Vistaprint 2012 Annual Report Download - page 73

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workforce of Webs. Goodwill is not expected to be deductible for tax purposes. The purchase price was allocated
as follows and is considered final as of June 30, 2012:
Weighted Average
Amount Useful Life (in years)
Total assets acquired (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,710 n/a
Total liabilities assumed (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,704) n/a
Identifiable intangible assets:
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 2
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 4
Customer network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,600 7
Patents (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,175 —
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,177 n/a
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 101,258
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(1) Includes cash and cash equivalents acquired of $1,412 and deferred tax assets of $4,271, primarily for net operating loss carryforwards as of
the acquisition date, which was offset with goodwill.
(2) Include deferred tax liabilities of $3,669 primarily composed of the difference between the book value and tax basis of intangible assets
acquired.
(3) These patents were classified as held-for-sale as of the acquisition date. The patents were sold during the year ended June 30, 2012 at the
value included in the purchase price allocation, net of costs to sell.
Pro Forma Financial Information
The acquired companies have been included in our condensed consolidated financial statements starting
on their respective acquisition dates. The following unaudited pro forma financial information presents our results as
if these acquisitions had occurred on July 1, 2010. The unaudited pro forma results are not necessarily indicative of
what actually would have occurred had the acquisition been in effect for the periods presented:
For the Year Ended
June 30, 2012 June 30, 2011
Pro forma revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,052,196 $ 867,998
Pro forma income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,126 $ 73,486
These amounts have been calculated after applying our accounting policies and adjusting the results of
Albumprinter and Webs assuming the fair value adjustments to intangible assets and deferred revenue had been
applied on July 1, 2010. These amounts also assume the Webs RSAs were granted on July 1, 2010.
Identifiable Intangible Assets
We used the income approach to value the trade names, customer relationships and customer network and
a replacement cost approach to value developed technology. The income approach calculates fair value by
discounting the after-tax cash flows back to a present value. The baseline data for this analysis was the cash flow
estimates used to price the transaction. Cash flows were forecasted for each intangible asset then discounted
based on an appropriate discount rate.
In estimating the useful life of the acquired assets, we reviewed the expected use of the assets acquired,
factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an
acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic
factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.
We amortize acquired intangible assets over their economic useful lives using either a method that is based on
estimated future cash flows or a straight-line basis over the periods benefited.
Form 10-K