10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2016.

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934

For the Transition Period from to .

Commission File Number 001-16249

Actua Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	23-2996071
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
555 East Lancaster Ave., Suite 640, Radnor, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

(610) 727-6900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý

The number of shares of the Company’s Common Stock, $0.001 par value per share, outstanding as of November 1, 2016 was 39,477,526 shares.

ACTUA CORPORATION

QUARTERLY REPORT ON FORM 10-Q

INDEX

ITEM		PAGE NO
	PART I—FINANCIAL INFORMATION
ITEM 1.	Financial Statements:	3
	Consolidated Balance Sheets – September 30, 2016 (unaudited) and December 31, 2015	3
	Consolidated Statements of Operations and Comprehensive Loss (unaudited) – Three and Nine Months Ended September 30, 2016 and 2015	4
	Consolidated Statements of Changes in Equity (unaudited) – Nine Months Ended September 30, 2016 and 2015	5
	Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2016 and 2015	7
	Notes to Consolidated Financial Statements (unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	52
ITEM 4.	Controls and Procedures	52
	PART II—OTHER INFORMATION
ITEM 1.	Legal Proceedings	54
ITEM 1A.	Risk Factors	54
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
ITEM 3.	Defaults Upon Senior Securities	54
ITEM 4.	Mine Safety Disclosures	54
ITEM 5.	Other Information	55
ITEM 6.	Exhibits	56
Signatures		57

1

Availability of Reports and Other Information

Our Internet website address is www.actua.com. Unless this Quarterly Report on Form 10-Q (this “Report”) explicitly states otherwise, neither the information on our website, nor the information on the websites of any of our businesses, is incorporated by reference into this Report.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (including, in each case, those filed by ICG Group, Inc. (NASDAQ: ICGE) prior to our corporate name change to Actua Corporation (NASDAQ: ACTA) in September 2014) and all amendments to those reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are accessible free of charge through our website as soon as reasonably practicable after we electronically file those documents with, or otherwise furnish them to, the SEC.

The public may read and copy any of the reports that are filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information that publicly-traded companies file electronically with the SEC.

Forward-Looking Statements

Forward-looking statements made with respect to our financial condition, results of operations and business in this Report, and those made from time to time by us through our senior management, are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are based on our current expectations and projections about future events but are subject to known and unknown risks, uncertainties and assumptions about us and our companies that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by those forward-looking statements.

Factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those anticipated in forward-looking statements include, but are not limited to, factors discussed elsewhere in this Report and include, among other things:

• the valuation of public and private cloud-based businesses by analysts, investors and other market participants;

• continued development of the cloud-based software market;

• our ability to compete successfully in highly-competitive, rapidly-developing markets;

• our ability to deploy capital effectively and on acceptable terms;

• economic and market conditions generally;

• capital spending by customers;

• our ability to retain existing customer relationships and revenue streams (particularly significant ones) and to secure new ones;

• developments in the vertical markets in which we operate, and our ability to respond to those changes in a timely and effective manner;

• the availability, performance and security of our cloud-based technology, particularly in light of increased cybersecurity risks and concerns;

• our ability to retain and motivate current key personnel and to attract new personnel;

• our ability to successfully integrate any acquired businesses, and any other difficulties related to the acquisition of businesses;

• the impact of any potential acquisitions, dispositions, share repurchases or other strategic transactions, which may impact our operations, financial condition, capitalization or indebtedness; and

• our ability to have continued access to capital and to manage capital resources effectively.

In light of those risks, uncertainties and assumptions, the forward-looking events discussed in this Report might not occur. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

Item 1. Financial Statements

ACTUA CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	September 30, 2016			December 31, 2015
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	41,787		$	72,457
Restricted cash	1,699			2,206
Accounts receivables, net of allowance ($858-2016; $814-2015)	17,031			16,167
Prepaid expenses and other current assets	4,001			2,776
Assets of discontinued operations (Note 5, Discontinued Operations)	33,609			29,129
Total current assets	98,127			122,735
Fixed assets, net of accumulated depreciation and amortization ($8,158-2016; $6,735-2015)	5,580			4,279
Goodwill	222,694			220,459
Intangible assets, net	73,195			80,443
Cost method businesses	17,249			18,146
Deferred tax asset	2,779			2,900
Other assets, net	1,158			1,182
Total assets	$	420,782		$	450,144
LIABILITIES
Current liabilities
Short-term debt	$	1,320		$	1,320
Accounts payable	9,174			7,992
Accrued expenses	7,332			8,215
Accrued compensation and benefits	6,907			9,865
Deferred revenue	30,899			26,102
Liabilities of discontinued operations (Note 5, Discontinued Operations)	31,691			24,391
Total current liabilities	87,323			77,885
Deferred tax liability	266			266
Deferred revenue	1,215			2,038
Other liabilities	5,351			1,478
Total liabilities	94,155			81,667
Redeemable noncontrolling interests (Note 4, Consolidated Businesses)	9,362			10,506
EQUITY
Actua Corporation’s stockholders’ equity
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued or outstanding	—			—
Common stock, $0.001 par value; 2,000,000 shares authorized, 46,504 shares (2016) and 46,763 shares (2015) issued	47			47
Treasury stock, at cost 6,998 shares (2016) and 5,988 shares (2015)	(65,042		)	(55,509		)
Additional paid-in capital	3,572,313			3,563,848
Accumulated deficit	(3,202,467		)	(3,165,321		)
Accumulated other comprehensive (loss) income	(1		)	40
Total Actua Corporation’s stockholders’ equity	304,850			343,105
Noncontrolling interests	12,415			14,866
Total equity	317,265			357,971
Total liabilities, redeemable noncontrolling interest and equity	$	420,782		$	450,144

See accompanying notes to consolidated financial statements.

3

ACTUA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue	$	27,937		$	24,917		$	79,977		$	72,957
Operating expenses
Cost of revenue	7,441			6,663			21,451			20,533
Sales and marketing	10,281			9,551			30,861			26,911
General and administrative	11,228			12,542			34,926			40,889
Research and development	5,411			4,973			16,106			14,377
Amortization of intangible assets	3,524			3,266			10,732			10,146
Impairment related and other	45			285			393			982
Total operating expenses	37,930			37,280			114,469			113,838
Operating loss	(9,993		)	(12,363		)	(34,492		)	(40,881		)
Other income, net	2,831			96			2,726			1,537
Interest income	31			30			118			83
Interest expense	(27		)	(36		)	(93		)	(104		)
Loss before income taxes and noncontrolling interest	(7,158		)	(12,273		)	(31,741		)	(39,365		)
Income tax expense	(93		)	(29		)	(291		)	(204		)
Loss from continuing operations	(7,251		)	(12,302		)	(32,032		)	(39,569		)
Loss from discontinued operations, net of tax	(3,842		)	(2,331		)	(8,002		)	(7,032		)
Net loss	(11,093		)	(14,633		)	(40,034		)	(46,601		)
Less: Net loss attributable to the noncontrolling interest	(1,019		)	(751		)	(2,888		)	(2,672		)
Net loss attributable to Actua Corporation	$	(10,074	)	$	(13,882	)	$	(37,146	)	$	(43,929	)
Amounts attributable to Actua Corporation:
Net loss from continuing operations	$	(6,467	)	$	(11,732	)	$	(29,590	)	$	(37,390	)
Net loss from discontinued operations	(3,607		)	(2,150		)	(7,556		)	(6,539		)
Net loss	$	(10,074	)	$	(13,882	)	$	(37,146	)	$	(43,929	)
Basic and diluted loss per share attributable to Actua Corporation:
Loss from continuing operations	$	(0.17	)	$	(0.31	)	$	(0.80	)	$	(1.01	)
Loss from discontinued operations	$	(0.10	)	$	(0.06	)	$	(0.21	)	$	(0.18	)
Net loss	$	(0.27	)	$	(0.37	)	$	(1.01	)	$	(1.19	)
Shares used in computation of basic and diluted loss per share	36,776			37,146			36,943			37,038
Net loss	$	(11,093	)	$	(14,633	)	$	(40,034	)	$	(46,601	)
Other comprehensive loss:
Foreign currency translation adjustment	(71		)	—			41			—
Comprehensive loss	(11,164		)	(14,633		)	(39,993		)	(46,601		)
Less: Comprehensive loss attributable to the noncontrolling interest	(1,019		)	(751		)	(2,888		)	(2,672		)
Comprehensive loss attributable to Actua Corporation	$	(10,145	)	$	(13,882	)	$	(37,105	)	$	(43,929	)

See accompanying notes to consolidated financial statements.

4

ACTUA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)

(unaudited)

	Actua Corporation Stockholders’ Equity
									Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (“AOCI”)		Non- controlling Interest			Total
	Common Stock			Treasury Stock
	Shares	Amount		Shares		Amount
Balance as of December 31, 2014	46,405	$	46	(5,892	)	$	(53,807	)	$	3,553,430		$	(3,069,241	)	$	40	$	18,288		$	448,756
Equity-based compensation expense related to stock appreciation rights (“SARs”) and stock options	—	—		—		—			340			—			—		—			340
Equity-based compensation related to deferred stock units (“DSUs”)	—	—		—		—			135			—			—		—			135
Equity-based compensation related to restricted stock (“RS”)	—	—		—		—			18,352			—			—		—			18,352
Issuance of DSUs	94	—		—		—			82			—			—		—			82
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings	278	1		—		—			(3,891		)	—			—		—			(3,890		)
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings	2	—		—		—			(28		)	—			—		—			(28		)
Impact of redeemable noncontrolling interest accretion	—	—		—		—			(2,413		)	—			—		—			(2,413		)
Impact of subsidiary equity transactions	—	—		—		—			1,430			—			—		(1,162		)	268
Repurchase of common stock	—	—		(96	)	(1,702		)	—			—			—		—			(1,702		)
Net loss	—	—		—		—			—			(43,929		)	—		(2,452		)	(46,381		)
Balance as of September 30, 2015	46,779	$	47	(5,988	)	$	(55,509	)	$	3,567,437		$	(3,113,170	)	$	40	$	14,674		$	413,519

See accompanying notes to consolidated financial statements.

5

ACTUA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)

(unaudited)

	Actua Corporation Stockholders’ Equity
										Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss) (“AOCI”)			Non-controlling Interest			Total
	Common Stock				Treasury Stock
	Shares		Amount		Shares		Amount
Balance as of December 31, 2015	46,763		$	47	(5,988	)	$	(55,509	)	$	3,563,848		$	(3,165,321	)	$	40		$	14,866		$	357,971
Equity-based compensation expense related to stock appreciation rights (“SARs”) and stock options	—		—		—		—			118			—			—			—			118
Equity-based compensation related to deferred stock units (“DSUs”)	—		—		—		—			267			—			—			—			267
Equity-based compensation related to restricted stock (“RS”)	—		—		—		—			9,439			—			—			—			9,439
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings	(261	)	—		—		—			(1,558		)	—			—			—			(1,558		)
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings	2		—		—		—			(12		)	—			—			—			(12		)
Impact of redeemable noncontrolling interest accretion	—		—		—		—			(4,103		)	—			—			—			(4,103		)
Impact of subsidiary equity transactions	—		—		—		—			4,314			—			(41		)	180			4,453
Repurchase of common stock	—		—		(1,010	)	(9,533		)	—			—			—			—			(9,533		)
Net loss	—		—		—		—			—			(37,146		)	—			(2,631		)	(39,777		)
Balance as of September 30, 2016	46,504		$	47	(6,998	)	$	(65,042	)	$	3,572,313		$	(3,202,467	)	$	(1	)	$	12,415		$	317,265

See accompanying notes to consolidated financial statements.

6

ACTUA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2016			2015
OPERATING ACTIVITIES - Continuing Operations
Net loss	$	(40,034	)	$	(46,601	)
Loss from discontinued operations, net of tax	8,002			7,032
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	12,462			11,681
Equity-based compensation	11,433			20,395
Impairment related and other	419			290
Other income, net	(2,726		)	(1,537		)
Deferred tax asset	121			123
Contingent consideration	32			692
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable, net	(1,012		)	9,060
Prepaid expenses and other assets	(1,305		)	1,425
Accounts payable	977			(2,700		)
Accrued expenses	(1,000		)	7,052
Accrued compensation and benefits	(2,973		)	1,194
Deferred revenue	4,112			(10,687		)
Other liabilities	4,175			(1,544		)
Cash flows used in operating activities	(7,317		)	(4,125		)
INVESTING ACTIVITIES - Continuing Operations
Capital expenditures	(2,256		)	(1,645		)
Change in restricted cash	581			(251		)
Proceeds from sales/distribution of ownership interests	4,454			1,415
Ownership acquisition, net of cash acquired	(5,127		)	(1,300		)
Cash flows used in investing activities	(2,348		)	(1,781		)
FINANCING ACTIVITIES
Acquisition of noncontrolling interest in subsidiary equity	(5,446		)	(3,952		)
Payments of contingent consideration	(2,664		)	(1,870		)
Borrowings of short-term debt	—			820
Repayment of capital lease obligations	(8		)	(24		)
Purchase of treasury stock	(9,533		)	(1,704		)
Tax withholdings related to equity-based awards	(1,568		)	(3,925		)
Financing activities with discontinued operations, net	(1,745		)	(3,871		)
Cash flows used in financing activities	(20,964		)	(14,526		)
Effect of exchange rate on cash and cash equivalents	(41		)	19
Net decrease in cash and cash equivalents from continuing operations	(30,670		)	(20,413		)
Discontinued Operations
Cash flows used in operating activities	(6,228		)	(1,111		)
Cash flows used in investing activities	(675		)	(4,900		)
Cash flows provided by financing activities	3,234			3,878
Net decrease in cash and cash equivalents from discontinued operations	(3,669		)	(2,133		)
Cash and cash equivalents at beginning of period - discontinued operations	3,856			2,982
Less: cash and cash equivalents at end of period - discontinued operations	187			849
Cash and cash equivalents at beginning of period	72,457			100,152
Cash and cash equivalents at end of period	$	41,787		$	79,739

See accompanying notes to consolidated financial statements.

7

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. The Company

Description of the Company

Actua Corporation (together with its subsidiaries, “Actua”), which was formed on March 4, 1996, is a multi-vertical cloud technology company with offerings that it believes create unique and compelling value for its customers and provide transformative efficiency to vertical markets worldwide. As of September 30, 2016, Actua owned four businesses, each of which addresses the needs of a specific vertical market or industry: Bolt Solutions, Inc. (“Bolt”), Folio Dynamics Holdings, Inc. (“FolioDynamix”), GovDelivery Holdings, Inc. (“GovDelivery”) and VelocityEHS Holdings, Inc. (formerly MSDSonline Holdings, Inc.) (“VelocityEHS”).

Please refer to Item 1, “Business,” in Actua’s Annual Report on Form 10-K for the year ended December 31, 2015 for a more detailed description of Actua and its businesses.

Basis of Presentation

On September 20, 2016, GovDelivery entered into a merger agreement providing for the sale of GovDelivery to an affiliate of Vista Equity Partners (the “GovDelivery Merger Agreement”); the sale was consummated on October 18, 2016.

The Consolidated Financial Statements contained herein (the “Consolidated Financial Statements”) include the accounts of Actua Corporation and its wholly-owned subsidiaries and majority-owned subsidiaries. Because of the execution of the GovDelivery Merger Agreement and other relevant factors, the criteria for held-for-sale classification and discontinued operations presentation were met on September 30, 2016. Accordingly, the financial results and financial position of GovDelivery are presented as discontinued operations in the Consolidated Financial Statements for all periods presented.

2. Significant Accounting Policies

Principles of Accounting for Ownership Interests

The various interests that Actua acquires 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 loss attributable to the noncontrolling interest” in Actua’s Consolidated Statements of Operations. Noncontrolling interest adjusts 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 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 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.

8

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

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 first nine months of 2016 or during the year ended December 31, 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 6, “Cost Method Businesses.” Actua’s share of the earnings and/or losses of cost method businesses is not included in Actua’s Consolidated Statement of Operations. However, impairment charges related to cost method businesses are recognized in Actua’s Consolidated Statements of Operations. 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 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 convertible debt, equity holdings, goodwill, and the useful lives of intangible assets could change in the near term and that the effect of such changes on Actua’s Consolidated Financial Statements could be material. As of September 30, 2016, management believes the recorded amounts of goodwill, intangible assets and cost method businesses were not impaired. Actua determined that, as of December 31, 2015, goodwill associated with the FolioDynamix reporting unit was partially impaired and recognized a loss of $39.7 million for the period. Please refer to Note 3, “Goodwill and Intangible Assets.”

Cash and Cash Equivalents

Actua considers all highly liquid instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents at September 30, 2016 and December 31, 2015 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. Actua had long-term restricted cash of $0.3 million as of September 30, 2016 and $0.4 million as of December 31, 2015 that is included in “Other assets, net” in Actua’s Consolidated Balance Sheets.

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.

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

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 7, “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 3, “Goodwill and Intangible Assets,” and Note 7, “Fair Value Measurements,” for further details, including sensitivity analysis of the fair value calculation related to Actua’s December 31, 2015 annual impairment evaluation.

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' 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, accounts receivable 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 consists 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 are charged to expense as incurred.

Revenue Recognition

Actua recognizes 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.  The following paragraphs provide more specific details regarding the manner in which each of our businesses recognizes revenue.

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Bolt

Bolt generates revenue from (1) SaaS software licenses, (2) maintenance and support services, (3) professional service fees, (4) insurance commissions, including contingency bonus revenues from insurance carriers, and (5) subscription fees.  

Bolt enters into certain multiple deliverable arrangements that relate primarily to its software licenses (which are delivered through a cloud-based model), professional services necessary for the functionality of the software, and maintenance and support services. Bolt evaluates each deliverable in a multiple deliverable arrangement 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 (determined by reference to whether Bolt routinely provides these elements independent of other products and/or services, or a third-party vendor could provide a similar service to the customer). Additionally, Bolt considers whether there is a customer-negotiated refund or return right for the delivered element. If these criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition are determined for the combined elements and recognized over the applicable contract term.

For Bolt’s professional services or other deliverables that are determined to have standalone value, Bolt allocates the total revenue to be earned under the arrangement among the various elements based on a selling price hierarchy using the relative selling price method. The selling price for a deliverable is based on the best estimated selling price (“ESP”), as neither vendor specific objective evidence (“VSOE”) of fair value nor third-party evidence (“TPE”) of fair value is available. VSOE of fair value is based on the normal pricing and discounting practices for those products and services when sold separately. TPE of fair value is determined by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. ESP is established by considering factors such as margin objectives, market conditions and competition.  ESP represents the price at which the company would transact for the deliverable if it were sold by the company regularly on a standalone basis.  

Under Bolt’s cloud-based software licenses, certain professional services are essential for the functionality of the software, and the related maintenance and support services do not have standalone value to Bolt’s customers and are therefore combined, and revenue under these licenses is recognized ratably over the applicable contract term.  For certain professional service deliverables that have been determined to have standalone value, Bolt has historically concluded that neither VSOE nor TPE of fair value can be established and, accordingly, it has relied on ESP to allocate revenue to each element. Those fees are then recognized as the services are performed and/or the professional services are delivered. Finally, certain professional services are sold separately. Those fees are recognized as the professional services are delivered.

Bolt’s commissions on the premiums from sales of insurance policies are recognized when Bolt has sufficient information to determine (1) the amount that it is owed and (2) whether it is probable that the economic benefits associated with the transaction will flow to Bolt. Bolt recognizes subscription fee revenue over the subscription period, which is generally a one-month period.  

Bolt has typically represented a small amount of Actua’s historical deferred revenue balances.  Bolt’s contracts are generally billed in annual, quarterly or monthly installments.

FolioDynamix

FolioDynamix generates revenues primarily in the form of (1) recurring software license and subscription fees, (2) maintenance and support services, (3) professional services fees from customization and integration services related to its software, (4) professional services fees for customized investment program management and consulting and (5) investment advisory services.  The initial subscription arrangement term is typically between three and five years.

FolioDynamix’s platform revenue from term software license arrangements is recognized on a subscription basis over the customer contract license term of use.  Revenue from annual maintenance is deferred and recognized on a straight-line basis over the period that the service is provided.  Revenue related to platform implementation professional services is deferred and recognized on a straight-line basis over the contract term.  A small portion of revenue is derived from multiple element contracts for which FolioDynamix cannot separate the license element from the service elements; that revenue is deferred until all elements of the arrangement have been delivered. Revenue under arrangements with multiple elements is allocated under the residual method.  Under the residual method, revenue is allocated first to the undelivered elements based on their VSOE of fair value, and the residual amount is applied to the delivered elements.    

Certain revenues earned by FolioDynamix for advisory services require judgment to determine whether the revenue should be recorded on a gross basis (that is, with FolioDynamix as a principal) or net of related costs (that is, with FolioDynamix as an agent). In general, these revenues are recognized on a net basis if FolioDynamix does not have control over selecting vendors and pricing, and when FolioDynamix is acting as an agent of the supplier.  Revenues from professional services are deemed to not have standalone value and therefore are recognized ratably over the contract term.

FolioDynamix’s contracts are billed in annual, quarterly or monthly installments and are primarily non-cancellable.

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

VelocityEHS

VelocityEHS derives revenue from two sources: (1) SaaS subscription fees and (2) professional services fees. The vast majority of VelocityEHS’ revenue is derived from subscription fees from customers accessing VelocityEHS’ database and web-based tools; that revenue is recognized ratably over the applicable contract term, beginning with the subscription start date. VelocityEHS also generates professional service fees from (a) customer training, (b) authoring of safety data sheets for customers and (c) compiling of customers’ online libraries of safety data sheet documents and indexing those documents. Those professional services are generally determined to have standalone value, and the revenue derived from those fees are recognized on a proportional performance basis over the applicable project’s timeline.

VelocityEHS has typically represented the majority of Actua’s historical deferred revenue balances.  VelocityEHS’ contracts are generally billed annually and are non-cancellable.

At each of Actua’s businesses, fees associated with professional services for new customers that are not determined to have standalone value are deferred and recognized over the contract term.  Actua’s businesses recognize those fees, which primarily relate to implementation, over the initial terms of the contracts because, at the time contracts with new customers are consummated, there is no history with such customers, and it cannot be determined whether the relationship with such customers will extend beyond the terms of the initial contracts.

Equity-Based Compensation

Actua recognizes equity-based compensation expenses 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.

Research and Development

Research and development costs are charged to expense as those costs are 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.

Net Loss Per Share

Basic net 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 loss of such transactions. See Note 13, “Net Loss per Share.”

Comprehensive Loss

Actua reports and displays comprehensive loss and its components in the Consolidated Statements of Operations and Comprehensive Loss. Comprehensive loss is the change in equity of a business enterprise during a period from non-owner sources. Actua’s sources of comprehensive loss are net loss and foreign currency translation adjustments. Reclassification adjustments result from the recognition of gains or losses in net loss that were included in comprehensive loss in prior periods.

Supplemental Cash Flow Disclosures

Actua did not pay any interest or make any income tax payments during the three and nine months ended September 30, 2016 and 2015. Fixed assets purchased during the three and nine months ended September 30, 2016, but not yet paid for as of September 30, 2016, were in the amounts of $0.2 million and $0.9 million, respectively. These amounts were zero for the three and nine months ended September 30, 2015.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.  

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Discontinued Operations

On September 20, 2016, GovDelivery entered into the GovDelivery Merger Agreement. Because of this and other factors, Actua has recast all financial information within this Report to conform to the current period presentation and to present GovDelivery as discontinued operations for all periods presented. The merger was consummated on October 18, 2016.

Adjustments to Previously Reported Amounts/Immaterial Correction of an Error

During the second quarter of 2015, Actua revised certain previously reported amounts due to a change from recognizing noncontrolling interests related to FolioDynamix as a component of permanent equity to recognizing those interests as a component of temporary equity in redeemable noncontrolling interests.  In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the current and prior periods. The correction of the immaterial error resulted in an increase to the line item “Redeemable noncontrolling interests” of $4.1 million and decreases to the line items “Additional paid-in capital” and “Noncontrolling interests” of $1.4 million and $2.7 million, respectively, on Actua’s Consolidated Balance Sheets as of December 31, 2014. The aforementioned corrections to "Additional paid-in capital" and "Noncontrolling interests" also impacted the "Balance as of December 31, 2014" line item on Actua's Consolidated Statements of Changes in Equity. This immaterial correction of an error had no impact on Actua’s Consolidated Statements of Operations in any period.

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. As of September 30, 2016, $4.0 million related to Actua’s potential proceeds from sales of former businesses remained in escrow to satisfy potential or unresolved indemnification claims. Those outstanding escrow amounts are scheduled to be released throughout the remainder of 2016, subject to pending and potential indemnity claims pursuant to the terms of the applicable acquisition agreements. On October 18, 2016, an additional $10.0 million was placed in escrow related to the GovDelivery sale.

Concentration of Customer Base and Credit Risk

No single customer of Actua’s consolidated businesses represented more than 10% of Actua’s consolidated revenue for the three and nine months ended September 30, 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. 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, that provides a single, comprehensive revenue recognition model for all contracts with customers. Under the new guidance, 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 new guidance also includes enhanced disclosure requirements. This guidance, 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 correction. The effective dates for these ASUs are the same as the effective date for ASU 2014-09; Actua is in the process of evaluating the adoption alternatives and impact that the guidance will have on the Consolidated Financial Statements.

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 in GAAP 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 guidance is effective for Actua for the annual period beginning January 1, 2018. Actua is in the process of evaluating the impact of this new pronouncement.

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, most leases will be recognized on Actua’s Consolidated Balance Sheets as liabilities with corresponding right-of-use assets. The new guidance 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 March 2016, the FASB issued ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminated the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The amendments in this update are effective for Actua for fiscal years, and interim periods within those fiscal years, beginning January 1, 2017. As Actua does not currently have any equity method investments, the guidance is not expected to have any impact on the Consolidated Financial Statements on the adoption date.

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 on the statement of cash flows. Under the new guidance, 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 income statement, 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 guidance, 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 update are effective for Actua for annual periods beginning January 1, 2017 and interim periods within those annual periods. Actua is in the process of evaluating the impact of this new pronouncement.

Recently Adopted Accounting Guidance

In August 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, that provides guidance regarding a simplified presentation of debt issuance costs, requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. This guidance, which is applied retrospectively upon adoption, was effective for Actua beginning with the December 31, 2015 annual reporting period. The adoption of this guidance did not have a significant impact on Actua’s Consolidated Financial Statements.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The new guidance eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement period adjustments that occur in periods after a business combination is consummated. This guidance was effective for Actua beginning on January 1, 2016. The adoption of this guidance had no impact on Actua’s Consolidated Financial Statements during the current period.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The new guidance requires that deferred tax liabilities and assets be classified as non-current on the balance sheet and eliminates the requirement that an entity separate deferred income tax liabilities and assets into current and non-current amounts. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. Actua early adopted the new guidance, and, accordingly, the guidance was effective for Actua for the December 31, 2015 annual reporting period. The adoption of this guidance impacted the presentation of deferred income taxes on Actua’s Consolidated Balance Sheets to a non-current classification and was applied retrospectively to the prior periods presented.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance addresses multiple scenarios concerning how certain cash receipts and payments are presented and classified in the statement of cash flows under Accounting Standards Codification ("ASC") Topic 230, Statement of Cash Flows, and other ASC topics. Under the new guidance, classification of contingent consideration payments made after a business combination will depend on the timing of the payment, as well as the total amount paid, in comparison to the total liability recognized at the acquisition date. Although not effective until annual periods beginning after December 15, 2017, Actua has decided to adopt this guidance early; the adoption of this guidance had no impact on Actua’s Consolidated Financial Statements.

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

3. Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity related to Actua’s goodwill:

(in thousands)	Gross Carrying Amount		Accumulated Impairment Losses			Net Carrying Amount
Goodwill as of December 31, 2015	$	260,115	$	(39,656	)	$	220,459
Acquisitions(1)	2,235		—			2,235
Goodwill as of September 30, 2016	$	262,350	$	(39,656	)	$	222,694

________________

⁽¹⁾  Refer to Note 4, “Consolidated Businesses” for details of acquisitions.

During the nine months ended September 30, 2016, goodwill related to GovDelivery was reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of goodwill related to GovDelivery as assets of discontinued operations, Actua retrospectively decreased the value of goodwill as of December 31, 2015 by $5.6 million.

As of September 30, 2016 and December 31, 2015, all of Actua’s goodwill was allocated to its vertical cloud segment.

Impairment

Actua completed its annual impairment testing in the fourth quarter of 2015. During that quarter, Actua reviewed the goodwill balance for impairment in accordance with its accounting policy and identified factors, including the market value of Actua’s Common Stock, indicating that the fair value of Actua’s goodwill could have fallen below its book value.  Actua determined that the goodwill associated with the FolioDynamix reporting unit was partially impaired as of December 31, 2015 and recognized an impairment charge of $39.7 million, which was recorded within the “Impairment related and other” line item of the Consolidated Statements of Operations for the year ended December 31, 2015. Please refer to Note 7, “Fair Value Measurements,” for a further discussion of the fair value measurement relating to the FolioDynamix reporting unit impairment charge.

The completion of Actua's 2015 year-end impairment testing resulted in no impairments related to Actua’s other consolidated businesses, because the fair value of the reporting units exceeded their carrying value for each of those reporting units, including goodwill.

Intangible Assets

The following table summarizes Actua’s intangible assets:

(in thousands)		As of September 30, 2016
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	63,307	$	(19,947	)	$	43,360
Trademarks/trade names	3-11 years	22,898		(9,240		)	13,658
Technology	5-10 years	25,083		(9,678		)	15,405
Non-compete agreements	2-5 years	3,605		(3,533		)	72
		114,893		(42,398		)	72,495
Other intellectual property (1)	Indefinite	700		—			700
		$	115,593	$	(42,398	)	$	73,195

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

(in thousands)		As of December 31, 2015
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	61,820	$	(14,377	)	$	47,443
Trademarks/trade names	3-11 years	22,898		(6,829		)	16,069
Technology	5-10 years	23,086		(6,945		)	16,141
Non-compete agreements	2-5 years	3,605		(3,515		)	90
		111,409		(31,666		)	79,743
Other intellectual property (1)	Indefinite	700		—			700
		$	112,109	$	(31,666	)	$	80,443

____________________

⁽¹⁾  Included in this line item is a domain name valued at $0.3 million that Actua currently believes has an indefinite life, and a domain name for which Actua estimated the residual value to approximate its carrying value of $0.4 million as of both September 30, 2016 and December 31, 2015.

During the nine months ended September 30, 2016, intangible assets related to GovDelivery were reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.”

Based on the reclassification of intangible assets related to GovDelivery as assets of discontinued operations, Actua retrospectively decreased net intangible assets as of December 31, 2015 by $9.0 million.

Amortization expense for intangible assets during the three and nine months ended September 30, 2016 was $3.5 million and $10.7 million, respectively. Amortization expense for intangible assets during the three and nine months ended September 30, 2015 was $3.3 million and $10.1 million, respectively.

During the nine months ended September 30, 2016, amortization expense related to GovDelivery was reclassified to the line item “Loss on discontinued operations” on Actua’s Consolidated Statement of Operations for all periods presented because of the execution of the GovDelivery Merger Agreement on September 20, 2016 and other relevant factors. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.”

Based on the reclassification of amortization expense related to GovDelivery, Actua retrospectively decreased amortization expense for the three and nine months ended September 30, 2016 and 2015 by $0.5 million, $0.5 million, $1.4 million and $1.3 million, respectively.

The remaining estimated amortization expense for the respective years is set forth as follows:

(in thousands)
2016 (remaining three months)	$	(3,533	)
2017	(13,810		)
2018	(12,345		)
2019	(10,806		)
2020	(9,387		)
Thereafter	(22,614		)
Remaining amortization expense	$	(72,495	)

4. Consolidated Businesses

FolioDynamix Acquisition

On November 3, 2014, Actua acquired all of the issued and outstanding stock of FolioDynamix for approximately $201.7 million in cash, which included $0.7 million as a post-closing working capital adjustment that occurred in the first quarter of 2015, and $4.1 million of equity value related to stock options.  

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Other Acquisitions

On November 25, 2015, VelocityEHS acquired certain assets of WellNet Solutions, Inc. (“WellNet”) for initial cash consideration of $0.7 million. Additionally, during the nine months ended September 30, 2016, VelocityEHS paid $2.2 million of cash as contingent consideration in connection with the WellNet acquisition. As a result, intangible assets of $2.9 million were recorded in connection with the WellNet acquisition.

On January 22, 2016, VelocityEHS acquired certain assets of ErgoAdvocate LLC (“ErgoAdvocate”) for $1.25 million of cash consideration, $1.0 million of which was paid at the closing of the transaction, and $0.25 million of which will be paid on the one-year anniversary of the closing, subject to reduction for any post-closing indemnification claims. The acquisition was accounted for under the acquisition method. VelocityEHS has allocated the purchase price to the acquired identifiable intangible assets and goodwill based upon their respective fair values as of the date of acquisition.

On September 16, 2016, VelocityEHS acquired certain assets of E3 Solutions Inc. ("E3 Solutions") for $3.0 million of cash consideration, $2.7 million of which was paid at the closing of the transaction, and $0.3 million of which will be paid in equal installments on the one-year and 18-month anniversaries of the closing.

On October 31, 2016, FolioDynamix acquired substantially all the assets of SAS Capital Management, LLC (“SAS”) for initial consideration, net of a working capital adjustment, of approximately $2.9 million and aggregate payments of approximately $1.0 million payable over the 15-month period following the closing. The SAS acquisition is also subject to an earnout based on achievement of revenue targets. The maximum consideration payable related to the SAS acquisition, including the initial consideration, is $25.0 million. SAS specializes in Registered Investment Advisor ("RIA")-specific technology, advisory consulting and overlay management, as well as, access to third-party managers and their own strategist portfolios. This acquisition will offer FolioDynamix's independent RIAs customers an improved advisor interface, a best-in-class execution desk and better operational support.

The allocations of the respective ErgoAdvocate, WellNet and E3 Solutions purchase prices to identified intangible assets and tangible assets and liabilities were as follows:

(in thousands)	ErgoAdvocate		WellNet		E3 Solutions
Goodwill	$	155	$	—	$	2,080
Customer lists (5-8 year life)	26		2,897		—
Trademarks, trade names and domain names (8 year life)	—		—		—
Technology (5-9 year life)	1,069		—		920
Other net assets (liabilities)	—		—		—
Total net assets acquired	$	1,250	$	2,897	$	3,000

Redeemable Noncontrolling Interests

In connection with GovDelivery's acquisitions of NuCivic, Inc. (“NuCivic”) and Textizen, Inc. ("Textizen"), certain GovDelivery stockholders had the ability to require GovDelivery to redeem a portion of their shares in 2017, 2018, 2019 and 2020 based on a fair value determination. In connection with the GovDelivery Merger Agreement, the vesting of the redeemable shares related to the NuCivic and Textizen acquisitions was accelerated. Certain VelocityEHS stockholders have the ability to require VelocityEHS to redeem a portion of their shares in 2017 based on a mutually agreed upon fair value determination. Certain FolioDynamix shareholders have the ability to require FolioDynamix to redeem a portion of their shares in 2018, 2019 and/or 2020 based on a mutually agreed upon fair value determination. Because any such redemptions would be outside the control of the respective businesses, Actua has classified the noncontrolling interests outside of equity and will accrete to the estimated redemption values with an offset to additional paid-in capital. The noncontrolling interests are classified as “Redeemable noncontrolling interests” in Actua’s Consolidated Balance Sheets.

17

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

The following is a reconciliation of the activity related to Actua’s redeemable noncontrolling interest during the nine months ended September 30, 2016 and 2015:

(in thousands)
Balance at December 31, 2014	$	10,346
Redeemable noncontrolling interest portion of subsidiary net loss	(220)
Accretion to estimated redemption value	4,558
Equity transfer among owners(1)	(3,339)
Impact of subsidiary equity transactions	(2,145)
Balance at September 30, 2015 (3)	$	9,200

Balance at December 31, 2015	$	10,506
Redeemable noncontrolling interest portion of subsidiary net loss	(257		)
Accretion to estimated redemption value	4,360
Equity transfer among owners (2)	(5,247		)
Balance at September 30, 2016 (3)	$	9,362

____________________________

⁽¹⁾ This amount primarily relates to accretion value adjustments of $0.7 million that partially offset cash payments made during the nine months ended September 30, 2015 of $4.0 million to acquire $1.9 million of redeemable noncontrolling interests associated with GovDelivery and $1.4 million of redeemable noncontrolling interests associated with VelocityEHS. These transactions increased Actua’s ownership in GovDelivery from 91% to 93% and its ownership in VelocityEHS from 96% to 98%.

⁽²⁾ This amount primarily relates to accretion value adjustments of $0.2 million that partially offset cash payments made during the nine months ended September 30, 2016 of $5.4 million to acquire $2.5 million of redeemable noncontrolling interests associated with GovDelivery, $2.4 million of redeemable noncontrolling interests associated with VelocityEHS and $0.5 million of redeemable noncontrolling interests associated with FolioDynamix. These transactions increased Actua’s ownership in GovDelivery from 92% to 94% and its ownership in VelocityEHS from 98% to 99%. Its ownership in FolioDynamix did not significantly change as a result of this repurchase.

⁽³⁾  As of September 30, 2015 and 2016, GovDelivery represented $2.4 million and $4.3 million, respectively, of Actua's redeemable noncontrolling interests balance. These amounts will be excluded from this balance in future periods due to, among other things, the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

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’s 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 increases 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. During the nine months ended September 30, 2016, the “Impact of subsidiary equity transactions” line item as shown on Actua’s Consolidated Statements of Changes in Equity was $4.3 million, which was comprised of (1) $5.4 million paid by Actua in order to repurchase shares in its consolidated businesses and (2) $(1.1) million relating to Actua’s share of its consolidated businesses' equity transactions.

18

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Pro Forma Information (Unaudited)

The information in the following table represents the revenue, net loss attributable to Actua and the net loss per diluted share attributable to Actua for the relevant periods had it owned ErgoAdvocate, WellNet and E3 Solutions for the three-month and nine-month periods ended September 30, 2015. The effects of E3 Solutions on Actua's 2016 results were de minimis and therefore excluded from the table below.

(in thousands, except per share data)	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Revenue	$	25,174		$	73,638
Net loss attributable to Actua Corporation	$	(11,830	)	$	(37,734	)
Net loss per diluted share attributable to Actua Corporation	$	(0.32	)	$	(1.02	)

5. Discontinued Operations

On September 20, 2016, GovDelivery, which was included in our vertical cloud segment, executed a definitive merger agreement providing for a sale of the company to an affiliate of Vista Equity Partners for $153.0 million in cash, subject to certain adjustments for working capital, cash, debt and other items. Upon the consummation of the transaction, which occurred on October 18, 2016, Actua realized approximately $133.0 million in cash. Actua has received approximately $123.0 million of cash and approximately $10.0 million of Actua's proceeds are being held in escrow and are subject to potential indemnification claims.  Actua does not expect to owe any non-reimbursable income taxes in connection with the transaction. No gain or loss on the sale of GovDelivery has been recognized as of September 30, 2016.  Based on this and other relevant factors, the criteria for held-for-sale classification and discontinued operations presentation was met on September 30, 2016. For presentational purposes, all prior periods presented in this Report have been reclassified to match the current periods held for sale classification and discontinued operations presentation. 

The results of Actua's discontinued GovDelivery operations, which are presented on the line item “Loss from discontinued operations, net of tax”, on Actua’s Consolidated Statements of Operations are summarized below:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Major classes of line items constituting pretax loss of discontinued operations	2016			2015			2016			2015
Revenue	$	11,361		$	9,223		$	30,640		$	25,311
Cost of revenue	(4,554		)	(2,964		)	(11,576		)	(8,609		)
Selling, general, administrative and other operating expenses	(10,545		)	(8,532		)	(26,763		)	(23,669		)
Other non-major income and expense items	(104		)	(40		)	(273		)	(44		)
Total discontinued operations before income taxes	(3,842		)	(2,313		)	(7,972		)	(7,011		)
Income tax benefit (expense)	—			(18		)	(30		)	(21		)
Total discontinued operations, net of income taxes	(3,842		)	(2,331		)	(8,002		)	(7,032		)
Less: discontinued operations attributable to noncontrolling interests	(235		)	(181		)	(446		)	(493		)
Discontinued operations attributable to Actua Corporation	$	(3,607	)	$	(2,150	)	$	(7,556	)	$	(6,539	)

19

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Assets and liabilities of discontinued operations, which are presented on the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” on Actua's Consolidated Balance Sheets consist of the following:

(in thousands)
Carrying amounts of major classes of assets included as part of discontinued operations	September 30, 2016		December 31, 2015
Cash and cash equivalents	$	187	$	3,856
Accounts receivables, net of allowance	12,963		3,735
Fixed assets, net of accumulated depreciation and amortization	4,363		4,502
Goodwill	5,575		5,575
Intangible assets, net	7,504		8,952
Other assets included in the disposal group	3,017		2,509
Total assets of discontinued operations	$	33,609	$	29,129
Carrying amounts of major classes of liabilities included as part of discontinued operations	September 30, 2016		December 31, 2015
Accounts payable	$	1,111	$	3,309
Accrued expenses	1,049		2,764
Accrued compensation and benefits	3,076		2,386
Deferred revenue	21,812		14,180
Other liabilities included in the disposal group	4,643		1,752
Total liabilities of discontinued operations	$	31,691	$	24,391

6. Cost Method Businesses

Actua’s carrying value of its holdings in cost method businesses was $17.2 million as of September 30, 2016 and $18.1 million as of December 31, 2015, as reflected in the line item “Cost method businesses” in Actua’s Consolidated Balance Sheets as of the relevant dates.

During the three and nine months ended September 30, 2016, Actua increased its interest in Parchment Inc. (“Parchment”), a cost method business, by $0.2 million and $0.7 million, respectively.

During the three months ended September 30, 2016, Actua elected to sell a portion of its interest in InstaMed Holdings Inc. (“InstaMed”), a cost method business, pursuant to a tender offer. This sale resulted in a $1.6 million decrease in Actua's interest in InstaMed, as well as a gain of $2.8 million. See Note 11, “Other Income, Net” for additional information.

Impairments

Actua performs ongoing business reviews of its cost method businesses to determine whether Actua’s carrying value in those businesses is impaired. Actua determined its carrying value in its cost method businesses was not impaired during the nine months ended September 30, 2016 or the year ended December 31, 2015.

7. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value, which are as follows:

• Level 1 – Observable inputs, such as quoted market prices for identical assets and liabilities in active public markets.

• Level 2 – Observable inputs other than Level 1 prices based on quoted prices in markets with insufficient volume or infrequent transactions, or valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

• Level 3 – Unobservable inputs to the valuation techniques that are significant to the fair value of the asset or liability.

20

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Assets and liabilities are measured at fair value based on one or more of the following three valuation techniques:

• Market Approach – Fair value is determined based on prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.

