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Business Combinations | 12 Months Ended
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Jun. 30, 2023
Business Combinations [Abstract] |
Business Combination Disclosure | Business Combinations Fiscal Year 2023 Acquisitions On December 12, 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 58% of the company's shares for total cash consideration of $498. The purchase consideration also includes the effective settlement of the company's existing liabilities to a Cimpress business. 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 $4,724, which is not deductible for tax purposes. The net assets recognized upon acquisition, as well as the revenue and earnings included in our consolidated financial statements for the year ended June 30, 2023, are not material. We utilized our available cash to fund the acquisition. Fiscal Year 2022 Acquisitions 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. The deferred payments were made in two installment, including the payment of $609 during fiscal year 2022 and a final deferred payment of $6,875 that was made during fiscal year 2023. 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. 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 |  | (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 |  | 73,168 |  |  | n/a
Total purchase price |  | $ | 84,900 |  |  | n/a
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 year ended June 30, 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 year ended June 30, 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 $10,484, 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 year ended June 30, 2022 are not material. We utilized our available cash balance to finance the acquisition. Fiscal Year 2021 Acquisitions Acquisition of 99designs, Inc. 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 paid the remaining purchase consideration, including the post-closing adjustment, on February 15, 2022. The acquisition is managed within our Vista 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. We expect the synergies achieved through integration with the 99designs designer network to provide significant benefits to our Vista business. 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 Vista reporting unit and a portion of such goodwill balance is deductible for tax purposes. 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 |  | 787 |  |  | n/a
Property, plant and equipment, net |  | 73 |  |  | n/a
Other assets |  | 142 |  |  | n/a
Accounts payable |  | (220) |  |  | n/a
Accrued expenses |  | (6,299) |  |  | n/a
Deferred revenue |  | (5,806) |  |  | n/a
Other liabilities |  | (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 |  | 70,792 |  |  | n/a
Total purchase price |  | $ | 88,691 |  |  | n/a
We used our senior secured credit facility to finance the acquisition. In connection with the acquisition, we incurred $1,183 in general and administrative expenses during the year ended June 30, 2021, primarily related to legal, financial, and other professional services. Other Acquisition On April 23, 2021 we completed an acquisition of a company with an attractive product capability as part of our BuildASign business, acquiring approximately 81% of the company's shares for total consideration of $18,535. 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 $14,208, which is not deductible for tax purposes. This acquisition is presented within our All Other Businesses segment. We utilized proceeds from our senior secured credit facility to finance the acquisition.

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