(Mark One) | ||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the quarterly period ended | ||
or | ||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from to |
The | |||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||
þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |
Smaller reporting company | |||||
Emerging growth company |
Page | ||
PART I FINANCIAL INFORMATION | ||
Item 1. Financial Statements (unaudited) | ||
Consolidated Balance Sheets as of September 30, 2019 and June 30, 2019 | ||
Consolidated Statements of Operations for the three months ended September 30, 2019 and 2018 | ||
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2019 and 2018 | ||
Consolidated Statements of Shareholders' Equity for the three months ended September 30, 2019 and 2018 | ||
Consolidated Statements of Cash Flows for the three months ended September 30, 2019 and 2018 | ||
Notes to Consolidated Financial Statements | ||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. Controls and Procedures | ||
PART II OTHER INFORMATION | ||
Item 1A. Risk Factors | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 6. Exhibits | ||
Signatures |
September 30, 2019 | June 30, 2019 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | $ | |||||
Accounts receivable, net of allowances of $8,781 and $7,313, respectively | |||||||
Inventory | |||||||
Prepaid expenses and other current assets | |||||||
Total current assets | |||||||
Property, plant and equipment, net | |||||||
Operating lease assets, net | |||||||
Software and website development costs, net | |||||||
Deferred tax assets | |||||||
Goodwill | |||||||
Intangible assets, net | |||||||
Other assets | |||||||
Total assets | $ | $ | |||||
Liabilities, noncontrolling interests and shareholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | $ | |||||
Accrued expenses | |||||||
Deferred revenue | |||||||
Short-term debt | |||||||
Operating lease liabilities, current | |||||||
Other current liabilities | |||||||
Total current liabilities | |||||||
Deferred tax liabilities | |||||||
Long-term debt | |||||||
Lease financing obligation | |||||||
Operating lease liabilities, non-current | |||||||
Other liabilities | |||||||
Total liabilities | |||||||
Commitments and contingencies (Note 14) | |||||||
Redeemable noncontrolling interests | |||||||
Shareholders’ equity: | |||||||
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | |||||||
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 28,483,314 and 30,445,669 shares outstanding, respectively | |||||||
Treasury shares, at cost, 15,597,313 and 13,634,958 shares, respectively | ( | ) | ( | ) | |||
Additional paid-in capital | |||||||
Retained earnings | |||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Total shareholders' equity | ( | ) | |||||
Total liabilities, noncontrolling interests and shareholders’ equity | $ | $ |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Revenue | $ | $ | |||||
Cost of revenue (1) | |||||||
Technology and development expense (1) | |||||||
Marketing and selling expense (1) | |||||||
General and administrative expense (1) | |||||||
Amortization of acquired intangible assets | |||||||
Restructuring expense (1) | |||||||
Income (loss) from operations | ( | ) | |||||
Other income, net | |||||||
Interest expense, net | ( | ) | ( | ) | |||
Income (loss) before income taxes | ( | ) | |||||
Income tax expense | |||||||
Net income (loss) | ( | ) | |||||
Add: Net loss attributable to noncontrolling interest | |||||||
Net income (loss) attributable to Cimpress N.V. | $ | $ | ( | ) | |||
Basic net income (loss) per share attributable to Cimpress N.V. | $ | $ | ( | ) | |||
Diluted net income (loss) per share attributable to Cimpress N.V. | $ | $ | ( | ) | |||
Weighted average shares outstanding — basic | |||||||
Weighted average shares outstanding — diluted |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Cost of revenue | $ | $ | |||||
Technology and development expense | |||||||
Marketing and selling expense | ( | ) | |||||
General and administrative expense | |||||||
Restructuring expense |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Net income (loss) | $ | $ | ( | ) | |||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation losses, net of hedges | ( | ) | ( | ) | |||
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges | ( | ) | |||||
Amounts reclassified from accumulated other comprehensive loss to net income (loss) on derivative instruments | |||||||
Comprehensive income (loss) | ( | ) | |||||
Add: Comprehensive loss attributable to noncontrolling interests | |||||||
Total comprehensive income (loss) attributable to Cimpress N.V. | $ | $ | ( | ) |
Ordinary Shares | Treasury Shares | ||||||||||||||||||||||||||||
Number of Shares Issued | Amount | Number of Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||
Balance at June 30, 2018 | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Restricted share units vested, net of shares withheld for taxes | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||
Grant of restricted share awards | — | — | ( | ( | ) | — | — | — | ( | ) | |||||||||||||||||||
Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Net loss attributable to Cimpress N.V. | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
Adoption of new accounting standard | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges | — | — | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation, net of hedges | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
Balance at September 30, 2018 | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ |
Balance at June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Restricted share units vested, net of shares withheld for taxes | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||
Grant of restricted share awards | — | — | ( | ) | ( | ) | — | — | — | ( | ) | ||||||||||||||||||
Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Purchase of ordinary shares | — | — | ( | ) | ( | ) | — | — | — | ( | ) | ||||||||||||||||||
Net income attributable to Cimpress N.V. | — | — | — | — | — | — | |||||||||||||||||||||||
Adoption of new accounting standards | — | — | — | — | — | — | |||||||||||||||||||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
Foreign currency translation, net of hedges | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
Balance at September 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Operating activities | |||||||
Net income (loss) | $ | $ | ( | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | |||||||
Share-based compensation expense | |||||||
Deferred taxes | ( | ) | ( | ) | |||
Unrealized gain on derivatives not designated as hedging instruments included in net income (loss) | ( | ) | ( | ) | |||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | ( | ) | |||||
Other non-cash items | |||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | ( | ) | ( | ) | |||
Inventory | ( | ) | ( | ) | |||
Prepaid expenses and other assets | |||||||
Accounts payable | ( | ) | |||||
Accrued expenses and other liabilities | |||||||
Net cash provided by operating activities | |||||||
Investing activities | |||||||
Purchases of property, plant and equipment | ( | ) | ( | ) | |||
Business acquisitions, net of cash acquired | ( | ) | ( | ) | |||
Purchases of intangible assets | ( | ) | |||||
Capitalization of software and website development costs | ( | ) | ( | ) | |||
Proceeds from the sale of assets | |||||||
Other investing activities | |||||||
Net cash used in investing activities | ( | ) | ( | ) | |||
Financing activities | |||||||
Proceeds from borrowings of debt | |||||||
Payments of debt | ( | ) | ( | ) | |||
Payments of debt issuance costs | ( | ) | |||||
Payments of withholding taxes in connection with equity awards | ( | ) | ( | ) | |||
Payments of finance lease obligations | ( | ) | ( | ) | |||
Purchase of ordinary shares | ( | ) | — | ||||
Other financing activities | ( | ) | |||||
Net cash (used in) provided by financing activities | ( | ) | |||||
Effect of exchange rate changes on cash | ( | ) | ( | ) | |||
Net (decrease) increase in cash and cash equivalents | ( | ) | |||||
Cash and cash equivalents at beginning of period | |||||||
Cash and cash equivalents at end of period | $ | $ |
Supplemental disclosures of cash flow information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | $ | |||||
Income taxes | |||||||
Non-cash investing and financing activities: | |||||||
Capitalization of construction costs related to financing lease obligation | |||||||
Property and equipment acquired under finance leases | |||||||
Amounts accrued related to business acquisitions |
2019 | 2018 | ||||||
Gains on derivatives not designated as hedging instruments (1) | $ | $ | |||||
Currency-related (losses) gains, net (2) | ( | ) | |||||
Other (losses) gains | ( | ) | |||||
Total other income, net | $ | $ |
Three Months Ended September 30, | |||||
2019 | 2018 | ||||
Weighted average shares outstanding, basic | |||||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | |||||
Shares used in computing diluted net income (loss) per share attributable to Cimpress N.V. | |||||
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress N.V. (1) |
• | whether a lease under the prior standard continues to meet the definition of a lease under the new standard; |
• | whether the application of the new standard would have an impact on the classification of our existing leases, with the exception of our build-to-suit leases; and |
• | the existence of any initial direct costs associated with our leases. |
Consolidated Balance Sheet | As reported at June 30, 2019 | ASC 842 adjustments | Adjusted balance at July 1, 2019 | ||||||||
Assets | |||||||||||
Prepaid expenses and other current assets | $ | $ | ( | ) | $ | ||||||
Property, plant and equipment, net | ( | ) | |||||||||
Operating lease assets, net | |||||||||||
Deferred tax assets | ( | ) | |||||||||
Liabilities and Shareholders' Equity | |||||||||||
Operating lease liabilities, current | $ | $ | $ | ||||||||
Other current liabilities | ( | ) | |||||||||
Lease financing obligation | ( | ) | — | ||||||||
Operating lease liabilities, non-current | |||||||||||
Other liabilities | ( | ) | |||||||||
Retained earnings |
• | Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
• | Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
• | Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
September 30, 2019 | |||||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets | |||||||||||||||
Cross-currency swap contracts | $ | $ | — | $ | $ | — | |||||||||
Currency forward contracts | — | — | |||||||||||||
Currency option contracts | — | — | |||||||||||||
Total assets recorded at fair value | $ | $ | — | $ | $ | — | |||||||||
Liabilities | |||||||||||||||
Interest rate swap contracts | $ | ( | ) | $ | — | $ | ( | ) | $ | — | |||||
Total liabilities recorded at fair value | $ | ( | ) | $ | — | $ | ( | ) | $ | — |
June 30, 2019 | |||||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets | |||||||||||||||
Interest rate swap contracts | $ | $ | — | $ | $ | — | |||||||||
Currency forward contracts | — | — | |||||||||||||
Currency option contracts | — | — | |||||||||||||
Total assets recorded at fair value | $ | $ | — | $ | $ | — | |||||||||
Liabilities | |||||||||||||||
Interest rate swap contracts | $ | ( | ) | $ | — | $ | ( | ) | $ | — | |||||
Cross-currency swap contracts | ( | ) | — | ( | ) | — | |||||||||
Currency forward contracts | ( | ) | — | ( | ) | — | |||||||||
Currency option contracts | ( | ) | — | ( | ) | — | |||||||||
Total liabilities recorded at fair value | $ | ( | ) | $ | — | $ | ( | ) | $ | — |
Interest rate swap contracts outstanding: | Notional Amounts | |||
Contracts accruing interest as of September 30, 2019 | $ | |||
Contracts with a future start date | ||||
Total | $ |
Notional Amount | Effective Date | Maturity Date | Number of Instruments | Index | ||||
$ | November 2017 through September 2019 | Various dates through October 2024 |
September 30, 2019 | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in Consolidated Balance Sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in Consolidated Balance Sheet | Net amount | |||||||||||||||||||
Derivatives in cash flow hedging relationships | |||||||||||||||||||||||||||
Interest rate swaps | Other current assets / other assets | $ | $ | $ | Other current liabilities / other liabilities | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
Cross-currency swaps | Other current assets | — | Other current liabilities | ||||||||||||||||||||||||
Derivatives in net investment hedging relationships | |||||||||||||||||||||||||||
Currency forward contracts | Other non-current assets | Other current liabilities / other liabilities | |||||||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||
Currency forward contracts | Other current assets / other assets | $ | $ | ( | ) | $ | Other current liabilities / other liabilities | $ | $ | $ | |||||||||||||||||
Currency option contracts | Other current assets / other assets | ( | ) | Other current liabilities / other liabilities | |||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | $ | ( | ) | $ | $ | $ | $ |
June 30, 2019 | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in Consolidated Balance Sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in Consolidated Balance Sheet | Net amount | |||||||||||||||||||
Derivatives in cash flow hedging relationships | |||||||||||||||||||||||||||
Interest rate swaps | Other non-current assets | $ | $ | $ | Other current liabilities / other liabilities | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