• Income Approach – Fair value is determined by converting relevant future amounts to a single present amount based on market expectations (including present value techniques and option pricing models).

• Cost Approach – Fair value represents the amount that currently would be required to replace the service capacity of the relevant asset (often referred to as replacement cost).

The fair value hierarchy of Actua’s financial assets measured at fair value on a recurring basis were as follows:

(in thousands)				Valuation
				Technique
	Asset			(Approach)	Level 1		Level 2		Level 3
September 30, 2016
Cash equivalents (money market accounts)	$	33,977		Market	$	33,977	$	—	$	—
	$	33,977			$	33,977	$	—	$	—
				Valuation
				Technique
	Asset (liability)			(Approach)	Level 1		Level 2		Level 3
December 31, 2015
Cash equivalents (money market accounts)	$	65,010		Market	$	65,010	$	—	$	—
Acquisition contingent consideration obligations	(1,968		)	Income	—		—		(1,968		)
	$	63,042			$	65,010	$	—	$	(1,968	)

The carrying value of certain of Actua’s other financial instruments, including accounts receivable and accounts payable, approximates fair value due to the short-term nature of those instruments.

During the nine months ended September 30, 2016, cash equivalents related to GovDelivery were reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of cash equivalents related to GovDelivery as assets held for sale, Actua retrospectively decreased the value of cash equivalents as of December 31, 2015 by $0.1 million.

As of December 31, 2015, Actua accounted for a contingent earn-out payment related to VelocityEHS’ acquisition of Knowledge Management Innovations, LTD (“KMI”), which was a component of VelocityEHS’ purchase price for KMI (the “KMI Earnout”). A fair value of the KMI Earnout was determined on the date of acquisition using Monte Carlo simulation models that yielded a value of $1.2 million. During the three months ended September 30, 2016, the KMI Earnout was paid at its maximum value of $2.0 million. In prior periods, increases in value were reflected as charges in the “Impairment related and other” line item on Actua's Consolidated Statements of Operations. On Actua's Consolidated Statements of Cash Flows, the payment of the initial liability amount of $1.2 million is reflected as an outflow from financing activities, whereas the additional $0.8 million payment is reflected as an outflow from operating activities.

As discussed in Note 3, “Goodwill and Intangible Assets,” for the year ended December 31, 2015, a goodwill impairment charge was taken on the FolioDynamix reporting unit. For purposes of determining the goodwill impairment of the FolioDynamix reporting unit, Actua estimated the implied fair value of the goodwill using a variety of valuation methods, including the income and market approaches. The fair market value based on significant unobservable inputs within the Level 3 hierarchy was $126.5 million, in comparison to the net book value of $166.2 million, resulting in a total pre-tax (non-cash) impairment loss of $39.7 million. Actua’s estimate of fair value under the income approach included discounted cash flow estimates and a risk-adjusted discount rate of 23.4%.

21

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Actua performs sensitivity analysis of the fair value calculation. In evaluating the reasonableness of its fair value estimates, Actua considers, among other factors, the relationship between its book value, the market price of its Common Stock and the fair value of its reporting units. As of September 30, 2016, the closing price of Actua's Common Stock ($12.95 per share) exceeded the book value of its assets ($8.03 per share). Multiples of revenue are commonly used in valuing businesses. In 2016, the market multiples of comparable companies in the cloud technology industry recovered from the decrease experienced last year. If the closing stock price or market multiples were to decline, it would likely indicate the occurrence of events or changes that would cause Actua to perform additional impairment analyses, which could result in further revisions to its fair value estimates. Actua will continue to monitor and evaluate this relationship. Additionally, should actual results differ materially from Actua's projections, additional impairment would likely result.

8. Debt

On August 9, 2013, as part of a round of debt financing led by Actua,Bolt entered into certain loan agreements with one of its minority shareholders that exercised preemptive rights, Neurone II Investments G.P., Ltd. (“Neurone”). Those agreements provided for a term loan of $0.5 million, subject to an interest rate of 8.0% and maturity date of August 9, 2015. Since the loan matured on August 9, 2015, it has become payable on demand and interest continues to accrue at 8.0% interest. The principal amount on the loan, which is convertible into shares of preferred stock in Bolt, has a fair value of $0.5 million as of both September 30, 2016 and December 31, 2015. As of both September 30, 2016 and December 31, 2015, $0.5 million is outstanding under the term loan and is included in the line item “Short-term debt” in Actua’s Consolidated Financial Statements.

On January 1, 2015, as part of a round of debt financing led by Actua, Bolt entered into certain additional loan agreements with Neurone that provided for a term loan of $0.8 million, which is subject to an interest rate of 8.0% and a maturity date of May 1, 2016 and is now payable on demand. The loan, which is convertible into shares of Bolt’s preferred stock, has a fair value of $0.8 million as of September 30, 2016.  As of September 30, 2016, $0.8 million is outstanding under the term loan and is included in the line item “Short-term debt” in Actua’s Consolidated Balance Sheets.

9. Treasury Stock

Actua has been authorized pursuant to a share repurchase program to repurchase, from time to time, shares of Common Stock in open market transactions, including pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or in privately negotiated transactions. The program was adopted in 2008 and expanded in 2013 to allow for the repurchase of up to $150.0 million of shares of Actua's Common Stock. Subsequent to the quarter ended September 30, 2016, the program was further expanded to allow for an additional $39.8 million of repurchases, increasing the total repurchase amount to $189.8 million, of which $125.0 million is available as of the date of this Report. Actua did not repurchase any shares during the three months ended September 30, 2016. During the nine months ended September 30, 2016, Actua repurchased 1,010,000 shares of its Common Stock, paying $9.5 million for the shares at an average stock price of $9.41 per share. Actua did not repurchase any shares during the three months ended September 30, 2015. During the nine months ended September 30, 2015, Actua repurchased 96,277 shares of its Common Stock, paying $1.7 million for the shares at an average stock price of $17.66 per share. Since commencement of the program, Actua has deployed a total of $64.8 million to repurchase a total of 6,997,849 shares of Common Stock for an average purchase price of $9.26 per share. Repurchases are reflected in the line item “Treasury stock, at cost” as a reduction of stockholders’ equity in Actua’s Consolidated Balance Sheets in the relevant period.

10. Equity-Based Compensation

Equity-based compensation awards may be granted to Actua employees, directors and consultants and certain employees of its consolidated businesses under Actua’s 2005 Omnibus Equity Compensation Plan (as amended from time to time, the “Plan”). Generally, the awards vest over a period from one to four years or based on the achievement of performance-based or market-based conditions, and expire eight or ten years after the grant date. Most businesses in which Actua holds equity ownership interests also maintain their own equity incentive compensation plans. As of September 30, 2016, Actua had 1,859,249 shares of Common Stock reserved under the Plan for possible future issuance.

Actua may issue the following types of equity-based compensation to its employees and non-employee directors: (1) restricted stock and restricted stock units (which may be subject to performance-based or market-based conditions), (2) stock appreciation rights (“SARs”), (3) stock options and (4) deferred stock units (“DSUs”).

Actua’s grants of equity-based compensation are approved by its Board of Directors (“Board”) or the Compensation Committee of its Board. Equity-based compensation is included in operating expenses, primarily in the line item “General and administrative” in Actua’s Consolidated Statements of Operations.

22

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations:

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Cost of revenue	$	21	$	48	$	75	$	104
Sales and marketing	73		99		233		232
General and administrative	2,827		6,159		10,804		19,722
Research and development	105		158		321		337
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Equity-based compensation by equity award type:

(in thousands, except weighted average years)	Three Months Ended September 30,				Nine Months Ended September 30,				Weighted Average Years Remaining of Equity-Based Compensation as of
	2016		2015		2016		2015		September 30, 2016
Restricted stock	$	2,422	$	5,530	$	9,439	$	18,352	1.38
SARs	10		61		118		340		3.48
DSUs	74		99		267		135		1.70
	2,506		5,690		9,824		18,827
Equity-based compensation for consolidated businesses	520		774		1,609		1,568		2.75
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Unrecognized equity-based compensation by equity award type:

(in thousands)	As of September 30,
	2016		2015
Restricted stock	$	12,790	$	27,217
SARs	127		185
DSUs	504		1,166
	13,421		28,568
Equity-based compensation for consolidated businesses	5,035		5,539
Total equity-based compensation	$	18,456	$	34,107

Restricted Stock

Actua periodically issues shares of restricted stock to its employees, employees of its consolidated businesses and its non-management directors. Recipients of restricted stock do not pay any cash consideration for the shares and have the right to vote all shares subject to the grant. Any cash dividends paid by Actua in respect of unvested restricted stock would be paid to the holders of outstanding restricted stock at the same time as cash dividends are paid to common stockholders. Any dividends paid by Actua in stock or other property in respect of unvested restricted stock would be paid to the holders of outstanding unvested restricted stock subject to the same terms and conditions related to vesting, forfeiture and non-transferability as the underlying stock.

23

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Share activity with respect to restricted stock awards for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2014	3,755,275		$	15.94
Granted	441,256		$	16.21
Vested	(644,247	)	$	19.70
Forfeited	(43,660	)	$	17.85
Issued and unvested as of March 31, 2015	3,508,624		$	15.75
Granted	140,416		$	13.17
Vested	(63,017	)	$	10.80
Issued and unvested as of June 30, 2015	3,586,023		$	15.74
Vested	(28,461	)	$	14.27
Forfeited	(26,125	)	$	16.58
Issued and unvested as of September 30, 2015	3,531,437		$	15.74

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2015	3,480,828		$	16.51
Granted	434,283		$	8.44
Vested	(657,317	)	$	18.75
Forfeited	(588,819	)	$	10.69
Issued and unvested as of March 31, 2016	2,668,975		$	15.93
Granted	112,397		$	9.33
Vested	(81,391	)	$	13.33
Forfeited	(7,500	)	$	8.44
Issued and unvested as of June 30, 2016	2,692,481		$	15.73
Vested	(16,201	)	$	11.56
Issued and unvested as of September 30, 2016	2,676,280		$	15.76

The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and nine months ended September 30, 2016 and 2015 was as follows:

(in thousands)	2016		2015
Three Months Ended March 31,	$	5,243	$	10,839
Three Months Ended June 30,	776		875
Three Months Ended September 30,	168		399
Nine Months Ended September 30,	$	6,187	$	12,113

The following shares were surrendered by Actua's employees to satisfy their obligations for withholding taxes:

	2016	2015
Three Months Ended March 31,	191,898	207,649
Three Months Ended June 30,	736	26,032
Three Months Ended September 30,	2,727	3,330
Nine Months Ended September 30,	195,361	237,011

24

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

As of September 30, 2016, issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows:

Number of Shares Unvested	Vesting Conditions
1,355,700	Subject to certain market conditions, as discussed below
419,283	Subject to certain performance conditions, as discussed below
901,297	Subject to certain service conditions, as discussed below
2,676,280

Restricted Stock – Awards with Market Conditions

Actua has issued restricted stock awards with market-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon achievement of specified price targets of Actua’s Common Stock. The equity-based compensation expense for awards with market-based vesting conditions is recorded based on the fair value of the awards, which is determined using a Monte Carlo simulation model at the time the award is granted. For the majority of the market-based awards that are outstanding as of September 30, 2016, the derived service period over which the expense is to be recognized is also determined by the Monte Carlo simulation model. In the event that the market-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense is not reversed; if an employee terminates service with Actua prior to vesting of a market-based-vesting, any compensation expense associated with the unvested award is reversed.  

During 2011, a total of 366,666 shares of restricted stock with market-based conditions were granted to Actua’s Chief Executive Officer and its President. The market-based conditions were not achieved and the relevant shares of restricted stock lapsed unvested in the first quarter of 2016.

In February 2014, a total of 1,277,500 shares of restricted stock with market-based conditions were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses (the “2014 Management Market-Based Awards”). The vesting of those shares is contingent upon the 45-trading day volume-weighted average price per share (“VWAP”) of Actua’s Common Stock meeting or exceeding specified 45-trading day VWAP targets ($28.07, $30.16, $32.38 and $34.71) (the “2014 VWAP Targets”) on or before February 28, 2018, with 25% of the shares vesting upon achievement of each of the targets. In the event that any of the 2014 VWAP Targets are not achieved, the relevant shares of restricted stock will lapse unvested.

There are various other restricted stock awards that have been issued, the vesting of which are contingent upon the 45-trading day VWAP of Actua’s Common Stock meeting or exceeding the 2014 VWAP Targets on or before February 28, 2018, and such awards remain unvested as of September 30, 2016. These issuances total 90,800 shares awarded, of which 12,600 shares have been forfeited through the quarter ended September 30, 2016.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to awards with market conditions was less than $0.1 million and $0.8 million for the three and nine months ended September 30, 2016 and $2.4 million and $7.6 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of less than $0.1 million will be amortized in the remaining three months of 2016.

Restricted Stock – Awards with Performance Conditions

Actua also grants restricted stock awards with performance-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon the achievement of specified financial goals. The equity-based compensation expense for awards with performance-based vesting conditions is recorded based on the fair value of the awards, determined by the closing price of Actua’s Common Stock on the date of grant. Actua assesses the probability of the achievement of any performance conditions and adjusts the related equity compensation expense accordingly. In the event that the performance-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense related to those awards is reversed.

25

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

During January 2014, 244,506 shares of restricted stock were granted to two Actua employees; the vesting of the shares was based on GovDelivery’s achievement of certain performance metrics in 2014 and 2015, with a maximum vesting of 100,247 shares for 2015 and a maximum vesting of 144,259 shares for 2016.  To the extent the performance metrics were not met, the restricted shares lapsed unvested. Based on the achievement of GovDelivery’s 2014 performance metrics, 56,587 shares vested and 43,660 shares were forfeited during the first quarter of 2015. Based on the achievement of GovDelivery’s 2015 performance metrics, 81,322 shares vested and 62,937 shares were forfeited during the first quarter of 2016.

For the years ended December 31, 2014, 2015 and 2016, senior Actua employees, including Actua's executive officers, were issued a certain number of shares of restricted stock in lieu of the right to receive up to a certain percentage of their respective target bonuses (ranging from 100% to 150%) in cash. The number of shares of restricted stock issued to each senior Actua employee was determined by reference to the closing price of Actua's Common Stock on the date of issue and the dollar amount of the target bonus potentially payable in Actua Common Stock. The number of each employee's restricted shares that vested in 2015 or 2016 or, with respect to the Actua 2016 Performance Plan that will vest in 2017, is based on each employee's achievement percentage under the relevant performance plan. All expense related to the grant of restricted shares in connection with Actua's performance plans is recorded in the year of issuance, however, the vesting of such restricted shares occurs in the first quarter of the following year. The table below summarizes the grant and vesting of performance plan-related restricted stock grants for each of 2014, 2015 and 2016.

	Percentage of Target Bonus Potentially Payable in Restricted Stock		ACTA Stock Price at Issuance		Restricted Shares Granted	Performance Plan Achievement Percentage		Restricted Shares Vested	Restricted Shares Forfeited
Actua 2014 Performance Plan	100	%	$	20.33	158,942	100	%	158,942	—
Actua 2015 Performance Plan	150	%	$	16.76	316,715	83	%	175,249	141,466
Actua 2016 Performance Plan	100	%	$	8.44	419,283	*		*	*

*To be determined in the first quarter of 2017.

In February 2015, certain executives of Actua’s consolidated businesses were issued a total of 42,341 shares of restricted stock, the vesting of which was contingent upon the achievement of specified performance targets at those respective businesses.  Based on the achievement of the applicable performance targets, 28,341 of these shares vested in the first quarter of 2016, and 14,000 of these shares were forfeited.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to performance-based awards was $0.2 million and $2.1 million for the three and nine months ended September 30, 2016 and $0.8 million and $3.6 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of $0.9 million will be amortized in the three months remaining in 2016.

Restricted Stock – Awards with Service Conditions

Actua grants restricted stock awards to its employees, its directors and certain employees of its consolidated businesses that vest over a period of time of employee or director service. The equity-based compensation expense for those time-based awards is recorded based on the fair value of the awards, determined by the ending price of Actua’s Common Stock on the date of grant. In the event that an employee or board member terminates service with Actua (or its consolidated businesses) prior to the vesting of a time-based award, the related restricted stock awards are forfeited and equity-based compensation expense related to any forfeited award is reversed.  

In January 2014, 37,500 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Amended and Restated Non-Management Director Compensation Plan (the “Director Plan”); those shares vested in January 2015. See “Non-Management Director Equity-Based Compensation - The Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s non-management directors.

26

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

During February 2014, 1,377,500 shares of restricted stock were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses. Those awards vest in equal increments each year for four years on the anniversary of the grant date.  Accordingly, 344,375 shares of restricted stock vested during each of February 2015 and 2016. The unamortized equity-based compensation expense as of September 30, 2016 related to those time-based awards was $9.9 million and will be recognized as follows: $1.7 million in the remaining three months of 2016, $7.0 million in 2017 and $1.2 million in 2018.

During January 2015, 18,200 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Second Amended and Restated Non-Management Director Compensation Plan, as such has been and may be amended from time to time (the “Amended Director Plan”) that took effect January 1, 2015.  Those awards vested in July 2015.  See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s directors.  

During March 2015, 20,000 shares of Actua’s Common Stock were awarded to certain executives of Actua’s consolidated businesses; those shares were not subject to any vesting requirements.  Actua recorded $0.3 million of expense during the three months ended March 31, 2015 related to those awards; the expense is included in the line item “Restricted stock” in the equity-based compensation by equity award type table above.

During June 2015, 140,416 shares of restricted stock were granted to Actua's non-management directors in accordance with the Amended Director Plan. During the year ended December 31, 2015, 511 shares were vested and 514 shares were forfeited. To date, 86,891 shares vested in 2016; the remaining 52,500 shares vest in equal quarterly increments from December 2016 through June 2018. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s Board.

During June 2016, 72,397 shares of restricted stock with a grant date fair value of $9.02 were granted to Actua's non-management directors in accordance with the Amended Director Plan. These shares vest on the one-year anniversary of the grant date. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s Board.

There are various other restricted stock awards that were issued in previous years to Actua employees, which vest according to specified service criteria and remain unvested as of September 30, 2016. Those awards include 87,650 shares of restricted stock from multiple grants, which vest on various dates through 2020.

In aggregate, and inclusive of any amounts noted in the foregoing paragraphs of this subsection, compensation expense related to awards with service conditions was $2.2 million and $6.5 million for the three and nine months ended September 30, 2016 and was $2.4 million and $7.1 million for the corresponding periods of 2015, respectively. Unamortized compensation expense of $2.2 million will be amortized in the three months remaining in 2016.

SARs

Each SAR represents the right of the holder to receive, upon exercise of that SAR, shares of Actua Common Stock equal to the amount by which the fair market value of a share of that Common Stock on the date of exercise of the SAR exceeds the base price of the SAR. The base price is determined by the NASDAQ closing price of Actua’s Common Stock on the date of grant (or the closing price on the next trading day if there are no trades in Actua’s Common Stock on the date of grant). The fair value of each SAR is estimated on the grant date using the Black-Scholes option-pricing model. SARs generally vest over four years, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting ratably each month over the subsequent 36 months.

27

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

The activity with respect to SARs for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2014	548,482		$	10.62	$	5.79
Granted	1,500		$	16.69	$	8.99
Exercised (1)	(7,897	)	$	10.61	$	5.72
Outstanding as of March 31, 2015	542,085		$	10.64	$	5.80
Activity for the three months ended June 30, 2015	—		$	—	$	—
Outstanding as of June 30, 2015	542,085		$	10.64	$	5.80
Exercised (1)	(10,587	)	$	8.86	$	4.98
Forfeited	(1,407	)	$	9.25	$	4.90
Outstanding as of September 30, 2015	530,091		$	10.68	$	5.82
	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2015	479,656		$	10.64	$	5.80
Activity for the three months ended March 31, 2016	—		$	—	$	—
Outstanding as of March 31, 2016	479,656		$	10.64	$	5.80
Granted	25,000		$	9.04	$	4.80
Outstanding as of June 30, 2016	504,656		$	10.56	$	5.75
Exercised (1)	(16,062	)	$	8.14	$	4.66
Forfeited	(5,937	)	$	12.15	$	6.63
Outstanding as of September 30, 2016	482,657		$	10.62	$	5.78

⁽¹⁾  The exercise of SARs listed above resulted in the issuance of the following shares of Actua's Common Stock:

	2016	2015
Three Months Ended March 31,	—	1,869
Three Months Ended June 30,	—	—
Three Months Ended September 30,	3,213	2,405
Nine Months Ended September 30,	3,213	4,274

The following table summarizes information about SARs outstanding as of September 30, 2016:

Grant price	Number of SARs outstanding	Number of SARs exercisable	Weighted average remaining contractual life of SARs outstanding (in years)	Aggregate intrinsic value of SARs outstanding as of September 30, 2016 (in thousands)
$6.70 - $8.76	56,264	56,264	2.43	$	279
$9.04 - $9.84	165,033	140,033	6.32	$	616
$11.69 - $17.31	261,360	259,785	4.35	$	246
	482,657	456,082		$	1,141

As of September 30, 2016 and 2015, there were 456,082 and 492,473 SARs exercisable, respectively, at a weighted average base price of $10.69 per share and $10.74 per share, respectively, under the Plan. As of September 30, 2016, Actua expects an additional 26,575 SARs to vest in the future. The aggregate intrinsic value of the SARs outstanding as of September 30, 2016 and 2015 was $1.1 million and $1.9 million, respectively.

28

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Stock Options

The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock options generally vest over four years as follows: 25% vest on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months.  

There was no activity with respect to stock options during the nine months ended September 30, 2016 and 2015. There were 250 stock options outstanding as of both September 30, 2016 and December 31, 2015; the aggregate intrinsic value of the stock options outstanding as of both September 30, 2016 and December 31, 2015 was de minimis.

SARs and Stock Options Fair Value Assumptions

Actua estimates the grant date fair value of SARs and stock options using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. Those assumptions include estimating the expected life of the award and estimating the volatility of Actua’s stock price over the expected term. Expected volatility approximates the historical volatility of Actua’s Common Stock over the period, commensurate with the expected term of the award. Actua has sufficient historical data to calculate an expected term for SARs and stock options granted in the future. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for an instrument with a maturity that is commensurate with the expected term of the award. Changes in the above assumptions, the estimated forfeitures and/or the requisite service period can materially affect the amount of equity-based compensation recognized in Actua’s Consolidated Statements of Operations. The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the nine months ended September 30, 2016 and 2015.

	Nine Months Ended September 30,
	2016		2015
Expected volatility	56	%	56	%
Average expected life of SAR (in years)	6.13		6.13
Risk-free interest rate	1.28	%	1.51	%
Dividend yield	—		—

29

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Non-Management Director Equity-Based Compensation

Actua has periodically issued DSUs and/or shares of restricted stock to its non-management directors in accordance with the Director Plan and the Amended Director Plan. Each DSU represents a share of Actua's Common Stock into which that DSU will be converted upon the termination of the recipient’s service at Actua.  

The following table summarizes the activity related to DSUs for the three-month and nine-month periods ended September 30, 2016 and 2015:

	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2014	22,500		$	17.63
Vested	(22,500	)	$	17.63
Issued and unvested as of March 31, 2015	—		$	—
Granted	90,000		$	13.17
Issued and unvested as of June 30, 2015	90,000		$	13.17
Activity for the three months ended September 30, 2015	—		$	—
Issued and unvested as of September 30, 2015	90,000		$	13.17
	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2015	90,000		$	13.17
Activity for the three months ended March 31, 2016	—		$	—
Issued and unvested as of March 31, 2016	90,000		$	13.17
Vested	(30,000	)	$	13.17
Forfeited	(15,000	)	$	13.17
Issued and unvested as of June 30, 2016	45,000		$	13.17
Vested	(5,625	)	$	13.17
Issued and unvested as of September 30, 2016	39,375		$	13.17

Non-Management Director Equity-Based Compensation – The Director Plan

The Director Plan was effective through December 31, 2014. Under the Director Plan, non-management directors were entitled to an annual grant for which each such director could elect to receive restricted stock or DSUs. All of those shares of restricted stock and DSUs vested during the year ended December 31, 2015.

In 2014, each non-management director was also entitled to receive quarterly cash payments for his service on the Board and its committees, as applicable, under the Director Plan. Each director had the option to elect to receive DSUs in lieu of all or a portion of those cash fees. Each participating director received DSUs representing shares of Actua’s Common Stock with a fair market value equal to the relevant cash fees (with such fair market value determined by reference to the closing price of Actua's Common Stock reported by NASDAQ on the date these cash fees otherwise would have been paid). DSUs received in lieu of cash fees were fully vested at the time they were granted and will be settled in shares of Actua’s Common Stock upon the termination of the recipient’s service at Actua. The expense for those DSUs was recorded when the fees to which the DSUs relate were earned and is included in the line item “General and administrative” in Actua’s Consolidated Statements of Operations for nine months ended September 30, 2015 (but is not reflected in the summarized Equity-Based Compensation table above). During the nine months ended September 30, 2015, non-management directors received DSUs representing 4,469 shares of Actua’s Common Stock in lieu of cash for services provided.

30

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

Non-Management Director Equity-Based Compensation – The Amended Director Plan

Pursuant to the Amended Director Plan, the compensation of Actua’s non-management directors was modified as follows for 2015:  (1) the form of director retainer fee payments changed from quarterly cash payments to annual director restricted stock grants (with restricted stock with a six-month vesting period being granted in January 2015 and, thereafter, annual grants being made in connection with Actua’s annual meetings of stockholders) and (2) the number and frequency of non-management director service grant DSUs/shares of director restricted stock changed from 7,500 annually to 22,500 triennially (with 7,500 DSUs/shares of director restricted stock vesting on the one-year anniversary of the grant date, and the remaining 15,000 DSUs/shares of director restricted stock vesting in equal quarterly installments over the following two years).  The annual grants of shares of director restricted stock that replaced the quarterly cash retainer fees (a) are made at the Board meeting immediately following the annual meeting of stockholders, (b) are equal in value to the total amount of annual retainer fees that were previously payable for the year (based on the NASDAQ closing price of Actua’s Common Stock on the grant date), (c) vest on the one-year anniversary of the grant date and (d) are no longer subject to a director option to receive DSUs in lieu of the shares.

During January 2015, 18,200 shares of restricted stock with a grant date fair value of $16.10 were granted to Actua’s non-management directors (as discussed previously in this Note 10), representing the director retainer fee for the first half of 2015; those awards vested in July 2015. During June 2015, 50,416 shares of restricted stock with a grant date fair value of $13.17 were granted to Actua’s non-management directors (as discussed previously in this Note 10), representing the director retainer fee for the period from the June 12, 2015 grant date through June 12, 2016; those awards vested in June 2016.

During June 2015, 90,000 shares of restricted stock and 90,000 DSUs (both with a grant date fair value of $13.17) were granted to Actua’s non-management directors, representing the directors’ triennial service awards. As detailed above, 37,500 shares of restricted stock and 35,625 DSUs vested during the nine months ended September 30, 2016, 15,000 DSUs were forfeited in connection with a director's retirement, and the remaining 52,500 shares of restricted stock and 39,375 DSUs are scheduled to vest in equal quarterly installments from December 2016 through June 2018.

Consolidated Businesses

All of Actua’s consolidated businesses issue equity-based compensation awards to their employees. Those awards are most often in the form of stock options for the respective businesses’ stock that vest over four years. The fair value of the stock option awards is estimated on the grant date using the Black-Scholes option pricing model. The majority of the stock options vest 25% on the first anniversary of the grant date, with the remaining 75% vesting ratably each month over the subsequent 36 months. The other awards generally vest ratably over four years, with 25% vesting on each anniversary date over that term.

Consolidated business	Description of equity-based compensation award
GovDelivery - NuCivic acquisition (1)	Grant of $3.1 million in GovDelivery restricted stock
GovDelivery - Textizen acquisition (1)	Grant of $0.9 million in GovDelivery restricted stock
FolioDynamix (2)	Grant of FolioDynamix stock options with total fair value of $5.1 million

______________________________

⁽¹⁾ In conjunction with the NuCivic and Textizen acquisitions, GovDelivery granted $3.1 million and $0.9 million, respectively, of GovDelivery restricted stock. In connection with the GovDelivery Merger Agreement, the vesting of these awards was accelerated, and all unamortized equity based compensation expense remaining was accelerated into the third quarter 2016. That expense is included in the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations. See Note 5, "Discontinued Operations" for more information.

⁽²⁾ In conjunction with Actua’s acquisition of FolioDynamix, FolioDynamix stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vested in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods.

31

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the nine-month periods ended September 30, 2016 and 2015. Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans.

	Nine Months Ended September 30, 2016	Nine Months Ended September 30, 2015
Expected volatility	30% - 50%	35% - 45%
Average expected life of stock options (in years)	4.00 - 6.25	5.84 - 6.25
Risk-free interest rate	1.42% - 1.49%	1.42% - 1.86%
Dividend yield	—	—

11. Other Income, Net

Other income, net, consists of the effect of transactions and other events relating to Actua’s ownership interests and its operations in general, and is comprised of the following:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Gain (loss) on sales/distributions of ownership interests (1)(2)	$	2,842		$	(1	)	$	2,888		$	1,388
Foreign currency (loss) gain (3)	(11		)	97			(162		)	149
Total other income, net	$	2,831		$	96		$	2,726		$	1,537

____________________________

⁽¹⁾  During the three months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $30 thousand and recognized a gain of $2.8 million on the sale of shares related to a cost method investment.

⁽²⁾  During the nine months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $60 thousand, recognized a gain of $2.8 million on the sale of shares related to a cost method investment, and received loan repayments from a previously-owned equity method investment in the amount of $16 thousand. During the nine months ended September 30, 2015, Actua received distributions from a previously-owned interest that resulted in proceeds of $1.0 million and received loan repayments from a previously-owned equity method investment in the amount of $0.4 million.

⁽³⁾  During the nine months ended September 30, 2016, other income related to GovDelivery was reclassified to the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations for all periods presented because of, among other things, the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of other income related to GovDelivery, which resulted in an increase to other income of $68 thousand and $186 thousand for the three and nine months ended September 30, 2016, respectively. Actua retrospectively increased the value of other income by $44 thousand and $49 thousand for three and nine months ended September 30, 2015, respectively.

12. Income Taxes

Actua Corporation, FolioDynamix, VelocityEHS, and (through October 18, 2016) GovDelivery file a consolidated federal income tax return. Bolt is not included in Actua’s consolidated federal income tax return. For the nine months ended September 30, 2016 and 2015, a tax provision was recognized for state and foreign income taxes; no tax benefit for the loss from continuing operations was recognized as Actua maintains a full valuation allowance against its federal net deferred tax assets that it believes, after evaluating all the positive and negative evidence, both historical and prospective, is more likely than not to not be realized.

32

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

13. Net Loss per Share

The calculations of net loss per share were as follows:

(in thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Basic and Diluted:
Net loss from continuing operations	$	(6,467	)	$	(11,732	)	$	(29,590	)	$	(37,390	)
Net loss from discontinued operations	(3,607		)	(2,150		)	(7,556		)	(6,539		)
Net loss attributable to Actua Corporation	$	(10,074	)	$	(13,882	)	$	(37,146	)	$	(43,929	)
Basic and Diluted:
Net loss from continuing operations per share	$	(0.17	)	$	(0.31	)	$	(0.80	)	$	(1.01	)
Net loss from discontinued operations per share	(0.10		)	(0.06		)	(0.21		)	(0.18		)
Net loss attributable to Actua Corporation per share	$	(0.27	)	$	(0.37	)	$	(1.01	)	$	(1.19	)
Shares used in computation of basis and diluted loss per share	36,776			37,146			36,943			37,038

The following potentially dilutive securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive:

	Units (in thousands)	Weighted Average Price per Share
Three Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Nine Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Three Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—
Nine Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—

___________________________

⁽¹⁾  Anti-dilutive securities include contingently issuable shares unvested as of September 30, 2016 and 2015, the vesting of which is based on service conditions, performance conditions and market conditions that have not yet been achieved. See Note 10, “Equity-Based Compensation.”

33

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

14. Segment Information

The results of operations of our businesses are reported in two segments; the “vertical cloud” reporting segment and the “vertical cloud (venture)” reporting segment.  The vertical cloud reporting segment reflects the aggregate financial results of Actua’s businesses (1) that share economic and other characteristics, (2) in which Actua’s management takes a very active role in providing strategic direction and operational support, and (3) towards which Actua devotes relatively large proportions of its personnel, financial capital and other resources.  As of the date of this Report, Actua owns majority controlling equity positions in (and therefore consolidates the financial results of) the three businesses in the vertical cloud segment: Bolt, FolioDynamix and VelocityEHS.  The vertical cloud (venture) reporting segment includes businesses with many characteristics similar to those of the businesses in the vertical cloud segment, but in which Actua takes a less active role in terms of strategic direction and operational support, and, accordingly, towards which Actua devotes relatively small amounts of personnel, financial capital and other resources.

During the three and nine months ended September 30, 2016, approximately $1.2 million and $3.2 million, respectively, of Actua's consolidated revenue relates to sales generated outside of the United States, primarily Europe and Canada. During the three and nine months ended September 30, 2015, approximately $0.8 million and $2.7 million, respectively, of Actua’s consolidated revenue relates to sales generated outside of the United States, primarily Europe and Canada. As of September 30, 2016 and December 31, 2015, Actua’s assets were located primarily in the United States.

During the nine months ended September 30, 2016, revenue related to GovDelivery was reclassified to the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations for all periods presented because of, among other things, the GovDelivery Merger Agreement as discussed in Note 1, "The Company" and Note 5, “Discontinued Operations.” Accordingly, Actua retrospectively decreased the value of revenue generated outside of the United States by $0.7 million and $2.2 million for the three and nine months ended September 30, 2016, respectively, and by $0.7 million and $2.0 million for the three and nine months ended September 30, 2015, respectively.

34

ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(Unaudited)

The following tables summarize selected information related to Actua’s segments. The amounts presented as "Dispositions" in the following tables reflect the effects of the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

(in thousands)									Reconciling Items
	Vertical Cloud			Vertical Cloud (Venture)		Total Segment			Dispositions (2)			Other (1)			Consolidated
Three Months Ended September 30, 2016
Revenue	$	27,937		$	—	$	27,937		$	—		$	—		$	27,937
Net loss attributable to Actua Corporation	$	(4,871	)	$	—	$	(4,871	)	$	(3,607	)	$	(1,596	)	$	(10,074	)
Three Months Ended September 30, 2015
Revenue	$	24,917		$	—	$	24,917		$	—		$	—		$	24,917
Net loss attributable to Actua Corporation	$	(4,192	)	$	—	$	(4,192	)	$	(2,150	)	$	(7,540	)	$	(13,882	)
Nine Months Ended September 30, 2016
Revenue	$	79,977		$	—	$	79,977		$	—		$	—		$	79,977
Net loss attributable to Actua Corporation	$	(16,896	)	$	—	$	(16,896	)	$	(7,556	)	$	(12,694	)	$	(37,146	)
Nine Months Ended September 30, 2015
Revenue	$	72,957		$	—	$	72,957		$	—		$	—		$	72,957
Net loss attributable to Actua Corporation	$	(14,769	)	$	—	$	(14,769	)	$	(6,539	)	$	(22,621	)	$	(43,929	)

________________

⁽¹⁾  The following table reflects the components of “Net loss attributable to Actua Corporation” included within the “Other” category:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Selected Data:	2016			2015			2016			2015
General and administrative	$	(5,249	)	$	(8,045	)	$	(18,074	)	$	(25,965	)
Impairment related and other	3			(89		)	(42		)	(290		)
Other income (loss), net (Note 11)	2,842			(1		)	2,888			1,388
Interest income	24			25			92			67
Net income attributable to the noncontrolling interest	784			570			2,442			2,179
Net loss	$	(1,596	)	$	(7,540	)	$	(12,694	)	$	(22,621	)

⁽²⁾  The amounts presented as "Dispositions" are related to GovDelivery, which entered into a definitive merger agreement to be acquired by an affiliate of Vista Equity Partners on September 20, 2016. All amounts related to GovDelivery have been removed from the results of our segments and are included in “Dispositions” in the segment information table above for all periods presented.  GovDelivery’s revenue for the three-month period ended September 30, 2016 and 2015 was $11.4 million and $9.2 million, respectively.  GovDelivery’s revenue for the nine-month period ended September 30, 2016 and 2015 was $30.6 million and $25.3 million, respectively.

	Vertical Cloud		Vertical Cloud (Venture)		Total Segment		Dispositions		Other		Consolidated Results
Assets as of:
September 30, 2016	$	341,293	$	17,249	$	358,542	$	33,609	$	28,631	$	420,782
December 31, 2015	$	347,436	$	18,146	$	365,582	$	29,129	$	55,433	$	450,144

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ACTUA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

(Unaudited)

(Unaudited)

15. Contingencies

During 2008 and 2009, two carried interest plans (one in each year) were established, for which a carried interest of 15.0% is allocable to Actua’s management participants in each plan. Carried interest will be paid in connection with a liquidity event or income receipt at any of the businesses in which the carried interest plans hold debt or equity interests (primarily Bolt), subject to an aggregate specified hurdle threshold and hold back and claw back criteria. Actua has allocated approximately $77 million as of September 30, 2016 with respect to the carried interest plans, and there were no cash deployments related to these plans in 2015 nor the three and nine months ended September 30, 2016. Actua’s ownership in Bolt acquired prior to 2015 is held in the 2009 carried interest plan, and the activity over the past few years relative to the 2009 carried interest plan primarily relates to cash deployment from Actua to achieve its objectives of increasing its ownership in, and supporting the cash needs of, Bolt. Beginning in 2015, any cash deployed to Bolt in the form of debt or equity financing has not been included in the carried interest plans. Other than the stake in Bolt held by the 2009 carried interest plan, the assets held by the carried interest plans are immaterial to Actua. As of September 30, 2016, Actua does not expect a liquidity event or income receipt at any of the relevant businesses that would trigger a payment under either of the carried interest plans to occur in the near future, and, accordingly, Actua has not recorded a liability with respect to these plans. Once a liquidity event or income receipt at any of the relevant businesses that would yield proceeds in excess of the calculated hurdle rate occurs, and a payment becomes probable and estimable, Actua would record the appropriate liability. Payments against that liability would occur thereafter, subject to relevant hold backs and claw backs. As of September 30, 2016, there were no distributions over the aggregate specified hurdle thresholds, and none are expected in the foreseeable future.  

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this Report and discussed in our other SEC filings. The following discussion should be read in conjunction with our unaudited Consolidated Financial Statements and the related Notes thereto included in this Report.

The Consolidated Financial Statements include the consolidated accounts of Actua Corporation, a company incorporated in Delaware, and its subsidiaries, both wholly-owned and consolidated (Actua Corporation and all such subsidiaries are collectively hereafter referred to as “Actua,” the “Company,” “we,” “our,” or “us”), and have been prepared in accordance with GAAP.

Executive Summary

Actua is a multi-vertical cloud technology company with offerings that we believe create unique and compelling value for our customers and provide transformative efficiency to vertical markets. We manage our consolidated vertical cloud-based businesses, which operate in the commercial and personal property and casualty insurance, wealth management and environmental, health and safety (“EH&S”) markets, with a uniform set of industry-standard recurring revenue metrics and specifically look to drive growth at those businesses by:

• continuously creating compelling, differentiated cloud-based products and services through investment in research and development;

• driving efficient long-term growth in recurring revenue through investment in lead generation, marketing and sales;

• identifying, structuring and executing accretive acquisitions that accelerate strategic plans, increase revenue growth and, over time, improve margins;

• investing in and cultivating deep, domain-expert management teams; and

• implementing strategies to obtain operational leverage and increased profitability while maintaining high revenue growth, particularly as a company scales.

We believe that, through those and other measures, we are developing a set of leading businesses that possess unique assets which are hard to replicate and which provide competitive differentiation in the sizable vertical markets in which they operate.  We believe further that our vertical cloud business model focus, which drives the compelling value proposition of our businesses, positions us well to generate sustained, meaningful long-term returns for our stockholders through, among other things:

• revenue visibility and predictability (and lower revenue volatility than traditional software companies);

• strong gross margins;

• disciplined customer acquisition and attractive lifetime customer values, which allow for efficient growth through investment in sales and marketing;

• economies of scale inherent in multi-tenancy software architecture, which allow a focus on innovation; and

• ultimately, long-term profitability and positive operating cash flow.

The results of operations of our businesses are reported in two segments:  the “vertical cloud” reporting segment and the “vertical cloud (venture)” reporting segment.  Our vertical cloud reporting segment reflects the aggregate financial results of our businesses:

• that generally share the economic and other characteristics described above;

• in which our management takes a very active role in providing strategic direction and operational support; and

• towards which we devote relatively large proportions of our personnel, financial capital and other resources.

As of the date of this Report, we own substantial majority controlling equity positions in (and therefore consolidate the financial results of) each of the three businesses in our vertical cloud segment: Bolt (of which we own 70%), FolioDynamix (of which we own 98%) and VelocityEHS (of which we own 99%). As described elsewhere in this Report, GovDelivery, which was previously in our vertical cloud segment, was sold on October 18, 2016.

Our vertical cloud (venture) reporting segment includes businesses with many characteristics similar to those of the businesses in our vertical cloud segment, but in which we take a less active role in terms of strategic direction and operational support, and, accordingly, towards which we devote relatively small amounts of personnel, financial capital and other resources. Each of the businesses in our vertical cloud (venture) reporting segment, the most significant of which are InstaMed and Parchment, are accounted for under the cost method of accounting, since we own less than 20% in each of these businesses (see Note 2, “Significant Accounting Policies,” to our Consolidated Financial Statements).

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As described in expanded detail below, each of our three vertical cloud businesses, Bolt, FolioDynamix and VelocityEHS, offers cloud-based products and services that address the needs of a specific vertical market or industry. Each of those businesses competes with one or more traditional or cloud-based software firms, some of which have a horizontal/multi-industry focus and some of which may have better name recognition and greater financial and other resources than our businesses do. We believe that each of our businesses is well-positioned to compete with those firms because of, among other things, the vertical domain expertise and vertically-focused technology that we have cultivated.

Our focus on serving vertical markets, each of which has customers with similar needs and challenges, allows for narrowly-focused and rapid product development, which results in technology that is often better suited than a horizontal solution to address customer needs and challenges. In addition, our proprietary, scalable and secure multi-tenant architecture enables us to have relatively lower research and development expenses than traditional software companies. Based in large part on those advantages, we have invested, and will continue to invest, heavily in research and development at each of our businesses to continue to develop differentiated, vertically-focused cloud-based offerings, which are highlighted by:

• 5,543 commercial and personal property and casualty insurance products from approximately 100 carriers that Bolt is able to offer through its platform;

• the broad reach of FolioDynamix’s wealth management platform, which serviced approximately $658.8 billion of assets under management (“AUM”) as of September 30, 2016, and its complementary investment advisory services, which encompassed approximately $22.6 billion of AUM (of which $5.5 billion are Regulatory AUM) as of September 30, 2016; and

• VelocityEHS’ industry-leading proprietary database, which contains over 11 million safety data sheets.

