The Netherlands (State or Other Jurisdiction of Incorporation) |
000-51539 (Commission File Number) |
98-0417483 (IRS Employer Identification No.) |
Hudsonweg 8 Venlo The Netherlands (Address of Principal Executive Offices) |
5928 LW (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | Exhibits |
Date: July 28, 2010 | VISTAPRINT N.V. |
|||
By: | /s/ Michael Giannetto | |||
Michael Giannetto | ||||
Executive Vice President and Chief Financial Officer |
Exhibit No. | Description | |
99.1
|
Press release dated July 28, 2010 entitled Vistaprint Reports Fourth Quarter and Fiscal Year 2010 Financial Results |
Contacts: | ||
Investor Relations: | ||
Angela White | ||
ir@vistaprint.com | ||
+1 (781) 652-6480 | ||
Media Relations: | ||
Jason Keith | ||
publicrelations@vistaprint.com | ||
+1 (781) 652-6444 |
| Fourth quarter 2010 results: |
| Revenue grew 22 percent year over year to $164.3 million | ||
| Revenue grew 22 percent year over year excluding the impact of currency exchange rate fluctuations | ||
| GAAP net income per diluted share decreased 21 percent year over year to $0.26 | ||
| Non-GAAP adjusted net income per diluted share decreased 12 percent year over year to $0.38 |
| Fiscal year 2010 results: |
| Revenue grew 30 percent year over year to $670.0 million | ||
| Revenue grew 28 percent year over year excluding the impact of currency exchange rate fluctuations | ||
| GAAP net income per diluted share grew 19 percent year over year to $1.49 | ||
| Non-GAAP adjusted net income per diluted share grew 18 percent year over year to $1.98 |
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| Revenue for the fourth quarter of fiscal year 2010 grew to $164.3 million, a 22 percent increase over revenue of $135.2 million reported in the same quarter a year ago. For the full fiscal year, revenue grew to $670.0 million, a 30 percent increase over revenue of $515.8 million in fiscal year 2009. Excluding the estimated impact from currency exchange rate fluctuations, total revenue grew 22 percent year over year in the fourth quarter and 28 percent for the full year. Excluding revenue from membership programs, year-over-year constant currency revenue growth was 26 percent for the fourth quarter of fiscal 2010 and 32 percent for the full fiscal year 2010. | ||
| Gross margin (revenue minus the cost of revenue as a percent of total revenue) in the fourth quarter was 63.6 percent, compared to 63.1 percent in the same quarter |
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a year ago. For the full fiscal year, gross margin was 64.2 percent, compared to 62.8 percent in fiscal 2009. | |||
| Operating income in the fourth quarter was $13.9 million, or 8.5 percent of revenue, and reflected an 8 percent decrease compared to operating income of $15.1 million, or 11.2 percent of revenue, in the same quarter a year ago. For the full fiscal year, operating income was $76.8 million, or 11.5 percent of revenue, a 25 percent increase over operating income of $61.6 million, or 11.9 percent of revenue, in the prior fiscal year. | ||
| GAAP net income for the fourth quarter was $11.7 million, or 7.1 percent of revenue, representing a 21 percent decrease compared to $14.7 million, or 10.9 percent of revenue in the same quarter a year ago. For the full fiscal year, GAAP net income was $67.7 million, or 10.1 percent of revenue, a 22 percent increase over GAAP net income of $55.7 million, or 10.8 percent of revenue, in the prior fiscal year. | ||
| GAAP net income per diluted share for the fourth quarter was $0.26, versus $0.33 in the same quarter a year ago. For the full year, GAAP net income per diluted share was $1.49, versus $1.25 in the prior full fiscal year. | ||
| Non-GAAP adjusted net income for the fourth quarter, which excludes share-based compensation expense and its related tax effect, was $17.3 million, or 10.5 percent of revenue, representing an 11 percent decrease over non-GAAP adjusted net income of $19.5 million, or 14.4 percent of revenue, in the same quarter a year ago. For the full fiscal year, non-GAAP adjusted net income, which excludes share-based compensation expense and its related tax effect, was $90.9 million, or 13.6 percent of revenue, a 20 percent increase over non-GAAP adjusted net income of $75.9 million, or 14.7 percent of revenue, in the prior fiscal year. | ||
