|
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
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosure
|
|
|
|
|
Part II
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements with Accountants and Financial Disclosures
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
|
|
|
Part III
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
|
|
Part IV
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Item 16.
|
Summary
|
|
Signatures
|
|
|
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, relative to traditional alternatives mass customization creates value in many ways, not just lower cost. Other advantages can include faster production, greater personal relevance, elimination of obsolete stock, better design, flexible shipping options, more product choice, and higher quality. |
•
|
Small format marketing materials such as business cards, flyers, leaflets, inserts, brochures and magazines. Businesses of all sizes are the main end users of short-and-medium run lengths (per order quantities below 2,500 units for business cards and below 20,000 units for other materials).
|
•
|
Large format products such as banners, signs, tradeshow displays, and point-of-sale displays. Businesses of all sizes are the main end users of short-and-medium run lengths (less than 1,000 units).
|
•
|
Promotional products, apparel and gifts including decorated apparel, bags and textiles, and hard goods such as pens, USB sticks, and drinkware. The end users of short-and-medium runs of these products range from businesses to teams, associations and groups, as well as consumers.
|
•
|
Packaging products, such as corrugated board packaging, folded cartons, bags and labels. Businesses are the primary end users for short-and-medium runs (below 10,000 units).
|
1.
|
Vistaprint:
|
|
Consists of the operations of our Vistaprint-branded websites in North America, Europe, Australia, New Zealand, India and Japan. This business also includes our Webs business, which is managed with the Vistaprint Digital business, and 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.
|
2.
|
PrintBrothers: Consists of our druck.at, Printdeal, and WIRmachenDRUCK businesses.
|
|
|
|
3.
|
The Print Group: Consists of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses.
|
|
|
|
|
4.
|
National Pen:
|
|
Consists of our National Pen business and a few smaller brands operated by National Pen that are focused on customized writing instruments and promotional products, apparel and gifts for small- and medium-sized businesses.
|
5.
|
All Other Businesses:
|
|
BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas.
|
|
As the online printing leader in Brazil, Printi offers a superior customer experience with transparent and attractive pricing, reliable service and quality.
|
|
YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property 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.
|
•
|
traditional offline suppliers and graphic design providers
|
•
|
online printing and graphic design companies
|
•
|
office superstores, drug store chains, food retailers, and other major retailers targeting small business and consumer markets
|
•
|
wholesale printers
|
•
|
self-service desktop design and publishing using personal computer software
|
•
|
email marketing services companies
|
•
|
website design and hosting companies
|
•
|
suppliers of customized apparel, promotional products, gifts, and packaging
|
•
|
online photo product companies
|
•
|
internet retailers
|
•
|
online providers of custom printing services that outsource production to third party printers
|
•
|
providers of digital marketing such as social media and local search directories
|
•
|
Environmental - We regularly evaluate ways to minimize the impact of our operations on the environment. In terms of combating climate change, we have established and centrally fund a company-wide carbon emissions reduction program to lower the emissions associated with our operations at a rate slightly exceeding the 1.5oC target pathway, and expect to achieve carbon neutrality by 2040. This commitment expands upon our previous 2°C target, established in alignment with the 2015 United Nations Global Change Conference (COP21 “Paris Climate Accord”), and now includes the emissions from our supply chain (Scope 3). Our plan includes investments in energy-reducing infrastructure and equipment, renewable energy sourcing, and examination of our substrate and logistics choices for further opportunities to reduce total emissions. We are on track to meet this commitment, and we seek to make further improvements each year going forward.
|
•
|
Fair labor practices - We make recruiting, retention, and other performance management related decisions based solely on merit, based on an individual’s ability to do their job with excellence and in alignment with the company’s strategic and operational objectives. We do not tolerate discrimination on any basis protected by human rights laws or anti-discrimination regulations, and we strive to do more in this regard than the law requires. We are committed to a work environment where team members are treated with respect and fairness, and have invested in education and awareness programs for team members to make further improvements in this area. We value individual differences, unique perspectives and the distinct contributions that each one of us can make to the company.
|
•
|
Team member health and safety - We require safe working conditions at all times to ensure our team members and other parties are protected, and require legal compliance at a minimum at all times. We require training on – and compliance with – safe work practices and procedures at all manufacturing facilities to ensure the safety of team members and visitors to our plant floors. Given the global impacts of the COVID-19 pandemic, we have held our team member health and safety as a top priority, and have implemented measures such as remote working for members who are able to, restrictions on team member travel to be essential only, and increased safety measures at our manufacturing and customer service centers including additional cleaning and sanitary protocols.
|
•
|
Ethical supply chain - It is important to us that our supply chain reflects our commitment to doing business with the highest standards of ethics and integrity. Each Cimpress business is responsible to ensure its supply chain does not allow for unacceptable practices such as environmental crimes, child labor, slavery or unsafe working conditions.
|
•
|
our failure to adequately execute our strategy or anticipate and overcome obstacles to achieving our strategic goals
|
•
|
our failure to develop or deploy our mass customization platform or the failure of the platform to drive the efficiencies and competitive advantage we expect
|
•
|
our failure to manage the growth, complexity, and pace of change of our business and expand our operations
|
•
|
our failure to address and mitigate the impacts of the COVID-19 pandemic on our business
|
•
|
our failure to acquire, at a value-accretive price or at all, businesses that enhance the growth and development of our business or to effectively integrate the businesses we do acquire into our business
|
•
|
our inability to purchase or develop technologies and other key assets and capabilities to increase our efficiency, enhance our competitive advantage, and scale our operations
|
•
|
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
|
•
|
our failure to acquire new customers and enter new markets, retain our current customers, and sell more products to current and new customers
|
•
|
our failure to address performance issues in some of our businesses and markets
|
•
|
our failure to sustain growth in relatively mature markets
|
•
|
our failure to promote, strengthen, and protect our brands
|
•
|
our failure to effectively manage competition and overlap within our brand portfolio
|
•
|
the failure of our current and new marketing channels to attract customers
|
•
|
our failure to realize expected returns on our capital allocation decisions
|
•
|
unanticipated changes in our business, current and anticipated markets, industry, or competitive landscape
|
•
|
our failure to attract and retain skilled talent needed to execute our strategy and sustain our growth
|
•
|
general economic conditions
|
•
|
material declines in demand for our products and services, leading to major adverse effects on our revenue, earnings, cash flows, and other financial results
|
•
|
disruptions in our operations, with many of our employees subject to shelter-in-place orders and other safety measures restricting them from leaving their homes
|
•
|
large investments of time and resources as our management team focuses on mitigating the effects of the pandemic on our business operations while protecting the health of our employees
|
•
|
investments in our business in the current period intended to generate longer-term returns, where the costs in the near term will not be offset by revenue or cost savings until future periods, if at all
|
•
|
the effects of the COVID-19 pandemic on our customers, suppliers, business, and operations
|
•
|
variations in the demand for our products and services, in particular during our second fiscal quarter, which may be driven by seasonality, performance issues in some of our businesses and markets, or other factors
|
•
|
currency and interest rate fluctuations, which affect our revenue, costs, and fair value of our assets and liabilities
|
•
|
our hedging activity
|
•
|
our ability to attract and retain customers and generate purchases
|
•
|
shifts in revenue mix toward less profitable products and brands
|
•
|
the commencement or termination of agreements with our strategic partners, suppliers, and others
|
•
|
our ability to manage our production, fulfillment, and support operations
|
•
|
costs to produce and deliver our products and provide our services, including the effects of inflation and the rising costs of raw materials such as paper
|
•
|
our pricing and marketing strategies and those of our competitors
|
•
|
expenses and charges related to our compensation arrangements with our executives and employees
|
•
|
costs and charges resulting from litigation
|
•
|
significant increases in credits, beyond our estimated allowances, for customers who are not satisfied with our products or delivery
|
•
|
changes in our effective income tax rate
|
•
|
costs to acquire businesses or integrate our acquired businesses
|
•
|
financing costs
|
•
|
impairments of our tangible and intangible assets including goodwill
|
•
|
the results of our minority investments and joint ventures
|
•
|
difficulty managing operations in, and communications among, multiple businesses, locations, and time zones
|
•
|
difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, and other costs
|
•
|
our failure to improve and adapt our financial and operational controls and systems to manage our decentralized businesses and comply with our obligations as a public company
|
•
|
the challenge of complying with disparate laws in multiple countries, such as local regulations that may impair our ability to conduct our business as planned, protectionist laws that favor local businesses, and restrictions imposed by local labor laws
|
•
|
our inexperience in marketing and selling our products and services within unfamiliar markets, countries, and cultures
|
•
|
challenges of working with local business partners
|
•
|
our failure to properly understand and develop graphic design content and product formats and attributes appropriate for local tastes
|
•
|
disruptions caused by political and social instability that may occur in some countries
|
•
|
exposure to corrupt business practices that may be common in some countries or in some sales channels and markets, such as bribery or the willful infringement of intellectual property rights
|
•
|
difficulty repatriating cash from some countries
|
•
|
difficulty importing and exporting our products across country borders and difficulty complying with customs regulations in the many countries where we sell products
|
•
|
disruptions or cessation of important components of our international supply chain
|
•
|
failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property
|
•
|
damage our reputation and brands
|
•
|
expose us to losses, remediation costs, litigation, enforcement actions, and possible liability
|
•
|
result in a failure to comply with legal and industry privacy regulations and standards
|
•
|
lead to the misuse of our and our customers' and employees' confidential or personal information
|
•
|
cause interruptions in our operations
|
•
|
cause us to lose revenue if existing and potential customers believe that their personal and payment information may not be safe with us
|
•
|
The business we acquired or invested in may not perform as well as we expected.
|
•
|
We may overpay for acquired businesses, which can, among other things, negatively affect our intrinsic value per share.
|
•
|
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 acquired businesses, minority investments, and joint ventures may be more expensive or may take more resources than we expected.
|
•
|
We may not realize the anticipated benefits of integrating acquired businesses into our mass customization platform.
|
•
|
We may encounter cultural or language challenges in integrating an acquired business or managing our minority investment in a business.
|
•
|
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.
|
•
|
fire, natural disasters, or extreme weather
|
•
|
pandemic or other public health crisis
|
•
|
labor strike, work stoppage, or other issues with our workforce
|
•
|
political instability or acts of terrorism or war
|
•
|
power loss or telecommunication failure
|
•
|
attacks on our external websites or internal network by hackers or other malicious parties
|
•
|
undetected errors or design faults in our technology, infrastructure, and processes that may cause our websites to fail
|
•
|
inadequate capacity in our systems and infrastructure to cope with periods of high volume and demand
|
•
|
human error, including poor managerial judgment or oversight
|
•
|
incur additional indebtedness, guarantee indebtedness, and incur liens
|
•
|
pay dividends or make other distributions or repurchase or redeem capital stock
|
•
|
prepay, redeem, or repurchase certain subordinated debt
|
•
|
issue certain preferred stock or similar redeemable equity securities
|
•
|
make loans and investments
|
•
|
sell assets
|
•
|
enter into transactions with affiliates
|
•
|
alter the businesses we conduct
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends
|
•
|
consolidate, merge, or sell all or substantially all of our assets
|
•
|
Our lenders could declare all outstanding principal and interest to be due and payable, and we and our subsidiaries may not have sufficient assets to repay that indebtedness.
|
•
|
Our secured lenders could foreclose against the assets securing their borrowings.
|
•
|
Our lenders under our credit facility could terminate all commitments to extend further credit under that facility.
|
•
|
We could be forced into bankruptcy or liquidation.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our debt
|
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements
|
•
|
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
|
•
|
increasing our vulnerability to general adverse economic and industry conditions
|
•
|
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
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry and marketplaces in which we compete
|
•
|
placing us at a disadvantage compared to other, less leveraged competitors
|
•
|
increasing our cost of borrowing
|
•
|
concerns about buying customized products without face-to-face interaction with design or sales personnel
|
•
|
the inability to physically handle and examine product samples before making a purchase
|
•
|
delivery time associated with Internet orders
|
•
|
concerns about the security of online transactions and the privacy of personal information
|
•
|
delayed or lost shipments or shipments of incorrect or damaged products
|
•
|
a desire to support and buy from local businesses
|
•
|
limited access to the Internet
|
•
|
the inconvenience associated with returning or exchanging purchased items
|
•
|
A 582,000 square foot facility located near Windsor, Ontario, Canada that primarily services our Vistaprint business.
|
•
|
A 492,000 square foot facility located in Shelbyville, Tennessee, USA, that primarily services our National Pen business.
|
•
|
A 362,000 square foot facility located in Venlo, the Netherlands that primarily services our Vistaprint business.
|
•
|
A 130,000 square foot facility located in Kisarazu, Japan that primarily services our Vistaprint and National Pen businesses in the Japanese market.
|
•
|
A 124,000 square foot facility located in Deer Park, Australia that primarily services our Vistaprint business.
|
•
|
A 97,000 square foot facility, located near Montpellier, France that primarily services The Print Group businesses.
