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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form 10-Q
| | | | | | | | |
(Mark One) | |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended | September 30, 2020 |
or |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 000-51539
_________________________________
Cimpress plc
(Exact Name of Registrant as Specified in Its Charter)
_________________________________
| | | | | | | | | | | |
Ireland | | 98-0417483 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
Building D, Xerox Technology Park A91 H9N9,
Dundalk, Co. Louth
Ireland
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 353 42 938 8500
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
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 |
______________________________
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
| | Smaller reporting company | ☐ | | |
| | Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No þ
As of October 26, 2020, there were 26,003,649 Cimpress plc ordinary shares outstanding.
CIMPRESS PLC
QUARTERLY REPORT ON FORM 10-Q
For the Three Months Ended September 30, 2020
TABLE OF CONTENTS
| | | | | | | | |
| | Page |
PART I FINANCIAL INFORMATION | |
Item 1. Financial Statements (unaudited) | |
Consolidated Balance Sheets as of September 30, 2020 and June 30, 2020 | |
Consolidated Statements of Operations for the three months ended September 30, 2020 and 2019 | |
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2020 and 2019 | |
Consolidated Statements of Shareholders' Equity (Deficit) for the three months ended September 30, 2020 and 2019 | |
Consolidated Statements of Cash Flows for the three months ended September 30, 2020 and 2019 | |
Notes to Consolidated Financial Statements | |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. Controls and Procedures | |
| | |
PART II OTHER INFORMATION | |
Item 1A. Risk Factors | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 6. Exhibits | |
Signatures | |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CIMPRESS PLC
CONSOLIDATED BALANCE SHEETS
(unaudited in thousands, except share and per share data)
| | | | | | | | | | | |
| September 30, 2020 | | June 30, 2020 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 40,229 | | | $ | 45,021 | |
Accounts receivable, net of allowances of $10,328 and $9,651, respectively | 47,549 | | | 34,596 | |
Inventory | 91,504 | | | 80,179 | |
Prepaid expenses and other current assets | 82,408 | | | 88,608 | |
| | | |
Total current assets | 261,690 | | | 248,404 | |
Property, plant and equipment, net | 330,309 | | | 338,659 | |
Operating lease assets, net | 146,557 | | | 156,258 | |
Software and website development costs, net | 77,595 | | | 71,465 | |
Deferred tax assets | 146,807 | | | 143,496 | |
Goodwill | 637,568 | | | 621,904 | |
Intangible assets, net | 200,493 | | | 209,228 | |
Other assets | 21,010 | | | 25,592 | |
Total assets | $ | 1,822,029 | | | $ | 1,815,006 | |
Liabilities, noncontrolling interests and shareholders’ deficit | | | |
Current liabilities: | | | |
Accounts payable | $ | 211,087 | | | $ | 163,891 | |
Accrued expenses | 243,821 | | | 210,764 | |
Deferred revenue | 36,390 | | | 39,130 | |
Short-term debt | 22,666 | | | 17,933 | |
Operating lease liabilities, current | 39,426 | | | 41,772 | |
Other current liabilities | 21,589 | | | 13,268 | |
| | | |
Total current liabilities | 574,979 | | | 486,758 | |
Deferred tax liabilities | 33,057 | | | 33,811 | |
Long-term debt | 1,331,549 | | | 1,415,657 | |
| | | |
Operating lease liabilities, non-current | 119,817 | | | 128,963 | |
Other liabilities | 105,845 | | | 88,187 | |
Total liabilities | 2,165,247 | | | 2,153,376 | |
Commitments and contingencies (Note 12) | | | |
Redeemable noncontrolling interests | 71,209 | | | 69,106 | |
Shareholders’ deficit: | | | |
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; 26,003,649 and 25,885,675 shares outstanding, respectively | 615 | | | 615 | |
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | 28 | | | 28 | |
Treasury shares, at cost, 18,076,978 and 18,194,952 shares, respectively | (1,368,723) | | | (1,376,496) | |
Additional paid-in capital | 433,827 | | | 438,616 | |
Retained earnings | 607,682 | | | 618,437 | |
Accumulated other comprehensive loss | (87,856) | | | (88,676) | |
| | | |
| | | |
Total shareholders' deficit | (414,427) | | | (407,476) | |
Total liabilities, noncontrolling interests and shareholders’ deficit | $ | 1,822,029 | | | $ | 1,815,006 | |
See accompanying notes.
