CURRENT REPORT |
Pursuant to Section 13 or 15(d) |
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): April 1, 2014 |
The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | Audited financial statements of Pixartprinting S.r.l. (in Euro) as of and for the year ended December 31, 2013, including an audited note reconciling Italian GAAP to US GAAP are attached hereto as Exhibit 99.2. |
• | Unaudited financial statements of Pixartprinting S.r.l. (in Euro) for the three months ended March 31, 2014 and 2013, including an unaudited note reconciling Italian GAAP to US GAAP for each period, are attached hereto as Exhibit 99.2. |
• | The unaudited pro forma condensed combined balance sheet as of March 31, 2014 is presented as if the acquisition of Pixartprinting had occurred on March 31, 2014 as attached hereto in exhibit 99.3. |
• | The unaudited pro forma condensed combined statements of operations for the nine month period ended March 31, 2014 and for the year ended June 30, 2013 as if Vistaprint's acquisition of Pixartprinting occurred on July 1, 2012, are attached hereto as Exhibit 99.3. |
By: | /s/ Michael C. Greiner | |
Michael C. Greiner | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) | ||
Exhibit No. | Description |
2.1 | Sale and Purchase Agreement dated April 1, 2014 among Vistaprint N.V., Vistaprint Italy S.r.l., Alcedo SGR S.p.A (on behalf of the close-ended investment fund “Alcedo III”), Cap2 S.r.l., and Alessandro Tenderini was previously filed as an exhibit to Vistaprint’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2014 |
2.2 | Put and Call Option Agreement dated April 3, 2014 among Vistaprint N.V., Vistaprint Italy S.r.l., Cap2 S.r.l., and Matteo Rigamonti was previously filed as an exhibit to Vistaprint’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2014 |
2.3 | Put and Call Option Agreement dated April 3, 2014 among Vistaprint N.V., Vistaprint Italy S.r.l., and Alessandro Tenderini was previously filed as an exhibit to Vistaprint’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2014 |
23.1 | Consent of Resconta Ernst & Young S.p.A |
99.1 | Press release dated April 1, 2014 entitled “Vistaprint Agrees to Acquire Italian Company Pixartprinting Srl” was previously filed as an exhibit to Vistaprint’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2014 |
99.2 | Pixartprinting S.r.l. financial statements as of and for the year ended December 31, 2013 and for the three months ended March 31, 2013 and March 31, 2014 |
99.3 | Vistaprint N.V. unaudited pro forma condensed combined consolidated financial information as of and for the nine month period ended March 31, 2014 and for the year ended June 30, 2013 |
December 31, 2013 | |
Assets | |
Current assets: | |
Cash and cash equivalents | 1,577 |
Accounts receivable, net | 913 |
Inventory | 1,559 |
Prepaid expenses and other current assets | 1,262 |
Total current assets | 5,311 |
Property, plant and equipment, net | 3,550 |
Software and web site development costs, net | 3,927 |
Deferred tax assets | 15 |
Goodwill | 28,497 |
Other intangible assets, net | 908 |
Other assets | 519 |
Total assets | 42,727 |
Liabilities and shareholders’ equity | |
Current liabilities: | |
Accounts payable | 6,069 |
Current portion of long-term debt due to affiliates | 2,605 |
Other current liabilities | 3,940 |
Total current liabilities | 12,614 |
Reserve for employee termination indemnities | 315 |
Long-term debt due to affiliates | 2,500 |
Total liabilities | 15,429 |
Shareholders’ equity | |
Ordinary Shares | 1,000 |
Share premium | 21,000 |
Retained earnings | 5,298 |
Total shareholders’ equity | 27,298 |
Total liabilities and shareholders’ equity | 41,727 |
December 31, 2013 | |
Revenue | 56,105 |
