Discontinued Operations

3 Months Ended

Jul. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On June 4, 2014, the Company entered into a definitive agreement to divest the assets of PowerReviews, Inc. (“PowerReviews”), pursuant to a Joint Stipulation with the Department of Justice and Order to the U.S. District Court for the Northern District of California, San Francisco Division, for $30.0 million in cash, $4.5 million of which was held in escrow as a partial security for the Company’s indemnification obligations under the definitive agreement. As a result, PowerReviews revenues, related expenses and loss on disposal, net of tax, are components of “loss from discontinued operations, net of tax” in the condensed consolidated statements of operations. Any reduction in proceeds of the escrow related to the divestiture agreement would be recorded as an additional loss. The statement of cash flows is reported on a combined basis without separately presenting cash flows from discontinued operations for all periods presented.

Results from discontinued operations were as follows (in thousands):

	Three Months Ended July 31,
	2015		2014
Revenues from discontinued operations	$	—	$	2,535
Income from discontinued operations before income taxes	$	—	$	303
Income tax expense	—		23
Net income from discontinued operations	—		280
Loss on disposal of discontinued operations, net of tax	—		(1,537		)
Loss from discontinued operations, net of tax	$	—	$	(1,257	)

The Company recorded a loss on the disposal of discontinued operations of $1.5 million, net of tax, in the three months ended July 31, 2014 which was calculated as follows (in thousands):

Cash consideration	$	30,000
Less:
Basis in net assets as of July 2, 2014	39,972
Costs incurred directly attributable to the transaction	1,039
Loss before income taxes	(11,011		)
Income tax benefit	(282		)
Loss on disposal of discontinued operations, net of taxes	(10,729		)
Loss on disposal of discontinued operations, net of taxes, previously recognized	9,192
Loss on disposal of discontinued operations, net of tax, recognized in current  period	$	(1,537	)

As of July 31, 2015 there were no ‘assets held for sale’ as the divestiture of the PowerReviews business was completed on July 2, 2014. The $4.5 million held in escrow was released during the three months ended July 31, 2015, and the Company received no claims for indemnification under the definitive agreement.