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | |
| | | | | 2020 | | 2019 | | | |
Revenue | | | | | $ | 586,500 | | | $ | 633,959 | | | | |
Cost of revenue (1) | | | | | 298,844 | | | 325,665 | | | | |
Technology and development expense (1) | | | | | 58,489 | | | 63,167 | | | | |
Marketing and selling expense (1) | | | | | 138,150 | | | 160,917 | | | | |
General and administrative expense (1) | | | | | 41,812 | | | 43,623 | | | | |
Amortization of acquired intangible assets | | | | | 13,305 | | | 13,018 | | | | |
Restructuring expense (1) | | | | | (86) | | | 2,190 | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Income from operations | | | | | 35,986 | | | 25,379 | | | | |
Other (expense) income, net | | | | | (8,754) | | | 15,674 | | | | |
Interest expense, net | | | | | (30,516) | | | (15,087) | | | | |
| | | | | | | | | | |
(Loss) income before income taxes | | | | | (3,284) | | | 25,966 | | | | |
Income tax expense | | | | | 6,794 | | | 6,115 | | | | |
Net (loss) income | | | | | (10,078) | | | 19,851 | | | | |
Add: Net (income) loss attributable to noncontrolling interest | | | | | (677) | | | 180 | | | | |
Net (loss) income attributable to Cimpress plc | | | | | $ | (10,755) | | | $ | 20,031 | | | | |
Basic net (loss) income per share attributable to Cimpress plc | | | | | $ | (0.41) | | | $ | 0.67 | | | | |
Diluted net (loss) income per share attributable to Cimpress plc | | | | | $ | (0.41) | | | $ | 0.66 | | | | |
Weighted average shares outstanding — basic | | | | | 25,945,998 | | | 29,747,035 | | | | |
Weighted average shares outstanding — diluted | | | | | 25,945,998 | | | 30,529,472 | | | | |
____________________________________________
(1) Share-based compensation is allocated as follows:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, |
| | | | | 2020 | | 2019 | | |
Cost of revenue | | | | | $ | 100 | | | $ | 88 | | | |
Technology and development expense | | | | | 2,191 | | | 1,734 | | | |
Marketing and selling expense | | | | | 1,685 | | | (1,311) | | | |
General and administrative expense | | | | | 4,307 | | | 4,239 | | | |
Restructuring expense | | | | | — | | | 664 | | | |
See accompanying notes.
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited in thousands)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, |
| | | | | 2020 | | 2019 | | |
Net (loss) income | | | | | $ | (10,078) | | | $ | 19,851 | | | |
Other comprehensive income, net of tax: | | | | | | | | | |
Foreign currency translation gains (losses), net of hedges | | | | | 817 | | | (1,560) | | | |
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges | | | | | 3,836 | | | (7,188) | | | |
Amounts reclassified from accumulated other comprehensive (loss) income to net (loss) income on derivative instruments | | | | | (2,071) | | | 4,151 | | | |
| | | | | | | | | |
| | | | | | | | | |
Loss on pension benefit obligation, net | | | | | (336) | | | — | | | |
Comprehensive (loss) income | | | | | (7,832) | | | 15,254 | | | |
Add: Comprehensive (income) loss attributable to noncontrolling interests | | | | | (2,103) | | | 1,670 | | | |
Total comprehensive (loss) income attributable to Cimpress plc | | | | | $ | (9,935) | | | $ | 16,924 | | | |
See accompanying notes.
