Sirius XM Holdings Inc. 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, 2015

Summary of the components of the purchase consideration transferred

The following table summarizes the components of the purchase consideration transferred based on the closing price of $12.18 per share of our common stock as of the acquisition date:



	(in thousands)
Cash paid by Pandora	$	191,479
Cash paid by Ticketfly to option holders	7,238
Common stock (11,193,847 shares at $12.18 per share) issued by Pandora to selling shareholders	136,342
Fair value of stock options and restricted stock units assumed	10,514
Less: purchase price adjustments	(6,995		)
Less: post-combination compensation expense	(3,235		)
Purchase consideration	$	335,343

Summary of the estimated fair values of assets acquired and liabilities assumed

The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition:



	(in thousands)
Current assets	$	39,809
Long-term assets	15,982
Current liabilities	(21,853		)
Long-term liabilities	(6,298		)
Deferred tax liability	(1,738		)
Intangible assets	76,800
Goodwill	232,641
Total	$	335,343

Schedule of unaudited pro forma results

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations:



	Twelve Months Ended December 31,
	2014			2015
	(in thousands)
Revenue	$	975,712		$	1,222,452
Net loss	$	(58,195	)	$	(210,111	)

Summary of the allocation of estimated fair values of net assets acquired including related estimated useful lives

The following table summarizes the allocation of estimated fair values of the net assets acquired during the year ended December 31, 2015, including the related estimated useful lives, where applicable:



	Ticketfly				Rdio			Other
	Estimated fair value			Estimated useful life in years	Estimated fair value		Estimated useful life in years	Estimated fair value			Estimated useful life in years
	(in thousands, except for estimated useful life)
Intangible assets:
Customer relationships - clients	$	37,300		8	$	—		$	—
Developed technology	28,100			5	26,400		2-5	1,550			4
Tradename	10,400			8	1,000		3	320			2
Customer relationships - users	1,000			2	—			940			2
FCC license - broadcast radio	—				—			193
Tangible assets acquired, net	27,640				1,969			(490		)
Deferred tax liabilities	(1,738		)		—			(49		)
Net assets acquired	$	102,702			$	29,369		$	2,464
Goodwill	232,641				48,131			23,103
Total fair value consideration	$	335,343			$	77,500		$	25,567