|
Ireland
|
|
98-0417483
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Exchange on Which Registered
|
Ordinary Shares, nominal value of €0.01 per share
|
|
CMPR
|
|
NASDAQ Global Select Market
|
Large accelerated filer
|
þ
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page
|
PART I FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (unaudited)
|
||
Consolidated Balance Sheets as of December 31, 2019 and June 30, 2019
|
||
Consolidated Statements of Operations for the three and six months ended December 31, 2019 and 2018
|
||
Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2019 and 2018
|
||
Consolidated Statements of Shareholders' Equity for the three and six months ended December 31, 2019 and 2018
|
||
Consolidated Statements of Cash Flows for the six months ended December 30, 2019 and 2018
|
||
Notes to Consolidated Financial Statements
|
||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
||
Item 4. Controls and Procedures
|
||
|
|
|
PART II OTHER INFORMATION
|
|
|
Item 1A. Risk Factors
|
||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
||
Item 6. Exhibits
|
||
Signatures
|
|
December 31,
2019 |
|
June 30,
2019 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
36,917
|
|
|
$
|
35,279
|
|
Accounts receivable, net of allowances of $9,970 and $7,313, respectively
|
70,496
|
|
|
60,646
|
|
||
Inventory
|
80,151
|
|
|
66,310
|
|
||
Prepaid expenses and other current assets
|
72,751
|
|
|
78,065
|
|
||
Total current assets
|
260,315
|
|
|
240,300
|
|
||
Property, plant and equipment, net
|
364,155
|
|
|
490,755
|
|
||
Operating lease assets, net
|
173,156
|
|
|
—
|
|
||
Software and website development costs, net
|
72,148
|
|
|
69,840
|
|
||
Deferred tax assets
|
160,058
|
|
|
59,906
|
|
||
Goodwill
|
721,057
|
|
|
718,880
|
|
||
Intangible assets, net
|
235,031
|
|
|
262,701
|
|
||
Other assets
|
37,414
|
|
|
25,994
|
|
||
Total assets
|
$
|
2,023,334
|
|
|
$
|
1,868,376
|
|
Liabilities, noncontrolling interests and shareholders’ (deficit) equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
216,991
|
|
|
$
|
185,096
|
|
Accrued expenses
|
237,171
|
|
|
194,715
|
|
||
Deferred revenue
|
32,574
|
|
|
31,780
|
|
||
Short-term debt
|
73,755
|
|
|
81,277
|
|
||
Operating lease liabilities, current
|
37,698
|
|
|
—
|
|
||
Other current liabilities
|
11,444
|
|
|
27,881
|
|
||
Total current liabilities
|
609,633
|
|
|
520,749
|
|
||
Deferred tax liabilities
|
36,216
|
|
|
44,531
|
|
||
Long-term debt
|
1,296,535
|
|
|
942,290
|
|
||
Lease financing obligation
|
—
|
|
|
112,096
|
|
||
Operating lease liabilities, non-current
|
143,276
|
|
|
—
|
|
||
Other liabilities
|
49,997
|
|
|
53,716
|
|
||
Total liabilities
|
2,135,657
|
|
|
1,673,382
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Redeemable noncontrolling interests
|
68,201
|
|
|
63,182
|
|
||
Shareholders’ (deficit) equity:
|
|
|
|
|
|
||
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 26,205,347 and 30,445,669 shares outstanding, respectively
|
615
|
|
|
615
|
|
||
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding
|
28
|
|
|
—
|
|
||
Treasury shares, at cost, 17,875,280 and 13,634,958 shares, respectively
|
(1,275,057
|
)
|
|
(737,447
|
)
|
||
Additional paid-in capital
|
424,058
|
|
|
411,079
|
|
||
Retained earnings
|
745,326
|
|
|
537,422
|
|
||
Accumulated other comprehensive loss
|
(75,494
|
)
|
|
(79,857
|
)
|
||
Total shareholders' (deficit) equity
|
(180,524
|
)
|
|
131,812
|
|
||
Total liabilities, noncontrolling interests and shareholders’ (deficit) equity
|
$
|
2,023,334
|
|
|
$
|
1,868,376
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
820,333
|
|
|
$
|
825,567
|
|
|
$
|
1,454,292
|
|
|
$
|
1,414,548
|
|
Cost of revenue (1)
|
394,018
|
|
|
411,496
|
|
|
719,683
|
|
|
713,967
|
|
||||
Technology and development expense (1)
|
64,427
|
|
|
56,707
|
|
|
127,594
|
|
|
114,885
|
|
||||
Marketing and selling expense (1)
|
173,336
|
|
|
210,661
|
|
|
334,253
|
|
|
392,334
|
|
||||
General and administrative expense (1)
|
51,910
|
|
|
40,216
|
|
|
95,533
|
|
|
81,392
|
|
||||
Amortization of acquired intangible assets
|
13,150
|
|
|
14,846
|
|
|
26,168
|
|
|
26,147
|
|
||||
Restructuring expense (1)
|
1,897
|
|
|
1,026
|
|
|
4,087
|
|
|
1,196
|
|
||||
Income from operations
|
121,595
|
|
|
90,615
|
|
|
146,974
|
|
|
84,627
|
|
||||
Other (expense) income, net
|
(9,040
|
)
|
|
9,629
|
|
|
6,634
|
|
|
19,881
|
|
||||
Interest expense, net
|
(15,701
|
)
|
|
(16,808
|
)
|
|
(30,788
|
)
|
|
(30,585
|
)
|
||||
Income before income taxes
|
96,854
|
|
|
83,436
|
|
|
122,820
|
|
|
73,923
|
|
||||
Income tax (benefit) expense
|
(93,795
|
)
|
|
14,399
|
|
|
(87,680
|
)
|
|
19,880
|
|
||||
Net income
|
190,649
|
|
|
69,037
|
|
|
210,500
|
|
|
54,043
|
|
||||
Add: Net (income) loss attributable to noncontrolling interest
|
(426
|
)
|
|
(23
|
)
|
|
(246
|
)
|
|
332
|
|
||||
Net income attributable to Cimpress plc
|
$
|
190,223
|
|
|
$
|
69,014
|
|
|
$
|
210,254
|
|
|
$
|
54,375
|
|
Basic net income per share attributable to Cimpress plc
|
$
|
7.04
|
|
|
$
|
2.24
|
|
|
$
|
7.41
|
|
|
$
|
1.76
|
|
Diluted net income per share attributable to Cimpress plc
|
$
|
6.81
|
|
|
$
|
2.17
|
|
|
$
|
7.19
|
|
|
$
|
1.70
|
|
Weighted average shares outstanding — basic
|
27,036,675
|
|
|
30,863,339
|
|
|
28,391,855
|
|
|
30,873,478
|
|
||||
Weighted average shares outstanding — diluted
|
27,916,759
|
|
|
31,820,497
|
|
|
29,223,116
|
|
|
31,913,510
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of revenue
|
$
|
97
|
|
|
$
|
163
|
|
|
$
|
185
|
|
|
$
|
278
|
|
Technology and development expense
|
2,043
|
|
|
(1,528
|
)
|
|
3,777
|
|
|
680
|
|
||||
Marketing and selling expense
|
533
|
|
|
(1,877
|
)
|
|
(778
|
)
|
|
(514
|
)
|
||||
General and administrative expense
|
5,652
|
|
|
522
|
|
|
9,891
|
|
|
5,752
|
|
||||
Restructuring expense
|
108
|
|
|
—
|
|
|
772
|
|
|
—
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
190,649
|
|
|
$
|
69,037
|
|
|
$
|
210,500
|
|
|
$
|
54,043
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gains (losses), net of hedges
|
3,180
|
|
|
2,463
|
|
|
1,620
|
|
|
(82
|
)
|
||||
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges
|
6,131
|
|
|
(6,807
|
)
|
|
(1,057
|
)
|
|
(6,197
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments
|
(1,145
|
)
|
|
2,184
|
|
|
3,006
|
|
|
2,987
|
|
||||
Comprehensive income
|
198,815
|
|
|
66,877
|
|
|
214,069
|
|
|
50,751
|
|
||||
Add: Comprehensive (income) loss attributable to noncontrolling interests
|
(1,122
|
)
|
|
3,401
|
|
|
548
|
|
|
4,116
|
|
||||
Total comprehensive income attributable to Cimpress plc
|
$
|
197,693
|
|
|
$
|
70,278
|
|
|
$
|
214,617
|
|
|
$
|
54,867
|
|
|
Ordinary Shares
|
|
Treasury Shares
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Number of
Shares Issued |
|
Amount
|
|
Number
of Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Total
Shareholders’ Equity |
||||||||||||||
Balance at June 30, 2018
|
44,080
|
|
|
$
|
615
|
|
|
(13,206
|
)
|
|
$
|
(685,577
|
)
|
|
$
|
395,682
|
|
|
$
|
452,756
|
|
|
$
|
(69,814
|
)
|
|
$
|
93,662
|
|
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
20
|
|
|
64
|
|
|
(1,533
|
)
|
|
—
|
|
|
—
|
|
|
(1,469
|
)
|
||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
(2)
|
|
(288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(288
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,856
|
|
|
—
|
|
|
—
|
|
|
8,856
|
|
||||||
Net loss attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,639
|
)
|
|
—
|
|
|
(14,639
|
)
|
||||||
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,246
|
)
|
|
—
|
|
|
(3,246
|
)
|
||||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