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(unaudited in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
Restricted share units vested, net of shares withheld for taxes | — | | | — | | | — | | | — | | | 4 | | | 87 | | | (259) | | | — | | | — | | | (172) | |
Grant of restricted share awards | — | | | — | | | — | | | — | | | (2) | | | (187) | | | — | | | — | | | — | | | (187) | |
Share-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 5,164 | | | — | | | — | | | 5,164 | |
Purchase of ordinary shares | — | | | — | | | — | | | — | | | (1,964) | | | (232,286) | | | — | | | — | | | — | | | (232,286) | |
Net income attributable to Cimpress plc | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 20,031 | | | — | | | 20,031 | |
Adoption of new accounting standards | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,143 | | | — | | | 3,143 | |
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3,037) | | | (3,037) | |
Foreign currency translation, net of hedges | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (70) | | | (70) | |
Balance at September 30, 2019 | 44,080 | | | $ | 615 | | | — | | | $ | — | | | (15,597) | | | $ | (969,833) | | | $ | 415,984 | | | $ | 560,596 | | | $ | (82,964) | | | $ | (75,602) | |
| | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2020 | 44,080 | | | $ | 615 | | | 25 | | | $ | 28 | | | (18,195) | | | $ | (1,376,496) | | | $ | 438,616 | | | $ | 618,437 | | | $ | (88,676) | | | $ | (407,476) | |
| | | | | | | | | | | | | | | | | | | |
Restricted share units vested, net of shares withheld for taxes | — | | | — | | | — | | | — | | | 118 | | | 7,773 | | | (13,366) | | | — | | | — | | | (5,593) | |
| | | | | | | | | | | | | | | | | | | |
Share-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 8,577 | | | — | | | — | | | 8,577 | |
Net loss attributable to Cimpress plc | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (10,755) | | | — | | | (10,755) | |
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,765 | | | 1,765 | |
Foreign currency translation, net of hedges | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (609) | | | (609) | |
Unrealized loss on pension benefit obligation, net of tax | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (336) | | | (336) | |
Balance at September 30, 2020 | 44,080 | | | $ | 615 | | | 25 | | | $ | 28 | | | (18,077) | | | $ | (1,368,723) | | | $ | 433,827 | | | $ | 607,682 | | | $ | (87,856) | | | $ | (414,427) | |
See accompanying notes.
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)
| | | | | | | | | | | | | | |
| Three Months Ended September 30, |
| 2020 | | 2019 | | | |
Operating activities | | | | | | |
Net (loss) income | $ | (10,078) | | | $ | 19,851 | | | | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | 42,290 | | | 42,535 | | | | |
| | | | | | |
Share-based compensation expense | 8,283 | | | 5,414 | | | | |
Deferred taxes | (32) | | | (960) | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income | 14,628 | | | (14,527) | | | | |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (4,958) | | | 5,028 | | | | |
| | | | | | |
Other non-cash items | 3,192 | | | 1,365 | | | | |
| | | | | | |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | (12,448) | | | (6,595) | | | | |
Inventory | (3,111) | | | (6,410) | | | | |
Prepaid expenses and other assets | 2,523 | | | 737 | | | | |
Accounts payable | 38,684 | | | (11,038) | | | | |
Accrued expenses and other liabilities | 26,708 | | | 27,505 | | | | |
Net cash provided by operating activities | 105,681 | | | 62,905 | | | | |
Investing activities | | | | | | |
Purchases of property, plant and equipment | (8,383) | | | (14,193) | | | | |
| | | | | | |
Business acquisitions, net of cash acquired | — | | | (4,272) | | | | |
| | | | | | |
Capitalization of software and website development costs | (14,804) | | | (12,471) | | | | |
Proceeds from the sale of assets | 2,103 | | | 670 | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Other investing activities | — | | | 903 | | | | |
Net cash used in investing activities | (21,084) | | | (29,363) | | | | |
Financing activities | | | | | | |
Proceeds from borrowings of debt | 99,000 | | | 277,785 | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Payments of debt | (182,726) | | | (74,392) | | | | |
| | | | | | |
| | | | | | |
Payments of debt issuance costs | (410) | | | — | | | | |
Payments of purchase consideration included in acquisition-date fair value | (648) | | | — | | | | |
Payments of withholding taxes in connection with equity awards | (5,592) | | | (359) | | | | |
Payments of finance lease obligations | (1,592) | | | (2,719) | | | | |
| | | | | | |
| | | | | | |
Purchase of ordinary shares | — | | | (231,883) | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Other financing activities | (11) | | | (1,437) | | | | |
Net cash used in financing activities | (91,979) | | | (33,005) | | | | |
| | | | | | |
| | | | | | |
Effect of exchange rate changes on cash | 2,590 | | | (4,582) | | | | |
| | | | | | |
Net decrease in cash and cash equivalents | (4,792) | | | (4,045) | | | | |
Cash and cash equivalents at beginning of period | 45,021 | | | 35,279 | | | | |
Cash and cash equivalents at end of period | $ | 40,229 | | | $ | 31,234 | | | | |
Supplemental disclosures of cash flow information: | | | | | | |
Cash paid during the period for: | | | | | | |
Interest | $ | 9,078 | | | $ | 9,384 | | | | |
Income taxes | 352 | | | 4,472 | | | | |
Non-cash investing and financing activities: | | | | | | |
Property and equipment acquired under finance leases | 76 | | | — | | | | |
Amounts accrued related to business acquisitions | 1,676 | | | 2,645 | | | | |
See accompanying notes.