| Non-GAAP adjusted net income per diluted share for the fourth quarter, which excludes share-based compensation expense and its related tax effect, was $0.38, versus $0.43 in the same quarter a year ago. For the 2010 full fiscal year, non-GAAP adjusted net income per diluted share, excluding share-based compensation expense and its related tax effect, was $1.98, versus $1.68 in the prior full fiscal year. |
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| Capital expenditures in the fourth quarter were $27.5 million or 16.7 percent of revenue. During the full fiscal year capital expenditures were $101.3 million or 15.1 percent of revenue. | ||
| During the fourth quarter, the company generated $30.5 million of cash from operations and $1.3 million in free cash flow, defined as cash from operations less purchases of property, plant and equipment, and capitalization of software and website development costs. During the full fiscal year, the company generated $153.7 million of cash from operations and $45.9 million in free cash flow. | ||
| The company had $172.3 million in cash, cash equivalents, and short-term marketable securities as of June 30, 2010. |
| Vistaprint acquired approximately 1.6 million new customers in the fourth fiscal quarter ending June 30, 2010. For the full 2010 fiscal year, the number of new customer acquisitions totaled approximately 6.4 million. | ||
| Repeat customers generated approximately 67 percent of total quarterly bookings in the fourth quarter, consistent with 67 percent in the same quarter a year ago. | ||
| Average daily order volume in the fourth quarter of fiscal 2010 was approximately 53,000, reflecting a 20 percent increase over an average of approximately 44,000 orders per day in the same quarter a year ago. | ||
| Advertising and commissions expense in the fourth quarter was $35.1 million, or 21.4 percent of revenue compared to $24.7 million, or 18.2 percent of revenue in the same quarter a year ago. | ||
| Non-U.S. markets contributed 41 percent of total revenue in the fourth quarter, compared to 39 percent to the same quarter a year ago, reflecting a 30 percent increase in revenue from non-U.S. markets year over year. For the full year, non-U.S. markets contributed 45 percent of total revenue, compared to 39 percent in fiscal 2009, reflecting a 48 percent increase year over year. | ||
| Average order value in the fourth quarter including revenue from shipping and processing was $34.56, compared to $33.31 in the same quarter a year ago. |
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| Website sessions in the fourth quarter were 77.8 million, a 25 percent increase over 62.1 million in the same quarter a year ago. | ||
| Conversion rates were 6.2 percent in the fourth quarter of fiscal 2010, compared to 6.4 percent in the same quarter a year ago. |
| For the full fiscal year ending June 30, 2011, the company expects revenue of approximately $750 million to $780 million. | ||
| For the quarter ending September 30, 2010, the company expects revenue of approximately $159 million to $164 million. |
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| For the full fiscal year ending June 30, 2011, the company expects GAAP diluted earnings per share of approximately $1.65 to $1.80, which assumes 46.0 million weighted average shares outstanding. | ||
| For the quarter ending September 30, 2010, the company expects GAAP diluted earnings per share of approximately $0.15 to $0.20, which assumes 45.9 million weighted average shares outstanding. |
| For the full fiscal year ending June 30, 2011, the company expects non-GAAP adjusted net income per diluted share of approximately $2.09 to $2.24, which excludes expected share-based compensation expense and its related tax effect of approximately $21.6 million, and assumes a non-GAAP diluted weighted average share count of approximately 46.6 million shares. | ||
| For the quarter ending September 30, 2010, the company expects non-GAAP adjusted net income per diluted share of approximately $0.27 to $0.32, which excludes expected share-based compensation expense and its related tax effect of approximately $5.7 million, and assumes a non-GAAP diluted weighted average share count of approximately 46.5 million shares. |
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June 30, | June 30, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 162,727 | $ | 133,988 | ||||
Marketable securities |
9,604 | | ||||||
Accounts receivable, net |
9,389 | 5,672 | ||||||
Inventory |
6,223 | 4,384 | ||||||
Prepaid expenses and other current assets |
15,059 | 12,819 | ||||||
Total current assets |
203,002 | 156,863 | ||||||
Property, plant and equipment, net |
249,961 | 193,622 | ||||||
