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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2005
VistaPrint Limited
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(Exact Name of Registrant as Specified in Charter)
Bermuda 000-51539 98-0417483
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
Canon's Court
22 Victoria Street
Hamilton, Bermuda HM 12
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-2244
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On October 25, 2005, VistaPrint Limited issued a press release
announcing its financial results for the quarter ended September 30, 2005. The
full text of the press release issued in connection with the announcement is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:
99.1 Press Release dated October 25, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 25, 2005 VISTAPRINT LIMITED
By: /s/ Robert S. Keane
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Robert S. Keane
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated October 25, 2005
Exhibit 99.1
VistaPrint Reports First Quarter Fiscal 2006 Financial Results;
Revenue Increased 62 Percent to $28.9 Million;
Net Income Improved to 10% of Revenues;
New Canadian Production Facility Comes On Line
HAMILTON, Bermuda--(BUSINESS WIRE)--Oct. 25, 2005--VistaPrint
Limited (Nasdaq:VPRT), the leading online supplier of high-quality
graphic design services and customized printed products to small
businesses and consumers, today announced the financial results for
the quarter ended September 30, 2005, the first quarter of
VistaPrint's fiscal year 2006.
Total company revenue for the quarter was $28.9 million, an
increase of 62 percent versus $17.9 million for the same quarter of
fiscal 2005. Revenue growth was driven by increases in small business
products such as business cards, marketing postcards and brochures as
well as a continued expansion in consumer products such as invitations
and birth announcements. Increases in the number of website sessions,
the conversion rate of website sessions to orders and the average
value of orders placed by customers all contributed to the growth.
For the first quarter of fiscal 2006 the company achieved net
income of $2.9 million, or 10.0% of revenues, and earnings per share
on a diluted basis of $0.04. The company incurred a net loss of $20.4
million in the first quarter of fiscal year 2005, which included a $21
million contract termination charge.
"This quarter marked our 21st quarter in a row of sequential
organic revenue growth," said Robert Keane, president and CEO of
VistaPrint. "Our top line growth, driven by both new customer and
repeat customer purchases, continues to prove that the small office
home office market values the high quality graphic design services and
customized printed products that VistaPrint delivers at affordable
prices."
"Three keys to our business are our proprietary back-end order
aggregation and print technology, our proprietary front-end design
technology and our Internet marketing expertise. When combined with
VistaPrint's computer integrated and automated manufacturing
processes, they allow us to deliver massive volumes of designed,
custom-manufactured orders: currently over 10,000 per day. The result
is high quality product at very affordable prices for our customers
and strong margins for our company," continued Keane.
Key financial metrics for the first quarter of 2006:
-- Revenue bookings from repeat customers increased to 59.6
percent versus 54.2 percent in the first quarter of fiscal
2005.
-- Average order values increased 10.6 percent from the same
quarter of the prior fiscal year to $31.
-- Web site sessions increased by 41.1 percent from the same
quarter of fiscal 2005.
-- Conversion rates increased to 4.5 percent from 4.4 percent in
the first quarter of fiscal 2005.
-- Revenue minus cost of sales was 60.9 percent versus 61.8
percent in the same quarter of the prior fiscal year.
-- Operating margins increased to 11.7 percent of revenues.
-- Capital expenditures in the first quarter of 2006 totaled $3.3
million, primarily related to the completion of the production
facility in Windsor, Ontario.
On August 30, 2005 VistaPrint completed the transition of its
North American production being produced by an outsourced vendor to a
newly constructed VistaPrint facility in Windsor, Ontario. VistaPrint
is now 100 percent vertically integrated from a manufacturing
standpoint, handling all production in-house.
"The transition to our Windsor printing facility has been a huge
success," said Paul Flanagan, chief financial officer of VistaPrint.
"During the first two months of the quarter, we incurred start up and
training costs associated with getting the new facility operational.
We were very pleased that we were able to have a smooth transition,
absorb these additional costs and still deliver strong margins."
VistaPrint also completed a $138 million initial public offering
on September 29, 2005, with net proceeds of $61.4 million, less
underwriting discounts, to the company and the remaining net proceeds
to selling shareholders. The Company received its net proceeds from
the IPO on October 5, 2005.