CIMPRESS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited in thousands, except share and per share data)
1. Description of the Business
Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.
Given the current and expected impact of the COVID-19 pandemic on our business we evaluated our liquidity position as of the date of the issuance of these consolidated financial statements. Based on this evaluation, management believes, despite the ongoing impact of COVID-19 on our business, that our financial position, net cash provided by operations combined with our cash and cash equivalents, borrowing availability under our revolving credit facility, and the April 2020 temporary maintenance covenant suspension and capital raise as described in Note 8, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.
Significant Accounting Policies
Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2020. There have been no material changes to our significant accounting policies during the three months ended September 30, 2020.
Other (Expense) Income, Net
The following table summarizes the components of other (expense) income, net:
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, |
| | | | | 2020 | | 2019 | | |
(Losses) gains on derivatives not designated as hedging instruments (1) | | | | | $ | (13,495) | | | $ | 19,357 | | | |
Currency-related gains (losses), net (2) | | | | | 4,075 | | | (3,412) | | | |
Other gains (losses) | | | | | 666 | | | (271) | | | |
Total other (expense) income, net | | | | | $ | (8,754) | | | $ | 15,674 | | | |
_____________________
(1) Primarily relates to both realized and unrealized gains and losses 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 three months ended September 30, 2020 and 2019 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 losses related to cross-currency swaps were $5,437 for the three months ended September 30, 2020, as compared to unrealized gains of $4,678 for the three months ended September 30, 2019.
Net (Loss) Income Per Share Attributable to Cimpress plc
Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.
The following table sets forth the reconciliation of the weighted-average number of ordinary shares:
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended September 30, |
| | | | | | 2020 | | 2019 | | |
Weighted average shares outstanding, basic | | | | | | 25,945,998 | | | 29,747,035 | | | |
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants | | | | | | — | | | 782,437 | | | |
Shares used in computing diluted net (loss) income per share attributable to Cimpress plc | | | | | | 25,945,998 | | | 30,529,472 | | | |
Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1)(2) | | | | | | 450,089 | | | — | | | |
_____________________
(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 three months ended September 30, 2020, the weighted average anti-dilutive effect of the warrants was 316,257 shares. Refer to Note 8 for additional details about the arrangement.
(2) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive.
Recently Issued or Adopted Accounting Pronouncements
New Accounting Standards Adopted
In December 2019, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting. We early adopted the standard on July 1, 2020. For the period ended September 30, 2020, adopting ASU 2019-12 resulted in a $2,468 increased tax expense in our consolidated financial statements, related to the intraperiod allocation rules. Under the intraperiod allocation rules, an entity generally allocates total income tax expense or benefit by first determining the amount attributable to continuing operations and then allocating the
remaining tax expense or benefit to items other than continuing operations. An exception existed that required an entity with a loss from continuing operations to consider all components when determining the benefit from continuing operations. ASU 2019-12 removes this exception.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13 "Financial Instruments—Credit Losses (Topic 326)" (ASU 2016-13), which introduces a new accounting model for recognizing credit losses on certain financial instruments based on an estimate of current expected credit losses. We adopted the standard on its effective date of July 1, 2020. The standard did not have a material impact on our consolidated financial statements.