|
Business Segment (1)
|
|
Square Feet
|
|
Type
|
|
Lease Expirations
|
|
Vistaprint
|
|
1,029,427
|
|
|
Technology development, marketing, customer service, manufacturing and administrative
|
|
August 2020 - November 2034
|
PrintBrothers
|
|
301,393
|
|
|
Technology development, marketing, customer service, manufacturing and administrative
|
|
December 2020 - December 2025
|
The Print Group
|
|
423,098
|
|
|
Technology development, marketing, customer service, manufacturing and administrative
|
|
July 2020 - June 2034
|
National Pen
|
|
376,324
|
|
|
Marketing, customer service, manufacturing and administrative
|
|
July 2020 -December 2027
|
All Other Businesses
|
|
546,501
|
|
|
Technology development, marketing, customer service, manufacturing and administrative
|
|
July 2020 - July 2025
|
Other (2)
|
|
83,140
|
|
|
Corporate strategy and technology development
|
|
July 2020 - June 2023
|
|
Year Ended June 30,
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
Cimpress plc
|
$
|
100.00
|
|
|
$
|
109.89
|
|
|
$
|
112.32
|
|
|
$
|
172.24
|
|
|
$
|
108.00
|
|
|
$
|
90.71
|
|
NASDAQ Composite
|
100.00
|
|
|
98.32
|
|
|
126.14
|
|
|
155.91
|
|
|
168.04
|
|
|
213.32
|
|
||||||
RDG Internet Composite
|
100.00
|
|
|
118.36
|
|
|
164.81
|
|
|
231.41
|
|
|
234.61
|
|
|
313.49
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2020 (a)
|
|
2019 (b)
|
|
2018 (c)
|
|
2017 (d)
|
|
2016 (e)
|
||||||||||
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
|
$
|
2,135,405
|
|
|
$
|
1,788,044
|
|
Net income (loss) attributable to Cimpress plc
|
83,365
|
|
|
95,052
|
|
|
43,733
|
|
|
(71,711
|
)
|
|
54,349
|
|
|||||
Net income (loss) per share attributable to Cimpress plc:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.07
|
|
|
$
|
3.09
|
|
|
$
|
1.41
|
|
|
$
|
(2.29
|
)
|
|
$
|
1.72
|
|
Diluted (g)
|
$
|
3.00
|
|
|
$
|
3.00
|
|
|
$
|
1.36
|
|
|
$
|
(2.29
|
)
|
|
$
|
1.64
|
|
Shares used in computing net income (loss) per share attributable to Cimpress plc:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (f)
|
27,180,744
|
|
|
30,786,349
|
|
|
30,948,081
|
|
|
31,291,581
|
|
|
31,656,234
|
|
|||||
Diluted (g)
|
27,773,286
|
|
|
31,662,705
|
|
|
32,220,401
|
|
|
31,291,581
|
|
|
33,049,454
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2020 (a)
|
|
2019 (b)
|
|
2018 (c)
|
|
2017 (d)
|
|
2016 (e)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
338,444
|
|
|
$
|
331,095
|
|
|
$
|
192,332
|
|
|
$
|
247,358
|
|
|
$
|
242,022
|
|
Purchases of property, plant and equipment
|
(50,467
|
)
|
|
(70,563
|
)
|
|
(60,930
|
)
|
|
(74,157
|
)
|
|
(80,435
|
)
|
|||||
Purchases of ordinary shares
|
(627,056
|
)
|
|
(55,567
|
)
|
|
(94,710
|
)
|
|
(50,008
|
)
|
|
(153,467
|
)
|
|||||
Business acquisitions, net of cash acquired
|
(4,272
|
)
|
|
(289,920
|
)
|
|
(110
|
)
|
|
(204,875
|
)
|
|
(164,412
|
)
|
|||||
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested
|
(1,124
|
)
|
|
—
|
|
|
93,779
|
|
|
—
|
|
|
—
|
|
|||||
Net proceeds (payments) of debt and debt issuance costs
|
426,086
|
|
|
190,182
|
|
|
(54,415
|
)
|
|
196,933
|
|
|
167,316
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2020 (a)
|
|
2019 (b)
|
|
2018 (c)
|
|
2017 (d)
|
|
2016 (e)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash, cash equivalents and marketable securities
|
$
|
45,021
|
|
|
$
|
35,279
|
|
|
$
|
44,227
|
|
|
$
|
25,697
|
|
|
$
|
85,319
|
|
Net current liabilities (h)
|
(238,354
|
)
|
|
(280,449
|
)
|
|
(241,728
|
)
|
|
(203,482
|
)
|
|
(135,095
|
)
|
|||||
Total assets (i)
|
1,815,006
|
|
|
1,868,376
|
|
|
1,652,217
|
|
|
1,679,869
|
|
|
1,463,869
|
|
|||||
Total long-term debt, excluding current portion (j)
|
1,415,657
|
|
|
942,290
|
|
|
767,585
|
|
|
847,730
|
|
|
656,794
|
|
|||||
Total shareholders’ (deficit) equity (k)
|
(407,476
|
)
|
|
131,812
|
|
|
93,947
|
|
|
75,212
|
|
|
166,076
|
|
(c)
|
Includes the Albumprinter results through the divestiture date of August 31, 2017. See Note 7 in our accompanying financial statements in this Report for a discussion of this divestiture.
|
(d)
|
Includes the impact of the acquisition of National Pen on December 30, 2016. During December 2016, we purchased the remaining noncontrolling interest of our Japan business from our joint business partner, Plaza Create Co. Ltd.
|
•
|
Entered into an amendment to our senior secured credit agreement to provide a temporary suspension of prior maintenance covenants and raised new capital to provide a partial pay down to senior secured credit facility lenders;
|
•
|
Enacted significant cost-reduction and cash-preservation measures;
|
•
|
Maintained operational continuity to the greatest extent feasible while prioritizing the health and safety of our team members; and
|
•
|
Protected key investments in technology, data infrastructure and customer value improvements.
|
•
|
Revenue decreased by 10% to $2,481.4 million.
|
•
|
Consolidated constant-currency revenue decreased by 9% and decreased by 11% when excluding acquisitions and divestitures completed in the last four quarters.
|
•
|
Operating income decreased by $107.6 million to $56.0 million.
|
•
|
Adjusted EBITDA (a non-GAAP financial measure) increased by $13.2 million to $399.8 million.
|
•
|
Cash provided by operating activities increased by $7.3 million to $338.4 million.
|
•
|
Adjusted free cash flow (a non-GAAP financial measure) increased by $32.2 million to $244.0 million.
|
In thousands
|
Year Ended June 30,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions/Divestitures:
|
|
Constant- Currency Revenue Growth
|
||||||
|
2020
|
|
2019
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions/Divestitures (2)
|
||||
Vistaprint
|
$
|
1,337,291
|
|
|
$
|
1,508,322
|
|
|
(11)%
|
|
1%
|
|
(10)%
|
|
—%
|
|
(10)%
|
PrintBrothers
|
417,921
|
|
|
443,987
|
|
|
(6)%
|
|
3%
|
|
(3)%
|
|
(2)%
|
|
(5)%
|
||
The Print Group
|
275,214
|
|
|
325,872
|
|
|
(16)%
|
|
3%
|
|
(13)%
|
|
—%
|
|
(13)%
|
||
National Pen
|
299,474
|
|
|
348,409
|
|
|
(14)%
|
|
1%
|
|
(13)%
|
|
—%
|
|
(13)%
|
||
All Other Businesses (3)
|
173,789
|
|
|
136,202
|
|
|
28%
|
|
1%
|
|
29%
|
|
(25)%
|
|
4%
|
||
Inter-segment eliminations
|
(22,331
|
)
|
|
(11,716
|
)
|
|
|
|
|
|
|
|
|
|
|
||
Total revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
(10)%
|
|
1%
|
|
(9)%
|
|
(2)%
|
|
(11)%
|
In thousands
|
Year Ended June 30,
|
|
|
|
Currency
Impact: |
|
Constant-
Currency |
|
Impact of Acquisitions/Divestitures:
|
|
Constant- Currency Revenue Growth
|
||||||
|
2019
|
|
2018
|
|
%
Change |
|
(Favorable)/Unfavorable
|
|
Revenue Growth (1)
|
|
(Favorable)/Unfavorable
|
|
Excluding Acquisitions/Divestitures (2)
|
||||
Vistaprint
|
$
|
1,508,322
|
|
|
$
|
1,499,141
|
|
|
1%
|
|
2%
|
|
3%
|
|
—%
|
|
3%
|
PrintBrothers
|
443,987
|
|
|
410,776
|
|
|
8%
|
|
5%
|
|
13%
|
|
—%
|
|
13%
|
||
The Print Group
|
325,872
|
|
|
320,473
|
|
|
2%
|
|
4%
|
|
6%
|
|
—%
|
|
6%
|
||
National Pen
|
348,409
|
|
|
333,266
|
|
|
5%
|
|
2%
|
|
7%
|
|
—%
|
|
7%
|
||
All Other Businesses (3)
|
136,202
|
|
|
40,230
|
|
|
239%
|
|
9%
|
|
248%
|
|
(241)%
|
|
7%
|
||
Inter-segment eliminations
|
(11,716
|
)
|
|
(11,345
|
)
|
|
|
|
|
|
|
|
|
|
|
||
Total revenue
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
|
6%
|
|
3%
|
|
9%
|
|
(4)%
|
|
5%
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenue
|
$
|
1,248,871
|
|
|
$
|
1,401,344
|
|
|
$
|
1,279,799
|
|
% of revenue
|
50.3
|
%
|
|
50.9
|
%
|
|
49.4
|
%
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Technology and development expense
|
$
|
253,252
|
|
|
$
|
236,797
|
|
|
$
|
245,758
|
|
% of revenue
|
10.2
|
%
|
|
8.6
|
%
|
|
9.5
|
%
|
|||
Marketing and selling expense
|
$
|
574,041
|
|
|
$
|
713,863
|
|
|
$
|
714,654
|
|
% of revenue
|
23.1
|
%
|
|
25.9
|
%
|
|
27.6
|
%
|
|||
General and administrative expense
|
$
|
183,054
|
|
|
$
|
162,652
|
|
|
$
|
176,958
|
|
% of revenue
|
7.4
|
%
|
|
5.9
|
%
|
|
6.8
|
%
|
|||
Amortization of acquired intangible assets
|
$
|
51,786
|
|
|
$
|
53,256
|
|
|
$
|
49,881
|
|
% of revenue
|
2.1
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|||
Restructuring expense
|
$
|
13,543
|
|
|
$
|
12,054
|
|
|
$
|
15,236
|
|
% of revenue
|
0.5
|
%
|
|
0.4
|
%
|
|
0.6
|
%
|
|||
Impairment of goodwill
|
$
|
100,842
|
|
|
$
|
7,503
|
|
|
$
|
—
|
|
% of revenue
|
4.1
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|||
(Gain) on sale of subsidiaries
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47,545
|
)
|
% of revenue
|
—
|
%
|
|
—
|
%
|
|
(1.8
|
)%
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Gains (losses) on derivatives not designated as hedging instruments
|
$
|
20,564
|
|
|
$
|
23,494
|
|
|
$
|
(2,687
|
)
|
Currency-related gains (losses), net
|
2,309
|
|
|
2,506
|
|
|
(19,500
|
)
|
|||
Other gains
|
1
|
|
|
476
|
|
|
1,155
|
|
|||
Total other income (expense), net
|
$
|
22,874
|
|
|
$
|
26,476
|
|
|
$
|
(21,032
|
)
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Income tax (benefit) expense
|
$
|
(80,992
|
)
|
|
$
|
33,432
|
|
|
$
|
19,578
|
|
Effective tax rate
|
(2,697.0
|
)%
|
|
26.3
|
%
|
|
29.5
|
%
|
In thousands
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||
Reported Revenue
|
$
|
1,337,291
|
|
|
$
|
1,508,322
|
|
|
$
|
1,499,141
|
|
|
(11)%
|
|
1%
|
Segment EBITDA
|
366,334
|
|
|
349,697
|
|
|
309,783
|
|
|
5%
|
|
13%
|
|||
% of revenue
|
27
|
%
|
|
23
|
%
|
|
21
|
%
|
|
|
|
|
In thousands
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||
Reported Revenue
|
$
|
417,921
|
|
|
$
|
443,987
|
|
|
$
|
410,776
|
|
|
(6)%
|
|
8%
|
Segment EBITDA
|
39,373
|
|
|
43,474
|
|
|
41,129
|
|
|
(9)%
|
|
6%
|
|||
% of revenue
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
In thousands
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||
Reported Revenue
|
$
|
275,214
|
|
|
$
|
325,872
|
|
|
$
|
320,473
|
|
|
(16)%
|
|
2%
|
Segment EBITDA
|
51,606
|
|
|
63,997
|
|
|
63,529
|
|
|
(19)%
|
|
1%
|
|||
% of revenue
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
|
|
|
|
In thousands
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||
Reported Revenue
|
$
|
299,474
|
|
|
$
|
348,409
|
|
|
$
|
333,266
|
|
|
(14)%
|
|
5%
|
Segment EBITDA
|
7,605
|
|
|
17,299
|
|
|
29,438
|
|
|
(56)%
|
|
(41)%
|
|||
% of revenue
|
3
|
%
|
|
5
|
%
|
|
9
|
%
|
|
|
|
|
In thousands
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||
Reported Revenue (1)
|
$
|
173,789
|
|
|
$
|
136,202
|
|
|
$
|
40,230
|
|
|
28%
|
|
239%
|
Segment EBITDA (1)
|
17,474
|
|
|
(6,317
|
)
|
|
(10,603
|
)
|
|
377%
|
|
40%
|
|||
% of revenue
|
10
|
%
|
|
(5
|
)%
|
|
(26
|
)%
|
|
|
|
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash provided by operating activities
|
$
|
338,444
|
|
|
$
|
331,095
|
|
|
$
|
192,332
|
|
Net cash used in investing activities
|
(66,864
|
)
|
|
(420,166
|
)
|
|
(10,594
|
)
|
|||
Net cash (used in) provided by financing activities
|
(258,255
|
)
|
|
81,989
|
|
|
(177,757
|
)
|
•
|
Net income of $84.0 million
|
•
|
Adjustments for non-cash items of $215.0 million primarily related to positive adjustments for depreciation and amortization of $167.9 million, goodwill impairment of $100.8 million, share-based compensation costs of $34.9 million and unrealized currency-related losses of $6.9 million, partially offset by non-cash tax related items of $106.9 million
|
•
|
Proceeds of debt and warrants of $426.1 million, net of repayments and debt issuance costs
|
•
|
Proceeds from the settlement of net investment hedges of $29.8 million
|
•
|
The change in operating assets and liabilities were a source of cash during the period, driven by actions taken in response to the pandemic, which included partnering with suppliers and leaseholders to defer payments, as well as receiving timing relief for indirect taxes and employer taxes in certain jurisdictions.
