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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2015
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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The Netherlands
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98-0417483
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Exchange on Which Registered
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Ordinary Shares, €0.01 par value
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NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Signatures
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1.
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Strategic Objective
: To be the world leader in mass customization.
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2.
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Financial Objective
: To maximize intrinsic value per share, defined as (a) the unlevered free cash flow per share that, in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per share.
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The chart illustrates this concept. The horizontal axis represents the volume of production of a given product; the vertical axis represents the cost of producing one unit of that product. Traditionally, the only way to manufacture at a low unit cost was to produce a large volume of that product: mass-produced products fall in the lower right hand corner of the chart. Custom-made products (i.e., those produced in small volumes for a very specific purpose) historically incurred very high unit costs: they fall in the upper left hand side of the chart.
Mass customization breaks this trade off, enabling low volume, low cost production of individually unique products. Very importantly, mass customization creates value in many ways, not just lower cost. Other advantages can include faster production, more personal relevance, elimination of obsolete stock, better design, flexible shipping options, more product choice, and higher quality.
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Empowering People to Make an Impression (what we are passionate about)
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Cimpress empowers people to make an impression through individually meaningful physical products. In other words, we make it easy and affordable for our customers to convey, in tangible and enduring media, the thoughts, design aesthetics, messages and/or sentiments that are important to them, their customers, their organization or their loved ones.
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Computer Integrated Manufacturing (where we can be the best in the world)
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Computer integrated manufacturing (CIM) harnesses the power of software and IT networks to automate the flow of information, allowing individual processes to exchange information with each other, to schedule activities, to initiate actions, and to route and control all aspects of our manufacturing process. Throughout our history, a differentiating capability of Cimpress has been our ability to develop software systems to integrate every step of the value chain, from browser-based design creation and ordering through to shipment. This greatly reduces the marginal cost of processing information related to each individual, customized order. Low-volume custom products traditionally have a very high per-unit cost of production because, in the absence of computer integration, there are significant fixed costs related to conveying information that is required to process each order.
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Large Scale in Small Quantities (what drives our economic engine)
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The third aspect of the Cimpress focus on mass customization is an understanding of how we generate economic value. Mass customization enables the production of small quantities, but large scale is the most important driver of competitive advantage in the Cimpress business model. When we have increased the volume of orders that we process and produce we have seen material improvement to quality, product selection, speed and cost. In fiscal 2015, we processed over
46
million unique ordered items, and during peak production weeks we produced well over 1 million orders per week.
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Businesses (micro, small, medium and large)
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Hobbyists and consumers (home and family)
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Teams, associations and groups (TAG)
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Administration and governmental bodies
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Educational institutions
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Low-volume producers using mass customization products as an input to their own product
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Resellers and advisors who serve customers in the above groups
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Price Primary Market Segment: This part of the market has a sizable number of small businesses but the lowest per-customer annual spend. These businesses choose a customized product primarily based on the price of the product offered, and are often incentivized to purchase through a promotional discounted direct marketing approach and cross-selling of products. The Vistaprint brand has historically gained the most traction in this segment, and we believe our biggest competition in this space is either non-consumption or printing from a desktop or photocopier. It remains an important part of our business as we are able to aggregate millions of orders from customers in this segment, enabling scale advantages in our business.
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Higher Expectations Market Segment: This part of the market is made up of a similar number of small businesses as the Price Primary segment, but with higher per-customer annual spend. We believe the segment is highly fragmented in terms of suppliers and several times the total revenue opportunity of the Price Primary market segment, as these customers typically purchase a broader spectrum of marketing and promotional products from multiple vendors. These customers have more sophisticated marketing needs and choose their marketing providers not solely on price, but on a blend of value, supplier reputation, product quality and selection, customer service and overall experience. We believe this segment represents the most significant growth opportunity for our Vistaprint brand over the long term.
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Locally Focused Market Segment: We believe the third market segment is the largest and most fragmented among the micro businesses. The customers in this segment often choose to work with local graphic designers, agencies, resellers and local, offline print shops to meet their marketing needs as their primary purchase consideration is personal service. Many of these graphic designers and resellers, or the customers themselves, have a level of graphic design sophistication that enables these customers to create and manipulate images in professional publishing and design programs, rather than rely on design templates. They also typically require a broader selection of specifications. Our Vistaprint brand serves very few of these customers in comparison with the Price Primary and Higher Expectations market segments. However, we are now serving this segment through brands that are managed by our druck.at, Easyflyer, Exagroup, Pixartprinting and Printdeal business units.
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Brands that target small and micro businesses
Our brands like Vistaprint, druck.at, and Easyflyer help small and micro businesses create beautiful, professional quality marketing products at affordable prices and at low volumes. Today, small businesses make up a large part of our business. To help our customers market in the digital world, our Pagemodo and Webs brands engineer intuitive DIY solutions that are brought to market via their own brands as well as via the Vistaprint brand.
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Brands that target graphic professionals
Businesses regularly turn to trusted graphic professionals for advice and design services in order to create great looking, customized products like flyers, catalogs, packaging, posters, presentation folders, signs, banners, logo apparel, business cards, labels, corporate gifts and more. These Cimpress brands focus on serving graphic professionals: local printers, print resellers, graphic artists, advertising agencies and other customers with professional desktop publishing skillsets.
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Brands that target consumers (home & family)
Our photo and consumer product brands help preserve and share memories of friends and loved ones, commemorate important life events, and more. Each brand goes to market in a specific country or set of countries. But together, these brands constitute one of the world’s leading suppliers of photo merchandise such as photo books, wall décor, photo gifts, calendars, invitations, announcements, Christmas cards, New Year cards and other seasonal greeting cards.
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Our document model architecture and technology employs Internet-compatible data structures to define, process and store product designs as a set of separately searchable, combinable and modifiable component elements and allows us to generate customized initial and later matching product design options automatically in real time. This browser-based software provides immediate client-side editing capabilities plus extensive system scalability. A wide variety of layouts, color schemes and fonts are provided and an extensive selection of high quality photographs and illustrations are currently available for use by customers in product design. Customers can also upload their own images and logos for incorporation into their product designs.
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Our dynamic image preview technology allows customers to see their designs in on-screen simulations of real-world settings in real time in order to gain an appreciation for what the finished product will look like. The above image shows such a dynamically generated business card that, although it has not yet been produced, appears as if it is part of a photograph or video in which it is being held by a human hand.
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Our auto-matching design software algorithmically generates customized product designs in real time based on key-word searches, enabling professional-looking graphic layouts to be easily and quickly created by customers without the need for graphic arts training.
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traditional offline printers and graphic design providers;
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online printing and graphic design companies, many of which provide printed products and services similar to ours;
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office superstores, drug store chains, food retailers and other major retailers targeting small business and consumer markets;
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wholesale printers;
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self-service desktop design and publishing using personal computer software with a laser or inkjet printer and specialty paper;
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email marketing services companies;
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website design and hosting companies;
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suppliers of customized apparel, promotional products and gifts;
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online photo product companies;
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internet firms and retailers;
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online providers of custom printing services that outsource production to third party printers; and
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providers of other digital marketing such as social media, local search directories and other providers.
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our failure to adequately execute our operational strategy or anticipate and overcome obstacles to achieving our strategic goals;
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our failure to make our intended investments because the investments are more costly than we expected or because we are unable to devote the necessary operational and financial resources;
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our inability to purchase or develop technologies and production platforms to increase our efficiency, enhance our competitive advantage and scale our operations;
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the failure of our current supply chain to provide the resources we need at the standards we require and our inability to develop new or enhanced supply chains;
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our failure to acquire new customers and enter new markets, retain our current customers, and sell more products to current and new customers;
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our failure to manage the growth, complexity, and pace of change of our business and expand our operations;
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our failure to acquire businesses that enhance the growth and development of our business or to effectively integrate the businesses we do acquire into our business;
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our failure to identify and address the causes of our revenue weakness in some markets;
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our failure to sustain growth in relatively mature markets;
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our failure to promote, strengthen, and protect our brands;
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the failure of our current and new marketing channels to attract customers;
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our failure to realize expected returns on our capital allocation decisions;
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unanticipated changes in our business, current and anticipated markets, industry, or competitive landscape;
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our failure to attract and retain skilled talent needed to execute our strategy and sustain our growth; and
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general economic conditions.
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concerns about buying graphic design services and marketing products without face-to-face interaction with sales personnel;
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the inability to physically handle and examine product samples;
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delivery time associated with Internet orders;
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concerns about the security of online transactions and the privacy of personal information;
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delayed shipments or shipments of incorrect or damaged products;
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limited access to the Internet; and
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the inconvenience associated with returning or exchanging purchased items.
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seasonality-driven or other variations in the demand for our products and services, in particular during our second fiscal quarter;
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currency and interest rate fluctuations, which affect our revenues, costs, and fair value of our assets;
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our hedging activity;
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our ability to attract visitors to our websites and convert those visitors into customers;
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our ability to retain customers and generate repeat purchases;
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shifts in product mix toward less profitable products;
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the commencement or termination of agreements with our strategic partners, suppliers, and others;
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our ability to manage our production, fulfillment, and support operations;
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costs to produce and deliver our products and provide our services, including the effects of inflation;
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our pricing and marketing strategies and those of our competitors;
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investments in our business in the current period intended to generate or support revenues and operations in future periods;
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expenses and charges related to our compensation agreements with our executives and employees;
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costs and charges resulting from litigation;
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significant increases in credits, beyond our estimated allowances, for customers who are not satisfied with our products;
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changes in our income tax rate;
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costs to acquire businesses or integrate our acquired businesses;
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impairments of our tangible and intangible assets including goodwill; and
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the results of our minority investments and joint ventures.
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difficulty managing operations in, and communications among, multiple locations and time zones;
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difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, and other costs;
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local regulations that may restrict or impair our ability to conduct our business as planned;
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protectionist laws and business practices that favor local producers and service providers;
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our inexperience in marketing and selling our products and services within unfamiliar countries and cultures;
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challenges of working with local business partners in some regions, such as Japan and Brazil;
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our failure to properly understand and develop graphic design content and product formats appropriate for local tastes;
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disruptions caused by political and social instability that may occur in some countries;
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corrupt business practices, such as bribery or the willful infringement of intellectual property rights, that may be common in some countries;
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difficulty expatriating cash from some countries;
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difficulty importing and exporting our products across country borders and difficulty complying with customs regulations in the many countries where we sell products;
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disruptions or cessation of important components of our international supply chain;
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the challenge of complying with disparate laws in multiple countries;
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restrictions imposed by local labor practices and laws on our business and operations; and
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failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property.
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We may not be able to retain customers and key employees of the acquired businesses, and we and the businesses we acquire or invest in may not be able to cross sell products and services to each other's customers.
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An acquisition or investment may fail to achieve our goals and expectations for a number of reasons including the following: We may fail to integrate acquired businesses, technologies, services, or internal systems effectively, or the integration may be more expensive or take more time than we anticipated. The management of our investments may be more expensive or may take more resources than we expected. We may encounter unexpected cultural or language challenges in integrating an acquired business or managing our investment in a business. The business we acquired or invested in may not perform as well as we expected.
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In some cases, our acquisitions and investments are dilutive for a period of time, leading to reduced earnings.
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Acquisitions and investments can result in increased expenses including impairments of goodwill and intangible assets if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, or increased tax costs.
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We generally assume the liabilities of businesses we acquire, which could include liability for an acquired business' violation of law that occurred before we acquired it. In addition, we have historically acquired smaller, privately held companies that may not have as strong a culture of legal compliance as a larger, publicly traded company like Cimpress, and if we fail to implement adequate training, controls, and monitoring of the acquired companies, we could also be liable for post-acquisition legal violations.