Another key component of our business strategy, in addition to our multi-vertical domain expertise and effective and efficient research and development, is the leverage inherent in the recurring revenue generated by our cloud-based software delivery model. In part because our customers are required to make periodic payments to continue receiving access to our cloud-based products and services, we have established long-term relationships with our customers, many of which are governed by multi-year contracts that have historically high renewal rates.  The consistent revenue stream provided by our recurring revenue model, coupled with our relatively high gross margins, allow us to drive revenue growth more consistently over time through investment in lead generation, sales and marketing. In order to ensure that we are effectively leveraging our cloud-based model, we closely monitor and manage the revenue growth rates, along with the gross margins, number of customers and a variety of customer retention and sales efficiency metrics, at each of our businesses. Through the third quarter of 2016:

• Bolt's revenue grew approximately 4% from the corresponding nine-month prior year period. During the nine months ended September 30, 2016, Bolt served approximately 2,065 independent commercial and personal property and casualty insurance agent customers, a number of large commercial and personal property and casualty insurance carrier-agency customers, six customers who are non-traditional sellers of commercial and personal property and casualty insurance products and one state commercial and personal property and casualty insurance exchange customer;

• FolioDynamix’s revenue decreased approximately 7% from the corresponding nine-month prior year period. During the nine months ended September 30, 2016, it served approximately 90 direct financial services organizations, such as brokerage firms, banks (trust and retail), large registered investment advisors (“RIAs”) and RIA networks and other fee-based managed account providers; and

• VelocityEHS’ revenue grew approximately 22% from the corresponding nine-month prior year period. During the nine months ended September 30, 2016, VelocityEHS served around 12,000 customers; approximately 75% are platform customers, consisting of large and mid-market North American businesses in a wide variety of industries.

We also actively source and intend to selectively pursue acquisitions that would provide one or more of our businesses with critical mass, complementary cloud-based products and services to sell to existing customers, additional customers for existing cloud-based products and services, access to adjacent cloud computing markets, and/or technology that is a differentiator in the business’s vertical cloud computing market. For example, in January 2016, VelocityEHS acquired substantially all of the assets of ErgoAdvocate, a company that provides ergonomics assessment and training software; the acquisition allows VelocityEHS to provide a new offering to customers.

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Our ability to execute against our business strategy and continue to successfully grow our vertical cloud businesses will be dependent on a number of factors, including the following:

• our ability to compete in highly-competitive, rapidly developing markets against traditional and cloud-based software firms, some of which may have better name recognition and greater financial and other resources than our businesses do;

• the emergence of additional competitors in our markets and improved product offerings by existing and new competitors;

• our prospective customers’ willingness to migrate to cloud computing services;

• the availability, performance and security of our cloud-based technology, particularly in light of increased cybersecurity risks and concerns;

• our ability to continue to drive successful customer adoption and utilization of our cloud-based technologies;

• our ability to continue to release, and gain customer acceptance of, new and improved features and functionality;

• our ability to continue to maintain a leadership role in the vertical industries in which we operate;

• our ability to have continued access to capital and to manage capital resources effectively;

• our ability to deploy capital effectively and on favorable terms;

• our ability to successfully integrate acquired businesses and technologies;

• acceptance of our cloud-based products and services in new markets or markets where we have few customers;

• our ability to continue to maintain appropriate data center capacity and security as our businesses grow;

• our ability to attract new personnel and retain and motivate current personnel, particularly personnel with the vertical domain expertise that is critical to our success; and

• general economic conditions, which could affect our customers’ ability and willingness to purchase our cloud-based solutions, delay customers’ purchasing decisions or affect customer attrition rates.

Our Vertical Cloud Businesses

As of the date of this Report, we consolidated the following vertical cloud businesses:

Bolt

Bolt offers a cloud-based platform that we believe, through its unique product and technology connectivity, is changing the way insurance is sold.  The platform provides:

• large commercial and personal property and casualty insurance carrier-agencies with a means to enable all of their captive agents to meet the needs of their customers by giving them instant access to a wide range of commercial and personal property and casualty insurance products from a variety of other prominent carriers;

• independent commercial and personal property and casualty insurance agents with a means to meet the needs of their customers by giving them instant access to a wide range of commercial and personal property and casualty insurance products from a variety of prominent carriers;

• non-traditional sellers of commercial and personal property and casualty insurance products with a means to meet the needs of their customers by giving them instant access to a cloud-based distribution network and a wide range of commercial and personal property and casualty insurance products from a variety of prominent carriers; and

• commercial and personal property and casualty insurance carriers with a variety of additional distribution channels that foster a richer flow of business across their commercial and personal property and casualty insurance product lines.

Bolt is able to provide its platform-subscriber customers and partners, which include large insurance carrier-agencies, independent insurance agents and other insurance-based organizations, with access to a wide array of commercial and personal property and casualty insurance products through its agency appointments from various prominent insurance carriers. Any loss by Bolt of one or more of these agency appointments or one or more of its large platform customers would have a negative impact on Bolt’s business, financial results and condition, but Bolt does not have any agency appointment or customer the loss of which would have a materially adverse financial impact on our vertical cloud business as a whole. Bolt’s platform customers pay both subscription and transaction-based fees (commissions) for use of its platform; the insurance carriers whose products are sold on the platform pay Bolt on a commissions basis for products sold. Bolt sells the periodic (usually multi-year) platform subscriptions to its customers and establishes and manages its carrier agency relationships directly through its internal sales team. In addition to the revenue Bolt derives from providing access to its platform, Bolt also operates as an independent insurance agency and sells commercial and personal property and casualty insurance products directly to consumers online through its platform; those sales represent a relatively small percentage of Bolt’s business.

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The insurance intermediary business is highly competitive, and numerous firms, some of which have substantially greater financial and other resources, name recognition and market presence than Bolt, actively compete with Bolt for customers and insurance markets. Competition in the insurance business is largely based on innovation, quality of service and price. A number of insurance companies directly sell insurance, primarily to individuals, and do not pay commissions to third-party agents and brokers. In addition, the cloud has increasingly become a source for the direct placement of personal business lines.  We believe that Bolt’s unique platform and the product and technology connectivity that it offers allows Bolt to compete in the insurance market. During the nine months ended September 30, 2016, Bolt spent approximately $2.7 million on research and development activities.  

As of September 30, 2016, Bolt had 188 employees.  

FolioDynamix

FolioDynamix offers wealth management service providers and financial advisors a comprehensive, secure, cloud-based wealth management technology platform and advisory solutions for managing the full wealth management lifecycle across all types of investment programs. FolioDynamix provides its customers with leading-edge technology to attract and retain the best advisors, enable more effective business process management, accelerate client acquisition and gain visibility across all AUM.    

FolioDynamix’s customers include a variety of financial services organizations, such as brokerage firms, banks (trust and retail), large RIAs, and RIA networks and other fee-based managed account providers. FolioDynamix's customers access specified bundles of platform applications through the cloud on a periodic (usually multi-year) subscription basis. FolioDynamix sells the periodic subscriptions directly to its customers through its internal sales team.  FolioDynamix’s comprehensive, integrated platform enables highly sophisticated management of all aspects of a financial services organization’s wealth management processes, including:

• proposal generation and investment policy statement management;

• client acquisition and onboarding;

• investment model management;

• portfolio rebalancing;

• trading and trade order management;

• performance management and reporting; and

• portfolio accounting.

FolioDynamix complements its innovative wealth management platform and applications with institutional-quality research, content and consulting expertise through its subsidiary, FDx Advisors, Inc. (“FDx Advisors”).  FDx Advisors is an RIA firm that is independently available to help wealth management firms with due diligence and discretionary investment solutions that can be fully integrated with the FolioDynamix technology platform. The company charges its customers for these advisory services fees based on a specified percentage of AUM.

FolioDynamix’s five largest customers in terms of revenue generation represented approximately 56% of its revenue for the nine months ended September 30, 2016. Although a loss of one or more of these customers (most of which have been signed to long-term contracts through at least 2017), or a significant decrease in the assets, or the value of the assets that one or more of them holds on the FolioDynamix platform would have a negative impact on FolioDynamix’s financial results and condition, FolioDynamix does not have any customer the loss of which would have a materially adverse financial impact on our vertical cloud businesses as a whole.

The market for wealth management software and advisory services is fragmented, competitive and rapidly changing. When selling its software to large financial services organizations, FolioDynamix faces competition from software companies who provide end-to-end, cloud-based solutions and an even larger number of software companies that offer individual point solutions; some of these companies may have better name recognition and financial and other resources than FolioDynamix. To a lesser degree, FolioDynamix competes with in-house solutions that its current and prospective clients may develop. We believe that FolioDynamix’s sophisticated, highly-scalable, comprehensive cloud-based technology platform, along with its deep wealth management domain knowledge and processes, particularly in the areas of research and regulatory compliance, provide it with a strong position in the wealth management software and advisory services market. During the nine months ended September 30, 2016, FolioDynamix spent approximately $7.8 million on research and development activities.

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On October 31, 2016, FolioDynamix acquired substantially all the assets of SAS for initial consideration, net of a working capital adjustment, of approximately $2.9 million and aggregate payments of approximately $1.0 million payable over the 15-month period following the closing. The SAS acquisition is also subject to an earnout based on achievement of revenue targets. The maximum consideration payable related to the SAS acquisition, including the initial consideration, is $25.0 million. SAS specializes in RIA-specific technology, advisory consulting and overlay management, as well as, access to third-party managers and their own strategist portfolios. This acquisition will offer FolioDynamix's independent RIAs customers an improved advisor interface, a best-in-class execution desk and better operational support.

As of September 30, 2016, FolioDynamix had 129 employees, of which 2 were part-time employees.  

VelocityEHS

In September 2015, MSDSonline Holdings, Inc. undertook a rebranding effort and changed its corporate name to VelocityEHS Holdings, Inc. in order to reflect the completion of its transformation into a platform with a comprehensive set of cloud-based EH&S tools. These tools allow customers to gain visibility into, and control risk at, their companies in the areas of incident management, audit and inspection training, compliance management, risk analysis, ergonomics, greenhouse gas reporting and sustainability metrics and reporting.

The VelocityEHS platform helps businesses create safer work environments by identifying, managing and reducing potential workplace and environmental hazards that save time, lower costs and reduce the risk and liability associated with meeting compliance (particularly U.S. Occupational Safety and Health Administration (“OSHA”)) requirements.  

VelocityEHS customers, which include large and mid-market North American businesses in a wide variety of industries (including healthcare, manufacturing, education, construction, hospitality and technology, among many others), access the company’s applications through the cloud on a subscription basis (usually multi-year); VelocityEHS sells the subscriptions directly to its customers through its internal sales team.  

VelocityEHS' principal products are currently chemical management products. These cloud-based applications provide customers with the ability to track, manage and report on the hazardous chemicals contained in their workplaces, with the HQ RegXR Account application containing additional regulatory reporting functionality.  Specifically, the applications provide businesses with:

• 24/7 access to the industry’s leading database of chemical safety data sheets, which ensures that their safety data sheet libraries are complete, up-to-date and OSHA-compliant;

• user-friendly tools that enable compliance with a variety of hazard communication requirements, such as chemical labeling, safe chemical handling and more (with the HQ RegXR Account application featuring a sophisticated regulatory cross-referencing engine);

• robust chemical management tools, including chemical mapping features, which significantly increase control over the location, status and risks associated with the chemicals at their facilities;

• mobile-enabled functionality and chemical inventory scanning technology, which allow on-the-spot access to chemical inventory information via mobile devices; and

• quick return on investment and low cost of ownership, as they eliminate time-consuming, manual administrative tasks.

VelocityEHS offers a number of customer services to support its HQ Account and HQ RegXR Account applications, such as customer training, safety data sheet authoring and compiling/indexing of customers’ online safety data sheet libraries; those services are sold to customers on a project fee basis.

VelocityEHS has around 12,000 customers, none of which individually account for a material portion of its annual revenues. The market for EH&S software is fragmented and competitive. When selling its applications and services to large organizations, VelocityEHS faces competition from both large horizontal/multi-industry software companies that offer EH&S modules and smaller software companies focused solely on EH&S markets; some of these software companies provide cloud-based software solutions, while others offer only traditional, on-premise software solutions. In the large enterprise EH&S market, VelocityEHS often competes with incumbent vendors, many of which have more name recognition and financial and other resources than VelocityEHS. In the mid-market, VelocityEHS competes sometimes with smaller software companies but more often with home-grown (often manual/off-line) solutions that current and prospective customers may develop. We believe that VelocityEHS' unparalleled proprietary database, which contains over 11 million safety data sheets, along with its cloud-based, EH&S-focused technology, its sales and marketing expertise and its deep EH&S and regulatory domain knowledge, provides VelocityEHS with a strong competitive position relative to both large and small companies offering competing EH&S software solutions. During the nine months ended September 30, 2016, VelocityEHS spent approximately $5.7 million on research and development initiatives.     

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As of September 30, 2016, VelocityEHS had 382 employees, of which 6 were part-time employees.

Our Vertical Cloud (Venture) Businesses

As of the date of this Report, the most material businesses that are included in our vertical cloud (venture) segment are as follows:

InstaMed

InstaMed operates a cloud-based healthcare payments network focused exclusively on healthcare providers, payers and patients. With its bank partners, InstaMed moves billions of dollars and information on its single, integrated network, connecting thousands of hospitals, practices and payers, and millions of patients for business. InstaMed’s innovative private cloud technology transforms the healthcare payment process by delivering new levels of payment assurance, simplicity, convenience and cost savings to the healthcare industry.

Parchment

Parchment is a leader in education credentials technology, allowing learners, educators and employers to collect, analyze, use and share credentials in simple and secure ways.  Parchment’s cloud-based software offering is a transcript exchange and intelligence platform that enables the secure, rapid exchange of electronic transcripts and other student records among schools, universities, state education agencies and individuals. Through Parchment’s website, students can research colleges and discover their chances of admission, see how they compare with peers, get college recommendations and send official transcripts when they are ready to apply.

Employees

Corporate headcount at Actua as of September 30, 2016 was 21 employees. The headcount at our consolidated businesses (excluding the employees of GovDelivery) as of September 30, 2016 was 699 employees.  See the individual descriptions of our consolidated businesses above for the number of employees at those businesses.

Results of Operations

The following tables contain selected financial information related to our reportable segments. The segments, as applicable, include the results of our consolidated businesses and the businesses included in each segment are consistent between periods. The method of accounting for any particular business may change based upon, among other things, a change in our ownership interest.

“Other” expenses represent (1) the corporate general and administrative expenses of Actua’s business operations, which primarily include employee costs and costs associated with operating as a public company and acquiring businesses, (2) gains or losses on the dispositions of ownership interests, (3) income taxes and (4) the results of operations attributable to the respective noncontrolling interests of our businesses.

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(in thousands)									Reconciling Items
	Vertical Cloud			Vertical Cloud (Venture)		Total Segment			Dispositions			Other			Consolidated
Three Months Ended September 30, 2016
Revenue	$	27,937		$	—	$	27,937		$	—		$	—		$	27,937
Net loss attributable to Actua Corporation	$	(4,871	)	$	—	$	(4,871	)	$	(3,607	)	$	(1,596	)	$	(10,074	)
Three Months Ended September 30, 2015
Revenue	$	24,917		$	—	$	24,917		$	—		$	—		$	24,917
Net loss attributable to Actua Corporation	$	(4,192	)	$	—	$	(4,192	)	$	(2,150	)	$	(7,540	)	$	(13,882	)
Nine Months Ended September 30, 2016
Revenue	$	79,977		$	—	$	79,977		$	—		$	—		$	79,977
Net loss attributable to Actua Corporation	$	(16,896	)	$	—	$	(16,896	)	$	(7,556	)	$	(12,694	)	$	(37,146	)
Nine Months Ended September 30, 2015
Revenue	$	72,957		$	—	$	72,957		$	—		$	—		$	72,957
Net loss attributable to Actua Corporation	$	(14,769	)	$	—	$	(14,769	)	$	(6,539	)	$	(22,621	)	$	(43,929	)

Results of Operations – Vertical Cloud Businesses

For theThree Months Ended September 30, 2016and2015

The following presentation includes the consolidated financial results of Bolt, FolioDynamix and VelocityEHS.

(in thousands)	Three Months Ended September 30,						Quarterly Change
	2016			2015			$ Change			% Change
Selected data:
Revenue	$	27,937		$	24,917		$	3,020		12	%
Cost of revenue	(7,441		)	(6,663		)	(778		)	12	%
Sales and marketing	(10,281		)	(9,551		)	(730		)	8	%
General and administrative	(5,979		)	(4,497		)	(1,482		)	33	%
Research and development	(5,411		)	(4,973		)	(438		)	9	%
Amortization of intangible assets	(3,524		)	(3,266		)	(258		)	8	%
Impairment related and other	(48		)	(196		)	148			76	%
Operating expenses	(32,684		)	(29,146		)	(3,538		)	12	%
Operating loss	(4,747		)	(4,229		)	(518		)	12	%
Other (loss) income	(11		)	97			(108		)	111	%
Interest income	7			5			2			40	%
Interest expense	(27		)	(36		)	9			25	%
Income tax expense	(93		)	(29		)	(64		)	221	%
Net loss	$	(4,871	)	$	(4,192	)	$	(679	)	16	%

Revenue

Revenue for the three months ended September 30, 2016 increased $3.0 million compared to the three months ended September 30, 2015, from $24.9 million to $27.9 million, primarily due to additional customer revenue at Bolt and VelocityEHS. The increase in customers at our businesses was primarily driven by increased spending on sales and marketing initiatives.  We anticipate that the number of customers at our businesses will continue to increase due to both an increase in the number of cloud-based solutions we offer and an increase in the penetration of those solutions across our existing customer base.  Additionally, we plan to continue selectively pursuing acquisitions that further expand and complement certain of our existing businesses.

Cost of revenue

Cost of revenue for the three months ended September 30, 2016 was $7.4 million, an increase of $0.8 million (or 12%) from cost of revenue of $6.7 million for the three months ended September 30, 2015. The increase was primarily due to higher personnel costs related to increased headcount at our businesses in 2016 as a result of staffing initiatives that were related to our growth. We

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also incurred higher expenses for occupancy and third-party direct costs in the three months ended September 30, 2016 than for the comparable 2015 period. Cost of revenue was 27% of revenue for the three months ended September 30, 2016 and 27% of revenue for the comparable 2015 period. Going forward, as our businesses expand, we anticipate that cost of revenue will increase in absolute dollars as we continue to hire additional personnel.

Sales and marketing expenses

Sales and marketing expenses for the three months ended September 30, 2016 were $10.3 million, an increase of $0.7 million (or 8%) from $9.6 million of sales and marketing expenses for the three months ended September 30, 2015. The increase was primarily due to increased sales and marketing headcount at our businesses in 2016 as a result of staffing initiatives that were related to our growth, which resulted in higher personnel costs, as well as increased commissions earned by sales personnel at our businesses. We also incurred more occupancy expenses in the three months ended September 30, 2016 than in the comparable 2015 period. As a percentage of revenue, sales and marketing expenses were 37% for the three months ended September 30, 2016 and 38% for the comparable 2015 period. As we expand our businesses, we will continue to add resources to our sales and marketing efforts, and, accordingly, we expect that our sales and marketing expenses will continue to increase in absolute dollars.

General and administrative expenses

General and administrative expenses for the three months ended September 30, 2016 were $6.0 million, an increase of $1.5 million (or 33%) from $4.5 million of general and administrative expenses for the three months ended September 30, 2015.  The increase was due to higher personnel costs related to increased headcount at our businesses in 2016, as a result of staffing initiatives that were related to our growth. General and administrative expenses represented 21% of revenue for the three-month period ended September 30, 2016 and 18% for the comparable 2015 period. Going forward, as we expand our businesses, we expect that general and administrative expenses will continue to increase in absolute dollars but will decrease as a percentage of revenue.

Research and development expenses

Research and development expenses for the three months ended September 30, 2016 were $5.4 million, an increase of $0.4 million (or 9%) from $5.0 million for the three months ended September 30, 2015. This increase was due primarily to higher personnel costs related to increased headcount at our businesses in 2016, as a result of staffing initiatives that were related to our growth. As a percentage of revenues, research and development expenses were 19% for the three months ended September 30, 2016 and 20% for the comparable 2015 period. As we enhance and expand our solutions and applications, we expect that research and development expenses will continue to increase in absolute dollars, but decrease as a percentage of revenue.

Amortization of intangible assets

Amortization expense for the three months ended September 30, 2016 was $3.5 million, and remained relatively consistent in comparison to the prior period with a nominal increase from $3.3 million of amortization expense for the three months ended September 30, 2015.  Over the next few years, we expect that amortization expense will increase in absolute dollars, but decrease as a percentage of revenue, if our businesses continue to consummate acquisitions.

Impairment related and other expense

Impairment related and other expenses for the three months ended September 30, 2016 decreased approximately $0.1 million compared to the three months ended September 30, 2015; this was mainly due to a reduction in acquisition costs. The expense for the three months ended September 30, 2016 primarily comprised of charges associated with certain severance actions.

Other (loss) income

The change in other (loss) income for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 was not material in absolute dollars; these amounts mainly relate to foreign exchange gains and losses.

Interest income

Interest income for the three months ended September 30, 2016 remained relatively consistent as compared to the three months ended September 30, 2015.

Interest expense

Interest expense for the three months ended September 30, 2016, compared to the three months ended September 30, 2015, remained relatively consistent.

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Income tax expense

Our provision for income taxes, which relates to state and foreign income tax expense, for the three months ended September 30, 2016 and the three months ended September 30, 2015 was not material in absolute dollars.

For theNine Months Ended September 30, 2016and2015

The following presentation includes the consolidated financial results of Bolt, FolioDynamix and VelocityEHS.

(in thousands)	Nine Months Ended September 30,						Period Change
	2016			2015			$ Change			% Change
Selected data:
Revenue	$	79,977		$	72,957		$	7,020		10	%
Cost of revenue	(21,451		)	(20,533		)	(918		)	4	%
Sales and marketing	(30,861		)	(26,911		)	(3,950		)	15	%
General and administrative	(16,852		)	(14,924		)	(1,928		)	13	%
Research and development	(16,106		)	(14,377		)	(1,729		)	12	%
Amortization of intangible assets	(10,732		)	(10,146		)	(586		)	6	%
Impairment related and other	(351		)	(692		)	341			49	%
Operating expenses	(96,353		)	(87,583		)	(8,770		)	10	%
Operating loss	(16,376		)	(14,626		)	(1,750		)	12	%
Other (loss) income	(162		)	149			(311		)	209	%
Interest income	26			16			10			63	%
Interest expense	(93		)	(104		)	11			11	%
Income tax expense	(291		)	(204		)	(87		)	43	%
Net loss	$	(16,896	)	$	(14,769	)	$	(2,127	)	14	%

Revenue

Revenue for the nine months ended September 30, 2016 increased $7.0 million (or 10%) compared to the nine months ended September 30, 2015, from $73.0 million to $80.0 million, primarily due to additional customer revenue at Bolt and VelocityEHS. The increase in customers at our businesses was primarily driven by increased spending on sales and marketing initiatives.  We anticipate that the number of customers at our businesses will continue to increase due to both an increase in the number of cloud-based solutions we offer and an increase in the penetration of those solutions across our existing customer base.  Additionally, we plan to continue selectively pursuing acquisitions that further expand and complement certain of our existing businesses.

Cost of revenue

Cost of revenue for the nine months ended September 30, 2016 was $21.5 million, an increase of $0.9 million (or 4%) from cost of revenue of $20.5 million for the nine months ended September 30, 2015. The increase was primarily due to higher personnel costs related to increased headcount at our businesses in 2016 as a result of staffing initiatives that were related to our growth. We also incurred higher expenses for occupancy and third-party direct costs in the nine months ended September 30, 2016 than for the comparable 2015 period. Cost of revenue was 27% of revenue for the nine months ended September 30, 2016 and 28% for the comparable 2015 period. Going forward, as our businesses expand, we anticipate that cost of revenue will increase in absolute dollars as we continue to hire additional personnel.

Sales and marketing expenses

Sales and marketing expenses for the nine months ended September 30, 2016 were $30.9 million, an increase of $4.0 million (or 15%) from $26.9 million of sales and marketing expenses for the nine months ended September 30, 2015. The increase was primarily due to increased sales and marketing headcount at our businesses in 2016 as a result of staffing initiatives that were related to our growth, which resulted in higher personnel costs, as well as increased commissions earned by sales personnel at our businesses. We also incurred more occupancy expenses in the nine months ended September 30, 2016 than in the comparable 2015 period. As a percentage of revenue, sales and marketing expenses were 39% for the nine months ended September 30, 2016 compared to 37% for the comparable 2015 period. As we expand our businesses, we will continue to add resources to our sales and marketing efforts, and, accordingly, we expect that our sales and marketing expenses will continue to increase in absolute dollars.

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General and administrative expenses

General and administrative expenses for the nine months ended September 30, 2016 were $16.9 million, an increase of $1.9 million (or 13%) from $14.9 million of general and administrative expenses for the nine months ended September 30, 2015.  The increase was due to higher personnel costs related to increased headcount at our businesses in 2016, as a result of staffing initiatives that were related to our growth. General and administrative expenses represented 21% of revenue for the nine-month period ended September 30, 2016 and 20% for the comparable 2015 period. Going forward, as we expand our businesses, we expect that general and administrative expenses will continue to increase in absolute dollars but will decrease as a percentage of revenue.

Research and development expenses

Research and development expenses for the nine months ended September 30, 2016 were $16.1 million, an increase of $1.7 million (or 12%) from $14.4 million for the nine months ended September 30, 2015. This increase was due primarily to higher personnel costs related to increased headcount at our businesses in 2016, as a result of staffing initiatives that were related to our growth. Also contributing to the increase were higher expenses for software subscriptions, stock-based compensation and occupancy in the nine months ended September 30, 2016 as compared to the comparable 2015 period. As a percentage of revenues, research and development expenses were 20% for the nine months ended September 30, 2016 and 20% for the comparable 2015 period. As we enhance and expand our solutions and applications, we expect that research and development expenses will continue to increase in absolute dollars, but decrease as a percentage of revenue.

Amortization of intangible assets

Amortization expense for the nine months ended September 30, 2016 was $10.7 million, and remained relatively consistent in comparison to the prior period with an increase of $0.6 million (or 6%) from $10.1 million of amortization expense for the nine months ended September 30, 2015.  Over the next few years, we expect that amortization expense will increase in absolute dollars, but decrease as a percentage of revenue, if our businesses continue to consummate acquisitions.

Impairment related and other expense

Impairment related and other expenses was primarily comprised of charges associated with certain severance actions for the nine months ended September 30, 2016 and 2015.

Other (loss) income

Other loss for the nine months ended September 30, 2016 remained relatively consistent as compared to the nine months ended September 30, 2015; these amounts mainly relate to foreign exchange gains and losses.

Interest income

Interest income for the nine months ended September 30, 2016 remained relatively consistent as compared to the nine months ended September 30, 2015.

Interest expense

Interest expense for the nine months ended September 30, 2016, compared to the nine months ended September 30, 2015, remained relatively consistent.

Income tax expense

Our provision for income taxes, which relates to state and foreign income tax expense, for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 remained relatively consistent.

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Results of Operations – Vertical Cloud (Venture) Businesses

As of September 30, 2016 and 2015, the vertical cloud (venture) segment includes only cost method businesses, which are reflected in the assets of that segment.

Results of Operations – Reconciling Items

For theThree and Nine Months Ended September 30,2016and2015

Dispositions

The amounts presented as "Dispositions" are related to GovDelivery, which entered into the GovDelivery Merger Agreement on September 20, 2016 and was acquired by an affiliate of Vista Equity Partners on October 18, 2016. All amounts related to GovDelivery have been removed from the results of our segments and are included in “Dispositions” in the “Results of Operations” segment information table above for all periods presented.  GovDelivery’s revenue for the three month period ended September 30, 2016 and 2015 was $11.4 million, and $9.2 million, respectively. GovDelivery’s revenue for the nine month period ended September 30, 2016 and 2015 was $30.6 million and $25.3 million, respectively.  

For theThree Months Ended September 30, 2016and2015

Other

(in thousands)	Three Months Ended September 30,						Quarterly Change
	2016			2015			$ Change			% Change
General and administrative	$	(5,249	)	$	(8,045	)	$	2,796		35	%
Impairment related and other	3			(89		)	92			103	%
Other (loss) income, net	2,842			(1		)	2,843			NM
Interest income	24			25			(1		)	4	%
Noncontrolling interest loss	784			570			214			38	%
Net loss	$	(1,596	)	$	(7,540	)	$	5,944		79	%

______________

NM - Not meaningful

Corporate general and administrative

Corporate general and administrative expenses decreased for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to the run-off of certain equity-based compensation charges in the 2015 period.

Impairment related and other expense

Impairment related and other expense decreased for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to higher severance expenses in the 2015 period.

Other (loss) income, net

Other (loss) income pertains to gains on sales/distributions of ownership interests. Other income increased for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to the gain on a sale of stock of a cost method investment.

Interest income

Interest income remained relatively consistent for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

Noncontrolling interest loss

Noncontrolling interest loss pertains to the operating results from noncontrolling interests in Actua’s consolidated businesses. The loss attributable to the noncontrolling interests remained relatively consistent for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

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For theNine Months Ended September 30, 2016and2015

Other

(in thousands)	Nine Months Ended September 30,						Quarterly Change
	2016			2015			$ Change		% Change
General and administrative	$	(18,074	)	$	(25,965	)	$	7,891	30	%
Impairment related and other	(42		)	(290		)	248		86	%
Other income, net	2,888			1,388			1,500		108	%
Interest income	92			67			25		37	%
Noncontrolling interest loss	2,442			2,179			263		12	%
Net loss	$	(12,694	)	$	(22,621	)	$	9,927	44	%

Corporate general and administrative

Corporate general and administrative expenses decreased for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, primarily due to the run-off of certain equity-based compensation charges in the 2015 period.

Impairment related and other expense

Impairment related and other expense decreased for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 primarily due to higher severance expenses in the 2015 period.

Other income, net

Other income pertains to gains on sales/distributions of ownership interests. The increase for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 was primarily due to the gain on a sale of stock of a cost method business.

Interest income

Interest income remained relatively consistent for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

Noncontrolling interest loss

Noncontrolling interest loss pertains to the operating results from noncontrolling interests in Actua’s consolidated businesses. The loss attributable to the noncontrolling interests remained relatively consistent for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

Liquidity and Capital Resources

We fund our operations with cash on hand, cash flow from operations, borrowings at certain of our businesses and proceeds from sales of businesses and other assets. As of September 30, 2016, our principal source of liquidity was cash and cash equivalents totaling $41.8 million. Our cash and cash equivalents are comprised primarily of money market funds. In October 2016, we closed the sale of GovDelivery to an affiliate of Vista Equity Partners and realized approximately $133.0 million in cash. Actua has received approximately $123.0 million of cash and may receive approximately $10.0 million that is being held in escrow in October 2017, subject to potential indemnification claims.

We plan to use a portion of the GovDelivery sales proceeds to execute a modified "Dutch auction" tender offer to repurchase up to $80 million of our Common Stock at a price per share not less than $12 and not greater than $14. We expect the tender offer to be launched on November 7, 2016 and to close on or before December 31, 2016.

Additionally, subsequent to the quarter ended September 30, 2016, the share repurchase program was expanded to allow for an additional $39.8 million of repurchases which results in $125.0 million available for repurchase as of the date of this Report. The repurchase of shares pursuant to the modified "Dutch auction" tender offer will reduce this availability.

We expect that our existing cash and other sources of liquidity will be sufficient to fund our cash requirements over the next 12 months, even if the tender offer is fully subscribed. Bolt is expected to require additional borrowings to fund its operations for the foreseeable future; historically, Bolt’s debt funding has come primarily from Actua. 

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Our future capital requirements will depend on many factors, including our customer and revenue growth rates, customer renewal activity, the timing and extent of research and development efforts, the timing and extent of sales and marketing activities, the decision whether to move into new geographical territories or markets, the introduction of new and enhanced solutions and the continuing market acceptance of our solutions. As part of our business strategy, we currently expect to continue our aggressive sales and marketing campaigns and research and development initiatives. In addition, we actively source and intend to selectively pursue acquisitions, which we could fund using cash, debt, equity or some combination thereof. In connection with any such acquisition, and as part of our capital allocation program, we may purchase additional debt or equity securities from our existing businesses. Additionally, we may repurchase outstanding equity securities of our businesses from employees or other holders. We may also use cash or incur indebtedness to repurchase shares of our Common Stock or purchase additional equity interests.  From time to time, we provide parent-company guarantees for our businesses. Since these guarantees are provided to consolidated subsidiaries, the consolidated balance sheet is not affected by the issuance of these guarantees.

Our consolidated businesses may issue additional securities, repurchase outstanding shares or undergo a recapitalization of their debt or equity interests. Recapitalizations or equity issuances or repurchases by one of our businesses, including dilution associated with management equity grants, may change the relative ownership percentages that we and the noncontrolling interest holders have in that business. Any change in the ownership of a consolidated subsidiary would result in an adjustment to our additional paid-in capital. From time to time, we may be required to increase our ownership in one or more of our consolidated businesses as a result of certain members of those businesses’ management teams exercising put rights (See Note 4, “Consolidated Businesses,” in the Notes to our Consolidated Financial Statements). From time to time, we may also voluntarily seek to increase, or dispose of, our ownership in one or more of our consolidated businesses. We do not expect any of our existing vertical cloud businesses to pay a dividend in the near future. However, because we do not own 100% of any of those businesses, if one of our existing businesses were to pay a dividend or to make any other distribution to its equity holders, the noncontrolling interest holders would receive a portion of that dividend or distribution. We have never declared or paid cash dividends on our capital stock, and we do not currently intend to pay cash dividends in the foreseeable future.  Any future dividend will be subject to approval by the Board, and the Board reserves the right to change our dividend policy at any time.

Our cash flows from operating, investing and financing activities of continuing operations, as reflected in the Consolidated Statements of Cash Flows, are summarized in the following table:

(in thousands)	Nine Months Ended September 30,
	2016			2015
Cash used in operating activities	$	(7,317	)	$	(4,125	)
Cash used in investing activities	$	(2,348	)	$	(1,781	)
Cash used in financing activities	$	(20,964	)	$	(14,526	)

Operating activities

Net loss is adjusted for non-cash items that include (1) depreciation and amortization, (2) equity-based compensation charges, (3) impairment related and other, (4) other loss (income), net, (5) deferred tax assets and (6) contingent consideration. Additionally, cash flows from operating activities are impacted by the changes in operating assets and liabilities. During the nine months ended September 30, 2016, the increase in cash used in operating activities compared to the corresponding prior-year period was primarily a result of the timing of accrued expenses, including accrued compensation, as well as collections of accounts receivables.

Investing activities

The increase in cash used in investing activities for the nine months ended September 30, 2016 compared to the equivalent period in 2015 was primarily due to an increase in acquisition activity as well as capital expenditures, partially offset by an increase in proceeds from other distributions in the current period.

Financing activities

Cash used in financing activities increased for the nine months ended September 30, 2016 compared to the equivalent period in 2015 primarily due to an increase in treasury stock repurchases, contingent consideration payments and acquisitions of non-controlling interests; this is partially offset by a reduction in tax withholdings related to equity-based awards.

Working capital and other considerations

Our working capital as of September 30, 2016 was $10.8 million ($8.9 million excluding assets and liabilities held for sale) which decreased compared to working capital as of December 31, 2015 of $44.9 million ($40.1 million excluding assets and liabilities held for sale), primarily due to the decrease in cash during the 2016 period. The largest component of the decrease in cash is related to cash used in operating and financing activities during the nine months ended September 30, 2016.

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From time to time, we and our businesses are involved in various claims and legal actions arising in the ordinary course of business. We do not expect to increase any liability with respect to any legal claims or actions, either individually or in the aggregate, that would materially affect our financial position or cash flows.

Contractual Cash Obligations and Commercial Commitments

In the three months ended September 30, 2016, Actua signed an extension of the lease associated with its corporate headquarters in Radnor, PA. The lease is effective from September 1, 2017 through August 31, 2022. The cash commitment associated with this lease is approximately $1.5 million and will be paid as follows: $0.1 million will be paid in 2017, $0.3 million will be paid in each of 2018, 2019, 2020, and 2021, and $0.2 million will be paid in 2022.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material future effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to goodwill, intangibles, our interests in our businesses, marketable securities, revenue, income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates under different assumptions or conditions.

We believe the following critical accounting policies are important to the presentation of our financial statements and often require difficult, subjective, and complex judgments.

Revenue Recognition

We recognize 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.  Please refer to Note 2, “Significant Accounting Policies,” to our Consolidated Financial Statements for more specific details regarding the manner in which each of our businesses recognizes revenue.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets of businesses acquired. We have made acquisitions over the years that have resulted in the recognition and accumulation of significant goodwill. We test 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 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 that excess.

We estimate the fair value of our reporting units using “Level 2” and “Level 3” inputs described in Note 7, “Fair Value Measurements,” to the Consolidated Financial Statements. Significant judgments and estimates are made to estimate the fair value of our 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. We determine market multiples from comparable publicly-traded companies and apply those multiples to the revenues of the reporting units to estimate the fair values, which are then compared to the respective carrying values of the reporting units.

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As of September 30, 2016, the closing price of our Common Stock ($12.95 per share) exceeded the book value of our assets ($8.03 per share). In 2016, the market multiples of comparable companies in the cloud technology industry have decreased significantly over the past year. If the closing stock price or market multiples continue to decline, it would likely indicate the occurrence of events or changes that would cause us to perform additional impairment analyses which could result in further revisions to our fair value estimates. We will continue to monitor and evaluate this relationship. Additionally, should actual results differ materially from our projections, additional impairment would likely result. Refer to Note 3, “Goodwill and Intangible Assets” and Note 7, “Fair Value Measurements” to the Consolidated Financial Statements for further details related to our December 31, 2015 annual impairment analysis.

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

We evaluate our 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, we consider each such business’s achievement of its business plan objectives and milestones, the fair value of our 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 we consider 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 our carrying value of the investment with the investment’s estimated fair value. 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. We concluded that the carrying values of our cost method businesses were not impaired as of September 30, 2016 or December 31, 2015.

Deferred Income Taxes

We record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. We consider future taxable income and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event that we determine that we would not be able to realize all or part of our 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 we later determine that it is more likely than not that the net deferred tax assets would be realized, the previously provided valuation allowance would be reversed.

Discontinued Operations

During the nine months ended September 30, 2016, we executed the GovDelivery Merger Agreement for the sale of GovDelivery to an affiliate of Vista Equity Partners, and the transaction was consummated on October 18, 2016. Because of this and other factors, we have recast all financial information within this Report to conform to the current period presentation and to present GovDelivery as a discontinued operation retrospectively for all periods presented.

Commitments and Contingencies

From time to time, we are a defendant or plaintiff in various legal actions that arise in the normal course of business. From time to time, we are also a guarantor of various third-party obligations and commitments. We are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the amount of reserves required for these contingencies, if any, which would be charged to earnings, is made after careful analysis of each individual matter. The required reserves may change in the future due to new developments in each matter or changes in circumstances, such as a change in settlement strategy. Changes in required reserves could increase or decrease our earnings in the period the changes are made.

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value. Any marketable securities we hold are reported at fair value on our Consolidated Balance Sheets based on quoted prices in active markets for identical or comparable assets.

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Recent Accounting Pronouncements

Refer to the Recent Accounting Pronouncements in Note 2, “Significant Accounting Policies”, to our Consolidated Financial Statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2016, our $41.8 million of cash and cash equivalents included $34.0 million that is held primarily in money market accounts. Upon the consummation of the GovDelivery Merger Agreement on October 18, 2016 and related receipt of approximately $123.0 million in cash, our cash and cash equivalents subsequently includes significantly higher balances than $34.0 million in money market accounts. We may be exposed to market risk relating to changes in market interest rates and overall market conditions that could affect the value of our cash equivalents; however, we believe any changes in the fair value of our investment portfolio would be immaterial to our results, given current market conditions. 

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered in this Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to material weaknesses in our internal control over financial reporting as described in Item 9A — "Controls and Procedures" in our 2015 Annual Report on Form 10-K, our disclosure controls and procedures were not effective as of September 30, 2016.

In light of the material weaknesses in internal control over financial reporting, we engaged significant internal resources to perform supplemental procedures prior to filing this Report. These additional procedures have allowed us to conclude that, notwithstanding the material weaknesses in our internal control over financial reporting, the Consolidated Financial Statements included in this Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

Other than those noted below, there have been no significant changes in internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation Plan

We are committed to remediating the material weaknesses in internal control over financial reporting in a timely fashion. We are actively implementing a remediation plan that will address the material weaknesses in internal control over financial reporting described above. Specifically, we are performing, or have performed, the following actions:

• Changed the organizational reporting structure at Bolt to ensure an appropriate level of authority, responsibility and accountability to implement, maintain and evaluate necessary internal control over financial reporting;

• Implementing general information technology controls to assign appropriate user access to the information technology operating systems, applications and databases as well as program change, maintenance and development controls;

• Performing a comprehensive review of internal control over financial reporting across the organization to ensure that all aspects of the COSO 2013 Framework are appropriately addressed at each of our operating subsidiaries;

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• Actively monitoring and participating in the remediation efforts of the operating subsidiaries; and

• Providing additional training regarding evidence standards for documenting operating effectiveness of internal control over financial reporting.

The Audit Committee of the Board is monitoring management’s remediation efforts. In addition, under the direction of the Audit Committee, management continues to review and make necessary changes to the overall design of the Company’s internal control environment as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the measures described above and others that are being implemented will remediate the material weaknesses identified and will strengthen internal control over financial reporting. Management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently review our financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, we may take additional measures to address control deficiencies or determine to modify certain of the remediation measures described above. We continue to expect these remedial actions and/or other actions related to these material weaknesses to be effectively implemented in 2016.

If the remedial measures described above are insufficient to address the identified material weaknesses or are not implemented effectively, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future which could harm our business.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

Actua and its consolidated subsidiaries are involved in various claims and legal actions arising in the ordinary course of business.  In the opinion of management, the amount of the ultimate liability with respect to any legal claims or actions, either individually or in the aggregate, will not materially affect the financial position, results of operations or cash flows of Actua or its consolidated businesses.   