Cross-currency swaps | Other non-current assets | — | — | — | Other liabilities | ( | ) | ( | ) | ||||||||||||||||||
Derivatives in net investment hedging relationships | |||||||||||||||||||||||||||
Currency forward contracts | Other non-current assets | Other liabilities | ( | ) | ( | ) | |||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||
Currency forward contracts | Other current assets / other assets | $ | $ | ( | ) | $ | Other current liabilities / other liabilities | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
Currency option contracts | Other current assets / other assets | ( | ) | Other current liabilities / other liabilities | ( | ) | ( | ) | |||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) |
Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives | |||||||
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Derivatives in cash flow hedging relationships | |||||||
Interest rate swaps (1) | $ | ( | ) | $ | |||
Cross-currency swaps | ( | ) | ( | ) | |||
Derivatives in net investment hedging relationships | |||||||
Cross-currency swaps | |||||||
Currency forward contracts | |||||||
Total | $ | $ |
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | Affected line item in the Statement of Operations | ||||||||
Three Months Ended September 30, | |||||||||
2019 | 2018 | ||||||||
Derivatives in cash flow hedging relationships | |||||||||
Interest rate swaps | $ | ( | ) | $ | ( | ) | Interest expense, net | ||
Cross-currency swaps | Other income, net | ||||||||
Total before income tax | Income before income taxes | ||||||||
Income tax | ( | ) | ( | ) | Income tax expense | ||||
Total | $ | $ |
Amount of Gain (Loss) Recognized in Net Income (Loss) | Affected line item in the Statement of Operations | ||||||||
Three Months Ended September 30, | |||||||||
2019 | 2018 | ||||||||
Currency contracts | $ | $ | Other income, net | ||||||
Interest rate swaps (1) | Other income, net | ||||||||
Total | $ | $ |
Gains (losses) on cash flow hedges (1) | Gains (losses) on pension benefit obligation | Translation adjustments, net of hedges (2) | Total | ||||||||||||
Balance as of June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Other comprehensive loss before reclassifications | ( | ) | ( | ) | ( | ) | |||||||||
Amounts reclassified from accumulated other comprehensive loss to net income (loss) | |||||||||||||||
Net current period other comprehensive loss | ( | ) | ( | ) | ( | ) | |||||||||
Balance as of September 30, 2019 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) |
Vistaprint | PrintBrothers | The Print Group | National Pen | All Other Businesses | Total | ||||||||||||||||||
Balance as of June 30, 2019 | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Acquisitions (1) | |||||||||||||||||||||||
Adjustments (2) | — | — | — | ( | ) | — | |||||||||||||||||
Effect of currency translation adjustments (3) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||
Balance as of September 30, 2019 | $ | $ | $ | $ | $ | $ |
September 30, 2019 | June 30, 2019 | ||||||
Compensation costs | $ | $ | |||||
Income and indirect taxes | |||||||
Advertising costs | |||||||
Shipping costs | |||||||
Interest payable | |||||||
Production costs | |||||||
Sales returns | |||||||
Purchases of property, plant and equipment | |||||||
Professional fees | |||||||
Other | |||||||
Total accrued expenses | $ | $ |
September 30, 2019 | June 30, 2019 | ||||||
Current portion of finance lease obligations | $ | $ | |||||
Current portion of lease financing obligation (1) | |||||||
Short-term derivative liabilities | |||||||
Other | |||||||
Total other current liabilities | $ | $ |
September 30, 2019 | June 30, 2019 | ||||||
Long-term finance lease obligations | $ | $ | |||||
Long-term derivative liabilities | |||||||
Other | |||||||
Total other liabilities | $ | $ |
September 30, 2019 | June 30, 2019 | ||||||
Senior secured credit facility | $ | $ | |||||
7.0% Senior unsecured notes due 2026 | |||||||
Other | |||||||
Debt issuance costs and debt discounts | ( | ) | ( | ) | |||
Total debt outstanding, net | |||||||
Less: short-term debt (1) | |||||||
Long-term debt | $ | $ |
• | Revolving loans of $ |
• | Term loans of $ |
Redeemable noncontrolling interests | ||||
Balance as of June 30, 2019 | $ | |||
Acquisition of noncontrolling interest (1) | ||||
Net loss attributable to noncontrolling interest | ( | ) | ||
Foreign currency translation | ( | ) | ||
Balance as of September 30, 2019 | $ |
• | Vistaprint - Includes the operations of our global Vistaprint websites and our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies. Also included is our Vistaprint Corporate Solutions business which serves medium-sized businesses and large corporations, as well as a legacy revenue stream with retail partners and franchise businesses. |
• | PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses. |
• | The Print Group - Includes the results of our Easyflyer, Exagroup, Pixartprinting, and Tradeprint businesses. |
• | National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts. |
• | All Other Businesses - Includes a collection of businesses grouped together based on materiality: |
◦ | BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas. |
◦ | Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality. |
◦ | VIDA is an innovative startup that brings manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas into beautiful, original products for customers, ranging from custom fashion, jewelry and accessories to home accent pieces. |
◦ | YSD is a startup operation that provides end-to-end mass customization solutions to brands and IP owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness, and develop new markets. |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Revenue: | |||||||
Vistaprint (1) | $ | $ | |||||
PrintBrothers (2) | |||||||
The Print Group (3) | |||||||
National Pen (4) | |||||||
All Other Businesses (5) | |||||||
Total segment revenue | |||||||
Inter-segment eliminations | ( | ) | ( | ) | |||
Total consolidated revenue | $ | $ |
Three Months Ended September 30, 2019 | |||||||||||||||||||||||
Vistaprint | PrintBrothers | The Print Group | National Pen | All Other | Total | ||||||||||||||||||
North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Europe | |||||||||||||||||||||||
Other | — | — | |||||||||||||||||||||
Inter-segment | |||||||||||||||||||||||
Total segment revenue | |||||||||||||||||||||||
Less: inter-segment elimination | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
Total external revenue | $ | $ | $ | $ | $ | $ |
Three Months Ended September 30, 2018 | |||||||||||||||||||||||
Vistaprint | PrintBrothers | The Print Group | National Pen | All Other | Total | ||||||||||||||||||
North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Europe | |||||||||||||||||||||||
Other | — | — | |||||||||||||||||||||
Inter-segment | |||||||||||||||||||||||
Total segment revenue | |||||||||||||||||||||||
Less: inter-segment elimination | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
Total external revenue | $ | $ | $ | $ | $ | $ |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Segment EBITDA: | |||||||
Vistaprint | $ | $ | |||||
PrintBrothers | |||||||
The Print Group | |||||||
National Pen | ( | ) | ( | ) | |||
All Other Businesses | ( | ) | |||||
Total segment EBITDA | |||||||
Central and corporate costs | ( | ) | ( | ) | |||
Depreciation and amortization | ( | ) | ( | ) | |||
Waltham, MA lease depreciation adjustment (1) | |||||||
Certain impairments and other adjustments | |||||||
Restructuring-related charges | ( | ) | ( | ) | |||
Interest expense for Waltham, MA lease (1) | |||||||
Total income (loss) from operations | ( | ) | |||||
Other income, net | |||||||
Interest expense, net | ( | ) | ( | ) | |||
Income (loss) before income taxes | $ | $ | ( | ) |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Depreciation and amortization: | |||||||
Vistaprint | $ | $ | |||||
PrintBrothers | |||||||
The Print Group | |||||||
National Pen | |||||||
All Other Businesses | |||||||
Central and corporate costs | |||||||
Total depreciation and amortization | $ | $ |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Purchases of property, plant and equipment: | |||||||
Vistaprint | $ | $ | |||||
PrintBrothers | |||||||
The Print Group | |||||||
National Pen | |||||||
All Other Businesses | |||||||
Central and corporate costs | |||||||
Total purchases of property, plant and equipment | $ | $ |
Three Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Capitalization of software and website development costs: | |||||||
Vistaprint | $ | $ | |||||
PrintBrothers | |||||||
The Print Group | |||||||
National Pen | |||||||
All Other Businesses | |||||||
Central and corporate costs | |||||||
Total capitalization of software and website development costs | $ | $ |
September 30, 2019 | June 30, 2019 | ||||||
Long-lived assets (1): | |||||||
United States | $ | $ | |||||
Netherlands | |||||||
Canada | |||||||
Switzerland | |||||||
Italy | |||||||
Jamaica | |||||||
Australia | |||||||
France | |||||||
Japan | |||||||
Other | |||||||
Total | $ | $ |
Leases | Consolidated Balance Sheet Classification | September 30, 2019 | ||||
Assets: | ||||||
Operating right-of-use assets | Operating lease assets, net | $ | ||||
Finance right-of-use assets | Property, plant, and equipment, net | |||||
Total lease assets | $ | |||||
Liabilities: | ||||||
Current | ||||||
Operating lease liabilities | Operating lease liabilities, current | $ | ||||
Finance lease liabilities | Other current liabilities | |||||
Non-current | ||||||
Operating lease liabilities | Operating lease liabilities, non-current | |||||
Finance lease liabilities | Other liabilities | |||||
Total lease liabilities | $ |
Three Months Ended | ||||
September 30, 2019 | ||||
Operating lease expense | $ | |||
Finance lease expense: | ||||
Amortization of finance lease assets | ||||
Interest on lease liabilities | ||||
Variable lease expense | ||||
Less: sublease income | ( | ) | ||
Net lease cost | $ |
Operating lease obligations | Finance lease obligations | Total lease obligations | |||||||||
2020 | $ | $ | $ | ||||||||
2021 | |||||||||||
2022 | |||||||||||
2023 | |||||||||||
2024 | |||||||||||
Thereafter | |||||||||||
Total | |||||||||||
Less: present value discount | ( | ) | ( | ) | ( | ) | |||||
Lease liability | $ | $ | $ |
Operating lease obligations | Build-to-suit lease obligations (1) | Finance lease obligations | Total lease obligations | ||||||||||||
2020 | $ | $ | $ | $ | |||||||||||
2021 | |||||||||||||||
2022 | |||||||||||||||
2023 | |||||||||||||||
2024 | |||||||||||||||
Thereafter | |||||||||||||||
Total | $ | $ | $ | $ |
Lease Term and Discount Rate | September 30, 2019 | ||
Weighted-average remaining lease term (years) | |||
Operating leases | |||
Finance leases | |||
Weighted-average discount rate | |||
Operating leases | % | ||
Finance leases | % |
Three Months Ended | ||||
Supplemental Cash Flow Information | September 30, 2019 | |||
Cash paid for amounts included in measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ | |||
Operating cash flows from finance leases | ||||
Financing cash flows from finance leases |
Severance and Related Benefits | Other Restructuring Costs | Total | |||||||||
Accrued restructuring liability as of June 30, 2019 | $ | $ | $ | ||||||||
Restructuring charges | |||||||||||
Cash payments | ( | ) | ( | ) | ( | ) | |||||
Non-cash charges (1) | ( | ) | ( | ) | |||||||
Accrued restructuring liability as of September 30, 2019 | $ | $ | $ |
• | Revenue increased by 8% to $634.0 million. |
• | Consolidated constant-currency revenue increased by 10% and, excluding acquisitions completed in the last four quarters, increased by 4%. |
• | Operating income increased by $31.4 million to $25.4 million. |
• | Adjusted EBITDA (a non-GAAP financial measure) increased by $37.1 million to $79.5 million. |
• | Cash provided by operating activities increased by $40.7 million to $62.9 million. |
• | Adjusted free cash flow (a non-GAAP financial measure) increased by $46.3 million to $36.2 million. |
In thousands | Three Months Ended September 30, | Currency Impact: | Constant- Currency | Impact of Acquisitions/Divestitures: | Constant- Currency Revenue Growth | ||||||||||||
2019 | 2018 | % Change | (Favorable)/Unfavorable | Revenue Growth (1) | (Favorable)/Unfavorable | Excluding Acquisitions/Divestitures (2) | |||||||||||
Vistaprint | $ | 343,171 | $ | 345,320 | (1)% | 2% | 1% | —% | 1% | ||||||||
PrintBrothers | 109,290 | 101,389 | 8% | 5% | 13% | —% | 13% | ||||||||||
The Print Group | 72,258 | 71,000 | 2% | 5% | 7% | —% | 7% | ||||||||||
National Pen | 70,163 | 65,971 | 6% | 2% | 8% | —% | 8% | ||||||||||
All Other Businesses (3) | 42,276 | 7,715 | 448% | 1% | 449% | (453)% | (4)% | ||||||||||
Inter-segment eliminations | (3,199 | ) | (2,414 | ) | |||||||||||||
Total revenue | $ | 633,959 | $ | 588,981 | 8% | 2% | 10% | (6)% | 4% |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
Cost of revenue | $ | 325,665 | $ | 302,471 | |||
% of revenue | 51.4 | % | 51.4 | % |
In thousands | Three Months Ended September 30, | |||||||||
2019 | 2018 | 2019 vs. 2018 | ||||||||
Technology and development expense | $ | 63,167 | $ | 57,063 | 11 | % | ||||
% of revenue | 10.0 | % | 9.7 | % | ||||||
Marketing and selling expense | $ | 160,917 | $ | 182,788 | (12 | )% | ||||
% of revenue | 25.4 | % | 31.0 | % | ||||||
General and administrative expense | $ | 43,623 | $ | 41,176 | 6 | % | ||||
