Classmates.com 2010 Annual Report Download - page 145

Table of Contents
UNITED ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. ACQUISITIONS (Continued)
United Online, Inc.'s common stock was valued at $10.29 for purposes of determining the total purchase price, based on the average of
United Online, Inc.'s closing stock price for the period from two days prior through two days after the announcement of the receipt of the
commitment from Silicon Valley Bank for the $60 million credit facility, and in connection with that commitment, United Online, Inc.'s election
to substitute additional cash in lieu of seller notes as merger consideration.
The purchase price for the acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their
estimated fair values at the Closing Date. The Company believes that the fair values assigned to the assets acquired and the liabilities assumed
were based on reasonable assumptions. The following table summarizes the fair values of the assets acquired and liabilities assumed (in
thousands):
The weighted-average amortizable life of the definite-
lived acquired intangible assets is 5.6 years. The goodwill is not deductible for federal
income tax purposes.
13. IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND LONG-LIVED ASSETS
During the latter half of the December 2008 quarter, there was deterioration in the general business environment, weakening consumer
spending, a significant decline in the market capitalization of the Company and its competitors, and a decline in the Company's business outlook
primarily due to adverse macroeconomic factors. In accordance with ASC 350, the Company performed an interim impairment assessment of the
fair values of the FTD and Interflora trademarks and trade names. As a
F-39
Description Fair Value
Amortizable Life
Net liabilities assumed:
Cash and cash equivalents
$
12,358
Accounts receivable
34,441
Other current assets
11,405
Property and equipment
25,284
Other assets
17,131
Accounts payable
(37,377
)
Accrued liabilities
(28,471
)
Deferred revenue
(2,706
)
Debt
(302,280
)
Deferred tax liabilities, net
(122,858
)
Other liabilities
(4,496
)
Total net liabilities assumed
(397,569
)
Intangible assets acquired:
Trademarks and trade names
229,800
Indefinite
Customer contracts
107,100
2
-
6 years
Technology
42,200
5 years
Total intangible assets acquired
379,100
Goodwill
463,264
Total purchase price
$
444,795