|
•
|
Purchases of our ordinary shares for $627.1 million
|
•
|
Capital expenditures of $50.5 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 $44.0 million
|
•
|
Payment of withholding taxes in connection with share awards of $41.7 million
|
•
|
Payments for finance lease arrangements of $9.5 million
|
•
|
Payments for acquisitions of $4.3 million, net of cash acquired
|
In thousands
|
|
||
|
June 30, 2020
|
||
Maximum aggregate available for borrowing
|
$
|
998,125
|
|
Outstanding borrowings of senior secured credit facility
|
(570,483
|
)
|
|
Remaining amount
|
427,642
|
|
|
Limitations to borrowing due to debt covenants and other obligations (1)
|
(3,974
|
)
|
|
Amount available for borrowing as of June 30, 2020 (2)
|
$
|
423,668
|
|
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)
|
$
|
160,697
|
|
|
$
|
36,848
|
|
|
$
|
50,988
|
|
|
$
|
33,269
|
|
|
$
|
39,592
|
|
Purchase commitments
|
109,728
|
|
|
47,939
|
|
|
44,456
|
|
|
17,333
|
|
|
—
|
|
|||||
Senior unsecured notes and interest payments
|
852,000
|
|
|
42,000
|
|
|
84,000
|
|
|
84,000
|
|
|
642,000
|
|
|||||
Second lien notes and interest payments
|
481,500
|
|
|
37,500
|
|
|
72,000
|
|
|
372,000
|
|
|
—
|
|
|||||
Other debt and interest payments (2)
|
727,649
|
|
|
60,167
|
|
|
101,054
|
|
|
566,428
|
|
|
—
|
|
|||||
Finance leases, net of subleases (1)
|
22,421
|
|
|
6,885
|
|
|
10,852
|
|
|
3,302
|
|
|
1,382
|
|
|||||
Other
|
2,289
|
|
|
1,518
|
|
|
737
|
|
|
34
|
|
|
—
|
|
|||||
Total (3)
|
$
|
2,356,284
|
|
|
$
|
232,857
|
|
|
$
|
364,087
|
|
|
$
|
1,076,366
|
|
|
$
|
682,974
|
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
GAAP operating income
|
$
|
55,969
|
|
|
$
|
163,607
|
|
|
$
|
157,800
|
|
Exclude expense (benefit) impact of:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
167,943
|
|
|
172,957
|
|
|
169,005
|
|
|||
Waltham, MA lease depreciation adjustment (1)
|
—
|
|
|
(4,120
|
)
|
|
(4,120
|
)
|
|||
Proceeds from insurance
|
—
|
|
|
—
|
|
|
676
|
|
|||
Share-based compensation expense (2)
|
33,252
|
|
|
18,296
|
|
|
49,139
|
|
|||
Earn-out related charges
|
(54
|
)
|
|
—
|
|
|
2,391
|
|
|||
Certain impairments and other adjustments (3)
|
104,593
|
|
|
10,700
|
|
|
2,893
|
|
|||
Restructuring-related charges
|
13,543
|
|
|
12,054
|
|
|
15,236
|
|
|||
Interest expense for Waltham, MA lease (1)
|
—
|
|
|
(7,236
|
)
|
|
(7,489
|
)
|
|||
Gain on purchase or sale of subsidiaries
|
—
|
|
|
—
|
|
|
(47,945
|
)
|
|||
Realized gains on currency derivatives not included in operating income
|
24,533
|
|
|
20,289
|
|
|
(11,445
|
)
|
|||
Adjusted EBITDA
|
$
|
399,779
|
|
|
$
|
386,547
|
|
|
$
|
326,141
|
|
In thousands
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net cash provided by operating activities
|
$
|
338,444
|
|
|
$
|
331,095
|
|
|
$
|
192,332
|
|
Purchases of property, plant and equipment
|
(50,467
|
)
|
|
(70,563
|
)
|
|
(60,930
|
)
|
|||
Purchases of intangible assets not related to acquisitions
|
—
|
|
|
(64
|
)
|
|
(308
|
)
|
|||
Capitalization of software and website development costs
|
(43,992
|
)
|
|
(48,652
|
)
|
|
(40,847
|
)
|
|||
Payment of contingent consideration in excess of acquisition date fair value (1)
|
—
|
|
|
—
|
|
|
49,241
|
|
|||
Adjusted free cash flow
|
$
|
243,985
|
|
|
$
|
211,816
|
|
|
$
|
139,488
|
|
•
|
Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net income when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net income and non-GAAP financial metrics, such as adjusted EBITDA.
|
•
|
Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities.
|
•
|
Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other income (expense), net on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other income (expense), net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with cross-currency swaps. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets 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. The balances are inclusive of the notional value of any cross-currency swaps designated as cash flow hedges. A hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would have resulted in an increase of $15.8 million, $33.3 million and $51.1 million on our income before income taxes for the years ended June 30, 2020, 2019 and 2018, respectively.
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Operations
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
Consolidated Statements of Shareholders’ Equity
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Notes to Consolidated Financial Statements
|
|
|
June 30,
2020 |
|
June 30,
2019 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
45,021
|
|
|
$
|
35,279
|
|
Accounts receivable, net of allowances of $9,651 and $7,313, respectively
|
34,596
|
|
|
60,646
|
|
||
Inventory
|
80,179
|
|
|
66,310
|
|
||
Prepaid expenses and other current assets
|
88,608
|
|
|
78,065
|
|
||
Total current assets
|
248,404
|
|
|
240,300
|
|
||
Property, plant and equipment, net (1)
|
338,659
|
|
|
490,755
|
|
||
Operating lease assets, net (1)
|
156,258
|
|
|
—
|
|
||
Software and website development costs, net
|
71,465
|
|
|
69,840
|
|
||
Deferred tax assets
|
143,496
|
|
|
59,906
|
|
||
Goodwill
|
621,904
|
|
|
718,880
|
|
||
Intangible assets, net
|
209,228
|
|
|
262,701
|
|
||
Other assets
|
25,592
|
|
|
25,994
|
|
||
Total assets
|
$
|
1,815,006
|
|
|
$
|
1,868,376
|
|
Liabilities, noncontrolling interests and shareholders’ (deficit) equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
163,891
|
|
|
$
|
185,096
|
|
Accrued expenses
|
210,764
|
|
|
194,715
|
|
||
Deferred revenue
|
39,130
|
|
|
31,780
|
|
||
Short-term debt
|
17,933
|
|
|
81,277
|
|
||
Operating lease liabilities, current (1)
|
41,772
|
|
|
—
|
|
||
Other current liabilities
|
13,268
|
|
|
27,881
|
|
||
Total current liabilities
|
486,758
|
|
|
520,749
|
|
||
Deferred tax liabilities
|
33,811
|
|
|
44,531
|
|
||
Long-term debt
|
1,415,657
|
|
|
942,290
|
|
||
Lease financing obligation (1)
|
—
|
|
|
112,096
|
|
||
Operating lease liabilities, non-current (1)
|
128,963
|
|
|
—
|
|
||
Other liabilities
|
88,187
|
|
|
53,716
|
|
||
Total liabilities
|
2,153,376
|
|
|
1,673,382
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
Redeemable noncontrolling interests
|
69,106
|
|
|
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 25,885,675 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, 18,194,952 and 13,634,958 shares, respectively
|
(1,376,496
|
)
|
|
(737,447
|
)
|
||
Additional paid-in capital
|
438,616
|
|
|
411,079
|
|
||
Retained earnings
|
618,437
|
|
|
537,422
|
|
||
Accumulated other comprehensive loss
|
(88,676
|
)
|
|
(79,857
|
)
|
||
Total shareholders' (deficit) equity
|
(407,476
|
)
|
|
131,812
|
|
||
Total liabilities, noncontrolling interests and shareholders’ (deficit) equity
|
$
|
1,815,006
|
|
|
$
|
1,868,376
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
Cost of revenue (1)
|
1,248,871
|
|
|
1,401,344
|
|
|
1,279,799
|
|
|||
Technology and development expense (1)
|
253,252
|
|
|
236,797
|
|
|
245,758
|
|
|||
Marketing and selling expense (1)
|
574,041
|
|
|
713,863
|
|
|
714,654
|
|
|||
General and administrative expense (1)
|
183,054
|
|
|
162,652
|
|
|
176,958
|
|
|||
Amortization of acquired intangible assets
|
51,786
|
|
|
53,256
|
|
|
49,881
|
|
|||
Restructuring expense (1)
|
13,543
|
|
|
12,054
|
|
|
15,236
|
|
|||
Impairment of goodwill
|
100,842
|
|
|
7,503
|
|
|
—
|
|
|||
(Gain) on sale of subsidiaries
|
—
|
|
|
—
|
|
|
(47,545
|
)
|
|||
Income from operations
|
55,969
|
|
|
163,607
|
|
|
157,800
|
|
|||
Other income (expense), net
|
22,874
|
|
|
26,476
|
|
|
(21,032
|
)
|
|||
Interest expense, net
|
(75,840
|
)
|
|
(63,171
|
)
|
|
(53,043
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(17,359
|
)
|
|||
Income before income taxes
|
3,003
|
|
|
126,912
|
|
|
66,366
|
|
|||
Income tax (benefit) expense
|
(80,992
|
)
|
|
33,432
|
|
|
19,578
|
|
|||
Net income
|
83,995
|
|
|
93,480
|
|
|
46,788
|
|
|||
Add: Net (income) loss attributable to noncontrolling interest
|
(630
|
)
|
|
1,572
|
|
|
(3,055
|
)
|
|||
Net income attributable to Cimpress plc
|
$
|
83,365
|
|
|
$
|
95,052
|
|
|
$
|
43,733
|
|
Basic net income per share attributable to Cimpress plc
|
$
|
3.07
|
|
|
$
|
3.09
|
|
|
$
|
1.41
|
|
Diluted net income per share attributable to Cimpress plc
|
$
|
3.00
|
|
|
$
|
3.00
|
|
|
$
|
1.36
|
|
Weighted average shares outstanding — basic
|
27,180,744
|
|
|
30,786,349
|
|
|
30,948,081
|
|
|||
Weighted average shares outstanding — diluted
|
27,773,286
|
|
|
31,662,705
|
|
|
32,220,401
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cost of revenue
|
$
|
486
|
|
|
$
|
455
|
|
|
$
|
361
|
|
Technology and development expense
|
9,003
|
|
|
3,765
|
|
|
10,580
|
|
|||
Marketing and selling expense
|
2,703
|
|
|
1,193
|
|
|
6,683
|
|
|||
General and administrative expense
|
21,061
|
|
|
12,882
|
|
|
31,515
|
|
|||
Restructuring expense
|
1,621
|
|
|
3,421
|
|
|
1,327
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net income
|
$
|
83,995
|
|
|
$
|
93,480
|
|
|
$
|
46,788
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation gains, net of hedges
|
10,933
|
|
|
6,667
|
|
|
35,148
|
|
|||
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges
|
(24,570
|
)
|
|
(23,409
|
)
|
|
11,521
|
|
|||
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments
|
5,774
|
|
|
3,932
|
|
|
(960
|
)
|
|||
(Loss) gain on pension benefit obligation, net
|
(1,195
|
)
|
|
(204
|
)
|
|
357
|
|
|||
Comprehensive income
|
74,937
|
|
|
80,466
|
|
|
92,854
|
|
|||
Add: Comprehensive (income) loss attributable to noncontrolling interests
|
(391
|
)
|
|
4,537
|
|
|
(5,421
|
)
|
|||
Total comprehensive income attributable to Cimpress plc
|
$
|
74,546
|
|
|
$
|
85,003
|
|
|
$
|
87,433
|
|
|
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, 2017
|
44,080
|
|
|
$
|
615
|
|
|
(12,665
|
)
|
|
$
|
(588,365
|
)
|
|
$
|
361,376
|
|
|
$
|
414,771
|
|
|
$
|
(113,398
|
)
|
|
$
|
74,999
|
|
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
293
|
|
|
(3,174
|
)
|
|
(4,999
|
)
|
|
—
|
|
|
—
|
|
|
(8,173
|
)
|
||||||
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
63
|
|
840
|
|
|
(4,784
|
)
|
|
—
|
|
|
—
|
|
|
(3,944
|
)
|
|||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,089
|
|
|
—
|
|
|
—
|
|
|
44,089
|
|
||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
(895
|
)
|
|
(94,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,710
|
)
|
||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,733
|
|
|
—
|
|
|
43,733
|
|
||||||
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,864
|
)
|
|
—
|
|
|
(5,864
