Vistaprint 2014 Annual Report Download - page 75

71
The excess of the purchase price paid over the fair value of Pixartprinting’s net assets was recorded as
goodwill, which is primarily attributable to expected synergies and the value of the workforce of Pixartprinting.
Goodwill is not expected to be deductible for tax purposes, and has been attributed to our Europe operating
segment. The fair value of the assets acquired and liabilities assumed was:
Weighted Average
Amount Useful Life in Years
Tangible assets acquired and liabilities assumed: . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,913 n/a
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,601 n/a
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,582 n/a
Accounts payable and other current liabilities . . . . . . . . . . . . . . . . . (17,681) n/a
Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,640) n/a
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,943) n/a
Identifiable intangible assets: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,375 6
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,372 10
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,943 3
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,728)
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,282 n/a
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 201,076
Pixartprinting Pro Forma Financial Information
Pixartprinting has been included in our consolidated financial statements starting on its acquisition date.
The following unaudited pro forma financial information presents our results as if the Pixartprinting acquisition had
occurred on July 1, 2012. These amounts have been calculated after applying our accounting policies and adjusting
the results of Pixartprinting for US GAAP and fair value adjustments. 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, 2014 June 30, 2013
Pro forma revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,383,921 $ 1,231,160
Pro forma income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,615 $ 45,715
Acquisition of Albumprinter Holding B.V.
On October 31, 2011, we acquired 100% of the outstanding shares of Albumprinter Holding B.V., a provider
of photo books and other photo products to consumers in Europe. At closing, we paid €60,000 ($85,019 based on
the exchange rate as of the date of acquisition) in cash for Albumprinter’s shares, which we funded using cash on
hand and borrowings under our credit facility, and we agreed to pay up to an additional €5,000 ($7,085 based on
the exchange rate as of the date of acquisition) in cash on or after December 31, 2012 based upon the acquired
business achieving revenue and earnings targets for calendar year 2012. The estimated fair value of the earn-out
payment of $583 was included as a component of the purchase price based on an evaluation of the likelihood of
achievement of the contractual conditions and weighted probability assumptions of these outcomes. The
contractual conditions of the earn-out payment were ultimately not achieved, so we did not pay any earn-out
amount. As such, the change in estimate was recorded as a benefit in our consolidated statement of operations
during the year ended June 30, 2013.
The excess of the purchase price paid over the fair value of Albumprinter’s net assets was recorded as
goodwill, which is primarily attributable to revenue synergies expected from cross-selling opportunities and the
value of the workforce of Albumprinter. Of the total purchase price, $47,391 was allocated to goodwill, $41,801 to
identifiable intangible assets and $8,075 to net assumed liabilities, inclusive of $7,423 of deferred tax liabilities.
Goodwill is not deductible for tax purposes, and has been attributed to our Europe operating segment.
Form 10-K