Cost of revenue | 31,124 |
Technology and development expense | 2,935 |
Marketing and selling expense | 9,391 |
General and administrative expense | 5,876 |
Income from operations | 6,779 |
Other income (expense), net | 265 |
Interest income | 148 |
Interest expense | 685 |
Income before income taxes and loss in equity interests | 6,507 |
Income tax provision | 2,400 |
Net income | 4,107 |
December 31, 2013 | |
Cash flows from operating activities | |
Net income | 4,107 |
Adjustments to reconcile net income to net cash provided by operating activities | |
Depreciation | 810 |
Amortization | 4,045 |
Provision for doubtful accounts | 50 |
Deferred income taxes | 62 |
Other, non-cash items | 158 |
Provision for termination indemnities | 6 |
Changes in operating assets and liabilities: | |
Accounts receivable | 253 |
Inventories | (341) |
Accounts payable | 1,035 |
Income taxes payable | 595 |
Other - net | 95 |
Payments of termination of indemnities and pension contributions | (82) |
Net cash provided by operating activities | 10,793 |
Cash flows from investing activities | |
Additions to property, plant and equipment | (605) |
Proceeds from disposal of equipment and other assets | 313 |
Additions to intangible assets | (733) |
Net cash used in investing activities | (1,025) |
Cash flows from financing activities | |
(Repayments) of borrowings from related parties | (36) |
Repayment of long-term debt | (9,800) |
Net cash used by financing activities | (9,836) |
Decrease in cash and cash equivalents | (68) |
Cash and cash equivalents at beginning of the year | 1,645 |
Cash and cash equivalents at end of the year | 1,577 |
Supplemental disclosures: | |
Interest paid | 683 |
Income taxes paid | 1,743 |
Ordinary Shares | Share Premium Reserve | Legal Reserve | Retained Earnings | Total | ||||||||
Balance at January 1, 2013 | 1,000 | 21,000 | - | 1,191 | 23,191 | |||||||
2012 legal reserve | 61 | (61) | — | |||||||||
Net income for 2013 | — | 4,107 | 4,107 | |||||||||
Balance at December 31, 2013 | 1,000 | 21,000 | 61 | 5,237 | 27,298 |
Alcedo SGR S.P.A. | 75 | % | |
CAP 2 S.R.L.% | 25 | % | |
100 | % |
Category | Rate on an annual basis |
Formation and start-up expenses | 20% |
Software | 20% - 33.33% |
Trademarks | 10% |
Goodwill | 5% |
Category | Rate on an annual basis |
Plant and machinery | |
Plant | 10% - 20% |
Various machinery | 10% - 25% |
Industrial and commercial equipment | |
Industrial equipment | 25% |
Other assets | |
Trucks | 20% |
Vehicles | 25% |
Fixtures and fittings | 12% |
Electronic office equipment | 20% |
Leasehold improvements | Based on the shorter of useful life or remaining term of the lease contracts |
Prepaid expenses and other current assets | Balance as of 12/31/2013 |
Advance payments from suppliers | 315 |
VAT receivables | 73 |
Sundry receivables | 20 |
Prepaid financial lease installments | 683 |
Other prepaid expenses | 171 |
Total | 1,262 |
Net book Value as of 12/31/2012 | Additions/ reclassifications | Amortization for the year | Balance as of 12/31/2013 | ||||
Software and web site development costs | 5,447 | - | (1,520) | 3,927 | |||
Total | 5,447 | - | (1,520) | 3,927 |
Net book value as of 12/31/2012 | Additions/ reclassifications | Amortization for the year | Balance as of 12/31/2013 | ||||
Goodwill | 30,118 | - | (1,621) | 28,497 | |||
Total | 30,118 | - | (1,621) | 28,497 |
Other Intangible assets | Net Book value as of 12/31/2012 | Additions/ reclassifications | Amortization for the year | Balance as of 12/31/2013 | |||
Start-up and expansion costs | 54 | 47 | (27) | 74 | |||
Former Real start-up and expansion costs | 335 | (47) | (72) | 216 | |||
Property/licensing software Unspecified software | 352 | 442 | (348) | 446 | |||