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss to retained earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
(116
|
)
|
|
—
|
|
||||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,561
|
|
|
10,561
|
|
||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,782
|
|
|
32,782
|
|
||||||
Unrealized gain on pension benefit obligation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
357
|
|
||||||
Balance at June 30, 2018
|
44,080
|
|
|
$
|
615
|
|
|
(13,206
|
)
|
|
$
|
(685,577
|
)
|
|
$
|
395,682
|
|
|
$
|
452,756
|
|
|
$
|
(69,814
|
)
|
|
$
|
93,662
|
|
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
123
|
|
|
3,100
|
|
|
(3,106
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
38
|
|
|
573
|
|
|
(2,866
|
)
|
|
—
|
|
|
—
|
|
|
(2,293
|
)
|
||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
4
|
|
|
24
|
|
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,064
|
|
|
—
|
|
|
—
|
|
|
18,064
|
|
||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
(594
|
)
|
|
(55,567
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,567
|
)
|
||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,052
|
|
|
|
|
95,052
|
|
|||||||
Adjustment for purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,714
|
|
|
—
|
|
|
—
|
|
|
2,714
|
|
||||||
Adjustment to noncontrolling interest for share forfeiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
—
|
|
|
591
|
|
||||||
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,246
|
)
|
|
—
|
|
|
(3,246
|
)
|
||||||
Noncontrolling interest accretion to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,140
|
)
|
|
—
|
|
|
(7,140
|
)
|
||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,477
|
)
|
|
(19,477
|
)
|
||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,638
|
|
|
9,638
|
|
||||||
Unrealized loss on pension benefit obligation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
(204
|
)
|
||||||
Balance at June 30, 2019
|
44,080
|
|
|
$
|
615
|
|
|
(13,635
|
)
|
|
$
|
(737,447
|
)
|
|
$
|
411,079
|
|
|
$
|
537,422
|
|
|
$
|
(79,857
|
)
|
|
$
|
131,812
|
|
|
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 (Deficit) |
|||||||||||||||||
Balance at June 30, 2019
|
44,080
|
|
|
$
|
615
|
|
|
—
|
|
|
$
|
—
|
|
|
(13,635
|
)
|
|
$
|
(737,447
|
)
|
|
$
|
411,079
|
|
|
$
|
537,422
|
|
|
$
|
(79,857
|
)
|
|
$
|
131,812
|
|
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
(12,518
|
)
|
|
(28,388
|
)
|
|
—
|
|
|
—
|
|
|
(40,906
|
)
|
|||||||
Restricted share units vested, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
712
|
|
|
(1,317
|
)
|
|
—
|
|
|
—
|
|
|
(605
|
)
|
|||||||
Issuance of deferred ordinary shares
|
—
|
|
|
—
|
|
|
25
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Grant of restricted share awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,810
|
|
|
—
|
|
|
—
|
|
|
34,810
|
|
|||||||
Purchase of ordinary shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,003
|
)
|
|
(627,056
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(627,056
|
)
|
|||||||
Net income attributable to Cimpress plc
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,365
|
|
|
—
|
|
|
83,365
|
|
|||||||
Redeemable noncontrolling interest accretion to redemption value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,493
|
)
|
|
—
|
|
|
(5,493
|
)
|
|||||||
Adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
|
—
|
|
|
3,143
|
|
|||||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,432
|
|
|
—
|
|
|
—
|
|
|
22,432
|
|
|||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,796
|
)
|
|
(18,796
|
)
|
|||||||
Foreign currency translation, net of hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,172
|
|
|
11,172
|
|
|||||||
Unrealized loss on pension benefit obligation, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,195
|
)
|
|
(1,195
|
)
|
|||||||
Balance at June 30, 2020
|
44,080
|
|
|
$
|
615
|
|
|
25
|
|
|
$
|
28
|
|
|
(18,195
|
)
|
|
$
|
(1,376,496
|
)
|
|
$
|
438,616
|
|
|
$
|
618,437
|
|
|
$
|
(88,676
|
)
|
|
$
|
(407,476
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
83,995
|
|
|
$
|
93,480
|
|
|
$
|
46,788
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
167,943
|
|
|
173,771
|
|
|
169,005
|
|
|||
Impairment of goodwill
|
100,842
|
|
|
7,503
|
|
|
—
|
|
|||
Share-based compensation expense
|
34,874
|
|
|
21,716
|
|
|
50,466
|
|
|||
Deferred taxes
|
(106,864
|
)
|
|
6,838
|
|
|
(14,039
|
)
|
|||
Gain on sale of subsidiaries
|
—
|
|
|
—
|
|
|
(47,545
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
17,359
|
|
|||
Change in contingent earn-out liability
|
(54
|
)
|
|
—
|
|
|
1,774
|
|
|||
Unrealized (loss) gain on derivatives not designated as hedging instruments included in net income
|
7,731
|
|
|
(5,358
|
)
|
|
(15,540
|
)
|
|||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency
|
(802
|
)
|
|
(4,364
|
)
|
|
19,460
|
|
|||
Payments of contingent consideration in excess of acquisition date fair value
|
—
|
|
|
—
|
|
|
(4,639
|
)
|
|||
Other non-cash items
|
11,283
|
|
|
9,209
|
|
|
4,668
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
26,659
|
|
|
(4,186
|
)
|
|
(5,123
|
)
|
|||
Inventory
|
(18,328
|
)
|
|
(3,627
|
)
|
|
(7,068
|
)
|
|||
Prepaid expenses and other assets
|
11,946
|
|
|
4,475
|
|
|
(2,472
|
)
|
|||
Accounts payable
|
(17,547
|
)
|
|
19,835
|
|
|
21,782
|
|
|||
Accrued expenses and other liabilities
|
36,766
|
|
|
11,803
|
|
|
(42,544
|
)
|
|||
Net cash provided by operating activities
|
338,444
|
|
|
331,095
|
|
|
192,332
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(50,467
|
)
|
|
(70,563
|
)
|
|
(60,930
|
)
|
|||
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested
|
(1,124
|
)
|
|
—
|
|
|
93,779
|
|
|||
Business acquisitions, net of cash acquired
|
(4,272
|
)
|
|
(289,920
|
)
|
|
(110
|
)
|
|||
Purchases of intangible assets
|
—
|
|
|
(64
|
)
|
|
(308
|
)
|
|||
Capitalization of software and website development costs
|
(43,992
|
)
|
|
(48,652
|
)
|
|
(40,847
|
)
|
|||
Proceeds from the sale of assets
|
1,644
|
|
|
640
|
|
|
886
|
|
|||
Proceeds from (payments for) settlement of derivatives designated as hedging instruments
|
29,791
|
|
|
(12,016
|
)
|
|
—
|
|
|||
Other investing activities
|
1,556
|
|
|
409
|
|
|
(3,064
|
)
|
|||
Net cash used in investing activities
|
(66,864
|
)
|
|
(420,166
|
)
|
|
(10,594
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings of debt
|
1,281,490
|
|
|
1,140,607
|
|
|
805,995
|
|
|||
Proceeds from issuance of senior notes
|
210,500
|
|
|
—
|
|
|
400,000
|
|
|||
Proceeds from issuance of second lien notes
|
271,568
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
22,432
|
|
|
—
|
|
|
—
|
|
|||
Payments of debt
|
(1,337,334
|
)
|
|
(947,696
|
)
|
|
(974,781
|
)
|
|||
Payments for early redemption of senior notes
|
—
|
|
|
—
|
|
|
(275,000
|
)
|
|||
Payments of early redemption fees for senior notes
|
—
|
|
|
—
|
|
|
(14,438
|
)
|
|||
Payments of debt issuance costs
|
(22,570
|
)
|
|
(2,729
|
)
|
|
(10,629
|
)
|
|||
Payments of purchase consideration included in acquisition-date fair value
|
—
|
|
|
(3,282
|
)
|
|
(2,105
|
)
|
|||
Payments of withholding taxes in connection with equity awards
|
(41,709
|
)
|
|
(5,979
|
)
|
|
(19,698
|
)
|
|||
Payments of finance lease obligations
|
(9,511
|
)
|
|
(17,063
|
)
|
|
(17,618
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Purchase of noncontrolling interests
|
—
|
|
|
(85,520
|
)
|
|
(1,144
|
)
|
|||
Proceeds from sale of noncontrolling interest
|
—
|
|
|
57,046
|
|
|
35,390
|
|
|||
Purchase of ordinary shares
|
(627,056
|
)
|
|
(55,567
|
)
|
|
(94,710
|
)
|
|||
Proceeds from issuance of ordinary shares
|
6
|
|
|
3,403
|
|
|
11,981
|
|
|||
Issuance of loans
|
—
|
|
|
—
|
|
|
(21,000
|
)
|
|||
Distribution to noncontrolling interest
|
(3,955
|
)
|
|
(3,375
|
)
|
|
—
|
|
|||
Other financing activities
|
(2,116
|
)
|
|
2,144
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(258,255
|
)
|
|
81,989
|
|
|
(177,757
|
)
|
|||
Effect of exchange rate changes on cash
|
(3,583
|
)
|
|
(1,866
|
)
|
|
2,507
|
|
|||
Change in cash held for sale
|
—
|
|
|
—
|
|
|
12,042
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
9,742
|
|
|
(8,948
|
)
|
|
18,530
|
|
|||
Cash and cash equivalents at beginning of period
|
35,279
|
|
|
44,227
|
|
|
25,697
|
|
|||
Cash and cash equivalents at end of period
|
$
|
45,021
|
|
|
$
|
35,279
|
|
|
$
|
44,227
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
72,906
|
|
|
$
|
63,940
|
|
|
$
|
56,614
|
|
Income taxes
|
13,520
|
|
|
26,369
|
|
|
32,278
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capitalization of construction costs related to financing lease obligation (1)
|
—
|
|
|
13,448
|
|
|
19,264
|
|
|||
Property and equipment acquired under finance leases
|
1,605
|
|
|
11,871
|
|
|
7,535
|
|
|||
Amounts accrued related to business acquisitions
|
2,289
|
|
|
5,564
|
|
|
5,868
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Gains on derivatives not designated as hedging instruments (1)
|
$
|
20,564
|
|
|
$
|
23,494
|
|
|
$
|
(2,687
|
)
|
Currency-related gains (losses), net (2)
|
2,309
|
|
|
2,506
|
|
|
(19,500
|
)
|
|||
Other gains
|
1
|
|
|
476
|
|
|
1,155
|
|
|||
Total other income (expense), net
|
$
|
22,874
|
|
|
$
|
26,476
|
|
|
$
|
(21,032
|
)
|
(1)
|
Primarily relates to both realized and unrealized gains on derivative currency forward and option contracts not designated as hedging instruments, as well as certain interest rate swap contracts that have been de-designated from hedge accounting due to their ineffectiveness.
|
(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 years ended June 30, 2020, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. The unrealized gain related to cross-currency swaps was $929 for the year ended June 30, 2020 as compared to an unrealized loss of $3,484 for the year ended June 30, 2019, and an unrealized gain of $2,722 for the year ended June 30, 2018.
|
|
Year Ended June 30,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Weighted average shares outstanding, basic
|
27,180,744
|
|
|
30,786,349
|
|
|
30,948,081
|
|
Weighted average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/RSAs/warrants (1)
|
592,542
|
|
|
876,356
|
|
|
1,272,320
|
|
Shares used in computing diluted net income per share attributable to Cimpress plc
|
27,773,286
|
|
|
31,662,705
|
|
|
32,220,401
|
|
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc
|
1,325
|
|
|
—
|
|
|
2,291
|
|
(1)
|
On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the year ended June 30, 2020, the weighted average dilutive effect of the warrants was 73,719 shares. Refer to Note 10 for additional details about the arrangement.
|
•
|
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.
