Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Dec. 31, 2016 | Jan. 27, 2017 | |
Document and Entity Information [Abstract] | ||
Entity registrant name | CIMPRESS N.V. | |
Entity central index key | 1,262,976 | |
Document type | 10-Q | |
Document period end date | Dec. 31, 2016 | |
Amendment flag | false | |
Document fiscal year focus | 2,017 | |
Document fiscal period focus | Q2 | |
Current fiscal year end date | --06-30 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity common stock, shares outstanding | 31,098,453 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 49,588 | $ 77,426 | |
Marketable securities | 0 | 7,893 | |
Accounts receivable, net of allowances of $508 and $490, respectively | 52,179 | 32,327 | |
Inventory | 41,422 | 18,125 | |
Prepaid expenses and other current assets | 98,786 | 64,997 | |
Total current assets | 241,975 | 200,768 | |
Property, plant and equipment, net | 505,278 | 493,163 | |
Software and web site development costs, net | 42,856 | 35,212 | |
Deferred tax assets | 18,344 | 26,093 | |
Goodwill | 528,895 | 466,005 | |
Intangible assets, net | 292,591 | 216,970 | |
Other assets | 34,007 | 25,658 | |
Total assets | 1,663,946 | 1,463,869 | |
Current liabilities: | |||
Accounts payable | 116,251 | 86,682 | |
Accrued expenses | 223,932 | 178,987 | |
Deferred revenue | 25,503 | 25,842 | |
Short-term debt | 46,115 | [1] | 21,717 |
Other current liabilities | 24,234 | 22,635 | |
Total current liabilities | 436,035 | 335,863 | |
Deferred tax liabilities | 69,676 | 69,430 | |
Lease financing obligation | 108,481 | 110,232 | |
Long-term debt | 829,998 | 656,794 | |
Other liabilities | 78,113 | 60,173 | |
Total liabilities | 1,522,303 | 1,232,492 | |
Temporary equity | |||
Redeemable noncontrolling interests | 41,824 | 65,301 | |
Shareholders’ equity: | |||
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 31,094,307 and 31,536,732 shares outstanding, respectively | 615 | 615 | |
Treasury shares, at cost, 12,986,320 and 12,543,895 shares, respectively | (598,343) | (548,549) | |
Additional paid-in capital | 348,732 | 335,192 | |
Retained earnings | 492,407 | 486,482 | |
Accumulated other comprehensive loss | (143,915) | (108,015) | |
Total shareholders’ equity attributable to Cimpress N.V. | 99,496 | 165,725 | |
Noncontrolling interest | 323 | 351 | |
Total shareholders' equity | 99,819 | 166,076 | |
Total liabilities, noncontrolling interests and shareholders’ equity | $ 1,663,946 | $ 1,463,869 | |
[1] | Balances as of December 31, 2016 and June 30, 2016 are both inclusive of short-term debt issuance costs and debt discounts of $1,693 in both periods |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2016USD ($)shares | Dec. 31, 2016€ / shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2016€ / shares |
Current Assets | ||||
Allowance for doubtful accounts | $ | $ 508 | $ 490 | ||
Stockholders' Equity | ||||
Preferred shares, par value | € / shares | € 0.01 | € 0.01 | ||
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | ||
Preferred shares, shares issued | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | ||
Ordinary shares, par value | € / shares | € 0.01 | € 0.01 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, shares issued | 44,080,627 | 44,080,627 | ||
Ordinary shares, shares outstanding | 31,094,307 | 31,536,732 | ||
Treasury shares | 12,986,320 | 12,543,895 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenue | $ 576,851 | $ 496,274 | $ 1,020,564 | $ 872,022 | |
Cost of revenue (1) | [1] | 277,027 | 197,571 | 490,758 | 354,855 |
Technology and development expense (1) | [1] | 59,252 | 51,880 | 121,330 | 102,966 |
Marketing and selling expense (1) | [1] | 157,825 | 142,671 | 297,176 | 264,806 |
General and administrative expense (1) | [1] | 49,042 | 36,543 | 105,403 | 69,701 |
Income from operations | 33,705 | 67,609 | 5,897 | 79,694 | |
Other income, net | 30,549 | 7,690 | 28,417 | 16,932 | |
Interest expense, net | (9,631) | (10,160) | (19,535) | (18,286) | |
Income before income taxes | 54,623 | 65,139 | 14,779 | 78,340 | |
Income tax provision | 19,601 | 6,148 | 9,787 | 9,327 | |
Net income | 35,022 | 58,991 | 4,992 | 69,013 | |
Net Income (Loss) Attributable to Noncontrolling Interest | (6) | (328) | (933) | (1,077) | |
Net income attributable to Cimpress N.V. | $ 35,028 | $ 59,319 | $ 5,925 | $ 70,090 | |
Basic net income per share attributable to Cimpress N.V. | $ 1.12 | $ 1.89 | $ 0.19 | $ 2.20 | |
Diluted net income per share attributable to Cimpress N.V. | $ 1.07 | $ 1.81 | $ 0.18 | $ 2.11 | |
Weighted average shares outstanding — basic | 31,291,356 | 31,326,141 | 31,431,090 | 31,927,362 | |
Weighted average shares outstanding — diluted | 32,614,013 | 32,735,447 | 32,846,275 | 33,246,412 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | $ 11,277 | $ 6,066 | $ 22,848 | $ 12,256 | |
Cost of revenue | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 75 | 28 | 118 | 54 | |
Technology and development expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 3,118 | 1,422 | 5,443 | 2,752 | |
Marketing and selling expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 1,480 | 425 | 2,300 | 836 | |
General and administrative expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | $ 6,604 | $ 4,191 | $ 14,987 | $ 8,614 | |
[1] | Share-based compensation is allocated as follows: |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other comprehensive income, net of tax: | ||||
Net income | $ 35,022 | $ 58,991 | $ 4,992 | $ 69,013 |
Foreign currency translation gain (loss) | (47,148) | (14,934) | (37,970) | (24,137) |
Net unrealized gain (loss) on derivative instruments designated and qualifying as cash flow hedges | 9,244 | 464 | 7,475 | (462) |
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments | (6,426) | 214 | (5,594) | 440 |
Unrealized (loss) gain on available-for-sale-securities | (4,832) | 171 | (5,756) | (1,090) |
Marketable Securities, Realized Gain (Loss) | 2,268 | 0 | 2,268 | 0 |
Gain on pension benefit obligation, net | 0 | 44 | 36 | 89 |
Comprehensive (loss) income | (11,872) | 44,950 | (34,549) | 43,853 |
Add: Comprehensive loss attributable to noncontrolling interests | 4,235 | 1,864 | 4,625 | 1,988 |
Total comprehensive (loss) income attributable to Cimpress N.V. | $ (7,637) | $ 46,814 | $ (29,924) | $ 45,841 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net income | $ 4,992 | $ 69,013 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 72,382 | 62,063 |
Share-based compensation expense | 22,848 | 12,256 |
Deferred taxes | (17,508) | 8,339 |
Impairment of Long-Lived Assets to be Disposed of | 0 | 3,022 |
Change in contingent earn-out liability | 22,766 | 0 |
Marketable Securities, Realized Gain (Loss) | (2,268) | 0 |
Unrealized gain on derivatives not designated as hedging instruments included in net income | (4,573) | 1,918 |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (13,246) | 10,829 |
Other non-cash items | 1,719 | 1,530 |
Gain on proceeds from insurance | 0 | 3,136 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 822 | 1,629 |
Inventory | (4,187) | 3,087 |
Prepaid expenses and other assets | (14,290) | 2,394 |
Accounts payable | 21,808 | 20,779 |
Accrued expenses and other liabilities | 23,394 | 24,984 |
Net cash provided by operating activities | 114,659 | 162,315 |
Investing activities | ||
Purchases of property, plant and equipment | (36,260) | (43,549) |
Business acquisitions, net of cash acquired | (206,816) | (27,532) |
Purchases of intangible assets | (88) | (402) |
Capitalization of software and website development costs | (19,110) | (12,127) |
Proceeds from insurance related to investing activities | 0 | 3,624 |
Proceeds from Sale of Available-for-sale Securities | 6,346 | 0 |
Other investing activities | 1,227 | 775 |
Net cash used in investing activities | (254,701) | (79,211) |
Financing activities | ||
Proceeds from borrowings of debt | 447,000 | 269,999 |
Payments of debt and debt issuance costs | (247,771) | (235,332) |
Payments of withholding taxes in connection with equity awards | (8,864) | (4,246) |
Payments of capital lease obligations | (6,814) | (6,377) |
Purchase of ordinary shares | (50,008) | (142,204) |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (20,230) | 0 |
Proceeds from issuance of ordinary shares | 257 | 2,052 |
Capital contribution from noncontrolling interest | 1,404 | 5,141 |
Other financing activities | 1,281 | (303) |
Net cash (used in) provided by financing activities | 116,255 | (111,270) |
Effect of exchange rate changes on cash | (4,051) | (2,217) |
Net decrease in cash and cash equivalents | (27,838) | (30,383) |
Cash and cash equivalents at beginning of period | 77,426 | 103,584 |
Cash and cash equivalents at end of period | 49,588 | 73,201 |
Supplemental disclosures of cash flow information: | ||
Interest | 20,155 | 17,998 |
Income taxes | 20,309 | 10,745 |
Capitalization of construction costs related to financing lease obligation | 0 | 13,688 |
Property and equipment acquired under capital leases | 4,912 | 3,017 |
Amounts due for acquisitions of businesses | $ 27,155 | $ 18,035 |
Description of the Business (No
Description of the Business (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business We are a technology driven company that aggregates, largely via the Internet, large volumes of small, individually customized orders for a broad spectrum of print, signage, apparel and similar products. We fulfill those orders with manufacturing capabilities that include Cimpress owned and operated manufacturing facilities and a network of third-party fulfillers to create customized products for customers on-demand. We bring our products to market through a portfolio of focused brands serving the needs of micro, small- and medium-sized businesses, resellers and consumers. These brands include Vistaprint, our global brand for micro business marketing products and services, as well as brands that we have acquired that serve the needs of various market segments, including resellers, small- and medium-sized businesses with differentiated service needs, and consumers purchasing products for themselves and their families. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair statement of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The consolidated financial statements include the accounts of Cimpress N.V., 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. Operating results for the three and six months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017 or for any other period. The consolidated balance sheet at June 30, 2016 has been derived from our audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2016 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of financial statements in conformity with 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. Share-Based Compensation During the three and six months ended December 31, 2016 , we recorded share-based compensation expense of $11,277 and $22,848 , respectively, and $6,066 and $12,256 during the three and six months ended December 31, 2015 , respectively. As of December 31, 2016 , there was $135,547 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 2.0 years. On August 15, 2016, we granted performance share units, or PSUs, associated with our new long-term incentive program. Compensation expense for our PSUs is estimated at fair value on the date of grant, which is fixed throughout the vesting period. The fair value is determined using a Monte Carlo simulation valuation model. As the PSUs include both a service and market condition the related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. For PSUs that meet the service vesting condition, the expense recognized over the requisite service period will not be reversed if the market condition is not achieved. Foreign Currency Translation Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income, net in our consolidated statements of operations. Other income, net The following table summarizes the components of other income, net: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Gains on derivatives not designated as hedging instruments (1) $ 13,477 $ 3,186 $ 13,554 $ 5,553 Currency-related gains, net (2) 14,988 2,473 12,022 7,507 Other gains (3) 2,084 2,031 2,841 3,872 Total other income, net $ 30,549 $ 7,690 $ 28,417 $ 16,932 _____________________ (1) Primarily relates to both realized and unrealized gains on derivative forward currency contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and the net currency related gains for the three and six months ended December 31, 2016 and 2015 are primarily driven by this intercompany activity. Also, unrealized gains of $7,827 and $6,393 are included for the three and six months ended December 31, 2016 , respectively. These are related to certain cross-currency swaps designated as cash flow hedges, which offset unrealized losses on the remeasurement of certain intercompany loans, also recorded in this category in the table above. The cross-currency swap contracts designated as cash flow hedges did not have an impact during the prior comparative periods. (3) The gain recognized during the three months ended December 31, 2016 , primarily relates to the gain on the sale of Plaza Create Co. Ltd. available-for-sale securities of $2,268 . During the prior comparable periods, we recognized gains related to insurance recoveries of $1,549 and $3,136 , respectively. Net Income Per Share Attributable to Cimpress N.V. Basic net income per share attributable to Cimpress N.V. is computed by dividing net income attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Cimpress N.V. gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), restricted share awards ("RSAs") and 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 December 31, Six Months Ended December 31, 2016 2015 2016 2015 Weighted average shares outstanding, basic 31,291,356 31,326,141 31,431,090 31,927,362 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 1,322,657 1,409,306 1,415,185 1,319,051 Shares used in computing diluted net income per share attributable to Cimpress N.V. 32,614,013 32,735,447 32,846,275 33,246,412 Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V. 28,031 20,703 22,586 50,438 Treasury Shares Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. During the six months ended December 31, 2016 and 2015 , we repurchased 593,763 and 2,002,835 of our ordinary shares, respectively, for a total cost of $50,008 and $142,204 , respectively, inclusive of transactions costs, in connection with our publicly announced share repurchase programs. Recently Issued or Adopted Accounting Pronouncements Issued Accounting Standards to be Adopted In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash," (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendment is effective for us on July 1, 2018 and permits early adoption. This amendment will affect the presentation of our statement of cash flows once adopted. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," (ASU 2016-16), which requires the recognition for income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for us on July 1, 2018 and permits early adoption. We are currently evaluating our adoption timing and the effect that ASU 2016-16 will have on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-04,"Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," (ASU 2016-04), which requires an entity to recognize breakage for a liability resulting from the sale of a prepaid stored-value product in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The new standard is effective for us on July 1, 2018. The standard permits early adoption and should be applied either retrospectively to each period presented or by means of a cumulative adjustment to retained earnings as of the beginning of the fiscal year adopted. We do not expect the effect of ASU 2016-04 to have a material impact on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-02,"Leases (Topic 842)," (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating lease. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019. The standard permits early adoption. We are currently evaluating our adoption timing and the effect that ASU 2016-02 will have on our consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01,"Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," (ASU 2016-01) which requires an entity to recognize the fair value change of equity securities with readily determinable fair values in net income which was previously recognized within other comprehensive income. The new standard is effective for us on July 1, 2018. The standard does not permit early adoption and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The impact of ASU 2016-01 will result in the recognition of fair value changes for our available-for-sale securities within earnings. While we do not believe the impact will be material based on our current investments, it could create volatility in our consolidated statement of operations. In July 2015, FASB issued Accounting Standards Update No. 2015-11,"Simplifying the Measurement of Inventory," (ASU 2015-11) which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for us on July 1, 2017 and will be applied prospectively as of the interim or annual period of adoption. We do not expect the effect of ASU 2015-11 to have a material impact on our consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09,"Revenue from Contracts with Customers," (ASU 2014-09) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB has elected to defer the effective date to fiscal years beginning after December 15, 2017, which would result in an effective date for us of July 1, 2018, with early application permitted one year earlier. The standard permits the use of either the retrospective or cumulative catch-up transition method. We are currently evaluating our adoption timing and the effect that ASU 2014-09 will have on our consolidated financial statements. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes our investments in marketable securities: June 30, 2016 Amortized Cost Basis (2) Unrealized gain Estimated Fair Value Available-for-sale securities Plaza Create Co. Ltd. common shares (1) $ 4,405 $ 3,488 $ 7,893 Total investments in available-for-sale securities $ 4,405 $ 3,488 $ 7,893 ________________________ (1) On December 22, 2016, we sold all available-for-sale securities held in Plaza Create Co. Ltd recognizing a gain of $2,268 as a part of other income, net, for the three and six months ended December 31, 2016 . (2) Amortized cost basis represents our initial investment adjusted for currency translation. 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: December 31, 2016 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 $ 2,180 $ — $ 2,180 $ — Cross-currency swap contracts 3,198 — 3,198 — Currency forward contracts 15,553 — 15,553 — Currency option contracts 687 — 687 — Total assets recorded at fair value $ 21,618 $ — $ 21,618 $ — Liabilities Interest rate swap contracts $ (610 ) $ — $ (610 ) $ — Cross-currency swap contracts (1,144 ) — (1,144 ) — Currency forward contracts (193 ) — (193 ) — Contingent consideration (3,024 ) — — (3,024 ) Total liabilities recorded at fair value $ (4,971 ) $ — $ (1,947 ) $ (3,024 ) June 30, 2016 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Available-for-sale securities $ 7,893 $ 7,893 $ — $ — Currency forward contracts 9,821 — 9,821 — Total assets recorded at fair value $ 17,714 $ 7,893 $ 9,821 $ — Liabilities Interest rate swap contracts $ (2,180 ) $ — $ (2,180 ) $ — Cross-currency swap contracts (8,850 ) — (8,850 ) — Currency forward contracts (315 ) — (315 ) — Contingent consideration (1,212 ) — — (1,212 ) Total liabilities recorded at fair value $ (12,557 ) $ — $ (11,345 ) $ (1,212 ) During the quarter ended December 31, 2016 and year ended June 30, 2016, 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 December 31, 2016 , 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. Contingent consideration obligations are measured at fair value and are based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes and probabilities for the contingent consideration. Certain contingent consideration obligations are valued using a Monte Carlo simulation model. We assess these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Any changes in the fair value of contingent consideration related to updated assumptions and estimates will be recognized within general and administrative expenses in the consolidated statements of operations during the period in which the change occurs. Related to the acquisition of WIRmachenDRUCK on February 1, 2016, we agreed to a contingent payment payable at our option in cash or shares during the third quarter of fiscal 2018 based on the achievement of a cumulative gross profit target for calendar years 2016 and 2017. The fair value of this contingent liability is $24,721 as of December 31, 2016 , of which $3,024 is considered contingent consideration and included in the table below. The remaining portion of the liability is classified as a compensation arrangement and is discussed in Note 9. The following table represents the changes in fair value of Level 3 contingent consideration: Six Months Ended December 31, 2016 (1) 2015 (2)(3) Balance at June 30 $ 1,212 $ 7,833 Fair value adjustment 1,946 — Foreign currency impact (134 ) (180 ) Balance at December 31 $ 3,024 $ 7,653 _____________________ (1) Classified as long-term liability on the consolidated balance sheet. (2) Classified as short-term liability on the consolidated balance sheet. (3) Contingent consideration balance as of December 31, 2015, which related to our Printdeal acquisition, was paid during the fourth quarter of fiscal 2016. As of December 31, 2016 and June 30, 2016, the carrying amounts of our cash and cash equivalents, accounts receivables, accounts payable, and other current liabilities approximated their estimated fair values. As of December 31, 2016 and June 30, 2016 the carrying value of our debt, excluding debt issuance costs and debt discounts was $882,651 and $685,897 , respectively, and the fair value was $909,856 and $686,409 , respectively. Our debt at December 31, 2016 includes variable rate debt instruments indexed to LIBOR that resets periodically and 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. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 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 effective portion of changes in the fair value of the derivative is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, then the ineffective portion of the change in fair value of the derivative is recognized directly in earnings. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings, as a component of other 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. A portion of one of our interest rate swap contracts was deemed to be ineffective during the three and six months ended December 31, 2016 and 2015. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense as interest payments are accrued or made on our variable-rate debt. As of December 31, 2016 , we estimate that $418 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending December 31, 2017. As of December 31, 2016 , we had five outstanding interest rate swap contracts indexed to one-month LIBOR . These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2023. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of December 31, 2016 $ 65,000 Contracts with a future start date 145,000 Total $ 210,000 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 December 31, 2016 , we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $120,011 , both maturing during June 2019. 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. During the three and six months ended December 31, 2016 , we recorded unrealized gains, net of tax, in accumulated other comprehensive loss in the amount of $6,731 and $4,711 , respectively. Amounts reported in accumulated other comprehensive loss will be reclassified to other income, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of December 31, 2016 , we estimate that $2,348 will be reclassified from accumulated other comprehensive loss to other income, net during the twelve months ending December 31, 2017. Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S. Dollar. As of December 31, 2016 , we had two outstanding cross-currency swap contracts designated as net investment hedges with a total notional amount of $122,969 , both maturing during April 2019. We entered into the two cross-currency swap contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. During the three and six months ended December 31, 2016 , we recorded unrealized gains, net of tax, in accumulated other comprehensive loss as a component of our cumulative translation adjustment in the amount of $6,883 and $4,824 , respectively, and $2,510 and $2,929 , for the three and six months ended December 31, 2015 , respectively. We did not hold any ineffective cross-currency swaps during the three and six months ended December 31, 2016 and 2015 . Other Currency Contracts We execute currency forward contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. Dollar, and as part of our acquisition of National Pen, we assumed additional outstanding currency option contracts. As of December 31, 2016 , we had one currency forward contract designated as a net investment hedge with a total notional amount of $31,727 , maturing during June 2019. We entered into this contract to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. We have elected not to apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, 2016 and 2015 , we have experienced volatility within other income, net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward contracts. Due to the timing of our acquisition of National Pen, the acquired currency option contracts did not impact our consolidated statement of operations. 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 December 31, 2016 , we had the following outstanding currency forward contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Australian Dollar, Canadian Dollar, Danish Krone, Euro, British Pound, Indian Rupee, New Zealand Dollar, Norwegian Krone, Swedish Krona, and Swiss Franc: Notional Amount Effective Date Maturity Date Number of Instruments Index $213,344 October 2015 through October 2016 Various dates through March 2018 309 Various As of December 31, 2016 , we also had 27 outstanding currency option contracts assumed as part of the National Pen acquisition that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Canadian Dollar, Euro, British Pound, Swedish Krona, Japanese Yen and Swiss Franc. The total notional amount was $10,080 , with effective dates from April 2016 through September 2016 and maturity dates through December 2017. 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 December 31, 2016 and June 30, 2016 : December 31, 2016 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in consolidated balance sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in consolidated balance sheet Net amount Derivatives in Cash Flow Hedging Relationships Interest rate swaps Other non-current assets $ 2,512 $ (332 ) $ 2,180 Other current liabilities / other liabilities $ (610 ) $ — $ (610 ) Cross-currency swaps Other non-current assets 3,198 — 3,198 Other liabilities — — — Derivatives in Net Investment Hedging Relationships Cross-currency swaps Other non-current assets — — — Other liabilities (1,144 ) — (1,144 ) Currency forward contracts Other non-current assets 1,117 — 1,117 Other liabilities — — — Total derivatives designated as hedging instruments $ 6,827 $ (332 ) $ 6,495 $ (1,754 ) $ — $ (1,754 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 15,174 $ (738 ) $ 14,436 Other current liabilities / other liabilities $ (193 ) $ — $ (193 ) Currency option contracts Other current assets / other assets 687 — 687 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 15,861 $ (738 ) $ 15,123 $ (193 ) $ — $ (193 ) June 30, 2016 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in consolidated balance sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in consolidated balance sheet Net amount Derivatives in Cash Flow Hedging Relationships Interest rate swaps Other non-current assets $ — $ — $ — Other current liabilities / other liabilities $ (2,180 ) $ — $ (2,180 ) Cross-currency swaps Other non-current assets — — — Other liabilities (2,080 ) — (2,080 ) Derivatives in Net Investment Hedging Relationships Cross-currency swaps Other non-current assets — — — Other liabilities (6,770 ) — (6,770 ) Currency forward contracts Other non-current assets — — — Other liabilities (165 ) — (165 ) Total derivatives designated as hedging instruments $ — $ — $ — $ (11,195 ) $ — $ (11,195 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets $ 10,748 $ (927 ) $ 9,821 Other current liabilities $ (508 ) $ 358 $ (150 ) Total derivatives not designated as hedging instruments $ 10,748 $ (927 ) $ 9,821 $ (508 ) $ 358 $ (150 ) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss for the three and six months ended December 31, 2016 and 2015 : Derivatives in Hedging Relationships Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion) Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Interest rate swaps $ 2,513 $ 464 $ 2,764 $ (462 ) Cross-currency swaps 6,731 — 4,711 — Derivatives in Net Investment Hedging Relationships Cross-currency swaps 6,883 2,510 4,824 2,929 Currency forward contracts 1,395 — 939 — $ 17,522 $ 2,974 $ 13,238 $ 2,467 The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2016 and 2015 : Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss to Net Income Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Interest rate swaps $ 117 $ (286 ) $ (38 ) $ (588 ) Interest expense, net Cross-currency swaps 8,450 — 7,497 — Other income, net Total before income tax 8,567 (286 ) 7,459 (588 ) Income before income taxes Income tax (2,142 ) 72 (1,865 ) 148 Income tax provision Total $ 6,425 $ (214 ) $ 5,594 $ (440 ) The following table presents the adjustment to fair value recorded within the consolidated statements of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of the ineffective portion and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period: Amount of Gain (Loss) Recognized in Net Income Location of Gain (Loss) Recognized in Income (Ineffective Portion) Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives not designated as hedging instruments Currency contracts $ 13,224 $ 3,189 $ 13,301 $ 5,563 Other income, net Interest rate swaps 253 (3 ) 253 (10 ) Other income, net $ 13,477 $ 3,186 $ 13,554 $ 5,553 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Loss The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $4,690 , for the six months ended December 31, 2016: Gains (losses) on cash flow hedges (1) Gains (losses) on available for sale securities Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2016 $ (2,322 ) $ 3,488 $ (2,551 ) $ (106,630 ) $ (108,015 ) Other comprehensive income (loss) before reclassifications 7,475 (5,756 ) 36 (34,329 ) (32,574 ) Amounts reclassified from accumulated other comprehensive loss to net income (5,594 ) 2,268 — — (3,326 ) Net current period other comprehensive income (loss) 1,881 (3,488 ) 36 (34,329 ) (35,900 ) Balance as of December 31, 2016 $ (441 ) $ — $ (2,515 ) $ (140,959 ) $ (143,915 ) ________________________ (1) Gains (losses) on cash flow hedges include our interest rates swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) Translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains (losses), net of tax, of $1,107 and $(4,965) have been included in accumulated other comprehensive loss as of December 31, 2016 and June 30, 2016 , respectively. |
Waltham Lease (Notes)
Waltham Lease (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Waltham and Lexington Lease [Abstract] | |
Waltham and Lexington Lease Arrangements Disclosure [Text Block] | Waltham Lease Arrangement In July 2013, we executed a lease agreement to move our Lexington, Massachusetts, USA operations to a yet to be constructed facility in Waltham, Massachusetts, USA. During the first quarter of fiscal 2016, the building was completed and we commenced lease payments in September 2015 and will make lease payments through September 2026. For accounting purposes, we were deemed to be the owner of the Waltham building during the construction period and accordingly we recorded the construction project costs incurred by the landlord as an asset with a corresponding financing obligation on our balance sheet. We evaluated the Waltham lease in the first quarter of fiscal 2016 and determined the transaction did not meet the criteria for "sale-leaseback" treatment due to our planned subleasing activity over the term of the lease. Accordingly, we began depreciating the asset and incurring interest expense related to the financing obligation recorded on our consolidated balance sheet. We bifurcate the lease payments pursuant to the Waltham lease into (i) a portion that is allocated to the building and (ii) a portion that is allocated to the land on which the building was constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in fiscal 2014. Property, plant and equipment, net, included $118,104 and $120,168 as of December 31, 2016 and June 30, 2016 , respectively, related to the building. The financing lease obligation and deferred rent credit related to the building on our consolidated balance sheets was $121,050 and $122,801 as of December 31, 2016 and June 30, 2016 , respectively. |
Business Combinations (Notes)