"We are pleased with the reception we received from the financial
markets throughout the IPO process," said Keane. "After receiving the
proceeds from our initial public offering, we now have $88 million in
cash. Additionally, for the quarter ended September 30, 2005, we
generated $3 million in cash from operations. This gives us a strong
balance sheet from which we can invest in additional products,
services, technology and infrastructure to better serve our customers
and extend our market leadership."
In the first quarter, the company also made additions to its
management team and board of directors. Anne Drapeau joined as
executive vice president and chief people officer, reporting directly
to Robert Keane. Prior to joining VistaPrint, Drapeau oversaw the
human resources function as chief people officer at Digitas, a leader
in the digital and direct marketing industry. VistaPrint also
appointed Daniel Ciporin, former chairman and CEO of Shopping.com, to
its board of directors. Ciporin will serve on the company's Audit
Committee and Nominating and Corporate Governance Committee.
VistaPrint will hold a conference call to discuss first quarter
fiscal 2006 financial results at 8:00 a.m. (EST) on October 26, 2005.
To listen to the live webcast, log on to the Investor Relations
section of www.vistaprint.com. A replay of the event will be available
on the Company's website from 10:00 a.m. on October 26, 2005 until
midnight on November 9, 2005.
About VistaPrint
VistaPrint is the leading online supplier of high-quality graphic
design services and customized printed products to small businesses
and consumers. VistaPrint offers custom designed, full-color, low-cost
printed products even in small quantities. Over 5 million small
businesses and consumers have already chosen VistaPrint for products
ranging from business cards and brochures to invitations and thank you
cards. A global company, VistaPrint employs more than 450 people and
operates 16 localized Web sites serving over 120 countries around the
world. A broad range of design options are available online at
www.vistaprint.com. VistaPrint's printed products are satisfaction
guaranteed.
VistaPrint and VistaPrint.com are registered trademarks and the
VistaPrint logo is a trademark of VistaPrint. All other brand and
product names appearing on this announcement may be trademarks or
registered trademarks of their respective holders.
This press release contains information about future expectations,
plans and prospects of our management that constitute forward-looking
statements for purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995, including statements
concerning the expected growth and development of our business,
operating performance, our margins, our market leadership position and
our ability to extend such position. Actual results may differ
materially from those indicated by these forward-looking statements as
a result of various important factors including, but not limited to,
our ability to attract customers and to retain customers and to do so
in a cost-effective manner, willingness of purchasers of graphic
design services and printed products to shop online, unexpected
increases in our use of funds, failure to increase our revenue and
keep our expenses consistent with revenues, failures of our web sites
or network infrastructure, failure to maintain the prices we charge
for our products and services, the inability of our manufacturing
operations to meet customer demand, and other factors that are
discussed in our Registration Statement on Form S-1 and other
documents periodically filed with the SEC.
In addition, the statements in this press release represent our
expectations and beliefs as of the date of this press release. We
anticipate that subsequent events and developments may cause these
expectations and beliefs to change. We specifically disclaim any
obligation to update any forward-looking statements. These
forward-looking statements should not be relied upon as representing
our expectations or beliefs as of any date subsequent to the date of
this press release.
VistaPrint Limited
Consolidated Balance Sheets
September June 30,
30,
2005 2005
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(Unaudited)
(In thousands,
except share and
per share data)
Assets
Current assets:
Cash and cash equivalents $ 26,856 $ 26,402
Accounts receivable, net of allowances of $53
and $57 at September 30, 2005 and June 30,
2005, respectively 1,049 1,186
Receivable from underwriter, net IPO proceeds 61,380 -
Inventory 492 354
Deferred tax asset 789 947
Prepaid expenses and other current assets 1,277 2,021
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Total current assets 91,843 30,910
Property, plant and equipment, net 32,111 29,913
Software and web site development costs, net 1,713 1,916
Patents 1,521 1,556
Deposits, image licenses and other noncurrent
assets 1,666 1,691
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Total assets $ 128,854 $ 65,986
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Liabilities, redeemable convertible preferred shares and
shareholders' equity (deficit)
Current liabilities:
Trade accounts payable:
Mod-Pac Corporation $ - $ 1,628
All other vendors 1,549 2,889
Accrued expenses 12,259 10,585
Deferred revenue 1,056 540
Current portion of long-term debt 1,688 1,281
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Total current liabilities 16,552 16,923