Trademarks | 15 | 8 | (4) | 19 | |||
Fixed-term Software Licenses | - | 21 | (6) | 15 | |||
Advance payment on acquisition of Intangible assets | 64 | (23) | 41 | ||||
Deferred finance charges | 447 | - | (447) | - | |||
Other intangible assets | - | 97 | - | 97 | |||
Total | 1,267 | 545 | (904) | 908 |
Plant and Machinery | Net book value as of 12/31/2012 | Additions/ reclassifications | Disposals/ Reclassifications | Depreciation for the year | Balance as of 12/31/2013 | ||||
Machinery | 255 | 125 | (7) | (135) | 238 | ||||
Plant | 631 | 42 | - | (80) | 593 | ||||
Advance payments for machineries | 70 | - | (70) | - | - | ||||
Total | 956 | 167 | (77) | (215) | 831 |
Industrial and commercial equipment | Net book value as of 12/31/2012 | Additions/ reclassifications | Disposals/ Reclassifications | Depreciation for the year | Balance as of 12/31/2013 | ||||
Equipment | 335 | 112 | (1) | (156) | 290 | ||||
Total | 335 | 112 | (1) | (156) | 290 |
Other | Net book value as of 12/31/2012 | Additions/ reclassifications | Disposals/ Reclassifications | Depreciation for the year | Balance as of 12/31/2013 | ||||
Fixtures and fittings | 192 | 44 | - | (55) | 181 | ||||
Electronic office equipment | 354 | 165 | (7) | (176) | 336 | ||||
Trucks | 22 | - | - | (6) | 16 | ||||
Vehicles | 18 | 16 | (15) | (6) | 13 | ||||
Total | 586 | 225 | (22) | (243) | 546 |
Leasehold improvements | Balance as of 12/31/2012 | Additions/ reclassifications | Disposals/ Reclassifications | Depreciation for the year | Balance as of 12/31/2013 | ||||
Leasehold improvements | 1,978 | 101 | - | (196) | 1,883 | ||||
Total | 1,978 | 101 | - | (196) | 1,883 |
Employee Severance Indemnities | ||
Balance as of 12/31/2012 | 391 | |
Payments to employees who left during the year under pre-2007 plan | (82 | ) |
Provision for revaluation | 6 | |
Balance as of 12/31/2013 | 315 |
Financing partner | Balance sheet item | Amount of loan | Maturity | ||
CAP2 S.R.L. | Owed to partners for loans | 2,500 | 12/14/2014 | ||
CAP2 S.R.L. | Owed to partners for loans | 2,500 | 12/15/2015 | ||
CAP2 S.R.L. | Interest owed on Vendor Loan | 105 |
Taxes payable within the following year | Balance as of 12/31/2013 |
Corporate Income Tax payable | 982 |
Regional Manufacturing Tax payable | 205 |
Taxes withheld | 426 |
Payable, substitute tax Section 176 Para. 2-ter Income Tax Act | 263 |
Total | 1,876 |
Payables for social security contributions | Balance as of 12/31/2013 |
Payable, INPS personnel and external contractors | 442 |
Payable, INPS personnel (holidays /leaves) | 167 |
Payable, FASI | 4 |
Owed to INAIL | 22 |
Total | 635 |
Other payables | Balance as of 12/31/2013 |
Payables for salaries | 485 |
Payables to Directors | 13 |
Payables for holidays and leaves | 682 |
Risk provisions | 206 |
Sundry payables and accrued expenses | 43 |
Total | 1,429 |
Description | 2013 |
Leasing machinery and equipment - capital leases | 3,065 |
Leasing production facilities - operating leases | 1,368 |
Rent for industrial building - operating leases | 560 |
Other operating leases | 60 |
Total | 5,053 |
Income taxes | Balance as of 12/31/2013 |
Corporate income tax | 2,008 |
Regional manufacturing tax | 520 |
Deferred income tax | 62 |
Adjustment to prior year income tax provision | (190) |
Total | 2,400 |
December 31, 2013 | |||||||
Temporary differences | Taxes | Total deferred taxes | |||||
Allowance for doubtful accounts | 45 | ||||||
Inventory provision | 40 | ||||||
Deferred Tax Asset | 85 | 27.5 | % | 23 | |||
Capital gains in installments | (29) | ||||||
Deferred Tax Liability | (29) | 27.5 | % | (8 | ) | ||
Deferred tax assets, net | 15 |
Company | Amount included in the profit and loss of 12/31/2013 | Nature of the relationship | |