3. Fair Value Measurements
We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•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.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 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 | $ | 948 | | | $ | — | | | $ | 948 | | | $ | — | |
Currency forward contracts | 3,790 | | | — | | | 3,790 | | | — | |
| | | | | | | |
Total assets recorded at fair value | $ | 4,738 | | | $ | — | | | $ | 4,738 | | | $ | — | |
| | | | | | | |
Liabilities | | | | | | | |
Interest rate swap contracts | $ | (36,492) | | | $ | — | | | $ | (36,492) | | | $ | — | |
Cross-currency swap contracts | (7,814) | | | — | | | (7,814) | | | — | |
Currency forward contracts | (21,651) | | | — | | | (21,651) | | | — | |
Currency option contracts | (2,273) | | | — | | | (2,273) | | | — | |
Total liabilities recorded at fair value | $ | (68,230) | | | $ | — | | | $ | (68,230) | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | |
Interest rate 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) | | | $ | — | |
During the quarter ended September 30, 2020 and year ended June 30, 2020, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications.
The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of September 30, 2020, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.
As of September 30, 2020 and June 30, 2020, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximated their estimated fair values. As of September 30, 2020 and June 30, 2020, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,400,787 and $1,482,177, respectively, and the fair value was $1,377,987 and $1,450,719, respectively. Our debt at September 30, 2020 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.
4. Derivative Financial Instruments
We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Additionally, any ineffectiveness associated with any effective and designated hedge is recognized within accumulated other comprehensive loss.
The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net.
Hedges of Interest Rate Risk
We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net.
Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of September 30, 2020, we estimate that $10,324 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending September 30, 2021. As of September 30, 2020, we had ten outstanding interest rate swap contracts indexed to USD LIBOR, of which seven of these instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2025. As of September 30, 2020, we have determined that three of our hedges are no longer highly effective. These de-designated hedges have varying start dates and maturity dates through December 2026.
| | | | | | | | |
Interest rate swap contracts outstanding: | | Notional Amounts |
Contracts accruing interest as of September 30, 2020 | | $ | 500,000 | |
Contracts with a future start date | | 50,000 | |
Total | | $ | 550,000 | |
Hedges of Currency Risk
Cross-Currency Swap Contracts
From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.
Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of September 30, 2020, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $120,874, both maturing during June 2024. We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.
Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of September 30,
2020, we estimate that $2,610 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2021.
Other Currency Contracts
We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar.
As of September 30, 2020, we had five currency forward contracts designated as net investment hedges with a total notional amount of $149,604, maturing during various dates through April 2023. We entered into these contracts to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.
We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three months ended September 30, 2020 and 2019, we have experienced volatility within other (expense) income, net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.
As of September 30, 2020, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Notional Amount | | Effective Date | | Maturity Date | | Number of Instruments | | Index |
$466,969 | | December 2018 through September 2020 | | Various dates through October 2024 | | 586 | | Various |
Financial Instrument Presentation
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2020 and June 30, 2020. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility.
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| September 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 | | $ | (29,106) | | | $ | — | | | $ | (29,106) | |
Cross-currency swaps | Other assets | | 948 | | | — | | | 948 | | | Other liabilities | | (7,814) | | | — | | | (7,814) | |
Derivatives in net investment hedging relationships | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Currency forward contracts | Other assets | | — | | | — | | | — | | | Other current liabilities / other liabilities | | (13,157) | | | — | | | (13,157) | |
Total derivatives designated as hedging instruments | | | $ | 948 | | | $ | — | | | $ | 948 | | | | | $ | (50,077) | | | $ | — | | | $ | (50,077) | |