1,413
|
|
||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,185
|
)
|
|
(2,185
|
)
|
||||||
Balance at September 30, 2018
|
44,080
|
|
|
$
|
615
|
|
|
(13,188
|
)
|
|
$
|
(685,801
|
)
|
|
$
|
403,005
|
|
|
$
|
434,871
|
|
|
$
|
(70,586
|
)
|
|
$
|
82,104
|
|
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
7
|
|
|
146
|
|
|
(506
|
)
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
||||||
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
55
|
|
|
2,887
|
|
|
(445
|
)
|
|
—
|
|
|
—
|
|
|
2,442
|
|
||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
6
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,997
|
)
|
|
—
|
|
|
—
|
|
|
(5,997
|
)
|
||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(14,043
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,043
|
)
|
||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,014
|
|
|
—
|
|
|
69,014
|
|
||||||
Adjustment to noncontrolling interest for share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
—
|
|
|
591
|
|
||||||
Redeemable noncontrolling interest accretion to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,140
|
)
|
|
—
|
|
|
(7,140
|
)
|
||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,623
|
)
|
|
(4,623
|
)
|
||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,887
|
|
|
5,887
|
|
||||||
Balance at December 31, 2018
|
44,080
|
|
|
$
|
615
|
|
|
(13,238
|
)
|
|
$
|
(696,499
|
)
|
|
$
|
396,648
|
|
|
$
|
496,745
|
|
|
$
|
(69,322
|
)
|
|
$
|
128,187
|
|
|
Ordinary Shares
|
|
Deferred Ordinary Shares
|
|
Treasury Shares
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Number of
Shares Issued |
|
Amount
|
|
Number of
Shares Issued |
|
Amount
|
|
Number
of Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Total
Shareholders’ Equity |
|||||||||||||||||
Balance at June 30, 2019
|
44,080
|
|
|
$
|
615
|
|
|
—
|
|
|
$
|
—
|
|
|
(13,635
|
)
|
|
$
|
(737,447
|
)
|
|
$
|
411,079
|
|
|
$
|
537,422
|
|
|
$
|
(79,857
|
)
|
|
$
|
131,812
|
|
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
87
|
|
|
(259
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,164
|
|
|
—
|
|
|
—
|
|
|
5,164
|
|
|||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,964
|
)
|
|
(232,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232,286
|
)
|
|||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,031
|
|
|
—
|
|
|
20,031
|
|
|||||||
Adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
|
—
|
|
|
3,143
|
|
|||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,037
|
)
|
|
(3,037
|
)
|
|||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
||||||||
Balance at September 30, 2019
|
44,080
|
|
|
$
|
615
|
|
|
—
|
|
|
$
|
—
|
|
|
(15,597
|
)
|
|
$
|
(969,833
|
)
|
|
$
|
415,984
|
|
|
$
|
560,596
|
|
|
$
|
(82,964
|
)
|
|
$
|
(75,602
|
)
|
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
55
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Issuance of deferred ordinary shares
|
—
|
|
|
—
|
|
|
25
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,228
|
|
|
—
|
|
|
—
|
|
|
8,228
|
|
|||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,280
|
)
|
|
(305,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305,287
|
)
|
|||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,223
|
|
|
—
|
|
|
190,223
|
|
|||||||
Redeemable noncontrolling interest accretion to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,493
|
)
|
|
—
|
|
|
(5,493
|
)
|
|||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,986
|
|
|
4,986
|
|
|||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,484
|
|
|
2,484
|
|
|||||||
Balance at December 31, 2019
|
44,080
|
|
|
$
|
615
|
|
|
25
|
|
|
$
|
28
|
|
|
(17,875
|
)
|
|
$
|
(1,275,057
|
)
|
|
$
|
424,058
|
|
|
$
|
745,326
|
|
|
$
|
(75,494
|
)
|
|
$
|
(180,524
|
)
|
|
Six Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
|
|
||
Net income
|
$
|
210,500
|
|
|
$
|
54,043
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
84,891
|
|
|
85,220
|
|
||
Share-based compensation expense
|
13,847
|
|
|
6,196
|
|
||
Deferred taxes
|
(105,575
|
)
|
|
8,244
|
|
||
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income
|
7,548
|
|
|
(9,581
|
)
|
||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency
|
1,359
|
|
|
(2,663
|
)
|
||
Other non-cash items
|
3,045
|
|
|
2,420
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(8,240
|
)
|
|
(11,866
|
)
|
||
Inventory
|
(10,680
|
)
|
|
(9,454
|
)
|
||
Prepaid expenses and other assets
|
(2,255
|
)
|
|
(8,397
|
)
|
||
Accounts payable
|
24,432
|
|
|
48,839
|
|
||
Accrued expenses and other liabilities
|
46,225
|
|
|
42,489
|
|
||
Net cash provided by operating activities
|
265,097
|
|
|
205,490
|
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(28,094
|
)
|
|
(38,767
|
)
|
||
Business acquisitions, net of cash acquired
|
(4,272
|
)
|
|
(289,269
|
)
|
||
Purchases of intangible assets
|
—
|
|
|
(22
|
)
|
||
Capitalization of software and website development costs
|
(23,417
|
)
|
|
(21,921
|
)
|
||
Proceeds from the sale of assets
|
847
|
|
|
523
|
|
||
Other investing activities
|
1,120
|
|
|
(52
|
)
|
||
Net cash used in investing activities
|
(53,816
|
)
|
|
(349,508
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from borrowings of debt
|
634,085
|
|
|
692,938
|
|
||
Payments of debt
|
(292,446
|
)
|
|
(474,997
|
)
|
||
Payments of debt issuance costs
|
—
|
|
|
(1,471
|
)
|
||
Payments of withholding taxes in connection with equity awards
|
(462
|
)
|
|
(2,125
|
)
|
||
Payments of finance lease obligations
|
(5,364
|
)
|
|
(8,780
|
)
|
||
Purchase of noncontrolling interests
|
—
|
|
|
(41,177
|
)
|
||
Purchase of ordinary shares
|
(537,573
|
)
|
|
(14,043
|
)
|
||
Proceeds from issuance of ordinary shares
|
6
|
|
|
2,891
|
|
||
Distribution to noncontrolling interest
|
(3,921
|
)
|
|
(3,375
|
)
|
||
Other financing activities
|
(1,715
|
)
|
|
—
|
|
||
Net cash (used in) provided by financing activities
|
(207,390
|
)
|
|
149,861
|
|
||
Effect of exchange rate changes on cash
|
(2,253
|
)
|
|
(1,806
|
)
|
||
Net increase in cash and cash equivalents
|
1,638
|
|
|
4,037
|
|
||
Cash and cash equivalents at beginning of period
|
35,279
|
|
|
44,227
|
|
||
Cash and cash equivalents at end of period
|
$
|
36,917
|
|
|
$
|
48,264
|
|
|
Six Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
33,313
|
|
|
$
|
29,805
|
|
Income taxes
|
5,183
|
|
|
10,961
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Capitalization of construction costs related to financing lease obligation (1)
|
—
|
|
|
6,223
|
|
||
Property and equipment acquired under finance leases
|
140
|
|
|
7,225
|
|
||
Amounts accrued related to business acquisitions
|
2,831
|
|
|
5,729
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Losses) gains on derivatives not designated as hedging instruments (1)
|
$
|
(11,666
|
)
|
|
$
|
11,171
|
|
|
$
|
7,691
|
|
|
$
|
18,544
|
|
Currency-related gains (losses), net (2)
|
2,645
|
|
|
(1,023
|
)
|
|
(767
|
)
|
|
1,074
|
|
||||
Other (losses) gains
|
(19
|
)
|
|
(519
|
)
|
|
(290
|
)
|
|
263
|
|
||||
Total other (expense) income, net
|
$
|
(9,040
|
)
|
|
$
|
9,629
|
|
|
$
|
6,634
|
|
|
$
|
19,881
|
|
(1)
|
Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments.
|
(2)
|
We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related gains (losses), net for the three and six months ended December 31, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized losses related to cross-currency swaps were $2,858 and unrealized gains were $1,820 for the three and six months ended December 31, 2019, respectively, as compared to unrealized gains of $2,080 and $1,243 for the three and six months ended December 31, 2018, respectively.