ITEM 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Item 1A — “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition or future results. Those are not the only risks facing us, however. Additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities. We maintain a share repurchase program under which we may, from time to time, repurchase shares of our Common Stock in the open market, including pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or in privately negotiated transactions. The program was expanded in September 2013 and again subsequent to the quarter ended September 30, 2016 to allow for the repurchase of up to $189.8 million of shares of our Common Stock (of which $125.0 million is available as of the date of this Report). The table below contains information relating to the repurchases of our Common Stock that occurred under the share repurchase program from the program’s inception on July 31, 2008 through the date of the filing of this Report.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Program (1)	Approximate Dollar Value That May  Yet Be Purchased Under the Program
Repurchased through 12/31/2015	5,987,849	$	9.23	5,987,849	$ 94.7 million
1/1/2016 to 1/31/2016	—	$	—	—	$ 94.7 million
2/1/2016 to 2/29/2016	—	$	—	—	$ 94.7 million
3/1/2016 to 3/31/2016	470,000	$	9.15	470,000	$ 90.4 million
4/1/2016 to 4/30/2016	540,000	$	9.63	540,000	$ 85.2 million
5/1/2016 to 5/31/2016	—	$	—	—	$ 85.2 million
6/1/2016 to 6/30/2016	—	$	—	—	$ 85.2 million
7/1/2016 to 7/31/2016	—	$	—	—	$ 85.2 million
8/1/2016 to 8/31/2016	—	$	—	—	$ 85.2 million
9/1/2016 to 9/30/2016	—	$	—	—	$ 85.2 million
10/1/2016 to 10/18/2016	—	$	—	—	$ 85.2 million
10/19/2016 to 10/31/2016	—	$	—	—	$ 125.0 million
11/1/2016 to 11/7/2016	—	$	—	—	$ 125.0 million
Total	6,997,849	$	9.26	6,997,849	$ 125.0 million

⁽¹⁾  All shares purchased in open market transactions.

⁽²⁾  Average price paid per share excludes commissions.

ITEM 3. Defaults Upon Senior Securities

None. 

ITEM 4. Mine Safety Disclosures

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Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

Exhibit Index

Exhibit Number	Document
10.1	Agreement and Plan of Merger dated as of September 20, 2016 by and among Wildebeest Intermediate, LLC, Wildebeest-s Merger Sub, Inc., GovDelivery, Actua Holdings, Inc. and Actua USA Corporation (as Equityholders Representative) (incorporated by reference to Exhibit 10.1 of Actua's Current Report on Form 8-K, filed September 26, 2016 (file No. 001-16249)).
11.1	Statement Regarding Computation of Per Share Earnings (included herein at Note 2-"Significant Accounting Policies" in the subsection Net Loss per Share to the Consolidated Financial Statements and Note 13-"Net Loss per Share" to the Consolidated Financial Statements).
31.1	Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended (filed herewith).
31.2	Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended (filed herewith).
32.1	Certification of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002, as amended (furnished herewith).
32.2	Certification of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002, as amended (furnished herewith).
99.1	Lease dated September 1, 2016 between Radnor Properties-555 LA, L.P. and Actua USA Corporation (filed herewith).
101.0	The following financial information from the Actua Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Loss, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements (filed herewith).

* Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Actua Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	November 7, 2016	ACTUA CORPORATION
		By:	/s/ R. KIRK MORGAN
		Name:	R. Kirk Morgan
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Walter W. Buckley, III, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Actua Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2016
		/s/ Walter W. Buckley, III
		Walter W. Buckley, III
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, R. Kirk Morgan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Actua Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2016
		/s/ R. Kirk Morgan
		R. Kirk Morgan
		Chief Financial Officer

EX-32.1

 Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002, AS AMENDED

In connection with the Quarterly Report of Actua Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter W. Buckley, III, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, as amended, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Walter W. Buckley, III

Walter W. Buckley, III

Chief Executive Officer

November 7, 2016

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002, AS AMENDED

In connection with the Quarterly Report of Actua Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Kirk Morgan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, as amended, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R. Kirk Morgan

R. Kirk Morgan

Chief Financial Officer

November 7, 2016

EX-99.1

Tenant: Actua USA Corporation

Premises: 555 East Lancaster Avenue, Suite 640

LEASE

THIS LEASE (“Lease”) is entered into as of the Sept. 1, 2016, between RADNOR PROPERTIES-555 LA, L.P., a Delaware limited partnership (“Landlord”), and ACTUA USA CORPORATION, a Delaware corporation(“Tenant”).

In consideration of the mutual covenants stated below, and intending to be legally bound, the parties covenant and agree as follows:

1. PREMISES.

(a)Landlord leases to Tenant and Tenant leases from Landlord Suite No. 640, which the parties stipulate and agree is 7,268 rentable square feet as shown on the floor plan attached hereto as Exhibit “A” (“Premises”), located at 555 E. Lancaster Avenue, Radnor, Delaware County, PA 19087 (“Building”), which is a part of the project located at Radnor Financial Center (“Project”). The square footage of the Premises has been measured in accordance with published BOMA (ANSI/BOMA Z65.i - 1996) standards and methodology.

(b)Tenant currently leases the Premises from Landlord, pursuant to a lease (“Expiring Lease”) dated September 29, 2006, which lease expires at 11:59 p.m. on August 31, 2017. The Term of this Lease shall commence immediately upon the expiration of the Expiring Lease. Tenant accepts the Premises in its “AS IS”, condition, except that Landlord shall perform certain work in the Premises in substantial conformity with mutually agreed upon construction plans to be prepared by Meyer Associates (“Landlord’s Work”), the same of which shall be attached hereto, made a part hereof and marked as Exhibit “B”. Landlord shall only be responsible for payment of a maximum cost of $15.00 per rentable square foot (an amount equal to $109,020.00) for the Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord upon the within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not use the full amount of the Landlord Allowance for Landlord’s Work, Tenant may use up to $2.00 per rentable square foot of the remaining Landlord Allowance as needed to make the Premises ready for occupancy, including Tenant’s furniture, fixtures, equipment, and voice and data cabling. Should this be the case, any excess Landlord Allowance shall be paid to Tenant within thirty (30) days of written request by Tenant, but in any event shall be requested and paid prior to the Commencement Date or forfeited. The Tenant Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices or a statement from Tenant that funds have been spent for preparing and/or renovating the Premises for occupancy.Tenant shall have the right to select the general contractor used to perform the Landlord’s Work from a list of Landlord approved contractors. In addition to the Landlord Allowance, Landlord, at its sole cost, shall endeavor to replace the sixth floor common area carpet with Building-standard carpet within calendar year 2017 (but no later than the end of the first quarter of calendar year 2018), in addition to steam-cleaning the carpet in the Premises

following completion of Landlord’s Work. Landlord shall be required as part of Landlord’s Work to obtain all permits, approvals and certificates of occupancy for Tenant to operate in the Premises for its Permitted Use. Except as set forth herein or otherwise on Exhibit B attached hereto, Tenant acknowledges and agrees that Landlord has no obligation under the Lease to make any improvements to or perform any work in the Premises, or provide any improvement allowance, and Tenant accepts the Premises in their current “AS IS” condition. Tenant acknowledges that the Leasehold Improvements (as defined in Exhibit B) will be completed while Tenant is occupying the Premises, and may interfere with or disrupt Tenant’s business or otherwise inconvenience Tenant. Landlord’s completion of the Leasehold Improvements during Tenant’s occupancy of the Premises will not be considered a breach of Tenant’s rights under the Lease. Landlord will use commercially reasonable efforts to minimize any disruption or inconvenience to Tenant, provided Tenant will reasonably cooperate with Landlord with respect to the Leasehold Improvements, including without limitation packing loose and personal contents and moving Tenant’s electronic equipment as reasonably directed by Landlord. Landlord will provide Tenant with a schedule for completing the Leasehold Improvements, after which Tenant will provide access to the Premises to Landlord without Landlord having to provide any further notice to Tenant.

(c)Any work performed by Tenant with any excess Landlord Allowance (“Tenant’s Work”) shall be deemed to be an Alteration under Article 8 hereof, and shall be performed by responsible contractors and subcontractors who shall furnish in advance and maintain in effect workmen’s compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord and Landlord’s contractors and subcontractors as additional insureds) with limits satisfactory to Landlord; and shall name the Landlord harmless from and against any and all claims arising from, under or in connection with such construction, and subject to all of the insurance provisions herein.

2. TERM.

(a)The “Term” of this Lease shall commence on September 1, 2017 (the “Commencement Date”). The Term shall expire on August 31, 2022. The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit “C”. If Tenant fails to execute or object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord’s determination of such dates shall be deemed accepted.

(b)Since Tenant currently occupies the Premises, the Term shall commence on September 1, 2017, regardless of substantial completion; however, Landlord shall use commercially reasonable efforts to complete Landlord’s Work within 180 days after the execution date of this Lease. If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. Tenant shall pay all additional costs incurred by Landlord if Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s failure to furnish plans and specifications within the time frame stated in Article l(c): (ii) Tenant’s request for materials, finishes or installations other than

2

Landlord’s standard or those materials, finishes or specifications detailed in Tenant’s plans; (iii) Tenant’s changes in said plans; (iv) the performance or completion of any work, labor or services by a party employed by Tenant; or (v) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frames stated in Article l(c) (each, a “Tenant’s Delay”). If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant, then such increased costs associated with such change, revision or supplement shall be paid by Tenant upfront and such occurrence shall not change the Commencement Date of the Term and shall not alter Tenant’s obligations under this Lease.

3. FIXED RENT; SECURITY DEPOSIT.

(a)Commencing on September 1, 2017, and on the 1^st day of each month thereafter, Tenant covenants and agrees to pay to Landlord during the Term, without notice, demand, setoff, deduction, or counterclaim, Fixed Rent in the amounts set forth below:

TIME PERIOD	FIXED RENT PER R.S.F.	ANNUALIZED FIXED RENT	MONTHLY INSTALLMENT
9/1/17 – 8/31/18	$39.00	$283,452.00	$23,621.00
9/1/18 – 8/31/19	$39.78	$289,121.04	$24,093.42
9/1/19 – 8/31/20	$40.58	$294,935.44	$24,577.95
9/1/20 – 8/31/21	$41.39	$300,822.52	$25,068.54
9/1/21 – 8/31/22	$42.22	$306,854.96	$25,571.25

(b)The Monthly Installment of Fixed Rent, the monthly amount of Recognized Expenses as set forth in Section 4, and any estimated amount of utilities as set forth in Section 5, shall be payable to Landlord in advance on or before the first day of each month of the Term. All Rent payments shall be made by electronic funds transfer as follows (or as otherwise directed in writing by Landlord to Tenant from time to time): (i) ACH debit of funds, provided Tenant shall first complete Landlord’s then-current forms authorizing Landlord to automatically debit Tenant’s bank account; or (ii) ACH credit of immediately available funds to an account designated by Landlord. “ACH” means Automated Clearing House network or similar system designated by Landlord. All Rent payments shall include the Building number and the Lease number, which numbers will be provided to Tenant in the COLT.

(c) If any amount due from Tenant is not paid to Landlord when due, Tenant shall also pay as Additional Rent (as defined in Article 4 hereof) a late fee of five (5%) percent of the total payment then due. The late fee shall accrue on the initial date of a payment’s due date, irrespective of any grace period granted hereunder. Notwithstanding the foregoing, Landlord shall give Tenant one (1) written notice during a consecutive twelve (12) month period of a failure to pay Fixed Rent or Additional Rent by its due date and Tenant shall have five (5) business days from the date it receives such notice to pay such Fixed Rent or Additional Rent before the late fee shall begin to accrue.

3

(d) Pursuant to a separate lease (“Suite 520 Lease”) dated February 28, 2012, Tenant currently leases from Landlord Suite 520 in the Building, and the Suite 520 Lease expires at 11:59 p.m. on August 31, 2017. Tenant shall vacate and surrender Suite 520 pursuant to the terms of the Suite 520 Lease on August 31, 2017. Under the Suite 520 Lease, Tenant posted a security deposit of $9,934.17 as security for the prompt and complete performance by Tenant of every provision of the Suite 520 Lease. Upon the termination date and surrender of Suite 520, Landlord shall transfer the Suite 520 security deposit to this Lease for Suite 640 to be held as the “Security Deposit” under this Lease as security for the prompt and complete performance by Tenant of every provision of this Lease. If, on the Commencement Date, the Suite 520 security deposit then held by Landlord is less than $9,934.17, Tenant shall pay to Landlord such difference within 5 days after notice thereof. No interest shall be paid to Tenant on the Security Deposit. If a Tenant Event of Default shall occur beyond the expiration of any applicable notice and cure period, Landlord may use, apply or retain the whole or any part of the Security Deposit for the payment of (i) any rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or be required to expend by reason of Tenant’s default. The use of the Security Deposit by Landlord shall not prevent Landlord from exercising any other remedy provided by this Lease or by law and shall not operate as either liquidated damages or as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Security Deposit is used, applied or retained by Landlord, Tenant agrees, within five (5) days after the written demand therefor is made by Landlord, to deposit cash with the Landlord in an amount sufficient to restore the Security Deposit to its original amount In addition to the foregoing, if Tenant defaults (irrespective of the fact that Tenant cured such default) more than once in its performance of a monetary obligation and such monetary defaults aggregate in excess of $29,802.51 under this Lease, Landlord may require Tenant to increase the Security Deposit to the greater of twice the (i) Fixed Rent then paid monthly, or (ii) the initial amount of the Security Deposit. If Tenant shall fully comply with all of the provisions of this Lease, the Security Deposit, or any balance thereof, shall be returned to Tenant within thirty (30) days after the later of the expiration of the Term or Tenant’s surrender of the Premises as required hereunder. Upon the return of the Security Deposit to the original Tenant hereunder, or the remaining balance thereof, Landlord shall be completely relieved of liability with respect to the Security Deposit. In the event of a transfer of the Building, Landlord shall have the right to transfer the Security Deposit and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit. Upon the written assumption of such Security Deposit by the transferee, Tenant agrees to look solely to the new landlord for the return of said Security Deposit.

4. ADDITIONAL RENT.

(a)Commencing on January 1, 2019, and in each calendar year thereafter during the Term, Tenant shall pay in advance on a monthly basis to Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2018 (“Base Year”). Tenant’s Share is 3.00%, which is 7,268/241,687, which Share may increase or decrease as the Building size increases or decreases. Recognized Expenses are (i) all reasonable operating costs and expenses related to the maintenance, operation and repair of the Building and those costs and

4

expenses of the Project reasonably allocable and beneficial to the Building incurred by Landlord, including but not limited to management fee not to exceed three (3%) percent of Rent; and capital expenditures and capital repairs and replacements shall be included as Recognized Expenses provided such capital repairs or replacements were necessitated by a change in law or regulation occurring after the date of this Lease or were intended to have cost saving benefits over the Term and then solely to the extent of the amortized costs of same over the useful life of the improvements in accordance with generally accepted accounting principles, provided, however, for those capital expenditures, capital repairs and replacements that were generated to have a cost savings benefit over the Term, the amortized costs of such expenditures, repairs or replacements for each Lease Year shall be capped at the actual savings per Lease Year resulting from that capital expenditure, capital repair or replacement. The cap on actual savings shall not apply to capital expenditures, capital repairs and replacements resulting from a change in law or regulation; (ii) all insurance premiums payable by Landlord for insurance with respect to the Project and (iii) Taxes payable on the Project. Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, in monthly installments in advance, on account of Tenant’s Share of Recognized Expenses, the estimated amount of the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Landlord in its reasonable discretion. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. The Base Year shall be adjusted to exclude from the Base Year “extraordinary items” incurred in such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases over the prior calendar year of eleven and one quarter percent (11.25%) or more, or (Y) items which increase Landlord’s total expenses and such items have not been included in the determination of expenses by the Landlord (or the Landlord’s predecessor in interest) for the prior three years of operating the Building. As soon as administratively available, Landlord shall send to Tenant a statement of actual for Recognized Expenses for the prior Lease Year showing the Share due from Tenant. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credits in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt.

Taxes shall be defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project;

5

provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder.

(b)Notwithstanding the foregoing, the term “Recognized Expenses” shall not include any of the following:

(i)Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space;

(ii)Charges for electricity, water, or other utilities, services or goods and applicable taxes for which Tenant or any other tenant, occupant, person or other party is obligated to reimburse Landlord or to pay to third parties;

(iii)Depreciation and amortization;

(iv)Costs of extraordinary services provided to other tenants of the Building or services to which Tenant is not entitled (including, without limitation, costs specially billed to and paid by specific tenants);

(v)Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser;

(vi)Lease payments for rental equipment (other than equipment for which depreciation is properly charged as an expense) that would constitute a capital expenditure if the equipment were purchased, except as provided in Article 4(a) above;

(vii)Any cost associated with obtaining a warranty, and all costs of repair or replacement of any item covered by a warranty;

(viii)Reserves;

(ix)Wages, bonuses and other compensation of employees above the grade of Regional Building Manager and fringe benefits other than insurance plans and tax qualified benefit plans;

(x)Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or

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the discharge of Landlord’s Work including any sprinkler installation or removal, or any asbestos or hazardous waste cleanup, abatement containment or removal unless caused by Tenant’

(xi)Costs representing an amount paid to an affiliate of Landlord (exclusive of any management fee permitted under the Recognized Expense inclusions) to the extent in excess of market rates for comparable services if rendered by unrelated third parties;

(xii)Costs and expenses associated with repairing latent defects at the Building or the Project covered by warranties from contractors or subcontractors of Landlord;

(xiii)Late fees or charges incurred by Landlord due to the late payment of expenses, except to the extent attributable to Tenant’s actions or inactions;

(xiv)Any liabilities, costs or expenses associated with or incurred in connection with the removal, enclosure, encapsulation or other handling of hazardous substances and the cost of defending against claims in regard to the existence or release of hazardous substances in the Building not arising due to a change in law and except with respect to those costs for which Tenant is otherwise responsible pursuant to the express terms of this Lease;

(xv)Expenses resulting from the gross negligence or willful misconduct of Landlord;

(xvi)Any fines or fees for Landlord’s failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations;

(xvii)Costs that are capital in nature except as provided in Article 4(a) hereof;

(xviii)Interest and principal on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent;

(xix)Ground rents or rentals payable by Landlord pursuant to any over-lease;

(xx)Moving or relocation costs, real estate commissions, marketing, advertising, the cost to rent and operate a management office, leasing commissions and other leasing or marketing costs, accountants’, consultants’, architects’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations with Tenant or negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof;

(xxi)Legal, accounting and other expenses related to Landlord’s financing, re-financing, mortgaging or selling the Building or the Project; and

(xxii)Real estate taxes or taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.).

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(c)Tenant shall have the right, at its sole cost and expense, within ninety (90) days from receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord’s records related to Recognized Expenses provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the year of the statement being reviewed. In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties’ responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the actual Recognized Expenses exceeded those claimed by the Landlord by more than ten percent (10%), the actual, reasonable hourly costs to Tenant of Tenant’s audit (including legal and accounting costs) shall be reimbursed by Landlord to Tenant within thirty (30) days of determination. In the event Tenant utilizes a contingent fee auditor and Landlord is responsible for the payment of such auditor, Landlord shall only pay the reasonable hourly fee of such auditor.

(d)In calculating the Recognized Expenses as hereinbefore described, if for thirty (30) or more days during the preceding Lease Year (including the Base Year) less than one hundred percent (100%) of the rentable area of the Building shall have been occupied by tenants, then the Recognized Expenses attributable to the Building shall be deemed for such Lease Year to be amounts equal to the Recognized Expenses which would normally be expected to be incurred had such occupancy of the Building been at one hundred percent (100%) throughout such year, as reasonably determined by Landlord (i.e., taking into account that certain expenses depend on occupancy (e.g., janitorial) and certain expenses do not (e.g., landscaping)). Furthermore, if Landlord shall not furnish any item or items of Recognized Expenses to any portions of the Building because such portions are not occupied or because such item is not required by the tenant of such portion of the Building, for the purposes of computing Recognized Expenses, an equitable adjustment shall be made so that the item of operating expense in question shall be shared only by tenants actually receiving the benefits thereof.

5. ELECTRICITY CHARGES.

(a)Landlord shall not be liable for any interruption or delay in electric or any other utility service for any reason unless caused by the negligence or willful misconduct of Landlord or its agents. Landlord shall have the right to change the electric and other utility provider to the Project or Building at any time. Notwithstanding anything in this Lease to the contrary, Tenant shall pay to Landlord, as Additional Rent, all charges incurred by Landlord or its agent for electricity, without processing fees or mark-up; such charges for the Premises shall be based upon Tenant’s Share and such charges for the Building’s common areas shall be based upon Tenant’s Share. The aforesaid electricity charges shall commence upon occupancy by Tenant of the Premises. Landlord shall have the right to estimate the electric charge but shall be required to reconcile on an annual basis based on invoices received for such period. During the Term,

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Tenant’s lights and plugs and any IT equipment for and serving the Premises and any other space leased by Tenant in the Building shall be hooked into the Building’s generator.

(b)Except for reasons outside of Landlord’s control, Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays and on Saturdays from 8:00 A.M. to 1:00 P.M. (“Working Hours”), excluding legal holidays, shall furnish the Premises with heat and air-conditioning in the respective seasons, and at all times provide the Premises with electricity for lighting and usual office equipment. Heating, ventilation, and air conditioning will be furnished to the Premises on Saturdays only upon prior request from Tenant. At any hours other than the Working Hours, such heat and air-conditioning services will be provided at Tenant’s expense at Landlord’s then current rate, such rate not to exceed $125.00 per hour. Landlord requires 24 hours advanced notice of any request by Tenant for after-hours electricity. Notwithstanding anything herein to the contrary, if Landlord reasonably determines that Tenant’s use of electricity is excessive compared to the average use of other tenants in the Building, Tenant agrees to pay for the installation of a separate electric meter to measure electrical usage in excess of normal office use and to pay Landlord for all such excess electricity registered in such submeter.

6.SIGNS; USE OF PREMISES AND COMMON AREAS. Landlord has provided Tenant with standard identification signage on all Building directories and at the entrance to the Premises. No other signs shall be placed, erected or maintained by Tenant at any place upon the Premises, Building or Project. Tenant’s use of the Premises shall be limited to general office use and storage incidental thereto (“Permitted Use”). The Permitted Use shall be subject to all applicable laws and governmental rules and regulations and to all reasonable requirements of the insurers of the Building Tenant shall not install in or for the Premises, any equipment which requires more electric current than is standard for comparable office buildings. Tenant shall have the right, non-exclusive and in common with others, to use (i) the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to the Building, (ii) the internal common area, including elevators and (iii) the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors; provided Landlord shall have the right in its sole discretion and from time to time, to construct, maintain, operate, repair, close, limit, take out of service, alter, change and modify all or any part of the common areas of the Project, including without limitation, reasonably restrict or limit Tenant’s utilization of the parking areas in the event the same become overburdened and in such case to equitably allocate on proportionate basis or assign parking spaces among Tenant and the other tenants of the Building. So long as Tenant continues to Lease the Premises (7,268 rentable square feet), Tenant shall be entitled to non-exclusive right to use three (3) unreserved parking spaces in the Building’s parking garage at no additional cost to Tenant. Additionally, Tenant shall be entitled to free unassigned parking (at a ratio of 3.3 spaces for every 1,000 rentable square feet of space leased) for Tenant’s use at the Building. Tenant acknowledges and agrees that Landlord shall only provide signage for Tenant’s reserved parking space and shall not have a duty to monitor or enforce who parks in such reserved space. Landlord shall provide Tenant with access to the Building and Premises, twenty-four (24) hours per day, seven (7) days per week, except during emergencies and situations beyond Landlord’s reasonable control.

7. ENVIRONMENTAL MATTERS.

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(a)Tenant shall not generate, manufacture, refine, transport, treat, store, handle, dispose, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of applicable law.

(b)Landlord has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or about the Premises or transported to or from the Premises, any Hazardous Substances or allowed any other entity or person to do so to its knowledge. Landlord has no knowledge that any Hazardous Substances has been produced, stored, released, discharged or disposed of on, under or about the Building by any entity or person.

8.TENANT’S ALTERATIONS. Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, “Alterations”) of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld or delayed. Notwithstanding anything in this Lease to the contrary, all furniture, movable trade fixtures and equipment (including telephone, security and communication equipment system wiring and cabling) installed by or for Tenant, its assignees or sublessees, shall be removed by Tenant at the termination of this Lease. Notwithstanding anything contained in this Article 8 to the contrary, Landlord’s consent shall not be required for alterations to the Premises that (i) do not adversely affect the base-Building systems, (ii) do not exceed $20,000 in the aggregate with all other such alterations made during any twelve (12) month period; (iii) are not visible from the Building common areas or from outside the Building; and (iv) do not require issuance of building or other permits.

9. ASSIGNMENT AND SUBLETTING.

(a)Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, assign this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof).Landlord may, at its option, exercisable by notice given to Tenant within thirty (30) days next following Landlord’s receipt of Tenant’s notice, elect to recapture the Premises (“Take-Back Option”) if Tenant is proposing to sublet or terminate this Lease in the event of an assignment. Tenant may undo its assignment or sublet request in the event that Landlord notifies Tenant that Landlord is exercising the Take-Back Option by providing written notice to Landlord of such effect within fifteen (15) days after receipt of Landlord’s notice. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the

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primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord shall be entitled to a $500 fee for consenting to any sublet or assignment.

(b)The parties agree that it shall not be unreasonable for Landlord to withhold its consent to any assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth which is not acceptable to Landlord in Landlord’s reasonable discretion, provided however, Landlord must reasonably take into consideration the size of the portion of the Premises requested to be assigned or subleased and shall not require a net worth disproportionate to the reasonably expected range of tenants who might lease a space of that size; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord’s reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing to assign or sublease to an existing tenant of the Building or another property owned by Landlord, or to another prospect with whom Landlord is then negotiating; (vi) the proposed assignee or sublessee will cause Landlord’s existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party’s business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vii) the nature of such party’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the “Permitted Use” specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord’s reasonable judgment, otherwise be incompatible with other tenancies in the Building.

(c)Tenant may, with notice, but without the consent of Landlord, assign this Lease to an affiliate (e.g., any corporation or other entity 50% or more of whose capital stock or ownership interest is owned by Tenant or Actua Corporation and/or the same individuals or entities owning 50% or more of Tenant’s or Actua Corporation’s capital stock or ownership interest), parent or subsidiary or other entity, or to an entity to which Tenant or Actua Corporation sells or assigns all or substantially all of its assets or stock or with which it may be consolidated or merged (“Affiliate”), provided such purchasing, consolidated, merged, affiliated or subsidiary entity shall be capitalized in such a manner so that it can meet the obligations which is has assumed and, in writing, assumes and agrees to perform all of the obligations of Tenant under this Lease and delivers such assumption with a copy of such assignment to Landlord within ten (10) business days after the transaction closes, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment.

10.LANDLORD’S RIGHT OF ENTRY. Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (or any time without notice in the case of an emergency). Landlord shall use commercially reasonable efforts to

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minimize disruption to Tenant’s business operations. Notwithstanding the foregoing, Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry; provided, however, that in the case of repairs or work, such shall be done, so far as practicable, so as to not unreasonably interfere with Tenant’s use of the Premises.

11. REPAIRS AND MAINTENANCE.

(a)Except as specifically otherwise provided in subparagraphs (b) through (e) of this Article, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish, and shall promptly make all non-structural repairs necessary to keep and maintain such good order and condition. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant’s desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises within a reasonable time of notice to Landlord and shall charge Tenant for such services at Landlord’s standard rate (such rate to be competitive with the market rate for such services). When used in this Article 11, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant or Landlord shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises.

(b)Landlord, throughout the Term of this Lease and at Landlord’s sole cost and expenses, shall make all necessary repairs to the footings and foundations and the structural steel columns and girders forming a part of the Premises.

(c)Landlord shall maintain all HVAC systems, plumbing and electric systems serving the Building and the Premises. Tenant’s Share of Landlord’s cost for HVAC, electric and plumbing service, maintenance and repairs, as limited under Article 4 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 4 hereof.

(d)Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and the common areas, including the roof, walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, which serve more than one tenant of the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or Landlord has actual knowledge of the need to make such repair. Tenant shall pay its Share of the cost of all repairs, as limited under Article 4 with respect to capital repairs, to be performed by Landlord pursuant to this Article 11(d) as Additional Rent as provided in Article 4 hereof.

(e)Landlord shall keep and maintain all common areas appurtenant to the Building and any sidewalks, parking areas, curbs and access ways adjoining the Project in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Landlord shall maintain the

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entryway leading to the Premises in a well-lit and good condition and in a manner consistent with the common areas of other class A office buildings in the area.

(f)Tenant shall pay its Share of the cost of all work to be performed by Landlord pursuant to this Paragraph (e) as Additional Rent as provided in Article 4 hereof. Landlord’s obligation to provide snow removal services shall be limited to the parking areas and the sidewalk entrances to the Building.

(g)Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord.

(h)Landlord shall provide Tenant with janitorial services for the Premises Monday through Friday of each week in accordance with the guidelines set forth in Exhibit “D” attached hereto and the Tenant shall pay its Share of the cost thereof as Additional Rent as provided in Article 4 hereof.

12.INSURANCE; SUBROGATION RIGHTS. Tenant shall obtain and keep in force at all times during the term hereof, at its own expense, commercial general liability insurance including contractual liability and personal injury liability and all similar coverage with total limits including the Umbrella limits of $3,000,000 on account of bodily injury to or death of one or more persons as the result of any one accident or disaster and on account of damage to property, or in such other amounts as Landlord may from time to time require. Tenant shall also require its movers to procure and deliver to Landlord a certificate of insurance naming Landlord as an additional insured. Tenant shall, at its sole cost and expense, maintain in full force and effect on all Tenant’s trade fixtures, equipment and personal property on the Premises, a policy of “special form” property insurance covering the full replacement value of such property. All liability insurance required hereunder shall not be subject to cancellation without at least thirty (30) days prior notice to all insureds, and shall name Tenant as insured and Landlord and Brandywine Realty Trust as additional insureds, and, if requested by Landlord, shall also name as an additional insured any mortgagee or holder of any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates which evidence that the coverages required have been obtained for the policy periods. Tenant shall also furnish to Landlord throughout the Term replacement certificates at least thirty (30) days prior to the expiration dates of the then current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the Commonwealth of Pennsylvania with a financial rating of at least an A-X as rated in the most recent edition of Best’s Insurance Reports and in business for the past five years. The limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to maintain such insurance, Landlord may, but is not required to, procure and maintain the same, at Tenant’s expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. Any deductible under such insurance policy in excess of Twenty Five Thousand ($25,000) must be approved by Landlord in writing prior to issuance of such policy. Tenant shall not self-insure without Landlord’s prior written consent.

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Each party hereto, and anyone claiming through or under them by way of subrogation, waives and releases any cause of action it might have against the other party and Brandywine Realty Trust and their respective employees, officers, members, partners, trustees and agents, on account of any loss or damage that is insured against under any insurance policy required to be obtained hereunder. Each party agrees that it shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s right of recovery under subrogation or otherwise against the other party.

13. INDEMNIFICATION.

(a)Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty Trust and their respective directors, officers, employees, shareholders, affiliates, representatives, agents, successors and assigns (the “Landlord Parties”) from and against any and all third-party claims, actions, damages, liabilities and expenses (including all reasonable attorney’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) any activity, work or things done, permitted or suffered by Tenant or its agents, licensees or invitees in or about the Premises, the Building or the Project contrary to the requirements of this Lease and (ii) any negligence or willful act of Tenant or any of Tenant’s agents, contractors, employees or invitees. In the event that a Landlord Party named as a defendant in any litigation in respect of a claim for which such Landlord Party is entitled to indemnification pursuant to this Section 13 (a), such Landlord Party shall promptly notify Tenant of such litigation and Tenant shall have 10 days to determine whether it will assume the defense on behalf of the Landlord Party, in the event that Tenant does not notify the Landlord Party within such 10-day period that it elects to assume the defense, the Landlord Party shall assume the defense and Tenant shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by the Landlord Party in connection with such defense.

(b)Landlord shall defend, indemnify and hold harmless Tenant, and Actua Corporation and their respective directors, officers, employees, shareholders, affiliates, representatives, agents, successors and assigns (the “Tenant Parties”) from and against any and all third-party claims, actions, damages, liability and expense (including all reasonable attorney’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) any activity, work or things done, permitted or suffered by Landlord in or about the Project contrary to the requirements of the Lease, (ii) any breach or default in the performance of any obligation of Landlord’s part to be performed under the terms of this Lease, and (iii) any negligence or willful act of Landlord or any of Landlord’s agents, contractors, employees or invitees. In the event that a Tenant Party named as a defendant in any litigation in respect of a claim for which such Tenant Party is entitled to indemnification pursuant to this Section 13(b), such Tenant Party shall promptly notify Landlord of such litigation and Landlord shall have 10 days to determine whether it will assume the defense on behalf of the Tenant Party. In the event that the Landlord does not notify the Tenant Party within such 10-day period that it elects to assume the defense, the Tenant Party shall assume the defense and Landlord shall pay all costs, expenses and reasonable attorney’s fees incurred or paid by the Tenant Party in connection with such defense.

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14.FIRE DAMAGE. If (i) the casualty damage is of a nature or extent that, in Landlord’s reasonable judgment, the repair and restoration work would require more than one hundred and eighty (180) consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime), or (ii) more than thirty (30%) percent of the total area of the Building is extensively damaged, or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right or (iv) insurance proceeds are unavailable or insufficient, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within thirty (30) days of the date of casualty. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. In the event of damage or destruction to the Premises or any part thereof as set forth in subsections (i), (ii) or (iii) above and neither party has terminated this Lease, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated from the date of such damage or casualty for such time as the Premises is not capable of being used by Tenant for its Permitted Use.

15.SUBORDINATION; RIGHTS OF MORTGAGEE. This Lease shall be subordinate at all times to the lien of any mortgages now or hereafter placed upon the Premises, Building and/or Project and land of which they are a part without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant further agrees to execute and deliver within ten (10) day of demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any mortgagee. Upon written request of Tenant, Landlord shall use its reasonable efforts to deliver a subordination, attornment and nondisturbance agreement (“Nondisturbance Agreement”) from Landlord’s Mortgagee, on each such mortgagee’s standard form, which shall provide, inter alia, that the leasehold estate granted to Tenant under this Lease will not be terminated or disturbed by reason of the foreclosure of the mortgage held by Landlord’s Mortgagee, so long as Tenant shall not be in default under this Lease and shall pay all sums due under this Lease without offsets or defenses thereto and shall fully perform and comply with all of the terms, covenants and conditions of this Lease on the part of Tenant to be performed and/or complied with, and in the event a mortgagee or its respective successor or assigns shall enter into and lawfully become possessed of the Premises covered by this Lease and shall succeed to the rights of Landlord hereunder, Tenant will attorn to the successor as its landlord under this Lease and, upon the request of such successor landlord, Tenant will execute and deliver an attornment agreement in favor of the successor landlord. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder of any mortgage (the “Mortgagee”) now or hereafter placed upon the Premises, Building and/or Project, notice by overnight mail of any such default which Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee.

16.CONDEMNATION. If in Landlord’s reasonable judgment a taking renders the Building or Premises unsuitable at Landlord’s option, this Lease shall, at either party’s option, terminate as of the date title to the condemned real estate vests in the condemnor, and the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant and neither

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party shall thereafter have any liability hereunder. If this Lease is not terminated after any such taking or condemnation, the Fixed Rent and the Additional Rent shall be equitably reduced in proportion to the area of the Premises which has been taken for the balance of the Term. Tenant shall have the right to make a claim against the condemnor for moving expenses and business dislocation damages to the extent that such claim does not reduce the sums otherwise payable by the condemnor to Landlord.

17.ESTOPPEL CERTIFICATE. Each party agrees at any time and from time to time, within ten (10) days after the other party’s written request, to execute and deliver to the other party a written instrument in recordable form certifying all commercially, reasonably information requested.

18.DEFAULT. If: Tenant fails to pay any installment of Rent when due; provided, however, Landlord shall provide written notice of the failure to pay such Rent and Tenant shall have a five (5) business day grace period from its receipt of such Landlord’s notice within which to pay such Rent without creating a default hereunder. The late fee set forth in Article 3 hereof shall be due on the first day after such payment is due irrespective of the foregoing notice and grace period in this Article 18; Tenant “vacates” the Premises (other than in the case of a permitted subletting or assignment) or permits the same to be unoccupied and fails to pay Rent; Tenant fails to bond over a construction or mechanics lien within thirty (30) days of demand; Tenant fails to observe or perform any of Tenant’s other non-monetary agreements or obligations herein contained within thirty (30) days after written notice specifying the default, or the expiration of such additional time period as is reasonably necessary to cure such default, provided Tenant immediately commences and thereafter proceeds with all due diligence and in good faith to cure such default; then, in any such event, an “Event of Default” shall be deemed to exist and Tenant shall be in default hereunder.

If an Event of Default shall occur, the following provisions shall apply and Landlord shall have, in addition to all other rights and remedies available at law or in equity, including the right to terminate the Lease, the rights and remedies set forth herein, which may be exercised upon or at any time following the occurrence of an Event of Default. 1. Acceleration of Rent. By notice to Tenant, Landlord shall have the right to accelerate all Rent and all expense due hereunder and otherwise payable in installments over the remainder of the Term; and the amount of accelerated rent to the termination date, without further notice or demand for payment, shall be due and payable by Tenant within five (5) days after Landlord has so notified Tenant, such amount collected from Tenant shall be discounted to present value using an interest rate of six percent (6%) per annum. Additional Rent which has not been included, in whole or in part, in accelerated rent, shall be due and payable by Tenant during the remainder of the Term, in the amounts and at the times otherwise provided for in this Lease. 2. Landlord’s Damages. The damages which Landlord shall be entitled to recover from Tenant shall be the sum of: (i) all Fixed Rent and Additional Rent accrued and unpaid as of the termination date; and (ii)(a) all reasonable costs and expenses incurred by Landlord in recovering possession of the Premises, including legal fees, and removal and storage of Tenant’s property, (ii)(b) the reasonable costs and expenses of restoring the Premises to the condition in which the same were to have been surrendered by Tenant as of the expiration of the Term, and (ii)(c) the costs of reletting

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commissions; and (iii) all Fixed Rent and Additional Rent otherwise payable by Tenant over the remainder of the Term as reduced to present value and all consequential damages relating solely to Tenant’s failure to surrender the Premises at the expiration or earlier termination of the Lease, less deducting from the total determined under subsections (i), (ii) and (iii) above, all Rent which Landlord receives from other tenant(s) by reason of the leasing of the Premises during any period falling within the otherwise remainder of the Term. Landlord agrees to use reasonable efforts to mitigate its damages, provided that Landlord shall not be liable to Tenant for its inability to mitigate damages if it shall endeavor to relet the Premises in like manner as it offers other comparable vacant space or property available for leasing to others in the Project of which the Building is a part. 3. Landlord’s Right to Cure. Without limiting the generality of the foregoing, if Tenant shall fail to perform any of its obligations hereunder beyond the expiration of any applicable notice and cure periods, Landlord may, in addition to any other rights it may have in law or in equity, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including reasonable attorneys’ fees and other legal expenses, together with interest at a rate of ten (10%) percent (“Default Rate”) from the dates of Landlord’s incurring of costs or expenses. 4. Interest on Damage Amounts. Any sums payable by Tenant hereunder, which are not paid after the same shall be due, shall bear interest at the Default Rate. 5. No Waiver by Landlord. No delay or forbearance by Landlord in exercising any right or remedy hereunder, or Landlord’s undertaking or performing any act or matter which is not expressly required to be undertaken by Landlord shall be construed, respectively, to be a waiver of Landlord’s rights or to represent any agreement by Landlord to undertake or perform such act or matter thereafter. Waiver by Landlord of any breach by Tenant of any covenant or condition herein contained (which waiver shall be effective only if so expressed in writing by Landlord) or failure by Landlord to exercise any right or remedy in respect of any such breach shall not constitute a waiver or relinquishment for the future of Landlord’s right to have any such covenant or condition duly performed or observed by Tenant, or of Landlord’s rights arising because of any subsequent breach of any such covenant or condition nor bar any right or remedy of Landlord in respect of such breach or any subsequent breach.

In addition to, and not in lieu of any of the foregoing rights granted to Landlord, upon an Event of Default by Tenant, Landlord shall have the right to recover possession of the Premises by legal process as follows:

WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS, WHATSOEVER, AND PROVIDED THAT IF FOR

17

ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE SAID PREMISES.

In any action to confess judgment in ejectment, Landlord shall first cause to be filed in such action an affidavit made by it or someone acting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of Court, custom or practice to the contrary notwithstanding.

TENANT WAIVER. TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THE FOREGOING PARAGRAPHS REGARDING CONFESSION OF JUDGMENT. TENANT FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING POSSESSION PURSUANT TO A JUDGMENT BY CONFESSION AND EXECUTING UPON SUCH JUDGMENT. IN SUCH EVENT AND SUBJECT TO THE TERMS SET FORTH HEREIN, LANDLORD SHALL PROVIDE FULL CREDIT TO TENANT FOR ANY MONTHLY CONSIDERATION WHICH LANDLORD RECEIVES FOR THE LEASED PREMISES IN MITIGATION OF ANY OBLIGATION OF TENANT TO LANDLORD FOR THAT MONEY. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD AND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S CONSTITUTIONAL

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RIGHTS IN THE EVENT THAT JUDGMENT IS CONFESSED PURSUANT TO THIS LEASE.

TENANT:

ACTUA USA CORPORATION

By: /s/ R. Kirk Morgan    

Name: R. Kirk Morgan

Title: CFO

Date: 8/26/2016

COMMONWEALTH OF PENNSYLVANIA    §

§

COUNTY OF DELAWARE                §

This document was acknowledged before me on Aug. 26,

2016 by R. Kirk Morgan, CFO

of company on behalf of said company.

/s/ Jessie Marie Sorgi______________________________

Notary Public in and for the Commonwealth of Pennsylvania

[SEAL]

My commission expires: June 12, 2017

Notary’s Printed Name: Jessie Marie Sorgi

Notwithstanding anything to the contrary in this Lease, Landlord waives all applicable common law and statutory lien rights that Landlord may have in or against the personal property of Tenant, including but not limited to, any rights against the personal property of Tenant or Tenant’s fixtures based on any statutory lien granted under the law of Pennsylvania.

19.SURRENDER. Tenant shall, at the expiration of the Term, promptly quit and surrender the Premises in good order and condition and in conformity with the applicable provisions of this Lease, excepting only reasonable wear and tear and damage by fire or other insured casualty. Tenant shall have no right to hold over beyond the expiration of the Term and in the event Tenant fails to deliver possession of the Premises as herein provided, Tenant’s occupancy shall not be construed to effect or constitute anything other than a tenancy at sufferance. During the first thirty days of occupancy beyond the expiration of the Term, the amount of Fixed Rent owed to Landlord by Tenant shall automatically increase for an additional month to one hundred fifty percent (150%), the sum of the Fixed Rent as those sums are at that time calculated under the provisions of the Lease. Thereafter, the amount of Fixed Rent owed to Landlord by Tenant shall automatically increase, for any period of time after the first thirty (30) days of hold over to two hundred percent (200%) per month, the sum of the Fixed Rent as those sums are at that time

19

calculated under the provisions of the Lease. The acceptance of Rent by Landlord or the failure or delay of Landlord in notifying or evicting Tenant following the expiration or sooner termination of the Term shall not create any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, including attorney’s fees, incurred by Landlord as a result of such holdover.

