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Significant Accounting Policies
12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Significant Accounting Policies
Significant Accounting Policies
Principles of Accounting for Ownership Interests
The various interests that Actua acquired in its businesses are accounted for under one of three methods: the consolidation method, the equity method or the cost method. The applicable accounting method is generally determined based on Actua’s voting interest in a company.
Consolidation Method
Businesses in which (1) Actua directly or indirectly owns more than 50% of the outstanding voting securities and (2) other stockholders do not possess the right to affect significant management decisions are generally accounted for under the consolidation method of accounting. Participation of other stockholders in the net assets and in the earnings or losses of a consolidated subsidiary is reflected in the line items "Noncontrolling interests" in Actua’s Consolidated Balance Sheets and "Net income (loss) attributable to the noncontrolling interests" in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss). Noncontrolling interests adjust Actua’s consolidated results of operations to reflect only Actua’s share of the earnings or losses of the consolidated subsidiary.
Any changes in Actua’s ownership interest in a consolidated subsidiary, whether through additional equity issuances (to Actua or otherwise) by the consolidated subsidiary or through Actua acquiring equity interests from existing shareholders, following which Actua maintains control, is recognized as an equity transaction, with appropriate adjustments to both Actua’s additional paid-in capital and the corresponding noncontrolling interests. The difference between the carrying amount of Actua’s ownership interest in the company and the underlying net book value of the company after the issuance of stock by the company is reflected as an equity transaction in Actua’s Consolidated Statements of Changes in Equity.
An increase in Actua’s ownership interest in a business accounted for under the equity or cost method of accounting in which Actua obtains a controlling financial interest is accounted for as a step acquisition, with an allocation of the purchase price to the fair value of the net assets acquired. In addition, Actua remeasures its previously held ownership interest in a business that was previously not consolidated at the acquisition date fair value; any gain or loss resulting from such a remeasurement is recognized in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss) at the time of the remeasurement. Actua begins to include the financial position and operating results of the newly-consolidated subsidiary in its Consolidated Financial Statements from the date Actua obtains the controlling financial interest in that subsidiary. If control is lost, any retained interest is measured at fair value, and a gain or loss is recognized in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss) at that time. In addition, to the extent Actua maintains a smaller equity ownership, the accounting method used for that business is adjusted to the equity or cost method of accounting, as appropriate, for subsequent periods.
Equity Method
Businesses that are not consolidated, but over which Actua exercises significant influence, are accounted for under the equity method of accounting. The determination as to whether or not Actua exercises significant influence with respect to a company depends on an evaluation of several factors, including, among others, representation on the company’s board of directors and equity ownership level, which is generally between a 20% and a 50% interest in the voting securities of an equity method business, as well as voting rights associated with Actua’s holdings in common stock, preferred stock and other convertible instruments in that company. Actua did not own any equity method businesses during the years ended December 31, 2017, 2016 and 2015.
Cost Method
Businesses not accounted for under either the consolidation method or equity method of accounting are accounted for under the cost method of accounting and are further discussed in Note 7, "Cost Method Businesses." Actua’s share of the earnings and/or losses of cost method businesses is not included in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss). However, impairment charges related to cost method businesses are recognized in Actua’s Consolidated Statements of Operations and Comprehensive Income (Loss). If circumstances suggest that the value of a cost method business with respect to which an impairment charge has been made has subsequently recovered, that recovery is not recorded. The carrying values of Actua’s cost method businesses are reflected in the line item "Cost method businesses" in Actua’s Consolidated Balance Sheets.
Actua initially records its carrying value in businesses accounted for under the cost method at cost, unless the equity securities of a cost method business have readily determinable fair values based on quoted market prices, in which case the interests are valued at fair value and are classified as marketable securities or some other classification in accordance with guidance for ownership interests in debt and equity securities.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The estimates, which include evaluation of Actua’s debt and equity holdings in businesses, asset impairment, revenue recognition, income taxes, and commitments and contingencies are based on management’s best judgments. Management evaluates its estimates and underlying assumptions on an ongoing basis using historical experience and other factors, such as the current economic and regulatory environment, that management believes to be reasonable under the circumstances and adjusts its estimates and assumptions when facts and circumstances dictate that it is necessary or appropriate to do so. It is reasonably possible that Actua’s accounting estimates with respect to the ultimate recoverability of Actua’s ownership interests in its cost method businesses could change in the near term and that the effect of such changes on Actua’s Consolidated Financial Statements could be material. As of December 31, 2017, management believes the recorded amounts of cost method businesses were not impaired.