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average shares outstanding, basic
|
27,036,675
|
|
|
30,863,339
|
|
|
28,391,855
|
|
|
30,873,478
|
|
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs
|
880,084
|
|
|
957,158
|
|
|
831,261
|
|
|
1,040,032
|
|
Shares used in computing diluted net income per share attributable to Cimpress plc
|
27,916,759
|
|
|
31,820,497
|
|
|
29,223,116
|
|
|
31,913,510
|
|
•
|
whether a lease under the prior standard continues to meet the definition of a lease under the new standard;
|
•
|
whether the application of the new standard would have an impact on the classification of our existing leases, with the exception of our build-to-suit leases; and
|
•
|
the existence of any initial direct costs associated with our leases.
|
Consolidated Balance Sheet
|
As reported at
June 30, 2019 |
|
ASC 842 adjustments
|
|
Adjusted balance at
July 1, 2019 |
||||||
Assets
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
78,065
|
|
|
$
|
(59
|
)
|
|
$
|
78,006
|
|
Property, plant and equipment, net
|
490,755
|
|
|
(121,254
|
)
|
|
369,501
|
|
|||
Operating lease assets, net
|
—
|
|
|
169,668
|
|
|
169,668
|
|
|||
Deferred tax assets
|
59,906
|
|
|
(817
|
)
|
|
59,089
|
|
|||
Liabilities and shareholders' equity
|
|
|
|
|
|
||||||
Operating lease liabilities, current
|
$
|
—
|
|
|
$
|
37,342
|
|
|
$
|
37,342
|
|
Other current liabilities
|
27,881
|
|
|
(12,569
|
)
|
|
15,312
|
|
|||
Lease financing obligation
|
112,096
|
|
|
(112,096
|
)
|
|
—
|
|
|||
Operating lease liabilities, non-current
|
—
|
|
|
139,041
|
|
|
139,041
|
|
|||
Other liabilities
|
53,716
|
|
|
(7,169
|
)
|
|
46,547
|
|
|||
Retained earnings
|
537,422
|
|
|
2,989
|
|
|
540,411
|
|
•
|
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.
|
|
December 31, 2019
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap contracts
|
$
|
3,048
|
|
|
$
|
—
|
|
|
$
|
3,048
|
|
|
$
|
—
|
|
Currency forward contracts
|
16,007
|
|
|
—
|
|
|
16,007
|
|
|
—
|
|
||||
Currency option contracts
|
3,463
|
|
|
—
|
|
|
3,463
|
|
|
—
|
|
||||
Total assets recorded at fair value
|
$
|
22,518
|
|
|
$
|
—
|
|
|
$
|
22,518
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
(12,824
|
)
|
|
$
|
—
|
|
|
$
|
(12,824
|
)
|
|
$
|
—
|
|
Currency forward contracts
|
(904
|
)
|
|
—
|
|
|
(904
|
)
|
|
—
|
|
||||
Currency option contracts
|
(447
|
)
|
|
—
|
|
|
(447
|
)
|
|
—
|
|
||||
Total liabilities recorded at fair value
|
$
|
(14,175
|
)
|
|
$
|
—
|
|
|
$
|
(14,175
|
)
|
|
$
|
—
|
|
|
June 30, 2019
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
Currency forward contracts
|
15,268
|
|
|
—
|
|
|
15,268
|
|
|
—
|
|
||||
Currency option contracts
|
4,765
|
|
|
—
|
|
|
4,765
|
|
|
—
|
|
||||
Total assets recorded at fair value
|
$
|
20,177
|
|
|
$
|
—
|
|
|
$
|
20,177
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
(12,895
|
)
|
|
$
|
—
|
|
|
$
|
(12,895
|
)
|
|
$
|
—
|
|
Cross-currency swap contracts
|
(915
|
)
|
|
—
|
|
|
(915
|
)
|
|
—
|
|
||||
Currency forward contracts
|
(2,486
|
)
|
|
—
|
|
|
(2,486
|
)
|
|
—
|
|
||||
Currency option contracts
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
||||
Total liabilities recorded at fair value
|
$
|
(16,338
|
)
|
|
$
|
—
|
|
|
$
|
(16,338
|
)
|
|
$
|
—
|
|
Interest rate swap contracts outstanding:
|
|
Notional Amounts
|
||
Contracts accruing interest as of December 31, 2019
|
|
$
|
500,000
|
|
Contracts with a future start date
|
|
—
|
|
|
Total
|
|
$
|
500,000
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Number of Instruments
|
|
Index
|
$581,807
|
|
February 2018 through December 2019
|
|
Various dates through October 2024
|
|
617
|
|
Various
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
Balance Sheet line item
|
|
Gross amounts of recognized assets
|
|
Gross amount offset in Consolidated Balance Sheet
|
|
Net amount
|
|
Balance Sheet line item
|
|
Gross amounts of recognized liabilities
|
|
Gross amount offset in Consolidated Balance Sheet
|
|
Net amount
|
||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
Other current assets / other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
(12,824
|
)
|
|
$
|
—
|
|
|
$
|
(12,824
|
)
|
Cross-currency swaps
|
Other assets
|
|
3,048
|
|
|
—
|
|
|
3,048
|
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other current assets / other assets
|
|
10,716
|
|
|
—
|
|
|
10,716
|
|
|
Other liabilities
|
|
(429
|
)
|
|
—
|
|
|
(429
|
)
|
||||||
Total derivatives designated as hedging instruments
|
|
|
$
|
13,764
|
|
|
$
|
—
|
|
|
$
|
13,764
|
|
|
|
|
$
|
(13,253
|
)
|
|
$
|
—
|
|
|
$
|
(13,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other current assets / other assets
|
|
$
|
6,819
|
|
|
$
|
(1,528
|
)
|
|
$
|
5,291
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(706
|
)
|
|
$
|
231
|
|
|
$
|
(475
|
)
|
Currency option contracts
|
Other current assets / other assets
|
|
3,495
|
|
|
(32
|
)
|
|
3,463
|
|
|
Other current liabilities / other liabilities
|
|
(535
|
)
|
|
88
|
|
|
(447
|
)
|
||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
10,314
|
|
|
$
|
(1,560
|
)
|
|
$
|
8,754
|
|
|
|
|
$
|
(1,241
|
)
|
|
$
|
319
|
|
|
$
|
(922
|
)
|
|
June 30, 2019
|
||||||||||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
Balance Sheet line item
|
|
Gross amounts of recognized assets
|
|
Gross amount offset in Consolidated Balance Sheet
|
|
Net amount
|
|
Balance Sheet line item
|
|
Gross amounts of recognized liabilities
|
|
Gross amount offset in Consolidated Balance Sheet
|
|
Net amount
|
||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(12,895
|
)
|
|
$
|
—
|
|
|
$
|
(12,895
|
)
|
Cross-currency swaps
|
Other non-current assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
(915
|
)
|
|
—
|
|
|
(915
|
)
|
||||||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other non-current assets
|
|
4,514
|
|
|
—
|
|
|
4,514
|
|
|
Other liabilities
|
|
(2,397
|
)
|
|
—
|
|
|
(2,397
|
)
|
||||||
Total derivatives designated as hedging instruments
|
|
|
$
|
4,658
|
|
|
$
|
—
|
|
|
$
|
4,658
|
|
|
|
|
$
|
(16,207
|
)
|
|
$
|
—
|
|
|
$
|
(16,207
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other current assets / other assets
|
|
$
|
11,865
|
|
|
$
|
(1,111
|
)
|
|
$
|
10,754
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(127
|
)
|
|
$
|
38
|
|
|
$
|
(89
|
)
|
Currency option contracts
|
Other current assets / other assets
|
|
4,793
|
|
|
(28
|
)
|
|
4,765
|
|
|
Other current liabilities / other liabilities
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
16,658
|
|
|
$
|
(1,139
|
)
|
|
$
|
15,519
|
|
|
|
|
$
|
(169
|
)
|
|
$
|
38
|
|
|
$
|
(131
|
)
|
|
Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income