Software and web site development costs, net |
6,426 | 6,754 | ||||||
Deferred tax assets |
7,277 | 7,035 | ||||||
Other assets |
11,223 | 5,275 | ||||||
Total assets |
$ | 477,889 | $ | 369,549 | ||||
Liabilities and shareholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 16,664 | $ | 11,347 | ||||
Accrued expenses |
65,609 | 43,724 | ||||||
Deferred revenue |
4,138 | 3,393 | ||||||
Current portion of long-term debt |
5,222 | 8,349 | ||||||
Total current liabilities |
91,633 | 66,813 | ||||||
Deferred tax liabilities |
3,151 | 1,637 | ||||||
Other liabilities |
6,991 | 5,100 | ||||||
Long-term debt |
| 10,465 | ||||||
Total liabilities |
101,775 | 84,015 | ||||||
Shareholders equity: |
||||||||
Ordinary shares, par value 0.01 per share, 120,000,000 shares authorized;
49,891,244 and 49,175,223 shares issued and 43,855,164
and 42,805,811 outstanding, respectively |
698 | 688 | ||||||
Treasury shares, at cost, 6,036,080 and 6,369,412, respectively |
(29,637 | ) | (29,881 | ) | ||||
Additional paid-in capital |
249,153 | 212,221 | ||||||
Retained earnings |
166,525 | 98,784 | ||||||
Accumulated other comprehensive (loss) income |
(10,625 | ) | 3,722 | |||||
Total shareholders equity |
376,114 | 285,534 | ||||||
Total liabilities and shareholders equity |
$ | 477,889 | $ | 369,549 | ||||
Three Months Ended | Year Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenue |
$ | 164,303 | $ | 135,169 | $ | 670,035 | $ | 515,826 | ||||||||
Cost of revenue (1) |
59,795 | 49,826 | 240,195 | 191,944 | ||||||||||||
Technology and development expense (1) |
20,617 | 16,222 | 78,387 | 60,921 | ||||||||||||
Marketing and selling expense (1) |
55,498 | 42,015 | 216,574 | 159,143 | ||||||||||||
General and administrative expense (1) |
14,488 | 11,996 | 58,031 | 42,236 | ||||||||||||
Income from operations |
13,905 | 15,110 | 76,848 | 61,582 | ||||||||||||
Interest income |
114 | 183 | 441 | 1,725 | ||||||||||||
Other (expense) income , net |
(843 | ) | 952 | (1,491 | ) | (803 | ) | |||||||||
Interest expense |
114 | 327 | 784 | 1,401 | ||||||||||||
Income before income taxes |
13,062 | 15,918 | 75,014 | 61,103 | ||||||||||||
Income tax provision |
1,412 | 1,222 | 7,273 | 5,417 | ||||||||||||
Net income |
$ | 11,650 | $ | 14,696 | $ | 67,741 | $ | 55,686 | ||||||||
Basic net income per share |
$ | 0.27 | $ | 0.35 | $ | 1.56 | $ | 1.29 | ||||||||
Diluted net income per share |
$ | 0.26 | $ | 0.33 | $ | 1.49 | $ | 1.25 | ||||||||
Weighted average shares outstanding basic |
43,760,638 | 42,523,077 | 43,365,872 | 43,330,166 | ||||||||||||
Weighted average shares outstanding diluted |
45,551,209 | 44,204,791 | 45,336,561 | 44,634,191 | ||||||||||||
(1) | Share-based compensation is allocated as follows: |
Three Months Ended | Year Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Cost of revenue |
$ | 207 | $ | 180 | $ | 840 | $ | 745 | ||||||||
Technology and development expense |
1,209 | 1,346 | 5,790 | 5,053 | ||||||||||||
Marketing and selling expense |
1,184 | 989 | 4,965 | 4,021 | ||||||||||||
General and administrative expense |
2,880 | 2,079 | 10,785 | 9,654 |
Three Months Ended | Year Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Operating activities |
||||||||||||||||
Net income |
$ | 11,650 | $ | 14,696 | $ | 67,741 | $ | 55,686 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
Depreciation and amortization |
11,665 | 9,722 | 44,367 | 35,713 | ||||||||||||
Abandonment of acquired intangible assets |
| | 920 | | ||||||||||||
Loss on sale, disposal or impairment of long-lived assets |
404 | 561 | 535 | 1,892 | ||||||||||||
Amortization of premiums and discounts on short-term investments |
82 | | 127 | | ||||||||||||
Share-based compensation expense |
5,480 | 4,594 | 22,380 | 19,473 | ||||||||||||
Tax benefits derived from share-based compensation awards |
(1,395 | ) | (5,195 | ) | (6,272 | ) | (9,603 | ) | ||||||||
Deferred taxes |
229 | (4,538 | ) | 179 | (4,538 | ) | ||||||||||
Changes in operating assets and liabilities, excluding the effect of an acquisition: |
||||||||||||||||
Accounts receivable |
857 | 2,046 | (3,727 | ) | 276 | |||||||||||
Inventory |
(568 | ) | (1,077 | ) | (2,224 | ) | (1,921 | ) | ||||||||
Prepaid expenses and other assets |
2,265 | (3,394 | ) | 3,792 | (4,879 | ) | ||||||||||
Accounts payable |
185 | 207 | 6,176 | 3,148 | ||||||||||||
Accrued expenses and other liabilities |
(323 | ) | 10,177 | 19,707 | 24,804 | |||||||||||
Net cash provided by operating activities |
30,531 | 27,799 | 153,701 | 120,051 | ||||||||||||
