Groupon 2011 Annual Report Download - page 86

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GROUPON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
investment activity, net of tax” in the consolidated statement of operations for the year ended December 31, 2011.
Equity Investment in E-Commerce King Limited
In January 2011, the Company acquired 40.0% of the ordinary shares of E-Commerce King Limited (“E-Commerce”),
a company organized under the
laws of the British Virgin Islands, in exchange for $4.0 million. The Company entered into the joint venture along with Rocket Asia GmbH & Co. KG (“
Rocket
Asia”), an entity controlled by former CityDeal shareholders Oliver Samwer, Marc Samwer and Alexander Samwer (the “Samwers”).
Rocket Asia acquired
10.0% of the ordinary shares in E-Commerce. E-Commerce subsequently established a wholly-
owned foreign enterprise that created a domestic operating
company headquartered in Beijing, China (“GaoPeng.com”), which operates a group-
buying site offering discounts for products and services to individual
consumers and businesses via internet websites and social and interactive media. GaoPeng.com began offering daily deals in March 2011 in Beijing and
Shanghai with expansion to other major cities in China to follow.
On July 31, 2011, the Company entered into an agreement to purchase additional interests in E-
Commerce for a purchase price of $45.2 million from
Rocket Asia consisting of 2,908,856 shares of non-voting common stock. See Note 15 “ Related Parties ”.
The investment increased the Company's ownership
from 40.0% to 49.0%. In addition, the Company made various cash investments for an aggregate amount of $26.7
million in the year ended December 31, 2011.
At the same time, the remaining investors made additional proportionate investments that resulted in no change to the Company's ownership percentage in E-
Commerce.
The investment in E-
Commerce is being accounted for using the equity method, and the total investment is classified as part of "Investments in equity
interests" on the consolidated balance sheet as of December 31, 2011. The Company recorded its share of the loss of E-Commerce in the amount of
$26.5
million within “Equity-method investment activity, net of tax” in the consolidated statement of operations for the year ended December 31, 2011.
Consolidated Variable Interest in LLC
On May 9, 2011, the Company entered into a collaborative arrangement to create a jointly-
owned sales channel with a strategic partner (Partner) and a
limited liability company (LLC) was established. The Company and its Partner each owns 50% of the LLC and income and cash flows of the LLC are allocated
based on the ownerships percentages. The liabilities of the LLC are solely the LLC's obligations and not of the Company or Partner.
The Company's obligations associated with its interests in the LLC are primarily building, maintaining, customizing, managing and operating the LLC
website, contributing intellectual property, identifying deals and promoting the sale of deal vouchers, coordinating the fulfillment of deal vouchers in certain
instances and providing the recordkeeping.
Under the LLC agreement, the LLC shall be dissolved upon the occurrence of any of the following events: (i) either party becoming a majority owner;
(2) the third anniversary of the date of the LLC agreement; (3) certain elections of the Company or the Partner based on the operational and financial
performance of the LLC or other changes to certain terms in the agreement; (4) election of either the Company or Partner in the event of bankruptcy by the other
party; (5) sale of the LLC; or a court's dissolution of the LLC.
The Company has determined it is the primary beneficiary of the LLC and consolidates the entity because it has the power to direct activities of the LLC
that most significantly impact the LLC's economic performance. In particular, the Company identifies and promotes the deal vouchers, provides all of the back
office support, i.e. website, contracts, personnel resources, accounting, etc., presents the LLC's deals via email and the Company's website, provides the editorial
resources that create the verbiage included on the website with the LLC's deal offer.
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