20.RULES AND REGULATIONS. At all times during the Term, Tenant, its employees, agents, invitees and licenses shall comply with all rules and regulations specified on Exhibit “E” attached hereto and made a part hereof, together with all reasonable rules and regulations as Landlord may from time to time promulgate provided they do not materially increase the financial burdens of Tenant or take away any rights specifically provided to Tenant in this Lease. In the event of an inconsistency between the rules and regulations and this Lease, the provisions of this Lease shall control. If Landlord does enforce rules or regulations, Landlord shall endeavor to enforce same equally in a non-discriminatory manner.

21.GOVERNMENTAL REGULATIONS. Tenant shall, in the use and occupancy of the Premises and the conduct of Tenant’s business or profession therein, at all times comply with all applicable laws, ordinances, orders, notices, rules and regulations of the federal, state and municipal governments. Landlord shall be responsible for compliance with Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. §12181 etseq. and its regulations, (collectively, the “ADA”) (i) as to the design and construction of exterior and interior common areas (e.g. sidewalks and parking areas) and (ii) with respect to the initial design and construction by Landlord of Landlord’s Work. Except as set forth above in the initial sentence hereto, Tenant shall be responsible for compliance with the ADA in all other respects concerning the use and occupancy of the Premises, which compliance shall include, without limitation (i) provision for full and equal enjoyment of the goods, services, facilities, privileges, advantages or accommodations of the Premises as contemplated by and to the extent required by the ADA, (ii) compliance relating to requirements under the ADA or amendments thereto arising after the date of this Lease and (iii) compliance relating to the design, layout, renovation, redecorating, refurbishment, alteration, or improvement to the Premises made or requested by Tenant at any time following completion of the Landlord’s Work.

22.NOTICES. Wherever a notice is required, notice shall be deemed to have been duly given if in writing and either: (i) intentionally omitted; (ii) delivered by pre-paid nationally recognized overnight courier service; (iii) forwarded by Registered or Certified mail, return receipt requested, postage prepaid; (iv) facsimile with a copy mailed by first class U.S. mail or (v) e-mailed with evidence of receipt and delivery of a copy of the notice by first class mail; in all such cases addressed to the parties at the following addresses:

Tenant:    Actua USA Corporation

Attn: Chief Financial Officer

555 East Lancaster Avenue, Suite 640

Radnor, PA 19087

Phone: 610-727-6870

Email for billing contact: kirk@actua.com

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Landlord: Radnor Properties-555 LA, L.P.        With a copy to:
555 East Lancaster Ave, Suite 100     Email: Legal.Notices@bdnreit.com
Radnor, PA 19087    Attn: H. Jeffrey DeVuono    Fax No.: 610-325-5622    E-Mail: jeff.devuono@bdnreit.com

Each such notice shall be deemed to have been given to or served upon the party to which addressed on the date the same is delivered or delivery is refused.

23.BROKERS. Landlord and Tenant each represents and warrants to the other that such party has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than Selkirk Partners LLC (“Broker”). Each party shall indemnify and hold the other harmless from and against all liability, cost and expense, including attorney’s fees and court costs, arising out of any misrepresentation or breach of warranty under this Article. Landlord shall pay the Broker pursuant to a separate agreement.

24.LANDLORD’S LIABILITY. Landlord’s obligations hereunder shall be binding upon Landlord only for the period of time that Landlord is in ownership of the Building; and, upon termination of that ownership, Tenant, except as to any obligations which are then due and owing, shall look solely to Landlord’s successor in interest in the Building for the satisfaction of each and every obligation of Landlord hereunder. Landlord shall have no personal liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of Landlord in the Building for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any section of this Lease by Landlord. In addition to the foregoing, no recourse shall be had for an obligation of Landlord hereunder, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, member, partner, shareholder, officer, director, partner, agent or employee of Landlord, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such other liability being expressly waived and released by Tenant with respect to the above-named individuals and entities.

25.RELOCATION. Landlord, at its sole expense, on at least sixty (60) days’ prior written notice to Tenant, may require Tenant to move from the Premises to another suite in the Building of substantially comparable size and with substantially comparable decor, fixtures, sight lines, suite layout, improvements, finishes and signage (as existed in the Premises prior to the relocation notice). In the event of any such relocation, Landlord shall pay all the expenses of preparing and decorating the new premises so that they will be substantially similar to the Premises and shall also pay the expenses of moving Tenant’s furniture and equipment to the new premises and for all other reasonable expenses incurred by Tenant in relocating to the new premises. Rent and all other charges shall abate during any period in which Tenant shall be closed as a result of any such relocation.

26.MISCELLANEOUS PROVISIONS. (a) Successors. The respective rights and obligations provided in this Lease shall bind and inure to the benefit of the parties hereto, their

21

successors and assigns; provided, however, that no rights shall inure to the benefit of any successors or assigns of Tenant unless Landlord’s written consent for the transfer to such successor and/or assignee has first been obtained as provided in Article 9 hereof; (b) Governing Law. This Lease shall be construed, governed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles relating to conflicts of law; (c) Entire Agreement. This Lease, including the Exhibits and any Riders hereto, supersedes any prior discussions, proposals, negotiations and discussions between the parties and the Lease contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in any manner other than by an agreement in writing signed by both parties hereto or their respective successors in interest. Without in any way limiting the generality of the foregoing, this Lease can only be extended pursuant to the terms hereof, with the due exercise of an option (if any) contained herein pursuant to a written agreement signed by both Landlord and Tenant specifically extending the term. No negotiations, correspondence by Landlord or offers to extend the term shall be deemed an extension of the termination date for any period whatsoever; (d) Time of the Essence. TIME IS OF THE ESSENCE IN ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF TENANT; (e) Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall any endorsement or statement or any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other right or remedy provided for in this Lease, at law or in equity; (f) Guaranty. Intentionally omitted; (g) Force Majeure. If by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or any other cause beyond Landlord’s or Tenant’s reasonable control, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions of this Lease or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, or Landlord or Tenant are unable to fulfill or is delayed in fulfilling any of its other respective obligations under this Lease, no such inability or delay shall constitute a default or an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent, or relieve either party from any of its obligations under this Lease, or impose any liability upon Landlord or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise; (h) Financial Statements. Tenant shall furnish to Landlord, Landlord’s Mortgagee, prospective Mortgage or purchaser reasonably requested financial information. Landlord shall keep all information provided hereunder strictly confidential; (i) Authority. Tenant represents and warrants that (a) Tenant is duly organized, validly existing and legally authorized to do business in the Commonwealth of Pennsylvania, and (b) the persons executing this Lease are duly authorized to execute and deliver this Lease on behalf of Tenant; (j) Attorneys’ Fees. In connection with any litigation arising out of this Lease, the prevailing party, Landlord or Tenant, shall be entitled to recover all costs incurred, including reasonable attorneys’ fees; (k) Press Releases. (m)    Landlord shall have the right, to the extent required to be disclosed by Landlord

22

or Landlord’s affiliates in connection with filings required by applicable Laws, including without limitation the Securities and Exchange Commission (“SEC”), without notice to Tenant to include in such securities filings general information relating to this Lease, including, without limitation, Tenant’s name, the Building, and the square footage of the Premises. Except as set forth in the preceding sentence, neither Tenant nor Landlord shall issue, or permit any broker, representative, or agent representing either party in connection with this Lease to issue, any press release or other public disclosure regarding the specific terms of this Lease (or any amendments or modifications hereof), without the prior written approval of the other party. The parties acknowledge that the transaction described in this Lease and the terms thereof (but not the existence thereof) are of a confidential nature and shall not be disclosed except to such party’s employees, attorneys, accountants, consultants, advisors, affiliates, and actual and prospective purchasers, lenders, investors, subtenants and assignees (collectively, “Permitted Parties”), and except as, in the good faith judgment of Landlord or Tenant, may be required to enable Landlord or Tenant to comply with its obligations under Law or under laws and regulations of the SEC. Neither party may make any public disclosure of the specific terms of this Lease, except as required by Law, including without limitation SEC laws and regulations, or as otherwise provided in this paragraph. In connection with the negotiation of this Lease and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have had access to confidential information relating to the other party. Each party shall treat such information and shall cause its Permitted Parties to treat such confidential information as confidential, and shall preserve the confidentiality thereof, and not duplicate or use such information, except by Permitted Parties. Notwithstanding anything herein to the contrary, Landlord acknowledges and agrees that as a subsidiary of a publicly traded company, Tenant has filed the Expiring Lease with the SEC and intends to file this Lease with the SEC and describe the terms of this Lease in its SEC filings and that such disclosure will not constitute a breach of this Lease, provided Tenant only discloses as much information as is required by the SEC.

27.CONSENT TO JURISDICTION. Tenant hereby consents to the exclusive jurisdiction of the state courts located in Delaware County and to the federal courts located in the Eastern District of Pennsylvania.

28.OFAC/PATRIOT ACT COMPLIANCE. Tenant represents, warrants and covenants that Tenant is not (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25,2001) (“Order”) and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) listed on any list or qualification of “Designated Nationals” as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the

23

unrepealed provision of the Iraq Sanctions Act, Publ. L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 as-9; The Cuban Democracy Act, 22 U.S.C. §§ 6001-10; The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the “Orders”); (vi) engaged in activities prohibited in the Orders; or (vii) (and has not been) convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.). Tenant further represents, warrants and covenants that Tenant shall conduct its business operations in compliance with the forgoing laws, rules, orders and regulations. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. The breach of either of the above representations, warranties and covenants by Tenant shall be an Event of Default under this Lease.

29.RENEWAL. Provided Tenant is not in default at the time of exercise, and Tenant is fully occupying the Premises and the Lease is in full force and effect, Tenant shall have the right to renew this Lease for one (1) term of five (5) years beyond the end of the current Term (“Renewal Term”). Tenant shall furnish written notice of intent to renew not less than twelve (12) months prior to the expiration of the current Term, failing which, such renewal right shall be deemed waived; time being of the essence. The terms and conditions of this Lease during the Renewal Term shall remain unchanged except that the annual Fixed Rent for the Renewal Term shall be Fair Market Rent (as such term is hereinafter defined). Anything herein contained to the contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the one (1) term of five (5) years hereinabove described. Upon Tenant’s delivery of its written extension election notice, Tenant may not thereafter revoke its exercise of the Renewal. It shall be a condition of such Renewal Term that Landlord and Tenant shall have executed, not less than nine (9) months prior to the expiration of Term hereof, an appropriate amendment to this Lease, in form and content satisfactory to each of them, memorializing the extension of the Term hereof for the Renewal Term.

For purposes of this Lease, “Fair Market Rent” shall mean the base rent, for comparable space in comparable office buildings in the commercial market in Radnor, Pennsylvania. In determining the Fair Market Rent, Landlord, Tenant and any appraiser agreed upon by both parties shall take into account applicable measurement and the loss factors, applicable lengths of lease term, differences in size of the space demised, free rent concessions, tenant improvement allowances in effect at time of renewal, the location of the Building and comparable buildings, amenities in the Building and comparable buildings, the ages of the Building and comparable buildings, differences in base years or stop amounts for operating expenses and tax escalations and other factors normally taken into account in determining Fair Market Rent. The Fair Market Rent shall reflect the level of improvement made or to be made by Landlord to the space and the

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Recognized Expenses and Taxes under this Lease, If Landlord and Tenant cannot agree on the Fair Market Rent, the Fair Market Rent shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI certified appraiser who shall have a minimum of ten (10) years’ experience in real estate leasing in the market in which the Premises is located, (2) Landlord and Tenant shall each notify the other (but not the appraiser), of its determination of such Fair Market Rent and the reasons therefor, (3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the other’s determination and shall deliver it to the other party, (4) on the tenth (10th) day following delivery of the critiques to each other, Landlord’s and Tenant’s determinations and critiques (as originally submitted to the other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord’s or Tenant’s determination of Fair Market Rent is more correct. The determinations so chosen shall be the Fair Market Rent. The appraiser shall not be empowered to choose any number other than the Landlord’s or Tenant’s. The fees of the appraiser shall be paid by the non-prevailing party. Upon Landlord’s request, Tenant shall execute prior to the expiration of the then-expiring Term, an appropriate amendment to this Lease, in form and content reasonably satisfactory to both Landlord and Tenant, memorializing the extension of the Term for the ensuing Renewal Term (provided Tenant’s failure to execute such amendment shall not negate the effectiveness of Tenant’s exercise of the Renewal Option).

30. RIGHT OF EXPANSION. Subject to (a) Tenant not being in default at the time of exercise beyond any applicable notice and cure period, (b) Tenant occupying not less than one hundred percent (100%) of the Premises originally demised hereunder, (c) the current rights of other tenants within the Building, and (d) such limitations as are explicitly imposed by other tenant leases, Landlord shall notify Tenant when any space on the sixth floor is or is expected to become vacant and available for lease within the Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to accept for such space, which shall be at a fair market rent taking into account differences in base years and tenant improvement allowances, with which the parties would add such space to the description of the “Premises,” in either case for a term which would be coterminous with this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in “AS -IS” condition and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) business day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice under this Article 30, then Tenant’s rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

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Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 30 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have executed this Lease, under Seal, the day and year first above written.

LANDLORD:
RADNOR PROPERTIES LA, L.P.

By: Radnor GP-555 LA, L.L.C.

By: /s/ Kathy Sweeney-Pogwist    

Name: Kathy Sweeney-Pogwist
Title: Senior Vice President of Leasing

TENANT:

ACTUA USA CORPORATION

By: /s/ R. Kirk Morgan            

Name: R. Kirk Morgan
Title: CFO

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XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 01, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Trading Symbol	ACTA
Entity Registrant Name	Actua Corp
Entity Central Index Key	0001085621
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,477,526

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 41,787	$ 72,457
Restricted cash	1,699	2,206
Accounts receivables, net of allowance ($858-2016; $814-2015)	17,031	16,167
Prepaid expenses and other current assets	4,001	2,776
Assets of discontinued operations (Note 5, Discontinued Operations)	33,609	29,129
Total current assets	98,127	122,735
Fixed assets, net of accumulated depreciation and amortization ($8,158-2016; $6,735-2015)	5,580	4,279
Goodwill	222,694	220,459
Intangible assets, net	73,195	80,443
Cost method businesses	17,249	18,146
Deferred tax asset	2,779	2,900
Other assets, net	1,158	1,182
Total assets	420,782	450,144
Current liabilities
Short-term debt	1,320	1,320
Accounts payable	9,174	7,992
Accrued expenses	7,332	8,215
Accrued compensation and benefits	6,907	9,865
Deferred revenue	30,899	26,102
Liabilities of discontinued operations (Note 5, Discontinued Operations)	31,691	24,391
Total current liabilities	87,323	77,885
Deferred tax liability	266	266
Deferred revenue	1,215	2,038
Other liabilities	5,351	1,478
Total liabilities	94,155	81,667
Redeemable noncontrolling interests (Note 4, Consolidated Businesses)	9,362	10,506
Actua Corporation’s stockholders’ equity
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued or outstanding	0	0
Common stock, $0.001 par value; 2,000,000 shares authorized, 46,504 shares (2016) and 46,763 shares (2015) issued	47	47
Treasury stock, at cost 6,998 shares (2016) and 5,988 shares (2015)	(65,042)	(55,509)
Additional paid-in capital	3,572,313	3,563,848
Accumulated deficit	(3,202,467)	(3,165,321)
Accumulated other comprehensive (loss) income	(1)	40
Total Actua Corporation’s stockholders’ equity	304,850	343,105
Noncontrolling interests	12,415	14,866
Total equity	317,265	357,971
Total liabilities, redeemable noncontrolling interest and equity	$ 420,782	$ 450,144

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 858	$ 814
Accumulated depreciation and amortization	$ 8,158	$ 6,735
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	46,504,000	46,763,000
Treasury stock, shares at cost (in shares)	6,998,000	5,988,000

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenue	$ 27,937	$ 24,917	$ 79,977	$ 72,957
Operating expenses
Cost of revenue	7,441	6,663	21,451	20,533
Sales and marketing	10,281	9,551	30,861	26,911
General and administrative	11,228	12,542	34,926	40,889
Research and development	5,411	4,973	16,106	14,377
Amortization of intangible assets	3,524	3,266	10,732	10,146
Impairment related and other	45	285	393	982
Total operating expenses	37,930	37,280	114,469	113,838
Operating loss	(9,993)	(12,363)	(34,492)	(40,881)
Other income, net	2,831	96	2,726	1,537
Interest income	31	30	118	83
Interest expense	(27)	(36)	(93)	(104)
Loss before income taxes and noncontrolling interest	(7,158)	(12,273)	(31,741)	(39,365)
Income tax expense	(93)	(29)	(291)	(204)
Loss from continuing operations	(7,251)	(12,302)	(32,032)	(39,569)
Loss from discontinued operations, net of tax	(3,842)	(2,331)	(8,002)	(7,032)
Net loss	(11,093)	(14,633)	(40,034)	(46,601)
Less: Net loss attributable to the noncontrolling interest	(1,019)	(751)	(2,888)	(2,672)
Net loss attributable to Actua Corporation	(10,074)	(13,882)	(37,146)	(43,929)
Amounts attributable to Actua Corporation:
Net loss from continuing operations	(6,467)	(11,732)	(29,590)	(37,390)
Net loss from discontinued operations	(3,607)	(2,150)	(7,556)	(6,539)
Net loss attributable to Actua Corporation	$ (10,074)	$ (13,882)	$ (37,146)	$ (43,929)
Basic and diluted loss per share attributable to Actua Corporation:
Loss from continuing operations (in dollars per share)	$ (0.17)	$ (0.31)	$ (0.80)	$ (1.01)
Loss from discontinued operations (in dollars per share)	(0.10)	(0.06)	(0.21)	(0.18)
Net loss (in dollars per share)	$ (0.27)	$ (0.37)	$ (1.01)	$ (1.19)
Shares used in computation of basic and diluted loss per share (in shares)	36,776	37,146	36,943	37,038
Net loss	$ (11,093)	$ (14,633)	$ (40,034)	$ (46,601)
Other comprehensive loss:
Foreign currency translation adjustment	(71)	0	41	0
Comprehensive loss	(11,164)	(14,633)	(39,993)	(46,601)
Less: Comprehensive loss attributable to the noncontrolling interest	(1,019)	(751)	(2,888)	(2,672)
Comprehensive loss attributable to Actua Corporation	$ (10,145)	$ (13,882)	$ (37,105)	$ (43,929)

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss) (“AOCI”)	Non-controlling Interest
Balance as of at Dec. 31, 2014	$ 448,756	$ 46	$ (53,807)	$ 3,553,430	$ (3,069,241)	$ 40	$ 18,288
Balance as of (in shares) at Dec. 31, 2014		46,405,000	(5,892,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation expense related to stock appreciation rights (“SARs”) and stock options	340			340
Equity-based compensation related to deferred stock units (“DSUs”)	135			135
Equity-based compensation related to restricted stock (“RS”)	18,352			18,352
Issuance of DSUs	82			82
Issuance of DSUs (in shares)		94,000
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings	(3,890)	$ 1		(3,891)
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings (in shares)		278,000
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings	(28)			(28)
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings (in shares)		2,000
Impact of redeemable noncontrolling interest accretion	(2,413)			(2,413)
Impact of subsidiary equity transactions	268			1,430			(1,162)
Repurchase of common stock	$ (1,702)		$ (1,702)
Repurchase of common stock (in shares)	(96,277)		(96,000)
Net loss	$ (46,381)				(43,929)		(2,452)
Balance as of at Sep. 30, 2015	413,519	$ 47	$ (55,509)	3,567,437	(3,113,170)	40	14,674
Balance as of (in shares) at Sep. 30, 2015		46,779,000	(5,988,000)
Balance as of at Dec. 31, 2015	357,971	$ 47	$ (55,509)	3,563,848	(3,165,321)	40	14,866
Balance as of (in shares) at Dec. 31, 2015		46,763,000	(5,988,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation expense related to stock appreciation rights (“SARs”) and stock options	118			118
Equity-based compensation related to deferred stock units (“DSUs”)	267			267
Equity-based compensation related to restricted stock (“RS”)	9,439			9,439
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings	(1,558)	$ 0		(1,558)
Issuance of RS, net of forfeitures primarily related to satisfying tax withholdings (in shares)		(261,000)
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings	(12)			(12)
Exercise of SARs and stock options, net of forfeitures related to satisfying tax withholdings (in shares)		2,000
Impact of redeemable noncontrolling interest accretion	(4,103)			(4,103)
Impact of subsidiary equity transactions	4,453			4,314		(41)	180
Repurchase of common stock	$ (9,533)		$ (9,533)
Repurchase of common stock (in shares)	(1,010,000)		(1,010,000)
Net loss	$ (39,777)				(37,146)		(2,631)
Balance as of at Sep. 30, 2016	$ 317,265	$ 47	$ (65,042)	$ 3,572,313	$ (3,202,467)	$ (1)	$ 12,415
Balance as of (in shares) at Sep. 30, 2016		46,504,000	(6,998,000)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES - Continuing Operations
Net loss	$ (40,034)	$ (46,601)
Loss from discontinued operations, net of tax	8,002	7,032
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	12,462	11,681
Equity-based compensation	11,433	20,395
Impairment related and other	419	290
Other income, net	(2,726)	(1,537)
Deferred tax asset	121	123
Contingent consideration	32	692
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable, net	(1,012)	9,060
Prepaid expenses and other assets	(1,305)	1,425
Accounts payable	977	(2,700)
Accrued expenses	(1,000)	7,052
Accrued compensation and benefits	(2,973)	1,194
Deferred revenue	4,112	(10,687)
Other liabilities	4,175	(1,544)
Cash flows used in operating activities	(7,317)	(4,125)
INVESTING ACTIVITIES - Continuing Operations
Capital expenditures	(2,256)	(1,645)
Change in restricted cash	581	(251)
Proceeds from sales/distribution of ownership interests	4,454	1,415
Ownership acquisition, net of cash acquired	(5,127)	(1,300)
Cash flows used in investing activities	(2,348)	(1,781)
FINANCING ACTIVITIES
Acquisition of noncontrolling interest in subsidiary equity	(5,446)	(3,952)
Payments of contingent consideration	(2,664)	(1,870)
Borrowings of short-term debt	0	820
Repayment of capital lease obligations	(8)	(24)
Purchase of treasury stock	(9,533)	(1,704)
Tax withholdings related to equity-based awards	(1,568)	(3,925)
Financing activities with discontinued operations, net	(1,745)	(3,871)
Cash flows used in financing activities	(20,964)	(14,526)
Effect of exchange rate on cash and cash equivalents	(41)	19
Net decrease in cash and cash equivalents from continuing operations	(30,670)	(20,413)
Discontinued Operations
Cash flows used in operating activities	(6,228)	(1,111)
Cash flows used in investing activities	(675)	(4,900)
Cash flows provided by financing activities	3,234	3,878
Net decrease in cash and cash equivalents from discontinued operations	(3,669)	(2,133)
Cash and cash equivalents at beginning of period - discontinued operations	187	849
Less: cash and cash equivalents at end of period - discontinued operations	3,856	2,982
Cash and cash equivalents at beginning of period	72,457	100,152
Cash and cash equivalents at end of period	$ 41,787	$ 79,739

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The Company

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

The Company

Description of the Company

Actua Corporation (together with its subsidiaries, “Actua”), which was formed on March 4, 1996, is a multi-vertical cloud technology company with offerings that it believes create unique and compelling value for its customers and provide transformative efficiency to vertical markets worldwide. As of September 30, 2016, Actua owned four businesses, each of which addresses the needs of a specific vertical market or industry: Bolt Solutions, Inc. (“Bolt”), Folio Dynamics Holdings, Inc. (“FolioDynamix”), GovDelivery Holdings, Inc. (“GovDelivery”) and VelocityEHS Holdings, Inc. (formerly MSDSonline Holdings, Inc.) (“VelocityEHS”).

Please refer to Item 1, “Business,” in Actua’s Annual Report on Form 10-K for the year ended December 31, 2015 for a more detailed description of Actua and its businesses.

Basis of Presentation

On September 20, 2016, GovDelivery entered into a merger agreement providing for the sale of GovDelivery to an affiliate of Vista Equity Partners (the “GovDelivery Merger Agreement”); the sale was consummated on October 18, 2016.

The Consolidated Financial Statements contained herein (the “Consolidated Financial Statements”) include the accounts of Actua Corporation and its wholly-owned subsidiaries and majority-owned subsidiaries. Because of the execution of the GovDelivery Merger Agreement and other relevant factors, the criteria for held-for-sale classification and discontinued operations presentation were met on September 30, 2016. Accordingly, the financial results and financial position of GovDelivery are presented as discontinued operations in the Consolidated Financial Statements for all periods presented.

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Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Principles of Accounting for Ownership Interests

The various interests that Actua acquires 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 loss attributable to the noncontrolling interest” in Actua’s Consolidated Statements of Operations. Noncontrolling interest adjusts 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 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 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 first nine months of 2016 or during the year ended December 31, 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 6, “Cost Method Businesses.” Actua’s share of the earnings and/or losses of cost method businesses is not included in Actua’s Consolidated Statement of Operations. However, impairment charges related to cost method businesses are recognized in Actua’s Consolidated Statements of Operations. 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 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 convertible debt, equity holdings, goodwill, and the useful lives of intangible assets could change in the near term and that the effect of such changes on Actua’s Consolidated Financial Statements could be material. As of September 30, 2016, management believes the recorded amounts of goodwill, intangible assets and cost method businesses were not impaired. Actua determined that, as of December 31, 2015, goodwill associated with the FolioDynamix reporting unit was partially impaired and recognized a loss of $39.7 million for the period. Please refer to Note 3, “Goodwill and Intangible Assets.”

Cash and Cash Equivalents

Actua considers all highly liquid instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents at September 30, 2016 and December 31, 2015 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. Actua had long-term restricted cash of $0.3 million as of September 30, 2016 and $0.4 million as of December 31, 2015 that is included in “Other assets, net” in Actua’s Consolidated Balance Sheets.

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 7, “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 3, “Goodwill and Intangible Assets,” and Note 7, “Fair Value Measurements,” for further details, including sensitivity analysis of the fair value calculation related to Actua’s December 31, 2015 annual impairment evaluation.

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' 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, accounts receivable 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 consists 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 are charged to expense as incurred.

Revenue Recognition

Actua recognizes 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.  The following paragraphs provide more specific details regarding the manner in which each of our businesses recognizes revenue.

Bolt

Bolt generates revenue from (1) SaaS software licenses, (2) maintenance and support services, (3) professional service fees, (4) insurance commissions, including contingency bonus revenues from insurance carriers, and (5) subscription fees.  

Bolt enters into certain multiple deliverable arrangements that relate primarily to its software licenses (which are delivered through a cloud-based model), professional services necessary for the functionality of the software, and maintenance and support services. Bolt evaluates each deliverable in a multiple deliverable arrangement 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 (determined by reference to whether Bolt routinely provides these elements independent of other products and/or services, or a third-party vendor could provide a similar service to the customer). Additionally, Bolt considers whether there is a customer-negotiated refund or return right for the delivered element. If these criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition are determined for the combined elements and recognized over the applicable contract term.

For Bolt’s professional services or other deliverables that are determined to have standalone value, Bolt allocates the total revenue to be earned under the arrangement among the various elements based on a selling price hierarchy using the relative selling price method. The selling price for a deliverable is based on the best estimated selling price (“ESP”), as neither vendor specific objective evidence (“VSOE”) of fair value nor third-party evidence (“TPE”) of fair value is available. VSOE of fair value is based on the normal pricing and discounting practices for those products and services when sold separately. TPE of fair value is determined by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. ESP is established by considering factors such as margin objectives, market conditions and competition.  ESP represents the price at which the company would transact for the deliverable if it were sold by the company regularly on a standalone basis.  

Under Bolt’s cloud-based software licenses, certain professional services are essential for the functionality of the software, and the related maintenance and support services do not have standalone value to Bolt’s customers and are therefore combined, and revenue under these licenses is recognized ratably over the applicable contract term.  For certain professional service deliverables that have been determined to have standalone value, Bolt has historically concluded that neither VSOE nor TPE of fair value can be established and, accordingly, it has relied on ESP to allocate revenue to each element. Those fees are then recognized as the services are performed and/or the professional services are delivered. Finally, certain professional services are sold separately. Those fees are recognized as the professional services are delivered.

Bolt’s commissions on the premiums from sales of insurance policies are recognized when Bolt has sufficient information to determine (1) the amount that it is owed and (2) whether it is probable that the economic benefits associated with the transaction will flow to Bolt. Bolt recognizes subscription fee revenue over the subscription period, which is generally a one-month period.  

Bolt has typically represented a small amount of Actua’s historical deferred revenue balances.  Bolt’s contracts are generally billed in annual, quarterly or monthly installments.

FolioDynamix

FolioDynamix generates revenues primarily in the form of (1) recurring software license and subscription fees, (2) maintenance and support services, (3) professional services fees from customization and integration services related to its software, (4) professional services fees for customized investment program management and consulting and (5) investment advisory services.  The initial subscription arrangement term is typically between three and five years.

FolioDynamix’s platform revenue from term software license arrangements is recognized on a subscription basis over the customer contract license term of use.  Revenue from annual maintenance is deferred and recognized on a straight-line basis over the period that the service is provided.  Revenue related to platform implementation professional services is deferred and recognized on a straight-line basis over the contract term.  A small portion of revenue is derived from multiple element contracts for which FolioDynamix cannot separate the license element from the service elements; that revenue is deferred until all elements of the arrangement have been delivered. Revenue under arrangements with multiple elements is allocated under the residual method.  Under the residual method, revenue is allocated first to the undelivered elements based on their VSOE of fair value, and the residual amount is applied to the delivered elements.    

Certain revenues earned by FolioDynamix for advisory services require judgment to determine whether the revenue should be recorded on a gross basis (that is, with FolioDynamix as a principal) or net of related costs (that is, with FolioDynamix as an agent). In general, these revenues are recognized on a net basis if FolioDynamix does not have control over selecting vendors and pricing, and when FolioDynamix is acting as an agent of the supplier.  Revenues from professional services are deemed to not have standalone value and therefore are recognized ratably over the contract term.

FolioDynamix’s contracts are billed in annual, quarterly or monthly installments and are primarily non-cancellable.

VelocityEHS

VelocityEHS derives revenue from two sources: (1) SaaS subscription fees and (2) professional services fees. The vast majority of VelocityEHS’ revenue is derived from subscription fees from customers accessing VelocityEHS’ database and web-based tools; that revenue is recognized ratably over the applicable contract term, beginning with the subscription start date. VelocityEHS also generates professional service fees from (a) customer training, (b) authoring of safety data sheets for customers and (c) compiling of customers’ online libraries of safety data sheet documents and indexing those documents. Those professional services are generally determined to have standalone value, and the revenue derived from those fees are recognized on a proportional performance basis over the applicable project’s timeline.

VelocityEHS has typically represented the majority of Actua’s historical deferred revenue balances.  VelocityEHS’ contracts are generally billed annually and are non-cancellable.

At each of Actua’s businesses, fees associated with professional services for new customers that are not determined to have standalone value are deferred and recognized over the contract term.  Actua’s businesses recognize those fees, which primarily relate to implementation, over the initial terms of the contracts because, at the time contracts with new customers are consummated, there is no history with such customers, and it cannot be determined whether the relationship with such customers will extend beyond the terms of the initial contracts.

Equity-Based Compensation

Actua recognizes equity-based compensation expenses 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.

Research and Development

Research and development costs are charged to expense as those costs are 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.

Net Loss Per Share

Basic net 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 loss of such transactions. See Note 13, “Net Loss per Share.”

Comprehensive Loss

Actua reports and displays comprehensive loss and its components in the Consolidated Statements of Operations and Comprehensive Loss. Comprehensive loss is the change in equity of a business enterprise during a period from non-owner sources. Actua’s sources of comprehensive loss are net loss and foreign currency translation adjustments. Reclassification adjustments result from the recognition of gains or losses in net loss that were included in comprehensive loss in prior periods.

Supplemental Cash Flow Disclosures

Actua did not pay any interest or make any income tax payments during the three and nine months ended September 30, 2016 and 2015. Fixed assets purchased during the three and nine months ended September 30, 2016, but not yet paid for as of September 30, 2016, were in the amounts of $0.2 million and $0.9 million, respectively. These amounts were zero for the three and nine months ended September 30, 2015.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.  

Discontinued Operations

On September 20, 2016, GovDelivery entered into the GovDelivery Merger Agreement. Because of this and other factors, Actua has recast all financial information within this Report to conform to the current period presentation and to present GovDelivery as discontinued operations for all periods presented. The merger was consummated on October 18, 2016.

Adjustments to Previously Reported Amounts/Immaterial Correction of an Error

During the second quarter of 2015, Actua revised certain previously reported amounts due to a change from recognizing noncontrolling interests related to FolioDynamix as a component of permanent equity to recognizing those interests as a component of temporary equity in redeemable noncontrolling interests.  In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the current and prior periods. The correction of the immaterial error resulted in an increase to the line item “Redeemable noncontrolling interests” of $4.1 million and decreases to the line items “Additional paid-in capital” and “Noncontrolling interests” of $1.4 million and $2.7 million, respectively, on Actua’s Consolidated Balance Sheets as of December 31, 2014. The aforementioned corrections to "Additional paid-in capital" and "Noncontrolling interests" also impacted the "Balance as of December 31, 2014" line item on Actua's Consolidated Statements of Changes in Equity. This immaterial correction of an error had no impact on Actua’s Consolidated Statements of Operations in any period.

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. As of September 30, 2016, $4.0 million related to Actua’s potential proceeds from sales of former businesses remained in escrow to satisfy potential or unresolved indemnification claims. Those outstanding escrow amounts are scheduled to be released throughout the remainder of 2016, subject to pending and potential indemnity claims pursuant to the terms of the applicable acquisition agreements. On October 18, 2016, an additional $10.0 million was placed in escrow related to the GovDelivery sale.

Concentration of Customer Base and Credit Risk

No single customer of Actua’s consolidated businesses represented more than 10% of Actua’s consolidated revenue for the three and nine months ended September 30, 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. 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, that provides a single, comprehensive revenue recognition model for all contracts with customers. Under the new guidance, 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 new guidance also includes enhanced disclosure requirements. This guidance, 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 correction. The effective dates for these ASUs are the same as the effective date for ASU 2014-09; Actua is in the process of evaluating the adoption alternatives and impact that the guidance will have on the Consolidated Financial Statements.

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 in GAAP 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 guidance is effective for Actua for the annual period beginning January 1, 2018. Actua is in the process of evaluating the impact of this new pronouncement.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, most leases will be recognized on Actua’s Consolidated Balance Sheets as liabilities with corresponding right-of-use assets. The new guidance 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 March 2016, the FASB issued ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminated the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The amendments in this update are effective for Actua for fiscal years, and interim periods within those fiscal years, beginning January 1, 2017. As Actua does not currently have any equity method investments, the guidance is not expected to have any impact on the Consolidated Financial Statements on the adoption date.

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 on the statement of cash flows. Under the new guidance, 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 income statement, 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 guidance, 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 update are effective for Actua for annual periods beginning January 1, 2017 and interim periods within those annual periods. Actua is in the process of evaluating the impact of this new pronouncement.

Recently Adopted Accounting Guidance

In August 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, that provides guidance regarding a simplified presentation of debt issuance costs, requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. This guidance, which is applied retrospectively upon adoption, was effective for Actua beginning with the December 31, 2015 annual reporting period. The adoption of this guidance did not have a significant impact on Actua’s Consolidated Financial Statements.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The new guidance eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement period adjustments that occur in periods after a business combination is consummated. This guidance was effective for Actua beginning on January 1, 2016. The adoption of this guidance had no impact on Actua’s Consolidated Financial Statements during the current period.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The new guidance requires that deferred tax liabilities and assets be classified as non-current on the balance sheet and eliminates the requirement that an entity separate deferred income tax liabilities and assets into current and non-current amounts. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. Actua early adopted the new guidance, and, accordingly, the guidance was effective for Actua for the December 31, 2015 annual reporting period. The adoption of this guidance impacted the presentation of deferred income taxes on Actua’s Consolidated Balance Sheets to a non-current classification and was applied retrospectively to the prior periods presented.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance addresses multiple scenarios concerning how certain cash receipts and payments are presented and classified in the statement of cash flows under Accounting Standards Codification ("ASC") Topic 230, Statement of Cash Flows, and other ASC topics. Under the new guidance, classification of contingent consideration payments made after a business combination will depend on the timing of the payment, as well as the total amount paid, in comparison to the total liability recognized at the acquisition date. Although not effective until annual periods beginning after December 15, 2017, Actua has decided to adopt this guidance early; the adoption of this guidance had no impact on Actua’s Consolidated Financial Statements.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity related to Actua’s goodwill:

(in thousands)	Gross Carrying Amount		Accumulated Impairment Losses			Net Carrying Amount
Goodwill as of December 31, 2015	$	260,115	$	(39,656	)	$	220,459
Acquisitions(1)	2,235		—			2,235
Goodwill as of September 30, 2016	$	262,350	$	(39,656	)	$	222,694

________________

⁽¹⁾  Refer to Note 4, “Consolidated Businesses” for details of acquisitions.

During the nine months ended September 30, 2016, goodwill related to GovDelivery was reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of goodwill related to GovDelivery as assets of discontinued operations, Actua retrospectively decreased the value of goodwill as of December 31, 2015 by $5.6 million.

As of September 30, 2016 and December 31, 2015, all of Actua’s goodwill was allocated to its vertical cloud segment.

Impairment

Actua completed its annual impairment testing in the fourth quarter of 2015. During that quarter, Actua reviewed the goodwill balance for impairment in accordance with its accounting policy and identified factors, including the market value of Actua’s Common Stock, indicating that the fair value of Actua’s goodwill could have fallen below its book value.  Actua determined that the goodwill associated with the FolioDynamix reporting unit was partially impaired as of December 31, 2015 and recognized an impairment charge of $39.7 million, which was recorded within the “Impairment related and other” line item of the Consolidated Statements of Operations for the year ended December 31, 2015. Please refer to Note 7, “Fair Value Measurements,” for a further discussion of the fair value measurement relating to the FolioDynamix reporting unit impairment charge.

The completion of Actua's 2015 year-end impairment testing resulted in no impairments related to Actua’s other consolidated businesses, because the fair value of the reporting units exceeded their carrying value for each of those reporting units, including goodwill.

Intangible Assets

The following table summarizes Actua’s intangible assets:

(in thousands)		As of September 30, 2016
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	63,307	$	(19,947	)	$	43,360
Trademarks/trade names	3-11 years	22,898		(9,240		)	13,658
Technology	5-10 years	25,083		(9,678		)	15,405
Non-compete agreements	2-5 years	3,605		(3,533		)	72
		114,893		(42,398		)	72,495
Other intellectual property (1)	Indefinite	700		—			700
		$	115,593	$	(42,398	)	$	73,195

(in thousands)		As of December 31, 2015
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	61,820	$	(14,377	)	$	47,443
Trademarks/trade names	3-11 years	22,898		(6,829		)	16,069
Technology	5-10 years	23,086		(6,945		)	16,141
Non-compete agreements	2-5 years	3,605		(3,515		)	90
		111,409		(31,666		)	79,743
Other intellectual property (1)	Indefinite	700		—			700
		$	112,109	$	(31,666	)	$	80,443

____________________

⁽¹⁾  Included in this line item is a domain name valued at $0.3 million that Actua currently believes has an indefinite life, and a domain name for which Actua estimated the residual value to approximate its carrying value of $0.4 million as of both September 30, 2016 and December 31, 2015.

During the nine months ended September 30, 2016, intangible assets related to GovDelivery were reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.”

Based on the reclassification of intangible assets related to GovDelivery as assets of discontinued operations, Actua retrospectively decreased net intangible assets as of December 31, 2015 by $9.0 million.

Amortization expense for intangible assets during the three and nine months ended September 30, 2016 was $3.5 million and $10.7 million, respectively. Amortization expense for intangible assets during the three and nine months ended September 30, 2015 was $3.3 million and $10.1 million, respectively.

During the nine months ended September 30, 2016, amortization expense related to GovDelivery was reclassified to the line item “Loss on discontinued operations” on Actua’s Consolidated Statement of Operations for all periods presented because of the execution of the GovDelivery Merger Agreement on September 20, 2016 and other relevant factors. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.”

Based on the reclassification of amortization expense related to GovDelivery, Actua retrospectively decreased amortization expense for the three and nine months ended September 30, 2016 and 2015 by $0.5 million, $0.5 million, $1.4 million and $1.3 million, respectively.

The remaining estimated amortization expense for the respective years is set forth as follows:

(in thousands)
2016 (remaining three months)	$	(3,533	)
2017	(13,810		)
2018	(12,345		)
2019	(10,806		)
2020	(9,387		)
Thereafter	(22,614		)
Remaining amortization expense	$	(72,495	)

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Consolidated Businesses

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Consolidated Businesses

Consolidated Businesses

FolioDynamix Acquisition

On November 3, 2014, Actua acquired all of the issued and outstanding stock of FolioDynamix for approximately $201.7 million in cash, which included $0.7 million as a post-closing working capital adjustment that occurred in the first quarter of 2015, and $4.1 million of equity value related to stock options.  

Other Acquisitions

On November 25, 2015, VelocityEHS acquired certain assets of WellNet Solutions, Inc. (“WellNet”) for initial cash consideration of $0.7 million. Additionally, during the nine months ended September 30, 2016, VelocityEHS paid $2.2 million of cash as contingent consideration in connection with the WellNet acquisition. As a result, intangible assets of $2.9 million were recorded in connection with the WellNet acquisition.

On January 22, 2016, VelocityEHS acquired certain assets of ErgoAdvocate LLC (“ErgoAdvocate”) for $1.25 million of cash consideration, $1.0 million of which was paid at the closing of the transaction, and $0.25 million of which will be paid on the one-year anniversary of the closing, subject to reduction for any post-closing indemnification claims. The acquisition was accounted for under the acquisition method. VelocityEHS has allocated the purchase price to the acquired identifiable intangible assets and goodwill based upon their respective fair values as of the date of acquisition.

On September 16, 2016, VelocityEHS acquired certain assets of E3 Solutions Inc. ("E3 Solutions") for $3.0 million of cash consideration, $2.7 million of which was paid at the closing of the transaction, and $0.3 million of which will be paid in equal installments on the one-year and 18-month anniversaries of the closing.

On October 31, 2016, FolioDynamix acquired substantially all the assets of SAS Capital Management, LLC (“SAS”) for initial consideration, net of a working capital adjustment, of approximately $2.9 million and aggregate payments of approximately $1.0 million payable over the 15-month period following the closing. The SAS acquisition is also subject to an earnout based on achievement of revenue targets. The maximum consideration payable related to the SAS acquisition, including the initial consideration, is $25.0 million. SAS specializes in Registered Investment Advisor ("RIA")-specific technology, advisory consulting and overlay management, as well as, access to third-party managers and their own strategist portfolios. This acquisition will offer FolioDynamix's independent RIAs customers an improved advisor interface, a best-in-class execution desk and better operational support.