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fire, natural disasters, or extreme weather - for example, the computer hardware for our websites is located in Bermuda, and our largest customer service center is located in Jamaica, both of which locations are subject to the risk of hurricanes
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labor strike, work stoppage, or other issues with our workforce
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political instability or acts of terrorism or war
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power loss or telecommunication failure
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attacks on our external websites or internal network by hackers or other malicious parties
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undetected errors or design faults in our technology, infrastructure, and processes that may cause our websites to fail
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inadequate capacity in our systems and infrastructure to cope with periods of high volume and demand
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human error, including poor managerial judgment or oversight
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traditional offline printers and graphic design providers;
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online printing and graphic design companies, many of which provide printed products and services similar to ours;
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office superstores, drug store chains, food retailers and other major retailers targeting small business and consumer markets;
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wholesale printers;
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self-service desktop design and publishing using personal computer software;
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email marketing services companies;
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website design and hosting companies;
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suppliers of customized apparel, promotional products and gifts;
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online photo product companies;
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Internet firms and retailers;
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online providers of custom printing services that outsource production to third party printers; and
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providers of other digital marketing such as social media, local search directories and other providers.
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damage our reputation and brand;
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expose us to losses, litigation, and possible liability;
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result in a failure to comply with legal and industry privacy regulations and standards;
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lead to the misappropriation of our and our customers' proprietary or personal information; or
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cause interruptions in our operations.
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incur additional indebtedness, guarantee indebtedness, and incur liens;
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pay dividends or make other distributions or repurchase or redeem capital stock;
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prepay, redeem, or repurchase certain subordinated debt;
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issue certain preferred stock or similar redeemable equity securities;
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make loans and investments;
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sell assets;
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enter into transactions with affiliates;
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alter the businesses we conduct;
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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consolidate, merge, or sell all or substantially all of our assets.
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making it more difficult for us to satisfy our obligations with respect to our debt;
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;
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requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
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increasing our vulnerability to general adverse economic and industry conditions;
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exposing us to the risk of increased interest rates as some of our borrowings, including borrowings under our credit facility, are at variable rates of interest;
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limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
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placing us at a disadvantage compared to other, less leveraged competitors; and
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increasing our cost of borrowing.
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A 582,000 square foot facility located near Windsor, Ontario, Canada primarily services our Vistaprint Business Unit in the North American market.
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A 362,000 square foot facility located in Venlo, the Netherlands services our Vistaprint Business Unit and All Other Business Units in the European market.
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A 124,000 square foot facility located in Deer Park, Australia primarily services our Vistaprint Business Unit in the Asia-Pacific markets.
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Two facilities, a total of 125,000 square feet, located near Montpellier, France primarily service our All Other Business Units throughout the French market.
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Business Segment
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Square Feet
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Type
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Lease Expirations
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Vistaprint Business Unit (1)
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493,281
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Technology development, marketing, customer service and administrative
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December 2015 - June 2024
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All Other Business Units
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512,660
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Technology development, marketing, customer service, manufacturing and administrative
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October 2015 - July 2024
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Other (2)
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77,720
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Corporate strategy, technology development and prototyping laboratory
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January 2018 - June 2023
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High
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Low
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||||
Fiscal 2014:
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First Quarter
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$
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56.78
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$
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48.37
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Second Quarter
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$
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57.66
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$
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51.92
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Third Quarter
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$
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55.20
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$
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46.95
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Fourth Quarter
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$
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53.42
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$
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38.58
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Fiscal 2015:
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First Quarter
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$
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55.06
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$
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37.05
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Second Quarter
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$
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76.68
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$
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52.13
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Third Quarter
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$
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86.78
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$
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67.41
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Fourth Quarter
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$
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91.75
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$
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79.81
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Year Ended June 30,
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||||||||||||||||||||||
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2010
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2011
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2012
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2013
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2014
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2015
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||||||||||||
Cimpress N.V.
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$
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100.00
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$
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100.76
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$
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68.01
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$
|
103.96
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|
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$
|
85.20
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|
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$
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177.22
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|
NASDAQ Composite
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|
100.00
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|
|
132.14
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|
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142.90
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|
|
169.55
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|
|
223.20
|
|
|
253.21
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||||||
RDG Internet Composite
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100.00
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|
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147.84
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155.42
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|
|
199.93
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|
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277.95
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|
|
301.80
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|
Year Ended June 30,
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2015 (a)
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2014 (b)(c)
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2013 (c)
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2012 (d)
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2011
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||||||||||
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(In thousands, except share and per share data)
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||||||||||||||||||
Consolidated Statements of Operations Data:
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||||||
Revenue
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$
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1,494,206
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$
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1,270,236
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$
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1,167,478
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$
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1,020,269
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$
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817,009
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Net income attributable to Cimpress N.V.
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92,212
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43,696
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29,435
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43,994
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82,109
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Net income per share attributable to Cimpress N.V.:
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|||||||
Basic
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$
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2.82
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$
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1.33
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$
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0.89
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$
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1.16
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$
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1.89
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Diluted
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$
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2.73
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$
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1.28
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|
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$
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0.85
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|
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$
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1.13
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$
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1.83
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|
Shares used in computing net income per share attributable to Cimpress N.V.:
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|
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|||||||
Basic
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32,644,870
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|
|
32,873,234
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33,209,172
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37,813,504
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43,431,326
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|||||
Diluted
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33,816,498
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34,239,909
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34,472,004
|
|
|
38,953,179
|
|
|
44,951,199
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2015 (a)
|
|
2014 (b)(c)
|
|
2013 (c)
|
|
2012 (d)
|
|
2011
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
228,876
|
|
|
$
|
148,580
|
|
|
$
|
140,012
|
|
|
$
|
140,641
|
|
|
$
|
162,633
|
|
Purchases of property, plant and equipment
|
(75,813
|
)
|
|
(72,122
|
)
|
|
(78,999
|
)
|
|
(46,420
|
)
|
|
(37,405
|
)
|
|||||
Purchases of ordinary shares
|
—
|
|
|
(42,016
|
)
|
|
(64,351
|
)
|
|
(309,701
|
)
|
|
(56,935
|
)
|
|||||
Business acquisitions, net of cash acquired
|
(123,804
|
)
|
|
(216,384
|
)
|
|
—
|
|
|
(180,675
|
)
|
|
—
|
|
|||||
Net proceeds (payments) of debt
|
54,207
|
|
|
207,946
|
|
|
8,051
|
|
|
227,181
|
|
|
(5,222
|
)
|
|
As of June 30,
|
||||||||||||||||||
|
2015 (a)
|
|
2014 (b)(c)
|
|
2013 (c)
|
|
2012 (d)
|
|
2011
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and marketable securities (e)
|
$
|
110,494
|
|
|
$
|
76,365
|
|
|
$
|
50,065
|
|
|
$
|
62,203
|
|
|
$
|
237,081
|
|
Working capital (e)
|
(89,580
|
)
|
|
(83,560
|
)
|
|
(54,795
|
)
|
|
(26,381
|
)
|
|
178,485
|
|
|||||
Total assets
|
1,308,242
|
|
|
988,985
|
|
|
601,567
|
|
|
592,429
|
|
|
555,900
|
|
|||||
Total long-term debt, excluding current portion (f)
|
499,941
|
|
|
410,484
|
|
|
230,000
|
|
|
229,000
|
|
|
—
|
|
|||||
Total shareholders’ equity
|
249,419
|
|
|
232,457
|
|
|
189,561
|
|
|
189,287
|
|
|
450,093
|
|
(b)
|
Includes the impact of the acquisitions of Printdeal B.V. (formerly known as People & Print Group B.V.) on April 1, 2014 and Pixartprinting S.p.A. on April 3, 2014, as well as our investment in a joint business arrangement with Plaza Create Co. Ltd. in February 2014. See Notes
8
and
1
5 in our accompanying financial statements in this Report for a discussion of these transactions.
|
•
|
A significant adverse change in legal factors or the business climate;
|
•
|
An adverse action or assessment by a regulator;
|
•
|
Unanticipated competition;
|
•
|
A loss of key personnel; and
|
•
|
A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of.
|
|
Year Ended June 30,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
As a percentage of revenue:
|
|
|
|
|
|
|
|
|
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
38.1
|
%
|
|
35.5
|
%
|
|
34.3
|
%
|
Technology and development expense
|
13.0
|
%
|
|
13.9
|
%
|
|
14.1
|
%
|
Marketing and selling expense
|
32.8
|
%
|
|
34.6
|
%
|
|
38.2
|
%
|
General and administrative expense
|
9.7
|
%
|
|
9.2
|
%
|
|
9.4
|
%
|
Income from operations
|
6.4
|
%
|
|
6.8
|
%
|
|
4.0
|
%
|
Other income (expense), net
|
1.3
|
%
|
|
(1.7
|
)%
|
|
—
|
%
|
Interest expense, net
|
(1.1
|
)%
|
|
(0.6
|
)%
|
|
(0.5
|
)%
|
Income before income taxes and loss in equity interests
|
6.6
|
%
|
|
4.5
|
%
|
|
3.5
|
%
|
Income tax provision
|
0.6
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
Loss in equity interests
|
—
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
Net income
|
6.0
|
%
|
|
3.5
|
%
|
|
2.5
|
%
|
Add: Net loss attributable to noncontrolling interests
|
0.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Net income attributable to Cimpress N.V.
|
6.2
|
%
|
|
3.5
|
%
|
|
2.5
|
%
|
|
Year Ended June 30,
|
|
Year Ended June 30,
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
|
18
|
%
|
|
9
|
%
|
In thousands
|
Year Ended June 30,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions:
|
|
Constant- Currency Revenue Growth
|
||||||
|
2015
|
|
2014
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions (2)
|
||||
Vistaprint Business Unit
|
$
|
1,194,393
|
|
|
$
|
1,144,030
|
|
|
4%
|
|
5%
|
|
9%
|
|
—%
|
|
9%
|
All Other Business Units
|
299,813
|
|
|
126,206
|
|
|
138%
|
|
17%
|
|
155%
|
|
(139)%
|
|
16%
|
||
Total revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
18%
|
|
5%
|
|
23%
|
|
(14)%
|
|
9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
In thousands
|
Year Ended June 30,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions:
|
|
Constant-Currency Revenue Growth
|
||||||
|
2014
|
|
2013
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions (2)
|
||||
Vistaprint Business Unit
|
$
|
1,144,030
|
|
|
$
|
1,091,900
|
|
|
5%
|
|
(1)%
|
|
4%
|
|
—%
|
|
4%
|
All Other Business Units
|
126,206
|
|
|
75,578
|
|
|
67%
|
|
(4)%
|
|
63%
|
|
(56)%
|
|
7%
|
||
Total revenue
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
|
9%
|
|
(1)%
|
|
8%
|
|
(4)%
|
|
4%
|
In thousands
|
||||||||||||||||
|
Year Ended June 30,
|
|
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
|||||||
Cost of revenue
|
$
|
568,599
|
|
|
$
|
451,093
|
|
|
$
|
400,293
|
|
|
26
|
%
|
|
13%
|
% of revenue
|
38.1
|
%
|
|
35.5
|
%
|
|
34.3
|
%
|
|
|
|
|
||||
Technology and development expense
|
$
|
194,360
|
|
|
$
|
176,344
|
|
|
$
|
164,859
|
|
|
10
|
%
|
|
7%
|
% of revenue
|
13.0
|
%
|
|
13.9
|
%
|
|
14.1
|
%
|
|
|
|
|
||||
Marketing and selling expense
|
$
|
489,743
|
|
|
$
|
440,311
|
|
|
$
|
446,116
|
|
|
11
|
%
|
|
(1)%
|
% of revenue
|
32.8
|
%
|
|
34.6
|
%
|
|
38.2
|
%
|
|
|
|
|
||||
General and administrative expense
|
$
|
145,180
|
|
|
$
|
116,574
|
|
|
$
|
110,086
|
|
|
25
|
%
|
|
6%
|
% of revenue
|
9.7
|
%
|
|
9.2
|
%
|
|
9.4
|
%
|
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Gains (losses) on derivative instruments
|
$
|
9,317
|
|
|
$
|
(7,473
|
)
|
|
$
|
29
|
|
Currency related gains (losses), net
|
10,245
|
|
|
(1,764
|
)
|
|
(92
|
)
|
|||
Loss on disposal of Namex
|
—
|
|
|
(12,681
|
)
|
|
—
|
|
|||
Other gains (losses)
|
572
|
|
|
288
|
|
|
—
|
|
|||
Total other income (expense), net
|
$
|
20,134
|
|
|
$
|
(21,630
|
)
|
|
$
|
(63
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax provision
|
$
|
10,441
|
|
|
$
|
10,590
|
|
|
$
|
9,387
|
|
Effective tax rate
|
10.5
|
%
|
|
18.7
|
%
|
|
23.0
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
228,876
|
|
|
$
|
148,580
|
|
|
$
|
140,012
|
|
Net cash used in investing activities
|
(217,190
|
)
|
|
(306,984
|
)
|
|
(98,931
|
)
|
|||
Net cash provided by (used in) financing activities
|
38,312
|
|
|
169,608
|
|
|
(53,255
|
)
|
•
|
Net income of
$89.3 million
;
|
•
|
Adjustments for non-cash items of
$104.2 million
primarily related to positive adjustments for depreciation and amortization of
$97.5 million
, share-based compensation costs of
$24.1 million
, and the change in the fair value of contingent consideration liabilities of $
14.9 million
, offset by negative adjustments for non-cash tax items of
$28.1 million
and unrealized currency-related gains of
$6.5 million
;
|
•
|
Proceeds of debt of
$54.2 million
, net of payments;
|
•
|
Changes in working capital balances of
$43.4 million
primarily driven by improved management of prepaid expenses and accrued expenses; and
|
•
|
Proceeds from the issuance of shares in connection with the exercise of outstanding equity awards of
$13.1 million
.