Cash and Cash Equivalents
Actua considers all highly liquid instruments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents at December 31, 2017 and 2016 were invested principally in money market accounts.
Restricted Cash
Actua considers cash that is legally restricted and cash that is held as a compensative balance for both operating leases and trust accounts, maintained and operated in conjunction with Actua’s insurance business, as restricted cash.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Actua has made acquisitions over the years that have resulted in the recognition and accumulation of significant goodwill. Actua tests goodwill for impairment annually during the fourth quarter of each year, or more frequently as conditions warrant.
The first step of the test used to identify potential impairment compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any.
The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.
Actua estimates the fair value of its reporting units using "Level 2" and "Level 3" inputs, as described in Note 8, "Fair Value Measurements." Significant judgments and estimates are made to estimate the fair value of Actua’s reporting units, such as projected future earnings, applicable discount rates, the selection of peer earnings multiples and the relative weighting of different fair value indicators. Actua determines market multiples from comparable publicly-traded companies and applies those multiples to the revenue of the reporting units to estimate the fair values, which are then compared to the respective carrying values of the reporting units.
Refer to Note 5, "Discontinued Operations," for further details related to Actua’s annual impairment evaluation for the years ended December 31, 2017, 2016 and 2015.
Intangible Assets
Intangible assets with determinable lives primarily consist of customer relationships, trademarks and trade names, technology, non-compete agreements and other intellectual property. The cost of intangible assets with determinable lives is amortized on a straight-line basis over the estimated period of economic benefit. Indefinite-lived intangibles are subject to impairment testing at least annually. In addition, intangible assets are tested more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists.
Cost Method Businesses
Actua evaluates its carrying value in cost method businesses continuously to determine whether an other-than-temporary decline in the fair value of any such business exists and should be recognized. In order to make that determination, Actua considers each such business's achievement of its business plan objectives and milestones, the fair value of Actua's ownership interest in each such business (which, in the case of any company listed on a public stock exchange, is the quoted stock price of the relevant ownership interest), the financial condition and prospects of each such business, and other relevant factors. The business plan objectives and milestones Actua considers include, among others, those related to financial performance, such as achievement of planned financial results or completion of capital raising activities, and those that are not primarily financial in nature, such as obtaining key business partnerships or the hiring of key employees. Impairment charges are determined by comparing Actua’s carrying value of its cost method investment in a business with the estimated fair value of the investment. Fair value is determined by using a combination of estimating the cash flows related to the relevant business, including estimated proceeds on disposition, and an analysis of market price multiples of companies engaged in lines of business similar to the business being evaluated.
Financial Instruments
Cash and cash equivalents and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. Marketable securities are carried at fair value.
Deferred Revenue
Deferred revenue consisted primarily of payments received in advance of revenue being earned under the relevant customer agreements.
Contract Acquisition Costs
Commission expenses associated with the negotiation of a contract were charged to expense as incurred.
Revenue Recognition
Actua recognized revenue when persuasive evidence of an arrangement exists, delivery of the service has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable and collectability is probable.  
If a multiple deliverable arrangement is entered into, Actua evaluated each deliverable to determine whether that deliverable has standalone value. A delivered element has standalone value if the element has value to a customer on a standalone basis. This is typically determined by reference to whether an element is routinely sold independent of other offerings or a third-party vendor could provide a similar service to the customer. Additionally, Actua considered whether there was a customer-negotiated refund or return right for the delivered element. If these criteria are not met, the deliverable was combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition were determined for the combined elements and recognized over the applicable contract term.
For any deliverables that are determined to have standalone value, Actua allocated the total revenue to be earned under the arrangement among the various deliverables based on a selling price hierarchy using the relative selling price method. Vendor specific objective evidence ("VSOE") of fair value was based on the normal pricing and discounting practices for those offerings when sold separately. Third-party evidence ("TPE") of fair value was determined by evaluating largely similar and interchangeable competitor offerings in standalone sales to similarly situated customers. Best estimated selling price ("ESP") was established by considering factors such as margin objectives, market conditions and competition.  ESP represented the price at which Actua would transact for the deliverable if it were sold by the company regularly on a standalone basis.  The selling price for a deliverable was based on VSOE of fair value if it can be established, otherwise, it was based on TPE of fair value or ESP if TPE of fair value could not be established.