Cap 2 S.r.l. | 60 | Cost - Business consulting | |
Alcedo SGR | 100 | Cost - Management consulting |
Notes | December 31, 2013 | |||
Net income for the year in accordance with Italian GAAP | 4,107 | |||
U.S. GAAP adjustments: | ||||
Share based compensation expense | (a) | (1,971 | ) | |
Adjustment to amortization expense for start-up cost intangible assets | (b) | 99 | ||
Adjustment to to realized loss for the settlement of derivative instruments | (c) | 126 | ||
Adjustment to amortization expense of goodwill and intangible assets associated with business combination | (d) | 837 | ||
Adjustment to rental expense, depreciation and interest expenses for leases classified as capital leases under US GAAP | (e) | 832 | ||
Adjustment to Income tax benefit (provision) | (f) | (46 | ) | |
Net income in accordance with U.S. GAAP | 3,984 |
Notes | December 31, 2013 | |||
Shareholders’ Equity in accordance with Italian GAAP | 27,298 | |||
U.S. GAAP adjustments: | ||||
Adjustment to amortization expense for start-up cost intangible assets | (b) | (291 | ) | |
Adjustment to amortization expense of goodwill and intangible assets associated with business combination | (d) | 5,290 | ||
Adjustment to net capital lease assets, prepaid expenses and financial liabilities for leases classified as capital leases under US GAAP | (e) | 1,619 | ||
Adjustment to deferred tax assets (liabilities) | (f) | (3,543) | ||
Shareholders’ Equity in accordance with U.S. GAAP | 30,373 |
Effect on 2013 net income | Effect on 2013 net equity | ||||
Elimination of goodwill recognized under Italian GAAP | 1,620 | (28,499) | |||
Elimination of intangibles recognized under Italian GAAP | 1,520 | (3,927) | |||
Software recognized under US GAAP | (420) | 1,260 | |||
Customer relationships recognized under US GAAP | (1,213) | 7,275 | |||
Trademark recognized under US GAAP | (670) | 5,360 | |||
Goodwill recognized under US GAAP | - | 23,821 | |||
Total pre-tax effect | 837 | 5,290 | |||
Deferred taxes | 243 | (3,130) | |||
Net effect | 1,080 | 2,160 |
Year ending | Operating leases | Capital Leases | ||
2014 | 492 | 3,203 | ||
2015 | 164 | 2,503 | ||
2016 | - | 625 | ||
2017 | - | 154 | ||
656 | 6,485 | |||
Less – amount representing interests | (298) | |||
Present value of future minimum lease payments | 6,187 | |||
Less – current portion | (3,007 | ) | ||
Capital lease obligation, net of current portion | 3,180 |
Common Stock | Capital redemption reserve | Retained earnings | Total | ||||
At 1 January 2013 | 1,000 | - | 23,418 | 24,418 | |||
Other equity movements (share based compensation) | - | - | 1,971 | 1,971 | |||
Net income | - | - | 3,984 | 3,984 | |||
At 31 December 2013 | 1,000 | - | 29,373 | 30,373 |
March 31, 2014 | March 31, 2013 | ||||
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | 4,471 | 3,923 | |||
Accounts receivable, net | 1,530 | 1,399 | |||
Inventory | 1,430 | 1,649 | |||
Prepaid expenses and other current assets | 1,255 | 1,569 | |||
Total current assets | 8,686 | 8,540 | |||
Property, plant and equipment, net | 4,046 | 3,937 | |||
Software and web site development costs, net | 3,547 | 4,937 | |||
Deferred tax assets | 15 | 78 | |||
Goodwill | 28,092 | 29,713 | |||
Intangible assets, net | 1,064 | 850 | |||
Other assets | 355 | 576 | |||
Total assets | 45,805 | 48,631 | |||
Liabilities and shareholders’ equity | |||||
Current liabilities: | |||||
Accounts payable | 6,851 | 5,437 | |||
Current portion of long-term debt due to affiliates | 12,185 | ||||
Other current liabilities | 4,949 | 4,252 | |||
Total current liabilities | 23,985 | 9,689 | |||
Reserve for employee termination indemnities | 320 | 370 | |||
Long-term debt due to affiliates | 2,500 | 14,800 | |||
