XML 42 R14.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Business Combinations
12 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Business Combination Disclosure
There were no material acquisitions during the years ended June 30, 2024 and 2023.

Fiscal Year 2022 Acquisitions

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 installments, including the payment of $609 during fiscal year 2022 and a final deferred payment of $6,875 that was made during fiscal year 2023.

The table below details the consideration transferred to acquire Depositphotos:

Cash consideration (paid at closing)$76,119 
Deferred payment8,781 
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:
AmountWeighted Average Useful Life in Years
Tangible assets acquired and liabilities assumed:
Cash and cash equivalents$7,173 n/a
Accounts receivable, net329 n/a
Prepaid expenses and other current assets448 n/a
Property, plant and equipment, net611 n/a
Operating lease assets, net383 n/a
Other assets324 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 relationships11,600 4 years
Trade name2,500 10 years
Developed technology2,300 2 years
Owned content7,700 10 years
Goodwill73,168 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.