|
|
June 30, 2020
|
||||||||||||||
|
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
|
$
|
4,462
|
|
|
$
|
—
|
|
|
$
|
4,462
|
|
|
$
|
—
|
|
Currency forward contracts
|
7,949
|
|
|
—
|
|
|
7,949
|
|
|
—
|
|
||||
Currency option contracts
|
1,429
|
|
|
—
|
|
|
1,429
|
|
|
—
|
|
||||
Total assets recorded at fair value
|
$
|
13,840
|
|
|
$
|
—
|
|
|
$
|
13,840
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
(39,520
|
)
|
|
$
|
—
|
|
|
$
|
(39,520
|
)
|
|
$
|
—
|
|
Cross-currency swap contracts
|
(4,746
|
)
|
|
—
|
|
|
(4,746
|
)
|
|
—
|
|
||||
Currency forward contracts
|
(8,519
|
)
|
|
—
|
|
|
(8,519
|
)
|
|
—
|
|
||||
Currency option contracts
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
||||
Total liabilities recorded at fair value
|
$
|
(52,823
|
)
|
|
$
|
—
|
|
|
$
|
(52,823
|
)
|
|
$
|
—
|
|
|
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 June 30, 2020
|
|
$
|
500,000
|
|
Contracts with a future start date
|
|
50,000
|
|
|
Total
|
|
$
|
550,000
|
|
Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Number of Instruments
|
|
Index
|
$587,993
|
|
September 2018 through June 2020
|
|
Various dates through October 2024
|
|
574
|
|
Various
|
|
June 30, 2020
|
||||||||||||||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||||||
|
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 designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
Other current assets / other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
(31,161
|
)
|
|
$
|
—
|
|
|
$
|
(31,161
|
)
|
Cross-currency swaps
|
Other assets
|
|
4,462
|
|
|
—
|
|
|
4,462
|
|
|
Other liabilities
|
|
(4,746
|
)
|
|
—
|
|
|
(4,746
|
)
|
||||||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other current liabilities / other liabilities
|
|
(6,829
|
)
|
|
—
|
|
|
(6,829
|
)
|
||||||
Total derivatives designated as hedging instruments
|
|
|
$
|
4,462
|
|
|
$
|
—
|
|
|
$
|
4,462
|
|
|
|
|
$
|
(42,736
|
)
|
|
$
|
—
|
|
|
$
|
(42,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
(8,359
|
)
|
|
$
|
—
|
|
|
$
|
(8,359
|
)
|
Currency forward contracts
|
Other current assets / other assets
|
|
9,702
|
|
|
(1,753
|
)
|
|
7,949
|
|
|
Other current liabilities / other liabilities
|
|
(2,136
|
)
|
|
446
|
|
|
(1,690
|
)
|
||||||
Currency option contracts
|
Other current assets / other assets
|
|
1,699
|
|
|
(270
|
)
|
|
1,429
|
|
|
Other current liabilities / other liabilities
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
11,401
|
|
|
$
|
(2,023
|
)
|
|
$
|
9,378
|
|
|
|
|
$
|
(10,533
|
)
|
|
$
|
446
|
|
|
$
|
(10,087
|
)
|
|
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 assets
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
Other current liabilities / other liabilities
|
|
$
|
(12,895
|
)
|
|
$
|
—
|
|
|
$
|
(12,895
|
)
|
Cross-currency swaps
|
Other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
(915
|
)
|
|
—
|
|
|
(915
|
)
|
||||||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency forward contracts
|
Other 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 (Loss) Gain on Derivatives Recognized in Comprehensive Income
|
||||||||||
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
||||||
Interest rate swaps (1)
|
$
|
(28,259
|
)
|
|
$
|
(20,400
|
)
|
|
$
|
8,545
|
|
Cross-currency swaps
|
3,689
|
|
|
(3,009
|
)
|
|
2,976
|
|
|||
Derivatives in net investment hedging relationships
|
|
|
|
|
|
|
|
|
|||
Cross-currency swaps
|
—
|
|
|
6,557
|
|
|
(1,476
|
)
|
|||
Currency forward contracts
|
21,240
|
|
|
14,726
|
|
|
(3,490
|
)
|
|||
Total
|
$
|
(3,330
|
)
|
|
$
|
(2,126
|
)
|
|
$
|
6,555
|
|
|
|
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
|
Affected line item in the
Statement of Operations
|
||||||||||
|
|
Year Ended June 30,
|
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
3,041
|
|
|
$
|
144
|
|
|
$
|
70
|
|
Interest expense, net
|
Cross-currency swaps
|
|
4,583
|
|
|
5,098
|
|
|
(1,379
|
)
|
Other income (expense), net
|
|||
Total before income tax
|
|
7,624
|
|
|
5,242
|
|
|
(1,309
|
)
|
Income before income taxes
|
|||
Income tax
|
|
(1,850
|
)
|
|
(1,310
|
)
|
|
349
|
|
Income tax (benefit) expense
|
|||
Total
|
|
$
|
5,774
|
|
|
$
|
3,932
|
|
|
$
|
(960
|
)
|
|
|
Amount of Gain (Loss) Recognized in Net Income
|
Affected line item in the
Statement of Operations |
|||||||||||
|
|
Year Ended June 30,
|
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
||||||
Currency contracts
|
|
$
|
20,882
|
|
|
$
|
24,215
|
|
|
$
|
(2,942
|
)
|
Other income (expense), net
|
Interest rate swaps (1)
|
|
(318
|
)
|
|
(721
|
)
|
|
255
|
|
Other income (expense), net
|
|||
Total
|
|
$
|
20,564
|
|
|
$
|
23,494
|
|
|
$
|
(2,687
|
)
|
|
|
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, 2017
|
$
|
(2,250
|
)
|
|
$
|
(357
|
)
|
|
$
|
(110,791
|
)
|
|
$
|
(113,398
|
)
|
Amounts reclassified from accumulated other comprehensive loss to retained earnings
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||
Other comprehensive income before reclassifications
|
11,521
|
|
|
59
|
|
|
32,782
|
|
|
44,362
|
|
||||
Amounts reclassified from accumulated other comprehensive loss to net income
|
(960
|
)
|
|
298
|
|
|
—
|
|
|
(662
|
)
|
||||
Net current period other comprehensive income
|
10,561
|
|
|
357
|
|
|
32,782
|
|
|
43,700
|
|
||||
Balance as of June 30, 2018
|
8,195
|
|
|
—
|
|
|
(78,009
|
)
|
|
(69,814
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(23,409
|
)
|
|
(204
|
)
|
|
9,638
|
|
|
(13,975
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to net income
|
3,932
|
|
|
—
|
|
|
—
|
|
|
3,932
|
|
||||
Net current period other comprehensive (loss) income
|
(19,477
|
)
|
|
(204
|
)
|
|
9,638
|
|
|
(10,043
|
)
|
||||
Balance as of June 30, 2019
|
(11,282
|
)
|
|
(204
|
)
|
|
(68,371
|
)
|
|
(79,857
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(24,570
|
)
|
|
(1,195
|
)
|
|
11,172
|
|
|
(14,593
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to net income
|
5,774
|
|
|
—
|
|
|
—
|
|
|
5,774
|
|
||||
Net current period other comprehensive (loss) income
|
(18,796
|
)
|
|
(1,195
|
)
|
|
11,172
|
|
|
(8,819
|
)
|
||||
Balance as of June 30, 2020
|
$
|
(30,078
|
)
|
|
$
|
(1,399
|
)
|
|
$
|
(57,199
|
)
|
|
$
|
(88,676
|
)
|
|
|
|
June 30,
|
||||||
|
Estimated useful lives
|
|
2020
|
|
2019
|
||||
Land improvements
|
10 years
|
|
$
|
4,975
|
|
|
$
|
4,804
|
|
Building and building improvements (1)
|
10 - 30 years
|
|
186,873
|
|
|
323,516
|
|
||
Machinery and production equipment
|
4 - 10 years
|
|
362,341
|
|
|
346,089
|
|
||
Machinery and production equipment under finance lease
|
4 - 10 years
|
|
64,337
|
|
|
71,173
|
|
||
Computer software and equipment
|
3 - 5 years
|
|
160,728
|
|
|
158,223
|
|
||
Furniture, fixtures and office equipment
|
5 - 7 years
|
|
47,823
|
|
|
46,237
|
|
||
Leasehold improvements
|
Shorter of lease term or expected life of the asset
|
|
73,072
|
|
|
64,092
|
|
||
Construction in progress
|
|
|
10,752
|
|
|
11,970
|
|
||
|
|
|
910,901
|
|
|
1,026,104
|
|
||
Less accumulated depreciation, inclusive of assets under finance lease
|
|
|
(604,061
|
)
|
|
(567,407
|
)
|
||
|
|
|
306,840
|
|
|
458,697
|
|
||
Land
|
|
|
31,819
|
|
|
32,058
|
|
||
Property, plant, and equipment, net
|
|
|
$
|
338,659
|
|
|
$
|
490,755
|
|
|
Amount
|
|
Weighted Average
Useful Life in Years
|
||
Tangible assets acquired and liabilities assumed:
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,093
|
|
|
n/a
|
Accounts receivable, net
|
510
|
|
|
n/a
|
|
Inventory
|
1,107
|
|
|
n/a
|
|
Other current assets (1)
|
6,937
|
|
|
n/a
|
|
Property, plant and equipment, net
|
12,080
|
|
|
n/a
|
|
Accounts payable
|
(3,369
|
)
|
|
n/a
|
|
Accrued expenses (1)
|
(11,334
|
)
|
|
n/a
|
|
Other current liabilities
|
(2,658
|
)
|
|
n/a
|
|
Long-term liabilities
|
(3,949
|
)
|
|
n/a
|
|
Identifiable intangible assets:
|
|
|
|
||
Trade name
|
47,600
|
|
|
15 years
|
|
Developed technology
|
28,900
|
|
|
3 - 7 years
|
|
Customer relationships
|
12,430
|
|
|
2 - 5 years
|
|
Noncontrolling interest
|
(3,356
|
)
|
|
n/a
|
|
Goodwill
|
186,088
|
|
|
n/a
|
|
Total purchase price
|
$
|
275,079
|
|
|
|
|
Year Ended June 30,
|
|||||||
2019
|
|
2018
|
||||||
Pro forma revenue
|
$
|
2,783,205
|
|
|
$
|
2,717,785
|
|
|
Pro forma net income attributable to Cimpress plc
|
93,399
|
|
|
31,571
|
|
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other Businesses
|
|
Total
|
||||||||||||
Balance as of June 30, 2018
|
$
|
146,207
|
|
|
$
|
127,571
|
|
|
$
|
201,200
|
|
|
$
|
34,434
|
|
|
$
|
11,431
|
|
|
$
|
520,843
|
|
Acquisitions (1)
|
—
|
|
|
—
|
|
|
2,686
|
|
|
—
|
|
|
212,286
|
|
|
214,972
|
|
||||||
Impairments (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,503
|
)
|
|
(7,503
|
)
|
||||||
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
(181
|
)
|
||||||
Effect of currency translation adjustments (3)
|
(246
|
)
|
|
(3,482
|
)
|
|
(5,523
|
)
|
|
—
|
|
|
—
|
|
|
(9,251
|
)
|
||||||
Balance as of June 30, 2019
|
145,961
|
|
|
124,089
|
|
|
198,363
|
|
|
34,434
|
|
|
216,033
|
|
|
718,880
|
|
||||||
Acquisitions (1)
|
—
|
|
|
6,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,879
|
|
||||||
Impairments (2)
|
—
|
|
|
—
|
|
|
(40,391
|
)
|
|
(34,434
|
)
|
|
(26,017
|
)
|
|
(100,842
|
)
|
||||||
Adjustments (4)
|
3,919
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,919
|
)
|
|
—
|
|
||||||
Effect of currency translation adjustments (3)
|
966
|
|
|
(1,204
|
)
|
|
(2,775
|
)
|
|
—
|
|
|
—
|
|
|
(3,013
|
)
|
||||||
Balance as of June 30, 2020
|
$
|
150,846
|
|
|
$
|
129,764
|
|
|
$
|
155,197
|
|
|
$
|
—
|
|
|
$
|
186,097
|
|
|
$
|
621,904
|
|
•
|
A partial impairment of the goodwill of our Exaprint reporting unit of $40,391, using a WACC of 14.5%, resulting in $23,767 of goodwill that remains after the impairment as of June 30, 2020
|
•
|
A full impairment of the goodwill of our National Pen reporting unit of $34,434, using a WACC of 13.0%
|
•
|
A full impairment of the goodwill of our VIDA reporting unit of $26,017, based upon our negotiated sale price
|
|
June 30, 2020
|
|
June 30, 2019
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Trade name
|
$
|
144,168
|
|
|
$
|
(45,570
|
)
|
|
$
|
98,598
|
|
|
$
|
145,908
|
|
|
$
|
(35,199
|
)
|
|
$
|
110,709
|
|
Developed technology
|
84,171
|
|
|
(56,763
|
)
|
|
27,408
|
|
|
84,980
|
|
|
(48,653
|
)
|
|
36,327
|
|
||||||
Customer relationships
|
190,329
|
|
|
(123,857
|
)
|
|
66,472
|
|
|
191,719
|
|
|
(97,392
|
)
|
|
94,327
|
|
||||||
Customer network and other
|
15,847
|
|
|
(11,696
|
)
|
|
4,151
|
|
|
15,970
|
|
|
(10,150
|
)
|
|
5,820
|
|
||||||
Print network
|
24,743
|
|
|
(12,144
|
)
|
|
12,599
|
|
|
25,014
|
|
|
(9,496
|
)
|
|
15,518
|
|
||||||
Total intangible assets
|
$
|
459,258
|
|
|
$
|
(250,030
|
)
|
|
$
|
209,228
|
|
|
$
|
463,591
|
|
|
$
|
(200,890
|
)
|
|
$
|
262,701
|
|
2021
|
|
$
|
47,583
|
|
2022
|
|
42,534
|
|
|
2023
|
|
34,166
|
|
|
2024
|
|
23,935
|
|
|
2025
|
|
13,701
|
|
|
Thereafter
|
|
47,309
|
|
|
|
|
$
|
209,228
|
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Compensation costs
|
$
|
67,307
|
|
|
$
|
58,864
|
|
Income and indirect taxes (1)
|
53,161
|
|
|
40,102
|
|
||
Advertising costs (2)
|
14,746
|
|
|
22,289
|
|
||
Interest payable (3)
|
8,359
|
|
|
2,271
|
|
||
Production costs (2)
|
7,012
|
|
|
9,261
|
|
||
Sales returns
|
5,166
|
|
|
5,413
|
|
||
Shipping costs (2)
|
5,080
|
|
|
7,275
|
|
||
Professional fees
|
3,452
|
|
|
2,786
|
|
||
Purchases of property, plant and equipment
|
1,685
|
|
|
2,358
|
|
||
Other
|
44,796
|
|
|
44,096
|
|
||
Total accrued expenses
|
$
|
210,764
|
|
|
$
|
194,715
|
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Current portion of finance lease obligations
|
$
|
8,055
|
|
|
$
|
10,668
|
|
Current portion of lease financing obligation (1)
|
—
|
|
|
12,569
|
|
||
Short-term derivative liabilities
|
3,521
|
|
|
1,628
|
|
||
Other
|
1,692
|
|
|
3,016
|
|
||
Total other current liabilities
|
$
|
13,268
|
|
|
$
|
27,881
|
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
Long-term finance lease obligations
|
$
|
18,617
|
|
|
$
|
16,036
|
|
Long-term derivative liabilities (1)
|
51,800
|
|
|
15,886
|
|
||
Other
|
17,770
|
|
|
21,794
|
|
||
Total other liabilities
|
$
|
88,187
|
|
|
$
|
53,716
|
|
|
June 30, 2020
|
|
June 30, 2019
|
||||
7.0% Senior unsecured notes due 2026
|
$
|
600,000
|
|
|
$
|
400,000
|
|
Senior secured credit facility
|
570,483
|
|
|
621,224
|
|
||
12.0% Second lien notes due 2025
|
300,000
|
|
|
—
|
|
||
Other
|
11,694
|
|
|
14,361
|
|
||
Debt issuance costs and debt premiums (discounts) (1)
|
(48,587
|
)
|
|
(12,018
|
)
|
||
Total debt outstanding, net
|
1,433,590
|
|
|
1,023,567
|
|
||
Less: short-term debt (2)
|
17,933
|
|
|
81,277
|
|
||
Long-term debt
|
$
|
1,415,657
|
|
|
$
|
942,290
|
|
•
|
the incurrence of additional indebtedness and liens,
|
•
|
the consummation of certain investments, including acquisitions,
|
•
|
the making of restricted payments, including the purchases of our ordinary shares and payment of dividends.
