Consolidated Businesses

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Consolidated Businesses

4. Consolidated Businesses

Acquisitions

On August 9, 2013, Bolt acquired Superior Access Insurance Services, Inc. (“Superior Access”) for $8.7 million in cash. Bolt has estimated the allocation of purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their respective estimated fair values at the date of acquisition.

On August 8, 2014, MSDSonline acquired Knowledge Management Innovations, LTD (“KMI”) for $10.3 million in cash, including working capital adjustments and up to an additional $2.0 million earnout for certain performance measures. MSDSonline has estimated the allocation of the purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their provisional respective fair values at the date of acquisition.

On November 3, 2014, Actua acquired all of the issued and outstanding stock of FolioDynamix for approximately $201.0 million in cash, subject to adjustments for working capital, indemnification claims and other items. Actua will allocate the purchase price to the acquired tangible and identifiable intangible assets and liabilities based upon their respective fair values at the date of acquisition. FolioDymanix’s results will be included in our consolidated financial statements beginning on November 3, 2014.

The allocations of the purchase price related to the acquisitions of Superior Access and KMI to identified intangible assets and tangible assets and liabilities are as follows (in thousands):

	Superior Access			KMI
Net assets acquired:
Goodwill	$	2,654		$	6,835
Customer lists (5-11 year life)		4,000			2,900
Trademarks, trade names and domain names (5-11 year life)		1,100			300
Technology (5 year life)		1,300			400
Other net assets (liabilities)		(343	)		1,165
	$	8,711		$	11,600

Redeemable Noncontrolling Interest

Certain GovDelivery stockholders have the ability to require GovDelivery to redeem their shares in 2015 and 2016 based on a fair value determination.  Additionally, certain MSDSonline stockholders have the ability to require MSDSonline to redeem their shares in 2015, 2016 and 2017 based on a fair value determination. Because those redemptions are outside the control of the respective businesses, Actua has classified this noncontrolling interest outside of equity and will accrete to its estimated redemption value with an offset to additional paid-in capital. This noncontrolling interest is classified as “Redeemable noncontrolling interest” in Actua’s Consolidated Balance Sheets.

The following is a reconciliation of the activity related to Actua’s redeemable noncontrolling interest during the nine months ended September 30, 2014 and 2013 (in thousands):

Balance at December 31, 2012	$	3,383
Redeemable noncontrolling interest portion of subsidiary net income/(loss)		(102	)
Accretion to estimated redemption value		570
Balance at September 30, 2013	$	3,851
Balance at December 31, 2013	$	3,442
Redeemable noncontrolling interest portion of subsidiary net income/(loss)		(8	)
Accretion to estimated redemption value		1,940
Impact of subsidiary equity transactions		9
Balance at September 30, 2014	$	5,383

Other Consolidated Businesses Transactions

From time to time, Actua acquires additional equity ownership interests in its consolidated businesses. Purchasing equity ownership interests from a consolidated business’ existing shareholders results in an increase in Actua’s controlling interest in that business and a corresponding decrease in the noncontrolling interest ownership. Those transactions are accounted for as decreases to “Noncontrolling interests” and decreases to “Additional paid-in capital” in Actua’s Consolidated Balance Sheets for the relevant periods. Actua may also acquire additional equity ownership interests in its consolidated businesses, either from existing holders or as a result of share issuances by one or more of those businesses, and Actua’s equity ownership interests may be diluted by any such share issuances to other parties. An issuance of equity securities by a consolidated business that results in a decrease in Actua’s equity ownership interests is accounted for in accordance with the policy for “Principles of Accounting for Ownership Interests” described in Note 2, “Significant Accounting Policies.” Other changes to Actua’s equity ownership interests in its consolidated businesses, as well as equity-based compensation award activity at those businesses, also result in adjustments to “Additional paid-in capital” and “Noncontrolling interests” in Actua’s Consolidated Balance Sheets. The impact of any equity-related transactions at Actua’s consolidated businesses is included in the line item “Impact of subsidiary equity transactions” in Actua’s Consolidated Statements of Changes in Equity.The impact of these changes to the noncontrolling interest are also included in the line item “Impact of subsidiary equity transactions” in Actua’s Consolidated Statements of Changes in Equity for the relevant period. These amounts primarily relate to Actua’s acquisition of additional equity ownership interests in our consolidated businesses from noncontrolling interests.

Pro Forma Information

The information in the following table represents the revenue, net income (loss) from continuing operations that would have been attributable to Actua Corporation and the net income (loss) from continuing operations per diluted share that would have been attributable to Actua Corporation for the relevant periods had Bolt owned Superior Access in the three- and nine- month periods ended September 30, 2013 and had MSDSonline owned KMI in the three- and nine- month periods ended September 30, 2014 and September 30, 2013, respectively (in thousands, except per share data).

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenue	$	21.1		$	18.3		$	60.8		$	51.2
Net income (loss) from continuing operations attributable to Actua      Corporation	$	(13.1	)	$	(8.0	)	$	(37.4	)	$	(28.3	)
Net income (loss) from continuing operations per diluted share      attributable to Actua Corporation	$	(0.35	)	$	(0.22	)	$	(1.00	)	$	(0.77	)