Business Combinations and Acquisitions of Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2014

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		)