The allocations of the respective ErgoAdvocate, WellNet and E3 Solutions purchase prices to identified intangible assets and tangible assets and liabilities were as follows:

(in thousands)	ErgoAdvocate		WellNet		E3 Solutions
Goodwill	$	155	$	—	$	2,080
Customer lists (5-8 year life)	26		2,897		—
Trademarks, trade names and domain names (8 year life)	—		—		—
Technology (5-9 year life)	1,069		—		920
Other net assets (liabilities)	—		—		—
Total net assets acquired	$	1,250	$	2,897	$	3,000

Redeemable Noncontrolling Interests

In connection with GovDelivery's acquisitions of NuCivic, Inc. (“NuCivic”) and Textizen, Inc. ("Textizen"), certain GovDelivery stockholders had the ability to require GovDelivery to redeem a portion of their shares in 2017, 2018, 2019 and 2020 based on a fair value determination. In connection with the GovDelivery Merger Agreement, the vesting of the redeemable shares related to the NuCivic and Textizen acquisitions was accelerated. Certain VelocityEHS stockholders have the ability to require VelocityEHS to redeem a portion of their shares in 2017 based on a mutually agreed upon fair value determination. Certain FolioDynamix shareholders have the ability to require FolioDynamix to redeem a portion of their shares in 2018, 2019 and/or 2020 based on a mutually agreed upon fair value determination. Because any such redemptions would be outside the control of the respective businesses, Actua has classified the noncontrolling interests outside of equity and will accrete to the estimated redemption values with an offset to additional paid-in capital. The noncontrolling interests are classified as “Redeemable noncontrolling interests” 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, 2016 and 2015:

(in thousands)
Balance at December 31, 2014	$	10,346
Redeemable noncontrolling interest portion of subsidiary net loss	(220)
Accretion to estimated redemption value	4,558
Equity transfer among owners(1)	(3,339)
Impact of subsidiary equity transactions	(2,145)
Balance at September 30, 2015 (3)	$	9,200

Balance at December 31, 2015	$	10,506
Redeemable noncontrolling interest portion of subsidiary net loss	(257		)
Accretion to estimated redemption value	4,360
Equity transfer among owners (2)	(5,247		)
Balance at September 30, 2016 (3)	$	9,362

____________________________

⁽¹⁾ This amount primarily relates to accretion value adjustments of $0.7 million that partially offset cash payments made during the nine months ended September 30, 2015 of $4.0 million to acquire $1.9 million of redeemable noncontrolling interests associated with GovDelivery and $1.4 million of redeemable noncontrolling interests associated with VelocityEHS. These transactions increased Actua’s ownership in GovDelivery from 91% to 93% and its ownership in VelocityEHS from 96% to 98%.

⁽²⁾ This amount primarily relates to accretion value adjustments of $0.2 million that partially offset cash payments made during the nine months ended September 30, 2016 of $5.4 million to acquire $2.5 million of redeemable noncontrolling interests associated with GovDelivery, $2.4 million of redeemable noncontrolling interests associated with VelocityEHS and $0.5 million of redeemable noncontrolling interests associated with FolioDynamix. These transactions increased Actua’s ownership in GovDelivery from 92% to 94% and its ownership in VelocityEHS from 98% to 99%. Its ownership in FolioDynamix did not significantly change as a result of this repurchase.

⁽³⁾  As of September 30, 2015 and 2016, GovDelivery represented $2.4 million and $4.3 million, respectively, of Actua's redeemable noncontrolling interests balance. These amounts will be excluded from this balance in future periods due to, among other things, the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

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’s 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 increases 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. During the nine months ended September 30, 2016, the “Impact of subsidiary equity transactions” line item as shown on Actua’s Consolidated Statements of Changes in Equity was $4.3 million, which was comprised of (1) $5.4 million paid by Actua in order to repurchase shares in its consolidated businesses and (2) $(1.1) million relating to Actua’s share of its consolidated businesses' equity transactions.

Pro Forma Information (Unaudited)

The information in the following table represents the revenue, net loss attributable to Actua and the net loss per diluted share attributable to Actua for the relevant periods had it owned ErgoAdvocate, WellNet and E3 Solutions for the three-month and nine-month periods ended September 30, 2015. The effects of E3 Solutions on Actua's 2016 results were de minimis and therefore excluded from the table below.

(in thousands, except per share data)	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Revenue	$	25,174		$	73,638
Net loss attributable to Actua Corporation	$	(11,830	)	$	(37,734	)
Net loss per diluted share attributable to Actua Corporation	$	(0.32	)	$	(1.02	)

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Discontinued Operations

9 Months Ended

Sep. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On September 20, 2016, GovDelivery, which was included in our vertical cloud segment, executed a definitive merger agreement providing for a sale of the company to an affiliate of Vista Equity Partners for $153.0 million in cash, subject to certain adjustments for working capital, cash, debt and other items. Upon the consummation of the transaction, which occurred on October 18, 2016, Actua realized approximately $133.0 million in cash. Actua has received approximately $123.0 million of cash and approximately $10.0 million of Actua's proceeds are being held in escrow and are subject to potential indemnification claims.  Actua does not expect to owe any non-reimbursable income taxes in connection with the transaction. No gain or loss on the sale of GovDelivery has been recognized as of September 30, 2016.  Based on this and other relevant factors, the criteria for held-for-sale classification and discontinued operations presentation was met on September 30, 2016. For presentational purposes, all prior periods presented in this Report have been reclassified to match the current periods held for sale classification and discontinued operations presentation. 

The results of Actua's discontinued GovDelivery operations, which are presented on the line item “Loss from discontinued operations, net of tax”, on Actua’s Consolidated Statements of Operations are summarized below:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Major classes of line items constituting pretax loss of discontinued operations	2016			2015			2016			2015
Revenue	$	11,361		$	9,223		$	30,640		$	25,311
Cost of revenue	(4,554		)	(2,964		)	(11,576		)	(8,609		)
Selling, general, administrative and other operating expenses	(10,545		)	(8,532		)	(26,763		)	(23,669		)
Other non-major income and expense items	(104		)	(40		)	(273		)	(44		)
Total discontinued operations before income taxes	(3,842		)	(2,313		)	(7,972		)	(7,011		)
Income tax benefit (expense)	—			(18		)	(30		)	(21		)
Total discontinued operations, net of income taxes	(3,842		)	(2,331		)	(8,002		)	(7,032		)
Less: discontinued operations attributable to noncontrolling interests	(235		)	(181		)	(446		)	(493		)
Discontinued operations attributable to Actua Corporation	$	(3,607	)	$	(2,150	)	$	(7,556	)	$	(6,539	)

Assets and liabilities of discontinued operations, which are presented on the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” on Actua's Consolidated Balance Sheets consist of the following:

(in thousands)
Carrying amounts of major classes of assets included as part of discontinued operations	September 30, 2016		December 31, 2015
Cash and cash equivalents	$	187	$	3,856
Accounts receivables, net of allowance	12,963		3,735
Fixed assets, net of accumulated depreciation and amortization	4,363		4,502
Goodwill	5,575		5,575
Intangible assets, net	7,504		8,952
Other assets included in the disposal group	3,017		2,509
Total assets of discontinued operations	$	33,609	$	29,129
Carrying amounts of major classes of liabilities included as part of discontinued operations	September 30, 2016		December 31, 2015
Accounts payable	$	1,111	$	3,309
Accrued expenses	1,049		2,764
Accrued compensation and benefits	3,076		2,386
Deferred revenue	21,812		14,180
Other liabilities included in the disposal group	4,643		1,752
Total liabilities of discontinued operations	$	31,691	$	24,391

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Cost Method Businesses

9 Months Ended

Sep. 30, 2016

Investments, All Other Investments [Abstract]

Cost Method Businesses

Cost Method Businesses

Actua’s carrying value of its holdings in cost method businesses was $17.2 million as of September 30, 2016 and $18.1 million as of December 31, 2015, as reflected in the line item “Cost method businesses” in Actua’s Consolidated Balance Sheets as of the relevant dates.

During the three and nine months ended September 30, 2016, Actua increased its interest in Parchment Inc. (“Parchment”), a cost method business, by $0.2 million and $0.7 million, respectively.

During the three months ended September 30, 2016, Actua elected to sell a portion of its interest in InstaMed Holdings Inc. (“InstaMed”), a cost method business, pursuant to a tender offer. This sale resulted in a $1.6 million decrease in Actua's interest in InstaMed, as well as a gain of $2.8 million. See Note 11, “Other Income, Net” for additional information.

Impairments

Actua performs ongoing business reviews of its cost method businesses to determine whether Actua’s carrying value in those businesses is impaired. Actua determined its carrying value in its cost method businesses was not impaired during the nine months ended September 30, 2016 or the year ended December 31, 2015.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value, which are as follows:

• Level 1 – Observable inputs, such as quoted market prices for identical assets and liabilities in active public markets.

• Level 2 – Observable inputs other than Level 1 prices based on quoted prices in markets with insufficient volume or infrequent transactions, or valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

• Level 3 – Unobservable inputs to the valuation techniques that are significant to the fair value of the asset or liability.

Assets and liabilities are measured at fair value based on one or more of the following three valuation techniques:

• Market Approach – Fair value is determined based on prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.

• Income Approach – Fair value is determined by converting relevant future amounts to a single present amount based on market expectations (including present value techniques and option pricing models).

• Cost Approach – Fair value represents the amount that currently would be required to replace the service capacity of the relevant asset (often referred to as replacement cost).

The fair value hierarchy of Actua’s financial assets measured at fair value on a recurring basis were as follows:

(in thousands)				Valuation
				Technique
	Asset			(Approach)	Level 1		Level 2		Level 3
September 30, 2016
Cash equivalents (money market accounts)	$	33,977		Market	$	33,977	$	—	$	—
	$	33,977			$	33,977	$	—	$	—
				Valuation
				Technique
	Asset (liability)			(Approach)	Level 1		Level 2		Level 3
December 31, 2015
Cash equivalents (money market accounts)	$	65,010		Market	$	65,010	$	—	$	—
Acquisition contingent consideration obligations	(1,968		)	Income	—		—		(1,968		)
	$	63,042			$	65,010	$	—	$	(1,968	)

The carrying value of certain of Actua’s other financial instruments, including accounts receivable and accounts payable, approximates fair value due to the short-term nature of those instruments.

During the nine months ended September 30, 2016, cash equivalents related to GovDelivery were reclassified to the line item “Assets of discontinued operations” on Actua’s Consolidated Balance Sheets for all periods presented as a result of the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of cash equivalents related to GovDelivery as assets held for sale, Actua retrospectively decreased the value of cash equivalents as of December 31, 2015 by $0.1 million.

As of December 31, 2015, Actua accounted for a contingent earn-out payment related to VelocityEHS’ acquisition of Knowledge Management Innovations, LTD (“KMI”), which was a component of VelocityEHS’ purchase price for KMI (the “KMI Earnout”). A fair value of the KMI Earnout was determined on the date of acquisition using Monte Carlo simulation models that yielded a value of $1.2 million. During the three months ended September 30, 2016, the KMI Earnout was paid at its maximum value of $2.0 million. In prior periods, increases in value were reflected as charges in the “Impairment related and other” line item on Actua's Consolidated Statements of Operations. On Actua's Consolidated Statements of Cash Flows, the payment of the initial liability amount of $1.2 million is reflected as an outflow from financing activities, whereas the additional $0.8 million payment is reflected as an outflow from operating activities.

As discussed in Note 3, “Goodwill and Intangible Assets,” for the year ended December 31, 2015, a goodwill impairment charge was taken on the FolioDynamix reporting unit. For purposes of determining the goodwill impairment of the FolioDynamix reporting unit, Actua estimated the implied fair value of the goodwill using a variety of valuation methods, including the income and market approaches. The fair market value based on significant unobservable inputs within the Level 3 hierarchy was $126.5 million, in comparison to the net book value of $166.2 million, resulting in a total pre-tax (non-cash) impairment loss of $39.7 million. Actua’s estimate of fair value under the income approach included discounted cash flow estimates and a risk-adjusted discount rate of 23.4%.

Actua performs sensitivity analysis of the fair value calculation. In evaluating the reasonableness of its fair value estimates, Actua considers, among other factors, the relationship between its book value, the market price of its Common Stock and the fair value of its reporting units. As of September 30, 2016, the closing price of Actua's Common Stock ($12.95 per share) exceeded the book value of its assets ($8.03 per share). Multiples of revenue are commonly used in valuing businesses. In 2016, the market multiples of comparable companies in the cloud technology industry recovered from the decrease experienced last year. If the closing stock price or market multiples were to decline, it would likely indicate the occurrence of events or changes that would cause Actua to perform additional impairment analyses, which could result in further revisions to its fair value estimates. Actua will continue to monitor and evaluate this relationship. Additionally, should actual results differ materially from Actua's projections, additional impairment would likely result.

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Debt

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

On August 9, 2013, as part of a round of debt financing led by Actua,Bolt entered into certain loan agreements with one of its minority shareholders that exercised preemptive rights, Neurone II Investments G.P., Ltd. (“Neurone”). Those agreements provided for a term loan of $0.5 million, subject to an interest rate of 8.0% and maturity date of August 9, 2015. Since the loan matured on August 9, 2015, it has become payable on demand and interest continues to accrue at 8.0% interest. The principal amount on the loan, which is convertible into shares of preferred stock in Bolt, has a fair value of $0.5 million as of both September 30, 2016 and December 31, 2015. As of both September 30, 2016 and December 31, 2015, $0.5 million is outstanding under the term loan and is included in the line item “Short-term debt” in Actua’s Consolidated Financial Statements.

On January 1, 2015, as part of a round of debt financing led by Actua, Bolt entered into certain additional loan agreements with Neurone that provided for a term loan of $0.8 million, which is subject to an interest rate of 8.0% and a maturity date of May 1, 2016 and is now payable on demand. The loan, which is convertible into shares of Bolt’s preferred stock, has a fair value of $0.8 million as of September 30, 2016.  As of September 30, 2016, $0.8 million is outstanding under the term loan and is included in the line item “Short-term debt” in Actua’s Consolidated Balance Sheets.

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Treasury Stock

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Treasury Stock

Treasury Stock

Actua has been authorized pursuant to a share repurchase program to repurchase, from time to time, shares of Common Stock in open market transactions, including pursuant to trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act or in privately negotiated transactions. The program was adopted in 2008 and expanded in 2013 to allow for the repurchase of up to $150.0 million of shares of Actua's Common Stock. Subsequent to the quarter ended September 30, 2016, the program was further expanded to allow for an additional $39.8 million of repurchases, increasing the total repurchase amount to $189.8 million, of which $125.0 million is available as of the date of this Report. Actua did not repurchase any shares during the three months ended September 30, 2016. During the nine months ended September 30, 2016, Actua repurchased 1,010,000 shares of its Common Stock, paying $9.5 million for the shares at an average stock price of $9.41 per share. Actua did not repurchase any shares during the three months ended September 30, 2015. During the nine months ended September 30, 2015, Actua repurchased 96,277 shares of its Common Stock, paying $1.7 million for the shares at an average stock price of $17.66 per share. Since commencement of the program, Actua has deployed a total of $64.8 million to repurchase a total of 6,997,849 shares of Common Stock for an average purchase price of $9.26 per share. Repurchases are reflected in the line item “Treasury stock, at cost” as a reduction of stockholders’ equity in Actua’s Consolidated Balance Sheets in the relevant period.

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Equity-Based Compensation

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity-Based Compensation

Equity-Based Compensation

Equity-based compensation awards may be granted to Actua employees, directors and consultants and certain employees of its consolidated businesses under Actua’s 2005 Omnibus Equity Compensation Plan (as amended from time to time, the “Plan”). Generally, the awards vest over a period from one to four years or based on the achievement of performance-based or market-based conditions, and expire eight or ten years after the grant date. Most businesses in which Actua holds equity ownership interests also maintain their own equity incentive compensation plans. As of September 30, 2016, Actua had 1,859,249 shares of Common Stock reserved under the Plan for possible future issuance.

Actua may issue the following types of equity-based compensation to its employees and non-employee directors: (1) restricted stock and restricted stock units (which may be subject to performance-based or market-based conditions), (2) stock appreciation rights (“SARs”), (3) stock options and (4) deferred stock units (“DSUs”).

Actua’s grants of equity-based compensation are approved by its Board of Directors (“Board”) or the Compensation Committee of its Board. Equity-based compensation is included in operating expenses, primarily in the line item “General and administrative” in Actua’s Consolidated Statements of Operations.

The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations:

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Cost of revenue	$	21	$	48	$	75	$	104
Sales and marketing	73		99		233		232
General and administrative	2,827		6,159		10,804		19,722
Research and development	105		158		321		337
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Equity-based compensation by equity award type:

(in thousands, except weighted average years)	Three Months Ended September 30,				Nine Months Ended September 30,				Weighted Average Years Remaining of Equity-Based Compensation as of
	2016		2015		2016		2015		September 30, 2016
Restricted stock	$	2,422	$	5,530	$	9,439	$	18,352	1.38
SARs	10		61		118		340		3.48
DSUs	74		99		267		135		1.70
	2,506		5,690		9,824		18,827
Equity-based compensation for consolidated businesses	520		774		1,609		1,568		2.75
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Unrecognized equity-based compensation by equity award type:

(in thousands)	As of September 30,
	2016		2015
Restricted stock	$	12,790	$	27,217
SARs	127		185
DSUs	504		1,166
	13,421		28,568
Equity-based compensation for consolidated businesses	5,035		5,539
Total equity-based compensation	$	18,456	$	34,107

Restricted Stock

Actua periodically issues shares of restricted stock to its employees, employees of its consolidated businesses and its non-management directors. Recipients of restricted stock do not pay any cash consideration for the shares and have the right to vote all shares subject to the grant. Any cash dividends paid by Actua in respect of unvested restricted stock would be paid to the holders of outstanding restricted stock at the same time as cash dividends are paid to common stockholders. Any dividends paid by Actua in stock or other property in respect of unvested restricted stock would be paid to the holders of outstanding unvested restricted stock subject to the same terms and conditions related to vesting, forfeiture and non-transferability as the underlying stock.

Share activity with respect to restricted stock awards for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2014	3,755,275		$	15.94
Granted	441,256		$	16.21
Vested	(644,247	)	$	19.70
Forfeited	(43,660	)	$	17.85
Issued and unvested as of March 31, 2015	3,508,624		$	15.75
Granted	140,416		$	13.17
Vested	(63,017	)	$	10.80
Issued and unvested as of June 30, 2015	3,586,023		$	15.74
Vested	(28,461	)	$	14.27
Forfeited	(26,125	)	$	16.58
Issued and unvested as of September 30, 2015	3,531,437		$	15.74

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2015	3,480,828		$	16.51
Granted	434,283		$	8.44
Vested	(657,317	)	$	18.75
Forfeited	(588,819	)	$	10.69
Issued and unvested as of March 31, 2016	2,668,975		$	15.93
Granted	112,397		$	9.33
Vested	(81,391	)	$	13.33
Forfeited	(7,500	)	$	8.44
Issued and unvested as of June 30, 2016	2,692,481		$	15.73
Vested	(16,201	)	$	11.56
Issued and unvested as of September 30, 2016	2,676,280		$	15.76

The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and nine months ended September 30, 2016 and 2015 was as follows:

(in thousands)	2016		2015
Three Months Ended March 31,	$	5,243	$	10,839
Three Months Ended June 30,	776		875
Three Months Ended September 30,	168		399
Nine Months Ended September 30,	$	6,187	$	12,113

The following shares were surrendered by Actua's employees to satisfy their obligations for withholding taxes:

	2016	2015
Three Months Ended March 31,	191,898	207,649
Three Months Ended June 30,	736	26,032
Three Months Ended September 30,	2,727	3,330
Nine Months Ended September 30,	195,361	237,011

As of September 30, 2016, issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows:

Number of Shares Unvested	Vesting Conditions
1,355,700	Subject to certain market conditions, as discussed below
419,283	Subject to certain performance conditions, as discussed below
901,297	Subject to certain service conditions, as discussed below
2,676,280

Restricted Stock – Awards with Market Conditions

Actua has issued restricted stock awards with market-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon achievement of specified price targets of Actua’s Common Stock. The equity-based compensation expense for awards with market-based vesting conditions is recorded based on the fair value of the awards, which is determined using a Monte Carlo simulation model at the time the award is granted. For the majority of the market-based awards that are outstanding as of September 30, 2016, the derived service period over which the expense is to be recognized is also determined by the Monte Carlo simulation model. In the event that the market-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense is not reversed; if an employee terminates service with Actua prior to vesting of a market-based-vesting, any compensation expense associated with the unvested award is reversed.  

During 2011, a total of 366,666 shares of restricted stock with market-based conditions were granted to Actua’s Chief Executive Officer and its President. The market-based conditions were not achieved and the relevant shares of restricted stock lapsed unvested in the first quarter of 2016.

In February 2014, a total of 1,277,500 shares of restricted stock with market-based conditions were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses (the “2014 Management Market-Based Awards”). The vesting of those shares is contingent upon the 45-trading day volume-weighted average price per share (“VWAP”) of Actua’s Common Stock meeting or exceeding specified 45-trading day VWAP targets ($28.07, $30.16, $32.38 and $34.71) (the “2014 VWAP Targets”) on or before February 28, 2018, with 25% of the shares vesting upon achievement of each of the targets. In the event that any of the 2014 VWAP Targets are not achieved, the relevant shares of restricted stock will lapse unvested.

There are various other restricted stock awards that have been issued, the vesting of which are contingent upon the 45-trading day VWAP of Actua’s Common Stock meeting or exceeding the 2014 VWAP Targets on or before February 28, 2018, and such awards remain unvested as of September 30, 2016. These issuances total 90,800 shares awarded, of which 12,600 shares have been forfeited through the quarter ended September 30, 2016.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to awards with market conditions was less than $0.1 million and $0.8 million for the three and nine months ended September 30, 2016 and $2.4 million and $7.6 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of less than $0.1 million will be amortized in the remaining three months of 2016.

Restricted Stock – Awards with Performance Conditions

Actua also grants restricted stock awards with performance-based vesting conditions to its employees and certain employees of its consolidated businesses, the vesting of which is contingent upon the achievement of specified financial goals. The equity-based compensation expense for awards with performance-based vesting conditions is recorded based on the fair value of the awards, determined by the closing price of Actua’s Common Stock on the date of grant. Actua assesses the probability of the achievement of any performance conditions and adjusts the related equity compensation expense accordingly. In the event that the performance-based conditions are not achieved and the related restricted stock awards are forfeited, equity-based compensation expense related to those awards is reversed.

During January 2014, 244,506 shares of restricted stock were granted to two Actua employees; the vesting of the shares was based on GovDelivery’s achievement of certain performance metrics in 2014 and 2015, with a maximum vesting of 100,247 shares for 2015 and a maximum vesting of 144,259 shares for 2016.  To the extent the performance metrics were not met, the restricted shares lapsed unvested. Based on the achievement of GovDelivery’s 2014 performance metrics, 56,587 shares vested and 43,660 shares were forfeited during the first quarter of 2015. Based on the achievement of GovDelivery’s 2015 performance metrics, 81,322 shares vested and 62,937 shares were forfeited during the first quarter of 2016.

For the years ended December 31, 2014, 2015 and 2016, senior Actua employees, including Actua's executive officers, were issued a certain number of shares of restricted stock in lieu of the right to receive up to a certain percentage of their respective target bonuses (ranging from 100% to 150%) in cash. The number of shares of restricted stock issued to each senior Actua employee was determined by reference to the closing price of Actua's Common Stock on the date of issue and the dollar amount of the target bonus potentially payable in Actua Common Stock. The number of each employee's restricted shares that vested in 2015 or 2016 or, with respect to the Actua 2016 Performance Plan that will vest in 2017, is based on each employee's achievement percentage under the relevant performance plan. All expense related to the grant of restricted shares in connection with Actua's performance plans is recorded in the year of issuance, however, the vesting of such restricted shares occurs in the first quarter of the following year. The table below summarizes the grant and vesting of performance plan-related restricted stock grants for each of 2014, 2015 and 2016.

	Percentage of Target Bonus Potentially Payable in Restricted Stock		ACTA Stock Price at Issuance		Restricted Shares Granted	Performance Plan Achievement Percentage		Restricted Shares Vested	Restricted Shares Forfeited
Actua 2014 Performance Plan	100	%	$	20.33	158,942	100	%	158,942	—
Actua 2015 Performance Plan	150	%	$	16.76	316,715	83	%	175,249	141,466
Actua 2016 Performance Plan	100	%	$	8.44	419,283	*		*	*

*To be determined in the first quarter of 2017.

In February 2015, certain executives of Actua’s consolidated businesses were issued a total of 42,341 shares of restricted stock, the vesting of which was contingent upon the achievement of specified performance targets at those respective businesses.  Based on the achievement of the applicable performance targets, 28,341 of these shares vested in the first quarter of 2016, and 14,000 of these shares were forfeited.

In aggregate, and inclusive of any amounts noted in the paragraphs of this subsection, compensation expense related to performance-based awards was $0.2 million and $2.1 million for the three and nine months ended September 30, 2016 and $0.8 million and $3.6 million for the equivalent periods of 2015, respectively. Unamortized compensation expense of $0.9 million will be amortized in the three months remaining in 2016.

Restricted Stock – Awards with Service Conditions

Actua grants restricted stock awards to its employees, its directors and certain employees of its consolidated businesses that vest over a period of time of employee or director service. The equity-based compensation expense for those time-based awards is recorded based on the fair value of the awards, determined by the ending price of Actua’s Common Stock on the date of grant. In the event that an employee or board member terminates service with Actua (or its consolidated businesses) prior to the vesting of a time-based award, the related restricted stock awards are forfeited and equity-based compensation expense related to any forfeited award is reversed.  

In January 2014, 37,500 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Amended and Restated Non-Management Director Compensation Plan (the “Director Plan”); those shares vested in January 2015. See “Non-Management Director Equity-Based Compensation - The Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s non-management directors.

During February 2014, 1,377,500 shares of restricted stock were granted to certain of Actua’s employees, including Actua’s executive officers, and certain executives of Actua’s consolidated businesses. Those awards vest in equal increments each year for four years on the anniversary of the grant date.  Accordingly, 344,375 shares of restricted stock vested during each of February 2015 and 2016. The unamortized equity-based compensation expense as of September 30, 2016 related to those time-based awards was $9.9 million and will be recognized as follows: $1.7 million in the remaining three months of 2016, $7.0 million in 2017 and $1.2 million in 2018.

During January 2015, 18,200 shares of restricted stock were granted to Actua’s non-management directors in accordance with Actua’s Second Amended and Restated Non-Management Director Compensation Plan, as such has been and may be amended from time to time (the “Amended Director Plan”) that took effect January 1, 2015.  Those awards vested in July 2015.  See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s directors.  

During March 2015, 20,000 shares of Actua’s Common Stock were awarded to certain executives of Actua’s consolidated businesses; those shares were not subject to any vesting requirements.  Actua recorded $0.3 million of expense during the three months ended March 31, 2015 related to those awards; the expense is included in the line item “Restricted stock” in the equity-based compensation by equity award type table above.

During June 2015, 140,416 shares of restricted stock were granted to Actua's non-management directors in accordance with the Amended Director Plan. During the year ended December 31, 2015, 511 shares were vested and 514 shares were forfeited. To date, 86,891 shares vested in 2016; the remaining 52,500 shares vest in equal quarterly increments from December 2016 through June 2018. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s Board.

During June 2016, 72,397 shares of restricted stock with a grant date fair value of $9.02 were granted to Actua's non-management directors in accordance with the Amended Director Plan. These shares vest on the one-year anniversary of the grant date. See “Non-Management Director Equity-Based Compensation - The Amended Director Plan” in this Note 10 for additional details regarding equity-based compensation awarded to Actua’s Board.

There are various other restricted stock awards that were issued in previous years to Actua employees, which vest according to specified service criteria and remain unvested as of September 30, 2016. Those awards include 87,650 shares of restricted stock from multiple grants, which vest on various dates through 2020.

In aggregate, and inclusive of any amounts noted in the foregoing paragraphs of this subsection, compensation expense related to awards with service conditions was $2.2 million and $6.5 million for the three and nine months ended September 30, 2016 and was $2.4 million and $7.1 million for the corresponding periods of 2015, respectively. Unamortized compensation expense of $2.2 million will be amortized in the three months remaining in 2016.

SARs

Each SAR represents the right of the holder to receive, upon exercise of that SAR, shares of Actua Common Stock equal to the amount by which the fair market value of a share of that Common Stock on the date of exercise of the SAR exceeds the base price of the SAR. The base price is determined by the NASDAQ closing price of Actua’s Common Stock on the date of grant (or the closing price on the next trading day if there are no trades in Actua’s Common Stock on the date of grant). The fair value of each SAR is estimated on the grant date using the Black-Scholes option-pricing model. SARs generally vest over four years, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting ratably each month over the subsequent 36 months.

The activity with respect to SARs for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2014	548,482		$	10.62	$	5.79
Granted	1,500		$	16.69	$	8.99
Exercised (1)	(7,897	)	$	10.61	$	5.72
Outstanding as of March 31, 2015	542,085		$	10.64	$	5.80
Activity for the three months ended June 30, 2015	—		$	—	$	—
Outstanding as of June 30, 2015	542,085		$	10.64	$	5.80
Exercised (1)	(10,587	)	$	8.86	$	4.98
Forfeited	(1,407	)	$	9.25	$	4.90
Outstanding as of September 30, 2015	530,091		$	10.68	$	5.82
	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2015	479,656		$	10.64	$	5.80
Activity for the three months ended March 31, 2016	—		$	—	$	—
Outstanding as of March 31, 2016	479,656		$	10.64	$	5.80
Granted	25,000		$	9.04	$	4.80
Outstanding as of June 30, 2016	504,656		$	10.56	$	5.75
Exercised (1)	(16,062	)	$	8.14	$	4.66
Forfeited	(5,937	)	$	12.15	$	6.63
Outstanding as of September 30, 2016	482,657		$	10.62	$	5.78

⁽¹⁾  The exercise of SARs listed above resulted in the issuance of the following shares of Actua's Common Stock:

	2016	2015
Three Months Ended March 31,	—	1,869
Three Months Ended June 30,	—	—
Three Months Ended September 30,	3,213	2,405
Nine Months Ended September 30,	3,213	4,274

The following table summarizes information about SARs outstanding as of September 30, 2016:

Grant price	Number of SARs outstanding	Number of SARs exercisable	Weighted average remaining contractual life of SARs outstanding (in years)	Aggregate intrinsic value of SARs outstanding as of September 30, 2016 (in thousands)
$6.70 - $8.76	56,264	56,264	2.43	$	279
$9.04 - $9.84	165,033	140,033	6.32	$	616
$11.69 - $17.31	261,360	259,785	4.35	$	246
	482,657	456,082		$	1,141

As of September 30, 2016 and 2015, there were 456,082 and 492,473 SARs exercisable, respectively, at a weighted average base price of $10.69 per share and $10.74 per share, respectively, under the Plan. As of September 30, 2016, Actua expects an additional 26,575 SARs to vest in the future. The aggregate intrinsic value of the SARs outstanding as of September 30, 2016 and 2015 was $1.1 million and $1.9 million, respectively.

Stock Options

The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock options generally vest over four years as follows: 25% vest on the first anniversary of the grant date, and the remaining 75% vest ratably each month over the subsequent 36 months.  

There was no activity with respect to stock options during the nine months ended September 30, 2016 and 2015. There were 250 stock options outstanding as of both September 30, 2016 and December 31, 2015; the aggregate intrinsic value of the stock options outstanding as of both September 30, 2016 and December 31, 2015 was de minimis.

SARs and Stock Options Fair Value Assumptions

Actua estimates the grant date fair value of SARs and stock options using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. Those assumptions include estimating the expected life of the award and estimating the volatility of Actua’s stock price over the expected term. Expected volatility approximates the historical volatility of Actua’s Common Stock over the period, commensurate with the expected term of the award. Actua has sufficient historical data to calculate an expected term for SARs and stock options granted in the future. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for an instrument with a maturity that is commensurate with the expected term of the award. Changes in the above assumptions, the estimated forfeitures and/or the requisite service period can materially affect the amount of equity-based compensation recognized in Actua’s Consolidated Statements of Operations. The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the nine months ended September 30, 2016 and 2015.

	Nine Months Ended September 30,
	2016		2015
Expected volatility	56	%	56	%
Average expected life of SAR (in years)	6.13		6.13
Risk-free interest rate	1.28	%	1.51	%
Dividend yield	—		—

Non-Management Director Equity-Based Compensation

Actua has periodically issued DSUs and/or shares of restricted stock to its non-management directors in accordance with the Director Plan and the Amended Director Plan. Each DSU represents a share of Actua's Common Stock into which that DSU will be converted upon the termination of the recipient’s service at Actua.  

The following table summarizes the activity related to DSUs for the three-month and nine-month periods ended September 30, 2016 and 2015:

	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2014	22,500		$	17.63
Vested	(22,500	)	$	17.63
Issued and unvested as of March 31, 2015	—		$	—
Granted	90,000		$	13.17
Issued and unvested as of June 30, 2015	90,000		$	13.17
Activity for the three months ended September 30, 2015	—		$	—
Issued and unvested as of September 30, 2015	90,000		$	13.17
	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2015	90,000		$	13.17
Activity for the three months ended March 31, 2016	—		$	—
Issued and unvested as of March 31, 2016	90,000		$	13.17
Vested	(30,000	)	$	13.17
Forfeited	(15,000	)	$	13.17
Issued and unvested as of June 30, 2016	45,000		$	13.17
Vested	(5,625	)	$	13.17
Issued and unvested as of September 30, 2016	39,375		$	13.17

Non-Management Director Equity-Based Compensation – The Director Plan

The Director Plan was effective through December 31, 2014. Under the Director Plan, non-management directors were entitled to an annual grant for which each such director could elect to receive restricted stock or DSUs. All of those shares of restricted stock and DSUs vested during the year ended December 31, 2015.

In 2014, each non-management director was also entitled to receive quarterly cash payments for his service on the Board and its committees, as applicable, under the Director Plan. Each director had the option to elect to receive DSUs in lieu of all or a portion of those cash fees. Each participating director received DSUs representing shares of Actua’s Common Stock with a fair market value equal to the relevant cash fees (with such fair market value determined by reference to the closing price of Actua's Common Stock reported by NASDAQ on the date these cash fees otherwise would have been paid). DSUs received in lieu of cash fees were fully vested at the time they were granted and will be settled in shares of Actua’s Common Stock upon the termination of the recipient’s service at Actua. The expense for those DSUs was recorded when the fees to which the DSUs relate were earned and is included in the line item “General and administrative” in Actua’s Consolidated Statements of Operations for nine months ended September 30, 2015 (but is not reflected in the summarized Equity-Based Compensation table above). During the nine months ended September 30, 2015, non-management directors received DSUs representing 4,469 shares of Actua’s Common Stock in lieu of cash for services provided.

Non-Management Director Equity-Based Compensation – The Amended Director Plan

Pursuant to the Amended Director Plan, the compensation of Actua’s non-management directors was modified as follows for 2015:  (1) the form of director retainer fee payments changed from quarterly cash payments to annual director restricted stock grants (with restricted stock with a six-month vesting period being granted in January 2015 and, thereafter, annual grants being made in connection with Actua’s annual meetings of stockholders) and (2) the number and frequency of non-management director service grant DSUs/shares of director restricted stock changed from 7,500 annually to 22,500 triennially (with 7,500 DSUs/shares of director restricted stock vesting on the one-year anniversary of the grant date, and the remaining 15,000 DSUs/shares of director restricted stock vesting in equal quarterly installments over the following two years).  The annual grants of shares of director restricted stock that replaced the quarterly cash retainer fees (a) are made at the Board meeting immediately following the annual meeting of stockholders, (b) are equal in value to the total amount of annual retainer fees that were previously payable for the year (based on the NASDAQ closing price of Actua’s Common Stock on the grant date), (c) vest on the one-year anniversary of the grant date and (d) are no longer subject to a director option to receive DSUs in lieu of the shares.

During January 2015, 18,200 shares of restricted stock with a grant date fair value of $16.10 were granted to Actua’s non-management directors (as discussed previously in this Note 10), representing the director retainer fee for the first half of 2015; those awards vested in July 2015. During June 2015, 50,416 shares of restricted stock with a grant date fair value of $13.17 were granted to Actua’s non-management directors (as discussed previously in this Note 10), representing the director retainer fee for the period from the June 12, 2015 grant date through June 12, 2016; those awards vested in June 2016.

During June 2015, 90,000 shares of restricted stock and 90,000 DSUs (both with a grant date fair value of $13.17) were granted to Actua’s non-management directors, representing the directors’ triennial service awards. As detailed above, 37,500 shares of restricted stock and 35,625 DSUs vested during the nine months ended September 30, 2016, 15,000 DSUs were forfeited in connection with a director's retirement, and the remaining 52,500 shares of restricted stock and 39,375 DSUs are scheduled to vest in equal quarterly installments from December 2016 through June 2018.

Consolidated Businesses

All of Actua’s consolidated businesses issue equity-based compensation awards to their employees. Those awards are most often in the form of stock options for the respective businesses’ stock that vest over four years. The fair value of the stock option awards is estimated on the grant date using the Black-Scholes option pricing model. The majority of the stock options vest 25% on the first anniversary of the grant date, with the remaining 75% vesting ratably each month over the subsequent 36 months. The other awards generally vest ratably over four years, with 25% vesting on each anniversary date over that term.

Consolidated business	Description of equity-based compensation award
GovDelivery - NuCivic acquisition (1)	Grant of $3.1 million in GovDelivery restricted stock
GovDelivery - Textizen acquisition (1)	Grant of $0.9 million in GovDelivery restricted stock
FolioDynamix (2)	Grant of FolioDynamix stock options with total fair value of $5.1 million

______________________________

⁽¹⁾ In conjunction with the NuCivic and Textizen acquisitions, GovDelivery granted $3.1 million and $0.9 million, respectively, of GovDelivery restricted stock. In connection with the GovDelivery Merger Agreement, the vesting of these awards was accelerated, and all unamortized equity based compensation expense remaining was accelerated into the third quarter 2016. That expense is included in the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations. See Note 5, "Discontinued Operations" for more information.

⁽²⁾ In conjunction with Actua’s acquisition of FolioDynamix, FolioDynamix stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vested in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods.

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the nine-month periods ended September 30, 2016 and 2015. Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans.

	Nine Months Ended September 30, 2016	Nine Months Ended September 30, 2015
Expected volatility	30% - 50%	35% - 45%
Average expected life of stock options (in years)	4.00 - 6.25	5.84 - 6.25
Risk-free interest rate	1.42% - 1.49%	1.42% - 1.86%
Dividend yield	—	—

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Other Income, Net

9 Months Ended

Sep. 30, 2016

Other Income and Expenses [Abstract]

Other Income, Net

Other Income, Net

Other income, net, consists of the effect of transactions and other events relating to Actua’s ownership interests and its operations in general, and is comprised of the following:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Gain (loss) on sales/distributions of ownership interests (1)(2)	$	2,842		$	(1	)	$	2,888		$	1,388
Foreign currency (loss) gain (3)	(11		)	97			(162		)	149
Total other income, net	$	2,831		$	96		$	2,726		$	1,537

____________________________

⁽¹⁾  During the three months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $30 thousand and recognized a gain of $2.8 million on the sale of shares related to a cost method investment.

⁽²⁾  During the nine months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $60 thousand, recognized a gain of $2.8 million on the sale of shares related to a cost method investment, and received loan repayments from a previously-owned equity method investment in the amount of $16 thousand. During the nine months ended September 30, 2015, Actua received distributions from a previously-owned interest that resulted in proceeds of $1.0 million and received loan repayments from a previously-owned equity method investment in the amount of $0.4 million.

⁽³⁾  During the nine months ended September 30, 2016, other income related to GovDelivery was reclassified to the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations for all periods presented because of, among other things, the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of other income related to GovDelivery, which resulted in an increase to other income of $68 thousand and $186 thousand for the three and nine months ended September 30, 2016, respectively. Actua retrospectively increased the value of other income by $44 thousand and $49 thousand for three and nine months ended September 30, 2015, respectively.

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Actua Corporation, FolioDynamix, VelocityEHS, and (through October 18, 2016) GovDelivery file a consolidated federal income tax return. Bolt is not included in Actua’s consolidated federal income tax return. For the nine months ended September 30, 2016 and 2015, a tax provision was recognized for state and foreign income taxes; no tax benefit for the loss from continuing operations was recognized as Actua maintains a full valuation allowance against its federal net deferred tax assets that it believes, after evaluating all the positive and negative evidence, both historical and prospective, is more likely than not to not be realized.

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Net Loss per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss per Share

The calculations of net loss per share were as follows:

(in thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Basic and Diluted:
Net loss from continuing operations	$	(6,467	)	$	(11,732	)	$	(29,590	)	$	(37,390	)
Net loss from discontinued operations	(3,607		)	(2,150		)	(7,556		)	(6,539		)
Net loss attributable to Actua Corporation	$	(10,074	)	$	(13,882	)	$	(37,146	)	$	(43,929	)
Basic and Diluted:
Net loss from continuing operations per share	$	(0.17	)	$	(0.31	)	$	(0.80	)	$	(1.01	)
Net loss from discontinued operations per share	(0.10		)	(0.06		)	(0.21		)	(0.18		)
Net loss attributable to Actua Corporation per share	$	(0.27	)	$	(0.37	)	$	(1.01	)	$	(1.19	)
Shares used in computation of basis and diluted loss per share	36,776			37,146			36,943			37,038

The following potentially dilutive securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive:

	Units (in thousands)	Weighted Average Price per Share
Three Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Nine Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Three Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—
Nine Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—

___________________________

⁽¹⁾  Anti-dilutive securities include contingently issuable shares unvested as of September 30, 2016 and 2015, the vesting of which is based on service conditions, performance conditions and market conditions that have not yet been achieved. See Note 10, “Equity-Based Compensation.”

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Segment Information

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information

Segment Information

The results of operations of our businesses are reported in two segments; the “vertical cloud” reporting segment and the “vertical cloud (venture)” reporting segment.  The vertical cloud reporting segment reflects the aggregate financial results of Actua’s businesses (1) that share economic and other characteristics, (2) in which Actua’s management takes a very active role in providing strategic direction and operational support, and (3) towards which Actua devotes relatively large proportions of its personnel, financial capital and other resources.  As of the date of this Report, Actua owns majority controlling equity positions in (and therefore consolidates the financial results of) the three businesses in the vertical cloud segment: Bolt, FolioDynamix and VelocityEHS.  The vertical cloud (venture) reporting segment includes businesses with many characteristics similar to those of the businesses in the vertical cloud segment, but in which Actua takes a less active role in terms of strategic direction and operational support, and, accordingly, towards which Actua devotes relatively small amounts of personnel, financial capital and other resources.