% of revenue | 6.9 | % | 7.0 | % | ||||||
Amortization of acquired intangible assets | $ | 13,018 | $ | 11,301 | 15 | % | ||||
% of revenue | 2.1 | % | 1.9 | % | ||||||
Restructuring expense | $ | 2,190 | $ | 170 | 1,188 | % | ||||
% of revenue | 0.3 | % | 0.0 | % |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
Gains on derivatives not designated as hedging instruments | $ | 19,357 | $ | 7,373 | |||
Currency-related (losses) gains, net | (3,412 | ) | 2,097 | ||||
Other (losses) gains | (271 | ) | 782 | ||||
Total other income, net | $ | 15,674 | $ | 10,252 |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
Income tax expense | $ | 6,115 | $ | 5,481 | |||
Effective tax rate | 23.6 | % | (57.6 | )% |
In thousands | Three Months Ended September 30, | ||||||||
2019 | 2018 | 2019 vs. 2018 | |||||||
Reported Revenue | $ | 343,171 | $ | 345,320 | (1)% | ||||
Segment EBITDA | 80,580 | 59,994 | 34% | ||||||
% of revenue | 23 | % | 17 | % |
In thousands | Three Months Ended September 30, | ||||||||
2019 | 2018 | 2019 vs. 2018 | |||||||
Reported Revenue | $ | 109,290 | $ | 101,389 | 8% | ||||
Segment EBITDA | 10,777 | 10,571 | 2% | ||||||
% of revenue | 10 | % | 10 | % |
In thousands | Three Months Ended September 30, | ||||||||
2019 | 2018 | 2019 vs. 2018 | |||||||
Reported Revenue | $ | 72,258 | $ | 71,000 | 2% | ||||
Segment EBITDA | 13,634 | 11,846 | 15% | ||||||
% of revenue | 19 | % | 17 | % |
In thousands | Three Months Ended September 30, | ||||||||
2019 | 2018 | 2019 vs. 2018 | |||||||
Reported Revenue | $ | 70,163 | $ | 65,971 | 6% | ||||
Segment EBITDA | (9,850 | ) | (16,468 | ) | 40% | ||||
% of revenue | (14 | )% | (25 | )% |
In thousands | Three Months Ended September 30, | ||||||||
2019 | 2018 | 2019 vs. 2018 | |||||||
Reported Revenue (1) | $ | 42,276 | $ | 7,715 | 448% | ||||
Segment EBITDA (1) | 1,717 | (4,722 | ) | 136% | |||||
% of revenue | 4 | % | (61 | )% |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
Net cash provided by operating activities | $ | 62,905 | $ | 22,220 | |||
Net cash used in investing activities | (29,363 | ) | (49,568 | ) | |||
Net cash (used in) provided by financing activities | (33,005 | ) | 31,643 |
• | Net income of $19.9 million |
• | Adjustments for non-cash items of $38.9 million primarily related to positive adjustments for depreciation and amortization of $42.5 million, share-based compensation costs of $5.4 million, partially offset by unrealized currency-related gains of $9.5 million and non-cash tax related items of $1.0 million |
• | Proceeds of debt of $203.4 million, net of payments |
• | The changes in operating assets and liabilities, excluding the impact of restructuring-related payments, were a source of cash during the period, driven by increases in accrued expenses |
• | Purchases of our ordinary shares for $231.9 million |
• | Capital expenditures of $14.2 million of which the majority related to the purchase of manufacturing and automation equipment for our production facilities and computer and office equipment |
• | Internal costs for software and website development that we have capitalized of $12.5 million |
• | Payments for acquisitions of $4.3 million, net of cash acquired |
• | Payments for finance lease arrangements of $2.7 million |
In thousands | |||
September 30, 2019 | |||
Maximum aggregate available for borrowing | $ | 1,578,662 | |
Outstanding borrowings of senior secured credit facility | (822,681 | ) | |
Remaining amount | 755,981 | ||
Limitations to borrowing due to debt covenants and other obligations (1) | (234,467 | ) | |
Amount available for borrowing as of September 30, 2019 (2) | $ | 521,514 |
In thousands | Payments Due by Period | ||||||||||||||||||
Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
Operating leases, net of subleases | $ | 179,453 | $ | 27,867 | $ | 57,952 | $ | 40,900 | $ | 52,734 | |||||||||
Purchase commitments | 142,015 | 85,011 | 28,921 | 28,083 | — | ||||||||||||||
Senior unsecured notes and interest payments | 596,000 | 28,000 | 56,000 | 56,000 | 456,000 | ||||||||||||||
Other debt and interest payments (1) | 937,484 | 95,792 | 205,591 | 635,691 | 410 | ||||||||||||||
Finance leases, net of subleases | 28,577 | 11,944 | 11,322 | 3,462 | 1,849 | ||||||||||||||
Other | 2,645 | 1,272 | 1,373 | — | — | ||||||||||||||
Total (2) | $ | 1,886,174 | $ | 249,886 | $ | 361,159 | $ | 764,136 | $ | 510,993 |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
GAAP operating income (loss) | $ | 25,379 | $ | (5,988 | ) | ||
Exclude expense (benefit) impact of: | |||||||
Depreciation and amortization | 42,535 | 40,718 | |||||
Waltham, MA lease depreciation adjustment (1) | — | (1,030 | ) | ||||
Share-based compensation expense (2) | 4,750 | 8,916 | |||||
Certain impairments and other adjustments | (176 | ) | (87 | ) | |||
Restructuring-related charges | 2,190 | 170 | |||||
Interest expense for Waltham, MA lease (1) | — | (1,849 | ) | ||||
Realized gains on currency derivatives not included in operating income (loss) | 4,838 | 1,607 | |||||
Adjusted EBITDA | $ | 79,516 | $ | 42,457 |
In thousands | Three Months Ended September 30, | ||||||
2019 | 2018 | ||||||
Net cash provided by operating activities | $ | 62,905 | $ | 22,220 | |||
Purchases of property, plant and equipment | (14,193 | ) | (21,026 | ) | |||
Purchases of intangible assets not related to acquisitions | — | (22 | ) | ||||
Capitalization of software and website development costs | (12,471 | ) | (11,233 | ) | |||
Adjusted free cash flow | $ | 36,241 | $ | (10,061 | ) |
• | Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net income when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net income and non-GAAP financial metrics, such as adjusted EBITDA. |
• | Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities. |
• | Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other income, net on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other income, net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with cross-currency swaps. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets |
Total Number of Shares Purchased | Average Price Paid Per Share (1) | Total Number of Shares Purchased as Part of a Publicly Announced Program | Approximate Number of Shares that May Yet be Purchased Under the Program | |||||||||
July 1, 2019 through July 31, 2019 | — | $ | — | — | 5,145,979 | |||||||
August 1, 2019 through August 31, 2019 | 1,182,411 | 115.75 | 1,182,411 | 3,963,568 | ||||||||
September 1, 2019 through September 30, 2019 | 781,218 | 122.15 | 781,218 | 3,182,350 | ||||||||
Total | 1,963,629 | $ | 118.29 | 1,963,629 | 3,182,350 |
Exhibit No. | Description | |
Common Draft Terms of Merger dated September 17, 2019 between Cimpress Limited and Cimpress N.V. is incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 19, 2019 | ||
Articles of Association of Cimpress N.V., as amended | ||
Separation Agreement dated August 12, 2019 between Cimpress USA Incorporated and Donald LeBlanc is incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 13, 2019 | ||
Cimpress N.V. 2019 Long Term Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 17, 2019 | ||
Award Agreement with Peter Kelly, dated October 11, 2019, under 2019 Long Term Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 17, 2019 | ||
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer | ||
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer | ||
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer | ||
101 | The following materials from this Annual Report on Form 10-Q, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Shareholder's Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements. |
By: | /s/ Sean E. Quinn | |
Sean E. Quinn | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
Article 1. |
a. | Board of Directors: the board of directors of the company; |
b. | Director: a member of the Board of Directors; |
c. | dependent company: has the meaning as referred to in article 2:152 Dutch Civil Code; |
d. | general meeting: the body consisting of the shareholders entitled to vote and other persons entitled to vote as well as the meeting of shareholders and other persons entitled to attend meetings; |
e. | group: has the meaning as referred to in article 2:24b Dutch Civil Code; |
f. | group company: a legal entity or company with which the company is affiliated in a group; |
g. | persons with voting rights: holders of shares with voting rights as well as holders of a right of usufruct on shares with the right to vote and holders of a right of pledge with a right to vote; |
h. | persons with meeting rights: persons with voting rights as well as shareholders who do not have the right to vote; |
i. | Lead Non-Executive Director: means the chairman (voorzitter) of the Board of Directors as referred to in article 2:129a Dutch Civil Code; |
j. | subsidiary: has the meaning as referred to in article 2:24a Dutch Civil Code; |
k. | written/in writing: with respect to the provision of these articles of association the requirement of being in writing shall also be complied with if the notification, announcement, statement, acknowledgement, decision-making, power of attorney, vote or request, have been laid down electronically. |
1. | The name of the company is: Cimpress N.V. |
2. | The company has its seat in Venlo. |
3. | The company may have branch offices and branch establishments in other jurisdictions. |
• | to participate in, to finance, to collaborate with, to conduct the management of companies and other enterprises and provide advice and other services, including in relation to the conduct of online commerce; |
• | to acquire, use and/or assign industrial and intellectual property rights and real property; |
• | to invest funds; |
• | the borrowing, lending and raising funds, including the issuance of bonds, promissory notes or other securities or evidence of indebtedness as well as entering into agreements in connection with these activities; |
• | to provide security for the obligations of legal persons or of other companies with which the company is affiliated in a group or for the obligations of third parties, including by means of issuing guarantees and pledging collateral; |
• | to undertake all that which is connected to the foregoing or in furtherance thereof, |
1. | The company's authorized capital amounts to two million (2,000,000) and is divided into one hundred million (100,000,000) ordinary shares and one hundred million (100,000,000) preferred shares, each share with a nominal value of one eurocent (EUR 0.01). |
2. | Wherever the term 'shares' or 'shareholders' is used in the present articles of association this shall be construed to mean the classes of shares mentioned in paragraph 1 or the respective holders of those classes of shares, unless the contrary has been stated explicitly or appears from the context. |
3. | All shares shall be registered shares. |
4. | The company cannot cooperate with the issue of depositary receipts issued for shares in its own capital. |
1. | Shares shall be issued pursuant to a resolution of the general meeting, or pursuant to a resolution of the Board of Directors if designated thereto by the general meeting for a period not exceeding five years. |
2. | The resolution of the general meeting to issue shares and the resolution to designate the Board of Directors can only be adopted pursuant to a proposal thereto by the Board of Directors. |
3. | Within eight days after a resolution of the general meeting to issue shares or to designate the Board of Directors to issue shares, as referred to above, the Board of Directors shall deposit a complete text thereof at the Trade Register. |
4. | If preferred shares are issued, a general meeting will be convened to be held not later than twenty-four months after the day on which for the first time preferred shares were issued. |
5. | The previous provisions of this article shall apply mutatis mutandis to granting rights to acquire shares, but do not apply to the issue of shares to a party exercising a previously obtained right to acquire shares. |
6. | Issue of shares shall never be below par, without prejudice to the provisions of article 2:80 paragraph 2 Dutch Civil Code. |
7. | Ordinary shares shall be issued against payment of at least the nominal value; preferred shares may be issued against partial payment, provided that at least one fourth of the nominal value must be paid upon the issuance. |
8. | Payment on shares must be made in cash to the extent that no other contribution has been agreed, subject to the provisions of article 2:80b Dutch Civil Code. |
9. | The Board of Directors may at any desired time determine the day on which further payments on non-fully paid-up preferred shares must be made, and in what amount. |
10. | The Board of Directors is authorized, without any prior approval of the general meeting, to perform legal acts within the meaning of article 2:94 paragraph 1 Dutch Civil Code. |
1. | Without prejudice to the applicable legal provisions, upon the issue of ordinary shares, each holder of ordinary shares has a pre-emptive right in proportion to the aggregate amount of ordinary shares held by him. |
2. | Upon the issue of preferred shares, every holder of preferred shares has a pre-emptive right in proportion to the aggregate amount of preferred shares held by him. |
3. | Holders of preferred shares have no pre-emptive right to ordinary shares to be issued. Holders of ordinary shares have no pre-emptive right to preferred shares to be issued. |
