Groupon 2011 Annual Report Download - page 106

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GROUPON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
There were no individual countries located outside of the United States that represented more than 10% of consolidated property and equipment, net.
The following summarizes the Company's investments in equity interests, net as of December 31(in thousands):
The following summarizes the Company's capital expenditures for the years ended December 31(in thousands):
15. RELATED PARTIES
Non-voting Common Stock Issuance
In February 2011, the Board authorized the issuance and sale, by way of a private placement, of 2,181,660 shares of non-
voting common stock for
$17.2 million in gross proceeds. Included in the stock issuance of non-
voting common stock were a total of 1,899,336 shares sold to Howard Schultz and to
several partnerships of Maveron LLC, a venture capital firm co-
founded by Mr. Schultz, for an aggregate purchase price of $15.0 million. Mr. Schultz is a
member of the Board.
CityDeal Loan Agreement
In connection with the CityDeal acquisition, the Company and the former CityDeal shareholders (including Oliver Samwer, Marc Samwer and
Alexander Samwer) entered into a loan agreement, as amended, to provide CityDeal with an aggregate $25.0 million term loan facility (the “facility”).
Both the
Company and the former CityDeal shareholders each were obligated to make available $12.5 million under the terms of the facility, both of which were fully
disbursed to CityDeal during the year ended December 31, 2010. The outstanding balance accrued interest at a rate of 5% per year and was payable upon
termination of the facility, which was the earlier of any prepayments or December 2012. The outstanding balance payable to the former CityDeal shareholders at
December 31, 2010 of $13.0 million, along with corresponding accrued interest of $0.1 million, is included in “Due to related parties”
on the consolidated
balance sheet. The amount due to the former CityDeal shareholders exceeds the amount of the facility in US dollars as a result of changes in foreign currency
exchange rates throughout the year ended December 31, 2010. In March 2011, CityDeal repaid all amounts outstanding to the former CityDeal shareholders,
including all accrued interest. There were no outstanding commitments remaining on the loan agreement with the former CityDeal shareholders at December 31,
2011 and CityDeal may not reborrow any part of the facility which was repaid.
Technology and Other Services
During 2011, the Company has entered into agreements with various companies in which Oliver Samwer, Marc Samwer and Alexander Samwer (the
“Samwers”)
have direct or indirect ownership interests, including Rocket Internet GmbH, as well as other companies in which certain subsidiary founders have
direct interests, to provide information technology, marketing and other services to the Company. The Company recognized $1.4 million of expense for services
rendered by companies owned by the Samwers and these other companies, for the year ended December 31, 2011, which was classified as selling, general and
administrative expenses in the consolidated statement of operations.
100
2011
North America (1)
$
1,209
International (2)
49,395
Consolidated total
$
50,604
(1)
All investments in equity interests included in North America are located in the United States.
(2)
All investments in equity interests included in International are held by an entity in the Netherlands.
2009
2010
2011
North America
$
290
$
10,898
$
19,452
International
—
3,783
24,359
Consolidated total
$
290
$
14,681
$
43,811