Total liabilities | 26,805 | 24,859 | |||
Shareholders’ equity: | |||||
Ordinary shares | 1,000 | 1,000 | |||
Share premium | 16,458 | 21,000 | |||
Retained earnings | 1,542 | 1,772 | |||
Total shareholders' equity | 19,000 | 23,772 | |||
Total liabilities and shareholders’ equity | 45,805 | 48,631 |
March 31, 2014 | March 31, 2013 | ||||
Revenue | 16,358 | 11,596 | |||
Cost of revenue | 8,958 | 7,001 | |||
Technology and development expense | 799 | 622 | |||
Marketing and selling expense | 2,776 | 1,924 | |||
General and administrative expense | 1,590 | 1,014 | |||
Income from operations | 2,235 | 1,035 | |||
Other income (expense), net | 88 | 40 | |||
Interest income | 31 | 32 | |||
Interest expense | 46 | 155 | |||
Income before income taxes and loss in equity interests | 2,308 | 952 | |||
Income tax provision | 966 | 371 | |||
Net income | 1,342 | 581 |
March 31, 2014 | March 31, 2013 | ||||
Cash flows from operating activities | |||||
Net income | 1,342 | 581 | |||
Adjustments to reconcile net income to net cash provided by operating activities | |||||
Depreciation and amortization | 760 | 1132 | |||
Deferred income taxes | 0 | ||||
Other, non-cash items | 25 | 0 | |||
Provision for termination indemnities | 143 | 59 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (616 | ) | (183 | ) | |
Inventories | 390 | (432) | |||
Accounts payable | 796 | 814 | |||
Income taxes payable | 735 | 547 | |||
Other - net | 169 | 171 | |||
Payments of termination of indemnities and pension contributions | (137) | (80) | |||
Net cash provided by operating activities | 3,607 | 2,609 | |||
Cash flows from investing activities | |||||
Additions to property, plant and equipment | (204) | (133) | |||
Additions to intangible assets | (447) | (195) | |||
Net cash used in investing activities | (651) | (328) | |||
Cash flows from financing activities | |||||
(Repayments) of borrowings from related parties | (63) | (4) | |||
Net cash used by financing activities | (63) | (4) | |||
Increase in cash and cash equivalents | 2,893 | 2,277 | |||
Cash and cash equivalents at beginning of the year | 1,578 | 1,646 | |||
Cash and cash equivalents at end of the year | 4,471 | 3,923 |
Notes | March 31, 2014 | March 31, 2013 | |||||
Net income for the year in accordance with Italian GAAP | 1,342 | 581 | |||||
U.S. GAAP adjustments: | |||||||
Share based compensation expense | (a) | (303 | ) | — | |||
Adjustment to amortization expense for start-up cost intangible assets | (b) | 25 | — | ||||
Adjustment to the realized loss for the settlement of derivative instruments | (c) | — | 2 | ||||
Adjustment to amortization expense of goodwill and intangible assets associated with business combination | (d) | 210 | 210 | ||||
Adjustment to rental expense for leases classified as capital leases under US GAAP | (e) | 149 | 225 | ||||
Adjustment to Income tax benefit (provision) | (f) | (1 | ) | (10 | ) | ||
Net income in accordance with U.S. GAAP | 1,422 | 1,008 |
Notes | March 31, 2014 | March 31, 2013 | |||||
Net assets in accordance with Italian GAAP | 19,000 | 23,772 | |||||
U.S. GAAP adjustments: | |||||||
Share based compensation expense | (a) | — | |||||
Adjustment to amortization expense for start-up cost intangible assets | (b) | (266 | ) | (389 | ) | ||
Adjustment to the realized loss for the settlement of derivative instruments | (c) | (124 | ) | ||||
Adjustment to amortization expense of goodwill and intangible assets associated with business combination | (d) | 5,501 | 4,663 | ||||
Adjustment to rental expense for leases classified as capital leases under US GAAP | (e) | 1,768 | 1,012 | ||||
Adjustment to Income tax benefit (provision) | (f) | (3,539 | ) | (3,471 | ) | ||
Net assets in accordance with U.S. GAAP | 22,464 | 25,463 |
