PRLog - May 2, 2012 - SAN DIEGO -- An investor in NASDAQ:GRPN shares filed a lawsuit in the U.S. District Court for the Northern District of Illinois against Groupon, Inc over alleged Violations of Federal Securities Laws after Groupon announced that it will restate certain of its Financial Results and an SEC probe was announced.
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According to the complaint the plaintiff alleges on behalf of all persons who purchased or otherwise acquired the common stock of Groupon between November 4, 2011 and March 30, 2012, and/or who acquired shares of Groupon common stock pursuant or traceable to its Registration Statement and Prospectus issued in connection with its November 4, 2011 initial public offering (“IPO”), that Groupon, Inc and certain of its officers and directors violated the Securities Act of 1933 and the Securities Exchange Act of 1934. Specifically, the plaintiff alleges, that between November 4, 2011 and March 30, 2012 defendants issued allegedly materially false and misleading statements regarding Groupon’s business practices and financial result and/or defendants allegedly failed to disclose negative trends in Groupon’s business and made false statements as to Groupon’s financial results.
On November 3, 2011, Groupon announced the pricing of its IPO of 35 million shares of common stock at $20 per share.
The plaintiff alleges that as part of the Prospectus and Registration Statement issued in connection with the November 4, 2011 IPO and November 4, 2011 and March 30, 2012, defendants represented that Groupon Inc had competitive advantages which would benefit its business and reported financial results which showed dramatic growth.
However, in February 2012, Groupon reported its first earnings report since going public in November for the fourth quarter ended December 31, 2011. Groupon Inc reported that revenue increased 194% to $506.5 million in the fourth quarter compared to the fourth quarter of 2010, but also reported a net loss of $42.7 million, or 8 cents per share.
Then on March 30, 2012, Groupon announced that it was revising its fourth quarter financial results for the year ending on December 31, 2011. Groupon Inc said that "the revisions have an impact on both revenue and cost of revenue." As a result of the announced revisions, the Company's fourth quarter 2011 revenue was reduced by $14.3 million. In addition, Groupon's fourth quarter operating income was reduced by $30.0 million, its net income by $22.6 million, and its earnings per share by $0.04.
In connection with an audit of Groupon's financial statements for the year ended December 31, 2011 by its auditor, Ernst & Young LLP, Groupon Inc also said that “in conjunction with the completion of the audit of Groupon's financial statements for the year ended December 31, 2011 by its independent auditor, Ernst & Young LLP, the Company included a statement of a material weakness in its internal controls over its financial statement close process in its Annual Report on Form 10-K for year ended December 31, 2011."
On April 3, 2012, a media report said that according to a person familiar with the situation the Securities and Exchange Commission is examining Groupon’s revision of its first set of financial results as a publicly traded company.
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