|
||||||||||||||
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (1)
|
$
|
4,394
|
|
|
$
|
(5,686
|
)
|
|
$
|
(196
|
)
|
|
$
|
(4,436
|
)
|
Cross-currency swaps
|
1,737
|
|
|
(1,121
|
)
|
|
(861
|
)
|
|
(1,761
|
)
|
||||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cross-currency swaps
|
—
|
|
|
3,225
|
|
|
—
|
|
|
5,015
|
|
||||
Currency forward contracts
|
(4,153
|
)
|
|
5,433
|
|
|
8,565
|
|
|
7,319
|
|
||||
Total
|
$
|
1,978
|
|
|
$
|
1,851
|
|
|
$
|
7,508
|
|
|
$
|
6,137
|
|
|
|
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
|
Affected line item in the
Statement of Operations
|
||||||||||||||
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
485
|
|
|
$
|
378
|
|
|
$
|
455
|
|
|
$
|
209
|
|
Interest expense, net
|
Cross-currency swaps
|
|
(2,026
|
)
|
|
2,534
|
|
|
3,538
|
|
|
3,774
|
|
Other (expense) income, net
|
||||
Total before income tax
|
|
(1,541
|
)
|
|
2,912
|
|
|
3,993
|
|
|
3,983
|
|
Income before income taxes
|
||||
Income tax
|
|
396
|
|
|
(728
|
)
|
|
(987
|
)
|
|
(996
|
)
|
Income tax (benefit) expense
|
||||
Total
|
|
$
|
(1,145
|
)
|
|
$
|
2,184
|
|
|
$
|
3,006
|
|
|
$
|
2,987
|
|
|
|
Amount of Gain (Loss) Recognized in Net Income
|
Affected line item in the
Statement of Operations |
|||||||||||||||
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||
Currency contracts
|
|
$
|
(11,666
|
)
|
|
$
|
11,171
|
|
|
$
|
7,691
|
|
|
$
|
18,544
|
|
Other (expense) income, net
|
Interest rate swaps (1)
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
|
(214
|
)
|
Other (expense) income, net
|
||||
Total
|
|
$
|
(11,666
|
)
|
|
$
|
10,753
|
|
|
$
|
7,691
|
|
|
$
|
18,330
|
|
|
|
Gains (losses) on cash flow hedges (1)
|
|
Gains (losses) on pension benefit obligation
|
|
Translation adjustments, net of hedges (2)
|
|
Total
|
||||||||
Balance as of June 30, 2019
|
$
|
(11,282
|
)
|
|
$
|
(204
|
)
|
|
$
|
(68,371
|
)
|
|
$
|
(79,857
|
)
|
Other comprehensive (loss) income before reclassifications
|
(1,057
|
)
|
|
—
|
|
|
2,414
|
|
|
1,357
|
|
||||
Amounts reclassified from accumulated other comprehensive loss to net income
|
3,006
|
|
|
—
|
|
|
—
|
|
|
3,006
|
|
||||
Net current period other comprehensive income
|
1,949
|
|
|
—
|
|
|
2,414
|
|
|
4,363
|
|
||||
Balance as of December 31, 2019
|
$
|
(9,333
|
)
|
|
$
|
(204
|
)
|
|
$
|
(65,957
|
)
|
|
$
|
(75,494
|
)
|
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other Businesses
|
|
Total
|
||||||||||||
Balance as of June 30, 2019
|
$
|
145,961
|
|
|
$
|
124,089
|
|
|
$
|
198,363
|
|
|
$
|
34,434
|
|
|
$
|
216,033
|
|
|
$
|
718,880
|
|
Acquisitions (1)
|
—
|
|
|
6,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,879
|
|
||||||
Adjustments (2)
|
3,919
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,919
|
)
|
|
—
|
|
||||||
Effect of currency translation adjustments (3)
|
(116
|
)
|
|
(1,664
|
)
|
|
(2,922
|
)
|
|
—
|
|
|
—
|
|
|
(4,702
|
)
|
||||||
Balance as of December 31, 2019
|
$
|
149,764
|
|
|
$
|
129,304
|
|
|
$
|
195,441
|
|
|
$
|
34,434
|
|
|
$
|
212,114
|
|
|
$
|
721,057
|
|
|
December 31, 2019
|
|
June 30, 2019
|
||||
Compensation costs
|
$
|
56,519
|
|
|
$
|
58,864
|
|
Income and indirect taxes (1)
|
59,233
|
|
|
40,102
|
|
||
Advertising costs (1)
|
42,327
|
|
|
22,289
|
|
||
Shipping costs (1)
|
10,968
|
|
|
7,275
|
|
||
Production costs (1)
|
10,475
|
|
|
9,261
|
|
||
Interest payable
|
1,870
|
|
|
2,271
|
|
||
Sales returns
|
5,868
|
|
|
5,413
|
|
||
Purchases of property, plant and equipment
|
2,203
|
|
|
2,358
|
|
||
Professional fees
|
3,038
|
|
|
2,786
|
|
||
Other
|
44,670
|
|
|
44,096
|
|
||
Total accrued expenses
|
$
|
237,171
|
|
|
$
|
194,715
|
|
|
December 31, 2019
|
|
June 30, 2019
|
||||
Current portion of finance lease obligations
|
$
|
8,538
|
|
|
$
|
10,668
|
|
Current portion of lease financing obligation (1)
|
—
|
|
|
12,569
|
|
||
Short-term derivative liabilities
|
1,727
|
|
|
1,628
|
|
||
Other
|
1,179
|
|
|
3,016
|
|
||
Total other current liabilities
|
$
|
11,444
|
|
|
$
|
27,881
|
|
|
December 31, 2019
|
|
June 30, 2019
|
||||
Long-term finance lease obligations
|
$
|
20,530
|
|
|
$
|
16,036
|
|
Long-term derivative liabilities
|
14,326
|
|
|
15,886
|
|
||
Other
|
15,141
|
|
|
21,794
|
|
||
Total other liabilities
|
$
|
49,997
|
|
|
$
|
53,716
|
|
|
December 31, 2019
|
|
June 30, 2019
|
||||
Senior secured credit facility
|
$
|
965,676
|
|
|
$
|
621,224
|
|
7.0% Senior unsecured notes due 2026
|
400,000
|
|
|
400,000
|
|
||
Other
|
15,387
|
|
|
14,361
|
|
||
Debt issuance costs and debt discounts
|
(10,773
|
)
|
|
(12,018
|
)
|
||
Total debt outstanding, net
|
1,370,290
|
|
|
1,023,567
|
|
||
Less: short-term debt (1)
|
73,755
|
|
|
81,277
|
|
||
Long-term debt
|
$
|
1,296,535
|
|
|
$
|
942,290
|
|
•
|
Revolving loans of $1,087,257 with a maturity date of June 14, 2023
|
•
|
Term loans of $477,600 amortizing over the loan period, with a final maturity date of June 14, 2023
|
|
|
Redeemable noncontrolling interests
|
||
Balance as of June 30, 2019
|
|
$
|
63,182
|
|
Acquisition of noncontrolling interest (1)
|
|
3,995
|
|
|
Accretion to redemption value recognized in retained earnings (2)
|
|
5,493
|
|
|
Net income attributable to noncontrolling interest
|
|
246
|
|
|
Distribution to noncontrolling interest
|
|
(3,921
|
)
|
|
Foreign currency translation
|
|
(794
|
)
|
|
Balance as of December 31, 2019
|
|
$
|
68,201
|
|
•
|
Vistaprint - Includes the operations of our global Vistaprint websites and our Webs-branded business, which is managed with the Vistaprint-branded digital business. Also included is our Vistaprint Corporate Solutions business which serves medium-sized businesses and large corporations, as well as a legacy revenue stream with retail partners and franchise businesses
|
•
|
PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses
|
•
|
The Print Group - Includes the results of our Easyflyer, Exagroup, Pixartprinting, and Tradeprint businesses
|
•
|
National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts
|
•
|
All Other Businesses - Includes a collection of businesses grouped together based on materiality:
|
◦
|
BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas.
|
◦
|
Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.
|
◦
|
VIDA is an innovative startup that brings manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas into beautiful, original products for customers, ranging from custom fashion, jewelry and accessories to home accent pieces.
|
◦
|
YSD is a startup operation that provides end-to-end mass customization solutions to brands and IP owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness, and develop new markets.
