Anuvu Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of Business Combination, Cash Flows

The cash flows related to the Row 44 Merger in the Business Combination, as reported in the consolidated statements of cash flows within the investing section for the year ended December 31, 2013, is summarized as follows (in thousands):



	Amount
Operating cash	$	8
Add: cash held in trust	189,255
Less: cash paid for GEAC shares that were redeemed	(101,286		)
Add: cash received from backstop participants	71,250
Net cash received from Row 44 Merger	$	159,227

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final fair value of the assets and liabilities assumed in the AIA asset purchase after the changes were made during the three months ended December 31, 2013 (in thousands):



	Preliminary Allocation of Purchase Price			Adjustments			Purchase Price Allocation, as Adjusted
Goodwill	$	39,217		$	(3,832	)	$	35,385
Existing technology – software	2,574			—			2,574
Existing technology – games	12,331			—			12,331
IPR&D	7,317			—			7,317
Customer relationships	80,758			—			80,758
Other intangibles	2,568			—			2,568
Content library	14,297			—			14,297
Accounts receivable, net of allowances	31,611			373			31,984
Deferred tax liability	(24,970		)	(3,782		)	(28,752		)
Current liabilities	(63,112		)	6,564			(56,548		)
Other assets acquired, net of liabilities assumed	66,953			677			67,630
Net assets acquired	169,544						169,544
Less: Non-controlling interests	25,287			—			25,287
Total consideration transferred	$	144,257		—			$	144,257

The following table summarizes the initial preliminary fair value of the assets and liabilities assumed in the PMG asset purchase on July 10, 2013 (in thousands):



	Amount
Goodwill	$	7,584
Trade Names	826
Customer relationships	6,865
Non-Compete	824
Fixed assets	3,284
Other assets acquired, net of liabilities assumed	(3,687		)
Total consideration transferred	$	15,696

The following table summarizes the preliminary allocation of the AIA purchase price on January 31, 2013 to the estimated fair values of the assets acquired and liabilities assumed in the AIA Stock Purchase (in thousands):



	Amount
Goodwill	$	39,217
Existing technology – software	2,574
Existing technology – games	12,331
IPR&D	7,317
Customer relationships	80,758
Other intangibles	2,568
Content library	14,297
Other assets acquired, net of liabilities assumed	10,482
Net assets acquired	169,544
Less: Non-controlling interests	25,287
Total consideration transferred	$	144,257

The following table summarizes the changes in fair value of the assets and liabilities assumed in the PMG asset purchase after the changes were made during the three months ended December 31, 2013 (in thousands):



	Preliminary Allocation of Purchase Price			Adjustments			Purchase Price Allocation, as adjusted
Goodwill	$	7,584		$	(2,741	)	$	4,843
Trade Names	826			345			1,171
Customer relationships	6,865			3,998			10,863
Non-Compete	824			(428		)	396
Fixed assets	3,284			—			3,284
Other Assets	1,054			280			1,334
Accounts payable and accrued liabilities	(11,125		)	(1,454		)	(12,579		)
Other assets acquired, net of liabilities assumed	6,384			—			6,384
Total consideration transferred	$	15,696					$	15,696

The following table summarizes the preliminary fair value of the assets and liabilities assumed in the IFES asset purchase (in thousands):



	Amount
Goodwill (1)	$	12,117
Trade names	341
Customer relationships	28,258
Non-Compete	—
Fixed assets	3,498
Liabilities assumed, net of other assets acquired (1)	(7,968		)
Total consideration transferred	$	36,246

(1) Included in the table above are $0.5 million of deferred tax assets, $6.6 million of deferred tax liabilities and $1.2 million of accrued taxes payable as of the IFES acquisition date, which were prepared using best estimates available. Due to the preliminary nature of IFES financial results prior to the October 18, 2013 acquisition date, the Company was unable to provide an accurate assessment of certain deferred tax assets, deferred tax liabilities and estimated income taxes payable for the period(s) prior to the October 18, 2013 acquisition date. As a result, these balances are considered preliminary at December 31, 2013, and are expected to be finalized in 2014.

Business Acquisition, Pro Forma Information

Supplemental information on an unaudited pro forma basis, as if these acquisitions had been completed as of January 1, 2012, is as follows (in thousands, except per share data):



	Year ended December 31,
	2013			2012
Revenues	$	330,366		$	285,479
Net Loss	(136,808		)	(77,288		)

- 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 + Details