|
•
|
Revolving loans of $422,358 with a maturity date of November 15, 2024
|
•
|
Term loans of $148,125 amortizing over the loan period, with a final maturity date of November 15, 2024
|
|
Shares Pursuant to Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at the beginning of the period
|
1,431,914
|
|
|
$
|
50.27
|
|
|
0.9
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
(1,321,376
|
)
|
|
49.85
|
|
|
|
|
|
|
||
Forfeited/expired
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Outstanding at the end of the period
|
110,538
|
|
|
$
|
55.27
|
|
|
1.0
|
|
$
|
2,348,957
|
|
Exercisable at the end of the period
|
110,538
|
|
|
$
|
55.27
|
|
|
1.0
|
|
$
|
2,348,957
|
|
|
PSUs
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at the beginning of the period
|
821,745
|
|
|
$
|
132.55
|
|
|
|
||
Granted
|
295,239
|
|
|
142.90
|
|
|
|
|||
Vested and distributed
|
—
|
|
|
—
|
|
|
|
|||
Forfeited
|
(82,787
|
)
|
|
152.71
|
|
|
|
|||
Outstanding at the end of the period
|
1,034,197
|
|
|
$
|
133.89
|
|
|
$
|
78,951
|
|
|
RSUs
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|||||
Unvested at the beginning of the period
|
10,196
|
|
|
$
|
86.37
|
|
|
|
||
Granted
|
193,365
|
|
|
46.94
|
|
|
|
|||
Vested and distributed
|
(19,177
|
)
|
|
65.01
|
|
|
|
|||
Forfeited
|
(7,151
|
)
|
|
51.49
|
|
|
|
|||
Unvested at the end of the period
|
177,233
|
|
|
$
|
47.06
|
|
|
$
|
13,530
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
U.S.
|
$
|
(58,765
|
)
|
|
$
|
(10,879
|
)
|
|
$
|
9,183
|
|
Non-U.S.
|
61,768
|
|
|
137,791
|
|
|
57,183
|
|
|||
Total
|
$
|
3,003
|
|
|
$
|
126,912
|
|
|
$
|
66,366
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
(16,269
|
)
|
|
$
|
84
|
|
|
$
|
446
|
|
U.S. State
|
213
|
|
|
1,130
|
|
|
(117
|
)
|
|||
Non-U.S.
|
22,361
|
|
|
26,862
|
|
|
33,065
|
|
|||
Total current
|
6,305
|
|
|
28,076
|
|
|
33,394
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
12,980
|
|
|
(1,347
|
)
|
|
(6,673
|
)
|
|||
U.S. State
|
3,213
|
|
|
(183
|
)
|
|
2,306
|
|
|||
Non-U.S.
|
(103,490
|
)
|
|
6,886
|
|
|
(9,449
|
)
|
|||
Total deferred
|
(87,297
|
)
|
|
5,356
|
|
|
(13,816
|
)
|
|||
Total
|
$
|
(80,992
|
)
|
|
$
|
33,432
|
|
|
$
|
19,578
|
|
|
Year Ended June 30,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
28.0
|
%
|
State taxes, net of federal effect
|
(130.1
|
)
|
|
(1.0
|
)
|
|
(2.4
|
)
|
Tax rate differential on non-U.S. earnings
|
(408.4
|
)
|
|
(7.2
|
)
|
|
(1.3
|
)
|
Swiss tax reform
|
(3,779.0
|
)
|
|
—
|
|
|
—
|
|
Compensation related items
|
(420.7
|
)
|
|
0.7
|
|
|
(15.1
|
)
|
U.S. tax reform
|
(372.6
|
)
|
|
3.7
|
|
|
10.4
|
|
Goodwill impairment
|
759.1
|
|
|
2.0
|
|
|
—
|
|
Change in valuation allowance
|
1,277.5
|
|
|
(1.7
|
)
|
|
6.7
|
|
Irish foreign tax credit
|
262.3
|
|
|
(19.1
|
)
|
|
—
|
|
Tax on repatriated earnings
|
154.1
|
|
|
8.0
|
|
|
—
|
|
Gain/loss on sale of subsidiary
|
(189.2
|
)
|
|
—
|
|
|
4.0
|
|
Notional interest deduction (Italy)
|
(47.9
|
)
|
|
(0.8
|
)
|
|
(1.9
|
)
|
Patent box (Italy)
|
(24.2
|
)
|
|
(3.4
|
)
|
|
—
|
|
Tax credits and incentives
|
(88.3
|
)
|
|
(3.6
|
)
|
|
(4.8
|
)
|
Non-US tax rate changes
|
81.7
|
|
|
0.1
|
|
|
(0.1
|
)
|
Business and withholding taxes
|
28.7
|
|
|
0.8
|
|
|
0.8
|
|
Uncertain Tax Positions
|
28.8
|
|
|
(0.1
|
)
|
|
(1.1
|
)
|
Nondeductible interest expense
|
157.4
|
|
|
1.3
|
|
|
2.9
|
|
Other non-deductible expenses
|
47.5
|
|
|
1.5
|
|
|
(0.1
|
)
|
Tax on unremitted earnings
|
31.4
|
|
|
8.0
|
|
|
0.7
|
|
Change in tax residence
|
—
|
|
|
20.5
|
|
|
—
|
|
Nondeductible acquisition-related payments
|
—
|
|
|
0.6
|
|
|
3.6
|
|
Changes to variable interest entities
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
Changes to derivative instruments
|
—
|
|
|
4.5
|
|
|
—
|
|
Other
|
(86.1
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
Effective income tax rate
|
(2,697.0
|
)%
|
|
26.3
|
%
|
|
29.5
|
%
|
|
June 30,
2020 |
|
June 30,
2019 |
||||
Deferred tax assets:
|
|
|
|
|
|
||
Swiss tax reform amortizable goodwill
|
$
|
127,965
|
|
|
$
|
—
|
|
Net operating loss carryforwards
|
62,374
|
|
|
80,832
|
|
||
Capital leases
|
33,078
|
|
|
31,010
|
|
||
Depreciation and amortization
|
4,308
|
|
|
3,315
|
|
||
Accrued expenses
|
6,253
|
|
|
6,441
|
|
||
Share-based compensation
|
9,482
|
|
|
11,241
|
|
||
Credit and other carryforwards
|
29,216
|
|
|
24,714
|
|
||
Derivative financial instruments
|
6,739
|
|
|
2,924
|
|
||
Other
|
7,551
|
|
|
3,167
|
|
||
Subtotal
|
286,966
|
|
|
163,644
|
|
||
Valuation allowance
|
(91,575
|
)
|
|
(59,410
|
)
|
||
Total deferred tax assets
|
195,391
|
|
|
104,234
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(41,017
|
)
|
|
(50,091
|
)
|
||
Capital leases
|
(30,433
|
)
|
|
(27,694
|
)
|
||
Investment in flow-through entity
|
(3,550
|
)
|
|
(3,078
|
)
|
||
Tax on unremitted earnings
|
(6,203
|
)
|
|
(5,145
|
)
|
||
Other
|
(4,502
|
)
|
|
(2,851
|
)
|
||
Total deferred tax liabilities
|
(85,705
|
)
|
|
(88,859
|
)
|
||
Net deferred tax assets
|
$
|
109,686
|
|
|
$
|
15,375
|
|
Balance at June 30, 2019
|
$
|
59,410
|
|
Charges to earnings (1)
|
36,833
|
|
|
Charges to other accounts (2)
|
(6,198
|
)
|
|
Balance at June 30, 2020
|
$
|
90,045
|
|
Balance June 30, 2017
|
$
|
5,383
|
|
Additions based on tax positions related to the current tax year
|
612
|
|
|
Additions based on tax positions related to prior tax years
|
93
|
|
|
Reductions based on tax positions related to prior tax years
|
(261
|
)
|
|
Reductions due to audit settlements
|
(31
|
)
|
|
Reductions due to lapse of statute of limitations
|
(1,105
|
)
|
|
Cumulative translation adjustment
|
14
|
|
|
Balance June 30, 2018
|
4,705
|
|
|
Additions based on tax positions related to the current tax year
|
702
|
|
|
Additions based on tax positions related to prior tax years
|
201
|
|
|
Reductions based on tax positions related to prior tax years
|
(117
|
)
|
|
Reductions due to lapse of statute of limitations
|
(763
|
)
|
|
Cumulative translation adjustment
|
(7
|
)
|
|
Balance June 30, 2019
|
4,721
|
|
|
Additions based on tax positions related to the current tax year
|
586
|
|
|
Additions based on tax positions related to prior tax years
|
769
|
|
|
Reductions based on tax positions related to prior tax years
|
(102
|
)
|
|
Reductions due to audit settlements
|
(52
|
)
|
|
Reductions due to lapse of statute of limitations
|
(71
|
)
|
|
Cumulative translation adjustment
|
(4
|
)
|
|
Balance June 30, 2020
|
$
|
5,847
|
|
Balance as of June 30, 2018
|
|
$
|
86,151
|
|
Proceeds from sale of noncontrolling interest
|
|
57,046
|
|
|
Acquisition of noncontrolling interest
|
|
9,061
|
|
|
Accretion to redemption value recognized in retained earnings
|
|
7,133
|
|
|
Net loss attributable to noncontrolling interest
|
|
(1,566
|
)
|
|
Distribution to noncontrolling interest
|
|
(3,375
|
)
|
|
Purchase of noncontrolling interests
|
|
(85,520
|
)
|
|
Adjustment to additional-paid in capital for purchase of noncontrolling interest
|
|
(2,714
|
)
|
|
Other adjustments
|
|
(40
|
)
|
|
Foreign currency translation
|
|
(2,994
|
)
|
|
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
|
|
630
|
|
|
Distribution to noncontrolling interest
|
|
(3,955
|
)
|
|
Foreign currency translation
|
|
(239
|
)
|
|
Balance as of June 30, 2020
|
|
$
|
69,106
|
|
•
|
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, Exaprint, 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 was part All Other Businesses segment through April 10, 2020, the date on which we sold our shares in the business.
|
◦
|
YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property 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.