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Vistaprint (1)
|
$
|
433,305
|
|
|
$
|
443,940
|
|
|
$
|
776,476
|
|
|
$
|
789,260
|
|
PrintBrothers (2)
|
126,617
|
|
|
116,314
|
|
|
235,907
|
|
|
217,703
|
|
||||
The Print Group (3)
|
87,699
|
|
|
87,740
|
|
|
159,957
|
|
|
158,740
|
|
||||
National Pen (4)
|
127,985
|
|
|
132,951
|
|
|
198,148
|
|
|
198,922
|
|
||||
All Other Businesses (5)
|
49,774
|
|
|
48,256
|
|
|
92,050
|
|
|
55,971
|
|
||||
Total segment revenue
|
825,380
|
|
|
829,201
|
|
|
1,462,538
|
|
|
1,420,596
|
|
||||
Inter-segment eliminations
|
(5,047
|
)
|
|
(3,634
|
)
|
|
(8,246
|
)
|
|
(6,048
|
)
|
||||
Total consolidated revenue
|
$
|
820,333
|
|
|
$
|
825,567
|
|
|
$
|
1,454,292
|
|
|
$
|
1,414,548
|
|
|
Three Months Ended December 31, 2019
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
284,345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,400
|
|
|
$
|
44,221
|
|
|
$
|
382,966
|
|
Europe
|
121,143
|
|
|
126,288
|
|
|
86,713
|
|
|
60,887
|
|
|
—
|
|
|
395,031
|
|
||||||
Other
|
25,292
|
|
|
—
|
|
|
—
|
|
|
11,732
|
|
|
5,312
|
|
|
42,336
|
|
||||||
Inter-segment
|
2,525
|
|
|
329
|
|
|
986
|
|
|
966
|
|
|
241
|
|
|
5,047
|
|
||||||
Total segment revenue
|
433,305
|
|
|
126,617
|
|
|
87,699
|
|
|
127,985
|
|
|
49,774
|
|
|
825,380
|
|
||||||
Less: inter-segment elimination
|
(2,525
|
)
|
|
(329
|
)
|
|
(986
|
)
|
|
(966
|
)
|
|
(241
|
)
|
|
(5,047
|
)
|
||||||
Total external revenue
|
$
|
430,780
|
|
|
$
|
126,288
|
|
|
$
|
86,713
|
|
|
$
|
127,019
|
|
|
$
|
49,533
|
|
|
$
|
820,333
|
|
|
Six Months Ended December 31, 2019
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
531,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,942
|
|
|
$
|
79,627
|
|
|
$
|
706,999
|
|
Europe
|
195,601
|
|
|
235,335
|
|
|
158,539
|
|
|
83,200
|
|
|
—
|
|
|
672,675
|
|
||||||
Other
|
45,592
|
|
|
—
|
|
|
—
|
|
|
17,059
|
|
|
11,967
|
|
|
74,618
|
|
||||||
Inter-segment
|
3,853
|
|
|
572
|
|
|
1,418
|
|
|
1,947
|
|
|
456
|
|
|
8,246
|
|
||||||
Total segment revenue
|
776,476
|
|
|
235,907
|
|
|
159,957
|
|
|
198,148
|
|
|
92,050
|
|
|
1,462,538
|
|
||||||
Less: inter-segment elimination
|
(3,853
|
)
|
|
(572
|
)
|
|
(1,418
|
)
|
|
(1,947
|
)
|
|
(456
|
)
|
|
(8,246
|
)
|
||||||
Total external revenue
|
$
|
772,623
|
|
|
$
|
235,335
|
|
|
$
|
158,539
|
|
|
$
|
196,201
|
|
|
$
|
91,594
|
|
|
$
|
1,454,292
|
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
285,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,348
|
|
|
$
|
41,911
|
|
|
$
|
384,563
|
|
Europe
|
130,731
|
|
|
115,961
|
|
|
87,301
|
|
|
62,473
|
|
|
—
|
|
|
396,466
|
|
||||||
Other
|
25,817
|
|
|
—
|
|
|
—
|
|
|
12,376
|
|
|
6,345
|
|
|
44,538
|
|
||||||
Inter-segment
|
2,088
|
|
|
353
|
|
|
439
|
|
|
754
|
|
|
—
|
|
|
3,634
|
|
||||||
Total segment revenue
|
443,940
|
|
|
116,314
|
|
|
87,740
|
|
|
132,951
|
|
|
48,256
|
|
|
829,201
|
|
||||||
Less: inter-segment elimination
|
(2,088
|
)
|
|
(353
|
)
|
|
(439
|
)
|
|
(754
|
)
|
|
—
|
|
|
(3,634
|
)
|
||||||
Total external revenue
|
$
|
441,852
|
|
|
$
|
115,961
|
|
|
$
|
87,301
|
|
|
$
|
132,197
|
|
|
$
|
48,256
|
|
|
$
|
825,567
|
|
|
Six Months Ended December 31, 2018
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
531,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,906
|
|
|
$
|
43,639
|
|
|
$
|
670,970
|
|
Europe
|
207,402
|
|
|
216,992
|
|
|
158,245
|
|
|
83,509
|
|
|
—
|
|
|
666,148
|
|
||||||
Other
|
47,095
|
|
|
—
|
|
|
—
|
|
|
18,003
|
|
|
12,332
|
|
|
77,430
|
|
||||||
Inter-segment
|
3,338
|
|
|
711
|
|
|
495
|
|
|
1,504
|
|
|
—
|
|
|
6,048
|
|
||||||
Total segment revenue
|
789,260
|
|
|
217,703
|
|
|
158,740
|
|
|
198,922
|
|
|
55,971
|
|
|
1,420,596
|
|
||||||
Less: inter-segment elimination
|
(3,338
|
)
|
|
(711
|
)
|
|
(495
|
)
|
|
(1,504
|
)
|
|
—
|
|
|
(6,048
|
)
|
||||||
Total external revenue
|
$
|
785,922
|
|
|
$
|
216,992
|
|
|
$
|
158,245
|
|
|
$
|
197,418
|
|
|
$
|
55,971
|
|
|
$
|
1,414,548
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Segment EBITDA:
|
|
|
|
|
|
|
|
|
|
|||||||
Vistaprint
|
$
|
132,160
|
|
|
$
|
96,963
|
|
|
$
|
212,740
|
|
|
$
|
156,957
|
|
|
PrintBrothers
|
16,459
|
|
|
11,691
|
|
|
27,236
|
|
|
22,262
|
|
|||||
The Print Group
|
18,105
|
|
|
16,368
|
|
|
31,739
|
|
|
28,214
|
|
|||||
National Pen
|
28,099
|
|
|
26,634
|
|
|
18,249
|
|
|
10,166
|
|
|||||
All Other Businesses
|
3,668
|
|
|
(2,294
|
)
|
|
5,385
|
|
|
(7,016
|
)
|
|||||
Total segment EBITDA
|
198,491
|
|
|
149,362
|
|
|
295,349
|
|
|
210,583
|
|
|||||
Central and corporate costs
|
(31,707
|
)
|
|
(13,124
|
)
|
|
(58,637
|
)
|
|
(42,411
|
)
|
|||||
Depreciation and amortization
|
(42,356
|
)
|
|
(44,502
|
)
|
|
(84,891
|
)
|
|
(85,220
|
)
|
|||||
Waltham, MA lease depreciation adjustment (1)
|
—
|
|
|
1,030
|
|
|
—
|
|
|
2,060
|
|
|||||
Share-based compensation related to investment consideration
|
—
|
|
|
(2,893
|
)
|
|
—
|
|
|
(2,893
|
)
|
|||||
Certain impairments and other adjustments
|
(936
|
)
|
|
(65
|
)
|
|
(760
|
)
|
|
22
|
|
|||||
Restructuring-related charges
|
(1,897
|
)
|
|
(1,026
|
)
|
|
(4,087
|
)
|
|
(1,196
|
)
|
|||||
Interest expense for Waltham, MA lease (1)
|
—
|
|
|
1,833
|
|
|
—
|
|
|
3,682
|
|
|||||
Total income from operations
|
121,595
|
|
|
90,615
|
|
|
146,974
|
|
|
84,627
|
|
|||||
Other (expense) income, net
|
(9,040
|
)
|
|
9,629
|
|
—
|
|
6,634
|
|
|
19,881
|
|
||||
Interest expense, net
|
(15,701
|
)
|
|
(16,808
|
)
|
—
|
|
(30,788
|
)
|
|
(30,585
|
)
|
||||
Income before income taxes
|
$
|
96,854
|
|
|
$
|
83,436
|
|
|
$
|
122,820
|
|
|
$
|
73,923
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Vistaprint
|
$
|
15,781
|
|
|
$
|
17,357
|
|
|
$
|
32,056
|
|
|
$
|
34,678
|
|
PrintBrothers
|
5,553
|
|
|
5,663
|
|
|
10,808
|
|
|
12,076
|
|
||||
The Print Group
|
6,609
|
|
|
7,687
|
|
|
12,842
|
|
|
15,418
|
|
||||
National Pen
|
5,523
|
|
|
5,319
|
|
|
11,104
|
|
|
10,443
|
|
||||
All Other Businesses
|
5,888
|
|
|
5,259
|
|
|
11,861
|
|
|
5,842
|
|
||||
Central and corporate costs
|
3,002
|
|
|
3,217
|
|
|
6,220
|
|
|
6,763
|
|
||||
Total depreciation and amortization
|
$
|
42,356
|
|
|
$
|
44,502
|
|
|
$
|
84,891
|
|
|
$
|
85,220
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Purchases of property, plant and equipment:
|
|
|
|
|
|
|
|
||||||||
Vistaprint
|
$
|
6,192
|
|
|
$
|
9,378
|
|
|
$
|
10,697
|
|
|
$
|
21,434
|
|
PrintBrothers
|
668
|
|
|
647
|
|
|
999
|
|
|
2,376
|
|
||||
The Print Group
|
4,889
|
|
|
2,787
|
|
|
8,994
|
|
|
4,783
|
|
||||
National Pen
|
761
|
|
|
2,308
|
|
|
2,777
|
|
|
7,035
|
|
||||
All Other Businesses
|
595
|
|
|
2,362
|
|
|
2,370
|
|
|
2,647
|
|
||||
Central and corporate costs
|
796
|
|
|
259
|
|
|
2,257
|
|
|
492
|
|
||||
Total purchases of property, plant and equipment
|
$
|
13,901
|
|
|
$
|
17,741
|
|
|
$
|
28,094
|
|
|
$
|
38,767
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Capitalization of software and website development costs:
|
|
|
|
|
|
|
|
||||||||
Vistaprint
|
$
|
5,625
|
|
|
$
|
6,208
|
|
|
$
|
12,290
|
|
|
$
|
13,466
|
|
PrintBrothers
|
291
|
|
|
517
|
|
|
622
|
|
|