During the three and nine months ended September 30, 2016, approximately $1.2 million and $3.2 million, respectively, of Actua's consolidated revenue relates to sales generated outside of the United States, primarily Europe and Canada. During the three and nine months ended September 30, 2015, approximately $0.8 million and $2.7 million, respectively, of Actua’s consolidated revenue relates to sales generated outside of the United States, primarily Europe and Canada. As of September 30, 2016 and December 31, 2015, Actua’s assets were located primarily in the United States.

During the nine months ended September 30, 2016, revenue related to GovDelivery was reclassified to the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations for all periods presented because of, among other things, the GovDelivery Merger Agreement as discussed in Note 1, "The Company" and Note 5, “Discontinued Operations.” Accordingly, Actua retrospectively decreased the value of revenue generated outside of the United States by $0.7 million and $2.2 million for the three and nine months ended September 30, 2016, respectively, and by $0.7 million and $2.0 million for the three and nine months ended September 30, 2015, respectively.

The following tables summarize selected information related to Actua’s segments. The amounts presented as "Dispositions" in the following tables reflect the effects of the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

(in thousands)									Reconciling Items
	Vertical Cloud			Vertical Cloud (Venture)		Total Segment			Dispositions (2)			Other (1)			Consolidated
Three Months Ended September 30, 2016
Revenue	$	27,937		$	—	$	27,937		$	—		$	—		$	27,937
Net loss attributable to Actua Corporation	$	(4,871	)	$	—	$	(4,871	)	$	(3,607	)	$	(1,596	)	$	(10,074	)
Three Months Ended September 30, 2015
Revenue	$	24,917		$	—	$	24,917		$	—		$	—		$	24,917
Net loss attributable to Actua Corporation	$	(4,192	)	$	—	$	(4,192	)	$	(2,150	)	$	(7,540	)	$	(13,882	)
Nine Months Ended September 30, 2016
Revenue	$	79,977		$	—	$	79,977		$	—		$	—		$	79,977
Net loss attributable to Actua Corporation	$	(16,896	)	$	—	$	(16,896	)	$	(7,556	)	$	(12,694	)	$	(37,146	)
Nine Months Ended September 30, 2015
Revenue	$	72,957		$	—	$	72,957		$	—		$	—		$	72,957
Net loss attributable to Actua Corporation	$	(14,769	)	$	—	$	(14,769	)	$	(6,539	)	$	(22,621	)	$	(43,929	)

________________

⁽¹⁾  The following table reflects the components of “Net loss attributable to Actua Corporation” included within the “Other” category:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Selected Data:	2016			2015			2016			2015
General and administrative	$	(5,249	)	$	(8,045	)	$	(18,074	)	$	(25,965	)
Impairment related and other	3			(89		)	(42		)	(290		)
Other income (loss), net (Note 11)	2,842			(1		)	2,888			1,388
Interest income	24			25			92			67
Net income attributable to the noncontrolling interest	784			570			2,442			2,179
Net loss	$	(1,596	)	$	(7,540	)	$	(12,694	)	$	(22,621	)

⁽²⁾  The amounts presented as "Dispositions" are related to GovDelivery, which entered into a definitive merger agreement to be acquired by an affiliate of Vista Equity Partners on September 20, 2016. All amounts related to GovDelivery have been removed from the results of our segments and are included in “Dispositions” in the segment information table above for all periods presented.  GovDelivery’s revenue for the three-month period ended September 30, 2016 and 2015 was $11.4 million and $9.2 million, respectively.  GovDelivery’s revenue for the nine-month period ended September 30, 2016 and 2015 was $30.6 million and $25.3 million, respectively.

	Vertical Cloud		Vertical Cloud (Venture)		Total Segment		Dispositions		Other		Consolidated Results
Assets as of:
September 30, 2016	$	341,293	$	17,249	$	358,542	$	33,609	$	28,631	$	420,782
December 31, 2015	$	347,436	$	18,146	$	365,582	$	29,129	$	55,433	$	450,144

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Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

During 2008 and 2009, two carried interest plans (one in each year) were established, for which a carried interest of 15.0% is allocable to Actua’s management participants in each plan. Carried interest will be paid in connection with a liquidity event or income receipt at any of the businesses in which the carried interest plans hold debt or equity interests (primarily Bolt), subject to an aggregate specified hurdle threshold and hold back and claw back criteria. Actua has allocated approximately $77 million as of September 30, 2016 with respect to the carried interest plans, and there were no cash deployments related to these plans in 2015 nor the three and nine months ended September 30, 2016. Actua’s ownership in Bolt acquired prior to 2015 is held in the 2009 carried interest plan, and the activity over the past few years relative to the 2009 carried interest plan primarily relates to cash deployment from Actua to achieve its objectives of increasing its ownership in, and supporting the cash needs of, Bolt. Beginning in 2015, any cash deployed to Bolt in the form of debt or equity financing has not been included in the carried interest plans. Other than the stake in Bolt held by the 2009 carried interest plan, the assets held by the carried interest plans are immaterial to Actua. As of September 30, 2016, Actua does not expect a liquidity event or income receipt at any of the relevant businesses that would trigger a payment under either of the carried interest plans to occur in the near future, and, accordingly, Actua has not recorded a liability with respect to these plans. Once a liquidity event or income receipt at any of the relevant businesses that would yield proceeds in excess of the calculated hurdle rate occurs, and a payment becomes probable and estimable, Actua would record the appropriate liability. Payments against that liability would occur thereafter, subject to relevant hold backs and claw backs. As of September 30, 2016, there were no distributions over the aggregate specified hurdle thresholds, and none are expected in the foreseeable future.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Principles of Accounting for Ownership Interests

Principles of Accounting for Ownership Interests

The various interests that Actua acquires 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

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 loss attributable to the noncontrolling interest” in Actua’s Consolidated Statements of Operations. Noncontrolling interest adjusts 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 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 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

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.

Cost Method

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 6, “Cost Method Businesses.” Actua’s share of the earnings and/or losses of cost method businesses is not included in Actua’s Consolidated Statement of Operations. However, impairment charges related to cost method businesses are recognized in Actua’s Consolidated Statements of Operations. 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

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 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 convertible debt, equity holdings, goodwill, and the useful lives of intangible assets could change in the near term and that the effect of such changes on Actua’s Consolidated Financial Statements could be material.

Cash and Cash Equivalents

Cash and Cash Equivalents

Actua considers all highly liquid instruments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

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, Intangible Assets, and Cost Method Businesses

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 7, “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 3, “Goodwill and Intangible Assets,” and Note 7, “Fair Value Measurements,” for further details, including sensitivity analysis of the fair value calculation related to Actua’s December 31, 2015 annual impairment evaluation.

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' 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

Financial Instruments

Cash and cash equivalents, accounts receivable 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

Deferred revenue consists primarily of payments received in advance of revenue being earned under the relevant customer agreements.

Contract Acquisition Costs

Contract Acquisition Costs

Commission expenses associated with the negotiation of a contract are charged to expense as incurred.

Revenue Recognition

Revenue Recognition

Actua recognizes 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.  The following paragraphs provide more specific details regarding the manner in which each of our businesses recognizes revenue.

Bolt

Bolt generates revenue from (1) SaaS software licenses, (2) maintenance and support services, (3) professional service fees, (4) insurance commissions, including contingency bonus revenues from insurance carriers, and (5) subscription fees.  

Bolt enters into certain multiple deliverable arrangements that relate primarily to its software licenses (which are delivered through a cloud-based model), professional services necessary for the functionality of the software, and maintenance and support services. Bolt evaluates each deliverable in a multiple deliverable arrangement 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 (determined by reference to whether Bolt routinely provides these elements independent of other products and/or services, or a third-party vendor could provide a similar service to the customer). Additionally, Bolt considers whether there is a customer-negotiated refund or return right for the delivered element. If these criteria are not met, the deliverable is combined with the undelivered elements and the allocation of the arrangement consideration and revenue recognition are determined for the combined elements and recognized over the applicable contract term.

For Bolt’s professional services or other deliverables that are determined to have standalone value, Bolt allocates the total revenue to be earned under the arrangement among the various elements based on a selling price hierarchy using the relative selling price method. The selling price for a deliverable is based on the best estimated selling price (“ESP”), as neither vendor specific objective evidence (“VSOE”) of fair value nor third-party evidence (“TPE”) of fair value is available. VSOE of fair value is based on the normal pricing and discounting practices for those products and services when sold separately. TPE of fair value is determined by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. ESP is established by considering factors such as margin objectives, market conditions and competition.  ESP represents the price at which the company would transact for the deliverable if it were sold by the company regularly on a standalone basis.  

Under Bolt’s cloud-based software licenses, certain professional services are essential for the functionality of the software, and the related maintenance and support services do not have standalone value to Bolt’s customers and are therefore combined, and revenue under these licenses is recognized ratably over the applicable contract term.  For certain professional service deliverables that have been determined to have standalone value, Bolt has historically concluded that neither VSOE nor TPE of fair value can be established and, accordingly, it has relied on ESP to allocate revenue to each element. Those fees are then recognized as the services are performed and/or the professional services are delivered. Finally, certain professional services are sold separately. Those fees are recognized as the professional services are delivered.

Bolt’s commissions on the premiums from sales of insurance policies are recognized when Bolt has sufficient information to determine (1) the amount that it is owed and (2) whether it is probable that the economic benefits associated with the transaction will flow to Bolt. Bolt recognizes subscription fee revenue over the subscription period, which is generally a one-month period.  

Bolt has typically represented a small amount of Actua’s historical deferred revenue balances.  Bolt’s contracts are generally billed in annual, quarterly or monthly installments.

FolioDynamix

FolioDynamix generates revenues primarily in the form of (1) recurring software license and subscription fees, (2) maintenance and support services, (3) professional services fees from customization and integration services related to its software, (4) professional services fees for customized investment program management and consulting and (5) investment advisory services.  The initial subscription arrangement term is typically between three and five years.

FolioDynamix’s platform revenue from term software license arrangements is recognized on a subscription basis over the customer contract license term of use.  Revenue from annual maintenance is deferred and recognized on a straight-line basis over the period that the service is provided.  Revenue related to platform implementation professional services is deferred and recognized on a straight-line basis over the contract term.  A small portion of revenue is derived from multiple element contracts for which FolioDynamix cannot separate the license element from the service elements; that revenue is deferred until all elements of the arrangement have been delivered. Revenue under arrangements with multiple elements is allocated under the residual method.  Under the residual method, revenue is allocated first to the undelivered elements based on their VSOE of fair value, and the residual amount is applied to the delivered elements.    

Certain revenues earned by FolioDynamix for advisory services require judgment to determine whether the revenue should be recorded on a gross basis (that is, with FolioDynamix as a principal) or net of related costs (that is, with FolioDynamix as an agent). In general, these revenues are recognized on a net basis if FolioDynamix does not have control over selecting vendors and pricing, and when FolioDynamix is acting as an agent of the supplier.  Revenues from professional services are deemed to not have standalone value and therefore are recognized ratably over the contract term.

FolioDynamix’s contracts are billed in annual, quarterly or monthly installments and are primarily non-cancellable.

VelocityEHS

VelocityEHS derives revenue from two sources: (1) SaaS subscription fees and (2) professional services fees. The vast majority of VelocityEHS’ revenue is derived from subscription fees from customers accessing VelocityEHS’ database and web-based tools; that revenue is recognized ratably over the applicable contract term, beginning with the subscription start date. VelocityEHS also generates professional service fees from (a) customer training, (b) authoring of safety data sheets for customers and (c) compiling of customers’ online libraries of safety data sheet documents and indexing those documents. Those professional services are generally determined to have standalone value, and the revenue derived from those fees are recognized on a proportional performance basis over the applicable project’s timeline.

VelocityEHS has typically represented the majority of Actua’s historical deferred revenue balances.  VelocityEHS’ contracts are generally billed annually and are non-cancellable.

At each of Actua’s businesses, fees associated with professional services for new customers that are not determined to have standalone value are deferred and recognized over the contract term.  Actua’s businesses recognize those fees, which primarily relate to implementation, over the initial terms of the contracts because, at the time contracts with new customers are consummated, there is no history with such customers, and it cannot be determined whether the relationship with such customers will extend beyond the terms of the initial contracts.

Equity-Based Compensation

Equity-Based Compensation

Actua recognizes equity-based compensation expenses 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.

Research and Development

Research and Development

Research and development costs are charged to expense as those costs are incurred.

Income Taxes

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.

Net Loss Per Share

Net Loss Per Share

Basic net 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 loss of such transactions.

Comprehensive Loss

Comprehensive Loss

Actua reports and displays comprehensive loss and its components in the Consolidated Statements of Operations and Comprehensive Loss. Comprehensive loss is the change in equity of a business enterprise during a period from non-owner sources. Actua’s sources of comprehensive loss are net loss and foreign currency translation adjustments. Reclassification adjustments result from the recognition of gains or losses in net loss that were included in comprehensive loss in prior periods.

Reclassifications

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.  

Discontinued Operations

Discontinued Operations

On September 20, 2016, GovDelivery entered into the GovDelivery Merger Agreement. Because of this and other factors, Actua has recast all financial information within this Report to conform to the current period presentation and to present GovDelivery as discontinued operations for all periods presented.

Escrow Information

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.

Concentration of Customer Base and Credit Risk

Concentration of Customer Base and Credit Risk

No single customer of Actua’s consolidated businesses represented more than 10% of Actua’s consolidated revenue for the three and nine months ended September 30, 2016 and 2015.

Commitments and Contingencies

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. 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

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, that provides a single, comprehensive revenue recognition model for all contracts with customers. Under the new guidance, 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 new guidance also includes enhanced disclosure requirements. This guidance, 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 correction. The effective dates for these ASUs are the same as the effective date for ASU 2014-09; Actua is in the process of evaluating the adoption alternatives and impact that the guidance will have on the Consolidated Financial Statements.

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 in GAAP 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 guidance is effective for Actua for the annual period beginning January 1, 2018. Actua is in the process of evaluating the impact of this new pronouncement.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, most leases will be recognized on Actua’s Consolidated Balance Sheets as liabilities with corresponding right-of-use assets. The new guidance 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 March 2016, the FASB issued ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which eliminated the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The amendments in this update are effective for Actua for fiscal years, and interim periods within those fiscal years, beginning January 1, 2017. As Actua does not currently have any equity method investments, the guidance is not expected to have any impact on the Consolidated Financial Statements on the adoption date.

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 on the statement of cash flows. Under the new guidance, 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 income statement, 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 guidance, 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 update are effective for Actua for annual periods beginning January 1, 2017 and interim periods within those annual periods. Actua is in the process of evaluating the impact of this new pronouncement.

Recently Adopted Accounting Guidance

In August 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, that provides guidance regarding a simplified presentation of debt issuance costs, requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. This guidance, which is applied retrospectively upon adoption, was effective for Actua beginning with the December 31, 2015 annual reporting period. The adoption of this guidance did not have a significant impact on Actua’s Consolidated Financial Statements.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The new guidance eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement period adjustments that occur in periods after a business combination is consummated. This guidance was effective for Actua beginning on January 1, 2016. The adoption of this guidance had no impact on Actua’s Consolidated Financial Statements during the current period.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The new guidance requires that deferred tax liabilities and assets be classified as non-current on the balance sheet and eliminates the requirement that an entity separate deferred income tax liabilities and assets into current and non-current amounts. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. Actua early adopted the new guidance, and, accordingly, the guidance was effective for Actua for the December 31, 2015 annual reporting period. The adoption of this guidance impacted the presentation of deferred income taxes on Actua’s Consolidated Balance Sheets to a non-current classification and was applied retrospectively to the prior periods presented.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance addresses multiple scenarios concerning how certain cash receipts and payments are presented and classified in the statement of cash flows under Accounting Standards Codification ("ASC") Topic 230, Statement of Cash Flows, and other ASC topics. Under the new guidance, classification of contingent consideration payments made after a business combination will depend on the timing of the payment, as well as the total amount paid, in comparison to the total liability recognized at the acquisition date. Although not effective until annual periods beginning after December 15, 2017, Actua has decided to adopt this guidance early; the adoption of this guidance had no impact on Actua’s Consolidated Financial Statements.

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Activity Related to Goodwill

The following table summarizes the activity related to Actua’s goodwill:

(in thousands)	Gross Carrying Amount		Accumulated Impairment Losses			Net Carrying Amount
Goodwill as of December 31, 2015	$	260,115	$	(39,656	)	$	220,459
Acquisitions(1)	2,235		—			2,235
Goodwill as of September 30, 2016	$	262,350	$	(39,656	)	$	222,694

Summary of Intangible Assets from Continuing Operations

The following table summarizes Actua’s intangible assets:

(in thousands)		As of September 30, 2016
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	63,307	$	(19,947	)	$	43,360
Trademarks/trade names	3-11 years	22,898		(9,240		)	13,658
Technology	5-10 years	25,083		(9,678		)	15,405
Non-compete agreements	2-5 years	3,605		(3,533		)	72
		114,893		(42,398		)	72,495
Other intellectual property (1)	Indefinite	700		—			700
		$	115,593	$	(42,398	)	$	73,195

(in thousands)		As of December 31, 2015
		Gross Carrying		Accumulated			Net Carrying
Intangible Assets	Useful Life	Amount		Amortization			Amount
Customer relationships	1-11 years	$	61,820	$	(14,377	)	$	47,443
Trademarks/trade names	3-11 years	22,898		(6,829		)	16,069
Technology	5-10 years	23,086		(6,945		)	16,141
Non-compete agreements	2-5 years	3,605		(3,515		)	90
		111,409		(31,666		)	79,743
Other intellectual property (1)	Indefinite	700		—			700
		$	112,109	$	(31,666	)	$	80,443

____________________

⁽¹⁾  Included in this line item is a domain name valued at $0.3 million that Actua currently believes has an indefinite life, and a domain name for which Actua estimated the residual value to approximate its carrying value of $0.4 million as of both September 30, 2016 and December 31, 2015.

Remaining Estimated Amortization Expense

The remaining estimated amortization expense for the respective years is set forth as follows:

(in thousands)
2016 (remaining three months)	$	(3,533	)
2017	(13,810		)
2018	(12,345		)
2019	(10,806		)
2020	(9,387		)
Thereafter	(22,614		)
Remaining amortization expense	$	(72,495	)

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Consolidated Businesses (Tables)

9 Months Ended

Sep. 30, 2016

Business Acquisition [Line Items]

Reconciliation of Activity Related to Redeemable Noncontrolling Interest

The following is a reconciliation of the activity related to Actua’s redeemable noncontrolling interest during the nine months ended September 30, 2016 and 2015:

(in thousands)
Balance at December 31, 2014	$	10,346
Redeemable noncontrolling interest portion of subsidiary net loss	(220)
Accretion to estimated redemption value	4,558
Equity transfer among owners(1)	(3,339)
Impact of subsidiary equity transactions	(2,145)
Balance at September 30, 2015 (3)	$	9,200

Balance at December 31, 2015	$	10,506
Redeemable noncontrolling interest portion of subsidiary net loss	(257		)
Accretion to estimated redemption value	4,360
Equity transfer among owners (2)	(5,247		)
Balance at September 30, 2016 (3)	$	9,362

____________________________

⁽¹⁾ This amount primarily relates to accretion value adjustments of $0.7 million that partially offset cash payments made during the nine months ended September 30, 2015 of $4.0 million to acquire $1.9 million of redeemable noncontrolling interests associated with GovDelivery and $1.4 million of redeemable noncontrolling interests associated with VelocityEHS. These transactions increased Actua’s ownership in GovDelivery from 91% to 93% and its ownership in VelocityEHS from 96% to 98%.

⁽²⁾ This amount primarily relates to accretion value adjustments of $0.2 million that partially offset cash payments made during the nine months ended September 30, 2016 of $5.4 million to acquire $2.5 million of redeemable noncontrolling interests associated with GovDelivery, $2.4 million of redeemable noncontrolling interests associated with VelocityEHS and $0.5 million of redeemable noncontrolling interests associated with FolioDynamix. These transactions increased Actua’s ownership in GovDelivery from 92% to 94% and its ownership in VelocityEHS from 98% to 99%. Its ownership in FolioDynamix did not significantly change as a result of this repurchase.

⁽³⁾  As of September 30, 2015 and 2016, GovDelivery represented $2.4 million and $4.3 million, respectively, of Actua's redeemable noncontrolling interests balance. These amounts will be excluded from this balance in future periods due to, among other things, the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

ErgoAdvocate, WellNet, and E3 Solutions

Business Acquisition [Line Items]

Allocations of Purchase Price to Identified Intangible Assets and Tangible Assets and Liabilities

The allocations of the respective ErgoAdvocate, WellNet and E3 Solutions purchase prices to identified intangible assets and tangible assets and liabilities were as follows:

(in thousands)	ErgoAdvocate		WellNet		E3 Solutions
Goodwill	$	155	$	—	$	2,080
Customer lists (5-8 year life)	26		2,897		—
Trademarks, trade names and domain names (8 year life)	—		—		—
Technology (5-9 year life)	1,069		—		920
Other net assets (liabilities)	—		—		—
Total net assets acquired	$	1,250	$	2,897	$	3,000

Pro Forma Information

The information in the following table represents the revenue, net loss attributable to Actua and the net loss per diluted share attributable to Actua for the relevant periods had it owned ErgoAdvocate, WellNet and E3 Solutions for the three-month and nine-month periods ended September 30, 2015. The effects of E3 Solutions on Actua's 2016 results were de minimis and therefore excluded from the table below.

(in thousands, except per share data)	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Revenue	$	25,174		$	73,638
Net loss attributable to Actua Corporation	$	(11,830	)	$	(37,734	)
Net loss per diluted share attributable to Actua Corporation	$	(0.32	)	$	(1.02	)

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

Assets and liabilities of discontinued operations, which are presented on the line items “Assets of discontinued operations” and “Liabilities of discontinued operations” on Actua's Consolidated Balance Sheets consist of the following:

(in thousands)
Carrying amounts of major classes of assets included as part of discontinued operations	September 30, 2016		December 31, 2015
Cash and cash equivalents	$	187	$	3,856
Accounts receivables, net of allowance	12,963		3,735
Fixed assets, net of accumulated depreciation and amortization	4,363		4,502
Goodwill	5,575		5,575
Intangible assets, net	7,504		8,952
Other assets included in the disposal group	3,017		2,509
Total assets of discontinued operations	$	33,609	$	29,129
Carrying amounts of major classes of liabilities included as part of discontinued operations	September 30, 2016		December 31, 2015
Accounts payable	$	1,111	$	3,309
Accrued expenses	1,049		2,764
Accrued compensation and benefits	3,076		2,386
Deferred revenue	21,812		14,180
Other liabilities included in the disposal group	4,643		1,752
Total liabilities of discontinued operations	$	31,691	$	24,391

The results of Actua's discontinued GovDelivery operations, which are presented on the line item “Loss from discontinued operations, net of tax”, on Actua’s Consolidated Statements of Operations are summarized below:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Major classes of line items constituting pretax loss of discontinued operations	2016			2015			2016			2015
Revenue	$	11,361		$	9,223		$	30,640		$	25,311
Cost of revenue	(4,554		)	(2,964		)	(11,576		)	(8,609		)
Selling, general, administrative and other operating expenses	(10,545		)	(8,532		)	(26,763		)	(23,669		)
Other non-major income and expense items	(104		)	(40		)	(273		)	(44		)
Total discontinued operations before income taxes	(3,842		)	(2,313		)	(7,972		)	(7,011		)
Income tax benefit (expense)	—			(18		)	(30		)	(21		)
Total discontinued operations, net of income taxes	(3,842		)	(2,331		)	(8,002		)	(7,032		)
Less: discontinued operations attributable to noncontrolling interests	(235		)	(181		)	(446		)	(493		)
Discontinued operations attributable to Actua Corporation	$	(3,607	)	$	(2,150	)	$	(7,556	)	$	(6,539	)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Hierarchy of Financial Assets Measured at Fair Value on Recurring Basis

The fair value hierarchy of Actua’s financial assets measured at fair value on a recurring basis were as follows:

(in thousands)				Valuation
				Technique
	Asset			(Approach)	Level 1		Level 2		Level 3
September 30, 2016
Cash equivalents (money market accounts)	$	33,977		Market	$	33,977	$	—	$	—
	$	33,977			$	33,977	$	—	$	—
				Valuation
				Technique
	Asset (liability)			(Approach)	Level 1		Level 2		Level 3
December 31, 2015
Cash equivalents (money market accounts)	$	65,010		Market	$	65,010	$	—	$	—
Acquisition contingent consideration obligations	(1,968		)	Income	—		—		(1,968		)
	$	63,042			$	65,010	$	—	$	(1,968	)

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Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Equity-Based Compensation

The following table summarizes the equity-based compensation recognized by expense line item on Actua’s Consolidated Statements of Operations:

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Cost of revenue	$	21	$	48	$	75	$	104
Sales and marketing	73		99		233		232
General and administrative	2,827		6,159		10,804		19,722
Research and development	105		158		321		337
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Equity-based compensation by equity award type:

(in thousands, except weighted average years)	Three Months Ended September 30,				Nine Months Ended September 30,				Weighted Average Years Remaining of Equity-Based Compensation as of
	2016		2015		2016		2015		September 30, 2016
Restricted stock	$	2,422	$	5,530	$	9,439	$	18,352	1.38
SARs	10		61		118		340		3.48
DSUs	74		99		267		135		1.70
	2,506		5,690		9,824		18,827
Equity-based compensation for consolidated businesses	520		774		1,609		1,568		2.75
Total equity-based compensation	$	3,026	$	6,464	$	11,433	$	20,395

Unrecognized equity-based compensation by equity award type:

(in thousands)	As of September 30,
	2016		2015
Restricted stock	$	12,790	$	27,217
SARs	127		185
DSUs	504		1,166
	13,421		28,568
Equity-based compensation for consolidated businesses	5,035		5,539
Total equity-based compensation	$	18,456	$	34,107

Changes in Restricted Stock

Share activity with respect to restricted stock awards for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2014	3,755,275		$	15.94
Granted	441,256		$	16.21
Vested	(644,247	)	$	19.70
Forfeited	(43,660	)	$	17.85
Issued and unvested as of March 31, 2015	3,508,624		$	15.75
Granted	140,416		$	13.17
Vested	(63,017	)	$	10.80
Issued and unvested as of June 30, 2015	3,586,023		$	15.74
Vested	(28,461	)	$	14.27
Forfeited	(26,125	)	$	16.58
Issued and unvested as of September 30, 2015	3,531,437		$	15.74

	Number of Shares		Weighted Average Grant Date Fair Value
Issued and unvested as of December 31, 2015	3,480,828		$	16.51
Granted	434,283		$	8.44
Vested	(657,317	)	$	18.75
Forfeited	(588,819	)	$	10.69
Issued and unvested as of March 31, 2016	2,668,975		$	15.93
Granted	112,397		$	9.33
Vested	(81,391	)	$	13.33
Forfeited	(7,500	)	$	8.44
Issued and unvested as of June 30, 2016	2,692,481		$	15.73
Vested	(16,201	)	$	11.56
Issued and unvested as of September 30, 2016	2,676,280		$	15.76

The total aggregate fair value of restricted stock awards that vested and were converted into Actua’s Common Stock during the three and nine months ended September 30, 2016 and 2015 was as follows:

(in thousands)	2016		2015
Three Months Ended March 31,	$	5,243	$	10,839
Three Months Ended June 30,	776		875
Three Months Ended September 30,	168		399
Nine Months Ended September 30,	$	6,187	$	12,113

The following shares were surrendered by Actua's employees to satisfy their obligations for withholding taxes:

	2016	2015
Three Months Ended March 31,	191,898	207,649
Three Months Ended June 30,	736	26,032
Three Months Ended September 30,	2,727	3,330
Nine Months Ended September 30,	195,361	237,011

The table below summarizes the grant and vesting of performance plan-related restricted stock grants for each of 2014, 2015 and 2016.

	Percentage of Target Bonus Potentially Payable in Restricted Stock		ACTA Stock Price at Issuance		Restricted Shares Granted	Performance Plan Achievement Percentage		Restricted Shares Vested	Restricted Shares Forfeited
Actua 2014 Performance Plan	100	%	$	20.33	158,942	100	%	158,942	—
Actua 2015 Performance Plan	150	%	$	16.76	316,715	83	%	175,249	141,466
Actua 2016 Performance Plan	100	%	$	8.44	419,283	*		*	*

*To be determined in the first quarter of 2017.

Issued and Unvested Shares Of Restricted Stock Granted

As of September 30, 2016, issued and unvested shares of restricted stock granted to Actua’s employees and directors vest as follows:

Number of Shares Unvested	Vesting Conditions
1,355,700	Subject to certain market conditions, as discussed below
419,283	Subject to certain performance conditions, as discussed below
901,297	Subject to certain service conditions, as discussed below
2,676,280

Changes in Stock Appreciation Rights

The activity with respect to SARs for the three and nine months ended September 30, 2016 and 2015 was as follows:

	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2014	548,482		$	10.62	$	5.79
Granted	1,500		$	16.69	$	8.99
Exercised (1)	(7,897	)	$	10.61	$	5.72
Outstanding as of March 31, 2015	542,085		$	10.64	$	5.80
Activity for the three months ended June 30, 2015	—		$	—	$	—
Outstanding as of June 30, 2015	542,085		$	10.64	$	5.80
Exercised (1)	(10,587	)	$	8.86	$	4.98
Forfeited	(1,407	)	$	9.25	$	4.90
Outstanding as of September 30, 2015	530,091		$	10.68	$	5.82
	Number of SARs		Weighted Average Base Price		Weighted Average Fair Value
Outstanding as of December 31, 2015	479,656		$	10.64	$	5.80
Activity for the three months ended March 31, 2016	—		$	—	$	—
Outstanding as of March 31, 2016	479,656		$	10.64	$	5.80
Granted	25,000		$	9.04	$	4.80
Outstanding as of June 30, 2016	504,656		$	10.56	$	5.75
Exercised (1)	(16,062	)	$	8.14	$	4.66
Forfeited	(5,937	)	$	12.15	$	6.63
Outstanding as of September 30, 2016	482,657		$	10.62	$	5.78

⁽¹⁾  The exercise of SARs listed above resulted in the issuance of the following shares of Actua's Common Stock:

	2016	2015
Three Months Ended March 31,	—	1,869
Three Months Ended June 30,	—	—
Three Months Ended September 30,	3,213	2,405
Nine Months Ended September 30,	3,213	4,274

The following table summarizes information about SARs outstanding as of September 30, 2016:

Grant price	Number of SARs outstanding	Number of SARs exercisable	Weighted average remaining contractual life of SARs outstanding (in years)	Aggregate intrinsic value of SARs outstanding as of September 30, 2016 (in thousands)
$6.70 - $8.76	56,264	56,264	2.43	$	279
$9.04 - $9.84	165,033	140,033	6.32	$	616
$11.69 - $17.31	261,360	259,785	4.35	$	246
	482,657	456,082		$	1,141

Assumptions Used to Determine Fair Value of Stock Options

The following assumptions were used to determine the fair value of SARs granted to employees by Actua during the nine months ended September 30, 2016 and 2015.

	Nine Months Ended September 30,
	2016		2015
Expected volatility	56	%	56	%
Average expected life of SAR (in years)	6.13		6.13
Risk-free interest rate	1.28	%	1.51	%
Dividend yield	—		—

The following assumptions were used to determine the fair value of stock options granted by Actua's consolidated businesses to their employees during the nine-month periods ended September 30, 2016 and 2015. Due to insufficient historical data, Actua's consolidated businesses used the simplified method to determine the expected life of all stock options granted under the respective equity incentive plans.

	Nine Months Ended September 30, 2016	Nine Months Ended September 30, 2015
Expected volatility	30% - 50%	35% - 45%
Average expected life of stock options (in years)	4.00 - 6.25	5.84 - 6.25
Risk-free interest rate	1.42% - 1.49%	1.42% - 1.86%
Dividend yield	—	—

Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity

The following table summarizes the activity related to DSUs for the three-month and nine-month periods ended September 30, 2016 and 2015:

	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2014	22,500		$	17.63
Vested	(22,500	)	$	17.63
Issued and unvested as of March 31, 2015	—		$	—
Granted	90,000		$	13.17
Issued and unvested as of June 30, 2015	90,000		$	13.17
Activity for the three months ended September 30, 2015	—		$	—
Issued and unvested as of September 30, 2015	90,000		$	13.17
	Number of shares		Weighted average grant date fair value
Issued and unvested as of December 31, 2015	90,000		$	13.17
Activity for the three months ended March 31, 2016	—		$	—
Issued and unvested as of March 31, 2016	90,000		$	13.17
Vested	(30,000	)	$	13.17
Forfeited	(15,000	)	$	13.17
Issued and unvested as of June 30, 2016	45,000		$	13.17
Vested	(5,625	)	$	13.17
Issued and unvested as of September 30, 2016	39,375		$	13.17

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Consolidated business	Description of equity-based compensation award
GovDelivery - NuCivic acquisition (1)	Grant of $3.1 million in GovDelivery restricted stock
GovDelivery - Textizen acquisition (1)	Grant of $0.9 million in GovDelivery restricted stock
FolioDynamix (2)	Grant of FolioDynamix stock options with total fair value of $5.1 million

______________________________

⁽¹⁾ In conjunction with the NuCivic and Textizen acquisitions, GovDelivery granted $3.1 million and $0.9 million, respectively, of GovDelivery restricted stock. In connection with the GovDelivery Merger Agreement, the vesting of these awards was accelerated, and all unamortized equity based compensation expense remaining was accelerated into the third quarter 2016. That expense is included in the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations. See Note 5, "Discontinued Operations" for more information.

⁽²⁾ In conjunction with Actua’s acquisition of FolioDynamix, FolioDynamix stock options with a total fair value of $5.1 million were granted to certain of FolioDynamix’s employees. The majority of those stock options vest as follows: 25% vested in November 2015, and the remaining 75% vest ratably each month through November 2018. The remaining stock options vest upon the achievement of certain performance or market conditions, as well as service conditions; to the extent that the performance or market conditions are not achieved, those stock options will lapse unvested. The expense associated with those awards is being recognized over the relative vesting periods.

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Other Income, Net (Tables)

9 Months Ended

Sep. 30, 2016

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

Other income, net, consists of the effect of transactions and other events relating to Actua’s ownership interests and its operations in general, and is comprised of the following:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Gain (loss) on sales/distributions of ownership interests (1)(2)	$	2,842		$	(1	)	$	2,888		$	1,388
Foreign currency (loss) gain (3)	(11		)	97			(162		)	149
Total other income, net	$	2,831		$	96		$	2,726		$	1,537

____________________________

⁽¹⁾  During the three months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $30 thousand and recognized a gain of $2.8 million on the sale of shares related to a cost method investment.

⁽²⁾  During the nine months ended September 30, 2016, Actua received distributions from a previously-owned interest that resulted in proceeds of $60 thousand, recognized a gain of $2.8 million on the sale of shares related to a cost method investment, and received loan repayments from a previously-owned equity method investment in the amount of $16 thousand. During the nine months ended September 30, 2015, Actua received distributions from a previously-owned interest that resulted in proceeds of $1.0 million and received loan repayments from a previously-owned equity method investment in the amount of $0.4 million.

⁽³⁾  During the nine months ended September 30, 2016, other income related to GovDelivery was reclassified to the line item “Loss from discontinued operations, net of tax” on Actua’s Consolidated Statements of Operations for all periods presented because of, among other things, the execution of the GovDelivery Merger Agreement on September 20, 2016. The impact of the sale of GovDelivery is discussed in Note 5, “Discontinued Operations.” Based on the reclassification of other income related to GovDelivery, which resulted in an increase to other income of $68 thousand and $186 thousand for the three and nine months ended September 30, 2016, respectively. Actua retrospectively increased the value of other income by $44 thousand and $49 thousand for three and nine months ended September 30, 2015, respectively.

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Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Calculations of Net Loss Per Share

The calculations of net loss per share were as follows:

(in thousands, except per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Basic and Diluted:
Net loss from continuing operations	$	(6,467	)	$	(11,732	)	$	(29,590	)	$	(37,390	)
Net loss from discontinued operations	(3,607		)	(2,150		)	(7,556		)	(6,539		)
Net loss attributable to Actua Corporation	$	(10,074	)	$	(13,882	)	$	(37,146	)	$	(43,929	)
Basic and Diluted:
Net loss from continuing operations per share	$	(0.17	)	$	(0.31	)	$	(0.80	)	$	(1.01	)
Net loss from discontinued operations per share	(0.10		)	(0.06		)	(0.21		)	(0.18		)
Net loss attributable to Actua Corporation per share	$	(0.27	)	$	(0.37	)	$	(1.01	)	$	(1.19	)
Shares used in computation of basis and diluted loss per share	36,776			37,146			36,943			37,038

Potentially Dilutive Securities Not Included in Computation of Diluted Net Loss Per Share

The following potentially dilutive securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive:

	Units (in thousands)	Weighted Average Price per Share
Three Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Nine Months Ended September 30, 2016
SARs	483	$	10.62
Restricted stock (1)	2,676	$	—
DSUs	39	$	—
Three Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—
Nine Months Ended September 30, 2015
SARs	530	$	10.74
Restricted stock (1)	3,550	$	—
DSUs	90	$	—

___________________________

⁽¹⁾  Anti-dilutive securities include contingently issuable shares unvested as of September 30, 2016 and 2015, the vesting of which is based on service conditions, performance conditions and market conditions that have not yet been achieved. See Note 10, “Equity-Based Compensation.”

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Summary of Selected Information Related to Segments

The following tables summarize selected information related to Actua’s segments. The amounts presented as "Dispositions" in the following tables reflect the effects of the GovDelivery Merger Agreement; for more information, see Note 5, “Discontinued Operations."

(in thousands)									Reconciling Items
	Vertical Cloud			Vertical Cloud (Venture)		Total Segment			Dispositions (2)			Other (1)			Consolidated
Three Months Ended September 30, 2016
Revenue	$	27,937		$	—	$	27,937		$	—		$	—		$	27,937
Net loss attributable to Actua Corporation	$	(4,871	)	$	—	$	(4,871	)	$	(3,607	)	$	(1,596	)	$	(10,074	)
Three Months Ended September 30, 2015
Revenue	$	24,917		$	—	$	24,917		$	—		$	—		$	24,917
Net loss attributable to Actua Corporation	$	(4,192	)	$	—	$	(4,192	)	$	(2,150	)	$	(7,540	)	$	(13,882	)
Nine Months Ended September 30, 2016
Revenue	$	79,977		$	—	$	79,977		$	—		$	—		$	79,977
Net loss attributable to Actua Corporation	$	(16,896	)	$	—	$	(16,896	)	$	(7,556	)	$	(12,694	)	$	(37,146	)
Nine Months Ended September 30, 2015
Revenue	$	72,957		$	—	$	72,957		$	—		$	—		$	72,957
Net loss attributable to Actua Corporation	$	(14,769	)	$	—	$	(14,769	)	$	(6,539	)	$	(22,621	)	$	(43,929	)

________________

⁽¹⁾  The following table reflects the components of “Net loss attributable to Actua Corporation” included within the “Other” category:

(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
Selected Data:	2016			2015			2016			2015
General and administrative	$	(5,249	)	$	(8,045	)	$	(18,074	)	$	(25,965	)
Impairment related and other	3			(89		)	(42		)	(290		)
Other income (loss), net (Note 11)	2,842			(1		)	2,888			1,388
Interest income	24			25			92			67
Net income attributable to the noncontrolling interest	784			570			2,442			2,179
Net loss	$	(1,596	)	$	(7,540	)	$	(12,694	)	$	(22,621	)

⁽²⁾  The amounts presented as "Dispositions" are related to GovDelivery, which entered into a definitive merger agreement to be acquired by an affiliate of Vista Equity Partners on September 20, 2016. All amounts related to GovDelivery have been removed from the results of our segments and are included in “Dispositions” in the segment information table above for all periods presented.  GovDelivery’s revenue for the three-month period ended September 30, 2016 and 2015 was $11.4 million and $9.2 million, respectively.  GovDelivery’s revenue for the nine-month period ended September 30, 2016 and 2015 was $30.6 million and $25.3 million, respectively.