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Vistaprint (1)
|
$
|
1,337,291
|
|
|
$
|
1,508,322
|
|
|
$
|
1,499,141
|
|
PrintBrothers (2)
|
417,921
|
|
|
443,987
|
|
|
410,776
|
|
|||
The Print Group (3)
|
275,214
|
|
|
325,872
|
|
|
320,473
|
|
|||
National Pen (4)
|
299,474
|
|
|
348,409
|
|
|
333,266
|
|
|||
All Other Businesses (5)
|
173,789
|
|
|
136,202
|
|
|
40,230
|
|
|||
Total segment revenue
|
2,503,689
|
|
|
2,762,792
|
|
|
2,603,886
|
|
|||
Inter-segment eliminations
|
(22,331
|
)
|
|
(11,716
|
)
|
|
(11,345
|
)
|
|||
Total consolidated revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
|
Year Ended June 30, 2020
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
928,668
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,632
|
|
|
$
|
153,795
|
|
|
$
|
1,237,095
|
|
Europe
|
325,239
|
|
|
416,987
|
|
|
269,220
|
|
|
112,046
|
|
|
—
|
|
|
1,123,492
|
|
||||||
Other
|
77,204
|
|
|
—
|
|
|
—
|
|
|
24,990
|
|
|
18,577
|
|
|
120,771
|
|
||||||
Inter-segment
|
6,180
|
|
|
934
|
|
|
5,994
|
|
|
7,806
|
|
|
1,417
|
|
|
22,331
|
|
||||||
Total segment revenue
|
1,337,291
|
|
|
417,921
|
|
|
275,214
|
|
|
299,474
|
|
|
173,789
|
|
|
2,503,689
|
|
||||||
Less: inter-segment elimination
|
(6,180
|
)
|
|
(934
|
)
|
|
(5,994
|
)
|
|
(7,806
|
)
|
|
(1,417
|
)
|
|
(22,331
|
)
|
||||||
Total external revenue
|
$
|
1,331,111
|
|
|
$
|
416,987
|
|
|
$
|
269,220
|
|
|
$
|
291,668
|
|
|
$
|
172,372
|
|
|
$
|
2,481,358
|
|
|
Year Ended June 30, 2019
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
1,040,928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179,425
|
|
|
$
|
112,216
|
|
|
$
|
1,332,569
|
|
Europe
|
373,768
|
|
|
442,760
|
|
|
325,076
|
|
|
134,381
|
|
|
—
|
|
|
1,275,985
|
|
||||||
Other
|
87,775
|
|
|
—
|
|
|
—
|
|
|
30,874
|
|
|
23,873
|
|
|
142,522
|
|
||||||
Inter-segment
|
5,851
|
|
|
1,227
|
|
|
796
|
|
|
3,729
|
|
|
113
|
|
|
11,716
|
|
||||||
Total segment revenue
|
1,508,322
|
|
|
443,987
|
|
|
325,872
|
|
|
348,409
|
|
|
136,202
|
|
|
2,762,792
|
|
||||||
Less: inter-segment elimination
|
(5,851
|
)
|
|
(1,227
|
)
|
|
(796
|
)
|
|
(3,729
|
)
|
|
(113
|
)
|
|
(11,716
|
)
|
||||||
Total external revenue
|
$
|
1,502,471
|
|
|
$
|
442,760
|
|
|
$
|
325,076
|
|
|
$
|
344,680
|
|
|
$
|
136,089
|
|
|
$
|
2,751,076
|
|
|
Year Ended June 30, 2018
|
||||||||||||||||||||||
|
Vistaprint
|
|
PrintBrothers
|
|
The Print Group
|
|
National Pen
|
|
All Other
|
|
Total
|
||||||||||||
Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
$
|
1,013,775
|
|
|
$
|
—
|
|
|
$
|
2,136
|
|
|
$
|
170,745
|
|
|
$
|
1,717
|
|
|
$
|
1,188,373
|
|
Europe
|
386,142
|
|
|
408,708
|
|
|
317,647
|
|
|
132,352
|
|
|
12,677
|
|
|
1,257,526
|
|
||||||
Other
|
93,593
|
|
|
—
|
|
|
—
|
|
|
27,213
|
|
|
25,836
|
|
|
146,642
|
|
||||||
Inter-segment
|
5,631
|
|
|
2,068
|
|
|
690
|
|
|
2,956
|
|
|
—
|
|
|
11,345
|
|
||||||
Total segment revenue
|
1,499,141
|
|
|
410,776
|
|
|
320,473
|
|
|
333,266
|
|
|
40,230
|
|
|
2,603,886
|
|
||||||
Less: inter-segment elimination
|
(5,631
|
)
|
|
(2,068
|
)
|
|
(690
|
)
|
|
(2,956
|
)
|
|
—
|
|
|
(11,345
|
)
|
||||||
Total external revenue
|
$
|
1,493,510
|
|
|
$
|
408,708
|
|
|
$
|
319,783
|
|
|
$
|
330,310
|
|
|
$
|
40,230
|
|
|
$
|
2,592,541
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Segment EBITDA:
|
|
|
|
|
|
|
|
||||
Vistaprint
|
$
|
366,334
|
|
|
$
|
349,697
|
|
|
$
|
309,783
|
|
PrintBrothers
|
39,373
|
|
|
43,474
|
|
|
41,129
|
|
|||
The Print Group
|
51,606
|
|
|
63,997
|
|
|
63,529
|
|
|||
National Pen
|
7,605
|
|
|
17,299
|
|
|
29,438
|
|
|||
All Other Businesses
|
17,474
|
|
|
(6,317
|
)
|
|
(10,603
|
)
|
|||
Total segment EBITDA
|
482,392
|
|
|
468,150
|
|
|
433,276
|
|
|||
Central and corporate costs
|
(140,398
|
)
|
|
(117,295
|
)
|
|
(138,037
|
)
|
|||
Depreciation and amortization
|
(167,943
|
)
|
|
(172,957
|
)
|
|
(169,005
|
)
|
|||
Waltham, MA lease depreciation adjustment (1)
|
—
|
|
|
4,120
|
|
|
4,120
|
|
|||
Proceeds from insurance
|
—
|
|
|
—
|
|
|
(676
|
)
|
|||
Earn-out related charges
|
54
|
|
|
—
|
|
|
(2,391
|
)
|
|||
Share-based compensation related to investment consideration
|
—
|
|
|
(2,893
|
)
|
|
(6,792
|
)
|
|||
Certain impairments and other adjustments (2)
|
(104,593
|
)
|
|
(10,700
|
)
|
|
(2,893
|
)
|
|||
Restructuring-related charges
|
(13,543
|
)
|
|
(12,054
|
)
|
|
(15,236
|
)
|
|||
Interest expense for Waltham, MA lease (1)
|
—
|
|
|
7,236
|
|
|
7,489
|
|
|||
Gain on the purchase or sale of subsidiaries (3)
|
—
|
|
|
—
|
|
|
47,945
|
|
|||
Total income from operations
|
55,969
|
|
|
163,607
|
|
|
157,800
|
|
|||
Other income (expense), net
|
22,874
|
|
|
26,476
|
|
|
(21,032
|
)
|
|||
Interest expense, net
|
(75,840
|
)
|
|
(63,171
|
)
|
|
(53,043
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(17,359
|
)
|
|||
Income before income taxes
|
$
|
3,003
|
|
|
$
|
126,912
|
|
|
$
|
66,366
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Vistaprint
|
$
|
59,029
|
|
|
$
|
67,317
|
|
|
$
|
70,498
|
|
PrintBrothers
|
21,010
|
|
|
22,108
|
|
|
25,005
|
|
|||
The Print Group
|
24,769
|
|
|
29,437
|
|
|
34,594
|
|
|||
National Pen
|
23,654
|
|
|
21,642
|
|
|
21,546
|
|
|||
All Other Businesses
|
23,755
|
|
|
17,068
|
|
|
3,929
|
|
|||
Central and corporate costs
|
15,726
|
|
|
16,199
|
|
|
13,433
|
|
|||
Total depreciation and amortization
|
$
|
167,943
|
|
|
$
|
173,771
|
|
|
$
|
169,005
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Purchases of property, plant and equipment:
|
|
|
|
|
|
||||||
Vistaprint
|
$
|
15,986
|
|
|
$
|
32,820
|
|
|
$
|
35,998
|
|
PrintBrothers
|
4,315
|
|
|
3,521
|
|
|
6,469
|
|
|||
The Print Group
|
17,136
|
|
|
7,908
|
|
|
9,743
|
|
|||
National Pen
|
5,016
|
|
|
8,346
|
|
|
6,565
|
|
|||
All Other Businesses
|
4,242
|
|
|
16,996
|
|
|
947
|
|
|||
Central and corporate costs
|
3,772
|
|
|
972
|
|
|
1,208
|
|
|||
Total purchases of property, plant and equipment
|
$
|
50,467
|
|
|
$
|
70,563
|
|
|
$
|
60,930
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Capitalization of software and website development costs:
|
|
|
|
|
|
||||||
Vistaprint
|
$
|
18,381
|
|
|
$
|
23,369
|
|
|
$
|
23,457
|
|
PrintBrothers
|
990
|
|
|
1,787
|
|
|
1,836
|
|
|||
The Print Group
|
1,484
|
|
|
2,327
|
|
|
2,174
|
|
|||
National Pen
|
3,290
|
|
|
3,624
|
|
|
1,482
|
|
|||
All Other Businesses
|
3,684
|
|
|
2,948
|
|
|
445
|
|
|||
Central and corporate costs
|
16,163
|
|
|
14,597
|
|
|
11,453
|
|
|||
Total capitalization of software and website development costs
|
$
|
43,992
|
|
|
$
|
48,652
|
|
|
$
|
40,847
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
United States
|
$
|
1,251,531
|
|
|
$
|
1,361,438
|
|
|
$
|
1,078,544
|
|
Germany (1)
|
351,348
|
|
|
367,375
|
|
|
340,881
|
|
|||
Other (2)
|
878,479
|
|
|
1,022,263
|
|
|
1,173,116
|
|
|||
Total revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
|
Year Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Physical printed products and other (3)
|
$
|
2,431,367
|
|
|
$
|
2,700,167
|
|
|
$
|
2,537,201
|
|
Digital products/services
|
49,991
|
|
|
50,909
|
|
|
55,340
|
|
|||
Total revenue
|
$
|
2,481,358
|
|
|
$
|
2,751,076
|
|
|
$
|
2,592,541
|
|
Leases
|
|
Consolidated Balance Sheet Classification
|
|
June 30, 2020
|
||
|
|
|
|
|
||
Assets:
|
|
|
|
|
||
Operating right-of-use assets
|
|
Operating lease assets, net
|
|
$
|
156,258
|
|
Finance right-of-use assets
|
|
Property, plant, and equipment, net
|
|
20,842
|
|
|
Total lease assets
|
|
|
|
$
|
177,100
|
|
Liabilities:
|
|
|
|
|
||
Current:
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities, current
|
|
$
|
41,772
|
|
Finance lease liabilities
|
|
Other current liabilities
|
|
8,055
|
|
|
Non-current:
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities, non-current
|
|
128,963
|
|
|
Finance lease liabilities
|
|
Other liabilities
|
|
18,617
|
|
|
Total lease liabilities
|
|
|
|
$
|
197,407
|
|
|
|
Year Ended
|
||
|
|
June 30, 2020
|
||
Operating lease expense
|
|
$
|
43,058
|
|
Finance lease expense:
|
|
|
||
Amortization of finance lease assets
|
|
5,766
|
|
|
Interest on lease liabilities
|
|
698
|
|
|
Variable lease expense
|
|
10,775
|
|
|
Less: sublease income
|
|
(3,545
|
)
|
|
Net operating and finance lease cost
|
|
$
|
56,752
|
|
Payments Due by Period
|
Operating lease obligations
|
|
Finance lease obligations
|
|
Total lease obligations
|
||||||
Less than 1 year
|
$
|
42,320
|
|
|
$
|
8,031
|
|
|
$
|
50,351
|
|
2 years
|
34,306
|
|
|
7,606
|
|
|
41,912
|
|
|||
3 years
|
27,663
|
|
|
5,142
|
|
|
32,805
|
|
|||
4 years
|
22,606
|
|
|
3,277
|
|
|
25,883
|
|
|||
5 years
|
16,511
|
|
|
1,921
|
|
|
18,432
|
|
|||
Thereafter
|
43,089
|
|
|
1,796
|
|
|
44,885
|
|
|||
Total
|
186,495
|
|
|
27,773
|
|
|
214,268
|
|
|||
Less: present value discount
|
(15,760
|
)
|
|
(1,101
|
)
|
|
(16,861
|
)
|
|||
Lease liability
|
$
|
170,735
|
|
|
$
|
26,672
|
|
|
$
|
197,407
|
|
|
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
|
|
June 30, 2020
|
|
Weighted-average remaining lease term (years):
|
|
|
|
Operating leases
|
|
6.18
|
|
Finance leases
|
|
4.61
|
|
Weighted-average discount rate:
|
|
|
|
Operating leases
|
|
2.83
|
%
|
Finance leases
|
|
2.62
|
%
|
|
|
Year Ended
|
||
Supplemental Cash Flow Information
|
|
June 30, 2020
|
||
Cash paid for amounts included in measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases (1)
|
|
$
|
40,777
|
|
Operating cash flows from finance leases
|
|
698
|
|
|
Financing cash flows from finance leases (1)
|
|
9,511
|
|
2021
|
|
$
|
28,295
|
|
2022
|
|
15,618
|
|
|
2023
|
|
18,696
|
|
|
2024
|
|
20,567
|
|
|
2025
|
|
799,001
|
|
|
Thereafter
|
|
600,000
|
|
|
Total
|
|
$
|
1,482,177
|
|
|
Severance and Related Benefits
|
|
Other Restructuring Costs
|
|
Total
|
||||||
Accrued restructuring liability as of June 30, 2018
|
$
|
1,385
|
|
|
$
|
2
|
|
|
$
|
1,387
|
|
Restructuring charges
|
11,057
|
|
|
997
|
|
|
12,054
|
|
|||
Cash payments
|
(5,976
|
)
|
|
(56
|
)
|
|
(6,032
|
)
|
|||
Non-cash charges (1)
|
(3,421
|
)
|
|
(776
|
)
|
|
(4,197
|
)
|
|||
Accrued restructuring liability as of June 30, 2019
|
3,045
|
|
|
167
|
|
|
3,212
|
|
|||
Restructuring charges
|
13,193
|
|
|
350
|
|
|
13,543
|
|
|||
Cash payments
|
(8,647
|
)
|
|
(440
|
)
|
|
(9,087
|
)
|
|||
Non-cash charges (1)
|
(1,622
|
)
|
|
—
|
|
|
(1,622
|
)
|
|||
Accrued restructuring liability as of June 30, 2020
|
$
|
5,969
|
|
|
$
|
77
|
|
|
$
|
6,046
|
|
Year Ended June 30, 2020
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenue
|
$
|
633,959
|
|
|
$
|
820,333
|
|
|
$
|
597,960
|
|
|
$
|
429,106
|
|
Cost of revenue
|
325,665
|
|
|
394,018
|
|
|
309,598
|
|
|
219,590
|
|
||||
Net income (loss)
|
19,851
|
|
|
190,649
|
|
|
(83,500
|
)
|
|
(43,005
|
)
|
||||
Net income (loss) attributable to Cimpress plc
|
20,031
|
|
|
190,223
|
|
|
(84,884
|
)
|
|
(42,005
|
)
|
||||
Net income (loss) per share attributable to Cimpress plc:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.67
|
|
|
$
|
7.04
|
|
|
$
|
(3.26
|
)
|
|
$
|
(1.62
|
)
|
Diluted (1)
|
$
|
0.66
|
|
|
$
|
6.81
|
|
|
$
|
(3.26
|
)
|
|
$
|
(1.62
|
)
|
Year Ended June 30, 2019
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenue
|
$
|
588,981
|
|
|
$
|
825,567
|
|
|
$
|
661,814
|
|
|
$
|
674,714
|
|
Cost of revenue
|
302,471
|
|
|
411,496
|
|
|
342,700
|
|
|
344,677
|
|
||||
Net (loss) income
|
(14,994
|
)
|
|
69,037
|
|
|
6,242
|
|
|
33,195
|
|
||||
Net (loss) income attributable to Cimpress plc
|
(14,639
|
)
|
|
69,014
|
|
|
6,530
|
|
|
34,147
|
|
||||
Net (loss) income per share attributable to Cimpress plc:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.47
|
)
|
|
$
|
2.24
|
|
|
$
|
0.21
|
|
|
$
|
1.11
|
|
Diluted (1)
|
$
|
(0.47
|
)
|
|
$
|
2.17
|
|
|
$
|
0.21
|
|
|
$
|
1.09
|
|
•
|
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.