|
•
|
Capital expenditures of
$75.8 million
of which $33.7 million were related to the purchase of manufacturing and automation equipment for our production facilities, $18.3 million were related to the purchase of land, facilities and leasehold improvements, and $23.8 million were related to purchases of other capital assets, including facility improvements and office equipment;
|
•
|
Payments for our acquisition and minority investment activity, net of cash acquired, of
$123.8 million
;
|
•
|
Payments of withholding taxes in connection with share awards of
$29.4 million
;
|
•
|
Payment of contingent consideration obligation of
$19.2 million
;
|
•
|
Internal costs for software and website development that we have capitalized of
$17.3 million
; and
|
•
|
Payments for capital lease arrangements of
$5.8 million
.
|
|
June 30, 2015
|
||
Maximum aggregate available for borrowing
|
$
|
844,000
|
|
Outstanding borrowings of senior secured credit facilities
|
(232,000
|
)
|
|
Remaining amount
|
612,000
|
|
|
Limitations to borrowing due to debt covenants and other obligations (1)
|
(22,403
|
)
|
|
Amount available for borrowing as of June 30, 2015 (2)
|
$
|
589,597
|
|
•
|
our total leverage ratio, which is the ratio of our consolidated total indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed
4.50
to 1.00.
|
•
|
our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed 3.25 to 1.00.
|
•
|
our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least
3.00
to 1.00.
|
•
|
Large, discrete, internally developed projects that we believe can, over the longer term provide us with materially important competitive capabilities and/or positions in new markets, such as investments in our software, service operations and other supporting capabilities for our integrated platform, costs incurred for post-merger integration efforts and expansion into new geographic markets.
|
•
|
Other organic investments intended to maintain or improve our competitive position or support growth, such as costs to develop new products and expand product attributes, production and IT capacity expansion, VBU related advertising costs and the continued investment in our employees.
|
•
|
Share purchases
|
•
|
Corporate acquisitions and similar Investments
|
•
|
Reduction of debt
|
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
|
$
|
39,227
|
|
|
$
|
7,697
|
|
|
$
|
10,469
|
|
|
$
|
8,120
|
|
|
$
|
12,941
|
|
Build-to-suit lease
|
131,769
|
|
|
10,475
|
|
|
25,138
|
|
|
25,138
|
|
|
71,018
|
|
|||||
Purchase commitments
|
27,052
|
|
|
27,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Senior unsecured notes and interest payments
|
410,178
|
|
|
19,678
|
|
|
38,500
|
|
|
38,500
|
|
|
313,500
|
|
|||||
Other debt and interest payments
|
269,852
|
|
|
28,964
|
|
|
52,382
|
|
|
186,615
|
|
|
1,891
|
|
|||||
Capital leases
|
24,103
|
|
|
9,150
|
|
|
11,937
|
|
|
2,981
|
|
|
35
|
|
|||||
Other
|
24,195
|
|
|
11,102
|
|
|
9,694
|
|
|
3,399
|
|
|
—
|
|
|||||
Total (1)
|
$
|
926,376
|
|
|
$
|
114,118
|
|
|
$
|
148,120
|
|
|
$
|
264,753
|
|
|
$
|
399,385
|
|
•
|
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 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) income 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 (expense), net on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans with another group company, which may be different from the functional currency of one of the subsidiary loan parties. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other income (expense), net. We expect these impacts may be volatile in the future, although they do not have a U.S. dollar cash impact for the consolidated group and therefore have currently elected not to hedge this exposure. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets denominated in currencies other than the functional currencies at the balance sheet dates to compute the impact these changes would have had on our income before taxes in the near term.
A hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would have resulted in an increase of
$18.8 million, $10.1 million, and $2.5 million on our income before taxes for the fiscal years ended
June 30, 2015
, 2014 and 2013, respectively.
|
|
June 30,
2015 |
|
June 30,
2014 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
103,584
|
|
|
$
|
62,508
|
|
Marketable securities
|
6,910
|
|
|
13,857
|
|
||
Accounts receivable, net of allowances of $372 and $212, respectively
|
32,145
|
|
|
23,515
|
|
||
Inventory
|
18,356
|
|
|
12,138
|
|
||
Prepaid expenses and other current assets
|
56,648
|
|
|
45,923
|
|
||
Total current assets
|
217,643
|
|
|
157,941
|
|
||
Property, plant and equipment, net
|
467,511
|
|
|
352,221
|
|
||
Software and web site development costs, net
|
22,109
|
|
|
14,016
|
|
||
Deferred tax assets
|
17,172
|
|
|
8,762
|
|
||
Goodwill
|
400,629
|
|
|
317,187
|
|
||
Intangible assets, net
|
151,063
|
|
|
110,214
|
|
||
Other assets
|
32,115
|
|
|
28,644
|
|
||
Total assets
|
$
|
1,308,242
|
|
|
$
|
988,985
|
|
Liabilities, noncontrolling interests and shareholders’ equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
65,875
|
|
|
$
|
52,770
|
|
Accrued expenses
|
172,826
|
|
|
121,177
|
|
||
Deferred revenue
|
23,407
|
|
|
26,913
|
|
||
Deferred tax liabilities
|
1,043
|
|
|
2,178
|
|
||
Short-term debt
|
22,602
|
|
|
37,575
|
|
||
Other current liabilities
|
21,470
|
|
|
888
|
|
||
Total current liabilities
|
307,223
|
|
|
241,501
|
|
||
Deferred tax liabilities
|
48,007
|
|
|
30,846
|
|
||
Lease financing obligation
|
93,841
|
|
|
18,117
|
|
||
Long-term debt
|
499,941
|
|
|
410,484
|
|
||
Other liabilities
|
52,073
|
|
|
44,420
|
|
||
Total liabilities
|
1,001,085
|
|
|
745,368
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
57,738
|
|
|
11,160
|
|
||
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 33,203,065 and 32,329,244 shares outstanding, respectively
|
615
|
|
|
615
|
|
||
Treasury shares, at cost, 10,877,562 and 11,751,383 shares, respectively
|
(412,132
|
)
|
|
(423,101
|
)
|
||
Additional paid-in capital
|
324,281
|
|
|
309,990
|
|
||
Retained earnings
|
435,052
|
|
|
342,840
|
|
||
Accumulated other comprehensive (loss) income
|
(98,909
|
)
|
|
2,113
|
|
||
Total shareholders’ equity attributable to Cimpress N.V.
|
248,907
|
|
|
232,457
|
|
||
Noncontrolling interest
|
512
|
|
|
—
|
|
||
Total shareholders' equity
|
249,419
|
|
|
232,457
|
|
||
Total liabilities, noncontrolling interests and shareholders’ equity
|
$
|
1,308,242
|
|
|
$
|
988,985
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
Cost of revenue (1)
|
568,599
|
|
|
451,093
|
|
|
400,293
|
|
|||
Technology and development expense (1)
|
194,360
|
|
|
176,344
|
|
|
164,859
|
|
|||
Marketing and selling expense (1)
|
489,743
|
|
|
440,311
|
|
|
446,116
|
|
|||
General and administrative expense (1)
|
145,180
|
|
|
116,574
|
|
|
110,086
|
|
|||
Income from operations
|
96,324
|
|
|
85,914
|
|
|
46,124
|
|
|||
Other income (expense), net
|
20,134
|
|
|
(21,630
|
)
|
|
(63
|
)
|
|||
Interest expense, net
|
(16,705
|
)
|
|
(7,674
|
)
|
|
(5,329
|
)
|
|||
Income before income taxes and loss in equity interests
|
99,753
|
|
|
56,610
|
|
|
40,732
|
|
|||
Income tax provision
|
10,441
|
|
|
10,590
|
|
|
9,387
|
|
|||
Loss in equity interests
|
—
|
|
|
2,704
|
|
|
1,910
|
|
|||
Net income
|
89,312
|
|
|
43,316
|
|
|
29,435
|
|
|||
Add: Net loss attributable to noncontrolling interests
|
2,900
|
|
|
380
|
|
|
—
|
|
|||
Net income attributable to Cimpress N.V.
|
$
|
92,212
|
|
|
$
|
43,696
|
|
|
$
|
29,435
|
|
Basic net income per share attributable to Cimpress N.V.
|
$
|
2.82
|
|
|
$
|
1.33
|
|
|
$
|
0.89
|
|
Diluted net income per share attributable to Cimpress N.V.
|
$
|
2.73
|
|
|
$
|
1.28
|
|
|
$
|
0.85
|
|
Weighted average shares outstanding — basic
|
32,644,870
|
|
|
32,873,234
|
|
|
33,209,172
|
|
|||
Weighted average shares outstanding — diluted
|
33,816,498
|
|
|
34,239,909
|
|
|
34,472,004
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenue
|
$
|
78
|
|
|
$
|
251
|
|
|
$
|
398
|
|
Technology and development expense
|
4,139
|
|
|
7,041
|
|
|
9,209
|
|
|||
Marketing and selling expense
|
1,952
|
|
|
5,082
|
|
|
6,354
|
|
|||
General and administrative expense
|
17,906
|
|
|
15,412
|
|
|
16,967
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
89,312
|
|
|
$
|
43,316
|
|
|
$
|
29,435
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss), net of hedges
|
(93,627
|
)
|
|
8,019
|
|
|
(910
|
)
|
|||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
(1,417
|
)
|
|
(1,285
|
)
|
|
483
|
|
|||
Amounts reclassified from accumulated other comprehensive income to net income on derivative instruments
|
815
|
|
|
396
|
|
|
(397
|
)
|
|||
Unrealized gain (loss) on available-for-sale-securities
|
(6,275
|
)
|
|
9,246
|
|
|
—
|
|
|||
Unrealized gain (loss) on pension benefit obligation
|
(388
|
)
|
|
(2,724
|
)
|
|
—
|
|
|||
Comprehensive income (loss)
|
(11,580
|
)
|
|
56,968
|
|
|
28,611
|
|
|||
Add: Comprehensive loss attributable to noncontrolling interests
|
2,770
|
|
|
397
|
|
|
—
|
|
|||
Total comprehensive income (loss) attributable to Cimpress N.V.