Actua’s businesses recognized professional fees provided to new customers, which primarily related to implementation services, over the initial terms of the contracts if they were determined to not have standalone value. At the time that a contract with a new customer was consummated, there was no history with such customer, and it could not be determined whether the relationship with such customers will extend beyond the terms of the initial contract.
Equity-Based Compensation
Actua recognizes equity-based compensation expense in the Consolidated Financial Statements for all restricted stock awards and other equity-based arrangements that are expected to vest. Equity-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Equity-based awards with vesting conditions other than service are recognized based on the probability that those conditions will be achieved. Employees have the ability to net settle their equity-based awards.
One-time Employee Involuntary Termination Benefit
Actua recognizes a one-time employee termination benefit for an employee with designated severance benefits in its employment agreement with Actua when the payment of the termination benefit is deemed to be probable and the amount can be reasonably estimated. The full termination benefit is recorded when these criteria are met. For employees without designated severance benefits in their employment agreement, the one-time employee benefit resulting from an involuntary termination will be recognized beginning on the date on which the termination has been fully approved by the Board of Directors and communicated to the employee, provided that it is unlikely that there will be any significant changes to the amount. If an employee is required to render future employment services in order to receive the termination benefit, Actua will recognize the severance expense ratably over the future service period and accrete the severance liability, beginning on this date. If an employee is not required to provide additional future employment services, then the full termination benefit is recorded upon the date that the criteria are met.
As a result of the Transactions and the anticipated wind down activities, Actua will terminate the employment of all of its employees. Actua recognized approximately $11.0 million in total severance costs in the "Impairment related and other" line item in the Consolidated Statements of Operations and Comprehensive Income (Loss), $8.5 million of which has been accrued as of December 31, 2017 in the "Accrued compensation and benefits" line item on the Consolidated Balance Sheets and $2.5 million of which was paid during the year ended December 31, 2017.
Research and Development
Research and development costs for software to be sold and marketed were charged to expense as those costs were incurred.
Income Taxes
Income taxes are accounted for under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and capital loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences and net operating loss and capital loss carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Actua records a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. Actua considers future taxable income and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event that Actua determines that it would not be able to realize all or part of its net deferred tax assets, an adjustment to the deferred tax assets would be charged to earnings in the period such determination is made. Likewise, if Actua later determines that it is more likely than not that the net deferred tax assets would be realized, the previously provided valuation allowance would be reversed.
Net Income (Loss) Per Share
Basic net income (loss) per share ("EPS") is computed using the weighted average number of common shares outstanding during a given period, exclusive of unvested restricted stock. Diluted EPS includes shares, unless anti-dilutive, that would be issued in connection with the exercise of stock options and conversion of other convertible securities and is adjusted, if applicable, for the effect on net income (loss) of such transactions. See Note 14, "Net Income (Loss) per Share."
Comprehensive Income (Loss)
Actua reports and displays comprehensive income (loss) and its components in the Consolidated Statements of Operations and Comprehensive Income (Loss). Comprehensive income (loss) is the change in equity of a business enterprise during a period from non-owner sources. Actua’s sources of comprehensive income (loss) are net income (loss) and foreign currency translation adjustments.
Supplemental Cash Flow Disclosures
Actua did not make any interest or income tax payments related to continuing operations during the years ended December 31, 2017, 2016 or 2015. Actua reports cash received from the sale of a discontinued operation as cash flows from continuing operations.
Discontinued Operations
On September 20, 2016, GovDelivery entered into a merger agreement providing for the sale of GovDelivery to an affiliate of Vista Equity Partners ("Vista"); the GovDelivery Sale was consummated on October 18, 2016.
On September 23, 2017, Actua entered into the Velocity/Bolt Sale Agreement under which CVC would acquire Actua's interests in VelocityEHS and Bolt, and this transaction was consummated on December 12, 2017.
On September 25, 2017, FolioDynamix entered into the Folio Sale Agreement under which Envestnet acquired FolioDynamix, which was previously reported in Actua's vertical cloud segment. This transaction was consummated on January 2, 2018. Based on this and other relevant factors, the criteria for held-for-sale classification and discontinued operations presentation were met.
For presentational purposes, Actua has presented GovDelivery, VelocityEHS, Bolt and FolioDynamix as discontinued operations for all periods presented.
