Business Combinations

9 Months Ended

Jan. 31, 2014

Business Combinations

4. Business Combinations

On November 5, 2012, the Company acquired Longboard Media, Inc. (“Longboard Media”) for approximately $26.9 million in cash, 0.5 million shares of the Company’s common stock and future contingent consideration with an acquisition date fair value of $4.3 million. The contingent consideration was payable to Longboard Media’s achievement of certain performance goals for the period from January 1, 2013 to December 31, 2013. The estimated fair value of contingent consideration was determined using a weighted average probability of various outcomes of achieving the performance goals. Changes in the fair value of this contingent consideration were recorded in the statement of operations through December 31, 2013. At the date of acquisition, the Company estimated that an additional contingent consideration of approximately $2.0 million would be paid to certain identified key individuals conditional upon being employed with the Company through December 31, 2013.

As of April 30, 2013, the fair value of the contingent consideration included in the purchase consideration, which is recorded in accrued expenses and other current liabilities, was $3.3 million. On October 31, 2013, the Company determined that the probability of attaining the underlying performance goals had become remote; and, as a result, the fair value of the contingent consideration included in the purchase price and the resultant payout was estimated to be zero. On January 31, 2014, the Company concluded that the underlying performance goals were not met and the payout was zero. The decrease in fair value of $3.3 million was recorded as a benefit to general and administrative expense during the three months ended October 31, 2013 and is reflected in the nine months ended January 31, 2014.

At April 30, 2013, the additional contingent consideration payable to the identified key individuals conditional upon being employed with the Company, was estimated to be $1.5 million and was being recorded over the period for which services are provided. As of October 31, 2013, since the estimated payout was determined to be zero, this additional contingent consideration was also reduced to zero. On January 31, 2014, the Company concluded that the payout was zero. As a result, $1.0 million was recorded as a benefit to general and administration expense and sales and marketing expense for the nine months ended January 31, 2014.

Pro Forma Adjusted Summary

The results of operations of PowerReviews, Inc. (“PowerReviews”), which was acquired in June 2012, and Longboard Media have been included in the Company’s unaudited condensed consolidated financial statements subsequent to the acquisition date. The following unaudited pro forma adjusted summary for the three and nine months ended January 31, 2013 assumes that PowerReviews and Longboard Media had been acquired on May 1, 2011 (in thousands):

	Three months ended January 31,				Nine months ended January 31,
	2014		2013		2014		2013
Pro forma adjusted total revenue (1)	$	47,997	$	42,764	$	138,106	$	120,490

⁽¹⁾ The three and nine months ended January 31, 2014 reflect the actual results of operations for PowerReviews and Longboard Media.

Pro forma adjusted net loss and net loss per share have not been presented as the acquisitions of Longboard Media and PowerReviews would have not had a material impact on the historic results for three months and nine months ended January 31, 2013, if these entities had been acquired on May 1, 2011.