4. | A shareholder shall have no pre-emptive right in respect of shares: |
• | issued for a non-cash contribution; |
• | issued to employees of the company or of a group company; and |
• | that are issued to a party exercising a previously obtained right to acquire shares. |
5. | The Board of Directors shall announce an issue with pre-emptive rights and the time frame within which the pre-emptive rights may be exercised in the Government Gazette (Staatscourant), in the official price list, and in a national daily distributed newspaper and in such other manner as may be required to comply with applicable stock exchange regulations, if any, unless the announcement to all holders of shares is made in writing and sent to the address stated by them. |
6. | The pre-emptive right may be exercised at least two weeks after the day of the announcement in the Government Gazette or, if the announcement is made in writing, at least two weeks after the day of the mailing of the announcement. |
7. | The pre-emptive right may be restricted or excluded by resolution of the general meeting or by the Board of Directors if designated thereto by the general meeting, for a period not exceeding five years, and if the Board of Directors is also authorized to issue shares during that period. |
8. | A resolution of the general meeting to restrict or exclude the pre-emptive right or to designate the Board of Directors as competent body as referred to in paragraph 7 requires a majority of at least two-thirds of the votes cast, if less than half of the issued capital is represented at the meeting. |
9. | In granting rights to acquire ordinary or preferred shares, the holders of ordinary shares or preferred shares, respectively, have a pre-emptive right; the above provisions of this article shall apply. |
1. | The company cannot subscribe for shares in its own capital. |
2. | Any acquisition by the company of shares in its own capital that are not fully paid-up shall be null and void. |
3. | In accordance with the provisions of article 2:98 Dutch Civil Code, the company may acquire fully paid-up shares in its own capital if: |
a. | the shareholders' equity less the acquisition price is not less than the sum of the paid in and called up part of its capital and the reserves that it is required to maintain by law; |
b. | the nominal value of the shares to be acquired in its capital, which the company itself holds or holds in pledge, or which are held by a subsidiary is not more than half of the issued capital; and |
c. | the acquisition is authorized by the general meeting. |
4. | For the purposes of subparagraph a of paragraph 3, the amount of the shareholders' equity according to the last adopted balance sheet shall be reduced by the acquisition price of shares in the capital of the company, the amount of loans as described in article 2:98c paragraph 2 Dutch Civil Code and distributions to others from profits or reserves which may have become due by the company and its subsidiaries after the balance sheet date. If more than six months have elapsed since the commencement of the financial year, and no annual accounts have been adopted, then an acquisition in accordance with paragraph 3 above shall not be permitted. |
5. | The company may only take its own shares in pledge in accordance with the applicable statutory provisions. |
6. | The company is not entitled to any distributions from shares in its own capital. |
7. | At the general meeting no vote may be cast for shares held by the company or a subsidiary. |
8. | The preceding paragraphs shall not apply to shares which the company acquires |
• | for no consideration; or |
• | by universal succession of title (verkrijging onder algemene titel). |
9. | The term 'shares' as used in this article shall include depositary receipts issued for shares. |
1. | The company may not provide collateral, guarantee the price, otherwise guarantee or bind itself jointly or severally with or for third parties, for the purpose of the subscription or acquisition by third parties of shares in its capital. |
2. | The company and its subsidiaries may not provide loans for the purpose of the subscription or acquisition by third parties of shares in the capital of the company, unless the Board of Directors resolves to do so and the requirements described in article 2:98c Dutch Civil Code are met. |
3. | Paragraphs 1 and 2 shall not apply if shares or depositary receipts of shares are subscribed or acquired by or for employees of the company or a group company. |
1. | The general meeting may decide to reduce the issued capital upon proposal by the Board of Directors and subject to the provisions of article 2:99 Dutch Civil Code, by cancellation of shares or by reducing the amount of the shares by amendment of these articles of association. |
• | shares held by the company itself or of which it holds the depositary receipts; |
• | preferred shares with repayment of the nominal amount paid on the preferred shares, increased by (i) any deficit in the payment of dividend as referred to in article 22 paragraph 2 and (ii) an amount equal to the percentage referred to in article 22 paragraph 2 on the compulsory amount paid on the preferred shares, calculated over the period starting on the first day of the last full financial year prior to the cancellation and ending on the day of the payment on preferred shares as referred to in this article, with due observance of the fact that any and all dividends and/or other distributions paid on the preferred shares relating to such period shall be deducted from the payment as referred to in this subparagraph. |
2. | Partial repayment on shares or discharge of the obligation to pay, as referred to in article 2:99 Dutch Civil Code, may also be effected exclusively with respect to a separate class of shares. |
3. | For a resolution to reduce the capital, a majority of at least two-thirds of the votes cast shall be required if less than half of the issued capital is represented at the meeting. |
1. | The Board of Directors shall keep a register in which the names and addresses of all holders of shares are recorded, indicating the date on which they acquired the shares, the date of the acknowledgement or service as well as the amount paid-up on each share. If also an electronic address is disclosed by a shareholder for the purpose of entry into the register, such disclosure is deemed to entail the consent to receive all notifications and announcements for a meeting via electronic means. |
2. | The Board of Directors shall be authorized to keep a part of the register outside the Netherlands. |
3. | The Board of Directors shall determine the form and contents of the register with due observance of the provisions of paragraphs 1 and 2 hereof. |
4. | Upon request the Board of Directors shall provide shareholders and those who have a right of usufruct or pledge in respect of such shares free of charge with an extract from the register in respect of their rights to a share. |
5. | The Board of Directors shall be authorized to provide the authorities with information and data contained in the register of shareholders or have the same inspected to the extent that this is requested to comply with applicable foreign legislation or rules of the stock exchange where the company's shares are listed. |
1. | A transfer of a share or a right in rem (beperkt recht) thereto requires a deed of transfer and, except in the event the company itself is party to that legal act, acknowledgement in writing by the company of the transfer. |
2. | The provisions of paragraph 1 shall apply mutatis mutandis to the creation or release of a right of usufruct and a right of pledge. |
1. | Each transfer of preferred shares requires the approval of the Board of Directors. |
2. | The approval of the Board of Directors shall be applied for by means of a letter directed to the company, setting out the number of preferred shares for which a decision is sought and the name of the person to whom the applicant wishes to make the transfer. |
3. | Approval of the Board of Directors shall be deemed to have been granted, if no decision on the application for approval has been made within one month. |
4. | The price to be paid for the shares with respect to which a request has been made shall be determined by mutual agreement of the applicant and the Board of Directors. |
5. | The applicant is authorized to withdraw within one month after being definitively informed of the price. |
6. | The company may only be designated as an interested party with the applicant's approval. |
7. | If, within one month after being informed of the definite price, the applicant has not withdrawn the request to transfer, the preferred shares, to which the application pertained, must be transferred to the interested party (parties) against payment within one month after the aforementioned period elapses. |
8. | If a legal person, which holds preferred shares, is dissolved, if a holder of preferred shares is declared bankrupt or has been granted suspension of payments and in the event of a transfer of preferred shares under universal title, the holder of preferred shares, or its successors in title is/are obliged to transfer the preferred shares to one or more persons designated by the Board of Directors in accordance with the provisions of this article. |
1. | The company shall have a Board of Directors consisting of at least one executive director and at least two non-executive directors. Only individuals (natuurlijke personen) may be appointed as member of the Board of Directors |
2. | Executive directors and non-executive directors shall be appointed by the general meeting from a binding nomination to be drawn up by the Board of Directors in accordance with article 2:133 of the Dutch Civil Code, which nomination shall specify whether the Director is nominated as executive director or non-executive director. |
3. | If the appointment of a Director occurs pursuant to and in accordance with a binding nomination prepared by the Board of Directors, and the list of candidates contains one candidate for each vacancy to be filled, the proposed candidate shall be appointed in accordance with article 2:133 paragraph 3 of the Dutch Civil Code, unless the binding nature of the nomination was overruled by the general meeting in accordance with article 13 paragraph 5. |
4. | In the event the Board of Directors exercises its right to prepare a binding nomination, the general meeting may overrule the binding nature of such nomination by a resolution of the general meeting adopted with a majority of two thirds of the votes cast, representing more than half of the issued share capital. No second meeting as referred to in article 2:120 paragraph 3 of the Dutch Civil Code can be convened. |
5. | At a general meeting, votes in respect of the appointment of a Director can only be cast for candidates named in the agenda of the meeting or explanatory notes thereto. |
6. | If the Board of Directors fails to make use of its right to submit a binding nomination for a Director or fails to do so in due time, the general meeting shall be unrestricted in its nomination and appointment of such Director. |
7. | In each case in which the general meeting is unrestricted in its nomination and appointment of a Director, the resolution for the appointment of a Director by the general meeting shall require a majority of two thirds of the votes cast, representing more than half of the issued share capital. No second meeting as referred to in article 2:120 paragraph 3 of the Dutch Civil Code can be convened. |
8. | Each Director shall be appointed for a maximum term of four years, provided, however, that unless such Director resigns or is suspended or dismissed at an earlier date, his term of office shall lapse immediately after the general meeting held four years after his last appointment. |
9. | Directors may be suspended or dismissed by the general meeting at any time. A resolution of the general meeting to suspend or dismiss a Director pursuant to and in accordance with a proposal by the Board of Directors shall be passed with an absolute majority of the votes cast. |
10. | An executive director may also be suspended by the Board of Directors at any time. A suspension by the Board of Directors may at any time be discontinued by the general meeting and automatically lapses if the general meeting does not resolve to dismiss such Director within three months from the date of such suspension. |
1. | The company shall have a policy governing the remuneration of the Board of Directors. |
2. | The remuneration of each individual executive director and non-executive director will be determined by the Board of Directors with due observance of the remuneration policy referred to in article 14 paragraph 1. |
1. | The Board of Directors may appoint a Director as chief executive officer for such period as the Board of Directors may decide. In addition, the Board of Directors may grant other titles to a Director. |
2. | The Board of Directors shall appoint a non-executive director chairman (voorzitter) of the Board of Directors as referred to in article 2:129a Dutch Civil Code who will hold the title of Lead Non-Executive Director for such a period as the Board of Directors may decide. |
3. | The Board of Directors may appoint a secretary who does not need to be a member of the Board of Directors. The secretary may be removed from office at any time by the Board of Directors. |
