INWK » Topics » Marketing-Out-of-the-Box Inc. Acquisition

These excerpts taken from the INWK 10-K filed Mar 5, 2009.

Marketing-Out-of-the-Box Inc. Acquisition

In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,863,356, including expenses directly related to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

 

Current assets (including cash acquired of $2,430,170)

   $ 2,622,316  

Accounts receivable

     1,033,673  

Property and equipment

     16,069  

Customer list

     104,350  

Goodwill

     4,136,298  

Accounts payable

     (1,028,079 )

Other current liabilities

     (21,271 )
        

Net purchase price

   $ 6,863,356  
        

Marketing-Out-of-the-Box Inc. Acquisition

In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,863,356, including expenses directly related to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

 

Current assets (including cash acquired of $2,430,170)

   $ 2,622,316  

Accounts receivable

     1,033,673  

Property and equipment

     16,069  

Customer list

     104,350  

Goodwill

     4,136,298  

Accounts payable

     (1,028,079 )

Other current liabilities

     (21,271 )
        

Net purchase price

   $ 6,863,356  
        

Marketing-Out-of-the-Box Inc. Acquisition

In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,863,356, including expenses directly related to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

 

Current assets (including cash acquired of $2,430,170)

   $ 2,622,316  

Accounts receivable

     1,033,673  

Property and equipment

     16,069  

Customer list

     104,350  

Goodwill

     4,136,298  

Accounts payable

     (1,028,079 )

Other current liabilities

     (21,271 )
        

Net purchase price

   $ 6,863,356  
        

Marketing-Out-of-the-Box Inc. Acquisition

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of
printed and promotional products, located in Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,863,356, including expenses directly related
to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing
Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of
purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be
reported in a future period as increases or decreases to amounts previously reported.

 






































































Current assets (including cash acquired of $2,430,170)

  $ 2,622,316 

Accounts receivable

   1,033,673 

Property and equipment

   16,069 

Customer list

   104,350 

Goodwill

   4,136,298 

Accounts payable

   (1,028,079)

Other current liabilities

   (21,271)
     

Net purchase price

  $6,863,356 
     

Marketing-Out-of-the-Box Inc. Acquisition

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of
printed and promotional products, located in Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,863,356, including expenses directly related
to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing
Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of
purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be
reported in a future period as increases or decreases to amounts previously reported.

 






































































Current assets (including cash acquired of $2,430,170)

  $ 2,622,316 

Accounts receivable

   1,033,673 

Property and equipment

   16,069 

Customer list

   104,350 

Goodwill

   4,136,298 

Accounts payable

   (1,028,079)

Other current liabilities

   (21,271)
     

Net purchase price

  $6,863,356 
     
This excerpt taken from the INWK 10-Q filed Nov 10, 2008.

Marketing-Out-of-the-Box Inc. Acquisition

In July 2008, the Company acquired Marketing-Out-of-the-Box Inc., a provider of print services including the procurement and production management of printed and promotional products, located in Des Plaines, Illinois. As a result of the acquisition, the Company broadened its strategic presence in the suburban Chicago area print market. The acquisition price was $6,761,494, including expenses directly related to the acquisition. In addition, there is up to an additional $5,833,333 in cash payable contingent on the achievement of certain performance measures by Marketing Out-of-the-Box by June 30, 2011. As the Company acquired the stock of Marketing Out-of-the-Box, there will be no goodwill deductible for tax purposes. The consolidated financial statements include the financial results of this acquisition beginning on July 1, 2008.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and is subject to revision when the valuation and integration plans are finalized. Accordingly, revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

 

Current assets (including cash acquired of $2,430,170)

   $ 2,622,316  

Accounts receivable

     1,033,673  

Property and equipment

     16,069  

Customer list

     105,000  

Goodwill

     4,033,786  

Accounts payable

     (1,028,079 )

Other current liabilities

     (21,271 )
        

Net purchase price

   $ 6,761,494  
        

 

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Table of Contents

InnerWorkings, Inc.

Notes to Consolidated Financial Statements (Unaudited)—(Continued)

 

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