Effect on March 31, 2014 net income | Effect on March 31, 2014 net equity | Effect on March 31, 2013 net income | Effect on March 31, 2013 net equity | ||||||||
Elimination of goodwill recognized under Italian GAAP | 405 | (28,092 | ) | 405 | (29,713) | ||||||
Elimination of intangibles recognized under Italian GAAP | 380 | (3,547 | ) | 380 | (5,067) | ||||||
Software recognized under US GAAP | (105) | 1,155 | (105) | 1,575 | |||||||
Customer relationships recognized under US GAAP | (303) | 6,972 | (303) | 8,184 | |||||||
Trademark recognized under US GAAP | (167) | 5192 | (167) | 5,863 | |||||||
Goodwill recognized under US GAAP | 23,821 | - | 23,821 | ||||||||
Total pre-tax effect | 210 | 5,501 | 210 | 4,663 | |||||||
Deferred taxes | 61 | (3,069 | ) | 61 | (3,314) | ||||||
Net effect | 271 | 2,432 | 271 | 1,349 |
• | Vistaprint Italy acquired all of the Pixartprinting corporate capital held by Alcedo, representing 72.75% of Pixartprinting’s outstanding corporate capital. |
• | Vistaprint Italy acquired a portion of the Pixartprinting corporate capital held by Cap2, a company controlled by Pixartprinting’s founder, representing 21.25% of Pixartprinting’s outstanding corporate capital, and Cap2 retained 3% of Pixartprinting’s outstanding corporate capital (the “Cap2 Retained Equity”). |
• | Vistaprint Italy acquired all of the Pixartprinting corporate capital held by Mr. Tenderini, Pixartprinting’s Chief Executive Officer, at closing representing 3% of Pixartprinting’s outstanding corporate capital. Mr. Tenderini has the right to purchase 1% of the corporate capital of Pixartprinting from Vistaprint (the “CEO Retained Equity”) for an aggregate purchase price of €10,000 during the 10 business days after April 3, 2015, so long as Mr. Tenderini remains a Vistaprint Italy employee on that date. |
Pixartprinting | |||||||||||||||||||
Vistaprint | Italian GAAP | US GAAP Adjustments | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 46,545 | $ | 6,146 | $ | — | $ | — | $ | 52,691 | |||||||||
Marketable securities | 10,927 | — | — | — | 10,927 | ||||||||||||||
Accounts receivable, net | 20,339 | 2,103 | — | — | 22,442 | ||||||||||||||
Inventory | 7,416 | 1,966 | — | — | 9,382 | ||||||||||||||
Prepaid expenses and other current assets | 40,813 | 1,726 | (1,040 | ) | (e) | — | 41,499 | ||||||||||||
Total current assets | 126,040 | 11,941 | (1,040 | ) | — | 136,941 | |||||||||||||
Property, plant and equipment, net | 313,854 | 5,562 | 16,759 | (e)(g) | — | 336,175 | |||||||||||||
Software and web site development costs | 12,985 | — | — | — | 12,985 | ||||||||||||||
Deferred tax assets | 5,335 | 21 | — | — | 5,356 | ||||||||||||||
Goodwill | 144,313 | 38,617 | (5,872 | ) | (d) | 123,019 | (2) | 300,077 | |||||||||||
Intangible Assets, net | 24,840 | 5,973 | 13,434 | (d) | 49,324 | (2) | 93,571 | ||||||||||||
Other assets | 31,182 | 853 | (366 | ) | (b) | — | 31,669 | ||||||||||||
Investment in equity interests | 13,457 | — | — | — | 13,457 | ||||||||||||||
Total assets | $ | 672,006 | $ | 62,967 | $ | 22,915 | $ | 172,343 | $ | 930,231 | |||||||||
Liabilities and shareholders’ equity | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable | $ | 32,830 | $ | 9,418 | $ | — | $ | — | $ | 42,248 | |||||||||
Accrued expenses | 100,150 | — | — | 5,911 | (3) | 106,061 | |||||||||||||
Deferred revenue | 23,776 | — | — | — | 23,776 | ||||||||||||||
Deferred tax liabilities | 1,182 | — | — | — | 1,182 | ||||||||||||||
Current portion of long-term debt | 16,375 | 16,750 | — | (16,750 | ) | (1) | 16,375 | ||||||||||||
Other current liabilities | 3,127 | 6,802 | 9,935 | (e) | — | 19,864 | |||||||||||||
Total current liabilities | 177,440 | 32,970 | 9,935 | (10,839 | ) | 209,506 | |||||||||||||