1. | With due observance of the limitations set forth in these articles of association and subject to the allocation of duties referred to in article 16 paragraph 4, the Board of Directors is vested with the management of the company. |
2. | Without prejudice to its own responsibility, the Board of Directors is authorized to appoint persons with authority to represent the company and, by granting of a power of attorney, conferring such titles and powers as shall be determined by the Board of Directors. |
3. | The Board of Directors may adopt, in writing, an internal allocation of duties for each Director individually, provided that the duty to supervise the performance of the executive directors cannot be taken away from the non-executive directors, and preparing nominations for the appointment of Directors and the determination of the remuneration of executive directors cannot be allocated to an executive director. |
4. | In addition to the relevant provisions of these articles of association, the Board of Directors may adopt internal rules regulating its decision-making process and working methods, including rules in the event of conflicts of interest. |
5. | The Board of Directors shall adopt resolutions by an absolute majority of the total number of votes cast by the Directors, unless the second sentence of article 16 paragraph 4 applies. |
6. | Blank votes shall be considered null and void. |
7. | At meetings of the Board of Directors, each Director shall be entitled to cast one vote. |
8. | A Director may not participate in the deliberation and the decision-making process of the Board of Directors if it concerns a subject in which such Director has a direct or indirect personal interest which conflicts with the interest of the company and its business enterprise. |
9. | Decisions of the Board of Directors involving a substantial (belangrijke) change in the company’s identity or character are subject to the approval of the general meeting, including decisions involving: |
a. | the transfer of the enterprise or practically the whole enterprise to third parties; |
b. | to enter or to terminate longstanding joint ventures of the company or a subsidiary with another legal entity or company or as fully liable partner in a limited partnership or a general partnership if this joint venture or termination of such a joint venture is of a major significance to the company; |
c. | to acquire or dispose of a participation in the capital of a company worth at least one third of the amount of the assets according to the balance sheet with explanatory notes thereto, or if the company prepares a consolidated balance sheet according to such consolidated balance sheet with explanatory notes according to the last adopted annual account of the company, by the company or a subsidiary. |
10. | Failure to obtain the approval as referred to in article 16 paragraph 9 shall not affect the authority of the Board of Directors or the Directors to represent the company in connection with such transaction. |
1. | The Board of Directors may establish such committees as it may deem necessary, which committees may consist of one or more Directors or of other persons. |
2. | The Board of Directors shall determine the duties and powers of the committees referred to in article 17 paragraph 1. |
1. | In the event that one or more Directors are absent or not able to act, the powers of the Board of Directors shall continue unaffected. |
2. | In the event of the absence or inability to act of all executive directors, the non-executive directors shall be authorized to temporarily entrust the task and duties of the executive directors to other persons. In the event of the absence or inability to act of all non-executive directors or all of the Directors, a person to be appointed for that purpose by the general meeting, whether or not from among its members, shall be temporarily entrusted with the management of the Company. |
1. | The company shall be represented by the Board of Directors. |
2. | In addition, the authority to represent the company is vested in each executive director. |
1. | The company shall indemnify any person who is a member of the Board of Directors (each of them an 'indemnified person') and who was or is in his capacity as member of the Board of Directors a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative or any action, suit or proceeding in order to obtain information (other than an action, suit or proceeding instituted by or on behalf of the company), against any and all liabilities including all expenses (including attorneys' fees), judgments, fines, amounts paid in settlement and other financial losses, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company. |
2. | No indemnification pursuant to paragraph 1 of this article shall be made in respect of any claim, issue or matter: |
• | as to which such person shall have been adjudged in a final and non-appealable judgment by a Dutch judge to be liable for gross negligence or willful misconduct in the performance of his duty to the company, unless and only to the extent that the judge before whom such action or proceeding was brought or any other Dutch judge having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to a compensation which the judge before whom such action or proceeding was brought or such other judge having appropriate jurisdiction shall deem proper; or |
• | insofar costs and losses have been insured under any insurance and the insurance company has reimbursed to him the costs and losses. |
3. | Expenses (including attorneys' fees) incurred by an indemnified person in defending a civil or criminal action, suit or proceeding shall be paid by the company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of an indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company as authorized in this article. |
4. | The indemnification provided for by this article shall not be deemed exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled under the laws of the Netherlands as from time to time amended or under any by-laws, agreement, resolution of the general meeting or of the members of the Board of Directors who are not an interested party in this matter or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a member of the Board of Directors, but was a member of the Board of Directors at any time after the execution of this deed of amendment and shall also inure to the benefit of the heirs, executors and administrators of the estate of such person. |
5. | The company may purchase and maintain insurance on behalf of any indemnified person, whether or not the company would have the power to indemnify him against such liability under the provisions of this article. |
6. | No amendment or repeal of this article shall adversely affect any right to protection of any person entitled to indemnification or advancement of expenses under this article prior to such amendment or repeal. |
1. | The company's financial year shall begin on the first day of July and end on the thirtieth day of June of the following year. |
2. | The Board of Directors shall prepare the annual accounts within the period prescribed by law. |
3. | The general meeting shall instruct a registered accountant or a firm of registered accountants, as defined in article 2:393 paragraph 1 Dutch Civil Code, to audit the annual accounts and the annual report by the Board of Directors, to report thereon, and to issue an auditor's certificate with respect thereto. |
4. | If the general meeting fails to issue such instructions, the Board of Directors shall be authorized to do so. |
5. | The company shall ensure that, as of the day on which a general meeting at which they are to be considered, is called, the annual accounts, the annual report and the additional information to be provided pursuant to article 2:392 paragraph 1 Dutch Civil Code are available for examination by those entitled to attend meetings. |
6. | The annual accounts shall be adopted by the general meeting. |
7. | The annual accounts shall not be adopted if the general meeting is unable to take cognizance of the certificate as referred to in paragraph 3 of this article, unless, together with the remaining information as referred to in article 2:392 Dutch Civil Code, a legitimate ground is given why the certificate is lacking. |
8. | The company shall be obliged to make its annual accounts publicly available at the Trade Register. |
1. | The company may make distributions to the shareholders and other persons entitled to the distributable profits only to the extent that the company's shareholders' equity exceeds the sum of the paid-in capital and the reserves which it is required by law to maintain. |
2. | From the profits as they appear from the annual accounts: |
• | first of all, on the preferred shares a dividend will be distributed to the amount of a percentage on the amount paid on those shares, which equals twelve months 'EURIBOR', as published by De Nederlandsche Bank N.V. - calculated according to the number of days the rate applied - during the financial year to which the distribution relates, increased by a premium to be determined by the Board of Directors in line with market conditions per the date of the first issue of the preferred shares with a maximum of five hundred basis points. |
• | Secondly, the Board of Directors shall determine which part of the profits remaining after application of the first bullet shall be reserved. |
3. | The Board of Directors may make interim distributions only to the extent that the requirements set forth in paragraph 1 above are satisfied as apparent from an (interim) financial statement drawn up in accordance with the law. |
4. | The Board of Directors may decide that a distribution on shares is not made entirely or partly in cash, but rather in shares in the company. |
5. | On proposal of the Board of Directors the general meeting may decide to make payments to holders of shares from the distributable part of the shareholders' equity. |
6. | Any claim a shareholder may have to a distribution shall lapse after five years, to be computed from the day on which such a distribution becomes payable. |
1. | The annual general meeting shall be held every year within six months of the end of the financial year, in which shall, in any event, be considered: |
• | the consideration of the annual report; |
• | the adoption of the annual accounts; |
• | any other matters put forward by the Board of Directors and announced pursuant to this article. |
2. | General meetings will be held in Amsterdam, Baarlo, Venlo, The Hague, Rotterdam, Haarlemmermeer (Schiphol) or in Deventer. |
3. | General meetings shall be convened by the Board of Directors in the manner and with reference to the applicable provisions of the legislation and applicable stock exchange regulations and with consideration of the applicable terms. |
4. | The convocation states: |
a. | the subjects to be discussed; |
b. | the place and time of the general meeting; |
c. | the procedure for participation in the general meeting and the exercise of voting rights in person or by proxy. |
5. | Extraordinary general meetings shall be held as often as the Board of Directors deems this necessary. |
6. | An item proposed by one or more shareholders having the right thereto according to applicable law, will be included in the convocation or announced in the same manner, provided the company receives such substantiated request or a proposal for a resolution in writing no later than the sixtieth day prior to the day of the meeting. |
1. | The general meetings will be chaired by the Lead Non-Executive Director, or, in his absence, by a non-executive director appointed by the Board of Directors; if the Lead Non-Executive Director is absent and no other non-executive director of the Board of Directors has been appointed in his place, an executive director of the Board of Directors may chair the meeting, and if no executive director of the Board Directors is present, the general meeting shall appoint the chairman. |
2. | Minutes shall be kept of the items dealt with at the general meeting. |
3. | The chairman of the meeting as well as any member of the Board of Directors may at all times commission the drawing up of a notarial record of the meeting at the company's expense. |
4. | The chairman shall decide on all disputes with regard to voting, admitting people and, in general the procedure at the meeting, insofar as this is not provided for by law or the articles of association. |
1. | Each shareholder, as well as each other person with voting rights and/or meeting rights, is entitled, in person or through an attorney authorized in writing for the specific meeting, or by proxy, to attend the general meeting, to address the meeting and, in the event the shareholder is entitled to the voting rights, to exercise the voting rights. |
2. | The Board of Directors may resolve that for the application of the provision in paragraph 1, persons with voting rights and/or meeting rights are considered to be those persons who (i) on a date determined by the Board of Directors (the 'record date') are persons with voting rights and/or meeting rights with respect to a share, and (ii) are registered in (a) register(s) determined by the Board of Directors (the 'register'), provided that (iii) that person with voting rights and/or meeting rights gave notice to the company of his intention to attend the general meeting, irrespective of who at the time of the general meeting is a person with voting rights and/or meeting rights. |