|
$
|
(8,810
|
)
|
|
$
|
57,365
|
|
|
$
|
28,611
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Number of Shares
Issued
|
|
Amount
|
|
Number
of
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
||||||||||||||
Balance at June 30, 2012
|
49,950
|
|
|
$
|
699
|
|
|
(15,831
|
)
|
|
$
|
(378,941
|
)
|
|
$
|
285,633
|
|
|
$
|
292,628
|
|
|
$
|
(10,732
|
)
|
|
$
|
189,287
|
|
Issuance of ordinary shares due to share option exercises
|
|
|
|
|
281
|
|
|
8,715
|
|
|
(3,910
|
)
|
|
|
|
|
|
|
4,805
|
|
|||||||||
Cancellation of treasury shares
|
(5,870
|
)
|
|
(84
|
)
|
|
5,870
|
|
|
30,262
|
|
|
(7,259
|
)
|
|
(22,919
|
)
|
|
|
|
—
|
|
|||||||
Restricted share units vested, net of shares withheld for taxes
|
|
|
|
|
|
|
242
|
|
|
6,014
|
|
|
(9,570
|
)
|
|
|
|
|
|
|
|
(3,556
|
)
|
||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
1,796
|
|
|
|
|
|
|
|
|
1,796
|
|
||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
32,969
|
|
|
|
|
|
|
|
|
32,969
|
|
|||||||
Purchase of ordinary shares
|
|
|
|
|
|
|
(1,851
|
)
|
|
(64,351
|
)
|
|
|
|
|
|
|
|
|
|
|
(64,351
|
)
|
||||||
Net income attributable to Cimpress N.V.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,435
|
|
|
|
|
|
29,435
|
|
||||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
86
|
|
|
86
|
|
||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(910
|
)
|
|
(910
|
)
|
||||||
Balance at June 30, 2013
|
44,080
|
|
|
$
|
615
|
|
|
(11,289
|
)
|
|
$
|
(398,301
|
)
|
|
$
|
299,659
|
|
|
$
|
299,144
|
|
|
$
|
(11,556
|
)
|
|
$
|
189,561
|
|
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
|
|
|
|
297
|
|
|
9,011
|
|
|
(8,001
|
)
|
|
|
|
|
|
|
1,010
|
|
|||||||||
Restricted share units vested, net of shares withheld for taxes
|
|
|
|
|
|
|
285
|
|
|
8,205
|
|
|
(14,220
|
)
|
|
|
|
|
|
|
|
(6,015
|
)
|
||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
5,159
|
|
|
|
|
|
|
|
|
5,159
|
|
||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
27,449
|
|
|
|
|
|
|
|
|
27,449
|
|
|||||||
Purchase of ordinary shares
|
|
|
|
|
|
|
(1,044
|
)
|
|
(42,016
|
)
|
|
|
|
|
|
|
|
|
|
|
(42,016
|
)
|
||||||
Net income attributable to Cimpress N.V.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,696
|
|
|
|
|
|
43,696
|
|
||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(889
|
)
|
|
(889
|
)
|
||||||||||||
Adjustment to contributed capital of noncontrolling interest
|
|
|
|
|
|
|
|
|
(56
|
)
|
|
|
|
|
|
(56
|
)
|
||||||||||||
Unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
9,246
|
|
|
9,246
|
|
||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,036
|
|
|
8,036
|
|
||||||
Unrealized loss on pension benefit obligation, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,724
|
)
|
|
(2,724
|
)
|
||||||||||||
Balance at June 30, 2014
|
44,080
|
|
|
$
|
615
|
|
|
(11,751
|
)
|
|
$
|
(423,101
|
)
|
|
$
|
309,990
|
|
|
$
|
342,840
|
|
|
$
|
2,113
|
|
|
$
|
232,457
|
|
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
|
|
|
|
672
|
|
|
6,689
|
|
|
(16,468
|
)
|
|
|
|
|
|
(9,779
|
)
|
||||||||||
Restricted share units vested, net of shares withheld for taxes
|
|
|
|
|
201
|
|
|
4,280
|
|
|
(10,728
|
)
|
|
|
|
|
|
(6,448
|
)
|
||||||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
|
|
20,763
|
|
|
|
|
|
|
20,763
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
20,724
|
|
|
|
|
|
|
20,724
|
|
||||||||||||
Net income attributable to Cimpress N.V.
|
|
|
|
|
|
|
|
|
|
|
92,212
|
|
|
|
|
92,212
|
|
||||||||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(602
|
)
|
|
(602
|
)
|
||||||||||||
Unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,275
|
)
|
|
(6,275
|
)
|
||||||||||||
Foreign currency translation, net of hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(93,757
|
)
|
|
(93,757
|
)
|
||||||||||||
Unrealized loss on pension benefit obligation, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(388
|
)
|
|
(388
|
)
|
||||||||||||
Balance at June 30, 2015
|
44,080
|
|
|
$
|
615
|
|
|
(10,878
|
)
|
|
$
|
(412,132
|
)
|
|
$
|
324,281
|
|
|
$
|
435,052
|
|
|
$
|
(98,909
|
)
|
|
$
|
248,907
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
89,312
|
|
|
$
|
43,316
|
|
|
$
|
29,435
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
97,500
|
|
|
72,282
|
|
|
64,325
|
|
|||
Share-based compensation expense
|
24,075
|
|
|
27,786
|
|
|
32,928
|
|
|||
Excess tax benefits derived from share-based compensation awards
|
(13,146
|
)
|
|
(5,159
|
)
|
|
(1,796
|
)
|
|||
Deferred taxes
|
(14,940
|
)
|
|
(12,807
|
)
|
|
(8,626
|
)
|
|||
Loss on sale of equity method investment
|
—
|
|
|
12,681
|
|
|
—
|
|
|||
Loss in equity interests
|
—
|
|
|
2,704
|
|
|
1,910
|
|
|||
Non-cash gain on equipment
|
—
|
|
|
—
|
|
|
(1,414
|
)
|
|||
Abandonment of long-lived assets
|
—
|
|
|
7
|
|
|
1,529
|
|
|||
Unrealized (gain) loss on derivative instruments included in net income
|
(1,868
|
)
|
|
425
|
|
|
—
|
|
|||
Change in fair value of contingent consideration
|
14,890
|
|
|
2,192
|
|
|
(588
|
)
|
|||
Payment of contingent consideration in excess of acquisition-date fair value
|
(8,055
|
)
|
|
—
|
|
|
—
|
|
|||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency
|
(6,455
|
)
|
|
748
|
|
|
29
|
|
|||
Other non-cash items
|
4,130
|
|
|
1,328
|
|
|
1,329
|
|
|||
Changes in operating assets and liabilities excluding the effect of business acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
2,057
|
|
|
4,008
|
|
|
(1,532
|
)
|
|||
Inventory
|
(4,491
|
)
|
|
(1,055
|
)
|
|
(525
|
)
|
|||
Prepaid expenses and other assets
|
8,597
|
|
|
(15,336
|
)
|
|
10,791
|
|
|||
Accounts payable
|
(4,026
|
)
|
|
14,945
|
|
|
557
|
|
|||
Accrued expenses and other liabilities
|
41,296
|
|
|
515
|
|
|
11,660
|
|
|||
Net cash provided by operating activities
|
228,876
|
|
|
148,580
|
|
|
140,012
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
(75,813
|
)
|
|
(72,122
|
)
|
|
(78,999
|
)
|
|||
Business acquisitions, net of cash acquired
|
(123,804
|
)
|
|
(216,384
|
)
|
|
—
|
|
|||
(Purchases of) proceeds from the sale of intangible assets, net
|
(250
|
)
|
|
(116
|
)
|
|
1,000
|
|
|||
Purchase of available-for-sale securities
|
—
|
|
|
(4,629
|
)
|
|
—
|
|
|||
Capitalization of software and website development costs
|
(17,323
|
)
|
|
(9,749
|
)
|
|
(7,667
|
)
|
|||
Investment in equity interests
|
—
|
|
|
(4,994
|
)
|
|
(12,753
|
)
|
|||
Other investing activities
|
—
|
|
|
1,010
|
|
|
(512
|
)
|
|||
Net cash used in investing activities
|
(217,190
|
)
|
|
(306,984
|
)
|
|
(98,931
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from borrowings of debt
|
367,500
|
|
|
482,800
|
|
|
113,712
|
|
|||
Proceeds from issuance of senior notes
|
275,000
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt
|
(581,920
|
)
|
|
(273,491
|
)
|
|
(104,125
|
)
|
|||
Payments of debt issuance costs
|
(6,373
|
)
|
|
(1,363
|
)
|
|
(1,536
|
)
|
|||
Payment of contingent consideration included in acquisition-date fair value
|
(11,105
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of withholding taxes in connection with equity awards
|
(29,351
|
)
|
|
(9,430
|
)
|
|
(3,556
|
)
|
|||
Payments of capital lease obligations
|
(5,750
|
)
|
|
(1,297
|
)
|
|
—
|
|
|||
Excess tax benefits derived from share-based compensation awards
|
13,146
|
|
|
5,159
|
|
|
1,796
|
|
|||
Purchase of ordinary shares
|
—
|
|
|
(42,016
|
)
|
|
(64,351
|
)
|
|||
Proceeds from issuance of ordinary shares
|
13,123
|
|
|
4,425
|
|
|
4,805
|
|
|||
Capital contribution from noncontrolling interest
|
4,160
|
|
|
4,821
|
|
|
—
|
|
|||
Issuance of dividend to noncontrolling interest
|
(118
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
38,312
|
|
|
169,608
|
|
|
(53,255
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(8,922
|
)
|
|
1,239
|
|
|
36
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
41,076
|
|
|
12,443
|
|
|
(12,138
|
)
|
|||
Cash and cash equivalents at beginning of period
|
62,508
|
|
|
50,065
|
|
|
62,203
|
|
|||
Cash and cash equivalents at end of period
|
$
|
103,584
|
|
|
$
|
62,508
|
|
|
$
|
50,065
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
8,520
|
|
|
$
|
6,446
|
|
|
$
|
4,762
|
|
Income taxes
|
14,284
|
|
|
18,485
|
|
|
13,656
|
|
|||
|
|
|
|
|
|
||||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capitalization of construction costs related to financing lease obligation
|
$
|
86,198
|
|
|
$
|
18,117
|
|
|
$
|
—
|
|
Property and equipment acquired under capital leases
|
13,194
|
|
|
—
|
|
|
—
|
|
|||
Amounts due for acquisitions of businesses
|
20,122
|
|
|
21,582
|
|
|
—
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Gains (losses) on derivative instruments (1)
|
$
|
9,317
|
|
|
$
|
(7,473
|
)
|
|
$
|
29
|
|
Currency related gains (losses), net (2)
|
10,245
|
|
|
(1,764
|
)
|
|
(92
|
)
|
|||
Loss on disposal of Namex
|
—
|
|
|
(12,681
|
)
|
|
—
|
|
|||
Other gains (losses)
|
572
|
|
|
288
|
|
|
—
|
|
|||
Total other income (expense), net
|
$
|
20,134
|
|
|
$
|
(21,630
|
)
|
|
$
|
(63
|
)
|
|
Year Ended June 30,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average shares outstanding, basic
|
32,644,870
|
|
|
32,873,234
|
|
|
33,209,172
|
|
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs
|
1,171,628
|
|
|
1,366,675
|
|
|
1,262,832
|
|
Shares used in computing diluted net income per share attributable to Cimpress N.V.
