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ACQUISITIONS:
12 Months Ended
Mar. 31, 2014
ACQUISITIONS:  
ACQUISITIONS:

3.             ACQUISITIONS:

 

On July 1, 2010, the Company completed the acquisition of a 70% interest in GoDigital Tecnologia E Participacoes, Ltda. (“GoDigital”), a Brazilian marketing services business.  The Company paid $10.9 million, net of cash acquired, and not including amounts, if any, to be paid under an earnout agreement in which the Company could have paid up to an additional $9.3 million based on the results of the acquired business over approximately the next two years.

 

The value of the earnout was originally estimated at $3.6 million.  During fiscal 2011, the Company estimated the value of the earnout to have decreased by $1.1 million and recorded the adjustment in gains, losses and other items, net on the consolidated statement of operations.  During fiscal 2012, the Company adjusted the value of the earnout to zero through gains, losses and other items, since there was no expectation of an earnout payment.  During the quarter ended September 30, 2012, a final determination was made that no liability for earnout payment existed under the acquisition agreement.

 

Also during the quarter ended December 31, 2011, triggering events occurred which required the Company to test the goodwill and other intangible assets of GoDigital for impairment (see note 6).  A total impairment charge of $17.8 million was recorded of which $13.8 million was related to goodwill and $4.0 million was related to other intangible assets.  Approximately 30% of this charge is attributable to the noncontrolling interest.

 

During the quarter ended December 31, 2013, the Company acquired the balance of the outstanding equity interests it did not already own in GoDigital for $0.6 million (see note 11).  As a result, the subsidiary is now wholly-owned and the Company reduced its $0.4 million carrying value of the noncontrolling interest to zero and adjusted its equity investment by $1.0 million in additional paid-in capital in the consolidated balance sheet.

 

The amounts allocated to other intangible assets from acquisitions include software, customer relationship intangibles and trademarks.  Amortization lives for those intangibles range from two years to five years.  The following table shows the amortization activity of purchased intangible assets (dollars in thousands):

 

 

 

2014

 

2013

 

2012

 

Developed technology assets, gross

 

$

3,485

 

$

18,014

 

$

18,417

 

Accumulated amortization

 

(3,297

)

(17,881

)

(17,557

)

Net developed technology assets

 

$

188

 

$

133

 

$

860

 

 

 

 

 

 

 

 

 

Customer/trademark assets, gross

 

$

7,674

 

$

18,823

 

$

24,946

 

Accumulated amortization

 

(7,393

)

(18,259

)

(23,421

)

Net customer/trademark assets

 

$

281

 

$

564

 

$

1,525

 

 

 

 

 

 

 

 

 

Total intangible assets, gross

 

$

11,159

 

$

36,837

 

$

43,363

 

Total accumulated amortization

 

(10,690

)

(36,140

)

(40,978

)

Net intangible assets

 

$

469

 

$

697

 

$

2,385

 

 

 

 

 

 

 

 

 

Amortization expense

 

$

340

 

$

1,671

 

$

5,512

 

 

In addition to the amortization expense noted above, the Company recorded impairment of intangible assets of $4.0 million in 2012 for intangible assets of GoDigital (see note 6). The remaining intangible assets in the table above will be substantially amortized over the next two years.

 

Subsequent Event

 

Subsequent to March 31, 2014, the Company announced a definitive agreement to acquire privately-held LiveRamp, Inc., a leading service provider for onboarding customer data into digital marketing applications, for approximately $310 million in cash.  The transaction, which is subject to customary closing conditions, is expected to close mid-summer 2014.