804
|
|
||||
The Print Group
|
424
|
|
|
703
|
|
|
875
|
|
|
1,198
|
|
||||
National Pen
|
979
|
|
|
576
|
|
|
1,815
|
|
|
1,476
|
|
||||
All Other Businesses
|
1,116
|
|
|
871
|
|
|
2,079
|
|
|
961
|
|
||||
Central and corporate costs
|
2,511
|
|
|
1,813
|
|
|
5,736
|
|
|
4,016
|
|
||||
Total capitalization of software and website development costs
|
$
|
10,946
|
|
|
$
|
10,688
|
|
|
$
|
23,417
|
|
|
$
|
21,921
|
|
Leases
|
|
Consolidated Balance Sheet Classification
|
|
December 31, 2019
|
||
|
|
|
|
|
||
Assets:
|
|
|
|
|
||
Operating right-of-use assets
|
|
Operating lease assets, net
|
|
$
|
173,156
|
|
Finance right-of-use assets
|
|
Property, plant, and equipment, net
|
|
65,953
|
|
|
Total lease assets
|
|
|
|
$
|
239,109
|
|
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities, current
|
|
$
|
37,698
|
|
Finance lease liabilities
|
|
Other current liabilities
|
|
8,538
|
|
|
Non-current
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities, non-current
|
|
143,276
|
|
|
Finance lease liabilities
|
|
Other liabilities
|
|
20,530
|
|
|
Total lease liabilities
|
|
|
|
$
|
210,042
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
December 31, 2019
|
|
December 31, 2019
|
||||
Operating lease expense
|
|
$
|
10,573
|
|
|
$
|
21,454
|
|
Finance lease expense:
|
|
|
|
|
||||
Amortization of finance lease assets
|
|
1,550
|
|
|
3,205
|
|
||
Interest on lease liabilities
|
|
263
|
|
|
440
|
|
||
Variable lease expense
|
|
2,731
|
|
|
5,625
|
|
||
Less: sublease income
|
|
(809
|
)
|
|
(1,759
|
)
|
||
Net lease cost
|
|
$
|
3,735
|
|
|
$
|
7,511
|
|
|
Operating lease obligations
|
|
Finance lease obligations
|
|
Total lease obligations
|
||||||
2020
|
$
|
21,883
|
|
|
$
|
10,210
|
|
|
$
|
32,093
|
|
2021
|
40,076
|
|
|
7,665
|
|
|
47,741
|
|
|||
2022
|
33,397
|
|
|
5,484
|
|
|
38,881
|
|
|||
2023
|
27,454
|
|
|
3,280
|
|
|
30,734
|
|
|||
2024
|
22,401
|
|
|
1,718
|
|
|
24,119
|
|
|||
Thereafter
|
55,329
|
|
|
2,311
|
|
|
57,640
|
|
|||
Total
|
200,540
|
|
|
30,668
|
|
|
231,208
|
|
|||
Less: present value discount
|
(19,566
|
)
|
|
(1,600
|
)
|
|
(21,166
|
)
|
|||
Lease liability
|
$
|
180,974
|
|
|
$
|
29,068
|
|
|
$
|
210,042
|
|
|
Operating lease obligations
|
|
Build-to-suit lease obligations (1)
|
|
Finance lease obligations
|
|
Total lease obligations
|
||||||||
2020
|
$
|
30,269
|
|
|
$
|
13,482
|
|
|
$
|
11,468
|
|
|
$
|
55,219
|
|
2021
|
22,849
|
|
|
13,836
|
|
|
6,414
|
|
|
43,099
|
|
||||
2022
|
16,592
|
|
|
13,877
|
|
|
3,724
|
|
|
34,193
|
|
||||
2023
|
12,553
|
|
|
12,426
|
|
|
2,544
|
|
|
27,523
|
|
||||
2024
|
9,032
|
|
|
12,163
|
|
|
1,565
|
|
|
22,760
|
|
||||
Thereafter
|
8,338
|
|
|
40,656
|
|
|
2,403
|
|
|
51,397
|
|
||||
Total
|
$
|
99,633
|
|
|
$
|
106,440
|
|
|
$
|
28,118
|
|
|
$
|
234,191
|
|
Lease Term and Discount Rate
|
|
December 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
4.40
|
|
Finance leases
|
|
4.61
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
3.40
|
%
|
Finance leases
|
|
3.49
|
%
|
|
|
Six Months Ended
|
||
Supplemental Cash Flow Information
|
|
December 31, 2019
|
||
Cash paid for amounts included in measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
21,118
|
|
Operating cash flows from finance leases
|
|
440
|
|
|
Financing cash flows from finance leases
|
|
5,364
|
|
|
Severance and Related Benefits
|
|
Other Restructuring Costs
|
|
Total
|
||||||
Accrued restructuring liability as of June 30, 2019
|
$
|
3,045
|
|
|
$
|
167
|
|
|
$
|
3,212
|
|
Restructuring charges
|
3,778
|
|
|
309
|
|
|
4,087
|
|
|||
Cash payments
|
(2,333
|
)
|
|
(423
|
)
|
|
(2,756
|
)
|
|||
Non-cash charges (1)
|
(772
|
)
|
|
—
|
|
|
(772
|
)
|
|||
Accrued restructuring liability as of December 31, 2019
|
$
|
3,718
|
|
|
$
|
53
|
|
|
$
|
3,771
|
|
•
|
Revenue decreased by 1% to $820.3 million.
|
•
|
Consolidated constant-currency revenue (a non-GAAP financial measure) increased by 1% and remained flat when excluding acquisitions completed in the last four quarters.
|
•
|
Operating income increased by $31.0 million to $121.6 million.
|
•
|
Adjusted EBITDA (a non-GAAP financial measure) increased by $47.4 million to $185.5 million.
|
•
|
Revenue increased by 3% to $1,454.3 million.
|
•
|
Consolidated constant-currency revenue increased by 5% and increased by 2% when excluding acquisitions completed in the last four quarters.
|
•
|
Operating income increased by $62.3 million to $147.0 million.
|
•
|
Adjusted EBITDA increased by $84.5 million to $265.0 million.
|
•
|
Cash provided by operating activities increased by $59.6 million to $265.1 million.
|
•
|
Adjusted free cash flow (a non-GAAP financial measure) increased by $68.8 million to $213.6 million.
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions/Divestitures:
|
|
Constant- Currency Revenue Growth
|
||||||
|
2019
|
|
2018
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions/Divestitures (2)
|
||||
Vistaprint
|
$
|
433,305
|
|
|
$
|
443,940
|
|
|
(2)%
|
|
—%
|
|
(2)%
|
|
—%
|
|
(2)%
|
PrintBrothers
|
126,617
|
|
|
116,314
|
|
|
9%
|
|
3%
|
|
12%
|
|
(4)%
|
|
8%
|
||
The Print Group
|
87,699
|
|
|
87,740
|
|
|
—%
|
|
3%
|
|
3%
|
|
—%
|
|
3%
|
||
National Pen
|
127,985
|
|
|
132,951
|
|
|
(4)%
|
|
1%
|
|
(3)%
|
|
—%
|
|
(3)%
|
||
All Other Businesses
|
49,774
|
|
|
48,256
|
|
|
3%
|
|
1%
|
|
4%
|
|
—%
|
|
4%
|
||
Inter-segment eliminations
|
(5,047
|
)
|
|
(3,634
|
)
|
|
|
|
|
|
|
|
|
|
|
||
Total revenue
|
$
|
820,333
|
|
|
$
|
825,567
|
|
|
(1)%
|
|
2%
|
|
1%
|
|
(1)%
|
|
—%
|
In thousands
|
Six Months Ended December 31,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions/Divestitures:
|
|
Constant- Currency Revenue Growth
|
||||||
|
2019
|
|
2018
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions/Divestitures (2)
|
||||
Vistaprint
|
$
|
776,476
|
|
|
$
|
789,260
|
|
|
(2)%
|
|
1%
|
|
(1)%
|
|
—%
|
|
(1)%
|
PrintBrothers
|
235,907
|
|
|
217,703
|
|
|
8%
|
|
4%
|
|
12%
|
|
(2)%
|
|
10%
|
||
The Print Group
|
159,957
|
|
|
158,740
|
|
|
1%
|
|
4%
|
|
5%
|
|
—%
|
|
5%
|
||
National Pen
|
198,148
|
|
|
198,922
|
|
|
—%
|
|
1%
|
|
1%
|
|
—%
|
|
1%
|
||
All Other Businesses (3)
|
92,050
|
|
|
55,971
|
|
|
64%
|
|
1%
|
|
65%
|
|
(62)%
|
|
3%
|
||
Inter-segment eliminations
|
(8,246
|
)
|
|
(6,048
|
)
|
|
|
|
|
|
|
|
|
|
|
||
Total revenue
|
$
|
1,454,292
|
|
|
$
|
1,414,548
|
|
|
3%
|
|
2%
|
|
5%
|
|
(3)%
|
|
2%
|
In thousands
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of revenue
|
$
|
394,018
|
|
|
$
|
411,496
|
|
|
$
|
719,683
|
|
|
$
|
713,967
|
|
% of revenue
|
48.0
|
%
|
|
49.8
|
%
|
|
49.5
|
%
|
|
50.5
|
%
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||
Technology and development expense
|
$
|
64,427
|
|
|
$
|
56,707
|
|
|
14
|
%
|
|
$
|
127,594
|
|
|
$
|
114,885
|
|
|
11
|
%
|
% of revenue
|
7.9
|
%
|
|
6.9
|
%
|
|
|
|
8.8
|
%
|
|
8.1
|
%
|
|
|
||||||
Marketing and selling expense
|
$
|
173,336
|
|
|
$
|
210,661
|
|
|
(18
|
)%
|
|
$
|
334,253
|
|
|
$
|
392,334
|
|
|
(15
|
)%
|
% of revenue
|
21.1
|
%
|
|
25.5
|
%
|
|
|
|
23.0
|
%
|
|
27.7
|
%
|
|
|
||||||
General and administrative expense