Investing activities |
||||||||||||||||
Purchases of property, plant and equipment |
(27,498 | ) | (16,711 | ) | (101,326 | ) | (76,286 | ) | ||||||||
Proceeds from sale of equipment |
| | 177 | | ||||||||||||
Business acquisition, net of cash acquired |
| | (6,496 | ) | | |||||||||||
Purchases of marketable securities |
| | (9,804 | ) | (6,078 | ) | ||||||||||
Sales and maturities of marketable securities |
| 6,900 | 100 | 31,937 | ||||||||||||
Capitalization of software and website development costs |
(1,712 | ) | (1,849 | ) | (6,516 | ) | (7,168 | ) | ||||||||
Net cash used in investing activities |
(29,210 | ) | (11,660 | ) | (123,865 | ) | (57,595 | ) | ||||||||
Financing activities |
||||||||||||||||
Repayments of long-term debt |
(334 | ) | (797 | ) | (13,848 | ) | (3,219 | ) | ||||||||
Payment of withholding taxes in connection with vesting of restricted share units |
(1,776 | ) | (2,345 | ) | (6,142 | ) | (4,176 | ) | ||||||||
Repurchase of ordinary shares |
| | | (45,518 | ) | |||||||||||
Tax benefits derived from share-based compensation awards |
1,395 | 5,195 | 6,272 | 9,603 | ||||||||||||
Proceeds from issuance of shares |
1,570 | 7,311 | 14,977 | 12,067 | ||||||||||||
Net cash provided by (used in) financing activities |
855 | 9,364 | 1,259 | (31,243 | ) | |||||||||||
Effect of exchange rate changes on cash |
(2,034 | ) | 741 | (2,356 | ) | (370 | ) | |||||||||
Net increase in cash and cash equivalents |
142 | 26,244 | 28,739 | 30,843 | ||||||||||||
Cash and cash equivalents at beginning of period |
162,585 | 107,744 | 133,988 | 103,145 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 162,727 | $ | 133,988 | $ | 162,727 | $ | 133,988 | ||||||||
Three Months Ended | Year Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Non-GAAP adjusted net income reconciliation: |
||||||||||||||||
Net income |
$ | 11,650 | $ | 14,696 | $ | 67,741 | $ | 55,686 | ||||||||
Add back: |
||||||||||||||||
Share-based compensation
expense, inclusive of income tax
effects |
5,662 | (a) | 4,764 | (b) | 23,156 | (c) | 20,177 | (d) | ||||||||
Non-GAAP adjusted net income |
$ | 17,312 | $ | 19,460 | $ | 90,897 | $ | 75,863 | ||||||||
Non-GAAP adjusted net income per diluted share reconciliation: |
||||||||||||||||
Net income per diluted share |
$ | 0.26 | $ | 0.33 | $ | 1.49 | $ | 1.25 | ||||||||
Add back: |
||||||||||||||||
Share-based compensation expense, inclusive of income tax effects |
0.12 | 0.10 | 0.49 | 0.43 | ||||||||||||
Non-GAAP adjusted net income per diluted share |
$ | 0.38 | $ | 0.43 | $ | 1.98 | $ | 1.68 | ||||||||
Non-GAAP weighted average shares outstanding diluted |
46,136,412 | 45,029,206 | 45,988,831 | 45,099,357 | ||||||||||||
(a) | Includes share-based compensation charges of $5,480 and the income tax effects related to those charges of $182 | |
(b) | Includes share-based compensation charges of $4,594 and the income tax effects related to those charges of $170 | |
(c) | Includes share-based compensation charges of $22,380 and the income tax effects related to those charges of $776 | |
(d) | Includes share-based compensation charges of $19,473 and the income tax effects related to those charges of $704 |
Three Months Ended | Year Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Free cash flow reconciliation: |
||||||||||||||||
Net cash provided by operating activities |
$ | 30,531 | $ | 27,799 | $ | 153,701 | $ | 120,051 | ||||||||
Purchases of property, plant and equipment |
(27,498 | ) | (16,711 | ) | (101,326 | ) | (76,286 | ) | ||||||||
Capitalization of software and website development costs |
(1,712 | ) | (1,849 | ) | (6,516 | ) | (7,168 | ) | ||||||||
Total free cash flow |
$ | 1,321 | $ | 9,239 | $ | 45,859 | $ | 36,597 | ||||||||
GAAP Revenue | GAAP Revenue | |||||||||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||||||||||
June 30, | 2010-2009 | June 30, | 2010-2009 | |||||||||||||||||||||
2010 | 2009 | %Change | 2010 | 2009 | %Change | |||||||||||||||||||
Constant currency and constant currency ex-membership reconciliations: | ||||||||||||||||||||||||
Revenue, as reported |
$ | 164,303 | $ | 135,169 | 22 | % | $ | 670,035 | $ | 515,826 | 30 | % | ||||||||||||
Estimated effect of currency fluctuations on revenue growth |
0 | % | (2 | %) | ||||||||||||||||||||
Total revenue growth, constant currency |
22 | % | 28 | % | ||||||||||||||||||||
Effect of terminations of membership programs on revenue growth |
4 | % | 4 | % | ||||||||||||||||||||
Total revenue growth, constant currency, ex-membership |
26 | % | 32 | % | ||||||||||||||||||||