Business Combinations (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations Acquisition of National Pen Co. LLC On December 30, 2016, we acquired 100% of the equity interests of National Pen Co. LLC, a manufacturer and marketer of custom writing instruments for small- and medium-sized businesses. At closing, we paid $214,573 in cash, subject to post closing adjustments based on acquired cash, debt and working capital balances. The acquisition supports our strategy to build competitively differentiated supply chain capabilities that we can make available via our mass customization platform, which we bring to market through a portfolio of focused brands. We expect National Pen will also complement our organic investments in technology and supply chain capabilities for promotional products, apparel and gift offerings. The table below details the consideration transferred to acquire National Pen: Cash consideration $ 214,573 Estimated post-closing adjustments (2,369 ) Total purchase price $ 212,204 The excess purchase price over the fair value of National Pen's net assets was recorded as goodwill, which is primarily attributable to the value of their workforce, their manufacturing and marketing process and know-how, as well as synergies which include leveraging their scale-based sourcing channels, integrating into our mass customization platform, and supporting the development of their e-commerce platform. Goodwill has been attributed to the National Pen business unit reportable segment. Upon finalizing our valuation analysis, we expect to allocate a portion of goodwill to the Vistaprint business unit for certain synergies that are expected to be realized by the Vistaprint business unit as a result of the acquisition. Our preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition is subject to change upon finalizing our valuation analysis, including certain valuation assumptions and tax matters. The final determination may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates, which are expected to be finalized prior to the end of fiscal 2017. Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 8,337 n/a Accounts receivable, net 20,921 n/a Inventory 19,854 n/a Other current assets 12,454 n/a Property, plant and equipment, net 29,472 n/a Other non-current assets 1,133 n/a Accounts payable (12,546 ) n/a Accrued expenses (17,967 ) n/a Other current liabilities (1,016 ) Deferred tax liabilities (1) (28,645 ) n/a Long-term liabilities (9,586 ) n/a Identifiable intangible assets: Acquired intangible assets (2) 106,000 7-11 Goodwill 83,793 n/a Total purchase price $ 212,204 _____________________ (1) Calculated based on our preliminary estimates of fair value and subject to change. (2) Acquired intangible assets include our preliminary estimates of fair value for customer relationships, trade name and developed technology assets and their related useful lives. We expect to finalize our analysis prior to the end of fiscal 2017, and as such these preliminary estimates may change. National Pen Pro Forma Financial Information National Pen has been included in our consolidated financial statements starting on its acquisition date. For the second quarter of fiscal 2017, the National Pen balance sheet and impact of the acquisition on our cash flow has been included in our consolidated financial statements. Due to the timing of the acquisition, there is no impact to our consolidated statement of operations, other than related transaction costs. The following unaudited pro forma financial information presents our results as if the National Pen acquisition had occurred on July 1, 2015. The pro forma financial information for all periods presented adjusts for the effects of material business combination items, including estimated amortization of acquired intangible assets and transaction related costs. The unaudited pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the periods presented: Six Months Ended December 31, 2016 2015 Pro forma revenue $ 1,176,924 $ 1,022,710 Pro forma net income attributable to Cimpress 8,599 74,307 We utilized proceeds from our credit facility in order to finance the acquisition. In connection with the acquisition, we incurred $1,505 in general and administrative expenses during the three and six months ended December 31, 2016 , primarily related to legal, financial, and other professional services. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets Goodwill The carrying amount of goodwill by reportable segment is as follows: Vistaprint business unit Upload and Print business units National Pen business unit All Other Total Balance as of June 30, 2016 $ 121,752 $ 319,373 $ — $ 24,880 $ 466,005 Acquisitions (1) — — 83,793 — 83,793 Effect of currency translation adjustments (2) (3,527 ) (16,920 ) — (456 ) (20,903 ) Balance as of December 31, 2016 $ 118,225 $ 302,453 $ 83,793 $ 24,424 $ 528,895 _________________ (1) See Note 7 for additional details related to our acquisition of National Pen. Our purchase accounting is preliminary as of December 31, 2016, so we expect this goodwill amount will change as we finalize our analysis prior to the end of fiscal 2017. In conjunction with the finalization of our purchase accounting, we will allocate a portion of goodwill to the Vistaprint business unit as we expect certain synergies will be realized by the Vistaprint business unit as a result of the acquisition. (2) Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. Acquired Intangible Assets Acquired intangible assets amortization expense for the three and six months ended December 31, 2016 was $9,879 and $20,092 , respectively, compared to $9,588 and $19,302 for the prior comparative periods, respectively. |
Other Balance Sheet Components
Other Balance Sheet Components (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Other Balance Sheet Components Accrued expenses included the following: December 31, 2016 June 30, 2016 Compensation costs (1) $ 43,488 $ 59,207 Income and indirect taxes (2) 66,784 39,802 Advertising costs 31,681 26,372 Shipping costs (3) 14,118 6,843 Interest payable 5,331 5,172 Purchases of property, plant and equipment 5,619 4,614 Production costs (3) 11,374 3,251 Sales returns 4,635 2,882 Professional costs 2,342 1,543 Other 38,560 29,301 Total accrued expenses (4) $ 223,932 $ 178,987 _____________________ (1) The decrease in compensation costs is primarily due to payment of our fiscal 2016 bonus and long-term incentive program in the first quarter of fiscal 2017. Effective July 1, 2016, we transitioned the annual bonus program to be included in team members' base salary. These amounts are therefore paid on our typical payroll schedule. (2) The increase in income and indirect taxes is primarily due to increased sales during the second quarter of fiscal 2017 which resulted in additional VAT across several of our locations, as well as an increase in income tax payable. (3) The increase in shipping and production cost accruals is primarily due to increased sales during the second quarter of fiscal 2017 which is the result of increased seasonal volume, thus increasing shipping and third-party fulfillment costs. (4) The increase in accrued expenses was also impacted by our acquisition of National Pen, resulting in an additional $17,967 of accruals as of December 31, 2016, which are included in each of the respective categories within the table. Other current liabilities included the following: December 31, 2016 June 30, 2016 Current portion of lease financing obligation $ 12,569 $ 12,569 Current portion of capital lease obligations 10,355 8,011 Other 1,310 2,055 Total other current liabilities $ 24,234 $ 22,635 Other liabilities included the following: December 31, 2016 June 30, 2016 Contingent earn-out liability $ 24,721 $ 3,146 Long-term capital lease obligations 26,622 21,318 Long-term derivative liabilities 1,962 10,949 Other 24,808 24,760 Total other liabilities $ 78,113 $ 60,173 The contingent earn-out liability included within other liabilities relates to the sliding scale earn-out for our 2016 WIRmachenDRUCK acquisition. Under the original terms of the arrangement, a portion of the earn-out attributed to the minority selling shareholders was included as a component of purchase consideration as of the acquisition date, with any subsequent changes to fair value recognized within general and administrative expense. The remaining portion of the amount payable to the two majority selling shareholders in the WIRmachenDRUCK acquisition was not included as part of the purchase consideration as of the acquisition date as it was contingent upon their post-acquisition employment and planned to be recognized as expense through the required employment period. During the first quarter of fiscal 2017, in response to a statutory tax notice we amended the terms of the compensation portion of the arrangement with the two majority selling shareholders and we removed the post-acquisition employment requirement. As the arrangement was no longer contingent upon continued employment, we accelerated the recognition of the remaining unrecognized compensation expense, $7,034 of additional expense as of the amendment date, as part of general and administrative expense during the first quarter of fiscal 2017. In addition, the estimated fair value of the contingent liability payable to all selling shareholders in the WIRmachenDRUCk acquisition increased, due to the recent business performance relative to performance targets and the time value impact within the Monte Carlo simulation model. We recognized $6,746 and $15,732 of additional expense for the fair value change during the three and six months ended December 31, 2016 , respectively, as part of general and administrative expense. As of December 31, 2016 , the total liability is $24,721 , of which $21,697 relates to the majority shareholders and $3,024 relates to the minority shareholders, which is further discussed in Note 3. |
Debt (Notes)
Debt (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Debt December 31, 2016 June 30, 2016 Senior secured credit facility $ 599,683 $ 400,809 7.0% Senior unsecured notes due 2022 275,000 275,000 Other 7,968 10,088 Debt issuance costs and debt discounts (6,538 ) (7,386 ) Total debt outstanding, net 876,113 678,511 Less short-term debt (1) 46,115 21,717 Long-term debt $ 829,998 $ 656,794 _____________________ (1) Balances as of December 31, 2016 and June 30, 2016 are both inclusive of short-term debt issuance costs and debt discounts of $1,693 in both periods. Our Debt Our various debt arrangements described below contain customary representations, warranties and events of default. As of December 31, 2016 , we were in compliance with all financial and other covenants related to our debt. Indenture and Senior Unsecured Notes due 2022 On March 24, 2015, we completed a private placement of $275,000 in aggregate principal amount of 7.0% senior unsecured notes due 2022 (the “Notes”). We issued the Notes pursuant to a senior notes indenture dated as of March 24, 2015 among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank, N.A., as trustee (the "Indenture"). We used the proceeds from the Notes to pay outstanding indebtedness under our unsecured line of credit and our senior secured credit facility and for general corporate purposes. The Notes bear interest at a rate of 7.0% per annum and mature on April 1, 2022. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2015, to the holders of record of the Notes at the close of business on March 15 and September 15, respectively, preceding such interest payment date. The Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt. The Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities will guarantee the Notes. The Indenture contains various covenants, including covenants that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates. At any time prior to April 1, 2018, we may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest to, but not including, the redemption date. In addition, at any time prior to April 1, 2018, we may redeem up to 35% of the aggregate outstanding principal amount of the Notes at a redemption price equal to 107.0% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after April 1, 2018, we may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to, but not including, the redemption date. Senior Secured Credit Facility As of December 31, 2016 , we have a senior secured credit facility of $822,000 as follows: • Revolving loans of $690,000 with a maturity date of September 23, 2019 • Term loan of $132,000 amortizing over the loan period, with a final maturity date of September 23, 2019 Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on LIBOR plus 1.50% to 2.25% depending on our leverage ratio, which is the ratio of our consolidated total indebtedness to our consolidated EBITDA, as defined by the credit agreement. As of December 31, 2016 , the weighted-average interest rate on outstanding borrowings was 2.65% , inclusive of interest rate swap rates. We must also pay a commitment fee on unused balances of 0.225% to 0.400% depending on our leverage ratio. We have pledged the assets and/or share capital of several of our subsidiaries as collateral for our outstanding debt as of December 31, 2016 . Other debt Other debt consists of term loans acquired primarily as part of our fiscal 2015 acquisition of Exagroup SAS. As of December 31, 2016 we had $7,968 outstanding for those obligations that are payable through September 2024. |
Income Taxes (Notes)
Income Taxes (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense was $19,601 and $9,787 for the three and six months ended December 31, 2016 , respectively, as compared to $6,148 and $9,327 for the prior periods. The increase in income tax expense is attributable to a higher consolidated annual effective tax rate forecasted for fiscal 2017 as compared to fiscal 2016. We are forecasting a higher annual effective tax rate in fiscal 2017 due to an expected decrease to, and less favorable geographical mix of, consolidated pre-tax earnings including continued losses in certain jurisdictions where we are unable to recognize a full tax benefit in the current period. We also have losses in certain jurisdictions where we are able to recognize a tax benefit in the current period, but for which the cash benefit is expected to be realized in a future period. We expect the acquisition of National Pen will have a favorable impact to income tax expense for fiscal 2017. During the three and six months ended December 31, 2016, we recognized a tax benefit of $425 and $4,614 , respectively due to share based compensation as compared to $901 and $1,692 for the comparable prior periods. Additionally, income tax expense for the same prior periods in fiscal 2016 was reduced by $893 related to the extension of the fiscal 2015 US R&D credit. On October 1, 2013, we made changes to our corporate entity operating structure, including transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving operations and business model. The transfer of assets occurred between wholly owned legal entities within the Cimpress group that are based in different tax jurisdictions. As the impact of the transfer was the result of an intra-entity transaction, any resulting gain or loss and immediate tax impact on the transfer is eliminated and not recognized in the consolidated financial statements under U.S. GAAP. The transferor entity recognized a gain on the transfer of assets that was not subject to income tax in its local jurisdiction. Our subsidiary based in Switzerland was the recipient of the intellectual property. In accordance with Swiss tax law, we are entitled to amortize the fair market value of the intellectual property received at the date of transfer over five years for tax purposes. As a result of this amortization, we are expecting a loss for Swiss tax purposes during fiscal year 2017. As of December 31, 2016 , we had a net liability for unrecognized tax benefits included in the balance sheet of $4,894 , including accrued interest and penalties of $258 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. Of the total amount of unrecognized tax benefits, approximately $2,337 will reduce the effective tax rate if recognized. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $400 to $500 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2013 through 2016 remain open for examination by the United States Internal Revenue Service and the years 2011 through 2016 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. |
Noncontrolling interest (Notes)
Noncontrolling interest (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Noncontrolling Interests In certain of our strategic investments we have purchased a controlling equity stake, but there remains a minority portion of the equity that is owned by a third party. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity. Redeemable noncontrolling interests On April 15, 2015, we acquired 70% of the outstanding shares of Exagroup SAS. The remaining 30% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The Exagroup noncontrolling interest, redeemable at a fixed amount of €39,000 , was recorded at its fair value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount exceeds its carrying value. As of December 31, 2016 , the redemption value is less than the carrying value, and therefore no adjustment is required. On April 3, 2014, we acquired 97% of the outstanding corporate capital of Pixartprinting S.p.A. The remaining 3% was considered a redeemable noncontrolling equity interest, as it was redeemable for cash based on financial results and was not solely within our control. During the quarter ended December 31, 2016 , we purchased the remaining equity interest for €10,406 ( $10,947 based on the exchange rate as of the redemption date). We previously owned a 51% controlling interest in a joint business arrangement with Plaza Create Co. Ltd., a leading Japanese retailer of photo products, to expand our market presence in Japan. During the quarter ended December 31, 2016 , we purchased the remaining 49% noncontrolling interest for $9,352 . The purchase was recognized as an equity transaction, which resulted in the difference between the carrying value of the noncontrolling interest and purchase price, adjusted within additional paid-in capital. Noncontrolling interest On August 7, 2014, we made a capital investment in Printi LLC as described in Note 13. The noncontrolling interest was recorded at its estimated fair value as of the investment date. The allocation of the net loss of the operations to the noncontrolling interest considers our stated liquidation preference in applying the loss to each party. The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable noncontrolling interests Noncontrolling interest Balance as of June 30, 2016 $ 65,301 $ 351 Capital contribution from noncontrolling interest 1,404 — Accretion to redemption value recognized in net loss attributable to noncontrolling interest (1) 372 — Net loss attributable to noncontrolling interest (1,312 ) 7 Purchase of noncontrolling interests (20,299 ) — Foreign currency translation (3,642 ) (35 ) Balance as of December 31, 2016 $ 41,824 $ 323 (1) During the quarter ended December 31, 2016, the Pixartprinting noncontrolling interest was purchased and the adjustment was recognized to adjust the carrying value to the redemption amount. |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity Disclosure [Text Block] | Variable Interest Entity ("VIE") On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment provides us access to a newer market and the opportunity to drive longer-term growth in Brazil. As of December 31, 2016 , we have a 49.99% equity interest in Printi. Based upon the level of equity investment at risk, Printi is considered a variable interest entity. The shareholders of Printi share profits and voting control on a pro-rata basis. While we do not manage the day to day operations of Printi, we do have the unilateral ability to exercise participating voting rights for specific transactions and as such no one shareholder is considered to be the primary beneficiary. However, certain significant shareholders cannot transfer their equity interests without our approval and as a result are considered de facto agents on our behalf in accordance with ASC 810-10-25-43. In aggregating our rights, as well as those of our de facto agents, the group as a whole has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses and the right to receive benefits from the entity. In situations where a de facto agency relationship is present, one party is required to be identified as the primary beneficiary and the evaluation requires significant judgment. The factors considered include the presence of a principal/agent relationship, the relationship and significance of activities to the reporting entity, the variability associated with the VIE's anticipated economics and the design of the VIE. The analysis is qualitative in nature and is based on weighting the relative importance of each of the factors in relation to the specifics of the VIE arrangement. Upon our investment we performed an analysis and concluded that we are the party that is most closely associated with Printi, as we are most exposed to the variability of the economics and therefore considered the primary beneficiary. We have call options with certain employee shareholders to increase our ownership in Printi incrementally over an eight -year period. As the employees' restricted stock in Printi is contingent on post-acquisition employment, share-based compensation will be recognized over the four -year vesting period. The awards are considered liability awards and will be marked to fair value each reporting period. In order to estimate the fair value of the award as of December 31, 2016 , we utilized a lattice model with a Monte Carlo simulation. The current fair value of the award is $5,998 and we have recognized $398 and $784 in general and administrative expense for the three and six months ended December 31, 2016 , respectively, compared to $410 and $781 in the prior periods, respectively. |
Segment Information (Notes)
Segment Information (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of December 31, 2016 we have several operating segments under our management reporting structure which are reported in the following four reportable segments: • Vistaprint business unit - Includes the operations of our Vistaprint-branded websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies. • Upload and Print business units - Includes the results of our druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, Tradeprint, and WIRmachenDRUCK branded businesses. • National Pen business unit - Includes the global operations of our National Pen branded businesses, which manufacture and market custom writing instruments and promotional products, apparel and gifts. • All Other business units - Includes the operations of our Albumprinter and Most of World business units and newly formed Corporate Solutions business unit. Our Most of World business unit is focused on our emerging market portfolio, including operations in Brazil, China, India and Japan. The Corporate Solutions business unit focuses on delivering volume and revenue via partnerships. These business units have been combined into one reportable segment based on materiality. Consistent with our historical reporting, the cost of our global legal, human resource, finance, facilities management, software and manufacturing engineering, the global component of our IT operations functions, and certain start-up costs related to new product introductions and manufacturing technologies are generally not allocated to the reporting segments and are instead reported and disclosed under the caption "Corporate and global functions." Corporate and global functions is a cost center and does not meet the definition of an operating segment. Under our new incentive compensation plan we granted PSUs during the first quarter of fiscal 2017. The PSU expense value is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our business unit results, we allocate the straight-line portion of the fixed grant value to our business units. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within corporate and global functions. Adjusted net operating profit is the primary metric by which our CODM measures segment financial performance. Certain items are excluded from segment adjusted net operating profit, such as acquisition-related amortization and depreciation, expense recognized for contingent earn-out related charges, including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense and restructuring charges. A portion of the interest expense associated with our Waltham lease is included as expense in adjusted net operating profit and allocated based on headcount to the appropriate business unit or corporate and global function. The interest expense represents a portion of the cash rent payment and is considered an operating expense for purposes of measuring our segment performance. There are no internal revenue transactions between our operating segments, and we do not allocate non-operating income to our segment results. All intersegment transfers are recorded at cost for presentation to the CODM, for example, we allocate costs related to products manufactured by our global network of production facilities to the applicable operating segment. There is no intercompany profit or loss recognized on these transactions. The following factors, among others, may limit the comparability of adjusted net operating profit by segment: • We do not allocate global support costs across operating segments or corporate and global functions. • Some of our acquired operations in our Upload and Print business units and All Other business units segments are burdened by the costs of their local finance, HR, and other administrative support functions, whereas other business units leverage our global functions and do not receive an allocation for these services. • Our All Other business units reporting segment includes our Most of World business unit, which has operating losses as it is in its early stage of investment relative to the scale of the underlying business. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. Revenue by segment is based on the business unit-specific websites through which the customer’s order was transacted. Due to the timing of our acquisition of National Pen on December 30, 2016, the National Pen business unit did not impact our statements of operations for the periods presented and has been excluded from the tables below. The following tables set forth revenue, adjusted net operating profit by reportable segment, total income from operations and total income before taxes. Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Revenue: Vistaprint business unit $ 379,414 $ 354,783 $ 664,836 $ 622,252 Upload and Print business units 152,388 93,277 284,345 169,815 All Other business units 45,049 48,214 71,383 79,955 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Adjusted net operating profit by segment: Vistaprint business unit $ 101,572 $ 115,734 $ 159,789 $ 180,196 Upload and Print business units 19,338 15,520 35,452 26,970 All Other business units (1,968 ) 6,881 (11,577 ) 5,796 Total adjusted net operating profit by segment 118,942 138,135 183,664 212,962 Corporate and global functions (68,463 ) (54,592 ) (132,400 ) (106,540 ) Acquisition-related amortization and depreciation (10,019 ) (9,655 ) (20,232 ) (19,437 ) Earn-out related charges (1) (7,010 ) (3,413 ) (23,257 ) (3,702 ) Share-based compensation related to investment consideration (601 ) (1,735 ) (4,704 ) (2,537 ) Certain impairments (2) — (3,022 ) — (3,022 ) Restructuring related charges (1,100 ) (110 ) (1,100 ) (381 ) Interest expense for Waltham lease 1,956 2,001 3,926 2,351 Total income from operations 33,705 67,609 5,897 79,694 Other income, net 30,549 7,690 28,417 16,932 Interest expense, net (9,631 ) (10,160 ) (19,535 ) (18,286 ) Income before income taxes $ 54,623 $ 65,139 $ 14,779 $ 78,340 ___________________ (1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. (2) Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment." Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Depreciation and amortization: Vistaprint business unit $ 14,813 $ 10,195 $ 26,086 $ 20,057 Upload and Print business units 13,398 10,519 27,508 20,549 All Other business units 3,655 4,921 7,259 9,970 Corporate and global functions 5,111 6,170 11,529 11,487 Total depreciation and amortization $ 36,977 $ 31,805 $ 72,382 $ 62,063 Enterprise Wide Disclosures: The following tables set forth revenues by geographic area and groups of similar products and services: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 United States $ 223,510 $ 207,663 $ 411,465 $ 387,076 Non-United States (1) 353,341 288,611 609,099 484,946 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Physical printed products and other (2) $ 562,233 $ 480,217 $ 990,947 $ 839,245 Digital products/services 14,618 16,057 29,617 32,777 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 ___________________ (1) Our non-United States revenue includes the Netherlands, our country of domicile. (2) Other revenue includes miscellaneous items which account for less than 1% of revenue. The following tables set forth long-lived assets by geographic area: December 31, 2016 June 30, 2016 Long-lived assets (3): Netherlands $ 94,834 $ 91,053 Canada 87,082 89,888 Switzerland 43,731 38,501 Italy 36,201 34,086 United States 51,010 32,977 France 22,055 24,561 Australia 22,583 24,358 Japan 19,950 23,213 Jamaica 22,004 22,604 Other 63,880 53,059 Total $ 463,330 $ 434,300 ___________________ (3) Excludes goodwill of $528,895 and $466,005 , intangible assets, net of $292,591 and $216,970 , the Waltham lease asset of $118,104 and $120,168 , and deferred tax assets of $18,344 and $26,093 as of December 31, 2016 and June 30, 2016 , respectively. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments We have commitments under operating leases for our facilities that expire on various dates through 2026, including the Waltham lease arrangement discussed in Note 6. Total lease expense, net of sublease income for the three and six months ended December 31, 2016 was $4,021 and $6,292 , respectively, and $2,747 and $6,849 for the three and six months ended December 31, 2015 , respectively. The decrease in total lease expense during fiscal 2016 as compared to the prior comparable periods is due to the move to our Waltham, Massachusetts facility during the first quarter of fiscal 2016 and the treatment of the related lease similar to a capital lease, with cash payments allocated to depreciation expense and interest expense. We also lease certain machinery and plant equipment under both capital and operating lease agreements that expire at various dates through 2022. The aggregate carrying value of the leased equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, 2016 , is $35,882 , net of accumulated depreciation of $22,465 ; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at December 31, 2016 amounts to $36,977 . Purchase Obligations At December 31, 2016 , we had unrecorded commitments under contract of $74,388 , which were primarily composed of commitments for production and computer equipment purchases of approximately $28,717 . Production and computer equipment purchases relates partially to a two year purchase commitment for equipment with one of our suppliers. In addition, we had purchase commitments for third-party web services of $5,000 , professional and consulting fees of approximately $10,212 , inventory purchase commitments of $2,819 , commitments for advertising campaigns of $1,692 , and other unrecorded purchase commitments of $25,948 . Other Obligations We have an outstanding installment obligation of $8,027 related to the fiscal 2012 intra-entity transfer of the intellectual property of our subsidiary Webs, Inc., which results in tax being paid over a 7.5 year term and has been classified as a deferred tax liability in our consolidated balance sheet as of December 31, 2016 . Other obligations also includes a contingent earn-out liability for our recent WIRmachenDRUCK acquisition, based on the achievement of certain financial targets, payable at our option in cash or ordinary shares in fiscal 2018 of $24,721 . Refer to Note 9 for additional discussion related to the contingent earn-out liability. In addition, we have deferred payments related to our fiscal 2015 and 2016 acquisitions of $2,434 in aggregate. Legal Proceedings We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. In all cases, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On January 23, 2017, the Supervisory Board of Cimpress N.V. approved a plan to restructure the company and implement organizational changes that will deeply decentralize the company’s operations in order to improve accountability for customer satisfaction and capital returns, simplify decision-making, and improve the speed of execution. We intend to transfer approximately 3,000 team members that are currently part of central teams into our business units. We also intend to reduce the scope of certain other roles and functions that are currently performed centrally, which would lead to the elimination of approximately 160 positions, or approximately 1.6 percent of our current workforce, and reduce planned hiring in targeted areas. As part of the changes, we intend to eliminate the positions of four Cimpress executive officers who, as a result, will leave the company. We expect to complete the majority of the changes during the third quarter of fiscal year 2017. Certain of the planned actions are subject to mandatory consultations with employees, works councils and governmental authorities. We estimate that we will incur an aggregate pre-tax restructuring charge of approximately $28,000 to $31,000 , which includes $22,000 to $25,000 of severance-related expense and approximately $6,000 of other restructuring charges. Of the total estimated restructuring charge, we expect approximately $19,000 to $21,000 of cash expenditures, of which the majority is expected to be paid by the end of fiscal year 2017, and approximately $9,000 to $10,000 of non-cash expenditures, consisting primarily of accelerated share-based compensation expense. The actual timing and costs of the plan may differ from our current expectations and estimates. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | |
Treasury Shares Accounting Method [Policy Text Block] | Treasury Shares Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. During the six months ended December 31, 2016 and 2015 , we repurchased 593,763 and 2,002,835 of our ordinary shares, respectively, for a total cost of $50,008 and $142,204 , respectively, inclusive of transactions costs, in connection with our publicly announced share repurchase programs. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair statement of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The consolidated financial statements include the accounts of Cimpress N.V., 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. Operating results for the three and six months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017 or for any other period. The consolidated balance sheet at June 30, 2016 has been derived from our audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2016 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Foreign Currency Translation | Foreign Currency Translation Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income, net in our consolidated statements of operations. |
Other Income (expense), net | Other income, net The following table summarizes the components of other income, net: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Gains on derivatives not designated as hedging instruments (1) $ 13,477 $ 3,186 $ 13,554 $ 5,553 Currency-related gains, net (2) 14,988 2,473 12,022 7,507 Other gains (3) 2,084 2,031 2,841 3,872 Total other income, net $ 30,549 $ 7,690 $ 28,417 $ 16,932 _____________________ (1) Primarily relates to both realized and unrealized gains on derivative forward currency contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and the net currency related gains for the three and six months ended December 31, 2016 and 2015 are primarily driven by this intercompany activity. Also, unrealized gains of $7,827 and $6,393 are included for the three and six months ended December 31, 2016 , respectively. These are related to certain cross-currency swaps designated as cash flow hedges, which offset unrealized losses on the remeasurement of certain intercompany loans, also recorded in this category in the table above. The cross-currency swap contracts designated as cash flow hedges did not have an impact during the prior comparative periods. (3) The gain recognized during the three months ended December 31, 2016 , primarily relates to the gain on the sale of Plaza Create Co. Ltd. available-for-sale securities of $2,268 . During the prior comparable periods, we recognized gains related to insurance recoveries of $1,549 and $3,136 |