|
$
|
51,910
|
|
|
$
|
40,216
|
|
|
29
|
%
|
|
$
|
95,533
|
|
|
$
|
81,392
|
|
|
17
|
%
|
% of revenue
|
6.3
|
%
|
|
4.9
|
%
|
|
|
|
|
6.6
|
%
|
|
5.8
|
%
|
|
|
|||||
Amortization of acquired intangible assets
|
$
|
13,150
|
|
|
$
|
14,846
|
|
|
(11
|
)%
|
|
$
|
26,168
|
|
|
$
|
26,147
|
|
|
—
|
%
|
% of revenue
|
1.6
|
%
|
|
1.8
|
%
|
|
|
|
|
1.8
|
%
|
|
1.8
|
%
|
|
|
|||||
Restructuring expense
|
$
|
1,897
|
|
|
$
|
1,026
|
|
|
85
|
%
|
|
$
|
4,087
|
|
|
$
|
1,196
|
|
|
242
|
%
|
% of revenue
|
0.2
|
%
|
|
0.1
|
%
|
|
|
|
|
0.3
|
%
|
|
0.1
|
%
|
|
|
|
In thousands
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Losses) gains on derivatives not designated as hedging instruments
|
$
|
(11,666
|
)
|
|
$
|
11,171
|
|
|
$
|
7,691
|
|
|
$
|
18,544
|
|
Currency-related gains (losses), net
|
2,645
|
|
|
(1,023
|
)
|
|
(767
|
)
|
|
1,074
|
|
||||
Other (losses) gains
|
(19
|
)
|
|
(519
|
)
|
|
(290
|
)
|
|
263
|
|
||||
Total other (expense) income, net
|
$
|
(9,040
|
)
|
|
$
|
9,629
|
|
|
$
|
6,634
|
|
|
$
|
19,881
|
|
In thousands
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income tax (benefit) expense
|
$
|
(93,795
|
)
|
|
$
|
14,399
|
|
|
$
|
(87,680
|
)
|
|
$
|
19,880
|
|
Effective tax rate
|
(96.8
|
)%
|
|
17.3
|
%
|
|
(71.4
|
)%
|
|
26.9
|
%
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||
Reported Revenue
|
$
|
433,305
|
|
|
$
|
443,940
|
|
|
(2)%
|
|
$
|
776,476
|
|
|
$
|
789,260
|
|
|
(2)%
|
Segment EBITDA
|
132,160
|
|
|
96,963
|
|
|
36%
|
|
212,740
|
|
|
156,957
|
|
|
36%
|
||||
% of revenue
|
31
|
%
|
|
22
|
%
|
|
|
|
27
|
%
|
|
20
|
%
|
|
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||
Reported Revenue
|
$
|
126,617
|
|
|
$
|
116,314
|
|
|
9%
|
|
$
|
235,907
|
|
|
$
|
217,703
|
|
|
8%
|
Segment EBITDA
|
16,459
|
|
|
11,691
|
|
|
41%
|
|
27,236
|
|
|
22,262
|
|
|
22%
|
||||
% of revenue
|
13
|
%
|
|
10
|
%
|
|
|
|
12
|
%
|
|
10
|
%
|
|
|
In thousands
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||
Reported Revenue
|
$
|
87,699
|
|
|
$
|
87,740
|
|
|
—%
|
|
$
|
159,957
|
|
|
$
|
158,740
|
|
|
1%
|
Segment EBITDA
|
18,105
|
|
|
16,368
|
|
|
11%
|
|
31,739
|
|
|
28,214
|
|
|
12%
|
||||
% of revenue
|
21
|
%
|
|
19
|
%
|
|
|
|
20
|
%
|
|
18
|
%
|
|
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||
Reported Revenue
|
$
|
127,985
|
|
|
$
|
132,951
|
|
|
(4)%
|
|
$
|
198,148
|
|
|
$
|
198,922
|
|
|
—%
|
Segment EBITDA
|
28,099
|
|
|
26,634
|
|
|
6%
|
|
18,249
|
|
|
10,166
|
|
|
80%
|
||||
% of revenue
|
22
|
%
|
|
20
|
%
|
|
|
|
9
|
%
|
|
5
|
%
|
|
|
In thousands
|
Three Months Ended December 31,
|
|
|
|
Six Months Ended December 31,
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||
Reported Revenue (1)
|
$
|
49,774
|
|
|
$
|
48,256
|
|
|
3%
|
|
$
|
92,050
|
|
|
$
|
55,971
|
|
|
64%
|
Segment EBITDA (1)
|
3,668
|
|
|
(2,294
|
)
|
|
260%
|
|
5,385
|
|
|
(7,016
|
)
|
|
177%
|
||||
% of revenue
|
7
|
%
|
|
(5
|
)%
|
|
|
|
6
|
%
|
|
(13
|
)%
|
|
|
In thousands
|
Six Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
265,097
|
|
|
$
|
205,490
|
|
Net cash used in investing activities
|
(53,816
|
)
|
|
(349,508
|
)
|
||
Net cash (used in) provided by financing activities
|
(207,390
|
)
|
|
149,861
|
|
•
|
Net income of $210.5 million
|
•
|
Adjustments for non-cash items of $5.1 million primarily related to positive adjustments for depreciation and amortization of $84.9 million, share-based compensation costs of $13.8 million and unrealized currency-related losses of $8.9 million, partially offset by non-cash tax related items of $105.6 million
|
•
|
Proceeds of debt of $341.6 million, net of payments
|
•
|
The changes in operating assets and liabilities, excluding the impact of restructuring-related payments, were a source of cash during the period, driven by increases in accounts payable and accrued expenses, largely driven by our seasonally strong second quarter
|
•
|
Purchases of our ordinary shares for $537.6 million
|
•
|
Capital expenditures of $28.1 million of which the majority related to the purchase of manufacturing and automation equipment for our production facilities and computer and office equipment
|
•
|
Internal costs for software and website development that we have capitalized of $23.4 million
|
•
|
Payments for finance lease arrangements of $5.4 million
|
•
|
Payments for acquisitions of $4.3 million, net of cash acquired
|
In thousands
|
|
||
|
December 31, 2019
|
||
Maximum aggregate available for borrowing
|
$
|
1,564,857
|
|
Outstanding borrowings of senior secured credit facility
|
(965,676
|
)
|
|
Remaining amount
|
599,181
|
|
|
Limitations to borrowing due to debt covenants and other obligations (1)
|
(68,036
|
)
|
|
Amount available for borrowing as of December 31, 2019 (2)
|
$
|
531,145
|
|
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 (1)
|
$
|
181,340
|
|
|
$
|
17,743
|
|
|
$
|
65,044
|
|
|
$
|
45,673
|
|
|
$
|
52,880
|
|
Purchase commitments
|
119,028
|
|
|
64,473
|
|
|
29,222
|
|
|
25,333
|
|
|
—
|
|
|||||
Senior unsecured notes and interest payments
|
582,000
|
|
|
28,000
|
|
|
56,000
|
|
|
56,000
|
|
|
442,000
|
|
|||||
Other debt and interest payments (2)
|
1,085,401
|
|
|
109,486
|
|
|
212,909
|
|
|
762,508
|
|
|
498
|
|
|||||
Finance leases, net of subleases (1)
|
25,341
|
|
|
9,266
|
|
|
11,261
|
|
|
3,110
|
|
|
1,704
|
|
|||||
Other
|
2,831
|
|
|
1,514
|
|
|
1,317
|
|
|
—
|
|
|
—
|
|
|||||
Total (3)
|
$
|
1,995,941
|
|
|
$
|
230,482
|
|
|
$
|
375,753
|
|
|
$
|
892,624
|
|
|
$
|
497,082
|
|
In thousands
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
GAAP operating income
|
$
|
121,595
|
|
|
$
|
90,615
|
|
|
$
|
146,974
|
|
|
$
|
84,627
|
|
Exclude expense (benefit) impact of:
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
42,356
|
|
|
44,502
|
|
|
84,891
|
|
|
85,220
|
|
||||
Waltham, MA lease depreciation adjustment (1)
|
—
|
|
|
(1,030
|
)
|
|
—
|
|
|
(2,060
|
)
|
||||
Share-based compensation expense (2)
|
8,325
|
|
|
(2,720
|
)
|
|
13,075
|
|
|
6,196
|
|
||||
Certain impairments and other adjustments
|
936
|
|
|
65
|
|
|
760
|
|
|
(22
|
)
|
||||
Restructuring-related charges
|
1,897
|
|
|
1,026
|
|
|
4,087
|
|
|
1,196
|
|
||||
Interest expense for Waltham, MA lease (1)
|
—
|
|
|
(1,833
|
)
|
|
—
|
|
|
(3,682
|
)
|
||||
Realized gains on currency derivatives not included in operating income
|
10,408
|
|
|
7,446
|
|
|
15,246
|
|
|
9,053
|
|
||||
Adjusted EBITDA
|
$
|
185,517
|
|
|
$
|
138,071
|
|
|
$
|
265,033
|
|
|
$
|
180,528
|
|
In thousands
|
Six Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
265,097
|
|
|
$
|
205,490
|
|
Purchases of property, plant and equipment
|
(28,094
|
)
|
|
(38,767
|
)
|
||
Purchases of intangible assets not related to acquisitions
|
—
|
|
|
(22
|
)
|
||
Capitalization of software and website development costs
|
(23,417
|
)
|
|
(21,921
|
)
|
||
Adjusted free cash flow
|
$
|
213,586
|
|
|
$
|
144,780
|
|
•
|
Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net income when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net income and non-GAAP financial metrics, such as adjusted EBITDA.