Deferred tax liabilities | 5,410 | — | 4,867 | (f) | 15,489 | (4) | 25,766 | ||||||||||||
Other liabilities | 25,442 | 441 | 3,353 | (g) | — | 29,236 | |||||||||||||
Long-term debt | 185,578 | 3,437 | — | 192,523 | (1) | 381,538 | |||||||||||||
Total liabilities | 393,870 | 36,848 | 18,155 | 197,173 | 646,046 | ||||||||||||||
Noncontrolling interest | 5,741 | — | — | 6,049 | (5) | 11,790 | |||||||||||||
Shareholders’ equity: | |||||||||||||||||||
Preferred shares | — | — | — | — | — | ||||||||||||||
Ordinary shares | 615 | 1,375 | — | (1,375 | ) | (6) | 615 | ||||||||||||
Treasury shares, at cost | (384,530 | ) | — | — | — | (384,530 | ) | ||||||||||||
Additional paid-in capital | 309,097 | 22,624 | 3,125 | (a) | (25,749 | ) | (6) | 309,097 | |||||||||||
Retained earnings | 341,806 | 2,120 | 1,635 | (3,755 | ) | (6) | 341,806 | ||||||||||||
Accumulated other comprehensive income | 5,407 | — | — | — | 5,407 | ||||||||||||||
Total shareholders’ equity | 272,395 | 26,119 | 4,760 | (30,879 | ) | 272,395 | |||||||||||||
Total liabilities, noncontrolling interest and shareholders’ equity | $ | 672,006 | $ | 62,967 | $ | 22,915 | $ | 172,343 | $ | 930,231 |
Pixartprinting | |||||||||||||||||||
Vistaprint | Italian GAAP | US GAAP Adjustments | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
Revenue | $ | 1,167,478 | $ | 63,682 | $ | — | $ | — | $ | 1,231,160 | |||||||||
Cost of revenue | 400,293 | 30,932 | (1,092 | ) | (e) | — | 430,133 | ||||||||||||
Technology and development expense | 164,859 | 4,920 | (1,450 | ) | (d) | 2,425 | (7) | 170,754 | |||||||||||
Marketing and selling expense | 446,116 | 9,987 | 345 | (d) | 4,447 | (7) | 460,895 | ||||||||||||
General and administrative expense | 110,086 | 11,733 | 429 | (a)(b) | 1,413 | (9) | 123,661 | ||||||||||||
Income from operations | 46,124 | 6,110 | 1,768 | (8,285 | ) | 45,717 | |||||||||||||
Other expense, net | (63 | ) | (9 | ) | (93 | ) | (c) | — | (165 | ) | |||||||||
Interest expense, net | (5,329 | ) | (825 | ) | (437 | ) | (e) | (3,606 | ) | (8) | (10,197 | ) | |||||||
Income before income taxes and loss in equity interests | 40,732 | 5,276 | 1,238 | (11,891 | ) | 35,355 | |||||||||||||
Income tax provision | 9,387 | 2,292 | 422 | (f) | (3,939 | ) | (10) | 8,162 | |||||||||||
Loss in equity interests | 1,910 | — | — | — | 1,910 | ||||||||||||||
Net income | 29,435 | 2,984 | 816 | (7,952 | ) | 25,283 | |||||||||||||
Add: Net loss attributable to noncontrolling interest | — | — | — | 135 | (11) | 135 | |||||||||||||
Net Income attributable to Vistaprint N.V. | $ | 29,435 | $ | 2,984 | $ | 816 | $ | (7,817 | ) | $ | 25,418 | ||||||||
Basic net income per share attributable to Vistaprint N.V. | $ | 0.89 | $ | 0.77 | |||||||||||||||
Diluted net income per share attributable to Vistaprint N.V. | $ | 0.85 | $ | 0.74 | |||||||||||||||
Weighted average shares outstanding -- basic | 33,209,172 | 33,209,172 | |||||||||||||||||
Weighted average shares outstanding -- diluted | 34,472,004 | 34,472,004 |
Pixartprinting | |||||||||||||||||||
Vistaprint | Italian GAAP | US GAAP Adjustments | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
Revenue | $ | 932,081 | $ | 63,684 | $ | — | $ | — | $ | 995,765 | |||||||||
Cost of revenue | 317,482 | 31,063 | (2,043 | ) | (e) | — | 346,502 | ||||||||||||
Technology and development expense | 127,555 | 4,313 | (1,141 | ) | (d) | 1,798 | (7) | 132,525 | |||||||||||
Marketing and selling expense | 335,679 | 9,202 | 271 | (d) | 3,244 | (7) | 348,396 | ||||||||||||
General and administrative expense | 85,195 | 10,541 | 2,427 | (a)(b) | (5,255 | ) | (9)(12) | 92,908 | |||||||||||
Income from operations | 66,170 | 8,565 | 486 | 213 | 75,434 | ||||||||||||||