Net Income Per Share | Net Income Per Share Attributable to Cimpress N.V. Basic net income per share attributable to Cimpress N.V. is computed by dividing net income attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Cimpress N.V. gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), restricted share awards ("RSAs") and 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 December 31, Six Months Ended December 31, 2016 2015 2016 2015 Weighted average shares outstanding, basic 31,291,356 31,326,141 31,431,090 31,927,362 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 1,322,657 1,409,306 1,415,185 1,319,051 Shares used in computing diluted net income per share attributable to Cimpress N.V. 32,614,013 32,735,447 32,846,275 33,246,412 Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V. 28,031 20,703 22,586 50,438 |
Share-Based Compensation | Share-Based Compensation During the three and six months ended December 31, 2016 , we recorded share-based compensation expense of $11,277 and $22,848 , respectively, and $6,066 and $12,256 during the three and six months ended December 31, 2015 , respectively. As of December 31, 2016 , there was $135,547 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 2.0 years. On August 15, 2016, we granted performance share units, or PSUs, associated with our new long-term incentive program. Compensation expense for our PSUs is estimated at fair value on the date of grant, which is fixed throughout the vesting period. The fair value is determined using a Monte Carlo simulation valuation model. As the PSUs include both a service and market condition the related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. For PSUs that meet the service vesting condition, the expense recognized over the requisite service period will not be reversed if the market condition is not achieved. |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements Issued Accounting Standards to be Adopted In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash," (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendment is effective for us on July 1, 2018 and permits early adoption. This amendment will affect the presentation of our statement of cash flows once adopted. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," (ASU 2016-16), which requires the recognition for income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for us on July 1, 2018 and permits early adoption. We are currently evaluating our adoption timing and the effect that ASU 2016-16 will have on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-04,"Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products," (ASU 2016-04), which requires an entity to recognize breakage for a liability resulting from the sale of a prepaid stored-value product in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The new standard is effective for us on July 1, 2018. The standard permits early adoption and should be applied either retrospectively to each period presented or by means of a cumulative adjustment to retained earnings as of the beginning of the fiscal year adopted. We do not expect the effect of ASU 2016-04 to have a material impact on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-02,"Leases (Topic 842)," (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating lease. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019. The standard permits early adoption. We are currently evaluating our adoption timing and the effect that ASU 2016-02 will have on our consolidated financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01,"Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," (ASU 2016-01) which requires an entity to recognize the fair value change of equity securities with readily determinable fair values in net income which was previously recognized within other comprehensive income. The new standard is effective for us on July 1, 2018. The standard does not permit early adoption and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The impact of ASU 2016-01 will result in the recognition of fair value changes for our available-for-sale securities within earnings. While we do not believe the impact will be material based on our current investments, it could create volatility in our consolidated statement of operations. In July 2015, FASB issued Accounting Standards Update No. 2015-11,"Simplifying the Measurement of Inventory," (ASU 2015-11) which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for us on July 1, 2017 and will be applied prospectively as of the interim or annual period of adoption. We do not expect the effect of ASU 2015-11 to have a material impact on our consolidated financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09,"Revenue from Contracts with Customers," (ASU 2014-09) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB has elected to defer the effective date to fiscal years beginning after December 15, 2017, which would result in an effective date for us of July 1, 2018, with early application permitted one year earlier. The standard permits the use of either the retrospective or cumulative catch-up transition method. We are currently evaluating our adoption timing and the effect that ASU 2014-09 will have on our consolidated financial statements. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Other Income [Table Text Block] | The following table summarizes the components of other income, net: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Gains on derivatives not designated as hedging instruments (1) $ 13,477 $ 3,186 $ 13,554 $ 5,553 Currency-related gains, net (2) 14,988 2,473 12,022 7,507 Other gains (3) 2,084 2,031 2,841 3,872 Total other income, net $ 30,549 $ 7,690 $ 28,417 $ 16,932 _____________________ (1) Primarily relates to both realized and unrealized gains on derivative forward currency contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and the net currency related gains for the three and six months ended December 31, 2016 and 2015 are primarily driven by this intercompany activity. Also, unrealized gains of $7,827 and $6,393 are included for the three and six months ended December 31, 2016 , respectively. These are related to certain cross-currency swaps designated as cash flow hedges, which offset unrealized losses on the remeasurement of certain intercompany loans, also recorded in this category in the table above. The cross-currency swap contracts designated as cash flow hedges did not have an impact during the prior comparative periods. (3) The gain recognized during the three months ended December 31, 2016 , primarily relates to the gain on the sale of Plaza Create Co. Ltd. available-for-sale securities of $2,268 . During the prior comparable periods, we recognized gains related to insurance recoveries of $1,549 and $3,136 |
Schedule of Weighted Average Number of Shares [Table Text Block] | The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Weighted average shares outstanding, basic 31,291,356 31,326,141 31,431,090 31,927,362 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 1,322,657 1,409,306 1,415,185 1,319,051 Shares used in computing diluted net income per share attributable to Cimpress N.V. 32,614,013 32,735,447 32,846,275 33,246,412 Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V. 28,031 20,703 22,586 50,438 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of available for sale securities | The following table summarizes our investments in marketable securities: June 30, 2016 Amortized Cost Basis (2) Unrealized gain Estimated Fair Value Available-for-sale securities Plaza Create Co. Ltd. common shares (1) $ 4,405 $ 3,488 $ 7,893 Total investments in available-for-sale securities $ 4,405 $ 3,488 $ 7,893 ________________________ (1) On December 22, 2016, we sold all available-for-sale securities held in Plaza Create Co. Ltd recognizing a gain of $2,268 as a part of other income, net, for the three and six months ended December 31, 2016 . (2) Amortized cost basis represents our initial investment adjusted for currency translation. |
Fair value of financial assets | 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: December 31, 2016 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 $ 2,180 $ — $ 2,180 $ — Cross-currency swap contracts 3,198 — 3,198 — Currency forward contracts 15,553 — 15,553 — Currency option contracts 687 — 687 — Total assets recorded at fair value $ 21,618 $ — $ 21,618 $ — Liabilities Interest rate swap contracts $ (610 ) $ — $ (610 ) $ — Cross-currency swap contracts (1,144 ) — (1,144 ) — Currency forward contracts (193 ) — (193 ) — Contingent consideration (3,024 ) — — (3,024 ) Total liabilities recorded at fair value $ (4,971 ) $ — $ (1,947 ) $ (3,024 ) June 30, 2016 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Available-for-sale securities $ 7,893 $ 7,893 $ — $ — Currency forward contracts 9,821 — 9,821 — Total assets recorded at fair value $ 17,714 $ 7,893 $ 9,821 $ — Liabilities Interest rate swap contracts $ (2,180 ) $ — $ (2,180 ) $ — Cross-currency swap contracts (8,850 ) — (8,850 ) — Currency forward contracts (315 ) — (315 ) — Contingent consideration (1,212 ) — — (1,212 ) Total liabilities recorded at fair value $ (12,557 ) $ — $ (11,345 ) $ (1,212 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table represents the changes in fair value of Level 3 contingent consideration: Six Months Ended December 31, 2016 (1) 2015 (2)(3) Balance at June 30 $ 1,212 $ 7,833 Fair value adjustment 1,946 — Foreign currency impact (134 ) (180 ) Balance at December 31 $ 3,024 $ 7,653 _____________________ (1) Classified as long-term liability on the consolidated balance sheet. (2) Classified as short-term liability on the consolidated balance sheet. (3) Contingent consideration balance as of December 31, 2015, which related to our Printdeal acquisition, was paid during the fourth quarter of fiscal 2016. |
Derivative Financial Instrume26
Derivative Financial Instruments (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments [Table Text Block] | Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense as interest payments are accrued or made on our variable-rate debt. As of December 31, 2016 , we estimate that $418 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending December 31, 2017. As of December 31, 2016 , we had five outstanding interest rate swap contracts indexed to one-month LIBOR . These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2023. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of December 31, 2016 $ 65,000 Contracts with a future start date 145,000 Total $ 210,000 As of December 31, 2016 , we had the following outstanding currency forward contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Australian Dollar, Canadian Dollar, Danish Krone, Euro, British Pound, Indian Rupee, New Zealand Dollar, Norwegian Krone, Swedish Krona, and Swiss Franc: Notional Amount Effective Date Maturity Date Number of Instruments Index $213,344 October 2015 through October 2016 Various dates through March 2018 309 Various As of December 31, 2016 , we also had 27 outstanding currency option contracts assumed as part of the National Pen acquisition that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Canadian Dollar, Euro, British Pound, Swedish Krona, Japanese Yen and Swiss Franc. The total notional amount was $10,080 , with effective dates from April 2016 through September 2016 and maturity dates through December 2017. |
Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2016 and June 30, 2016 : December 31, 2016 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in consolidated balance sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in consolidated balance sheet Net amount Derivatives in Cash Flow Hedging Relationships Interest rate swaps Other non-current assets $ 2,512 $ (332 ) $ 2,180 Other current liabilities / other liabilities $ (610 ) $ — $ (610 ) Cross-currency swaps Other non-current assets 3,198 — 3,198 Other liabilities — — — Derivatives in Net Investment Hedging Relationships Cross-currency swaps Other non-current assets — — — Other liabilities (1,144 ) — (1,144 ) Currency forward contracts Other non-current assets 1,117 — 1,117 Other liabilities — — — Total derivatives designated as hedging instruments $ 6,827 $ (332 ) $ 6,495 $ (1,754 ) $ — $ (1,754 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 15,174 $ (738 ) $ 14,436 Other current liabilities / other liabilities $ (193 ) $ — $ (193 ) Currency option contracts Other current assets / other assets 687 — 687 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 15,861 $ (738 ) $ 15,123 $ (193 ) $ — $ (193 ) June 30, 2016 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in consolidated balance sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in consolidated balance sheet Net amount Derivatives in Cash Flow Hedging Relationships Interest rate swaps Other non-current assets $ — $ — $ — Other current liabilities / other liabilities $ (2,180 ) $ — $ (2,180 ) Cross-currency swaps Other non-current assets — — — Other liabilities (2,080 ) — (2,080 ) Derivatives in Net Investment Hedging Relationships Cross-currency swaps Other non-current assets — — — Other liabilities (6,770 ) — (6,770 ) Currency forward contracts Other non-current assets — — — Other liabilities (165 ) — (165 ) Total derivatives designated as hedging instruments $ — $ — $ — $ (11,195 ) $ — $ (11,195 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets $ 10,748 $ (927 ) $ 9,821 Other current liabilities $ (508 ) $ 358 $ (150 ) Total derivatives not designated as hedging instruments $ 10,748 $ (927 ) $ 9,821 $ (508 ) $ 358 $ (150 ) |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss for the three and six months ended December 31, 2016 and 2015 : Derivatives in Hedging Relationships Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion) Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Interest rate swaps $ 2,513 $ 464 $ 2,764 $ (462 ) Cross-currency swaps 6,731 — 4,711 — Derivatives in Net Investment Hedging Relationships Cross-currency swaps 6,883 2,510 4,824 2,929 Currency forward contracts 1,395 — 939 — $ 17,522 $ 2,974 $ 13,238 $ 2,467 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2016 and 2015 : Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss to Net Income Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives in Cash Flow Hedging Relationships Interest rate swaps $ 117 $ (286 ) $ (38 ) $ (588 ) Interest expense, net Cross-currency swaps 8,450 — 7,497 — Other income, net Total before income tax 8,567 (286 ) 7,459 (588 ) Income before income taxes Income tax (2,142 ) 72 (1,865 ) 148 Income tax provision Total $ 6,425 $ (214 ) $ 5,594 $ (440 ) |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | The following table presents the adjustment to fair value recorded within the consolidated statements of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of the ineffective portion and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period: Amount of Gain (Loss) Recognized in Net Income Location of Gain (Loss) Recognized in Income (Ineffective Portion) Three Months Ended December 31, Six Months Ended December 31, In thousands 2016 2015 2016 2015 Derivatives not designated as hedging instruments Currency contracts $ 13,224 $ 3,189 $ 13,301 $ 5,563 Other income, net Interest rate swaps 253 (3 ) 253 (10 ) Other income, net $ 13,477 $ 3,186 $ 13,554 $ 5,553 |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $4,690 , for the six months ended December 31, 2016: Gains (losses) on cash flow hedges (1) Gains (losses) on available for sale securities Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2016 $ (2,322 ) $ 3,488 $ (2,551 ) $ (106,630 ) $ (108,015 ) Other comprehensive income (loss) before reclassifications 7,475 (5,756 ) 36 (34,329 ) (32,574 ) Amounts reclassified from accumulated other comprehensive loss to net income (5,594 ) 2,268 — — (3,326 ) Net current period other comprehensive income (loss) 1,881 (3,488 ) 36 (34,329 ) (35,900 ) Balance as of December 31, 2016 $ (441 ) $ — $ (2,515 ) $ (140,959 ) $ (143,915 ) ________________________ (1) Gains (losses) on cash flow hedges include our interest rates swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) Translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains (losses), net of tax, of $1,107 and $(4,965) have been included in accumulated other comprehensive loss as of December 31, 2016 and June 30, 2016 , respectively. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The table below details the consideration transferred to acquire National Pen: Cash consideration $ 214,573 Estimated post-closing adjustments (2,369 ) Total purchase price $ 212,204 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Our preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition is subject to change upon finalizing our valuation analysis, including certain valuation assumptions and tax matters. The final determination may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates, which are expected to be finalized prior to the end of fiscal 2017. Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 8,337 n/a Accounts receivable, net 20,921 n/a Inventory 19,854 n/a Other current assets 12,454 n/a Property, plant and equipment, net 29,472 n/a Other non-current assets 1,133 n/a Accounts payable (12,546 ) n/a Accrued expenses (17,967 ) n/a Other current liabilities (1,016 ) Deferred tax liabilities (1) (28,645 ) n/a Long-term liabilities (9,586 ) n/a Identifiable intangible assets: Acquired intangible assets (2) 106,000 7-11 Goodwill 83,793 n/a Total purchase price $ 212,204 _____________________ (1) Calculated based on our preliminary estimates of fair value and subject to change. (2) Acquired intangible assets include our preliminary estimates of fair value for customer relationships, trade name and developed technology assets and their related useful lives. We expect to finalize our analysis prior to the end of fiscal 2017, and as such these preliminary estimates may change. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information presents our results as if the National Pen acquisition had occurred on July 1, 2015. The pro forma financial information for all periods presented adjusts for the effects of material business combination items, including estimated amortization of acquired intangible assets and transaction related costs. The unaudited pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the periods presented: Six Months Ended December 31, 2016 2015 Pro forma revenue $ 1,176,924 $ 1,022,710 Pro forma net income attributable to Cimpress 8,599 74,307 |
Goodwill and Acquired Intangi29
Goodwill and Acquired Intangible Assets Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of goodwill | The carrying amount of goodwill by reportable segment is as follows: Vistaprint business unit Upload and Print business units National Pen business unit All Other Total Balance as of June 30, 2016 $ 121,752 $ 319,373 $ — $ 24,880 $ 466,005 Acquisitions (1) — — 83,793 — 83,793 Effect of currency translation adjustments (2) (3,527 ) (16,920 ) — (456 ) (20,903 ) Balance as of December 31, 2016 $ 118,225 $ 302,453 $ 83,793 $ 24,424 $ 528,895 _________________ (1) See Note 7 for additional details related to our acquisition of National Pen. Our purchase accounting is preliminary as of December 31, 2016, so we expect this goodwill amount will change as we finalize our analysis prior to the end of fiscal 2017. In conjunction with the finalization of our purchase accounting, we will allocate a portion of goodwill to the Vistaprint business unit as we expect certain synergies will be realized by the Vistaprint business unit as a result of the acquisition. (2) Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. |
Other Balance Sheet Component30
Other Balance Sheet Components (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses included the following: December 31, 2016 June 30, 2016 Compensation costs (1) $ 43,488 $ 59,207 Income and indirect taxes (2) 66,784 39,802 Advertising costs 31,681 26,372 Shipping costs (3) 14,118 6,843 Interest payable 5,331 5,172 Purchases of property, plant and equipment 5,619 4,614 Production costs (3) 11,374 3,251 Sales returns 4,635 2,882 Professional costs 2,342 1,543 Other 38,560 29,301 Total accrued expenses (4) $ 223,932 $ 178,987 _____________________ (1) The decrease in compensation costs is primarily due to payment of our fiscal 2016 bonus and long-term incentive program in the first quarter of fiscal 2017. Effective July 1, 2016, we transitioned the annual bonus program to be included in team members' base salary. These amounts are therefore paid on our typical payroll schedule. (2) The increase in income and indirect taxes is primarily due to increased sales during the second quarter of fiscal 2017 which resulted in additional VAT across several of our locations, as well as an increase in income tax payable. (3) The increase in shipping and production cost accruals is primarily due to increased sales during the second quarter of fiscal 2017 which is the result of increased seasonal volume, thus increasing shipping and third-party fulfillment costs. (4) The increase in accrued expenses was also impacted by our acquisition of National Pen, resulting in an additional $17,967 of accruals as of December 31, 2016, which are included in each of the respective categories within the table. |
Other Current Liabilities [Table Text Block] | Other current liabilities included the following: December 31, 2016 June 30, 2016 Current portion of lease financing obligation $ 12,569 $ 12,569 Current portion of capital lease obligations 10,355 8,011 Other 1,310 2,055 Total other current liabilities $ 24,234 $ 22,635 |
Schedule of Other Assets and Other Liabilities [Table Text Block] | Other liabilities included the following: December 31, 2016 June 30, 2016 Contingent earn-out liability $ 24,721 $ 3,146 Long-term capital lease obligations 26,622 21,318 Long-term derivative liabilities 1,962 10,949 Other 24,808 24,760 Total other liabilities $ 78,113 $ 60,173 |
Debt Total debt outstanding (Ta
Debt Total debt outstanding (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt December 31, 2016 June 30, 2016 Senior secured credit facility $ 599,683 $ 400,809 7.0% Senior unsecured notes due 2022 275,000 275,000 Other 7,968 10,088 Debt issuance costs and debt discounts (6,538 ) (7,386 ) Total debt outstanding, net 876,113 678,511 Less short-term debt (1) 46,115 21,717 Long-term debt $ 829,998 $ 656,794 _____________________ (1) Balances as of December 31, 2016 and June 30, 2016 are both inclusive of short-term debt issuance costs and debt discounts of $1,693 in both periods |
Noncontrolling interest (Tables
Noncontrolling interest (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable noncontrolling interests Noncontrolling interest Balance as of June 30, 2016 $ 65,301 $ 351 Capital contribution from noncontrolling interest 1,404 — Accretion to redemption value recognized in net loss attributable to noncontrolling interest (1) 372 — Net loss attributable to noncontrolling interest (1,312 ) 7 Purchase of noncontrolling interests (20,299 ) — Foreign currency translation (3,642 ) (35 ) Balance as of December 31, 2016 $ 41,824 $ 323 (1) During the quarter ended December 31, 2016, the Pixartprinting noncontrolling interest was purchased and the adjustment was recognized to adjust the carrying value to the redemption amount. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Revenue: Vistaprint business unit $ 379,414 $ 354,783 $ 664,836 $ 622,252 Upload and Print business units 152,388 93,277 284,345 169,815 All Other business units 45,049 48,214 71,383 79,955 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Adjusted net operating profit by segment: Vistaprint business unit $ 101,572 $ 115,734 $ 159,789 $ 180,196 Upload and Print business units 19,338 15,520 35,452 26,970 All Other business units (1,968 ) 6,881 (11,577 ) 5,796 Total adjusted net operating profit by segment 118,942 138,135 183,664 212,962 Corporate and global functions (68,463 ) (54,592 ) (132,400 ) (106,540 ) Acquisition-related amortization and depreciation (10,019 ) (9,655 ) (20,232 ) (19,437 ) Earn-out related charges (1) (7,010 ) (3,413 ) (23,257 ) (3,702 ) Share-based compensation related to investment consideration (601 ) (1,735 ) (4,704 ) (2,537 ) Certain impairments (2) — (3,022 ) — (3,022 ) Restructuring related charges (1,100 ) (110 ) (1,100 ) (381 ) Interest expense for Waltham lease 1,956 2,001 3,926 2,351 Total income from operations 33,705 67,609 5,897 79,694 Other income, net 30,549 7,690 28,417 16,932 Interest expense, net (9,631 ) (10,160 ) (19,535 ) (18,286 ) Income before income taxes $ 54,623 $ 65,139 $ 14,779 $ 78,340 ___________________ (1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. (2) Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment." Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Depreciation and amortization: Vistaprint business unit $ 14,813 $ 10,195 $ 26,086 $ 20,057 Upload and Print business units 13,398 10,519 27,508 20,549 All Other business units 3,655 4,921 7,259 9,970 Corporate and global functions 5,111 6,170 11,529 11,487 Total depreciation and amortization $ 36,977 $ 31,805 $ 72,382 $ 62,063 |
Depreciation and amortization by operating segment | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | The following tables set forth revenues by geographic area and groups of similar products and services: Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 United States $ 223,510 $ 207,663 $ 411,465 $ 387,076 Non-United States (1) 353,341 288,611 609,099 484,946 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 |
Revenue from External Customers by Products and Services [Table Text Block] | Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015 Physical printed products and other (2) $ 562,233 $ 480,217 $ 990,947 $ 839,245 Digital products/services 14,618 16,057 29,617 32,777 Total revenue $ 576,851 $ 496,274 $ 1,020,564 $ 872,022 ___________________ (1) Our non-United States revenue includes the Netherlands, our country of domicile. (2) Other revenue includes miscellaneous items which account for less than 1% of revenue. |
Revenues and long-lived assets by geographic area | The following tables set forth long-lived assets by geographic area: December 31, 2016 June 30, 2016 Long-lived assets (3): Netherlands $ 94,834 $ 91,053 Canada 87,082 89,888 Switzerland 43,731 38,501 Italy 36,201 34,086 United States 51,010 32,977 France 22,055 24,561 Australia 22,583 24,358 Japan 19,950 23,213 Jamaica 22,004 22,604 Other 63,880 53,059 Total $ 463,330 $ 434,300 ___________________ (3) Excludes goodwill of $528,895 and $466,005 , intangible assets, net of $292,591 and $216,970 , the Waltham lease asset of $118,104 and $120,168 , and deferred tax assets of $18,344 and $26,093 as of December 31, 2016 and June 30, 2016 , respectively. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Change in Accounting Estimate [Line Items] | |||||||
Treasury Stock, Value, Acquired, Cost Method | $ 50,008 | $ 142,204 | |||||
Treasury Stock, Shares, Acquired | 593,763 | 2,002,835 | |||||
Share-based compensation expense | $ 11,277 | $ 6,066 | $ 22,848 | $ 12,256 | |||
Gain on proceeds from insurance | 1,549 | 3,136 | |||||
Marketable Securities, Realized Gain (Loss) | $ 2,268 | $ 0 | $ 2,268 | $ 0 | |||
Reconciliation of weighted-average number of ordinary shares | |||||||
Weighted average shares outstanding, basic | 31,291,356 | 31,326,141 | 31,431,090 | 31,927,362 | |||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | 1,322,657 | 1,409,306 | 1,415,185 | 1,319,051 | |||
Shares used in computing diluted net income per share | 32,614,013 | 32,735,447 | 32,846,275 | 33,246,412 | |||
Weighted average anti-dilutive shares excluded from diluted net income per share | 28,031 | 20,703 | 22,586 | 50,438 | |||
Other Income and Expenses [Abstract] | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 13,477 | [1] | $ 3,186 | $ 13,554 | [1] | $ 5,553 | |
Foreign Currency Transaction Gain (Loss), Realized | [2] | 14,988 | 2,473 | 12,022 | 7,507 | ||
Other Nonoperating Gains (Losses) | [3] | 2,084 | 2,031 | 2,841 | 3,872 | ||
Other income, net | 30,549 | $ 7,690 | 28,417 | $ 16,932 | |||
Cross Currency Interest Rate Contract [Member] | |||||||
Change in Accounting Estimate [Line Items] | |||||||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | $ 7,827 | $ 6,393 | |||||
[1] | Primarily relates to both realized and unrealized gains on derivative forward currency contracts not designated as hedging instruments. | ||||||
[2] | We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and the net currency related gains for the three and six months ended December 31, 2016 and 2015 are primarily driven by this intercompany activity. Also, unrealized gains of $7,827 and $6,393 are included for the three and six months ended December 31, 2016, respectively. These are related to certain cross-currency swaps designated as cash flow hedges, which offset unrealized losses on the remeasurement of certain intercompany loans, also recorded in this category in the table above. The cross-currency swap contracts designated as cash flow hedges did not have an impact during the prior comparative periods. | ||||||
[3] | The gain recognized during the three months ended December 31, 2016, primarily relates to the gain on the sale of Plaza Create Co. Ltd. available-for-sale securities of $2,268. During the prior comparable periods, we recognized gains related to insurance recoveries of $1,549 and $3,136, respectively. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies Share-Based Compensation (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Change in Accounting Estimate [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 135,547 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies Recognition period (Details) | 6 Months Ended |
Dec. 31, 2016 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition [Abstract] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $ 876,113 | $ 678,511 | |
Available-for-sale Securities, Amortized Cost Basis | [1],[2] | 4,405 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 3,488 | ||
Available-for-sale Securities | 0 | 7,893 | |
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | (24,721) | ||
Debt, Fair Value | 909,856 | 686,409 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | [2] | 1,946 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | [2] | (134) | |
Total debt, Gross [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 882,651 | 685,897 | |
WIRmachenDRUCK GmbH [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | (3,024) | (1,212) | |
Fair value, recurring measurements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 7,893 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Assets, Fair Value Disclosure, Recurring | 21,618 | 17,714 | |
Liabilities, Fair Value Disclosure, Recurring | (4,971) | (12,557) | |
Quoted prices in active markets for identical assets (Level 1) [Member] | WIRmachenDRUCK GmbH [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 0 | 0 | |
Quoted prices in active markets for identical assets (Level 1) [Member] | Fair value, recurring measurements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Instruments and Hedges, Assets | 0 | ||
Available-for-sale Securities | 7,893 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Assets, Fair Value Disclosure, Recurring | 7,893 | ||
Significant other observable inputs (Level 2) [Member] | WIRmachenDRUCK GmbH [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 0 | 0 | |
Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Assets, Fair Value Disclosure, Recurring | 21,618 | 9,821 | |
Liabilities, Fair Value Disclosure, Recurring | (1,947) | (11,345) | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 14,436 | ||
Significant unobservable inputs (Level 3) [Member] | WIRmachenDRUCK GmbH [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | (3,024) | (1,212) | |
Significant unobservable inputs (Level 3) [Member] | Fair value, recurring measurements [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Liabilities, Fair Value Disclosure, Recurring | $ (3,024) | (1,212) | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | ||
Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative, Number of Instruments Held | 309 | ||
Foreign Exchange Forward [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ (193) | ||
Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 2,180 | ||
Derivative, Number of Instruments Held | 5 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | $ (610) | (2,180) | |
Interest Rate Swap [Member] | Fair value, recurring measurements [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (1,754) | ||
Interest Rate Swap [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Interest Rate Swap [Member] | Significant other observable inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 2,180 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (610) | (2,180) | |
Interest Rate Swap [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 6,495 | ||
Interest Rate Swap [Member] | Significant unobservable inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Cross Currency Interest Rate Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 3,198 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (1,144) | (8,850) | |
Cross Currency Interest Rate Contract [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Cross Currency Interest Rate Contract [Member] | Significant other observable inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 3,198 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (1,144) | (8,850) | |
Cross Currency Interest Rate Contract [Member] | Significant unobservable inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Currency Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 15,553 | 9,821 | |
Derivative, Number of Instruments Held | 2 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | $ (193) | (315) | |
Currency Swap [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Currency Swap [Member] | Significant other observable inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 15,553 | 9,821 | |
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (193) | (315) | |
Currency Swap [Member] | Significant unobservable inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Foreign Exchange Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 687 | ||
Foreign Exchange Option [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Foreign Exchange Option [Member] | Significant unobservable inputs (Level 3) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 0 | ||
Accrued Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | [2] | 1,212 | |
Other Noncurrent Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | [1] | 7,833 | |
Assets, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | [1] | (7,653) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | [1] | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | [1] | $ (180) | |
Net Investment Hedging [Member] | Currency Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative, Number of Instruments Held | 2 | ||
Not Designated as Hedging Instrument [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 15,861 | 10,748 | |
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 15,123 | 9,821 | |
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (150) | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 15,174 | 10,748 | |
Assets, Fair Value Disclosure [Abstract] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 9,821 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (193) | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 687 | ||
Derivative, Fair Value, Net | 687 | ||
Assets, Fair Value Disclosure [Abstract] | |||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | $ 0 | ||
[1] | Amortized cost basis represents our initial investment adjusted for currency translation. | ||
[2] | On December 22, 2016, we sold all available-for-sale securities held in Plaza Create Co. Ltd recognizing a gain of $2,268 as a part of other income, net, for the three and six months ended December 31, 2016. |
Derivative Financial Instrume38
Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)instrument | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | |||
Derivative [Line Items] | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 13,477 | [1] | $ 3,186 | $ 13,554 | [1] | $ 5,553 | |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 17,522 | 2,974 | 13,238 | 2,467 | |||
Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 6,827 | 6,827 | $ 0 | ||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (11,195) | ||||||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 0 | ||||||
Derivative Asset, Fair Value, Gross Liability | (332) | (332) | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (1,754) | (1,754) | (11,195) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 15,861 | 15,861 | 10,748 | ||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (150) | ||||||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 15,123 | 15,123 | 9,821 | ||||
Derivative Asset, Fair Value, Gross Liability | (738) | (738) | (927) | ||||
Derivative Liability, Fair Value, Gross Liability | (193) | (193) | (508) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 358 | ||||
Foreign Exchange Option [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 687 | 687 | |||||
Foreign Exchange Option [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 687 | 687 | |||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | 0 | 0 | |||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |||||
Derivative, Fair Value, Net | 687 | 687 | |||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | |||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 3,198 | 3,198 | |||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value | 3,198 | $ 3,198 | |||||
Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Number of Ineffective Instruments Held | instrument | 1 | ||||||
Derivative Asset, Fair Value, Gross Asset | 2,180 | $ 2,180 | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 253 | (3) | 253 | (10) | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 418 | ||||||
Notional Amount of Interest Rate Derivatives | 65,000 | 65,000 | |||||
Notional value of contracts with future start date | $ 145,000 | $ 145,000 | |||||
Derivative, Number of Instruments Held | 5 | 5 | |||||
Derivative, Underlying Basis | one-month LIBOR | ||||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | $ (610) | $ (610) | (2,180) | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (462) | ||||||
Total current and future notional amount | $ 210,000 | 210,000 | |||||
Interest Rate Swap [Member] | Minimum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Dec. 30, 2016 | ||||||
Interest Rate Swap [Member] | Maximum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 30, 2019 | ||||||
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | $ 2,512 | 2,512 | 0 | ||||
Derivative Asset, Fair Value, Gross Liability | (332) | (332) | 0 | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 2,180 | 2,180 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (610) | (610) | (2,180) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | (610) | (610) | (2,180) | ||||
Interest Rate Swap [Member] | Significant other observable inputs (Level 2) [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 2,180 | 2,180 | |||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (610) | (610) | (2,180) | ||||
Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 13,224 | 3,189 | 13,301 | 5,563 | |||
Notional Amount of Foreign Currency Derivatives | $ 213,344 | $ 213,344 | |||||
Derivative, Number of Instruments Held | 309 | 309 | |||||
Derivative, Underlying Basis | Various | ||||||
Foreign Exchange Forward [Member] | Minimum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 28, 2019 | ||||||
Foreign Exchange Forward [Member] | Maximum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 28, 2019 | ||||||
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | $ 15,174 | $ 15,174 | 10,748 | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 9,821 | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (193) | (193) | |||||
Derivative Asset, Fair Value, Gross Liability | (738) | (738) | (927) | ||||
Derivative Liability, Fair Value, Gross Liability | (193) | (193) | (508) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 358 | ||||
Derivative, Net Liability Position, Aggregate Fair Value | (150) | ||||||
Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 15,553 | 15,553 | 9,821 | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 2,348 | ||||||
Notional Amount of Foreign Currency Derivatives | $ 120,011 | $ 120,011 | |||||
Derivative, Number of Instruments Held | 2 | 2 | |||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | $ (193) | $ (193) | (315) | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 6,731 | 0 | 4,711 | 0 | |||
Currency Swap [Member] | Minimum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Apr. 1, 2019 | ||||||
Currency Swap [Member] | Maximum [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 30, 2019 | ||||||
Currency Swap [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 0 | ||||||
Derivative Asset, Fair Value, Gross Liability | 0 | ||||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value | 0 | ||||||
Derivative Liability, Fair Value, Gross Liability | $ 0 | 0 | (2,080) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (2,080) | ||||||
Currency Swap [Member] | Significant other observable inputs (Level 2) [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 15,553 | 15,553 | 9,821 | ||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (193) | (193) | (315) | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | 0 | 0 | |||||
Interest Expense [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 2,513 | 464 | 2,764 | ||||
Fair value, recurring measurements [Member] | Significant other observable inputs (Level 2) [Member] | |||||||
Derivative [Line Items] | |||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 14,436 | 14,436 | |||||
Fair value, recurring measurements [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | (1,754) | (1,754) | |||||
Fair value, recurring measurements [Member] | Interest Rate Swap [Member] | Significant other observable inputs (Level 2) [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 6,495 | 6,495 | |||||
Fair value, recurring measurements [Member] | Foreign Exchange Forward [Member] | Significant other observable inputs (Level 2) [Member] | |||||||
Derivative [Line Items] | |||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (193) | (193) | |||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Interest Expense [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 117 | (286) | (38) | (588) | |||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Other Income [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 8,450 | 0 | 7,497 | 0 | |||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (6,425) | 214 | (5,594) | 440 | |||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Income (loss) before taxes [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 8,567 | (286) | 7,459 | (588) | |||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Income Taxes [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (1,865) | 148 | |||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Income Taxes [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 2,142 | (72) | |||||
Net Investment Hedging [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Notional Amount of Foreign Currency Derivatives | $ 122,969 | $ 122,969 | |||||
Derivative, Number of Instruments Held | 2 | 2 | |||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 6,883 | 2,510 | $ 4,824 | 2,929 | |||
Net Investment Hedging [Member] | Currency Swap [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value | 0 | 0 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (1,144) | (1,144) | (6,770) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (1,144) | (1,144) | (6,770) | ||||
Net Investment Hedging [Member] | Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Notional Amount of Foreign Currency Derivatives | $ 31,727 | $ 31,727 | |||||
Derivative, Number of Instruments Held | 1 | 1 | |||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 1,395 | $ 0 | $ 939 | $ 0 | |||
Net Investment Hedging [Member] | Forward Contracts [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 1,117 | 1,117 | 0 | ||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value | 1,117 | 1,117 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | (165) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | 0 | 0 | $ (165) | ||||
Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Notional Amount of Foreign Currency Derivatives | $ 10,080 | $ 10,080 | |||||
Derivative, Number of Instruments Held | 27 | 27 | |||||
[1] | Primarily relates to both realized and unrealized gains on derivative forward currency contracts not designated as hedging instruments. |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), tax | $ 4,690 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (108,015) | ||
Other comprehensive income (loss) before reclassifications | (32,574) | ||
Amounts reclassified from accumulated other comprehensive loss to net income | (3,326) | ||
Net current period other comprehensive income (loss) | (35,900) | ||
Accumulated other comprehensive loss | (143,915) | ||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 1,107 | $ (4,965) | |
Pension Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (2,551) | ||
Other comprehensive income (loss) before reclassifications | 36 | ||
Amounts reclassified from accumulated other comprehensive loss to net income | 0 | ||
Net current period other comprehensive income (loss) | 36 | ||
Accumulated other comprehensive loss | (2,515) | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (2,322) | ||
Other comprehensive income (loss) before reclassifications | 7,475 | ||
Amounts reclassified from accumulated other comprehensive loss to net income | (5,594) | ||
Net current period other comprehensive income (loss) | 1,881 | ||
Accumulated other comprehensive loss | (441) | ||
Accumulated Net Unrealized Investment Gain (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | 3,488 | ||
Other comprehensive income (loss) before reclassifications | (5,756) | ||
Amounts reclassified from accumulated other comprehensive loss to net income | 2,268 | ||
Net current period other comprehensive income (loss) | (3,488) | ||
Accumulated other comprehensive loss | 0 | ||
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | [1] | (106,630) | |
Other comprehensive income (loss) before reclassifications | [1] | (34,329) | |
Amounts reclassified from accumulated other comprehensive loss to net income | [1] | 0 | |
Net current period other comprehensive income (loss) | [1] | (34,329) | |
Accumulated other comprehensive loss | [1] | $ (140,959) | |
[1] | Translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains (losses), net of tax, of $1,107 and $(4,965) have been included in accumulated other comprehensive loss as of December 31, 2016 and June 30, 2016, respectively. |
Waltham Lease (Details)
Waltham Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 |
Real Estate Properties [Line Items] | ||
Property, plant and equipment, net | $ 505,278 | $ 493,163 |
Waltham Lease [Member] | ||
Real Estate Properties [Line Items] | ||
Property, plant and equipment, net | 118,104 | 120,168 |
Other Liabilities | $ 121,050 | $ 122,801 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 1,505 | ||||
Goodwill, Acquired During Period | $ 83,793 | ||||
National Pen CO. LLC [Domain] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Pro Forma Revenue | 1,176,924 | $ 1,022,710 | |||
Pro forma net income attributable to Cimpress | 8,599 | $ 74,307 | |||
National Pen CO. LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 214,573 | ||||
Business Combination, Consideration Transferred | 212,204 | ||||
Other Significant Noncash Transaction, Consideration Received | (2,369) | ||||
Cash Acquired from Acquisition | 8,337 | ||||
Intangible Assets Acquired | [1] | 106,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 1,133 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (12,546) | ||||
Accrued expenses acquired in business combinations | (17,967) | ||||
Business Combination, Acquired Receivables, Fair Value | 20,921 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 19,854 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,454 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 29,472 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,016) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (28,645) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | $ (9,586) | ||||
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | ||||
National Pen CO. LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill, Acquired During Period | [2] | $ 83,793 | |||
[1] | Acquired intangible assets include our preliminary estimates of fair value for customer relationships, trade name and developed technology assets and their related useful lives. We expect to finalize our analysis prior to the end of fiscal 2017, and as such these preliminary estimates may change. | ||||
[2] | (1) See Note 7 for additional details related to our acquisition of National Pen. Our purchase accounting is preliminary as of December 31, 2016, so we expect this goodwill amount will change as we finalize our analysis prior to the end of fiscal 2017. In conjunction with the finalization of our purchase accounting, we will allocate a portion of goodwill to the Vistaprint business unit as we expect certain synergies will be realized by the Vistaprint business unit as a result of the acquisition. |
Business Combinations (Details
Business Combinations (Details Textual) | Dec. 30, 2016 |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Goodwill and Acquired Intangi43
Goodwill and Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Goodwill [Line Items] | |||||
Beginning Balance | $ 466,005 | ||||
Effect of Currency Translation Adjustments | [1] | (20,903) | |||
Goodwill, Acquired During Period | $ 83,793 | ||||
Ending Balance | 528,895 | 528,895 | |||
Goodwill [Roll Forward] | |||||
Intangible assets amortization expense | 9,879 | $ 9,588 | 20,092 | $ 19,302 | |
Vistaprint Business Unit [Member] | |||||
Goodwill [Line Items] | |||||
Beginning Balance | 121,752 | ||||
Effect of Currency Translation Adjustments | [1] | (3,527) | |||
Goodwill, Acquired During Period | 0 | ||||
Ending Balance | 118,225 | 118,225 | |||
Upload and Print Business Units [Member] | |||||
Goodwill [Line Items] | |||||
Beginning Balance | 319,373 | ||||
Effect of Currency Translation Adjustments | [1] | (16,920) | |||
Goodwill, Acquired During Period | 0 | ||||
Ending Balance | 302,453 | 302,453 | |||
National Pen CO. LLC [Domain] | |||||
Goodwill [Line Items] | |||||
Beginning Balance | 0 | ||||
Effect of Currency Translation Adjustments | [1] | 0 | |||
Ending Balance | 83,793 | 83,793 | |||
All Other Business Units [Member] | |||||
Goodwill [Line Items] | |||||
Beginning Balance | 24,880 | ||||
Effect of Currency Translation Adjustments | [1] | (456) | |||
Goodwill, Acquired During Period | 0 | ||||
Ending Balance | $ 24,424 | $ 24,424 | |||
[1] | Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 30, 2016 | Jun. 30, 2016 | ||
Schedule of other current liabilities [Line Items] | |||||
Asset at Fair Value, Changes in Fair Value Resulting from Changes in Assumptions | $ 6,746 | $ 15,732 | |||
Compensation costs | [1] | 43,488 | 43,488 | $ 59,207 | |
Income and indirect taxes | [2] | 66,784 | 66,784 | 39,802 | |
Accrued Advertising | 31,681 | 31,681 | 26,372 | ||
Shipping costs | [3] | 14,118 | 14,118 | 6,843 | |
Sales returns | 4,635 | 4,635 | 2,882 | ||
Production costs | [3] | 11,374 | 11,374 | 3,251 | |
Interest Payable | 5,331 | 5,331 | 5,172 | ||
Purchases of property, plant and equipment | 5,619 | 5,619 | 4,614 | ||
Professional costs | 2,342 | 2,342 | 1,543 | ||
Other | 38,560 | 38,560 | 29,301 | ||
Accrued Liabilities | [4] | 223,932 | 223,932 | 178,987 | |
Other current liabilities | 24,234 | 24,234 | 22,635 | ||
Contingent Consideration | 24,721 | 24,721 | |||
Lease financing obligation, short-term portion | 12,569 | 12,569 | 12,569 | ||
Capital Lease Obligations, Current | 10,355 | 10,355 | 8,011 | ||
National Pen CO. LLC [Member] | |||||
Schedule of other current liabilities [Line Items] | |||||
Accrued expenses acquired in business combinations | $ 17,967 | ||||
Other Current Liabilities [Member] | |||||
Schedule of other current liabilities [Line Items] | |||||
Other current liabilities | $ 1,310 | $ 1,310 | $ 2,055 | ||
[1] | The decrease in compensation costs is primarily due to payment of our fiscal 2016 bonus and long-term incentive program in the first quarter of fiscal 2017. Effective July 1, 2016, we transitioned the annual bonus program to be included in team members' base salary. These amounts are therefore paid on our typical payroll schedule. | ||||
[2] | The increase in income and indirect taxes is primarily due to increased sales during the second quarter of fiscal 2017 which resulted in additional VAT across several of our locations, as well as an increase in income tax payable. | ||||
[3] | The increase in shipping and production cost accruals is primarily due to increased sales during the second quarter of fiscal 2017 which is the result of increased seasonal volume, thus increasing shipping and third-party fulfillment costs. | ||||
[4] | The increase in accrued expenses was also impacted by our acquisition of National Pen, resulting in an additional $17,967 of accruals as of December 31, 2016, which are included in each of the respective categories within the table. |
Other Balance Sheet Component45
Other Balance Sheet Components Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 |
Schedule of other current liabilities [Line Items] | ||
Lease financing obligation, short-term portion | $ 12,569 | $ 12,569 |
Capital Lease Obligations, Current | 10,355 | 8,011 |
Other current liabilities | 24,234 | 22,635 |
Other Current Liabilities [Member] | ||
Schedule of other current liabilities [Line Items] | ||
Other current liabilities | $ 1,310 | $ 2,055 |
Other Balance Sheet Component46
Other Balance Sheet Components Other liabilities (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)shareholder | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | ||
Schedule of other liabilities [Line Items] | ||||||
General and administrative expense (1) | [1] | $ 49,042 | $ 36,543 | $ 105,403 | $ 69,701 | |
Number of Selling Shareholders Involved in Contingent Consideration | shareholder | 2 | |||||
Contingent Consideration | 24,721 | $ 24,721 | ||||
Fair value of earn-out arrangement | $ 3,146 | |||||
Capital Lease Obligations, Noncurrent | 26,622 | 26,622 | 21,318 | |||
Derivative Liability, Noncurrent | 1,962 | 1,962 | 10,949 | |||
Other liabilities | 78,113 | 78,113 | 60,173 | |||
Asset at Fair Value, Changes in Fair Value Resulting from Changes in Assumptions | 6,746 | 15,732 | ||||
Other Noncurrent Liabilities [Member] | ||||||
Schedule of other liabilities [Line Items] | ||||||
Contingent Consideration | [2] | 7,653 | ||||
Other liabilities | 24,808 | 24,808 | 24,760 | |||
WIRmachenDRUCK GmbH [Member] | ||||||
Schedule of other liabilities [Line Items] | ||||||
General and administrative expense (1) | 7,034 | |||||
Contingent Consideration | 3,024 | 3,024 | $ 1,212 | |||
Contingent compensation liability | $ 21,697 | $ 21,697 | ||||
[1] | Share-based compensation is allocated as follows: | |||||
[2] | Amortized cost basis represents our initial investment adjusted for currency translation. |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | |||
Line of Credit Facility [Line Items] | |||||
Senior Notes | $ 275,000 | $ 275,000 | $ 275,000 | ||
Short-term debt | 46,115 | [1] | 46,115 | [1] | 21,717 |
Long-term debt | 829,998 | 829,998 | 656,794 | ||
Debt, Long-term and Short-term, Combined Amount | 876,113 | 876,113 | 678,511 | ||
Other Long-term Debt | $ 7,968 | 7,968 | 10,088 | ||
Description of variable rate basis | LIBOR | ||||
Debt Instrument, Unamortized Discount | $ (6,538) | (6,538) | (7,386) | ||
Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Unamortized Discount | (1,693) | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt, Long-term and Short-term, Combined Amount | 599,683 | 599,683 | $ 400,809 | ||
Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 822,000 | $ 822,000 | |||
Line of Credit [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on LIBOR | 1.50% | ||||
Commitment fee (percentage) | 0.225% | ||||
Line of Credit [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on LIBOR | 2.25% | ||||
Commitment fee (percentage) | 0.40% | ||||
Revolving Loan, Maturity September 23, 2019 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Weighted average interest rate | 2.65% | 2.65% | |||
Term Loan [Domain] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Debt, Gross | $ 132,000 | $ 132,000 | |||
Senior Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||
Revolving Loan, Maturity September 23, 2019 [Member] | Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 690,000 | $ 690,000 | |||
Redemption Any Time Prior to April 1, 2018 | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 107.00% | ||||
Redemption Any Time Prior to April 1, 2018 - Percentage of Aggregate Outstanding Principal | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Redemption Price, Percentage | 35.00% | ||||
[1] | Balances as of December 31, 2016 and June 30, 2016 are both inclusive of short-term debt issuance costs and debt discounts of $1,693 in both periods |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax provision | $ 19,601 | $ 6,148 | $ 9,787 | $ 9,327 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 54,623 | $ 65,139 | 14,779 | $ 78,340 |
Unrecognized Tax Benefits | 4,894 | 4,894 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 258 | 258 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 2,337 | $ 2,337 | ||
Swiss Federal Tax Administration (FTA) [Member] | Intellectual Property [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Income Taxes Income Tax Disclos
Income Taxes Income Tax Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 19,601 | $ 6,148 | $ 9,787 | $ 9,327 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 425 | $ 901 | $ 4,614 | 1,692 |
Tax Benefit from Extended US R&D Credit | $ 893 |
Noncontrolling interest (Detail
Noncontrolling interest (Details) € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016EUR (€) | Jun. 30, 2016USD ($) | Apr. 15, 2015 | ||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 20,230 | $ 0 | ||||||
Redeemable Noncontrolling Interest, Equity, Other, Redemption Value | € | € 39,000 | |||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (6) | $ (328) | $ (933) | (1,077) | ||||
Vistaprint Japan Co., Ltd. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | 51.00% | 51.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | 49.00% | |||||
Redeemable Noncontrolling Interest, Equity, Preferred, Redemption Value | $ 9,400 | $ 9,400 | ||||||
Exagroup SAS [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||||
Pixartprinting S.p.A [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 97.00% | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 3.00% | 3.00% | 3.00% | |||||
Redeemable Noncontrolling Interest, Equity, Preferred, Redemption Value | $ 10,900 | $ 10,900 | ||||||
Noncontrolling Interest [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 0 | |||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 323 | 323 | $ 351 | |||||
Proceeds from Contributions from Affiliates | 0 | |||||||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | (35) | |||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 7 | |||||||
Redeemable noncontrolling interest [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 41,824 | 41,824 | $ 65,301 | |||||
Proceeds from Contributions from Affiliates | 1,404 | |||||||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | (3,642) | |||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 1,312 | |||||||
Exagroup SAS [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 30.00% | |||||||
Exagroup SAS [Member] | Redeemable noncontrolling interest [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Temporary Equity, Accretion to Redemption Value | [1] | $ 372 | ||||||
Vistaprint Japan Co., Ltd. [Member] | Pixartprinting S.p.A [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 20,299 | |||||||
[1] | During the quarter ended December 31, 2016, the Pixartprinting noncontrolling interest was purchased and the adjustment was recognized to adjust the carrying value to the redemption amount. |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entity [Line Items] | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (6) | $ (328) | $ (933) | $ (1,077) |
Variable Interest Entity, Ownership Percentage | 49.99% | |||
Call Option Period | 8 years | |||
Printi LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Liability equity award, fair value | $ 5,998 | $ 5,998 | ||
Liability equity award, expense recognized during period | $ 398 | $ 410 | $ 784 | $ 781 |
Restricted Stock [Member] | Printi LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Redeemable noncontrolling interest [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 1,312 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 576,851 | $ 496,274 | $ 1,020,564 | $ 872,022 | ||||
Depreciation, Depletion and Amortization | 36,977 | 31,805 | 72,382 | 62,063 | ||||
Change in contingent earn-out liability | 22,766 | 0 | ||||||
Share-based compensation expense | (11,277) | (6,066) | (22,848) | (12,256) | ||||
(Loss) income from operations | (33,705) | (67,609) | (5,897) | (79,694) | ||||
Other Operating Income | (183,664) | (212,962) | ||||||
Other (expense) income, net | 30,549 | 7,690 | 28,417 | 16,932 | ||||
Interest expense, net | (9,631) | (10,160) | (19,535) | (18,286) | ||||
Income before income taxes | 54,623 | 65,139 | 14,779 | 78,340 | ||||
Physical printed products and other [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [1] | 562,233 | 480,217 | 990,947 | 839,245 | |||
Digital products/services [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 14,618 | 16,057 | 29,617 | 32,777 | ||||
UNITED STATES | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 223,510 | 207,663 | 411,465 | 387,076 | ||||
Non-United States [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | [2] | 353,341 | 288,611 | 609,099 | 484,946 | |||
Corporate And Global Functions [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Depreciation, Depletion and Amortization | (5,111) | (6,170) | (11,529) | (11,487) | ||||
Other Operating Income | (132,400) | (106,540) | ||||||
All Other Business Units [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 71,383 | 79,955 | ||||||
Depreciation, Depletion and Amortization | (3,655) | (4,921) | (7,259) | (9,970) | ||||
Vistaprint Business Unit [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 664,836 | 622,252 | ||||||
Depreciation, Depletion and Amortization | (14,813) | (10,195) | (26,086) | (20,057) | ||||
Other Operating Income | (159,789) | (180,196) | ||||||
Upload and Print Business Units [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 284,345 | 169,815 | ||||||
Depreciation, Depletion and Amortization | (13,398) | (10,519) | (27,508) | (20,549) | ||||
Other Operating Income | (35,452) | (26,970) | ||||||
Acquisition-related amortization and depreciation [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Depreciation, Depletion and Amortization | 10,019 | 9,655 | 20,232 | 19,437 | ||||
Share-based compensation related to investment consideration [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Share-based compensation expense | (601) | (1,735) | (4,704) | (2,537) | ||||
Restructuring Charges [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Restructuring Charges | (1,100) | (110) | (1,100) | (381) | ||||
Certain impairments [Domain] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset Impairment Charges | 0 | [3] | (3,022) | [3] | 0 | (3,022) | [3] | |
Waltham Lease [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Interest Expense | 1,956 | 2,001 | 3,926 | 2,351 | ||||
Change in fair value of contingent consideration [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Change in contingent earn-out liability | [4] | 7,010 | (3,413) | (23,257) | (3,702) | |||
Operating Segments [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
(Loss) income from operations | (118,942) | (138,135) | ||||||
Operating Segments [Member] | All Other Business Units [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 45,049 | 48,214 | ||||||
(Loss) income from operations | 1,968 | (6,881) | $ 11,577 | $ (5,796) | ||||
Operating Segments [Member] | Vistaprint Business Unit [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 379,414 | 354,783 | ||||||
(Loss) income from operations | (101,572) | (115,734) | ||||||
Operating Segments [Member] | Upload and Print Business Units [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 152,388 | 93,277 | ||||||
(Loss) income from operations | (19,338) | (15,520) | ||||||
Corporate, Non-Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
(Loss) income from operations | $ 68,463 | $ (54,592) | ||||||
[1] | Other revenue includes miscellaneous items which account for less than 1% of revenue. | |||||||
[2] | Our non-United States revenue includes the Netherlands, our country of domicile. | |||||||
[3] | Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment." Three Months Ended December 31, Six Months Ended December 31, 2016 2015 2016 2015Depreciation and amortization: Vistaprint business unit$14,813 $10,195 $26,086 $20,057Upload and Print business units13,398 10,519 27,508 20,549All Other business units3,655 4,921 7,259 9,970Corporate and global functions5,111 6,170 11,529 11,487Total depreciation and amortization$36,977 $31,805 $72,382 $62,063 | |||||||
[4] | Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 576,851 | $ 496,274 | $ 1,020,564 | $ 872,022 | ||
Long-Lived Assets | ||||||
Long-lived assets | [1] | 463,330 | 463,330 | $ 434,300 | ||
Segment Information Textuals Abstract | ||||||
Goodwill | 528,895 | 528,895 | 466,005 | |||
Deferred tax assets | 18,344 | 18,344 | 26,093 | |||
Intangible assets, net | 292,591 | 292,591 | 216,970 | |||
Property, plant and equipment, net | 505,278 | 505,278 | 493,163 | |||
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 223,510 | 207,663 | 411,465 | 387,076 | ||
Long-Lived Assets | ||||||
Long-lived assets | 51,010 | 51,010 | 32,977 | |||
Non-United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | [2] | 353,341 | $ 288,611 | 609,099 | $ 484,946 | |
Canada [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 87,082 | 87,082 | 89,888 | |||
Netherlands [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 94,834 | 94,834 | 91,053 | |||
Switzerland [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 43,731 | 43,731 | 38,501 | |||
Australia [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 22,583 | 22,583 | 24,358 | |||
Jamaica [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 22,004 | 22,004 | 22,604 | |||
FRANCE | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 22,055 | 22,055 | 24,561 | |||
ITALY | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 36,201 | 36,201 | 34,086 | |||
JAPAN | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 19,950 | 19,950 | 23,213 | |||
Other [Member] | ||||||
Long-Lived Assets | ||||||
Long-lived assets | 63,880 | 63,880 | 53,059 | |||
Waltham Lease [Member] | ||||||
Segment Information Textuals Abstract | ||||||
Property, plant and equipment, net | $ 118,104 | $ 118,104 | $ 120,168 | |||
[1] | Excludes goodwill of $528,895 and $466,005, intangible assets, net of $292,591 and $216,970, the Waltham lease asset of $118,104 and $120,168, and deferred tax assets of $18,344 and $26,093 as of December 31, 2016 and June 30, 2016, respectively. | |||||
[2] | Our non-United States revenue includes the Netherlands, our country of domicile. |
Commitments and Contingencies54
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 74,388 | |
Tax payment term | 7 years 6 months | |
Installment obligation | $ 8,027 | |
Capital Leased Assets | 35,882 | |
Capital lease asset, accumulated depreciation | $ 22,465 | |
Capital Lease Obligations | $ 36,977 | |
Contingent Consideration | 24,721 | |
Druck.at [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Contingent Consideration | 2,434 | |
WIRmachenDRUCK GmbH [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Contingent Consideration | 24,721 | |
Third-party web services [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 5,000 | |
Production and Computer Equipment [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 28,717 | |
Professional Fees [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 10,212 | |
Inventories [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 2,819 | |
Advertising Purchase Commitment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 1,692 | |
Other purchase commitments [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 25,948 |
Commitments and Contingencies L
Commitments and Contingencies Lease Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Total lease expense | $ 4,021 | $ 2,747 | $ 6,292 | $ 6,849 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | 2 Months Ended | 5 Months Ended |
Mar. 31, 2017 | Jun. 30, 2017 | |
Subsequent Event [Line Items] | ||
Other Restructuring Costs | $ 6,000 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Restructuring Charges | 28,000 | |
Severance Costs | 22,000 | |
Payments for Restructuring | $ 19,000 | |
Noncash Restructing Expenses | 9,000 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Restructuring Charges | 31,000 | |
Severance Costs | $ 25,000 | |
Payments for Restructuring | 21,000 | |
Noncash Restructing Expenses | $ 10,000 |