|
•
|
Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities.
|
•
|
Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other (expense) income, net on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other (expense) income, net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share (1)
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
|
|
Approximate Number of Shares that May Yet be Purchased Under the Program
|
|||||
October 1, 2019 through October 31, 2019 (2)
|
672,611
|
|
|
$
|
129.12
|
|
|
672,611
|
|
|
2,509,739
|
|
November 1, 2019 through November 30, 2019 (3)
|
1,607,125
|
|
|
135.92
|
|
|
2,279,736
|
|
|
5,376,600
|
|
|
December 1, 2019 through December 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
5,376,600
|
|
|
Total
|
2,279,736
|
|
|
$
|
133.91
|
|
|
2,279,736
|
|
|
5,376,600
|
|
Exhibit No.
|
|
Description
|
|
Second Supplemental Indenture dated as of December 3, 2019 between Cimpress plc, certain subsidiaries of Cimpress plc as guarantors thereto, and MUFG Union Bank, N.A. as trustee relating to the Senior Notes Indenture, dated as of June 15, 2018, between Cimpress N.V., certain subsidiaries of Cimpress N.V. as guarantors thereto, and MUFG Union Bank, N.A., as trustee
|
|
|
2016 Performance Equity Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019
|
|
|
2011 Equity Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019
|
|
|
Amended and Restated 2005 Equity Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019
|
|
|
2005 Non-Employee Directors' Share Option Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019
|
|
|
Form of Performance Share Unit Agreement for employees and executives under our 2016 Performance Equity Incentive Plan
|
|
|
Form of Performance Share Unit Agreement for our Chief Executive Officer under our 2016 Performance Equity Incentive Plan
|
|
|
Form of Performance Share Unit Agreement for members of our Board of Directors under our 2016 Performance Equity Incentive Plan
|
|
|
Borrower Assumption Agreement dated as of December 3, 2019 between Cimpress plc and JPMorgan Chase Bank as administrative agent (the “Administrative Agent”) relating to the Credit Agreement as amended and restated as of July 13, 2017 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 the Administrative Agent as administrative agent for the lenders
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer
|
|
101
|
|
The following materials from this Quarterly Report on Form 10-Q, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Shareholder's Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements.
|
104
|
|
Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
|
|
By:
|
/s/ Sean E. Quinn
|
|
|
Sean E. Quinn
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
MUFG UNION BANK, N.A., as Trustee
|
|
|
By:/s/Rafael E. Miranda
|
Name: Rafael E. Miranda
Title: Vice President
|
CIMPRESS AUSTRALIA PTY LIMITED,
as a Guarantor
|
||
|
||
|
||
By:
|
/s/Bruce Maxwell Hamilton
|
|
|
Name: Bruce Maxwell Hamilton
|
|
|
Title: Managing Director
|
|
|
|
|
CIMPRESS JAPAN CO. LTD.,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Keiko Son
|
|
Name: Keiko Son
|
|
Title: Representative Director
|
|
|
|
|
CIMPRESS USA MANUFACTURING INCORPORATED,
as a Guarantor
|
|||
|
|
|
|||
|
|
|
|||
|
|
By:
|
/s/Kevin Lane
|
|
|
|
|
|
Name: Kevin Lane
|
|
|
|
|
|
Title: Sr. Director of Finance
|
|
|
|
|
|
|
NATIONAL PEN CO. LLC,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Richard Obrigawitch
|
|
Name: Richard Obrigawitch
|
|
Title: CFO/COO
|
|
|
NATIONAL PEN TENNESSEE LLC,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Richard Obrigawitch
|
|
Name: Richard Obrigawitch
|
|
Title: CFO/COO
|
NP CORPORATE SERVICES LLC,
as a Guarantor
|
||
|
||
|
||
By:
|
/s/Richard Obrigawitch
|
|
|
Name: Richard Obrigawitch
|
|
|
Title: CFO/COO
|
|
|
|
Year (Anniversary of
Baseline Date)
|
3YMA CAGR
|
Multiplier to the
Number of Vested PSUs
Subject to the Award
|
[____]
|
[____]
|
[____]
|
[____]
|
[____]
|
[____]
|
[____]
|
[____]
|
[____]
|
3YMA CAGR
|
Multiplier to the
Number of Vested PSUs
Subject to the Award
|
25.8925% or above
|
Variable Cap
|
20% to 25.8925%
|
250.0%
|
19 to 19.99%
|
225.0%
|
18 to 18.99%
|
212.5%
|
17 to 17.99%
|
200.0%
|
16 to 16.99%
|
187.5%
|
15 to 15.99%
|
175.0%
|
14 to 14.99%
|
162.5%
|
13 to 13.99%
|
150.0%
|
12 to 12.99%
|
137.5%
|
11 to 11.99%
|
125.0%
|
Less than 11%
|
0%
|
CAGR
as of the Measurement Date |
Multiplier to the number of PSUs subject to the Award
|
11 to 11.99%
|
125.0%
|
12 to 12.99%
|
137.5%
|
13 to 13.99%
|
150.0%
|
14 to 14.99%
|
162.5%
|
15 to 15.99%
|
175.0%
|
16 to 16.99%
|
187.5%
|
17 to 17.99%
|
200.0%
|
18 to 18.99%
|
212.5%
|
19 to 19.99%
|
225.0%
|
20% to 25.8925%
|
250.0%
|
25.8925% or above
|
Variable Cap (as defined below)
|
•
|
$70 Baseline 3YMA
|
•
|
27% Measurement Date CAGR
|
•
|
Year 6 - Measurement Period
|
CAGR
as of the Measurement Date |
Multiplier to the number of PSUs subject to the Award
|
11 to 11.99%
|
125.0%
|
12 to 12.99%
|
137.5%
|
13 to 13.99%
|
150.0%
|
14 to 14.99%
|
162.5%
|
15 to 15.99%
|
175.0%
|
16 to 16.99%
|
187.5%
|
17 to 17.99%
|
200.0%
|
18 to 18.99%
|
212.5%
|
19 to 19.99%
|
225.0%
|
20% to 25.8925%
|
250.0%
|
25.8925% or above
|
Variable Cap (as defined below)
|
•
|
$70 Baseline 3YMA
|
•
|
27% Measurement Date CAGR
|
•
|
Year 6 - Measurement Period
|
CIMPRESS AUSTRALIA PTY LIMITED,
as a Guarantor
|
||
|
||
|
||
By:
|
/s/Bruce Maxwell Hamilton
|
|
|
Name: Bruce Maxwell Hamilton
|
|
|
Title: Managing Director
|
|
|
|
|
CIMPRESS JAPAN CO. LTD.,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Keiko Son
|
|
Name: Keiko Son
|
|
Title: Representative Director
|
|
|
|
|
CIMPRESS USA MANUFACTURING INCORPORATED,
as a Guarantor
|
|||
|
|
|
|||
|
|
|
|||
|
|
By:
|
/s/Kevin Lane
|
|
|
|
|
|
Name: Kevin Lane
|
|
|
|
|
|
Title: Sr. Director of Finance
|
|
|
|
|
|
|
NATIONAL PEN CO. LLC,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Richard Obrigawitch
|
|
Name: Richard Obrigawitch
|
|
Title: CFO/COO
|
|
|
NATIONAL PEN TENNESSEE LLC,
as a Guarantor
|
|
|
|
|
|
By:
|
/s/Richard Obrigawitch
|
|
Name: Richard Obrigawitch
|
|
Title: CFO/COO
|
NP CORPORATE SERVICES LLC,
as a Guarantor
|
||
|
||
|
||
By:
|
/s/Richard Obrigawitch
|
|
|
Name: Richard Obrigawitch
|
|
|
Title: CFO/COO
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Cimpress N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert S. Keane
|
|
|
Robert S. Keane
|
|
|
Chief Executive Officer
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Cimpress N.V.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Sean E. Quinn
|
|
|
Sean E. Quinn
|
|
|
Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
January 30, 2020
|
|
/s/ Robert S. Keane
|
|
|
|
|
Robert S. Keane
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
January 30, 2020
|
|
/s/ Sean E. Quinn
|
|
|
|
|
Sean E. Quinn
|
|
|
|
|
Chief Financial Officer
|
|