|
33,816,498
|
|
|
34,239,909
|
|
|
34,472,004
|
|
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V.
|
289,356
|
|
|
953,100
|
|
|
1,740,542
|
|
|
June 30, 2015
|
||||||||||
|
Amortized Cost Basis
|
|
Unrealized gain
|
|
Estimated Fair Value
|
||||||
Available-for-sale securities
|
|
|
|
|
|
||||||
Plaza Create Co. Ltd. common shares (1)
|
$
|
3,939
|
|
|
$
|
2,971
|
|
|
$
|
6,910
|
|
Total investments in available-for-sale securities
|
$
|
3,939
|
|
|
$
|
2,971
|
|
|
$
|
6,910
|
|
|
June 30, 2014
|
||||||||||
|
Amortized Cost Basis
|
|
Unrealized gain
|
|
Estimated Fair Value
|
||||||
Available-for-sale securities
|
|
|
|
|
|
||||||
Plaza Create Co. Ltd. common shares (1)
|
$
|
4,611
|
|
|
$
|
9,246
|
|
|
$
|
13,857
|
|
Total investments in available-for-sale securities
|
$
|
4,611
|
|
|
$
|
9,246
|
|
|
$
|
13,857
|
|
•
|
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.
|
|
June 30, 2015
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
6,910
|
|
|
$
|
6,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Currency forward contracts
|
1,902
|
|
|
—
|
|
|
1,902
|
|
|
—
|
|
||||
Total assets recorded at fair value
|
$
|
8,812
|
|
|
$
|
6,910
|
|
|
$
|
1,902
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
(1,150
|
)
|
|
$
|
—
|
|
|
$
|
(1,150
|
)
|
|
$
|
—
|
|
Cross-currency swap contracts
|
(8,433
|
)
|
|
—
|
|
|
(8,433
|
)
|
|
—
|
|
||||
Currency forward contracts
|
(407
|
)
|
|
—
|
|
|
(407
|
)
|
|
—
|
|
||||
Contingent consideration
|
(7,833
|
)
|
|
—
|
|
|
—
|
|
|
(7,833
|
)
|
||||
Total liabilities recorded at fair value
|
$
|
(17,823
|
)
|
|
$
|
—
|
|
|
$
|
(9,990
|
)
|
|
$
|
(7,833
|
)
|
|
June 30, 2014
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
13,857
|
|
|
$
|
13,857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Currency forward contracts
|
382
|
|
|
—
|
|
|
382
|
|
|
—
|
|
||||
Total assets recorded at fair value
|
$
|
14,239
|
|
|
$
|
13,857
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
(745
|
)
|
|
$
|
—
|
|
|
$
|
(745
|
)
|
|
$
|
—
|
|
Currency forward contracts
|
(806
|
)
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
||||
Contingent consideration
|
(16,072
|
)
|
|
—
|
|
|
—
|
|
|
(16,072
|
)
|
||||
Total liabilities recorded at fair value
|
$
|
(17,623
|
)
|
|
$
|
—
|
|
|
$
|
(1,551
|
)
|
|
$
|
(16,072
|
)
|
|
Total contingent consideration
|
||
Balance at June 30, 2013
|
$
|
—
|
|
Fair value at acquisition date
|
14,006
|
|
|
Fair value adjustment
|
2,192
|
|
|
Foreign currency impact
|
(126
|
)
|
|
Balance at June 30, 2014 (1)
|
$
|
16,072
|
|
Fair value adjustment
|
14,890
|
|
|
Cash payments
|
(19,160
|
)
|
|
Foreign currency impact
|
(3,969
|
)
|
|
Balance at June 30, 2015 (1)
|
$
|
7,833
|
|
Interest rate swap contracts outstanding:
|
|
Notional Amounts
|
||
Contracts accruing interest as of June 30, 2015
|
|
$
|
240,000
|
|
Contracts with a future start date
|
|
65,000
|
|
|
Total
|
|
$
|
305,000
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Number of Instruments
|
|
Index
|
$285,770
|
|
September 2014 through June 2015
|
|
Various dates through December 2016
|
|
436
|
|
Various
|
|
June 30, 2015
|
||||||||||||||||||||||||||
|
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
|
||||||||||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(1,087
|
)
|
|
$
|
—
|
|
|
$
|
(1,087
|
)
|
Cross-currency swaps
|
Other non-current assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
(8,433
|
)
|
|
—
|
|
|
(8,433
|
)
|
||||||
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
(9,520
|
)
|
|
$
|
—
|
|
|
$
|
(9,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
Currency forward contracts
|
Other current assets / other assets
|
|
3,256
|
|
|
(1,354
|
)
|
|
1,902
|
|
|
Other current liabilities / other liabilities
|
|
(1,792
|
)
|
|
1,385
|
|
|
(407
|
)
|
||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
3,256
|
|
|
$
|
(1,354
|
)
|
|
$
|
1,902
|
|
|
|
|
$
|
(1,855
|
)
|
|
$
|
1,385
|
|
|
$
|
(470
|
)
|
|
June 30, 2014
|
||||||||||||||||||||||||||
|
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
|
||||||||||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(771
|
)
|
|
$
|
26
|
|
|
$
|
(745
|
)
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
(771
|
)
|
|
$
|
26
|
|
|
$
|
(745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other current assets
|
|
$
|
410
|
|
|
$
|
(28
|
)
|
|
$
|
382
|
|
|
Other current liabilities
|
|
$
|
(1,058
|
)
|
|
$
|
252
|
|
|
$
|
(806
|
)
|
Total derivatives not designated as hedging instruments
|
|
|
$
|
410
|
|
|
$
|
(28
|
)
|
|
$
|
382
|
|
|
|
|
$
|
(1,058
|
)
|
|
$
|
252
|
|
|
$
|
(806
|
)
|
Derivatives in Hedging Relationships
|
Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion)
|
||||||||||
|
Year Ended June 30,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Currency contracts that hedge revenue
|
—
|
|
|
(107
|
)
|
|
280
|
|
|||
Currency contracts that hedge cost of revenue
|
—
|
|
|
59
|
|
|
(263
|
)
|
|||
Currency contracts that hedge technology and development expense
|
—
|
|
|
70
|
|
|
80
|
|
|||
Currency contracts that hedge general and administrative expense
|
—
|
|
|
12
|
|
|
(1
|
)
|
|||
Interest rate swaps
|
(1,417
|
)
|
|
(1,319
|
)
|
|
387
|
|
|||
Cross-currency swaps
|
(7,779
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
(9,196
|
)
|
|
$
|
(1,285
|
)
|
|
$
|
483
|
|
Details about Accumulated Other
Comprehensive (Loss) Income Components
|
Amount Reclassified from Accumulated Other Comprehensive (Loss) Income to Net Income Gain/(Loss)
|
|
Affected line item in the
Statement of Operations
|
||||||||||
|
Year Ended June 30,
|
|
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Currency contracts that hedge revenue
|
$
|
—
|
|
|
$
|
(120
|
)
|
|
$
|
293
|
|
|
Revenue
|
Currency contracts that hedge cost of revenue
|
—
|
|
|
(112
|
)
|
|
(92
|
)
|
|
Cost of revenue
|
|||
Currency contracts that hedge technology and development expense
|
—
|
|
|
122
|
|
|
27
|
|
|
Technology and development expense
|
|||
Currency contracts that hedge general and administrative expense
|
—
|
|
|
11
|
|
|
1
|
|
|
General and administrative expense
|
|||
Interest rate swaps
|
(1,087
|
)
|
|
(372
|
)
|
|
189
|
|
|
Interest expense, net
|
|||
Total before income tax
|
(1,087
|
)
|
|
(471
|
)
|
|
418
|
|
|
Income (loss) before income taxes and loss in equity interests
|
|||
Income tax
|
272
|
|
|
75
|
|
|
(21
|
)
|
|
Income tax provision
|
|||
Total
|
$
|
(815
|
)
|
|
$
|
(396
|
)
|
|
$
|
397
|
|
|
|
Derivatives not classified as hedging instruments
|
Amount of Gain (Loss) Recognized in Income
|
|
Location of Gain (Loss) Recognized in Income (Ineffective Portion)
|
||||||||||
|
Year Ended June 30,
|
|
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Currency contracts
|
$
|
9,370
|
|
|
$
|
(7,473
|
)
|
|
$
|
29
|
|
|
Other income (expense), net
|
Interest rate swaps
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|||
|
$
|
9,317
|
|
|
$
|
(7,473
|
)
|
|
$
|
29
|
|
|
|
|
Gains (losses) on cash flow hedges
|
|
Gains (losses) on available for sale securities
|
|
Losses on pension benefit obligation
|
|
Translation adjustments, net of hedges (1)
|
|
Total
|
||||||||||
Balance as of June 30, 2013
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,642
|
)
|
|
$
|
(11,556
|
)
|
Other comprehensive (loss) income before reclassifications
|
(1,285
|
)
|
|
9,246
|
|
|
(2,724
|
)
|
|
8,036
|
|
|
13,273
|
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income to net income
|
396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
396
|
|
|||||
Net current period other comprehensive (loss) income
|
(889
|
)
|
|
9,246
|
|
|
(2,724
|
)
|
|
8,036
|
|
|
13,669
|
|
|||||
Balance as of June 30, 2014
|
(803
|
)
|
|
9,246
|
|
|
(2,724
|
)
|
|
(3,606
|
)
|
|
2,113
|
|
|||||
Other comprehensive (loss) income before reclassifications
|
(1,417
|
)
|
|
(6,275
|
)
|
|
(388
|
)
|
|
(93,757
|
)
|
|
(101,837
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive (loss) income to net income
|
815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
815
|
|
|||||
Net current period other comprehensive (loss) income
|
(602
|
)
|
|
(6,275
|
)
|
|
(388
|
)
|
|
(93,757
|
)
|
|
(101,022
|
)
|
|||||
Balance as of June 30, 2015
|
$
|
(1,405
|
)
|
|
$
|
2,971
|
|
|
$
|
(3,112
|
)
|
|
$
|
(97,363
|
)
|
|
$
|
(98,909
|
)
|
|
|
|
June 30,
|
||||||
|
Estimated useful lives
|
|
2015
|
|
2014
|
||||
Land improvements
|
10 years
|
|
$
|
2,146
|
|
|
$
|
2,382
|
|
Building and building improvements
|
10 - 30 years
|
|
162,468
|
|
|
144,658
|
|
||
Machinery and production equipment
|
4 - 10 years
|
|
251,366
|
|
|
229,927
|
|
||
Machinery and production equipment under capital lease
|
4 - 10 years
|
|
27,693
|
|
|
13,513
|
|
||
Computer software and equipment
|
3 - 5 years
|
|
125,520
|
|
|
112,815
|
|
||
Furniture, fixtures and office equipment
|
5 - 7 years
|
|
22,957
|
|
|
21,780
|
|
||
Leasehold improvements
|
Shorter of lease term or expected life of the asset
|
|
36,747
|
|
|
28,327
|
|
||
Construction in progress
|
|
|
138,582
|
|
|
59,627
|
|
||
|
|
|
767,479
|
|
|
613,029
|
|
||
Less accumulated depreciation, inclusive of assets under capital lease
|
|
|
(331,209
|
)
|
|
(293,145
|
)
|
||
|
|
|
436,270
|
|
|
319,884
|
|
||
Land
|
|
|
31,241
|
|
|
32,337
|
|
||
Property, plant, and equipment, net
|
|
|
$
|
467,511
|
|
|
$
|
352,221
|
|
Cash paid
|
|
$
|
97,012
|
|
Working capital and debt adjustment
|
|
4,832
|
|
|
Total consideration
|
|
$
|
101,844
|
|
|
|
|
Weighted Average
|
||
|
Amount
|
|
Useful Life in Years
|
||
Tangible assets acquired and liabilities assumed:
|
|
|
|
||
Cash and cash equivalents
|
$
|
18,991
|
|
|
n/a
|
Other current assets (1)
|
14,318
|
|
|
n/a
|
|
Non-current assets
|
18,711
|
|
|
n/a
|
|
Accounts payable and other current liabilities
|
(21,008
|
)
|
|
n/a
|
|
Deferred tax liability
|
(21,655
|
)
|
|
n/a
|
|
Other long term liabilities
|
(9,966
|
)
|
|
n/a
|
|
Identifiable intangible assets:
|
|
|
|
||
Customer relationships
|
35,434
|
|
|
7-9
|
|
Trade name
|
11,900
|
|
|
10-14
|
|
Developed technology
|
9,669
|
|
|
3
|
|
Noncontrolling interest
|
(43,354
|
)
|
|
|
|
Goodwill
|
88,804
|
|
|
n/a
|
|
Total purchase price
|
$
|
101,844
|
|
|
|
•
|
We acquired all of the Pixartprinting corporate capital held by Alcedo III, a close-ended investment fund, representing
72.75%
of Pixartprinting’s outstanding corporate capital.