3. | In case the Board of Directors does not use the authority referred to in paragraph 2, persons with voting rights and/or meeting rights with respect to shares, must give written notice to the Board of Directors of their intention to exercise the rights referred to in paragraph 1 at the general meeting, at such places and at such date as the Board of Directors will give notice of in the notice for the general meeting. |
4. | Insofar applicable, the convocation notice shall state the record date as well as where and how the registration as referred to in paragraph 2 is to take place, and, in so far as votes can be cast electronically, the way in which the rights of the person entitled to vote and to attend a meeting can be exercised. |
5. | A person entitled to vote and/or attend meetings, who wants to be represented in the general meeting by an attorney authorized in writing or proxy, must hand in their power of attorney or duly executed proxy at the office of the company or at another place to be designated by the company within the period laid down on the convocation notice; or inform the company about the power of attorney by electronic means. |
6. | The attendance list must be signed by each person with voting rights and/or meeting rights or his representative. |
7. | The Directors shall have the right to attend the general meeting. |
8. | The Board of Directors may decide that every shareholder is entitled to participate in, to address and to vote in the general meeting by way of an electronic means of communication, in person or by proxy, provided the shareholder may by the electronic means of communication be identified, directly take notice of the discussion in the meeting and participate in the deliberations. |
9. | In the event a record date issued as referred to in paragraph 2, the Board of Directors may stipulate that votes cast prior to the general meeting by electronic means are equated with votes cast during the meeting. |
1. | Each share shall confer the right to cast one vote. |
2. | Insofar as the law or these articles of association do not prescribe a larger majority, resolutions shall be passed by a simple majority of votes cast in a meeting where at least one third of the outstanding shares are represented. |
3. | The chairman of the meeting determines the method of voting, which includes oral, written or electronic voting. |
4. | In the event the votes tie, the issue shall be decided by drawing lots, if it involves a proposal pertaining to individuals. |
5. | Blank votes and invalid votes shall be considered as not having been cast. |
1. | On proposal of the Board of Directors, the general meeting may resolve to amend the company's articles, to conclude a legal merger (juridische fusie) or a demerger (splitsing), or to dissolve the company. |
2. | The full proposal shall be available at the offices of the company from the day of the convocation to the general meeting until the close of same for inspection by those who are entitled to attend meetings; the copies of this proposal shall be made available free of charge to those who are entitled to attend meetings. |
3. | Upon dissolution, the liquidation of the company shall be effected by the Board of Directors, unless the general meeting has designated other liquidators. |
4. | The remainder of the company's assets after payment of all debts and the costs of the liquidation shall be distributed as follows: |
a. | first, the holders of the preferred shares shall be paid the nominal amount paid on their preferred shares, increased by (i) any deficit in the payment of dividend as referred to in article 22 paragraph 2 and (ii) an amount equal to the percentage referred to in article 22 paragraph 2 on the compulsory amount paid on the preferred shares, calculated over the period starting on the first day of the last full financial year prior to the liquidation and ending on the day of the payment on preferred shares as referred to in this article, with due observance of the fact that any and all dividends and/or other distributions paid on the preferred shares relating to such period shall be deducted from the payment as referred to in this subparagraph; |
b. | the remainder shall be paid to the holders of ordinary shares, in proportion to the number of ordinary shares that each party owns. |
5. | During the liquidation, the provisions of the articles of association shall remain in force in as much as possible. |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cimpress N.V.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Robert S. Keane | ||
Robert S. Keane | ||
Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cimpress N.V.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Sean E. Quinn | ||
Sean E. Quinn | ||
Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | October 31, 2019 | /s/ Robert S. Keane | ||
Robert S. Keane | ||||
Chief Executive Officer | ||||
Date: | October 31, 2019 | /s/ Sean E. Quinn | ||
Sean E. Quinn | ||||
Chief Financial Officer |
Goodwill (Tables) |
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Schedule of goodwill | The carrying amount of goodwill by reportable segment as of September 30, 2019 and June 30, 2019 was as follows:
_________________ (1) During the first quarter of fiscal 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. (2) Due to changes in the composition of our reportable segments during the first quarter of fiscal 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment. Refer to Note 12 for additional details on the changes in our reportable segments. (3) Related to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar.
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Commitments and Contingencies |
3 Months Ended |
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Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations At September 30, 2019, we had unrecorded commitments under contract of $142,015, including third-party web services of $75,965 and inventory and third-party fulfillment purchase commitments of $38,215. In addition, we had purchase commitments for professional and consulting fees of $3,959, production and computer equipment purchases of $3,821, commitments for advertising campaigns of $796, and other unrecorded purchase commitments of $19,259. Other Obligations We deferred payments for several of our acquisitions resulting in the recognition of a liability of $2,645 in aggregate for the three months ended September 30, 2019. Legal Proceedings We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.
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Summary of Significant Accounting Policies Summary of Significant Accounting Principles (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Other Income | The following table summarizes the components of other income, net:
_____________________ (1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three months ended September 30, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. The unrealized gain related to cross-currency swaps was $4,678 for the three months ended September 30, 2019 while we had an unrealized loss of $837 for the three months ended September 30, 2018.
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Schedule of Weighted Average Number of Shares | The following table sets forth the reconciliation of the weighted-average number of ordinary shares:
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.
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Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019:
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Other Balance Sheet Components Other liabilities (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Jul. 01, 2019 |
Jun. 30, 2019 |
---|---|---|---|
Schedule of other liabilities [Line Items] | |||
Finance Lease, Liability, Noncurrent | $ 21,006 | $ 16,036 | |
Derivative Liability, Noncurrent | 18,400 | 15,886 | |
Other liabilities | 53,708 | $ 46,547 | 53,716 |
Other Noncurrent Liabilities [Member] | |||
Schedule of other liabilities [Line Items] | |||
Other liabilities | $ 14,302 | $ 21,794 |
Variable Interest Entity (Details) $ in Thousands |
3 Months Ended |
---|---|
Sep. 30, 2019
USD ($)
| |
Variable Interest Entity [Line Items] | |
Variable Interest Entity, Ownership Percentage | 53.70% |
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent | $ 0 |
Due from Employees, Noncurrent | $ 0 |
Commitments and Contingencies (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
|
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 142,015 | |
Amounts accrued related to business acquisitions | 2,645 | $ 5,832 |
Third-party web services [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 75,965 | |
Professional Fees [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 3,959 | |
Production and Computer Equipment [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 3,821 | |
Inventories [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 38,215 | |
Advertising Purchase Commitment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 796 | |
Other purchase commitments [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 19,259 |
Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leasing Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets And Liabilities, Lessee [Table Text Block] | The following table presents the classification of right-of-use assets and lease liabilities as of September 30, 2019:
Other information about leases is as follows:
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Lease, Cost [Table Text Block] | The following table represents the lease expenses for the three months ended September 30, 2019:
Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.
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Lessee, Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under non-cancelable leases as of September 30, 2019 were as follows:
As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard, the following is a summary of future minimum lease payments under non-cancelable leases and build-to suit arrangements as of June 30, 2019:
___________________ (1) Build-to-suit minimum payments at June 30, 2019 related to our Waltham, Massachusetts and Dallas, Texas leases, refer to Note 2 for additional details.
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Other Balance Sheet Components (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses | Accrued expenses included the following:
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Other Current Liabilities | Other current liabilities included the following:
(1) Due to our adoption of the new leasing standard on July 1, 2019, our Waltham, Massachusetts lease, which was previously classified as build-to-suit, is now classified as an operating lease and therefore the lease financing obligation has been de-recognized. Refer to Note 2 for additional details.
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Other Liabilities | Other liabilities included the following:
|
Fair Value Measurements (Details) - USD ($) $ in Thousands |
Sep. 30, 2019 |
Jun. 30, 2019 |
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | $ 1,227,832 | $ 1,023,567 |
Debt Instrument, Fair Value Disclosure | 1,256,305 | 1,045,334 |
Total debt, Gross [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | 1,239,222 | 1,035,585 |
Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 50,661 | 20,177 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 18,390 | 16,338 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 144 | |
Derivative Liability | (18,390) | 12,895 |
Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 5,924 | |
Derivative Liability | (915) | |
Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 36,072 | 15,268 |
Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 8,665 | 4,765 |
Derivative Liability | (42) | |
Not Designated as Hedging Instrument [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 31,078 | 16,658 |
Derivative Liability | (131) | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 22,412 | 11,865 |
Foreign Currency Contract, Asset, Fair Value Disclosure | 21,237 | 10,754 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 8,666 | 4,793 |
Derivative Liability | 0 | (42) |
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,665 | 4,765 |
Fair Value, Inputs, Level 2 [Member] | Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 50,661 | 20,177 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 18,390 | 16,338 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 144 | |
Derivative Liability | (18,390) | 12,895 |
Fair Value, Inputs, Level 2 [Member] | Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 5,924 | |
Derivative Liability | (915) | |
Fair Value, Inputs, Level 2 [Member] | Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 36,072 | 15,268 |
Derivative Liability | $ 2,486 | 2,486 |
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 4,765 | |
Derivative Liability | $ (42) |
Goodwill |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Acquired Intangible Assets | Goodwill The carrying amount of goodwill by reportable segment as of September 30, 2019 and June 30, 2019 was as follows:
_________________ (1) During the first quarter of fiscal 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. (2) Due to changes in the composition of our reportable segments during the first quarter of fiscal 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment. Refer to Note 12 for additional details on the changes in our reportable segments. (3) Related to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar.
