Acquisitions and Exit Activities

12 Months Ended

Dec. 31, 2014

Acquisitions and Exit Activities [Abstract]

Business Combination Disclosure [Text Block]

Acquisitions and Exit Activities

Acquisitions

On March 10, 2014, the Company acquired the assets of Gojee, Inc. ("Gojee"), a mobile development company, for a total purchase price of $0.5 million. The full purchase price was allocated to goodwill, all of which is expected to be deductible for tax purposes.

On March 26, 2014, the Company acquired the assets of Two Bright Lights, Inc. ("TBL"), a platform used by professional photographers to submit wedding photos, for a total purchase price of $5.3 million. TBL is expected to expand the Company's content to users and service offerings to vendors. A portion of the purchase price for the assets of TBL was allocated to the net tangible and intangible assets, in the amounts of $0.1 million and $1.7 million, respectively, based upon their fair values preliminarily assessed as of the acquisition date. The excess of the purchase price over these fair values was allocated to goodwill, all of which is expected to be deductible for tax purposes. The final allocation of the purchase price for the assets of TBL is as follows:

Assets and Liabilities Acquired	Amount
	(In Thousands)
Current assets	$	6
Other long term assets	7
Property and equipment	24
Software development	47
Trade name	36
Media content	325
Customer relationships	573
Goodwill	4,350
Deferred revenue and other liabilities	(68		)
Total purchase price	$	5,300

The results of operations for the acquired businesses have been included in the Company's consolidated statement of operations since the respective acquisition dates. Pro forma consolidated statements of operations have not been provided since the acquired assets would not have had a material impact had the acquisitions been made as of January 1, 2013.

Exit Activities

The Company's wedding merchandising operations include the fulfillment of customer orders from its warehouse facility in Redding, California. After reviewing the past and expected financial performance of the operations, in October 2014, the Company committed to a plan to cease operations at its warehouse in Redding, California. The process of the warehouse closure is expected to be completed by end of the first quarter of 2015. The Company intends to continue to serve the commerce needs of its users through a registry and partner-based model for providing users with desired products and services. The Company will recognize charges for separation, contract terminations, asset impairments and loss on sales of assets of approximately $1.0 million as a result of exiting its Redding warehouse operations. During the year ended December 31, 2014, the Company recognized $0.3 million of separation expense, of which $26,000 is recorded in product and content expenses, $60,000 is recorded in sales and marketing expenses and $179,000 is recorded in general and administrative expenses in the consolidated statement of operations . In addition, the Company recognized $0.3 million of asset impairments, which were recorded in asset impairment charges in the consolidated statement of operations for the year ended December 31, 2014. The Company has a liability of $0.3 million related to separation charges accrued as of December 31, 2014, which is recorded within accounts payable and accrued expenses on the consolidated balance sheet. The Company expects to incur additional charges related to exiting its Redding warehouse operations of $0.4 million in the first quarter of 2015.

From 2010 to 2014, the Company operated a wedding content and publishing business in China. During 2014, the Company determined an expansion of the content and publishing business into China was no longer in the best interest of the Company and its stockholders. In December of 2014, the Company completed the disposition of its China wedding content and publishing operations (Ijie) to PUM Development Co, Ltd. and Novel Horizon Ventures Limited. The disposition consisted of 95% of the issued share capital of TK Investment, which holds the Ijie operations, for consideration consisting primarily of the assumption of ongoing operating responsibility of the Ijie operations, plus a nominal cash payment of $1.00. The Company will retain 5% of the issued share capital of TK Investment. No asset value was recorded related to this investment. The Company recognized a loss related to the disposition of the Ijie operations in the aggregate amount of $1.8 million, which is included in interest and other income (expense), net in the consolidated statement of operations for the year ended December 31, 2014. The loss relates primarily to $1.1 million of carrying value of net assets in excess of the proceeds from the disposition, $0.4 million of disposal costs and $0.3 million associated with the realization of the cumulative translation adjustment. The tax impact from the disposition was approximately $1.4 million, for a total cost of approximately $3.2 million. Furthermore, the Company does not expect to recognize any material additional costs of exiting its Ijie operations.

On April 20, 2012, the Company contributed an additional $500,000 to acquire the remaining 25% ownership of an entity that the Company initially invested in August 2011. As a result of this transaction, the noncontrolling interest balance of $471,000, which included the net loss attributable to noncontrolling interest of $65,000 from the beginning of the year through April 20, 2012, was removed to account for the 100% ownership of this subsidiary.