|
•
|
We acquired a portion of the Pixartprinting corporate capital held by Cap2 S.r.l., 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”).
|
•
|
We acquired all of the Pixartprinting corporate capital held by Alessandro Tenderini, Pixartprinting’s Chief Executive Officer, at closing representing
3%
of Pixartprinting’s outstanding corporate capital. Mr. Tenderini had the right to purchase 1% of the corporate capital of Pixartprinting from Cimpress (the “CEO Retained Equity”) for an aggregate purchase price of €10 during the 10 business days after April 3, 2015, so long as Mr. Tenderini remained a Cimpress Italy employee on that date, and Mr. Tenderini exercised this purchase right in April 2015.
|
Cash paid
|
|
$
|
175,896
|
|
Shareholder loans assumed
|
|
20,227
|
|
|
Fair value of contingent consideration
|
|
4,953
|
|
|
Total consideration
|
|
$
|
201,076
|
|
|
|
|
Weighted Average
|
||
|
Amount
|
|
Useful Life in Years
|
||
Tangible assets acquired and liabilities assumed:
|
|
|
|
||
Cash and cash equivalents
|
$
|
6,913
|
|
|
n/a
|
Other current assets
|
5,601
|
|
|
n/a
|
|
Non-current assets
|
20,582
|
|
|
n/a
|
|
Accounts payable and other current liabilities
|
(17,681
|
)
|
|
n/a
|
|
Deferred tax liability
|
(20,640
|
)
|
|
n/a
|
|
Other long-term liabilities
|
(9,943
|
)
|
|
n/a
|
|
Identifiable intangible assets:
|
|
|
|
||
Customer relationships
|
42,375
|
|
|
6
|
|
Trade name
|
16,372
|
|
|
10
|
|
Developed technology
|
8,943
|
|
|
3
|
|
Noncontrolling interest
|
(5,728
|
)
|
|
|
|
Goodwill
|
154,282
|
|
|
n/a
|
|
Total purchase price
|
$
|
201,076
|
|
|
|
|
Vistaprint Business Unit
|
|
All Other Business Units
|
|
Total
|
||||||
Balance as of June 30, 2013 (1)
|
$
|
135,122
|
|
|
$
|
5,771
|
|
|
$
|
140,893
|
|
Acquisitions (2)
|
—
|
|
|
174,887
|
|
|
174,887
|
|
|||
Effect of currency translation adjustments (3)
|
2,885
|
|
|
(1,478
|
)
|
|
1,407
|
|
|||
Balance as of June 30, 2014 (1)
|
138,007
|
|
|
179,180
|
|
|
317,187
|
|
|||
Acquisitions (2)
|
—
|
|
|
122,319
|
|
|
122,319
|
|
|||
Adjustments
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
|||
Effect of currency translation adjustments (3)
|
(9,353
|
)
|
|
(29,411
|
)
|
|
(38,764
|
)
|
|||
Balance as of June 30, 2015
|
$
|
128,654
|
|
|
$
|
271,975
|
|
|
$
|
400,629
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Trade Name
|
$
|
45,743
|
|
|
$
|
(7,581
|
)
|
|
$
|
38,162
|
|
|
$
|
32,092
|
|
|
$
|
(4,495
|
)
|
|
$
|
27,597
|
|
Developed Technology
|
33,270
|
|
|
(15,466
|
)
|
|
17,804
|
|
|
27,205
|
|
|
(13,404
|
)
|
|
13,801
|
|
||||||
Customer Relationships
|
114,616
|
|
|
(21,966
|
)
|
|
92,650
|
|
|
77,774
|
|
|
(12,164
|
)
|
|
65,610
|
|
||||||
Customer Network
|
4,829
|
|
|
(2,382
|
)
|
|
2,447
|
|
|
4,876
|
|
|
(1,670
|
)
|
|
3,206
|
|
||||||
Total Intangible Assets
|
$
|
198,458
|
|
|
$
|
(47,395
|
)
|
|
$
|
151,063
|
|
|
$
|
141,947
|
|
|
$
|
(31,733
|
)
|
|
$
|
110,214
|
|
2016
|
$
|
33,351
|
|
2017
|
25,329
|
|
|
2018
|
21,680
|
|
|
2019
|
16,469
|
|
|
2020
|
13,471
|
|
|
|
$
|
110,300
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Compensation costs (1)
|
$
|
62,759
|
|
|
$
|
46,375
|
|
Income and indirect taxes
|
25,495
|
|
|
23,190
|
|
||
Advertising costs
|
20,275
|
|
|
19,299
|
|
||
Acquisition-related consideration payable (2)
|
17,400
|
|
|
6,276
|
|
||
Interest
|
5,731
|
|
|
375
|
|
||
Shipping costs
|
2,471
|
|
|
4,104
|
|
||
Purchases of property, plant and equipment
|
3,030
|
|
|
3,687
|
|
||
Professional costs
|
2,396
|
|
|
2,224
|
|
||
Other (3)
|
33,269
|
|
|
15,647
|
|
||
Total accrued expenses
|
$
|
172,826
|
|
|
$
|
121,177
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Short-term portion of lease financing obligation
|
$
|
10,475
|
|
|
$
|
—
|
|
Short-term capital lease obligations
|
7,497
|
|
|
—
|
|
||
Other
|
3,498
|
|
|
888
|
|
||
Total other current liabilities
|
$
|
21,470
|
|
|
$
|
888
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Long-term capital lease obligations
|
$
|
18,304
|
|
|
$
|
8,875
|
|
Long-term derivative liabilities
|
9,816
|
|
|
665
|
|
||
Other
|
23,953
|
|
|
34,880
|
|
||
Total other liabilities
|
$
|
52,073
|
|
|
$
|
44,420
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
7.0% Senior unsecured notes due 2022
|
$
|
275,000
|
|
|
$
|
—
|
|
Senior secured credit facility (1)
|
231,507
|
|
|
426,859
|
|
||
Other (2)
|
11,536
|
|
|
—
|
|
||
Uncommitted credit facility
|
4,500
|
|
|
21,200
|
|
||
Total debt outstanding
|
522,543
|
|
|
448,059
|
|
||
Less short-term debt (1)
|
22,602
|
|
|
37,575
|
|
||
Long-term debt
|
$
|
499,941
|
|
|
$
|
410,484
|
|
•
|
Revolving loans of
$690,000
with a maturity date of September 23, 2019
|
•
|
Term loan of
$154,000
amortizing over the loan period, with a final maturity date of September 23, 2019
|
•
|
our total leverage ratio, which is the ratio of our consolidated total indebtedness to our TTM consolidated EBITDA, will not exceed
4.50
to
1.00
.
|
•
|
our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness to our TTM consolidated EBITDA, will not exceed
3.25
to
1.00
.
|
•
|
our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least
3.00
to
1.00
.