	Vertical Cloud		Vertical Cloud (Venture)		Total Segment		Dispositions		Other		Consolidated Results
Assets as of:
September 30, 2016	$	341,293	$	17,249	$	358,542	$	33,609	$	28,631	$	420,782
December 31, 2015	$	347,436	$	18,146	$	365,582	$	29,129	$	55,433	$	450,144

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The Company (Detail)	Sep. 30, 2016 business
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number businesses owned	4

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Significant Accounting Policies - Additional Information (Detail)		3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 18, 2016 USD ($)	Sep. 30, 2016 USD ($) customer	Sep. 30, 2015 USD ($) customer	Sep. 30, 2016 USD ($) revenue_source customer	Sep. 30, 2015 USD ($) customer	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Significant Accounting Policies [Line Items]
Restricted cash and cash equivalents		$ 300,000		$ 300,000		$ 400,000
Interest paid		0	$ 0	0	$ 0
Income taxes paid		0	0	0	0
Capital expenditures incurred but not yet paid		200,000	$ 0	900,000	$ 0
Redeemable noncontrolling interests (Note 4, Consolidated Businesses)		9,362,000		9,362,000		10,506,000
Additional paid-in capital		3,572,313,000		3,572,313,000		3,563,848,000
Noncontrolling interests		$ 12,415,000		$ 12,415,000		14,866,000
Actua's Customer Concentration Risk | Consolidated Revenue
Significant Accounting Policies [Line Items]
Number of customers represented for more than 10% of consolidated revenue | customer		0	0	0	0
GovDelivery | Disposed of by sale
Significant Accounting Policies [Line Items]
Proceeds from escrow releases		$ 4,000,000		$ 4,000,000
GovDelivery | Disposed of by sale | Subsequent Event
Significant Accounting Policies [Line Items]
Additional amount of proceeds to be held in escrow subject to indemnification claims	$ 10,000,000
Restatement Adjustment | Correction of Error, Recognition of Permanent Equity
Significant Accounting Policies [Line Items]
Redeemable noncontrolling interests (Note 4, Consolidated Businesses)							$ 4,100,000
Additional paid-in capital							(1,400,000)
Noncontrolling interests							$ (2,700,000)
Bolt
Significant Accounting Policies [Line Items]
Subscription period				1 month
FolioDynamix
Significant Accounting Policies [Line Items]
Impairment loss						$ 39,700,000
Initial subscription arrangement, minimum				3 years
Initial subscription arrangement, maximum				5 years
VelocityEHS
Significant Accounting Policies [Line Items]
Number of sources of revenues (revenue sources) | revenue_source				2

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Goodwill and Intangible Assets - Summary of Activity Related to Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill, Gross [Roll Forward]
Goodwill as of December 31, 2015, Gross Carrying Amount	$ 260,115
Acquisition, Gross Carrying Amount	2,235
Goodwill as of September 30, 2016, Gross Carrying Amount	262,350
Accumulated Impairment Losses [Roll Forward]
Goodwill as of December 31, 2015, Accumulated Impairment Losses	(39,656)
Goodwill as of September 30, 2016, Accumulated Impairment Losses	(39,656)
Goodwill [Roll Forward]
Goodwill as of December 31, 2015, Net Carrying Amount	220,459
Acquisition, Net Carrying Amount	2,235
Goodwill as of September 30, 2016, Net Carrying Amount	$ 222,694

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Goodwill [Line Items]
Amortization of intangible assets	$ 3,524	$ 3,266	$ 10,732	$ 10,146
FolioDynamix
Goodwill [Line Items]
Impairment loss					$ 39,700
GovDelivery | Discontinued operations, held-for-sale
Goodwill [Line Items]
Decrease to goodwill from discontinued operations					5,600
Decrease to intangible assets, net					$ 9,000
Decrease to amortization of intangible assets from discontinued operations	$ 500	$ 1,400	$ 500	$ 1,300

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Goodwill and Intangible Assets - Summary of Intangible Assets from Continuing Operations (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 114,893	$ 111,409
Accumulated Amortization	(42,398)	(31,666)
Net Carrying Amount	72,495	79,743
Estimated salvage value of the asset	400	400
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	115,593	112,109
Net Carrying Amount	73,195	80,443
Other intellectual property
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible assets (excluding goodwill)	700	700
Internet domain names
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible assets (excluding goodwill)	300	300
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	63,307	61,820
Accumulated Amortization	(19,947)	(14,377)
Net Carrying Amount	$ 43,360	$ 47,443
Customer relationships | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	1 year	1 year
Customer relationships | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	11 years	11 years
Trademarks/trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 22,898	$ 22,898
Accumulated Amortization	(9,240)	(6,829)
Net Carrying Amount	$ 13,658	$ 16,069
Trademarks/trade names | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Trademarks/trade names | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	11 years	11 years
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 25,083	$ 23,086
Accumulated Amortization	(9,678)	(6,945)
Net Carrying Amount	$ 15,405	$ 16,141
Technology | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Technology | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,605	$ 3,605
Accumulated Amortization	(3,533)	(3,515)
Net Carrying Amount	$ 72	$ 90
Non-compete agreements | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Non-compete agreements | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years

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Goodwill and Intangible Assets - Remaining Estimated Amortization Expense (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2016 (remaining three months)	$ (3,533)
2017	(13,810)
2018	(12,345)
2019	(10,806)
2020	(9,387)
Thereafter	(22,614)
Remaining amortization expense	$ (72,495)	$ (79,743)

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Consolidated Businesses - Additional Information (Detail) - USD ($)						3 Months Ended	9 Months Ended
	Oct. 31, 2016	Sep. 16, 2016	Jan. 22, 2016	Nov. 25, 2015	Nov. 03, 2014	Mar. 31, 2015	Sep. 30, 2016	Sep. 30, 2015
Business Acquisition [Line Items]
Impact of subsidiary equity transactions							$ 4,453,000	$ 268,000
Payments to acquired additional interest in subsidiaries							5,400,000	4,000,000
Actua's share of consolidated business equity transactions							(1,100,000)
Additional Paid-In Capital
Business Acquisition [Line Items]
Impact of subsidiary equity transactions							4,314,000	$ 1,430,000
FolioDynamix
Business Acquisition [Line Items]
Cash paid for acquisition					$ 201,700,000
Rolled stock options acquired					$ 4,100,000
FolioDynamix | Adjustment
Business Acquisition [Line Items]
Post-closing working capital adjustment						$ 700,000
WellNet | VelocityEHS
Business Acquisition [Line Items]
Cash paid for acquisition				$ 700,000			$ 2,200,000
Intangible assets recorded in acquisition				$ 2,900,000
ErgoAdvocate | VelocityEHS
Business Acquisition [Line Items]
Cash paid for acquisition			$ 1,000,000
Business acquisition, consideration transferred			1,250,000
Liabilities incurred to be paid in one year			$ 250,000
E3 Solutions | VelocityEHS
Business Acquisition [Line Items]
Cash paid for acquisition		$ 2,700,000
Business acquisition, consideration transferred		3,000,000
Liabilities incurred to be paid in equal halves on one year and 18 month anniversaries of the closing		$ 300,000
SAS | FolioDynamix | Subsequent Event
Business Acquisition [Line Items]
Business acquisition, consideration transferred	$ 2,900,000
Business Combination, Consideration Transferred, Liabilities Incurred, Payable Over 15 Month Period	1,000,000
Maximum consideration payable	$ 25,000,000.0

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Consolidated Businesses - Allocations of Purchase Price to Identified Intangible Assets and Tangible Assets and Liabilities (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Net assets acquired:
Goodwill	$ 222,694	$ 220,459
ErgoAdvocate
Net assets acquired:
Goodwill	155
Other net assets (liabilities)	0
Total net assets acquired	1,250
ErgoAdvocate | Customer lists
Net assets acquired:
Intangible assets	26
ErgoAdvocate | Trademarks, trade names, and domain names
Net assets acquired:
Intangible assets	0
ErgoAdvocate | Technology
Net assets acquired:
Intangible assets	1,069
WellNet
Net assets acquired:
Goodwill	0
Other net assets (liabilities)	0
Total net assets acquired	2,897
WellNet | Customer lists
Net assets acquired:
Intangible assets	2,897
WellNet | Trademarks, trade names, and domain names
Net assets acquired:
Intangible assets	0
WellNet | Technology
Net assets acquired:
Intangible assets	0
E3 Solutions
Net assets acquired:
Goodwill	2,080
Other net assets (liabilities)	0
Total net assets acquired	3,000
E3 Solutions | Customer lists
Net assets acquired:
Intangible assets	0
E3 Solutions | Trademarks, trade names, and domain names
Net assets acquired:
Intangible assets	0
E3 Solutions | Technology
Net assets acquired:
Intangible assets	$ 920
ErgoAdvocate, WellNet, and E3 Solutions | Trademarks, trade names, and domain names
Business Acquisition [Line Items]
Finite intangible assets, useful life	8 years
Minimum | Trademarks, trade names, and domain names
Business Acquisition [Line Items]
Finite intangible assets, useful life	3 years	3 years
Minimum | Technology
Business Acquisition [Line Items]
Finite intangible assets, useful life	5 years	5 years
Minimum | ErgoAdvocate, WellNet, and E3 Solutions | Customer lists
Business Acquisition [Line Items]
Finite intangible assets, useful life	5 years
Minimum | ErgoAdvocate, WellNet, and E3 Solutions | Technology
Business Acquisition [Line Items]
Finite intangible assets, useful life	5 years
Maximum | Trademarks, trade names, and domain names
Business Acquisition [Line Items]
Finite intangible assets, useful life	11 years	11 years
Maximum | Technology
Business Acquisition [Line Items]
Finite intangible assets, useful life	10 years	10 years
Maximum | ErgoAdvocate, WellNet, and E3 Solutions | Customer lists
Business Acquisition [Line Items]
Finite intangible assets, useful life	8 years
Maximum | ErgoAdvocate, WellNet, and E3 Solutions | Technology
Business Acquisition [Line Items]
Finite intangible assets, useful life	9 years

XML

Consolidated Businesses - Reconciliation of Activity Related to Redeemable Noncontrolling Interest (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Reconciliation activity related to the redeemable non controlling interest
Balance at Beginning	$ 10,506
Balance at End	9,362
Payments to acquired additional interest in subsidiaries	5,400	$ 4,000
Redeemable noncontrolling interest
Reconciliation activity related to the redeemable non controlling interest
Balance at Beginning	10,506	10,346
Redeemable noncontrolling interest portion of subsidiary net loss	(257)	(220)
Accretion to estimated redemption value	4,360	4,558
Equity transfer among owners	(5,247)	(3,339)
Impact of subsidiary equity transactions		(2,145)
Balance at End	9,362	9,200
GovDelivery
Reconciliation activity related to the redeemable non controlling interest
Accretion to value adjustment	200	700
Payments to acquired additional interest in subsidiaries	$ 2,500	$ 1,900
Ownership percentage by parent	94.00%	93.00%	92.00%	91.00%
Redeemable noncontrolling interest, carrying amount	$ 4,300	$ 2,400
VelocityEHS
Reconciliation activity related to the redeemable non controlling interest
Payments to acquired additional interest in subsidiaries	$ 2,400	$ 1,400
Ownership percentage by parent	99.00%	98.00%	98.00%	96.00%
FolioDynamix
Reconciliation activity related to the redeemable non controlling interest
Payments to acquired additional interest in subsidiaries	$ 500

XML

Consolidated Businesses - Pro Forma Information (Detail) - ErgoAdvocate, WellNet, and E3 Solutions - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Revenue	$ 25,174	$ 73,638
Net loss attributable to Actua Corporation	$ (11,830)	$ (37,734)
Net loss per diluted share attributable to Actua Corporation (in dollars per share)	$ (0.32)	$ (1.02)

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Discontinued Operations - Additional Information (Details) - GovDelivery - USD ($)		9 Months Ended
	Oct. 18, 2016	Sep. 30, 2016	Sep. 20, 2016
Discontinued operations, held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration			$ 153,000,000
Gain (loss) on disposal of discontinued operation		$ 0
Subsequent Event | Disposed of by sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of business, net of cash divested	$ 133,000,000
Proceeds from Divestiture of Businesses	123,000,000
Additional amount of proceeds to be held in escrow subject to indemnification claims	$ 10,000,000

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Discontinued Operations - Loss from Discontinued Operations, net of tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Major classes of line items constituting pretax loss of discontinued operations
Total discontinued operations, net of income taxes	$ (3,842)	$ (2,331)	$ (8,002)	$ (7,032)
Discontinued operations attributable to Actua Corporation	(3,607)	(2,150)	(7,556)	(6,539)
GovDelivery | Discontinued operations, held-for-sale
Major classes of line items constituting pretax loss of discontinued operations
Revenue	11,361	9,223	30,640	25,311
Cost of revenue	(4,554)	(2,964)	(11,576)	(8,609)
Selling, general, administrative and other operating expenses	(10,545)	(8,532)	(26,763)	(23,669)
Other non-major income and expense items	(104)	(40)	(273)	(44)
Total discontinued operations before income taxes	(3,842)	(2,313)	(7,972)	(7,011)
Income tax benefit (expense)	0	(18)	(30)	(21)
Total discontinued operations, net of income taxes	(3,842)	(2,331)	(8,002)	(7,032)
Less: discontinued operations attributable to noncontrolling interests	(235)	(181)	(446)	(493)
Discontinued operations attributable to Actua Corporation	$ (3,607)	$ (2,150)	$ (7,556)	$ (6,539)

XML

Discontinued Operations - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]
Cash and cash equivalents	$ 187	$ 3,856	$ 849	$ 2,982
Total assets of discontinued operations	33,609	29,129
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract]
Total liabilities of discontinued operations	31,691	24,391
GovDelivery | Discontinued operations, held-for-sale
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract]
Cash and cash equivalents	187	3,856
Accounts receivables, net of allowance	12,963	3,735
Fixed assets, net of accumulated depreciation and amortization	4,363	4,502
Goodwill	5,575	5,575
Intangible assets, net	7,504	8,952
Other assets included in the disposal group	3,017	2,509
Total assets of discontinued operations	33,609	29,129
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract]
Accounts payable	1,111	3,309
Accrued expenses	1,049	2,764
Accrued compensation and benefits	3,076	2,386
Deferred revenue	21,812	14,180
Other liabilities included in the disposal group	4,643	1,752
Total liabilities of discontinued operations	$ 31,691	$ 24,391

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Cost Method Businesses - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Schedule of Cost-method Investments [Line Items]
Carrying value of holdings in cost method companies	$ 17,200	$ 17,200		$ 18,100
Impact of subsidiary equity transactions		4,453	$ 268
Cost-method Investments, Realized Gains	2,800	2,800
Parchment
Schedule of Cost-method Investments [Line Items]
Impact of subsidiary equity transactions	200	700
InstaMed
Schedule of Cost-method Investments [Line Items]
Adjustment to cost method investment	$ (1,600)
Cost-method Investments, Realized Gains		$ 2,800

XML

Fair Value Measurements - Fair Value Hierarchy of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Acquisition contingent consideration obligations		$ (1,200)
Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents (money market accounts)	$ 33,977	65,010
Acquisition contingent consideration obligations		(1,968)
Fair value assets and liabilities measured on recurring basis, total	33,977	63,042
Recurring | Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents (money market accounts)	33,977	65,010
Acquisition contingent consideration obligations		0
Fair value assets and liabilities measured on recurring basis, total	33,977	65,010
Recurring | Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents (money market accounts)	0	0
Acquisition contingent consideration obligations		0
Fair value assets and liabilities measured on recurring basis, total	0	0
Recurring | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents (money market accounts)	0	0
Acquisition contingent consideration obligations		(1,968)
Fair value assets and liabilities measured on recurring basis, total	$ 0	$ (1,968)

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill	$ 222,694	$ 220,459
Book value of assets per share (in dollars per share)	$ 8.03
Common stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Share price of common stock (in dollars per share)	$ 12.95
KMI
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability paid at its maximum value	$ 2,000
Payments of contingent consideration reflected as an outflow from financing activities	1,200
Contingent consideration reflected as an outflow from operating activities	800
FolioDynamix
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill		166,200
Impairment loss		39,700
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability		1,200
Level 3 | KMI
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration liability	$ 1,200
Level 3 | Nonrecurring | FolioDynamix
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill (annual impairment assessment)		$ 126,500
Level 3 | Nonrecurring | FolioDynamix | Goodwill
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Discount rate		23.40%
GovDelivery | Disposed of by sale
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Decrease in cash and cash equivalents from discontinued operations		$ 100

XML

Debt - Additional Information (Detail)	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Jan. 01, 2015 USD ($)	Aug. 09, 2013 USD ($) minority_shareholder
Line Of Credit Facility [Line Items]
Short-term debt	$ 1,320,000	$ 1,320,000
Neurone
Line Of Credit Facility [Line Items]
Number of minority shareholders | minority_shareholder				1
Neurone | Term Loan Credit Facility
Line Of Credit Facility [Line Items]
Line of credit				$ 500,000.0
Loan interest rate				8.00%
Fair value of line of credit	500,000	500,000
Short-term debt	500,000	$ 500,000
Neurone | Additional Term Loan Credit Facility
Line Of Credit Facility [Line Items]
Line of credit			$ 800,000.0
Loan interest rate			8.00%
Fair value of line of credit	800,000
Short-term debt	$ 800,000

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Treasury Stock - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		105 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Nov. 07, 2016	Dec. 31, 2013
Equity, Class of Treasury Stock [Line Items]
Common stock amount authorized under repurchase program, value (up to)							$ 150,000,000.0
Remaining authorized repurchase amount	$ 125,000,000		$ 125,000,000		$ 125,000,000
Repurchase of common stock (in shares)	0	0	1,010,000	96,277	6,997,849
Payments for treasury stock			$ 9,533,000	$ 1,704,000	$ 64,800,000
Average stock price of shares repurchased (in dollars per share)			$ 9.41	$ 17.66	$ 9.26
Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Common stock amount authorized under repurchase program, value (up to)						$ 189,800,000.0
Addition to authorized amount						$ 39,800,000.0

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Equity-Based Compensation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2016 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized (in shares)	1,859,249
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	1 year
Expiration period	8 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years

XML

Equity-Based Compensation - Summary of Equity-Based Compensation (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	$ 3,026	$ 6,464	$ 11,433	$ 20,395
Unrecognized equity-based compensation	18,456	34,107	18,456	34,107
Parent Company
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	2,506	5,690	9,824	18,827
Unrecognized equity-based compensation	13,421	28,568	13,421	28,568
Subsidiaries
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	520	774	$ 1,609	1,568
Weighted Average Years Remaining of Equity-Based Compensation as of September 30, 2016			2 years 9 months
Unrecognized equity-based compensation	5,035	5,539	$ 5,035	5,539
DSUs | Parent Company
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	74	99	$ 267	135
Weighted Average Years Remaining of Equity-Based Compensation as of September 30, 2016			1 year 8 months 13 days
Unrecognized equity-based compensation	504	1,166	$ 504	1,166
Restricted stock | Parent Company
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	2,422	5,530	$ 9,439	18,352
Weighted Average Years Remaining of Equity-Based Compensation as of September 30, 2016			1 year 4 months 18 days
Unrecognized equity-based compensation	12,790	27,217	$ 12,790	27,217
SARs | Parent Company
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	10	61	$ 118	340
Weighted Average Years Remaining of Equity-Based Compensation as of September 30, 2016			3 years 5 months 23 days
Unrecognized equity-based compensation	127	185	$ 127	185
Cost of revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	21	48	75	104
Sales and marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	73	99	233	232
General and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	2,827	6,159	10,804	19,722
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation	$ 105	$ 158	$ 321	$ 337

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Equity-Based Compensation - Share Activity with Respect to Restricted Stock (Detail) - Restricted stock - $ / shares	3 Months Ended						9 Months Ended	12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of Shares, Issued and unvested as of beginning of period (in shares)	2,692,481	2,668,975	3,480,828	3,586,023	3,508,624	3,755,275	3,480,828	3,755,275
Number of Shares, Granted (in shares)		112,397	434,283		140,416	441,256
Number of Shares, Vested (in shares)	(16,201)	(81,391)	(657,317)	(28,461)	(63,017)	(644,247)
Number of Shares, Forfeited (in shares)		(7,500)	(588,819)	(26,125)		(43,660)
Number of Shares, Issued and unvested as of end of period (in shares)	2,676,280	2,692,481	2,668,975	3,531,437	3,586,023	3,508,624	2,676,280	3,480,828
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Issued and unvested as of beginning of period (in dollars per share)	$ 15.73	$ 15.93	$ 16.51	$ 15.74	$ 15.75	$ 15.94	$ 16.51	$ 15.94
Weighted Average Grant Date Fair Value, Granted (in dollars per share)		9.33	8.44		13.17	16.21
Weighted Average Grant Date Fair Value, Vested (in dollars per share)	11.56	13.33	18.75	14.27	10.80	19.70
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)		8.44	10.69	16.58		17.85
Weighted Average Grant Date Fair Value, Issued and unvested as of end of period (in dollars per share)	$ 15.76	$ 15.73	$ 15.93	$ 15.74	$ 15.74	$ 15.75	$ 15.76	$ 16.51

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Equity-Based Compensation - Total aggregate fair value of restricted stock and shares surrendered by Actua's employees (Detail) - Restricted stock - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock vested in period, fair value	$ 168	$ 776	$ 5,243	$ 399	$ 875	$ 10,839	$ 6,187	$ 12,113
Shares paid for tax withholding for share based payments (in shares)	2,727	736	191,898	3,330	26,032	207,649	195,361	237,011

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Equity-Based Compensation - Issued and Unvested Shares of Restricted Stock Granted (Detail) - Restricted Stock, Time Vested	Sep. 30, 2016 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares Unvested (in shares)	2,676,280
First Vesting
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares Unvested (in shares)	1,355,700
Second Vesting
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares Unvested (in shares)	419,283
Third Vesting
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares Unvested (in shares)	901,297

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Equity-Based Compensation - Restricted Stock Awards with Market Conditions Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended						9 Months Ended		12 Months Ended
	Feb. 28, 2014 trading_day $ / shares shares	Sep. 30, 2016 USD ($) shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Sep. 30, 2015 USD ($) shares	Jun. 30, 2015 shares	Mar. 31, 2015 shares	Sep. 30, 2016 USD ($) trading_day shares	Sep. 30, 2015 USD ($)	Dec. 31, 2011 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized equity-based compensation | $		$ 18,456			$ 34,107			$ 18,456	$ 34,107
Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)			112,397	434,283		140,416	441,256
Number of shares, forfeited (in shares)			7,500	588,819	26,125		43,660
2011 Executive Market-Based Awards | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)										366,666
2014 Management Market-Based Awards | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	1,277,500
Share-based payment award, threshold, number of trading days | trading_day	45
Vesting percentage	25.00%
2014 Management Market-Based Awards | Restricted stock | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volume weighted average price targets (in dollars per share) | $ / shares	$ 28.07
2014 Management Market-Based Awards | Restricted stock | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volume weighted average price targets (in dollars per share) | $ / shares	30.16
2014 Management Market-Based Awards | Restricted stock | Tranche Three
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volume weighted average price targets (in dollars per share) | $ / shares	32.38
2014 Management Market-Based Awards | Restricted stock | Tranche Four
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volume weighted average price targets (in dollars per share) | $ / shares	$ 34.71
2014 Employee Market-Based Awards | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)								90,800
Share-based payment award, threshold, number of trading days | trading_day								45
Number of shares, forfeited (in shares)		12,600
2014 Management and Employee Market Based Awards | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense | $		$ 100			$ 2,400			$ 800	$ 7,600
Unrecognized equity-based compensation | $		$ 100						$ 100

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Equity-Based Compensation - Restricted Stock Awards with Performance Conditions Additional Information (Detail) $ in Thousands	1 Months Ended		3 Months Ended						9 Months Ended
	Feb. 28, 2015 shares	Jan. 31, 2014 employee shares	Sep. 30, 2016 USD ($) shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Sep. 30, 2015 USD ($) shares	Jun. 30, 2015 shares	Mar. 31, 2015 shares	Sep. 30, 2016 USD ($) shares	Sep. 30, 2015 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized equity-based compensation | $			$ 18,456			$ 34,107			$ 18,456	$ 34,107
Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)				112,397	434,283		140,416	441,256
Number of shares, vested (in shares)			16,201	81,391	657,317	28,461	63,017	644,247
Number of shares, forfeited (in shares)				7,500	588,819	26,125		43,660
Performance metrics of GovDelivery | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)		244,506
Number of employees granted shares in period | employee		2
Number of shares, vested (in shares)					81,322			56,587
Number of shares, forfeited (in shares)					62,937			43,660
Performance metrics of GovDelivery | Restricted stock | Vesting in first quarter of 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)		100,247
Performance metrics of GovDelivery | Restricted stock | Vesting in first quarter of 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)		144,259
Performance based plan | Restricted stock | Executives
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	42,341
Number of shares, vested (in shares)					28,341
Number of shares, forfeited (in shares)					14,000
2016 Performance Plan | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)									419,283
Share based compensation expense | $			$ 200			$ 800			$ 2,100	$ 3,600
Unrecognized equity-based compensation | $			$ 900						$ 900

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Equity-Based Compensation - Restricted Stock Awards with Performance Conditions (Details) - Restricted stock - $ / shares	3 Months Ended						9 Months Ended	12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
ACTA Stock Price at Issuance (in dollars per share)	$ 11.56	$ 13.33	$ 18.75	$ 14.27	$ 10.80	$ 19.70
Restricted Shares Granted (in shares)		112,397	434,283		140,416	441,256
Restricted Shares Vested (in shares)	16,201	81,391	657,317	28,461	63,017	644,247
Restricted Shares Forfeited (in shares)		7,500	588,819	26,125		43,660
2014 Performance Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of Target Bonus Potentially Payable in Restricted Stock									100.00%
ACTA Stock Price at Issuance (in dollars per share)									$ 20.33
Restricted Shares Granted (in shares)									158,942
Performance Plan Achievement Percentage									100.00%
Restricted Shares Vested (in shares)									158,942
Restricted Shares Forfeited (in shares)									0
2015 Performance Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of Target Bonus Potentially Payable in Restricted Stock								150.00%
ACTA Stock Price at Issuance (in dollars per share)								$ 16.76
Restricted Shares Granted (in shares)								316,715
Performance Plan Achievement Percentage								83.00%
Restricted Shares Vested (in shares)								175,249
Restricted Shares Forfeited (in shares)								141,466
2016 Performance Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of Target Bonus Potentially Payable in Restricted Stock							100.00%
ACTA Stock Price at Issuance (in dollars per share)							$ 8.44
Restricted Shares Granted (in shares)							419,283

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Equity-Based Compensation - Restricted Stock Award with Service Conditions Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended								3 Months Ended						9 Months Ended		12 Months Ended
	Jun. 30, 2016	Feb. 29, 2016	Jun. 30, 2015	Mar. 31, 2015	Feb. 28, 2015	Jan. 31, 2015	Feb. 28, 2014	Jan. 31, 2014	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized equity-based compensation									$ 18,456			$ 34,107			$ 18,456	$ 34,107
Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)										112,397	434,283		140,416	441,256
Number of shares, vested (in shares)									16,201	81,391	657,317	28,461	63,017	644,247
Number of shares, forfeited (in shares)										7,500	588,819	26,125		43,660
Grant date fair value (in dollars per share)										$ 9.33	$ 8.44		$ 13.17	$ 16.21
Restricted stock | Vest on various anniversaries through 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)															87,650
Non-Management Director Compensation Plan (the Director Plan) | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period															6 months
Second Amended and Restated Non-Management Director Compensation Plan (the Amended Director Plan) | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense									$ 2,200			$ 2,400			$ 6,500	$ 7,100
Unrecognized equity-based compensation									2,200						2,200
Employees and Executive Officers | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)							1,377,500
Stock awards vesting period							4 years
Number of shares, vested (in shares)		344,375			344,375
Unrecognized equity-based compensation									$ 9,900						9,900
Equity based compensation expected to be recognized remainder of year															1,700
Equity based compensation expected to be recognized in 2017															7,000
Equity based compensation expected to be recognized in 2018															$ 1,200
Non-Management Board of Directors | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)						18,200
Non-Management Board of Directors | Non-Management Director Compensation Plan (the Director Plan) | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)								37,500
Non-Management Board of Directors | Second Amended and Restated Non-Management Director Compensation Plan (the Amended Director Plan) | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	72,397		140,416
Stock awards vesting period	1 year
Number of shares, vested (in shares)																	511
Number of shares, forfeited (in shares)																	514
Grant date fair value (in dollars per share)	$ 9.02
Non-Management Board of Directors | Second Amended and Restated Non-Management Director Compensation Plan (the Amended Director Plan) | Restricted stock | Vested in 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)															86,891
Non-Management Board of Directors | Second Amended and Restated Non-Management Director Compensation Plan (the Amended Director Plan) | Restricted stock | Vested in equal increments from December 2016 through June 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)															52,500
Executives | Common stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares awarded (in shares)				20,000
Share based compensation expense														$ 300

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Equity-Based Compensation - Activity with Respect to SARs (Detail) - SARs - $ / shares	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of Shares, Issued and unvested as of beginning of period (in shares)	504,656	479,656	479,656	542,085	542,085	548,482	479,656	548,482	548,482
Number of Shares, Granted (in shares)		25,000				1,500
Number of Shares, Exercised (in shares)	(16,062)			(10,587)		(7,897)
Number of Shares, Activity for the three months ended of period (in shares)			0		0
Number of Shares, Forfeited (in shares)	(5,937)			(1,407)
Number of Shares, Issued and unvested as of end of period (in shares)	482,657	504,656	479,656	530,091	542,085	542,085	482,657	530,091	479,656
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Base Price [Roll Forward]
Weighted Average Base Price, Outstanding as of beginning of period (in dollars per share)	$ 10.56	$ 10.64	$ 10.64	$ 10.64	$ 10.64	$ 10.62	$ 10.64	$ 10.62	$ 10.62
Weighted Average Base Price, Granted (in dollars per share)		9.04				16.69
Weighted Average Base Price, Exercised (in dollars per share)	8.14			8.86		10.61
Weighted Average Base Price, Activity for the three months ended of period (in dollars per share)			0.00		0.00
Weighted Average Base Price, Forfeited (in dollars per share)	12.15			9.25
Weighted Average Base Price, Outstanding as of end of period (in dollars per share)	10.62	10.56	10.64	10.68	10.64	10.64	10.62	10.68	10.64
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Fair Value, Outstanding as of beginning of period (in dollars per share)	5.75	5.80	5.80	5.80	5.80	5.79	5.80	5.79	5.79
Weighted Average Fair Value, Granted (in dollars per share)		4.80				8.99
Weighted Average Fair Value, Exercised (in dollars per share)	4.66			4.98		5.72
Weighted Average Fair Value, Activity for the three months ended of period (in dollars per share)			0.00		0.00
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)	6.63			4.90
Weighted Average Fair Value, Outstanding as of end of period (in dollars per share)	$ 5.78	$ 5.75	$ 5.80	$ 5.82	$ 5.80	$ 5.80	$ 5.78	$ 5.82	$ 5.80
Number of shares issued (in shares)	3,213	0	0	2,405	0	1,869	3,213	4,274
First anniversary of grant date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period							4 years
Vesting percentage							25.00%
Vested ratably each month over the subsequent 36 months
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period							36 months
Vesting percentage							75.00%

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Equity-Based Compensation - SARs Outstanding (Detail) - SARs - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of SARs outstanding (in shares)	482,657	504,656	479,656	479,656	530,091	542,085	542,085	548,482
Number of SARs exercisable (in shares)	456,082				492,473
Aggregate intrinsic value of SARs outstanding as of September 30, 2016	$ 1,141				$ 1,900
$6.70 - $8.76
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of SARs outstanding (in shares)	56,264
Number of SARs exercisable (in shares)	56,264
Weighted average remaining contractual life of SARs outstanding (in years)	2 years 5 months 5 days
Aggregate intrinsic value of SARs outstanding as of September 30, 2016	$ 279
Grant Price, lower range limit (in dollars per share)	$ 6.70
Grant Price, upper range limit (in dollars per share)	$ 8.76
$9.04 - $9.84
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of SARs outstanding (in shares)	165,033
Number of SARs exercisable (in shares)	140,033
Weighted average remaining contractual life of SARs outstanding (in years)	6 years 3 months 24 days
Aggregate intrinsic value of SARs outstanding as of September 30, 2016	$ 616
Grant Price, lower range limit (in dollars per share)	$ 9.04
Grant Price, upper range limit (in dollars per share)	$ 9.84
$11.69 - $17.31
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of SARs outstanding (in shares)	261,360
Number of SARs exercisable (in shares)	259,785
Weighted average remaining contractual life of SARs outstanding (in years)	4 years 4 months 7 days
Aggregate intrinsic value of SARs outstanding as of September 30, 2016	$ 246
Grant Price, lower range limit (in dollars per share)	$ 11.69
Grant Price, upper range limit (in dollars per share)	$ 17.31

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Equity-Based Compensation - SARs Additional Information (Detail) - SARs - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of SARs exercisable (in shares)	456,082	492,473
SARs exercisable weighted average price (in dollars per share)	$ 10.69	$ 10.74
Number of SARs expected to vest (in shares)	26,575
Aggregate intrinsic value of SARs outstanding	$ 1,141	$ 1,900

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Equity-Based Compensation - Stock Options Additional Information (Detail) - Stock Options - shares	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period	4 years
Stock options outstanding (in shares)	250	250
First anniversary of grant date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage	25.00%
Vested ratably each month over the subsequent 36 months
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period	36 months
Vesting percentage	75.00%

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Equity-Based Compensation - SARs and Stock Options Fair Value Assumptions (Detail) - SARs	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	56.00%	56.00%
Average expected life of SAR (in years)	6 years 1 month 17 days	6 years 1 month 17 days
Risk-free interest rate	1.28%	1.51%
Dividend yield	0.00%	0.00%

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Equity-Based Compensation - Non-Management Director Equity-Based Compensation (Detail) - Non-Management Directory Equity Based Compensation Plan - Deferred Stock Units - $ / shares	3 Months Ended						9 Months Ended	12 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of Shares, Issued and unvested as of beginning of period (in shares)	45,000	90,000	90,000	90,000	0	22,500	90,000	22,500
Number of Shares, Vested (in shares)	(5,625)	(30,000)				(22,500)
Number of Shares, Granted (in shares)					90,000
Number of Shares, Activity for the three months ended of period (in shares)			0	0
Number of Shares, Forfeited (in shares)		(15,000)
Number of Shares, Issued and unvested as of end of period (in shares)	39,375	45,000	90,000	90,000	90,000	0	39,375	90,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Issued and unvested as of beginning of period (in dollars per share)	$ 13.17	$ 13.17	$ 13.17	$ 13.17	$ 0.00	$ 17.63	$ 13.17	$ 17.63
Weighted Average Grant Date Fair Value, Vested (in dollars per share)	13.17	13.17				17.63
Weighted Average Grant Date Fair Value, Granted (in dollars per share)					13.17
Weighted Average Grant Date Fair Value, Activity for the three months ended of period (in dollars per share)			0.00	0.00
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)		13.17
Weighted Average Grant Date Fair Value, Issued and unvested as of end of period (in dollars per share)	$ 13.17	$ 13.17	$ 13.17	$ 13.17	$ 13.17	$ 0.00	$ 13.17	$ 13.17

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Equity-Based Compensation - The Director Plan Additional Information (Detail)	9 Months Ended
	Sep. 30, 2015 shares
Non-Management Director Compensation Plan (the Director Plan) | Deferred Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued for service during period (in shares)	4,469

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Equity-Based Compensation - The Amended Director Plan Additional Information (Detail) - $ / shares	1 Months Ended		3 Months Ended						9 Months Ended
	Jun. 30, 2015	Jan. 31, 2015	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2016
Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, vested (in shares)			16,201	81,391	657,317	28,461	63,017	644,247
Number of shares, granted (in shares)				112,397	434,283		140,416	441,256
Grant date fair value (in dollars per share)				$ 9.33	$ 8.44		$ 13.17	$ 16.21
Number of shares, forfeited (in shares)				7,500	588,819	26,125		43,660
Restricted stock | Non-Management Director Compensation Plan (the Director Plan)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period									6 months
Restricted stock | Non Management Directors Director Plan, Retainer Fee, First Half of 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)		18,200
Grant date fair value (in dollars per share)		$ 16.10
Restricted stock | Non Management Directors Director Plan, Retainer Fee, June 12, 2015 through June 12, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	50,416
Grant date fair value (in dollars per share)	$ 13.17
Restricted stock | Non Management Directors Director Plan, Triennial Service Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	90,000
Grant date fair value (in dollars per share)	$ 13.17
Restricted stock | Non Management Directors Director Plan, Triennial Service Awards | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	37,500
Restricted stock | Non Management Directors Director Plan, Triennial Service Awards | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	52,500
Deferred Stock Units | Non-Management Director Compensation Plan (the Director Plan)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of non-option shares, granted (in shares)									22,500
Deferred Stock Units | Non-Management Director Compensation Plan (the Director Plan) | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period									1 year
Number of shares, vested (in shares)									7,500
Deferred Stock Units | Non-Management Director Compensation Plan (the Director Plan) | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period									2 years
Number of shares, vested (in shares)									15,000
Deferred Stock Units | Prior Director Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of non-option shares, granted (in shares)									7,500
Deferred Stock Units | Non Management Directors Director Plan, Triennial Service Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	90,000
Grant date fair value (in dollars per share)	$ 13.17
Deferred Stock Units | Non Management Directors Director Plan, Triennial Service Awards | Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)									35,625
Number of shares, forfeited (in shares)	15,000
Deferred Stock Units | Non Management Directors Director Plan, Triennial Service Awards | Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares, granted (in shares)	39,375

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Equity-Based Compensation - Consolidated Businesses (Detail) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Nov. 30, 2015	Sep. 30, 2016
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period		4 years
Stock Options | First anniversary of grant date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage		25.00%
Stock Options | Vested ratably each month over the subsequent 36 months
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period		36 months
Vesting percentage		75.00%
Stock Options | Vested on each Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage		25.00%
NuCivic | GovDelivery | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted in the period, fair value		$ 3.1
Textizen | GovDelivery
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock awards vesting period		4 years
Textizen | GovDelivery | Restricted stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted in the period, fair value		$ 0.9
FolioDynamix | Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted in the period, fair value		$ 5.1
FolioDynamix | Stock Options | Vested in November 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage	25.00%
FolioDynamix | Stock Options | Vested in equal increments from December 2016 through June 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage		75.00%

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Equity-Based Compensation - Assumptions Used to Determine Fair Value of Stock Options Granted (Detail) - Stock Options	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility rate, minimum	30.00%	35.00%
Expected volatility rate, maximum	50.00%	45.00%
Risk free interest rate, minimum	1.42%	1.42%
Risk free interest rate, maximum	1.49%	1.86%
Dividend yield	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Average expected life of stock options (in years)	4 years	5 years 10 months 2 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Average expected life of stock options (in years)	6 years 3 months	6 years 3 months

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Other Income, Net - Schedule of Other Income (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Other Income and Expenses [Abstract]
Gain (loss) on sales/distributions of ownership interests	$ 2,842	$ (1)	$ 2,888	$ 1,388
Foreign currency (loss) gain	(11)	97	(162)	149
Total other income, net	$ 2,831	$ 96	$ 2,726	$ 1,537

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Other Income, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Other Income and Expenses [Abstract]
Proceeds from sales / distributions of ownership interests	$ 30		$ 60	$ 1,000
Realized gain from cost-method investment	2,800		2,800
Loan repayment from equity method investment			16	400
Discontinued operations, held-for-sale | GovDelivery
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Increase (decrease) to other (loss) income	$ 68	$ 44	$ 186	$ 49

XML

Income Taxes - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income tax benefit from continuing operations	$ 0	$ 0

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Net Loss per Share - Calculations of Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Basic and Diluted:
Net loss from continuing operations	$ (6,467)	$ (11,732)	$ (29,590)	$ (37,390)
Net loss from discontinued operations	(3,607)	(2,150)	(7,556)	(6,539)
Net loss attributable to Actua Corporation	$ (10,074)	$ (13,882)	$ (37,146)	$ (43,929)
Basic and diluted loss per share attributable to Actua Corporation:
Net loss from continuing operations per share (in dollars per share)	$ (0.17)	$ (0.31)	$ (0.80)	$ (1.01)
Net loss from discontinued operations per share (in dollars per share)	(0.10)	(0.06)	(0.21)	(0.18)
Net loss (in dollars per share)	$ (0.27)	$ (0.37)	$ (1.01)	$ (1.19)
Shares used in computation of basic and diluted loss per share (in shares)	36,776	37,146	36,943	37,038

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Net Loss per Share - Potentially Dilutive Securities Not Included in Computation of Diluted Net Loss Per Share (Detail) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
DSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the computation of diluted net loss per share (in shares)	39	90	39	90
Weighted Average Price per Share, anti-dilutive securities excluded from computation of earnings per share (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
SARs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the computation of diluted net loss per share (in shares)	483	530	483	530
Weighted Average Price per Share, anti-dilutive securities excluded from computation of earnings per share (in dollars per share)	$ 10.62	$ 10.74	$ 10.62	$ 10.74
Restricted stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the computation of diluted net loss per share (in shares)	2,676	3,550	2,676	3,550
Weighted Average Price per Share, anti-dilutive securities excluded from computation of earnings per share (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00

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Segment Information - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) business	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) business segment	Sep. 30, 2015 USD ($)	Nov. 07, 2016 business
Segment Reporting Information [Line Items]
Number of reporting segments | segment			2
Number businesses owned | business	4		4
Revenue	$ 27,937	$ 24,917	$ 79,977	$ 72,957
Europe and Canada
Segment Reporting Information [Line Items]
Revenue	1,200	800	3,200	2,700
GovDelivery | Discontinued operations, held-for-sale | Non-US [Member]
Segment Reporting Information [Line Items]
Decrease to revenue from discontinued operations	$ 700	$ 700	$ 2,200	$ 2,000
Subsequent Event
Segment Reporting Information [Line Items]
Number businesses owned | business					3

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Segment Information - Summary of Selected Information Related to Segments (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenue	$ 27,937	$ 24,917	$ 79,977	$ 72,957
Net loss attributable to Actua Corporation	(10,074)	(13,882)	(37,146)	(43,929)
Segment Reporting Information, Profit (Loss) [Abstract]
General and administrative	(11,228)	(12,542)	(34,926)	(40,889)
Impairment related and other	(45)	(285)	(393)	(982)
Other income, net	2,831	96	2,726	1,537
Interest income	31	30	118	83
Net income attributable to the noncontrolling interest	(1,019)	(751)	(2,888)	(2,672)
Net loss attributable to Actua Corporation	(10,074)	(13,882)	(37,146)	(43,929)
Assets	420,782		420,782		$ 450,144
Operating Segments
Segment Reporting Information [Line Items]
Revenue	27,937	24,917	79,977	72,957
Net loss attributable to Actua Corporation	(4,871)	(4,192)	(16,896)	(14,769)
Segment Reporting Information, Profit (Loss) [Abstract]
Net loss attributable to Actua Corporation	(4,871)	(4,192)	(16,896)	(14,769)
Assets	358,542		358,542		365,582
Operating Segments | Vertical Cloud
Segment Reporting Information [Line Items]
Revenue	27,937	24,917	79,977	72,957
Net loss attributable to Actua Corporation	(4,871)	(4,192)	(16,896)	(14,769)
Segment Reporting Information, Profit (Loss) [Abstract]
Net loss attributable to Actua Corporation	(4,871)	(4,192)	(16,896)	(14,769)
Assets	341,293		341,293		347,436
Operating Segments | Vertical Cloud (Venture)
Segment Reporting Information [Line Items]
Revenue	0	0	0	0
Net loss attributable to Actua Corporation	0	0	0	0
Segment Reporting Information, Profit (Loss) [Abstract]
Net loss attributable to Actua Corporation	0	0	0	0
Assets	17,249		17,249		18,146
Dispositions
Segment Reporting Information [Line Items]
Net loss attributable to Actua Corporation	(3,607)	(2,150)	(7,556)	(6,539)
Segment Reporting Information, Profit (Loss) [Abstract]
Net loss attributable to Actua Corporation	(3,607)	(2,150)	(7,556)	(6,539)
Assets	33,609		33,609		29,129
Other
Segment Reporting Information [Line Items]
Revenue	0	0	0	0
Net loss attributable to Actua Corporation	(1,596)	(7,540)	(12,694)	(22,621)
Segment Reporting Information, Profit (Loss) [Abstract]
General and administrative	(5,249)	(8,045)	(18,074)	(25,965)
Impairment related and other	3	(89)	(42)	(290)
Other income, net	2,842	(1)	2,888	1,388
Interest income	24	25	92	67
Net income attributable to the noncontrolling interest	784	570	2,442	2,179
Net loss attributable to Actua Corporation	(1,596)	(7,540)	(12,694)	(22,621)
Assets	28,631		28,631		$ 55,433
GovDelivery
Segment Reporting Information [Line Items]
Revenue	$ 11,400	$ 9,200	$ 30,600	$ 25,300

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Contingencies - Additional Information (Detail)	12 Months Ended		24 Months Ended
	Dec. 31, 2009 interest_plan	Dec. 31, 2008 interest_plan	Dec. 31, 2009 interest_plan	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)
Loss Contingencies [Line Items]
Number of carried interest plans | interest_plan	1	1	2
Carried interest rate			15.00%
Plan investment deployed amount				$ 0	$ 0
Maximum
Loss Contingencies [Line Items]
Plan investment deployed amount				$ 77,000,000