Escrow Information
When an interest in one of Actua’s businesses is sold, a portion of the proceeds may be held in escrow primarily to satisfy purchase price adjustments and/or indemnity claims. Actua records gains on escrowed proceeds at the time Actua is entitled to receive those proceeds from escrow, the amount is fixed or determinable and realization is assured. Subsequent to December 31, 2017, Actua received $6.7 million related to proceeds from escrow related to the GovDelivery Sale. Additionally, upon the closing of the sale of FolioDynamix on January 2, 2018, $1.5 million of the proceeds are being held in escrow to satisfy potential future indemnification claims.
Concentration of Customer Base and Credit Risk
No single customer of Actua’s consolidated businesses represented more than 10% of Actua’s consolidated revenues for the years ended December 31, 2017, 2016 and 2015.
Commitments and Contingencies
From time to time, Actua and its businesses are involved in various claims and legal actions arising in the ordinary course of business.
On December 1, 2017, Inter-Atlantic Fund II, L.P. and Neurone II Investments G.P. Ltd. (the "Plaintiffs") filed a Verified Complaint against Actua, Actua Holdings, Bolt Holdings, CVC and certain of its affiliates, and certain directors of Bolt (collectively, the "Defendants") in the Court of Chancery of the State of Delaware. Plaintiffs are minority stockholders of Bolt. The lawsuit asserts claims related to, among other things, the Velocity/Bolt Sale. Plaintiffs allege that Actua and the Bolt directors have breached fiduciary duties in connection with the Velocity/Bolt Sale, including the planned secondary sale of Bolt. They further allege that Actua and the Bolt directors breached fiduciary duties with the management of Bolt, including with respect to various financing transactions. Plaintiffs have alleged claims for breach of an alleged right of first refusal in Bolt’s Fifth Amended and Restated Stockholder Rights Agreement, breach of fiduciary duties, and aiding and abetting breach of fiduciary duty and seek, among other things, injunctive relief, specific performance, and damages. On December 5, 2017, the Court denied Plaintiffs’ motion for expedited proceedings and motion for a temporary restraining order and preliminary injunction seeking to restrain the consummation of the Velocity/Bolt Sale, including the sale of Bolt. The Velocity/Bolt Sale was thereafter consummated on December 12, 2017. On January 31, 2018, Defendants filed motions to dismiss the Verified Complaint. The parties have not yet briefed those motions.
Actua does not expect any liability with respect to any legal claims or actions, either individually or in the aggregate, that would materially affect its consolidated financial position or cash flows.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. Under the standard, an entity will recognize revenue based on amounts the entity expects to be entitled to in exchange for the transfer of goods or services. The standard also includes enhanced disclosure requirements. The standard, which will be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption, will be effective for Actua beginning on January 1, 2018. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which addresses collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed contracts at transition and technical corrections. In December 2016, ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers was issued by the FASB to clarify and correct unintended application of the new revenue recognition guidance. The effective dates for these ASUs are the same as the effective date for ASU 2014-09. Actua conducted a detailed assessment to evaluate the impact of the new standard on its operations, financial statements, policies, systems and controls by performing an analysis of a significant portion of our contracts. The assessment yielded no material impact to our results of operations or financial statements. Actua will adopt the new standard utilizing the modified retrospective transition methodology.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for Actua for the annual period beginning January 1, 2018. The standard will have no significant impact on the Consolidated Financial Statements on the adoption date.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new standard, most leases will be recognized on Actua’s Consolidated Balance Sheets as liabilities with corresponding right-of-use assets. The new standard is effective for Actua for the annual period beginning January 1, 2019, including interim periods within those annual periods, with early adoption permitted. The standard must be adopted using a modified retrospective approach. Actua is in the process of evaluating the impact of this new pronouncement.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard requires that the statement of cash flows explain the change during the period of both cash and cash equivalents as well as restricted cash balances. Therefore, restricted cash should be included within the cash and cash equivalents balance when reconciling the beginning and ending period amounts shown on the statement of cash flows. This ASU is effective for fiscal years beginning after December 31, 2017 and early adoption is permitted. The adoption of this standard will only impact the presentation of our Statement of Cash Flows and will not have an impact on our results of operations. Actua did not early adopt this new standard.
Recently Adopted Accounting Guidance
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which provides guidance involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the statement of operations, whereas under current GAAP, excess tax benefits are recognized in additional paid-in capital and tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or in the statement of operations. Under the new standard, excess tax benefits should be classified along with other income tax cash flows as an operating activity, as opposed to a financing activity under current GAAP. Additionally, an entity can make an accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The amendments in this ASU were effective for Actua for annual periods beginning January 1, 2017 and interim periods within those annual periods. There was no significant impact from the adoption of this standard.