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Risk-free interest rate
|
1.67
|
%
|
|
1.56
|
%
|
|
0.81
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected term (years)
|
6.00
|
|
|
5.75
|
|
|
6.00
|
|
|||
Expected volatility
|
50
|
%
|
|
56
|
%
|
|
58
|
%
|
|||
Weighted average fair value of options granted
|
$
|
35.84
|
|
|
$
|
28.14
|
|
|
$
|
17.23
|
|
|
Shares Pursuant to Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at the beginning of the period
|
3,959,353
|
|
|
$
|
38.43
|
|
|
5.1
|
|
|
||
Granted
|
18,135
|
|
|
73.28
|
|
|
|
|
|
|
||
Exercised
|
(1,057,015
|
)
|
|
20.58
|
|
|
|
|
|
|
||
Forfeited/cancelled
|
(7,081
|
)
|
|
51.84
|
|
|
|
|
|
|
||
Outstanding at the end of the period
|
2,913,392
|
|
|
$
|
45.09
|
|
|
4.3
|
|
$
|
113,840
|
|
Vested or expected to vest at the end of the period
|
2,811,830
|
|
|
$
|
44.90
|
|
|
4.3
|
|
$
|
110,396
|
|
Exercisable at the end of the period
|
1,686,223
|
|
|
$
|
41.34
|
|
|
3.8
|
|
$
|
72,207
|
|
|
RSUs
|
|
Weighted-
Average
Grant Date Fair
Value
|
|
Aggregate
Intrinsic
Value
|
|||||
Unvested at the beginning of the period
|
837,131
|
|
|
$
|
42.10
|
|
|
|
|
|
Granted
|
310,255
|
|
|
63.28
|
|
|
|
|
||
Vested and distributed
|
(297,054
|
)
|
|
42.72
|
|
|
|
|
||
Forfeited
|
(83,052
|
)
|
|
44.20
|
|
|
|
|
||
Unvested at the end of the period
|
767,280
|
|
|
$
|
50.19
|
|
|
$
|
64,574
|
|
|
Year Ended June 30,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal effect
|
0.8
|
|
|
3.4
|
|
|
2.6
|
|
Tax rate differential on non-U.S. earnings
|
(24.0
|
)
|
|
(19.3
|
)
|
|
(23.8
|
)
|
Compensation related items
|
1.1
|
|
|
4.3
|
|
|
6.5
|
|
Increase in valuation allowance
|
8.0
|
|
|
4.8
|
|
|
5.0
|
|
Nondeductible (taxable) acquisition-related payments
|
3.7
|
|
|
0.3
|
|
|
(0.3
|
)
|
Notional interest deduction (Italy)
|
(2.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
Net tax (benefit) expense on intellectual property transfer
|
(12.2
|
)
|
|
(16.4
|
)
|
|
3.2
|
|
Tax benefit from Canadian tax currency election
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
Nondeductible loss on investment in Namex
|
—
|
|
|
3.8
|
|
|
—
|
|
Other
|
0.6
|
|
|
2.9
|
|
|
(0.5
|
)
|
Effective income tax rate
|
10.5
|
%
|
|
18.7
|
%
|
|
23.0
|
%
|
|
Year Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
31,547
|
|
|
$
|
15,066
|
|
Depreciation and amortization
|
836
|
|
|
373
|
|
||
Accrued expenses
|
4,691
|
|
|
5,112
|
|
||
Share-based compensation
|
15,580
|
|
|
14,712
|
|
||
Credit and other carryforwards
|
114
|
|
|
146
|
|
||
Derivative financial instruments
|
2,396
|
|
|
142
|
|
||
Other
|
1,598
|
|
|
1,227
|
|
||
Subtotal
|
56,762
|
|
|
36,778
|
|
||
Valuation allowance
|
(16,612
|
)
|
|
(6,890
|
)
|
||
Total deferred tax assets
|
40,150
|
|
|
29,888
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(55,026
|
)
|
|
(35,639
|
)
|
||
IP installment obligation
|
(13,325
|
)
|
|
(16,557
|
)
|
||
Capital Leases
|
(1,345
|
)
|
|
(1,162
|
)
|
||
Other
|
(772
|
)
|
|
(75
|
)
|
||
Total deferred tax liabilities
|
(70,468
|
)
|
|
(53,433
|
)
|
||
Net deferred tax liabilities
|
$
|
(30,318
|
)
|
|
$
|
(23,545
|
)
|
Balance at June 30, 2014
|
$
|
6,890
|
|
Charges to earnings (1)
|
7,940
|
|
|
Charges to other accounts (2)
|
1,782
|
|
|
Balance at June 30, 2015
|
$
|
16,612
|
|
Balance at June 30, 2013
|
$
|
5,682
|
|
Additions based on tax positions related to the current tax year
|
152
|
|
|
Additions based on tax positions related to prior tax years
|
1,244
|
|
|
Reductions due to audit settlements
|
(334
|
)
|
|
Balance at June 30, 2014
|
$
|
6,744
|
|
Additions based on tax positions related to the current tax year
|
208
|
|
|
Additions based on tax positions related to prior tax years
|
73
|
|
|
Reductions based on tax positions related to prior tax years
|
(1,240
|
)
|
|
Reductions due to audit settlements
|
(75
|
)
|
|
Balance at June 30, 2015
|
$
|
5,710
|
|
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interest
|
||||
Balance as of June 30, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital contribution from noncontrolling interest
|
|
5,773
|
|
|
—
|
|
||
Adjustment to noncontrolling interest
|
|
56
|
|
|
—
|
|
||
Acquisition of noncontrolling interest
|
|
5,728
|
|
|
—
|
|
||
Net loss attributable to noncontrolling interest
|
|
(380
|
)
|
|
—
|
|
||
Foreign currency translation
|
|
(17
|
)
|
|
—
|
|
||
Balance as of June 30, 2014
|
|
$
|
11,160
|
|
|
$
|
—
|
|
Capital contribution from noncontrolling interest
|
|
4,160
|
|
|
—
|
|
||
Acquisition of noncontrolling interest
|
|
42,951
|
|
|
2,867
|
|
||
Dividend paid to noncontrolling interest
|
|
(118
|
)
|
|
—
|
|
||
Net loss attributable to noncontrolling interest
|
|
(700
|
)
|
|
(2,200
|
)
|
||
Foreign currency translation
|
|
285
|
|
|
(155
|
)
|
||
Balance as of June 30, 2015
|
|
$
|
57,738
|
|
|
$
|
512
|
|
•
|
Vistaprint Business Unit -
Aggregates the operations of our core Vistaprint-branded business in the North America, Europe, Australia and New Zealand markets, and our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies.
|
•
|
All Other Business Units -
Includes the operations of our Albumprinter, druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, and Most of World business units. Our Most of World business unit is focused on our emerging market portfolio, including operations in Brazil, India and Japan. These business units have been combined into one reportable segment based on materiality.
|
•
|
We do not allocate support costs across operating segments or corporate and global functions.
|
•
|
Some of our recently acquired business units are burdened by the costs of their local finance, HR, and other administrative support functions, whereas other business units leverage our global functions and do not receive an allocation for these services.
|
•
|
Our All Other Business Units reporting segment includes our Most of World business unit, which has operating losses as it is in its early stage of investment relative to the scale of the underlying business. It also includes amortization of intangible assets resulting from our various acquisitions.
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Vistaprint Business Unit
|
$
|
1,194,393
|
|
|
$
|
1,144,030
|
|
|
$
|
1,091,900
|
|
All Other Business Units
|
299,813
|
|
|
126,206
|
|
|
75,578
|
|
|||
Total revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from operations:
|
|
|
|
|
|
||||||
Vistaprint Business Unit
|
$
|
346,161
|
|
|
$
|
314,255
|
|
|
$
|
246,863
|
|
All Other Business Units
|
(12,379
|
)
|
|
(17,930
|
)
|
|
(14,921
|
)
|
|||
Corporate and global functions
|
(237,458
|
)
|
|
(210,411
|
)
|
|
(185,818
|
)
|
|||
Total income from operations
|
$
|
96,324
|
|
|
$
|
85,914
|
|
|
$
|
46,124
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Vistaprint Business Unit
|
$
|
40,075
|
|
|
$
|
34,782
|
|
|
$
|
34,789
|
|
All Other Business Units
|
39,797
|
|
|
19,154
|
|
|
12,460
|
|
|||
Corporate and global functions
|
17,628
|
|
|
18,346
|
|
|
17,076
|
|
|||
Total depreciation and amortization
|
$
|
97,500
|
|
|
$
|
72,282
|
|
|
$
|
64,325
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
|||||
United States
|
$
|
718,072
|
|
|
$
|
653,216
|
|
|
$
|
606,246
|
|
Non-United States (1)
|
776,134
|
|
|
617,020
|
|
|
561,232
|
|
|||
Total revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
|
|||||
Physical printed products and other (2)
|
$
|
1,423,110
|
|
|
$
|
1,189,905
|
|
|
$
|
1,084,698
|
|
Digital products/services
|
71,096
|
|
|
80,331
|
|
|
82,780
|
|
|||
Total revenue
|
$
|
1,494,206
|
|
|
$
|
1,270,236
|
|
|
$
|
1,167,478
|
|
|
June 30,
2015 |
|
June 30,
2014 |
||||
Long-lived assets (3):
|
|
|
|
|
|
||
Canada
|
$
|
99,474
|
|
|
$
|
100,369
|
|
Netherlands
|
98,288
|
|
|
106,918
|
|
||
Switzerland
|
41,357
|
|
|
31,201
|
|
||
United States
|
31,417
|
|
|
30,920
|
|
||
Italy
|
28,548
|
|
|
20,356
|
|
||
Australia
|
26,908
|
|
|
35,367
|
|
||
Jamaica
|
23,814
|
|
|
25,431
|
|
||
France
|
21,449
|
|
|
—
|
|
||
Japan
|
16,219
|
|
|
—
|
|
||
Other
|
29,946
|
|
|
26,202
|
|
||
Total
|
$
|
417,420
|
|
|
$
|
376,764
|
|
|
Operating lease obligations
|
|
Build-to-suit lease obligations (1)
|
|
Capital lease obligations
|
||||||
2016
|
$
|
7,697
|
|
|
$
|
10,475
|
|
|
$
|
9,150
|
|
2017
|
6,169
|
|
|
12,569
|
|
|
7,083
|
|
|||
2018
|
4,300
|
|
|
12,569
|
|
|
4,854
|
|
|||
2019
|
3,775
|
|
|
12,569
|
|
|
2,419
|
|
|||
2020
|
4,345
|
|
|
12,569
|
|
|
562
|
|
|||
Thereafter
|
12,941
|
|
|
71,018
|
|
|
35
|
|
|||
Total
|
$
|
39,227
|
|
|
$
|
131,769
|
|
|
$
|
24,103
|
|
2016
|
$
|
18,217
|
|
2017
|
17,995
|
|
|
2018
|
23,585
|
|
|
2019
|
78,995
|
|
|
2020
|
102,819
|
|
|
Thereafter
|
276,925
|
|
|
Total
|
$
|
518,536
|
|
Year Ended June 30, 2015
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenue
|
$
|
333,932
|
|
|
$
|
439,905
|
|
|
$
|
339,901
|
|
|
$
|
380,468
|
|
Cost of revenue
|
130,221
|
|
|
156,620
|
|
|
125,540
|
|
|
156,218
|
|
||||
Net income (loss)
|
23,417
|
|
|
62,862
|
|
|
7,925
|
|
|
(4,892
|
)
|
||||
Net income (loss) attributable to Cimpress N.V.
|
23,694
|
|
|
63,609
|
|
|
8,611
|
|
|
(3,702
|
)
|
||||
Net income (loss) per share attributable to Cimpress N.V.:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.73
|
|
|
$
|
1.96
|
|
|
$
|
0.26
|
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
0.71
|
|
|
$
|
1.89
|
|
|
$
|
0.25
|
|
|
$
|
(0.11
|
)
|
Year Ended June 30, 2014
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenue
|
$
|
275,089
|
|
|
$
|
370,807
|
|
|
$
|
286,185
|
|
|
$
|
338,155
|
|
Cost of revenue
|
95,790
|
|
|
120,789
|
|
|
100,903
|
|
|
133,611
|
|
||||
Net income
|
412
|
|
|
40,875
|
|
|
1,341
|
|
|
688
|
|
||||
Net income attributable to Cimpress N.V.
|
412
|
|
|
40,875
|
|
|
1,375
|
|
|
1,034
|
|
||||
Net income per share attributable to Cimpress N.V.:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
1.24
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
1.18
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
|
By:
|
/s/ Robert S. Keane
|
|
|
Robert S. Keane
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert S. Keane
|
|
President and Chief Executive Officer
|
|
August 14, 2015
|
Robert S. Keane
|
|
(Principal executive officer)
|
|
|
|
|
|
|
|
/s/ Ernst J. Teunissen
|
|
Executive Vice President and
Chief Financial Officer
|
|
August 14, 2015
|
Ernst J. Teunissen
|
|
(Principal financial officer)
|
|
|
|
|
|
|
|
/s/ Sean E. Quinn
|
|
Vice President and
Chief Accounting Officer
|
|
August 14, 2015
|
Sean E. Quinn
|
|
(Principal accounting officer)
|
|
|
|
|
|
|
|
|
|
Member, Supervisory Board
|
|
|
Paolo De Cesare
|
|
|
|
|
|
|
|
|
|
/s/ John J. Gavin Jr.