|
Exhibit No.
|
|
Description
|
|
Common Draft Terms of Merger dated September 17, 2019 between Cimpress Limited and Cimpress N.V. is incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 19, 2019
|
|
|
Constitution of Cimpress plc is incorporated by reference to Annex B to our definitive proxy statement on Schedule 14A filed with the SEC on September 27, 2019
|
|
|
Senior Notes Indenture (including form of 7.0% senior notes due 2026), dated as of June 15, 2018, between Cimpress plc (as successor to Cimpress N.V.), certain subsidiaries of Cimpress plc as guarantors thereto, and U.S. Bank National Association, as successor trustee, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18, 2018
|
|
|
Second Supplemental Indenture, dated as of December 3, 2019, with respect to the 7.0% senior notes due 2026, between Cimpress plc, certain subsidiaries of Cimpress plc as guarantors thereto, and U.S. Bank National Association, as successor trustee, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019
|
|
|
Third Supplemental Indenture, dated as of February 13, 2020, with respect to the 7.0% senior notes due 2026,
between Cimpress plc, the guarantors party thereto and U.S. Bank National Association, as successor trustee is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 18, 2020
|
|
|
Senior Secured Notes Indenture (including form of 12.0% senior secured second lien notes due 2025), dated as of May 1, 2020, among Cimpress plc, the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020
|
|
|
Form of Warrant is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020
|
|
|
Description of registered securities of Cimpress plc
|
|
|
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
|
|
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
|
|
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
|
|
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
|
|
2011 Equity Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019
|
|
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 under our 2011 Equity Incentive Plan
|
10.8*
|
|
Form of Share Award Agreement under our 2011 Equity Incentive Plan with certain former Cimpress directors is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the SEC on November 19, 2018
|
|
2016 Performance Equity 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 is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019
|
|
|
Form of Performance Share Unit Agreement for our Chief Executive Officer under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019
|
|
|
Form of Performance Share Unit Agreement for members of our Board of Directors under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019
|
|
|
Form of Supplemental Performance Share Unit Agreement for employees and executives under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017
|
|
|
2015 Inducement Share Plan is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2015
|
|
|
Form of Restricted Share Award Agreement under 2015 Inducement Share Plan is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2015
|
|
|
Form of Deed of Indemnification between Cimpress plc and each of its directors is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020
|
|
|
Form of Deed of Indemnification between Cimpress plc and each executive officer is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020
|
|
Form of Indemnification Agreement between Cimpress USA Incorporated and each director of Cimpress plc is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020
|
|
|
Form of Indemnification Agreement between Cimpress USA Incorporated and each executive officer is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020
|
|
|
Amended and Restated Executive Retention Agreement dated as of October 23, 2009 between Cimpress N.V. and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009
|
|
|
Form of Executive Retention Agreement between Cimpress N.V. and each of Sean Quinn, and Maarten Wensveen is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016
|
|
|
Memorandum clarifying relative precedence of agreements dated May 6, 2010 between Cimpress N.V. and Robert Keane is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010
|
|
|
Agreement Limiting PSU Awards dated May 13, 2016 between Cimpress N.V. and Robert Keane is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2016
|
|
|
Form of Invention and Non-Disclosure Agreement between Cimpress and each of Robert Keane, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended
|
|
|
Form of Non-Competition and Non-Solicitation Agreement between Cimpress and each of Robert Keane, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended
|
|
|
Amendment and Restatement Agreement dated as of July 13, 2017 among Cimpress plc (as successor to Cimpress N.V.), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); the lenders named therein as 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 and restated as of February 8, 2013, among the Borrowers, the lenders named therein, and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017
|
|
|
Amendment No. 1, dated as of June 14, 2018, among the Borrowers, as borrowers; the lenders named therein as lenders; and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, and as further amended and restated as of July 13, 2017, among the Borrowers, the lenders named therein, and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18, 2018
|
|
|
Amendment No. 2, dated as of January 7, 2019, among the Borrowers, as borrowers; the financial institutions named therein; and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, and as further amended and restated as of July 13, 2017, among the Borrowers, the lenders named therein, and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 8, 2019
|
|
|
Amendment No. 3, dated as of February 13, 2020, among the Borrowers, as borrowers; the lenders named therein as lenders; and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further previously amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 18, 2020
|
|
|
Amendment No. 4, dated as of April 28, 2020, among the Borrowers, as borrowers; the lenders named therein as lenders; and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further previously amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 30, 2020
|
|
|
Second Amended and Restated Guaranty dated as of July 13, 2017 between Cimpress' subsidiary guarantors named therein as guarantors (the "Subsidiary Guarantors") and the Administrative Agent, which amends and restates the Amended and Restated Guaranty dated as of February 8, 2013 between the Subsidiary Guarantors and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017
|
|
|
Borrower Assumption Agreement dated as of December 3, 2019 between Cimpress plc and the Administrative Agent relating to the Credit Agreement as amended and restated as of July 13, 2017 among the Borrowers, as borrowers; the lenders named therein as lenders; and the Administrative Agent as administrative agent for the lenders, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019
|
|
|
Amended and Restated Pledge and Security Agreement dated as of July 13, 2017 between Cimpress USA Incorporated, Vistaprint Limited, Cimpress Schweiz GmbH, and Vistaprint B.V., as Borrowers, and Cimpress USA Manufacturing Incorporated, National Pen Co. LLC, National Pen Tennessee LLC, NP Corporate Services LLC, Pixartprinting USA Incorporated, Vistaprint Corporate Solutions Incorporated, and Webs, Inc., as Subsidiary Guarantors, on one hand, and the Administrative Agent, on the other hand, which amends and restates the Pledge and Security Agreement dated as of February 8, 2013, between such Borrowers and Subsidiary Guarantors and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017
|
|
|
Note and Warrant Purchase Agreement, dated as of April 28, 2020, among Cimpress plc, the guarantors party thereto and AP Print, Ltd. is incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 30, 2020
|
|
|
Pledge and Security Agreement, dated as of May 1, 2020, among the guarantors party thereto and U.S. Bank National Association, as collateral agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020
|
|
Intercreditor Agreement, dated as of May 1, 2020, among JPMorgan Chase Bank, N.A., as first lien collateral agent; U.S. Bank National Association, as second lien notes agent; Cimpress plc; and the guarantors party thereto is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020
|
|
|
Subsidiaries of Cimpress plc
|
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer
|
|
101
|
|
The following materials from this Annual Report on Form 10-K, 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)
|
*
|
|
Management contract or compensatory plan or arrangement
|
|
By:
|
/s/ Robert S. Keane
|
|
|
Robert S. Keane
|
|
|
Founder and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Robert S. Keane
|
|
Founder & Chief Executive Officer
|
|
August 11, 2020
|
Robert S. Keane
|
|
(Principal executive officer)
|
|
|
/s/ Sean E. Quinn
|
|
Chief Financial Officer
|
|
August 11, 2020
|
Sean E. Quinn
|
|
(Principal financial and accounting officer)
|
|
|
/s/ Sophie A. Gasperment
|
|
Director
|
|
August 11, 2020
|
Sophie A. Gasperment
|
|
|
|
|
/s/ John J. Gavin Jr.
|
|
Director
|
|
August 11, 2020
|
John J. Gavin Jr.
|
|
|
|
|
/s/ Zachary S. Sternberg
|
|
Director
|
|
August 11, 2020
|
Zachary S. Sternberg
|
|
|
|
|
/s/ Scott Vassalluzzo
|
|
Director
|
|
August 11, 2020
|
Scott Vassalluzzo
|
|
|
|
|
•
|
[vesting schedule]
|
•
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
|
|
|
Araprint B.V.
|
|
The Netherlands
|
|
|
|
Build A Sign LLC
|
|
Delaware, USA
|
|
|
|
Cimpress Australia Pty Limited
|
|
Australia
|
|
|
|
Cimpress Detroit Incorporated
|
|
Delaware, USA
|
|
|
|
Cimpress Deutschland GmbH
|
|
Germany
|
|
|
|
Cimpress España, S.L.
|
|
Spain
|
|
|
|
Cimpress France SARL
|
|
France
|
|
|
|
Cimpress India Private Limited
|
|
India
|
|
|
|
Cimpress Investments B.V.
|
|
The Netherlands
|
|
|
|
Cimpress Ireland Limited
|
|
Ireland
|
|
|
|
Cimpress Italy S.r.l.
|
|
Italy
|
|
|
|
Cimpress Jamaica Limited
|
|
Jamaica
|
|
|
|
Cimpress Japan Co., Ltd.
|
|
Japan
|
|
|
|
Cimpress Philippines Incorporated
|
|
Philippines
|
|
|
|
Cimpress Schweiz GmbH
|
|
Switzerland
|
|
|
|
Cimpress Security Israel Ltd.
|
|
Israel
|
|
|
|
Cimpress Technologies Private Limited
|
|
India
|
|
|
|
Cimpress Technology Czech Republic s.r.o.
|
|
Czechia
|
|
|
|
Cimpress Tunisie SARL
|
|
Tunisia
|
|
|
|
Cimpress UK Limited
|
|
England and Wales
|
|
|
|
Cimpress USA Incorporated
|
|
Delaware, USA
|
|
|
|
Cimpress USA Manufacturing 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
|
|
|
|
Drukwerkdeal.nl Productie B.V.
|
|
The Netherlands
|
|
|
|
E-Factory SAS
|
|
France
|
|
|
|
Exaprint SAS
|
|
France
|
|
|
|
FL Print SAS
|
|
France
|
|
|
|
FM Impressos Personalizados Ltda
|
|
Brazil
|
|
|
|
La Mougère SCI
|
|
France
|
|
|
|
Litotipografia Alcione S.r.l.
|
|
Italy
|
|
|
|
National Pen Co. LLC
|
|
Delaware, USA
|
|
|
|
National Pen Promotional Products Limited
|
|
Ireland
|
|
|
|
National Pen Tennessee LLC
|
|
Delaware, USA
|
|
|
|
National Pen Tunisia SARL
|
|
Tunisia
|
|
|
|
NP Corporate Services LLC
|
|
Delaware, USA
|
|
|
|
Pixartprinting S.p.A.
|
|
Italy
|
|
|
|
Printdeal B.V.
|
|
The Netherlands
|
|
|
|
Printi LLC
|
|
Delaware, USA
|
|
|
|
Shanghai Cimpress Technology Company Limited
|
|
China
|
|
|
|
Tradeprint Distribution Limited
|
|
England and Wales
|
|
|
|
Vistaprint B.V.
|
|
The Netherlands
|
|
|
|
Vistaprint Corporate Solutions Incorporated
|
|
Delaware, USA
|
|
|
|
Vistaprint Limited
|
|
Bermuda
|
|
|
|
Vistaprint Manufacturing Texas LLC
|
|
Delaware, USA
|
|
|
|
Vistaprint Netherlands B.V.
|
|
The Netherlands
|
|
|
|
Webs, Inc.
|
|
Delaware, USA
|
|
|
|
WIRmachenDRUCK GmbH
|
|
Germany
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cimpress plc;
|
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 plc;
|
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/ 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:
|
August 11, 2020
|
|
/s/ Robert S. Keane
|
|
|
|
|
Robert S. Keane
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
August 11, 2020
|
|
/s/ Sean E. Quinn
|
|
|
|
|
Sean E. Quinn
|
|
|
|
|
Chief Financial Officer
|
|