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Noncontrolling interests |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interests | Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business' management team owns a minority portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income (loss) in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity. We recognize redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis, if that amount exceeds the fair value. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value is offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations. Redeemable Noncontrolling Interests PrintBrothers During the fourth quarter of fiscal 2019, we sold a minority equity interest in each of the three businesses within our PrintBrothers reportable segment to members of the management team. We received proceeds of €50,173 ($57,046 based on the exchange rate on the date we received the proceeds) in exchange for an equity interest in each of the businesses ranging from 12% to 13%. As of June 30, 2019, we recognized the redeemable noncontrolling interest at fair value of $57,046. The put options associated with the redeemable noncontrolling interest are exercisable beginning in 2021, while the associated call options become exercisable in 2026. As of September 30, 2019, the redemption value was less than the carrying value, and therefore no adjustment was required. All Other Businesses On October 1, 2018, we acquired approximately 99% of the outstanding equity interests of Build A Sign LLC. The remaining 1% is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. On the acquisition date, we recognized the redeemable noncontrolling interest at fair value of $3,356. As of September 30, 2019, the redemption value was less than the carrying value, and therefore no adjustment was required. On July 2, 2018, we acquired approximately 73% of the shares of VIDA Group Co. The remaining 27% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future not solely within our control. The shares we hold include certain liquidation preferences to all other share classes, and therefore the noncontrolling interest will bear any losses until the recoverable value of our investment declines below the stated redemption value. As of September 30, 2019, the redemption value is less than the carrying value and therefore no adjustment has been made. The following table presents the reconciliation of changes in our noncontrolling interests:
___________________ (1) During the first quarter of fiscal 2020, we acquired majority equity interests related to two immaterial businesses within our PrintBrothers reportable segment.
|
Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Sep. 30, 2019 |
Jul. 01, 2019 |
Jun. 30, 2019 |
|
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Payments | $ 10,981 | ||
Cash Flow, Operating Activities, Lessee [Abstract] | $ 177 | ||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 7 months 17 days | ||
Total Lease Obligation, Future Minimum payments due | $ 238,609 | $ 234,191 | |
Finance Lease, Weighted Average Remaining Lease Term | 4 years 1 month 6 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 3.22% | ||
Finance Lease, Weighted Average Discount Rate, Percent | 3.21% | ||
Finance Lease, Principal Payments | $ 2,719 | ||
Amounts due for acquisition of businesses | 44,598 | 55,219 | |
Operating Lease, Expense | 10,881 | ||
Operating lease assets, net | 176,677 | $ 169,668 | 0 |
Finance Lease, Right-of-Use Asset | 25,928 | ||
Total Lease Assets | 202,605 | ||
Operating lease liabilities, current | 36,274 | 0 | |
Finance Lease, Liability, Current | 10,255 | 10,668 | |
Operating lease liabilities, non-current | 146,678 | 139,041 | 0 |
Finance Lease, Liability, Noncurrent | 21,006 | 16,036 | |
Finance Lease, Right-of-Use Asset, Amortization | 1,655 | ||
Finance Lease, Interest Expense | 177 | ||
Variable Lease, Cost | 2,894 | ||
Sublease Income | (1,102) | ||
Lease, Cost | 14,505 | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 31,732 | 30,269 | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 12,866 | 11,468 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 37,162 | 22,849 | |
Finance Lease, Liability, Payments, Due Year Two | 7,943 | 6,414 | |
Total Lease Obligation, Future Minimum payments due, in two years | 45,105 | 43,099 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 31,966 | 16,592 | |
Finance Lease, Liability, Payments, Due Year Three | 5,223 | 3,724 | |
Total Lease Obligation, Future Minimum payments due, in three years | 37,189 | 34,193 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 26,177 | 12,553 | |
Finance Lease, Liability, Payments, Due Year Four | 3,462 | 2,544 | |
Total Lease Obligation, Future Minimum payments due, in four years | 29,639 | 27,523 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 22,303 | 9,032 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 55,259 | 8,338 | |
Finance Lease, Liability, Payments, Due after Year Five | 2,672 | 2,403 | |
Finance Lease, Liability, Payments, Due Year Five | 1,844 | 1,565 | |
Total Lease Obligation, Future Minimum payments due, in five years | 24,147 | 22,760 | |
Amounts due for acquisition of businesses | 57,931 | 51,397 | |
Lessee, Operating Lease, Liability, Payments, Due | 204,599 | 99,633 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (21,647) | ||
Finance Lease, Liability, Undiscounted Excess Amount | (2,749) | ||
Total Lease Liability, Undiscounted Excess Amount | (24,396) | ||
Operating Lease, Liability | 182,952 | $ 176,383 | |
Finance Lease, Liability, Payment, Due | 34,010 | 28,118 | |
Finance Lease, Liability | 31,261 | ||
Total lease obligation | $ 214,213 | ||
Build-to-Suit [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance Lease, Liability, Payments, Due Next Twelve Months | 13,482 | ||
Finance Lease, Liability, Payments, Due Year Two | 13,836 | ||
Finance Lease, Liability, Payments, Due Year Three | 13,877 | ||
Finance Lease, Liability, Payments, Due Year Four | 12,426 | ||
Finance Lease, Liability, Payments, Due after Year Five | 40,656 | ||
Finance Lease, Liability, Payments, Due Year Five | 12,163 | ||
Finance Lease, Liability, Payment, Due | $ 106,440 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Lease Term | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Lease Term | 15 years |
Derivative Financial Instruments (Details) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Sep. 30, 2019
USD ($)
instrument
|
Sep. 30, 2018
USD ($)
|
Jun. 30, 2019
USD ($)
|
|
Derivative [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 3,143 | $ (3,246) | |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 19,357 | 7,577 | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 5,530 | 4,286 | |
Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 8,665 | $ 4,765 | |
Derivative Liability | (42) | ||
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 144 | ||
Derivative Liability | (18,390) | 12,895 | |
Notional Amount of Interest Rate Derivatives | 500,000 | ||
Notional value of contracts with future start date | 0 | ||
Total current and future notional amount | $ 500,000 | ||
Derivative, Number of Instruments Held | instrument | 9 | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 0 | 204 | |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 2,887 | ||
Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Number of Instruments Held | instrument | 653 | ||
Derivative, Notional Amount | $ 660,880 | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 19,357 | 7,373 | |
Derivative, Underlying Basis | Various | ||
Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 36,072 | 15,268 | |
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | $ 0 | ||
Derivative, Number of Instruments Held | instrument | 2 | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 3,332 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (2,598) | (262) | |
Interest Expense [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (4,590) | 872 | |
Fair value, recurring measurements [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Interest Expense [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (30) | (169) | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Other Income [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 5,564 | 1,240 | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (4,151) | (803) | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Income (loss) before taxes [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 5,534 | 1,071 | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Income Taxes [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (1,383) | (268) | |
Cash Flow Hedging [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 124,808 | ||
Net Investment Hedging [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 0 | 1,790 | |
Net Investment Hedging [Member] | Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, Number of Instruments Held | instrument | 9 | ||
Derivative, Notional Amount | $ 294,991 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 12,718 | $ 1,886 | |
Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 20,759 | 4,658 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | (18,390) | (16,207) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Derivative Liability | (18,390) | (16,207) | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 20,759 | 4,658 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | 144 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | (18,390) | (12,895) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Interest Rate Cash Flow Hedge Liability at Fair Value | (18,390) | (12,895) | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 144 | |
Designated as Hedging Instrument [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 5,924 | ||
Derivative Liability, Fair Value, Gross Liability | 0 | (915) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (915) | ||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 14,835 | 4,514 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (2,397) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | 0 | (2,397) | |
Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 31,078 | 16,658 | |
Derivative Asset, Fair Value, Gross Liability | (1,176) | 1,139 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (169) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 38 | |
Derivative Liability | (131) | ||
Derivative Asset | 29,902 | 15,519 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 8,666 | 4,793 | |
Derivative Asset, Fair Value, Gross Liability | 1 | 28 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (42) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Derivative Liability | 0 | (42) | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,665 | 4,765 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 22,412 | 11,865 | |
Derivative Asset, Fair Value, Gross Liability | (1,175) | 1,111 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (127) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 38 | |
Derivative, Net Liability Position, Aggregate Fair Value | (89) | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 21,237 | $ 10,754 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 0 | ||
Minimum [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Mar. 31, 2022 | ||
Minimum [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Oct. 15, 2019 | ||
Minimum [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jun. 19, 2024 | ||
Maximum [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Dec. 31, 2025 | ||
Maximum [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Apr. 16, 2024 | ||
Maximum [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jun. 19, 2024 | ||
Accounting Standards Update 2017-12 [Member] | Other Comprehensive Income Location [Domain] | |||
Derivative [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 153 |
Restructuring Charges (Tables) |
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Restructuring and Related Costs | The following table summarizes the restructuring activity during the three months ended September 30, 2019:
___________________ (1) Non-cash charges primarily include acceleration of share-based compensation expenses.
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Debt (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | Debt
_____________________ (1) Balances as of September 30, 2019 and June 30, 2019 are inclusive of short-term debt issuance costs and debt discounts of $2,419 for both periods presented.
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Accumulated Other Comprehensive Loss |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $1,929 for the three months ended September 30, 2019:
________________________ (1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of September 30, 2019 and June 30, 2019, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $11,987 and unrealized losses of $731, respectively, net of tax, have been included in accumulated other comprehensive loss.
