-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FGoQYeWxyk9DEaxdkTTVSl5RpLSs1o/bYGIHnh+qQWq6o8CHx6xwN7tppvc37v+q HXyAIv1RTDFoAsd756W1zg== 0001157523-05-009168.txt : 20051026 0001157523-05-009168.hdr.sgml : 20051026 20051025174227 ACCESSION NUMBER: 0001157523-05-009168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTAPRINT LTD CENTRAL INDEX KEY: 0001262976 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 980417483 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51539 FILM NUMBER: 051155270 BUSINESS ADDRESS: STREET 1: CANON STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 781-547-6383 MAIL ADDRESS: STREET 1: C/O VISTAPRINT USA, INCORPORATED STREET 2: 100 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 8-K 1 a5003956.txt VISTAPRINT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2005 VistaPrint Limited -------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Bermuda 000-51539 98-0417483 --------------------------------------------------------------- (State or Other Juris- (Commission (IRS Employer diction of Incorporation) File Number) Identification No.) Canon's Court 22 Victoria Street Hamilton, Bermuda HM 12 ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-2244 Not applicable ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On October 25, 2005, VistaPrint Limited issued a press release announcing its financial results for the quarter ended September 30, 2005. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release dated October 25, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 25, 2005 VISTAPRINT LIMITED By: /s/ Robert S. Keane --------------------------- Robert S. Keane President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated October 25, 2005 EX-99.1 2 a5003956ex991.txt EXHIBIT 99.1 Exhibit 99.1 VistaPrint Reports First Quarter Fiscal 2006 Financial Results; Revenue Increased 62 Percent to $28.9 Million; Net Income Improved to 10% of Revenues; New Canadian Production Facility Comes On Line HAMILTON, Bermuda--(BUSINESS WIRE)--Oct. 25, 2005--VistaPrint Limited (Nasdaq:VPRT), the leading online supplier of high-quality graphic design services and customized printed products to small businesses and consumers, today announced the financial results for the quarter ended September 30, 2005, the first quarter of VistaPrint's fiscal year 2006. Total company revenue for the quarter was $28.9 million, an increase of 62 percent versus $17.9 million for the same quarter of fiscal 2005. Revenue growth was driven by increases in small business products such as business cards, marketing postcards and brochures as well as a continued expansion in consumer products such as invitations and birth announcements. Increases in the number of website sessions, the conversion rate of website sessions to orders and the average value of orders placed by customers all contributed to the growth. For the first quarter of fiscal 2006 the company achieved net income of $2.9 million, or 10.0% of revenues, and earnings per share on a diluted basis of $0.04. The company incurred a net loss of $20.4 million in the first quarter of fiscal year 2005, which included a $21 million contract termination charge. "This quarter marked our 21st quarter in a row of sequential organic revenue growth," said Robert Keane, president and CEO of VistaPrint. "Our top line growth, driven by both new customer and repeat customer purchases, continues to prove that the small office home office market values the high quality graphic design services and customized printed products that VistaPrint delivers at affordable prices." "Three keys to our business are our proprietary back-end order aggregation and print technology, our proprietary front-end design technology and our Internet marketing expertise. When combined with VistaPrint's computer integrated and automated manufacturing processes, they allow us to deliver massive volumes of designed, custom-manufactured orders: currently over 10,000 per day. The result is high quality product at very affordable prices for our customers and strong margins for our company," continued Keane. Key financial metrics for the first quarter of 2006: -- Revenue bookings from repeat customers increased to 59.6 percent versus 54.2 percent in the first quarter of fiscal 2005. -- Average order values increased 10.6 percent from the same quarter of the prior fiscal year to $31. -- Web site sessions increased by 41.1 percent from the same quarter of fiscal 2005. -- Conversion rates increased to 4.5 percent from 4.4 percent in the first quarter of fiscal 2005. -- Revenue minus cost of sales was 60.9 percent versus 61.8 percent in the same quarter of the prior fiscal year. -- Operating margins increased to 11.7 percent of revenues. -- Capital expenditures in the first quarter of 2006 totaled $3.3 million, primarily related to the completion of the production facility in Windsor, Ontario. On August 30, 2005 VistaPrint completed the transition of its North American production being produced by an outsourced vendor to a newly constructed VistaPrint facility in Windsor, Ontario. VistaPrint is now 100 percent vertically integrated from a manufacturing standpoint, handling all production in-house. "The