Anuvu Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Combination (Tables)

Business Combination (Tables)

9 Months Ended

Sep. 30, 2014

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 three months ended March 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 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
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, $6.7 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 were considered preliminary at such time and were finalized during the three months ending September 30, 2014.

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



	Amount
Goodwill	$	35,385
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
Accounts receivable, net of allowances	31,984
Deferred tax liability	(28,752		)
Current liabilities	(56,548		)
Other assets acquired, net of liabilities assumed	67,630
Net assets acquired	169,544
Less: Non-controlling interests	25,287
Total consideration transferred	$	144,257

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



	Amount
Goodwill	$	4,843
Trade names	1,171
Customer relationships	10,863
Non-compete	396
Fixed assets	3,284
Liabilities assumed, net of other assets acquired	(4,861		)
Total consideration transferred	$	15,696

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the final fair value of the assets and liabilities assumed in the IFES asset purchase after the changes were made during the three months ended September 30, 2014 (in thousands):



	Preliminary Allocation of Purchase Price			Adjustments			Purchase Price Allocation, as Adjusted
Goodwill	$	12,117		$	308		$	12,425
Trade names	341			—			341
Customer relationships	28,258			—			28,258
Fixed assets	3,498			—			3,498
Liabilities assumed, net of other assets acquired	(7,968		)	(308		)	(8,276		)
Total consideration transferred	$	36,246		—			$	36,246

Business Acquisition, Pro Forma Information

Supplemental information on an unaudited pro forma basis, as if these acquisitions had been completed as of January 1, 2013, is as follows (in thousands, except per share data):



	Nine Months Ended September 30,
	2014			2013
Revenues	$	286,736		$	247,507
Net loss	$	(29,683	)	$	(67,535	)