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
John J. Gavin Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Peter Gyenes
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
Peter Gyenes
|
|
|
|
|
|
|
|
|
|
/s/ Eric C. Olsen
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
Eric C. Olsen
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. Riley
|
|
Chairman, Supervisory Board
|
|
August 14, 2015
|
Richard T. Riley
|
|
|
|
|
|
|
|
|
|
/s/ Nadia Shouraboura
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
Nadia Shouraboura
|
|
|
|
|
|
|
|
|
|
/s/ Mark T. Thomas
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
Mark T. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ Scott Vassalluzzo
|
|
Member, Supervisory Board
|
|
August 14, 2015
|
Scott Vassalluzzo
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
3.1
|
|
Articles of Association of Cimpress N.V., as amended, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2014
|
4.1
|
|
Senior Notes Indenture (including Form of Notes), dated as of March 24, 2015, between Cimpress N.V., certain subsidiaries of Cimpress N.V. as guarantors thereto, and MUFG Union Bank, N.A., as trustee, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 24, 2015
|
10.1*
|
|
2005 Non-Employee Directors’ Share Option Plan, as amended, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010 (File No. 000-51539)
|
10.2*
|
|
Form of Nonqualified Share Option Agreement under our 2005 Non-Employee Directors’ Share Option Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (File No. 000-51539)
|
10.3*
|
|
Amended and Restated 2005 Equity Incentive Plan, as amended, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010 (File No. 000-51539)
|
10.4*
|
|
Form of Nonqualified Share Option Agreement under our Amended and Restated 2005 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (File No. 000-51539)
|
10.5*
|
|
2011 Equity Incentive Plan is incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A dated and filed with the SEC on June 8, 2011
|
10.6*
|
|
Form of Nonqualified Share Option Agreement under our 2011 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
|
10.7*
|
|
Form of Restricted Share Unit Agreement for employees and executives under our 2011 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
|
10.8*
|
|
Form of Restricted Share Unit Agreement for Supervisory Board members under our 2011 Equity Incentive Plan
|
10.9*
|
|
2015 Inducement Share Plan
|
10.10*
|
|
Form of Restricted Share Award Agreement under 2015 Inducement Share Plan
|
10.11*
|
|
Amended and Restated Performance Incentive Plan for Covered Employees is incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A dated and filed with the SEC on October 16, 2013
|
10.12*
|
|
Form of Annual Award Agreement for fiscal year 2015 under our Performance Incentive Plan for Covered Employees is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014
|
10.13*
|
|
Form of Four-Year Award Agreement for fiscal years 2012-2015 under our Performance Incentive Plan for Covered Employees is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
|
10.14*
|
|
Form of Indemnification Agreement between Cimpress N.V. and each of our executive officers and members of our Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 31, 2009 (File No. 000-51539)
|
10.15*
|
|
Amended and Restated Executive Retention Agreement between Cimpress N.V. (formerly Vistaprint N.V.) and Robert S. Keane dated as of October 23, 2009 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (File No. 000-51539)
|
10.16*
|
|
Executive Retention Agreement between Cimpress N.V. and Ernst Teunissen dated as of March 1, 2011 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2011
|
10.17*
|
|
Form of Executive Retention Agreement between Cimpress N.V. and each of Katryn Blake and Donald Nelson is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009 (File No. 000-51539)
|
10.18*
|
|
Employment Agreement between Cimpress USA Incorporated (formerly Vistaprint USA, Incorporated) and Robert S. Keane effective September 1, 2009 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 (File No. 000-51539)
|
10.19*
|
|
Amendment No. 1 to Employment Agreement between Cimpress USA Incorporated and Robert S. Keane dated June 14, 2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (File No. 000-51539)
|
10.20*
|
|
Amendment No. 2 to Employment Agreement between Cimpress USA Incorporated and Robert S. Keane dated September 28, 2011 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
|
10.21*
|
|
Amendment No. 3 to Employment Agreement between Cimpress USA Incorporated and Robert S. Keane dated July 25, 2012 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2012
|
10.22*
|
|
Amendment No. 4 to Employment Agreement between Cimpress USA Incorporated and Robert S. Keane dated September 1, 2013 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013
|
10.23*
|
|
Amendment No. 5 to Employment Agreement between Cimpress USA Incorporated and Robert S. Keane dated September 30, 2014 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014
|
10.24*
|
|
Memorandum clarifying relative precedence of agreements between Cimpress N.V. and Robert S. Keane dated May 6, 2010 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (File No. 000-51539)
|
10.25*
|
|
Employment Agreement between Cimpress USA Incorporated and Ernst Teunissen effective July 1, 2011 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011
|
10.26*
|
|
Amendment No. 1 to Employment Agreement between Cimpress USA Incorporated and Ernst Teunissen dated July 24, 2012 is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2012
|
10.27*
|
|
Amendment No. 2 to Employment Agreement between Cimpress USA Incorporated and Ernst Teunissen dated September 1, 2013 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013
|
10.28*
|
|
Amendment No. 3 to Employment Agreement between Cimpress USA Incorporated and Ernst Teunissen dated September 30, 2014 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014
|
10.29*
|
|
Form of Invention and Non-Disclosure Agreement between Cimpress and each of Robert Keane, Katryn Blake, and Donald Nelson is incorporated by reference to our Registration Statement on Form S-1, as amended (File No. 333-125470)
|
10.30*
|
|
Form of Confidential Information and Non-Competition Agreement between Cimpress and each of Robert S. Keane, Katryn Blake, and Donald Nelson is incorporated by reference to our Registration Statement on Form S-1, as amended (File No. 333-125470)
|
10.31*
|
|
Summary of Compensatory Arrangements with Members of the Supervisory Board is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013
|
10.32
|
|
Amendment and Restatement Agreement dated as of February 8, 2013 among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH (formerly Vistaprint Schweiz GmbH), Vistaprint B.V., and Cimpress USA Incorporated (formerly Vistaprint USA, Incorporated), as borrowers (the “Borrowers”); the lenders named therein as lenders (the “Lenders”); and JPMorgan Chase Bank N.A., as administrative agent for the Lenders (the “Administrative Agent”), which amends and restates the senior Credit Agreement dated as of October 21, 2011, as amended, among the Borrowers, the Lenders, and the Administrative Agent is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 13, 2013
|
10.33
|
|
Amendment No. 1 dated as of January 17, 2014 to Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers; the lenders named therein as lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 22, 2014
|
10.34
|
|
Amendment No. 2 dated as of September 23, 2014 to Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers; the lenders named therein as lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 25, 2014
|
10.35
|
|
Amendment No. 3 dated as of March 10, 2015 to Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers; the lenders named therein as lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015
|
10.36
|
|
Form of Pledge and Security Agreement dated as of February 8, 2013 between each of Cimpress USA Incorporated and Webs, Inc. and the Administrative Agent is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 13, 2013
|
10.37
|
|
Call Option Agreement between Cimpress N.V. and Stichting Continuïteit Cimpress (formerly Stichting Continuïteit Vistaprint) dated November 16, 2009 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2009 (File No. 000-51539)
|
21.1
|
|
Subsidiaries of Cimpress N.V.
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
23.2
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
31.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
|
31.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
|
32.1
|
|
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-K, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
*
|
|
Management contract or compensatory plan or arrangement
|
SECTION 1.
|
GENERAL PURPOSE OF THE PLAN; DEFINITIONS
|
SECTION 2.
|
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS
|
SECTION 3.
|
Shares ISSUABLE UNDER THE PLAN; changes in shares; reorganization and change in control events
|
SECTION 4.
|
ELIGIBILITY
|
SECTION 5.
|
RESTRICTED SHARE AWARDS
|
SECTION 6.
|
AMENDMENTS AND TERMINATION
|
SECTION 7.
|
GENERAL PROVISIONS
|
SECTION 8.
|
EFFECTIVE DATE OF PLAN
|
SECTION 9.
|
GOVERNING LAW
|
|
Incremental Number
of Shares Vested
|
|
Vesting Date
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
Member of the Management Board
|
Dated:
|
|
|
|
|
|
|
[
•
]
|
|
|
|
|
|
|
|
Grantee's Address:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Number:
|
|
|
(A)
|
on or about the date of this power of attorney the undersigned (the “
Grantee
”) and Cimpress N.V., a public company with limited liability (
naamloze vennootschap
) incorporated under the laws of the Netherlands (“
Cimpress
”), entered into a restricted share award agreement under the Cimpress N.V. 2015 inducement share plan (the “
Agreement
”), a copy of which Agreement is listed hereto as Annex 1; and
|
(B)
|
in the circumstances specified in Section 4 of the Agreement, the Grantee shall immediately transfer the Restricted Shares that have not vested as of the effective date of such occurrence to Cimpress without payment of consideration therefor and without any requirement of notice to the Grantee or other action by or on behalf of Cimpress.
|
|
|
By: [
•
]
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
|
|
|
AlbumPrinter B.V.
|
|
The Netherlands
|
|
|
|
AlbumPrinter Holding B.V.
|
|
The Netherlands
|
|
|
|
AlbumPrinter Norway AS
|
|
Norway
|
|
|
|
AlbumPrinter Productions B.V.
|
|
The Netherlands
|
|
|
|
AlbumPrinter Services B.V.
|
|
The Netherlands
|
|
|
|
Araprint B.V.
|
|
The Netherlands
|
|
|
|
Cimpress Australia Pty Ltd
|
|
Australia
|
|
|
|
Cimpress Detroit Incorporated
|
|
Delaware, USA
|
|
|
|
Cimpress France SARL
|
|
France
|
|
|
|
Cimpress India Private Limited
|
|
India
|
|
|
|
Cimpress Investments B.V.
|
|
The Netherlands
|
|
|
|
Cimpress Jamaica Limited
|
|
Jamaica
|
|
|
|
Cimpress Schweiz GmbH
|
|
Switzerland
|
|
|
|
Cimpress UK Limited
|
|
England and Wales
|
|
|
|
Cimpress USA Incorporated
|
|
Delaware, USA
|
|
|
|
Cimpress Windsor Corporation
|
|
Nova Scotia, Canada
|
|
|
|
Del Camino SCI
|
|
France
|
|
|
|
Druck.at Druck- und Handelsgesellschaft GmbH
|
|
Austria
|
|
|
|
Drukwerkdeal.nl B.V.
|
|
The Netherlands
|
|
|
|
E-Factory SAS
|
|
France
|
|
|
|
Exagroup SAS
|
|
France
|
|
|
|
FL Print SAS
|
|
France
|
|
|
|
FM Impressos Personalizados Ltda
|
|
Brazil
|
|
|
|
FotoKnudsen AS
|
|
Norway
|
|
|
|
La Mougère SCI
|
|
France
|
|
|
|
Pixartprinting S.p.A.
|
|
Italy
|
|
|
|
Printdeal B.V.
|
|
The Netherlands
|
|
|
|
Printi LLC
|
|
Delaware, USA
|
|
|
|
Pure Services SARL
|
|
France
|
|
|
|
Vistaprint B.V.
|
|
The Netherlands
|
|
|
|
Vistaprint España, S.L.
|
|
Spain
|
|
|
|
Vistaprint Italy S.R.L.
|
|
Italy
|
|
|
|
Vistaprint Japan Co., Ltd
|
|
Japan
|
|
|
|
Vistaprint Limited
|
|
Bermuda
|
|
|
|
Vistaprint Netherlands B.V.
|
|
The Netherlands
|
|
|
|
Vistaprint Technologies Private Limited
|
|
India
|
|
|
|
Vistaprint Tunisie SARL
|
|
Tunisia
|
|
|
|
Webs, Inc.
|
|
Delaware, USA
|
We consent to the incorporation by reference in the following Registration Statements:
|
||
(1)
|
Registration Statement (Form S-8 No. 333-129912) pertaining to the Amended and Restated 2000-2002 Share Incentive Plan of Cimpress N.V.
|
|
(2)
|
Registration Statement (Form S-8 No. 333-133797) pertaining to the Amended and Restated 2005 Equity Incentive Plan of Cimpress N.V.
|
|
(3)
|
Registration Statement (Form S-8 No. 333-147753) pertaining to the , 2005 Non-Employee Directors’ Share Option Plan of Cimpress N.V.
|
|
(4)
|
Registration Statement (Form S-8 No. 333-176421) pertaining to the 2011 Equity Incentive Plan of Cimpress N.V.
|
|
of our report dated August 15, 2014 (except for Notes 9 and 17, as to which the date is August 14, 2015), with respect to the consolidated financial statements of Cimpress N.V. (formerly known as Vistaprint N.V.), included in this Annual Report (Form 10-K) of Cimpress N.V. for the year ended June 30, 2015.
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 annual 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 Annual Report on Form 10-K 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 annual 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/ Ernst J. Teunissen
|
|
|
Ernst J. Teunissen
|
|
|
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:
|
August 14, 2015
|
|
/s/ Robert S. Keane
|
|
|
|
|
Robert S. Keane
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
August 14, 2015
|
|
/s/ Ernst J. Teunissen
|
|
|
|
|
Ernst J. Teunissen
|
|
|
|
|
Chief Financial Officer
|
|