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Business Combinations | 3 Months Ended
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Mar. 31, 2022
Business Combinations [Abstract] |
Business Combination Disclosure | Acquisition of Depositphotos Inc. On October 1, 2021, we acquired Depositphotos Inc. and its subsidiaries ("Depositphotos"), a global creative platform for digital design. We acquired all outstanding shares of the company for a purchase price of $84,900, which included a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid $76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount, is payable in two separate deferred payments. The first payment of $609 was made in January 2022 and the $8,172 remaining deferred amount is due in October 2022. Depositphotos is managed within our Vista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design, and the separately branded Depositphotos business, a platform for creators that includes images, videos and music that are developed by a large group of content contributors. We expect synergies to provide significant benefits to our Vista business as this represents another integral step toward providing a compelling, full-spectrum design offering to our customers, and also provides another vehicle for the acquisition of new customers, to whom we plan to cross-sell our other products and services. The table below details the consideration transferred to acquire Depositphotos:
Cash consideration (paid at closing) | $ | 76,119 |
Deferred payment | 8,781 |
Total purchase price | $ | 84,900 |
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 Vista reporting unit and none of the goodwill balance is deductible for tax purposes. Additionally, we identified and valued Depositphotos intangible assets, which include its trade name, customer relationships, owned content and developed technology. Our preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition is subject to change upon finalizing our valuation analysis, including certain valuation assumptions and tax matters. The final determination, which is expected to be finalized before the end of fiscal year 2022, may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates. 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 |  | $ | 7,173 |  |  | n/a
Accounts receivable, net |  | 329 |  |  | n/a
Prepaid expenses and other current assets |  | 448 |  |  | n/a
Property, plant and equipment, net |  | 611 |  |  | n/a
Operating lease assets, net |  | 383 |  |  | n/a
Other assets |  | 324 |  |  | n/a
Accounts payable |  | (843) |  |  | n/a
Accrued expenses |  | (5,009) |  |  | n/a
Deferred revenue |  | (10,999) |  |  | n/a
Operating lease liabilities, current |  | (152) |  |  | n/a
Deferred tax liabilities (1) |  | (4,402) |  |  | n/a
Operating lease liabilities, non-current |  | (231) |  |  | n/a
Identifiable intangible assets: |  |  |  |
Customer relationships |  | 11,600 |  |  | 4 years
Trade name |  | 2,500 |  |  | 10 years
Developed technology |  | 2,300 |  |  | 2 years
Owned content |  | 7,700 |  |  | 10 years
Goodwill (1) |  | 73,168 |  |  | n/a
Total purchase price |  | $ | 84,900 |  |  | n/a
_________________ (1) During the third quarter of fiscal year 2022, we recognized a measurement period adjustment resulting in an increase to deferred tax liabilities of $226 and an offsetting increase to goodwill. Depositphotos has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of Depositphotos included in our consolidated financial statements for the three and nine months ended March 31, 2022 are not material, and therefore no proforma financial information is presented. We used our cash on hand to fund the acquisition. In connection with the acquisition, we incurred $887 in general and administrative expenses, as part of our central and corporate costs during the nine months ended March 31, 2022 primarily related to legal, financial, and other professional services. Other Acquisition On January 21, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment. After giving effect to this investment, we have acquired approximately 75% of the company's shares for total cash and noncash consideration of $11,218. We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $9,253 which is not deductible for tax purposes. The net assets recognized largely consist of the cash and deferred tax liability balances acquired. The revenue and earnings included in our consolidated financial statements for the three and nine months ended March 31, 2022 are not material. We utilized our available cash balance to finance the acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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