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Acquired Intangible Assets, net
12 Months Ended
Apr. 30, 2014
Acquired Intangible Assets, net

8. Acquired Intangible Assets, net

As a result of the settlement that the Company entered into with the DOJ that requires the Company to divest all of the net assets of the PowerReviews business (See Note 3), the Company evaluated the recoverability of its long-lived assets resulting from the acquisition of PowerReviews. The Company performed the first step of impairment test by comparing the undiscounted cash flows to be generated by the asset group allocated to PowerReviews (inclusive of the value of the customer relationships and developed technology) to the carrying value of the asset group as of April 30, 2014. Undiscounted cash flows included the cash flows resulting from the continued operation of the asset group plus estimated probability weighted proceeds from a potential divestiture. The undiscounted cash flows of the assets did not exceed the carrying value of the asset group as of April 30, 2014. As a result, the Company incurred a $2.5 million impairment loss; $2.4 million of the loss was allocated to customer relationships and $0.1 million of the loss was allocated to developed technology. Due to the classification of the PowerReviews business as discontinued operations, the $2.5 million impairment loss is included in the loss from discontinued operations, net of tax, in the consolidated statements of operations for fiscal year ended April 30, 2014.

On December 1, 2012, the Company closed an agreement to purchase customer contracts operated in Europe by Shopzilla, Inc. (“Shopzilla”) using PowerReviews technology under a license agreement between Shopzilla and PowerReviews. The Company determined that the transaction does not constitute a business combination. The entire purchase price of $4.7 million was allocated to a customer relationship intangible asset as the intent of the purchase was to gain access to Shopzilla’s contractual customer relationships. Cash remitted on the date of purchase was $4.2 million, and $0.5 million of the purchase price has been recorded as a holdback liability recorded in accrued expenses and other current liabilities as of April 30, 2013. The hold back liability was paid in the third quarter of fiscal 2014. In January 2014 and March 2013, the Company purchased additional customer contracts from Shopzilla for $30 thousand and $0.2 million, respectively. The useful life of the acquired contractual customer relationships was determined to be ten years. As these clients are supported by the PowerReviews enterprise and Express platform, they are a part of the PowerReviews business which is required to be divested (See Notes 3, 16 and 21). Accordingly, the underlying customer contracts have been included in the definitive agreement signed with Wavetable, LLC on June 4, 2014 (See Note 21). As a result, the customer relationship intangible asset has been included in discontinued operations as a component of “Asset held for sale” as of April 30, 2014 and April 30, 2013.

Acquired intangible assets, net, as of April 30, 2014 and April 30, 2013 for continuing operations are as follows (in thousands):

 

     April 30,  
     2014      2013  
     Gross Fair
Value
     Accumulated
Amortization
    Net Book
Value
     Gross Fair
Value
     Accumulated
Amortization
    Net Book
Value
 

Customer relationships

   $ 11,835       $ (1,684   $ 10,151       $ 11,300       $ (549   $ 10,751   

Developed technology

     3,265         (28     3,237         —           —          —     
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 15,100       $ (1,712   $ 13,388       $ 11,300       $ (549   $ 10,751   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Acquired intangible assets, net, as of April 30, 2014 and April 30, 2013 for discontinued operations are as follows (in thousands):

 

    April 30,  
    2014     2013  
    Gross Fair
Value
    Accumulated
Amortization
    Impairment     Net Book
Value
    Gross Fair
Value
    Accumulated
Amortization
    Net Book
Value
 

Customer relationships

  $ 39,966      $ (7,463   $ (2,354   $ 30,149      $ 39,938      $ (3,375   $ 36,563   

Developed technology

    5,400        (3,390     (146     1,864        5,400        (1,590     3,810   

Domain name (indefinite useful life)

    800        —          —          800        800        —          800   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 46,166      $ (10,853   $ (2,500   $ 32,813      $ 46,138      $ (4,965   $ 41,173   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The amortization of customer relationships is recorded as amortization expense and the amortization for developed technology is amortized to cost of revenue.

For the years ended April 30, 2014 and April 30, 2013, the Company incurred amortization expense on acquired intangible assets of $1.1 million and $0.5 million, respectively. The Company did not have any acquired intangible assets at April 30, 2012, nor did it incur any amortization expense for acquired intangible assets for the year ended April 30, 2012.

The following table presents our estimate of future amortization expense for definite-lived intangible assets (in thousands):

 

Year Ended April 30,

   Amount  

2015

     1,890   

2016

     1,890   

2017

     1,890   

2018

     1,890   

2019

     1,856   

Thereafter

     3,972