Long-term debt 16,212 15,696
Commitments and contingencies
Series A redeemable convertible preferred shares,
par value $0.001 per share, 0 and 11,000,000
shares authorized, 0 and 9,845,849 shares issued
and outstanding at September 30, 2005 and June
30, 2005, respectively (aggregate liquidation
preference of $0 and $14,080, respectively) - 13,556
Series B redeemable convertible preferred shares,
par value $0.001 per share, 0 and 13,008,515
shares authorized, 0 and 12,874,694 shares
issued and outstanding at September 30, 2005 and
June 30, 2005 (aggregate liquidation preference
$0 and $52,915, respectively) - 57,880
Shareholders' equity (deficit):
Common shares, par value $0.001 per share,
500,000,000 and 39,289,197 shares authorized
at September 30, 2005 and June 30,2005,
respectively; 39,843,984 and 11,374,892
shares issued and outstanding at September
30, 2005 and June 30, 2005, respectively 40 11
Additional paid-in capital 135,234 2,679
Accumulated deficit (39,410) (41,017)
Accumulated other comprehensive income 226 258
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Total shareholders' equity (deficit) 96,090 (38,069)
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Total liabilities, redeemable convertible
preferred shares and shareholders' equity
(deficit) $ 128,854 $ 65,986
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VistaPrint Limited
Consolidated Statements of Operations
Three Months Ended
September 30,
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2005 2004
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(Unaudited)
(in thousands, except
share and per share
data)
Revenue $ 28,898 $ 17,861
Cost of revenue (1) 11,300 6,820
Technology and development expense (1) 2,976 2,504
Marketing and selling expense (1) 9,566 6,551
General and administrative expense (1) 1,661 1,219
Loss on contract termination - 21,000
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Income (loss) from operations 3,395 (20,233)
Other income (expenses), net 53 4
Interest expense 226 51
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Income (loss) from operations before income
taxes 3,222 (20,280)
Income tax provision 321 131
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Net income (loss) $ 2,901 $ (20,411)
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Net income (loss) attributable to common
shareholders:
Basic $ 557 $ (21,339)
Diluted $ 631 $ (21,339)
Basic net income (loss) per share $ 0.05 $ (1.88)
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Diluted net income (loss) per share $ 0.04 $ (1.88)
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Weighted average common shares outstanding -
basic 11,760,948 11,358,575
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Weighted average common shares outstanding -
diluted 14,317,076 11,358,575
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(1) Share-based compensation is allocated as follows:
Three Months Ended
September 30,
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2005 2004
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(Unaudited)
(in thousands)
Cost of revenue $ - $ -
Technology and development expense 5 -
Marketing and selling expense 3 -
General and administrative expense 5 -
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$ 13 $ -
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VistaPrint Limited
Consolidated Statements of Cash Flows
Three Months Ended
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September September
30, 2005 30, 2004
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(Unaudited)
(in thousands)
Operating activities
Net income (loss) $ 2,901 $(20,411)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,813 1,343
Share compensation expense 13 -
Deferred taxes 158 16
Recovery of doubtful accounts (4) -
Changes in operating assets and liabilities:
Accounts receivable 139 (229)
Inventory (138) (6)
Prepaid expenses and other assets 231 (1,097)
Accounts payable (2,963) 774
Accrued expenses and other current
liabilities 1,042 744
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Net cash provided by (used in) operating
activities 3,192 (18,866)
Investing activities
Purchases of property, plant and equipment, net (3,325) (1,847)
Capitalization of software and website development
costs (414) (547)
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Net cash used in investing activities (3,739) (2,394)
Financing activities
Proceeds from long-term debt 1,084 -
Repayment of long-term debt (136) -
Payment of offering costs (289) -
Proceeds from issuance of Series B preferred
shares, net - 22,693
Proceeds from issuance of common shares 360 1
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Net cash provided by financing activities 1,019 22,694
Effect of exchange rate changes on cash (18) 56
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Net increase in cash and cash equivalents 454 1,490
Cash and cash equivalents at beginning of period 26,402 20,060
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Cash and cash equivalents at end of period $ 26,856 $ 21,550
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Supplemental Noncash Investing and Financing
Activities:
Receivable from underwriter, net IPO
proceeds $ 61,380 $ -
CONTACT: VistaPrint Limited
Investor Relations:
Katy Nash, 781-547-6316
investorrelations@vistaprint.com
or
Media Relations:
Manya Chait, 781-547-6319
publicrelations@vistaprint.com