transition to our Windsor printing facility has been a huge success," said Paul Flanagan, chief financial officer of VistaPrint. "During the first two months of the quarter, we incurred start up and training costs associated with getting the new facility operational. We were very pleased that we were able to have a smooth transition, absorb these additional costs and still deliver strong margins." VistaPrint also completed a $138 million initial public offering on September 29, 2005, with net proceeds of $61.4 million, less underwriting discounts, to the company and the remaining net proceeds to selling shareholders. The Company received its net proceeds from the IPO on October 5, 2005. "We are pleased with the reception we received from the financial markets throughout the IPO process," said Keane. "After receiving the proceeds from our initial public offering, we now have $88 million in cash. Additionally, for the quarter ended September 30, 2005, we generated $3 million in cash from operations. This gives us a strong balance sheet from which we can invest in additional products, services, technology and infrastructure to better serve our customers and extend our market leadership." In the first quarter, the company also made additions to its management team and board of directors. Anne Drapeau joined as executive vice president and chief people officer, reporting directly to Robert Keane. Prior to joining VistaPrint, Drapeau oversaw the human resources function as chief people officer at Digitas, a leader in the digital and direct marketing industry. VistaPrint also appointed Daniel Ciporin, former chairman and CEO of Shopping.com, to its board of directors. Ciporin will serve on the company's Audit Committee and Nominating and Corporate Governance Committee. VistaPrint will hold a conference call to discuss first quarter fiscal 2006 financial results at 8:00 a.m. (EST) on October 26, 2005. To listen to the live webcast, log on to the Investor Relations section of www.vistaprint.com. A replay of the event will be available on the Company's website from 10:00 a.m. on October 26, 2005 until midnight on November 9, 2005. About VistaPrint VistaPrint is the leading online supplier of high-quality graphic design services and customized printed products to small businesses and consumers. VistaPrint offers custom designed, full-color, low-cost printed products even in small quantities. Over 5 million small businesses and consumers have already chosen VistaPrint for products ranging from business cards and brochures to invitations and thank you cards. A global company, VistaPrint employs more than 450 people and operates 16 localized Web sites serving over 120 countries around the world. A broad range of design options are available online at www.vistaprint.com. VistaPrint's printed products are satisfaction guaranteed. VistaPrint and VistaPrint.com are registered trademarks and the VistaPrint logo is a trademark of VistaPrint. All other brand and product names appearing on this announcement may be trademarks or registered trademarks of their respective holders. This press release contains information about future expectations, plans and prospects of our management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements concerning the expected growth and development of our business, operating performance, our margins, our market leadership position and our ability to extend such position. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, our ability to attract customers and to retain customers and to do so in a cost-effective manner, willingness of purchasers of graphic design services and printed products to shop online, unexpected increases in our use of funds, failure to increase our revenue and keep our expenses consistent with revenues, failures of our web sites or network infrastructure, failure to maintain the prices we charge for our products and services, the inability of our manufacturing operations to meet customer demand, and other factors that are discussed in our Registration Statement on Form S-1 and other documents periodically filed with the SEC. In addition, the statements in this press release represent our expectations and beliefs as of the date of this press release. We anticipate that subsequent events and developments may cause these expectations and beliefs to change. We specifically disclaim any obligation to update any forward-looking statements. These forward-looking statements should not be relied upon as representing our expectations or beliefs as of any date subsequent to the date of this press release. VistaPrint Limited Consolidated Balance Sheets September June 30, 30, 2005 2005 --------- -------- (Unaudited) (In thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ 26,856 $ 26,402 Accounts receivable, net of allowances of $53 and $57 at September 30, 2005 and June 30, 2005, respectively 1,049 1,186 Receivable from underwriter, net IPO proceeds 61,380 - Inventory 492 354 Deferred tax asset 789 947 Prepaid expenses and other current assets 1,277 2,021 --------- -------- Total current assets 91,843 30,910 Property, plant and equipment, net 32,111 29,913 Software and web site development costs, net 1,713 