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Income Taxes |
3 Months Ended |
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Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Our income tax expense was $6,115 and $5,481 for the three months ended September 30, 2019 and 2018, respectively. The increase in tax expense is primarily attributable to increased pre-tax income for the three months ended September 30, 2019 as compared to the same prior year period. In addition, during the three months ended September 30, 2018, we recognized a decrease in deferred tax assets of $5,574 related to Notice 2018-68 issued by the United States Internal Revenue Service, which provided guidance regarding amendments to Section 162(m) of the Internal Revenue Code contained in the Tax Cuts and Jobs Act. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is lower for fiscal 2020 as compared to fiscal 2019 primarily due to an expectation of a more favorable geographical mix of consolidated earnings. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. On May 19, 2019, Swiss voters approved the Federal Act on Tax Reform and AHV Financing (TRAF), which will be effective as of January 1, 2020. The TRAF legislation provides a framework for the cantons of Switzerland to modify their existing tax laws. Changes in cantonal tax law will be applicable to taxpayers only at the conclusion of both the federal and cantonal legislative processes, despite the fact that the federal framework law sets forth required changes to cantonal law. On September 1, 2019, voters in the canton of Zurich approved the cantonal implementation of TRAF. However, the official results of the Zurich referendum had not been published as of September 30, 2019. As such, TRAF is not considered enacted as of September 30, 2019. TRAF requires the abolishment of various favorable federal and cantonal tax regimes. TRAF also provides transitional relief measures, various tax benefits such as a patent box regime, and discretionary cantonal statutory tax rate reductions. While TRAF provides a variety of transitional measures and potential tax incentives to taxpayers, TRAF imposes a limitation whereby taxpayers can only eliminate up to 70% of their cantonal tax liability. We expect TRAF to be enacted in the quarter ending December 31, 2019, at which point we will remeasure our existing Swiss deferred tax assets and liabilities and establish new Swiss deferred tax assets related to transitional relief measures. We expect this will result in a material tax benefit in the quarter of enactment, but are unable to quantify the benefit at this time. As of September 30, 2019, we had unrecognized tax benefits of $5,300, including accrued interest and penalties of $498. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, the entire amount of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $400 to $800 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2016 through 2019 remain open for examination by the IRS and the years 2013 through 2019 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.
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Leases |
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Leasing Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | Leases We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2034. Our finance leases primarily relate to machinery and plant equipment. The following table presents the classification of right-of-use assets and lease liabilities as of September 30, 2019:
The following table represents the lease expenses for the three months ended September 30, 2019:
Future minimum lease payments under non-cancelable leases as of September 30, 2019 were as follows:
As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard, the following is a summary of future minimum lease payments under non-cancelable leases and build-to suit arrangements as of June 30, 2019:
___________________ (1) Build-to-suit minimum payments at June 30, 2019 related to our Waltham, Massachusetts and Dallas, Texas leases, refer to Note 2 for additional details. Other information about leases is as follows:
Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair presentation of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. Operating results for the three months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, 2020 or for any other period. The consolidated financial statements include the accounts of Cimpress N.V., its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Significant Accounting Policies Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2019. There have been no material changes to our significant accounting policies during the three months ended September 30, 2019, except the adoption of the new lease accounting standard, as discussed below.
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Share-Based Compensation | Share-based Compensation Total share-based compensation expense was $5,414 and $8,916 for the three months ended September 30, 2019 and 2018, respectively. During fiscal 2018, we issued supplemental performance share units ("supplemental PSUs") to certain members of management (excluding Robert Keane, our Chairman and CEO) that were incremental to our typical long-term incentive awards. The supplemental PSUs are subject to a three-year cumulative financial performance condition intended to provide a stretch goal for participants in addition to service vesting and share price performance conditions. During the three months ended September 30, 2018 we recognized $1,894 of share-based compensation expense related to supplemental PSUs and we subsequently reversed this expense in the second quarter of fiscal 2019, as we concluded the achievement of the three-year performance condition was no longer probable. As of September 30, 2019 we continue to believe the awards are not probable of achievement. If, in a future period, we determine that it is probable that the financial performance condition will be achieved based on our financial performance, we will cumulatively catch up the expense in that period. |
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Other Income (expense), net | Other Income, Net The following table summarizes the components of other income, net:
_____________________ (1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three months ended September 30, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. The unrealized gain related to cross-currency swaps was $4,678 for the three months ended September 30, 2019 while we had an unrealized loss of $837 for the three months ended September 30, 2018.
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Net Income Per Share | Net Income (Loss) Per Share Attributable to Cimpress N.V. Basic net income (loss) per share attributable to Cimpress N.V. is computed by dividing net income (loss) attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (loss) per share attributable to Cimpress N.V. gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), restricted share awards ("RSAs") and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares:
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.
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Lessee, Leases [Policy Text Block] | Lease Accounting Lease accounting - adoption of ASC 842 On July 1, 2019, we adopted ASC 842, Leases, using a modified retrospective transition approach. Under the modified retrospective approach, we recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet. We did not adjust the prior comparable period. Additionally, as part of our transition, we elected several practical expedients that streamlined the transition to the new guidance whereby we did not reassess the following:
We also elected the practical expedient to account for our lease components as a single lease component rather than separating them into lease and nonlease components, which would have resulted in recognizing only the lease components in the measurement of our lease assets and liabilities. We elected the short-term lease exception policy, permitting us to not apply the recognition requirements of ASC 842 to short-term leases, which are defined as leases with a term of twelve months or less. Short-term leases are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations. We determine the lease term by including the exercise of renewal options that are considered reasonably certain at lease inception. The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019:
The new standard impacted the classification of our build-to-suit leases for our Waltham, Massachusetts and Dallas, Texas building leases, which under the new standard resulted in a change of their classification to operating leases. On July 1, 2019, we de-recognized the existing lease assets included within property, plant and equipment, net of $121,254, the related lease financing obligations of $124,665, and associated deferred rent of $418. This change resulted in an $817 decrease to deferred tax assets and a net increase to retained earnings of $2,989. In addition, on July 1, 2019, we recognized operating lease assets of $169,668 and operating lease liabilities of $176,383, inclusive of our Waltham, Massachusetts lease which commenced prior to the transition date. The difference between the operating lease assets and liabilities resulted from the reclassification of deferred rent and tenant allowance balances presented in other financial statement lines of the consolidated balance sheet, which are now included in the operating lease assets. For the first quarter of fiscal year 2020, the change in lease classification for our build-to-suit leases resulted in a reduction to operating income within our consolidated statement of operations of $1,860, with a corresponding decrease to interest expense, net. In our consolidated statement of cash flows, the change in classification resulted in a decrease to cash from operating activities and increase to cash from financing activities of $989. Other than the impact from our build-to-suit leases, the new standard did not have a material impact on our consolidated statement of operations and consolidated statement of cash flows. Refer to Note 13 for additional lease disclosure. Lease accounting policy We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Variable lease payments are excluded from the operating lease assets and lease liabilities and recognized in the period in which the obligation for those payments is incurred. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, the costs of relocating, the availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. We also have leases of equipment and real estate which we have subleased to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees and classify the leases as finance leases and we have subleased the asset under similar terms, resulting in their classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets.
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Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements New Accounting Standards Adopted In August 2018, the FASB issued Accounting Standards Update No. 2018-15 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The standard would be effective on July 1, 2020 and we early adopted new standard on July 1, 2019. The standard did not have a material impact on our consolidated financial statements. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities. We adopted the amendment on its effective date of July 1, 2019. The standard requires a modified retrospective transition approach, and we recognized the cumulative effect of the change within shareholders' equity as of the date of adoption. Upon transitioning to the new standard on July 1, 2019, we reversed the cumulative effect of expense previously recognized in earnings for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to retained earnings and accumulated other comprehensive loss within our consolidated balance sheet of $153, net of tax. We will prospectively recognize any ineffectiveness associated with any effective and designated cash flow hedges within accumulated other comprehensive loss, rather than in earnings. These changes did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases. The standard also retains a distinction between finance leases and operating leases. We adopted the standard on its effective date of July 1, 2019. Refer to the information above for additional details of the adoption. Issued Accounting Standards to be Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13 "Financial Instruments—Credit Losses (Topic 326)" (ASU 2016-13), which introduces a new accounting model for recognizing credit losses on certain financial instruments based on an estimate of current expected credit losses. The standard is effective for us on July 1, 2020. We do not expect the effect of ASU 2016-13 to have a material impact on our consolidated financial statements.
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Consolidated Balance Sheets (Parenthetical) $ in Thousands |
Sep. 30, 2019
USD ($)
shares
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Sep. 30, 2019
€ / shares
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Jun. 30, 2019
USD ($)
shares
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Jun. 30, 2019
€ / shares
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Current Assets | ||||
Allowance for doubtful accounts receivable, current | $ | $ 8,781 | $ 7,313 | ||
Stockholders' Equity | ||||
Preferred shares, par value | € / shares | € 0.01 | € 0.01 | ||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | ||
Ordinary shares, par value | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, shares issued | 44,080,627 | 44,080,627 | ||
Common Stock, Shares, outstanding | 28,483,314 | 30,445,669 | ||
Treasury Stock, Shares | 15,597,313 | 13,634,958 |
Accumulated Other Comprehensive Loss (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of accumulated other comprehensive income (loss) | The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $1,929 for the three months ended September 30, 2019:
________________________ (1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of September 30, 2019 and June 30, 2019, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $11,987 and unrealized losses of $731, respectively, net of tax, have been included in accumulated other comprehensive loss.
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Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended | |
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Sep. 30, 2019 |
Sep. 30, 2018 |
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Operating activities | ||
Net income (loss) | $ 19,851 | $ (14,994) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 42,535 | 40,718 |
Share-based compensation expense | 5,414 | 8,916 |
Deferred taxes | (960) | (3,963) |
Unrealized gain on derivatives not designated as hedging instruments included in net income (loss) | (14,527) | (5,766) |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | 5,028 | (2,856) |
Other non-cash items | 1,365 | 745 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,595) | (7,291) |
Inventory | (6,410) | (11,316) |
Prepaid expenses and other assets | 737 | 783 |
Accounts payable | (11,038) | 1,586 |
Accrued expenses and other liabilities | 27,505 | 15,658 |
Net cash provided by operating activities | 62,905 | 22,220 |
Investing activities | ||
Purchases of property, plant and equipment | 14,193 | 21,026 |
Business acquisitions, net of cash acquired | 4,272 | 18,000 |
Purchases of intangible assets | 0 | 22 |
Capitalization of software and website development costs | 12,471 | 11,233 |
Proceeds from the sale of assets | 670 | 318 |
Other investing activities | 903 | 395 |
Net cash used in investing activities | (29,363) | (49,568) |
Financing activities | ||
Proceeds from borrowings of debt | 277,785 | 245,096 |
Payments of debt | (74,392) | (206,692) |
Payments of debt issuance costs | 0 | (1,458) |
Payments of withholding taxes in connection with equity awards | (359) | (1,766) |
Payments of finance lease obligations | (2,719) | (4,182) |
Purchase of noncontrolling interests | (231,883) | |
Cash and cash equivalents at end of period | (1,437) | 645 |
Net cash (used in) provided by financing activities | (33,005) | 31,643 |
Effect of exchange rate changes on cash | (4,582) | (454) |
Net increase in cash and cash equivalents | (4,045) | 3,841 |
Cash and cash equivalents at beginning of period | 35,279 | 44,227 |
Cash and cash equivalents at end of period | 31,234 | 48,068 |
Supplemental disclosures of cash flow information: | ||
Interest | 9,384 | 7,549 |
Income taxes | 4,472 | 5,449 |
Capitalization of construction costs related to financing lease obligation | 0 | 2,825 |
Property and equipment acquired under finance leases | 0 | 3,565 |
Amounts accrued related to business acquisitions | $ 2,645 | $ 5,832 |
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