Other income (expense), net | (8,151 | ) | 358 | 169 | (c) | — | (7,624 | ) | |||||||||||
Interest expense, net | (4,868 | ) | (406 | ) | (285 | ) | (e) | (2,628 | ) | (8) | (8,187 | ) | |||||||
Income before income taxes and loss in equity interests | 53,151 | 8,517 | 370 | (2,415 | ) | 59,623 | |||||||||||||
Income tax provision (benefit) | 7,819 | 3,382 | 126 | (f) | (2,240 | ) | (10) | 9,087 | |||||||||||
Loss in equity interests | 2,704 | — | — | — | 2,704 | ||||||||||||||
Net income | 42,628 | 5,135 | 244 | (175 | ) | 47,832 | |||||||||||||
Add: Net loss (income) attributable to noncontrolling interest | 34 | — | — | (85 | ) | (11) | (51 | ) | |||||||||||
Net Income attributable to Vistaprint N.V. | $ | 42,662 | $ | 5,135 | $ | 244 | $ | (260 | ) | $ | 47,781 | ||||||||
Basic net income per share attributable to Vistaprint N.V. | $ | 1.30 | $ | 1.45 | |||||||||||||||
Diluted net income per share attributable to Vistaprint N.V. | $ | 1.24 | $ | 1.39 | |||||||||||||||
Weighted average shares outstanding -- basic | 32,921,016 | 32,921,016 | |||||||||||||||||
Weighted average shares outstanding -- diluted | 34,425,288 | 34,425,288 |
Cash paid | $ | 175,893 | |
Shareholder loans assumed | 20,229 | ||
Fair value of contingent consideration | 5,916 | ||
Total consideration | $ | 202,038 |
Goodwill | $ | 154,731 | |
Other intangible assets | 67,689 | ||
Tangible assets acquired and liabilities assumed: | |||
Cash and cash equivalents | 6,913 | ||
Other current assets | 5,106 | ||
Non-current assets | 20,398 | ||
Accounts payable and current liabilities | (16,352 | ) | |
Deferred tax liability | (19,724 | ) | |
Other long-term liabilities | (10,669 | ) | |
Noncontrolling interest | (6,054 | ) | |
Total consideration | $ | 202,038 |
To eliminate current and long-term debt held by Pixartprinting | $ | (20,186 | ) |
To record the draw down on Vistaprint's long-term credit facility to finance the acquisition | 195,959 | ||
$ | 175,773 |
To eliminate historical goodwill held by Pixartprinting | $ | (32,745 | ) |
To record goodwill | 155,764 | ||
Increase in goodwill | $ | 123,019 | |
To eliminate historical intangible assets held by Pixartprinting | (18,309 | ) | |
To record intangible assets acquired | 67,633 | ||
Increase in intangible assets | $ | 49,324 |
To eliminate historical deferred tax liabilities held by Pixartprinting | $ | (4,217 | ) |
To record deferred tax liability as a result of the Vistaprint acquired intangible assets | 19,706 | ||
$ | 15,489 |
Nine months ended March 31, 2014 | Year ended June 30, 2013 | ||||||
To eliminate historical amortization | $ | (436 | ) | $ | (553 | ) | |
To record amortization of technology as a result of the acquisition | 2,234 | 2,978 | |||||
Increase in technology and development expense | $ | 1,798 | $ | 2,425 | |||
To eliminate historical amortization | $ | (1,952 | ) | $ | (2,481 | ) | |
To record amortization of marketing intangible assets as a result of the acquisition | 5,196 | 6,928 | |||||
Increase in marketing and selling expense | $ | 3,244 | $ | 4,447 |
Nine months ended March 31, 2014 | Year ended June 30, 2013 | ||||||
To eliminate historical interest expense associated with its shareholder loan outstanding as of March 31, 2014 | $ | (60 | ) | $ | — | ||
To record interest expense due to Vistaprint's use of its credit facility to finance the acquisition | 2,688 | 3,606 | |||||
Increase in interest expense | $ | 2,628 | $ | 3,606 |
Nine months ended March 31, 2014 | Year ended June 30, 2013 | ||||||
To eliminate historical share-based compensation expense | $ | (2,598 | ) | $ | (519 | ) | |
To record share-based compensation expense associated with "CEO Retained Equity" award (*) | — | 1,932 | |||||
$ | (2,598 | ) | $ | 1,413 |