1,916 Patents 1,521 1,556 Deposits, image licenses and other noncurrent assets 1,666 1,691 --------- -------- Total assets $ 128,854 $ 65,986 ========= ======== Liabilities, redeemable convertible preferred shares and shareholders' equity (deficit) Current liabilities: Trade accounts payable: Mod-Pac Corporation $ - $ 1,628 All other vendors 1,549 2,889 Accrued expenses 12,259 10,585 Deferred revenue 1,056 540 Current portion of long-term debt 1,688 1,281 --------- -------- Total current liabilities 16,552 16,923 Long-term debt 16,212 15,696 Commitments and contingencies Series A redeemable convertible preferred shares, par value $0.001 per share, 0 and 11,000,000 shares authorized, 0 and 9,845,849 shares issued and outstanding at September 30, 2005 and June 30, 2005, respectively (aggregate liquidation preference of $0 and $14,080, respectively) - 13,556 Series B redeemable convertible preferred shares, par value $0.001 per share, 0 and 13,008,515 shares authorized, 0 and 12,874,694 shares issued and outstanding at September 30, 2005 and June 30, 2005 (aggregate liquidation preference $0 and $52,915, respectively) - 57,880 Shareholders' equity (deficit): Common shares, par value $0.001 per share, 500,000,000 and 39,289,197 shares authorized at September 30, 2005 and June 30,2005, respectively; 39,843,984 and 11,374,892 shares issued and outstanding at September 30, 2005 and June 30, 2005, respectively 40 11 Additional paid-in capital 135,234 2,679 Accumulated deficit (39,410) (41,017) Accumulated other comprehensive income 226 258 --------- -------- Total shareholders' equity (deficit) 96,090 (38,069) --------- -------- Total liabilities, redeemable convertible preferred shares and shareholders' equity (deficit) $ 128,854 $ 65,986 ========= ======== VistaPrint Limited Consolidated Statements of Operations Three Months Ended September 30, ------------------------- 2005 2004 ----------- ----------- (Unaudited) (in thousands, except share and per share data) Revenue $ 28,898 $ 17,861 Cost of revenue (1) 11,300 6,820 Technology and development expense (1) 2,976 2,504 Marketing and selling expense (1) 9,566 6,551 General and administrative expense (1) 1,661 1,219 Loss on contract termination - 21,000 ----------- ----------- Income (loss) from operations 3,395 (20,233) Other income (expenses), net 53 4 Interest expense 226 51 ----------- ----------- Income (loss) from operations before income taxes 3,222 (20,280) Income tax provision 321 131 ----------- ----------- Net income (loss) $ 2,901 $ (20,411) =========== =========== Net income (loss) attributable to common shareholders: Basic $ 557 $ (21,339) Diluted $ 631 $ (21,339) Basic net income (loss) per share $ 0.05 $ (1.88) =========== =========== Diluted net income (loss) per share $ 0.04 $ (1.88) =========== =========== Weighted average common shares outstanding - basic 11,760,948 11,358,575 =========== =========== Weighted average common shares outstanding - diluted 14,317,076 11,358,575 =========== =========== (1) Share-based compensation is allocated as follows: Three Months Ended September 30, ------------------------- 2005 2004 ----------- ----------- (Unaudited) (in thousands) Cost of revenue $ - $ - Technology and development expense 5 - Marketing and selling expense 3 - General and administrative expense 5 - ----------- ----------- $ 13 $ - =========== =========== VistaPrint Limited Consolidated Statements of Cash Flows Three Months Ended ------------------- September September 30, 2005 30, 2004 --------- --------- (Unaudited) (in thousands) Operating activities Net income (loss) $ 2,901 $(20,411) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,813 1,343 Share compensation expense 13 - Deferred taxes 158 16 Recovery of doubtful accounts (4) - Changes in operating assets and liabilities: Accounts receivable 139 (229) Inventory (138) (6) Prepaid expenses and other assets 231 (1,097) Accounts payable (2,963) 774 Accrued expenses and other current liabilities 1,042 744 -------- -------- Net cash provided by (used in) operating activities 3,192 (18,866) Investing activities Purchases of property, plant and equipment, net (3,325) (1,847) Capitalization of software and website development costs (414) (547) -------- -------- Net cash used in investing activities (3,739) (2,394) Financing activities Proceeds from long-term debt 1,084 - Repayment of long-term debt (136) - Payment of offering costs (289) - Proceeds from issuance of Series B preferred shares, net - 22,693 Proceeds from issuance of common shares 360 1 -------- -------- Net cash provided by financing activities 1,019 22,694 Effect of exchange rate changes on cash (18) 56 -------- -------- Net increase in cash and cash equivalents 454 1,490 Cash and cash equivalents at beginning of period 26,402 20,060 -------- -------- Cash and cash equivalents at end of period $ 26,856 $ 21,550 ======== ======== Supplemental Noncash Investing and Financing Activities: Receivable from underwriter, net IPO proceeds $ 61,380 $ - CONTACT: VistaPrint Limited Investor Relations: Katy Nash, 781-547-6316 investorrelations@vistaprint.com or Media Relations: Manya Chait, 781-547-6319 publicrelations@vistaprint.com -----END PRIVACY-ENHANCED MESSAGE-----