| | | | | | | | | | | | | | | |
Derivatives not designated as hedging instruments | | | | | | | | | | | | | | | |
Interest rate swaps | Other assets | | $ | — | | | $ | — | | | $ | — | | | Other liabilities | | $ | (7,386) | | | $ | — | | | $ | (7,386) | |
Currency forward contracts | Other current assets / other assets | | 4,784 | | | (994) | | | 3,790 | | | Other current liabilities / other liabilities | | (10,062) | | | 1,568 | | | (8,494) | |
Currency option contracts | Other current assets / other assets | | — | | | — | | | — | | | Other current liabilities / other liabilities | | (2,475) | | | 202 | | | (2,273) | |
Total derivatives not designated as hedging instruments | | | $ | 4,784 | | | $ | (994) | | | $ | 3,790 | | | | | $ | (19,923) | | | $ | 1,770 | | | $ | (18,153) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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) | |
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three months ended September 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | |
| | | | | Amount of Net (Loss) Gain on Derivatives Recognized in Comprehensive Income (Loss) | | |
| | | Three Months Ended September 30, | | |
| | | | | 2020 | | 2019 | | | | |
Derivatives in cash flow hedging relationships | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Interest rate swaps | | | | | $ | 411 | | | $ | (4,590) | | | | | |
Cross-currency swaps | | | | | 3,425 | | | (2,598) | | | | | |
Derivatives in net investment hedging relationships | | | | | | | | | | | |
| | | | | | | | | | | |
Currency forward contracts | | | | | (17,538) | | | 12,718 | | | | | |
Total | | | | | $ | (13,702) | | | $ | 5,530 | | | | | |
The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | Affected line item in the Statement of Operations |
| | | | Three Months Ended September 30, | |
| | | | | | 2020 | | 2019 | | | |
Derivatives in cash flow hedging relationships | | | | | | | | | | | |
Interest rate swaps | | | | | | $ | 2,622 | | | $ | (30) | | | | Interest expense, net |
Cross-currency swaps | | | | | | (4,767) | | | 5,564 | | | | Other (expense) income, net |
Total before income tax | | | | | | (2,145) | | | 5,534 | | | | (Loss) income before income taxes |
Income tax | | | | | | 74 | | | (1,383) | | | | Income tax expense |
Total | | | | | | $ | (2,071) | | | $ | 4,151 | | | | |
The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2020 and 2019 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments.
| | | | | | | | | | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in Net (Loss) Income | Affected line item in the Statement of Operations |
| | | | Three Months Ended September 30, | |
| | | | | | 2020 | | 2019 | | | |
Currency contracts | | | | | | $ | (13,468) | | | $ | 19,357 | | | | Other (expense) income, net |
Interest rate swaps | | | | | | (27) | | | — | | | | Other (expense) income, net |
Total | | | | | | $ | (13,495) | | | $ | 19,357 | | | | |
5. Accumulated Other Comprehensive Income (Loss)
The following table presents a roll forward of amounts recognized in accumulated other comprehensive income (loss) by component, net of tax of $105 for the three months ended September 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2020 | $ | (30,078) | | | | | $ | (1,399) | | | $ | (57,199) | | | $ | (88,676) | |
Other comprehensive income (loss) before reclassifications | 3,836 | | | | | (336) | | | (609) | | | 2,891 | |
Amounts reclassified from accumulated other comprehensive loss to net (loss) income | (2,071) | | | | | — | | | — | | | (2,071) | |
Net current period other comprehensive income (loss) | 1,765 | | | | | (336) | | | (609) | | | 820 | |
Balance as of September 30, 2020 | $ | (28,313) | | | | | $ | (1,735) | | | $ | (57,808) | | | $ | (87,856) | |
________________________
(1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
(2) As of September 30, 2020 and June 30, 2020, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $2,971 and $20,509 respectively, net of tax, have been included in accumulated other comprehensive loss.
6. Goodwill
The carrying amount of goodwill by reportable segment as of September 30, 2020 and June 30, 2020 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Vistaprint | | PrintBrothers | | The Print Group | | | | All Other Businesses | | Total |
Balance as of June 30, 2020 | $ | 150,846 | | | $ | 129,764 | | | $ | 155,197 | | | | | $ | 186,097 | | | $ | 621,904 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Effect of currency translation adjustments (1) | 3,128 | | | 5,708 | | | 6,828 | | | | | — | | | 15,664 | |
Balance as of September 30, 2020 | $ | 153,974 | | | $ | 135,472 | | | $ | 162,025 | | | | | $ | 186,097 | | | $ | 637,568 | |
_________________
(1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.
7. Other Balance Sheet Components
Accrued expenses included the following:
| | | | | | | | | | | |
| September 30, 2020 | | June 30, 2020 |
Compensation costs | $ | 62,433 | | | $ | 67,307 | |
Income and indirect taxes | 55,062 | | | 53,161 | |
Advertising costs (1) | 24,422 | | | 14,746 | |
Interest payable (2) | 28,340 | | | |