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Business Combinations and Acquisitions of Noncontrolling Interests (Tables) | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Schedule of Business Acquisitions, Consideration Transferred | 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 |  | $ | 96,496 |
Issuance of 13,825,283 shares of Class A common stock |  | 162,862 |
Total |  | $ | 259,358 |
The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $32.9 million, which consisted of the following (in thousands):
Cash |  | $ | 17,364 |
Issuance of 1,429,897 shares of Class A common stock |  | 11,110 |
Contingent consideration |  | 4,388 |
Total |  | $ | 32,862 |
The fair value of the Class A Common Stock issued as consideration for one of the acquisitions was measured based on the stock price upon closing of the related transaction on November 13, 2014. The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $54.9 million, which consisted of the following (in thousands):
Cash |  | $ | 49,013 |
Purchase price obligations |  | 2,485 |
Contingent consideration |  | 3,400 |
Total |  | $ | 54,898 |
The aggregate acquisition-date fair value of the consideration transferred for these acquisitions totaled $16.1 million, which consisted of the following (in thousands):
Cash |  | $ | 9,459 |
Issuance of Class A common stock |  | 3,051 |
Contingent consideration |  | 3,567 |
Total |  | $ | 16,077 |
Schedule of Business Acquisitions, Purchase Price Allocation | The following table summarizes the allocation of the aggregate acquisition price of the Ideel acquisition (in thousands):
Cash and cash equivalents | $ | 79 |
Accounts receivable | 988 |
Deferred income taxes | 640 |
Prepaid expenses and other current assets | 22,081 |
Property, equipment and software | 8,173 |
Goodwill | 4,203 |
Intangible assets:(1) |
Subscriber relationships | 5,490 |
Brand relationships | 7,100 |
Trade name | 4,500 |
Deferred income taxes, non-current | 8,877 |
Total assets acquired | $ | 62,131 |
Accounts payable | $ | 1,640 |
Accrued supplier payables | 4,092 |
Accrued expenses | 9,118 |
Other current liabilities | 482 |
Deferred income taxes, non-current | 348 |
Other non-current liabilities | 3,753 |
Total liabilities assumed | $ | 19,433 |
Total acquisition price | $ | 42,698 |
(1) | The estimated useful lives of the acquired intangible assets are 3 years for subscriber relationships, 5 years for brand relationships and 5 years for trade name.
The following table summarizes the allocation of the aggregate acquisition price of acquisitions for the year ended December 31, 2013 (in thousands):
Net working capital (including acquired cash of $2.1 million) |  | $ | 1,728 |
Property and equipment |  | 99 |
Goodwill |  | 9,504 |
Intangible assets: (1) |  |
Subscriber relationships |  | 1,928 |
Merchant relationships |  | 757 |
Developed technology |  | 2,742 |
Other intangible assets |  | 50 |
Net deferred tax liabilities |  | (731 | )
Total acquisition price |  | $ | 16,077 |
(1) | Acquired intangible assets have estimated useful lives of between 1 and 5 years.
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 | 17,732 |
Deferred income taxes | 1,264 |
Prepaid expenses and other current assets | 829 |
Property, equipment and software | 5,944 |
Goodwill | 218,692 |
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 |
(1) | The estimated useful lives of the acquired intangible assets are 5 years for subscriber relationships, 3 years for merchant relationships, 2 years for developed technology and 5 years for trade name.
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) |  | $ | (396 | )
Goodwill |  | 27,150 |
Intangible assets: (1) |  |
Subscriber relationships |  | 2,555 |
Developed technology |  | 3,372 |
Brand relationships |  | 579 |
Deferred income taxes, non-current |  | (398 | )
Total purchase price |  | $ | 32,862 |
(1) | Acquired intangible assets have estimated useful lives of between 1 and 5 years.
The following table summarizes the allocation of the aggregate acquisition price of acquisitions for the year ended December 31, 2012 (in thousands):
Net working capital (including acquired cash of $2.1 million) |  | $ | 1,750 |
Property and equipment |  | 165 |
Goodwill |  | 39,170 |
Intangible assets:(1) |  |
Subscriber relationships |  | 170 |
Merchant relationships |  | 1,500 |
Developed technology |  | 14,350 |
Net deferred tax liabilities |  | (2,207 | )
Total acquisition price | $ | 54,898 |
(1) | Acquired intangible assets have estimated useful lives of between 1 and 5 years.
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma information presents the combined operating results of the Company for the year ended December 31, 2013, as if the Company had acquired Ticket Monster and Ideel as of January 1, 2013 (in thousands). Pro forma results of operations have not been presented for the year ended December 31, 2014, because the operating results of Ticket Monster and Ideel from January 1, 2014 through their respective acquisition dates were not material to the Company's consolidated results of operations for the year ended December 31, 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.
| Year Ended December 31, 2013
Revenue | $ | 2,763,639 |
Net loss | (217,613 | )

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 + Details
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