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Business Combinations and Acquisitions of Noncontrolling Interests (Tables)
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6 Months Ended |
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Jun. 30, 2014
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| Business Combinations [Abstract] |
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| Schedule of Business Acquisitions, Consideration Transferred |
The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $7.5 million, which consisted of the following (in thousands): | | | | | | Cash | | $ | 3,477 |
| Contingent consideration | | 4,006 |
| Total | | $ | 7,483 |
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The aggregate acquisition-date fair value of the consideration transferred for the Ticket Monster acquisition totaled $259.4 million, which consisted of the following (in thousands): | | | | | | Cash | | $ | 99,942 |
| Issuance of 13,825,283 shares of Class A common stock | | 162,862 |
| Receivable from seller for final working capital adjustment | | (3,446 | ) | Total | | $ | 259,358 |
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The aggregate acquisition-date fair value of the consideration transferred for the Ideeli acquisition totaled $42.7 million, which consisted of the following (in thousands): | | | | | | Cash | | $ | 42,339 |
| Liability for purchase consideration | | 359 |
| Total | | $ | 42,698 |
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| Schedule of Business Acquisitions, Purchase Price Allocation |
The following table summarizes the allocation of the aggregate acquisition price of the Ticket Monster acquisition (in thousands): | | | | | Cash and cash equivalents | $ | 24,768 |
| Accounts receivable | 15,832 |
| Deferred income taxes | 1,264 |
| Prepaid expenses and other current assets | 829 |
| Property, equipment and software | 5,944 |
| Goodwill | 220,592 |
| Intangible assets:(1) | | Subscriber relationships | 57,022 |
| Merchant relationships | 32,176 |
| Developed technology | 571 |
| Trade name | 19,325 |
| Other non-current assets | 3,033 |
| Total assets acquired | $ | 381,356 |
| Accounts payable | $ | 5,951 |
| Accrued merchant and supplier payables | 82,934 |
| Accrued expenses | 22,700 |
| Other current liabilities | 3,482 |
| Deferred income taxes, non-current | 1,264 |
| Other non-current liabilities | 5,667 |
| Total liabilities assumed | $ | 121,998 |
| Total acquisition price | $ | 259,358 |
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| | (1) | The acquired intangible assets have estimated useful lives of between 2 and 5 years. |
The following table summarizes the allocation of the aggregate acquisition price of the Ideeli acquisition (in thousands): | | | | | Cash and cash equivalents | $ | 79 |
| Accounts receivable | 988 |
| Deferred income taxes | 572 |
| Prepaid expenses and other current assets | 22,081 |
| Property, equipment and software | 8,173 |
| Goodwill | 5,379 |
| Intangible assets:(1) | | Subscriber relationships | 5,490 |
| Brand relationships | 7,100 |
| Trade name | 4,500 |
| Deferred income taxes, non-current | 7,753 |
| Total assets acquired | $ | 62,115 |
| Accounts payable | $ | 1,640 |
| Accrued supplier payables | 4,092 |
| Accrued expenses | 9,118 |
| Other current liabilities | 482 |
| Deferred income taxes, non-current | 332 |
| Other non-current liabilities | 3,753 |
| Total liabilities assumed | $ | 19,417 |
| Total acquisition price | $ | 42,698 |
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| | (1) | The acquired intangible assets have estimated useful lives of between 3 and 5 years. |
The following table summarizes the allocation of the aggregate purchase price of these other acquisitions (in thousands): | | | | | | Net working capital (including acquired cash of $0.2 million) | | $ | (52 | ) | Goodwill | | 6,261 |
| Intangible assets: (1) | | | Subscriber relationships | | 560 |
| Merchant relationships | | 579 |
| Developed technology | | 568 |
| Deferred income taxes, non-current | | (433 | ) | Total acquisition price | | $ | 7,483 |
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| Business Acquisition, Pro Forma Information [Table Text Block] |
The following unaudited pro forma information presents the combined operating results of the Company for the three and six months ended June 30, 2013, as if the Company had acquired Ticket Monster and Ideeli as of January 1, 2013 (in thousands). Pro forma results of operations have not been presented for the six months ended June 30, 2014, because the operating results of Ticket Monster and Ideeli from January 1, 2014 through their respective acquisition dates were not material to the Company's consolidated results of operations for the six months ended June 30, 2014. The underlying pro forma results include the historical financial results of the Company and these two acquired businesses adjusted for depreciation and amortization expense associated with the assets acquired. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and the acquired entities. Accordingly, these unaudited pro forma results are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred as of January 1, 2013, nor are they indicative of future results of operations. | | | | | | | | | Three Months Ended
June 30, 2013 | Six Months Ended
June 30, 2013 | Revenue | $ | 654,661 |
| $ | 1,306,761 |
| Net loss | (28,508 | ) | (56,932 | ) |
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