Business Combinations

9 Months Ended

Mar. 31, 2021

Business Combinations

On October 1, 2020, we acquired 99designs, Inc. and its subsidiaries ("99designs"), a global creative platform for graphic design. We acquired all outstanding shares of the company for a purchase price of $90,000, subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid $45,000 in cash at closing and will pay the remaining purchase consideration, including the post-closing adjustment, on February 15, 2022. The acquisition is managed within our Vistaprint business and provides a global platform that connects designers and clients, making it easier for small businesses to access both professional design services and marketing products in one place.

The table below details the consideration transferred to acquire 99designs:


Cash consideration (paid at closing)	$	45,000
Fair value of deferred payment	43,381
Final post closing adjustment	310
Total purchase price	$	88,691

We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition. The goodwill balance has been attributed to the Vistaprint reportable segment and the portion of such goodwill balance that is deductible for tax purposes is $19,667. Additionally, we identified and valued 99designs intangible assets which include their trade name, designer network, and developed technology.

The fair value of the assets acquired and liabilities assumed was:

Amount

Weighted Average Useful Life in Years

Tangible assets acquired and liabilities assumed:

Cash and cash equivalents

8,603

n/a

Accounts receivable, net

494

n/a

Prepaid expenses and other current assets

1,167

n/a

Property, plant and equipment, net

n/a

Other assets

142

n/a

Accounts payable

(220)

n/a

Accrued expenses

(6,679)

n/a

Deferred revenue

(5,806)

n/a

Other liabilities (1)

(625)

n/a

Identifiable intangible assets:

Trade name

1,550

2 years

Developed technology

13,400

3 years

Designer network

5,800

7 years

Goodwill (1)

70,792

n/a

Total purchase price

88,691

n/a

_________________

(1) During the third quarter of fiscal 2021 we recorded a measurement period adjustment totaling $609 to other liabilities which was offset against goodwill.

99designs has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of 99designs included in our consolidated financial statements for the three and nine months ended March 31, 2021 are not material, and therefore no proforma financial information is presented. We used our credit facility to finance the acquisition. In connection with the acquisition, we incurred $1,183 in general and administrative expenses during the nine months ended March 31, 2021, primarily related to legal, financial, and other professional services.