Vistaprint 2013 Annual Report Download - page 71

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value of the workforce of Albumprinter. Goodwill is not expected to be deductible for tax purposes, and has been
attributed to our Europe operating segment. The purchase price was allocated as follows:
Weighted Average
Amount Useful Life in Years
Total assets acquired (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,521 n/a
Total liabilities assumed (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41,596) n/a
Identifiable intangible assets:
Trade name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,919 7
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . 9,210 3
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . 22,672 7
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,391 n/a
Total purchase price (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 81,117
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(1) Includes cash and cash equivalents acquired of $43.
(2) Includes deferred tax liabilities of $7,423, primarily composed of the difference between the book value and tax basis of assets acquired.
(3) Includes an estimate of the fair value of contingent consideration of $583 and is reduced by post-closing purchase price adjustments of
$4,485.
Acquisition of Webs, Inc.
On December 28, 2011, we acquired 100% of the outstanding shares of Webs, Inc., a leading provider of
do-it-yourself websites, Facebook pages and mobile presence solutions for small businesses. At closing we paid
$101,258 in cash and issued 506,343 of our ordinary shares pursuant to RSAs that are contingent upon continued
employment of the founding shareholders. The purchase price was funded using cash on hand and borrowings
under our credit facility. In connection with the acquisition, we incurred transaction costs related to investment
banking, legal, financial, and other professional services of approximately $1,600 in the year ended June 30, 2012,
which have been recorded in general and administrative expenses.
Our consolidated financial statements include the accounts of Webs from December 28, 2011, the date of
acquisition. Webs’ revenue included in our consolidated revenues for the year ended June 30, 2012 is $4,736.
Webs’ net loss included in our consolidated net income for the year ended June 30, 2012 is $10,928.
Restricted Share Awards
The RSAs were granted to the founding shareholders of Webs and vested 50% on December 28, 2012 and
will vest 50% on December 28, 2013, subject to continued employment on each vesting date with possible
accelerated vesting or forfeiture under certain circumstances. The fair value of the RSAs of $15,843 was
determined based on our share price on the date of acquisition and is being recognized as share-based
compensation expense, net of estimated forfeitures, over the two year vesting period. The RSAs were not included
as part of the consideration transferred for purposes of the purchase price allocation.
Purchase Price Allocation
The excess of the purchase price paid over the fair value of Webs’ net assets is recorded as goodwill,
which is primarily attributable to revenue synergies expected from cross-selling opportunities and the value of the
workforce of Webs. Goodwill is not expected to be deductible for tax purposes, and has been attributed to our North
America operating segment. The purchase price was allocated as follows: