Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Mar. 31, 2019 | Apr. 29, 2019 | |
Document and Entity Information [Abstract] | ||
Entity registrant name | CIMPRESS N.V. | |
Entity central index key | 0001262976 | |
Document type | 10-Q | |
Document period end date | Mar. 31, 2019 | |
Amendment flag | false | |
Document fiscal year focus | 2019 | |
Document fiscal period focus | Q3 | |
Current fiscal year end date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity common stock, shares outstanding | 30,705,206 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 44,258 | $ 44,227 |
Accounts receivable, net of allowances of $7,236 and $6,898, respectively | 70,095 | 55,621 |
Inventory | 67,203 | 60,602 |
Prepaid expenses and other current assets | 92,048 | 78,846 |
Total current assets | 273,604 | 239,296 |
Property, plant and equipment, net | 498,324 | 483,664 |
Software and website development costs, net | 64,882 | 56,199 |
Deferred tax assets | 57,885 | 67,087 |
Goodwill | 720,734 | 520,843 |
Intangible assets, net | 273,831 | 230,201 |
Other assets | 32,022 | 54,927 |
Total assets | 1,921,282 | 1,652,217 |
Current liabilities: | ||
Accounts payable | 167,611 | 152,436 |
Accrued expenses | 207,918 | 186,661 |
Deferred revenue | 34,941 | 27,697 |
Short-term debt | 64,516 | 59,259 |
Other current liabilities | 42,866 | 54,971 |
Total current liabilities | 517,852 | 481,024 |
Deferred tax liabilities | 45,656 | 51,243 |
Lease financing obligation | 111,956 | 102,743 |
Long-term debt | 1,010,599 | 767,585 |
Other liabilities | 53,916 | 69,524 |
Total liabilities | 1,739,979 | 1,472,119 |
Temporary equity | ||
Redeemable noncontrolling interests | 52,366 | 86,151 |
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 30,704,788 and 30,876,193 shares outstanding, respectively | 615 | 615 |
Treasury shares, at cost, 13,375,839 and 13,204,434 shares, respectively | (708,140) | (685,577) |
Additional paid-in capital | 403,989 | 395,682 |
Retained earnings | 503,275 | 452,756 |
Accumulated other comprehensive loss | (70,802) | (69,814) |
Total shareholders’ equity attributable to Cimpress N.V. | 128,937 | 93,662 |
Noncontrolling Interest (Note 10) | 0 | 285 |
Total shareholders' equity | 128,937 | 93,947 |
Total liabilities, noncontrolling interests and shareholders’ equity | $ 1,921,282 | $ 1,652,217 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2019USD ($)shares | Mar. 31, 2019€ / shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2018€ / shares |
Current Assets | ||||
Allowance for doubtful accounts receivable, current | $ | $ 7,236 | $ 6,898 | ||
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 | ||
Common Stock, Shares, outstanding | 30,704,788 | 30,876,193 | ||
Treasury shares, shares | 13,375,839 | 13,204,434 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | ||
Revenue | $ 661,814 | $ 636,069 | $ 2,076,362 | $ 1,961,407 | |
Cost of revenue (1) | [1] | 342,700 | 319,209 | 1,056,667 | 963,249 |
Technology and development expense (1) | [1] | 58,274 | 61,267 | 170,742 | 182,598 |
Marketing and selling expense (1) | [1] | 171,584 | 179,591 | 566,335 | 546,469 |
General and administrative expense (1) | [1] | 37,753 | 44,103 | 119,145 | 127,869 |
Amortization of acquired intangible assets | 14,022 | 12,941 | 40,169 | 38,132 | |
Restructuring expense (1) | [1] | 7,866 | 2,331 | 9,062 | 14,686 |
Gain on sale of subsidiaries | 0 | 0 | 0 | (47,545) | |
Income from operations | 29,615 | 16,627 | 114,242 | 135,949 | |
Other (expense) income, net | (2,495) | (1,558) | 17,386 | (25,602) | |
Interest expense, net | (16,787) | (12,652) | (47,372) | (38,263) | |
Income before income taxes | 10,333 | 2,417 | 84,256 | 72,084 | |
Income tax expense | 4,091 | 4,019 | 23,971 | 19,657 | |
Net income (loss) | 6,242 | (1,602) | 60,285 | 52,427 | |
Add: Net loss (income) attributable to noncontrolling interest | 288 | (663) | 620 | (1,394) | |
Net income (loss) attributable to Cimpress N.V. | $ 6,530 | $ (2,265) | $ 60,905 | $ 51,033 | |
Basic net income (loss) per share attributable to Cimpress N.V. | $ 0.21 | $ (0.07) | $ 1.98 | $ 1.65 | |
Diluted net income (loss) per share attributable to Cimpress N.V. | $ 0.21 | $ (0.07) | $ 1.92 | $ 1.58 | |
Weighted average shares outstanding — basic | 30,763,055 | 30,724,018 | 30,837,207 | 30,992,066 | |
Weighted average shares outstanding — diluted | 31,514,793 | 30,724,018 | 31,781,141 | 32,276,520 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | $ 7,754 | $ 13,492 | $ 13,950 | $ 33,718 | |
Cost of revenue | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 42 | 105 | 320 | 240 | |
Technology and development expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 1,320 | 3,242 | 2,000 | 7,916 | |
Marketing and selling expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 1,187 | 2,138 | 673 | 4,981 | |
General and administrative expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | 1,955 | 7,289 | 7,707 | 19,254 | |
Restructuring Charges | |||||
Restructuring expense (1) | 7,866 | 2,331 | 9,062 | 14,686 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Share-based compensation expense | $ 3,250 | $ 718 | $ 3,250 | $ 1,327 | |
[1] | Share-based compensation is allocated as follows: |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Other comprehensive income (loss), net of tax: | ||||
Net income (loss) | $ 6,242 | $ (1,602) | $ 60,285 | $ 52,427 |
Foreign currency translation gains (losses), net of hedges | 3,802 | (8,799) | 3,720 | 30,335 |
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges | (7,375) | 8,408 | (13,572) | 15,138 |
Amounts reclassified from accumulated other comprehensive loss (income) to net income (loss) on derivative instruments | 1,374 | (2,416) | 4,361 | (6,550) |
Comprehensive income (loss) | 4,043 | (4,409) | 54,794 | 91,350 |
Add: Comprehensive loss (income) attributable to noncontrolling interests | 1,005 | (2,343) | 5,121 | (7,077) |
Total comprehensive income (loss) attributable to Cimpress N.V. | $ 5,048 | $ (6,752) | $ 59,915 | $ 84,273 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity Statement - USD ($) $ in Thousands | Total | Ordinary Shares | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Beginning balance, Shares at Jun. 30, 2017 | (44,080,000) | |||||
Beginning balance, Value at Jun. 30, 2017 | $ (74,999) | $ (615) | $ (361,376) | $ (414,771) | $ 113,398 | |
Beginning Treasury Stock, Shares at Jun. 30, 2017 | 12,665,000 | |||||
Beginning Treasury Stock, Value at Jun. 30, 2017 | $ 588,365 | |||||
Issuance of ordinary shares due to share option exercises, Shares | 34,000 | |||||
Issuance of ordinary shares due to share option exercises, Value | $ (1,700) | (1,581) | (119) | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 25,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ (1,188) | $ 624 | (1,812) | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (168) | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | (2,000) | |||||
Share-based compensation expense | $ 7,001 | |||||
Treasury Stock, Shares, Acquired | (453,000) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (40,674) | |||||
Net Income (Loss) Attributable to Parent | 23,366 | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (5,864) | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 807 | |||||
Foreign currency translation, net of hedges | 24,266 | |||||
Ending Treasury Stock, Shares at Sep. 30, 2017 | 13,061,000 | |||||
Ending Treasury Stock, Value at Sep. 30, 2017 | $ 627,002 | |||||
Ending balance, Shares at Sep. 30, 2017 | (44,080,000) | |||||
Ending balance, Value at Sep. 30, 2017 | 84,245 | $ 615 | 366,684 | 432,273 | (88,325) | |
Beginning balance, Shares at Jun. 30, 2017 | (44,080,000) | |||||
Beginning balance, Value at Jun. 30, 2017 | (74,999) | $ (615) | (361,376) | (414,771) | 113,398 | |
Beginning Treasury Stock, Shares at Jun. 30, 2017 | 12,665,000 | |||||
Beginning Treasury Stock, Value at Jun. 30, 2017 | $ 588,365 | |||||
Net Income (Loss) Attributable to Parent | 51,033 | |||||
Ending Treasury Stock, Shares at Mar. 31, 2018 | 13,367,000 | |||||
Ending Treasury Stock, Value at Mar. 31, 2018 | $ 675,536 | |||||
Ending balance, Shares at Mar. 31, 2018 | (44,080,000) | |||||
Ending balance, Value at Mar. 31, 2018 | 93,301 | $ 615 | 390,758 | 459,940 | (82,476) | |
Beginning balance, Shares at Sep. 30, 2017 | (44,080,000) | |||||
Beginning balance, Value at Sep. 30, 2017 | $ (84,245) | $ (615) | (366,684) | (432,273) | 88,325 | |
Beginning Treasury Stock, Shares at Sep. 30, 2017 | 13,061,000 | |||||
Beginning Treasury Stock, Value at Sep. 30, 2017 | $ 627,002 | |||||
Issuance of ordinary shares due to share option exercises, Shares | 59,000 | |||||
Issuance of ordinary shares due to share option exercises, Value | $ (2,948) | (2,828) | (120) | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 15,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ (908) | $ 225 | (1,133) | |||
Share-based compensation expense | $ 12,450 | |||||
Treasury Stock, Shares, Acquired | (121,000) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (14,465) | |||||
Net Income (Loss) Attributable to Parent | 29,932 | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 1,789 | |||||
Foreign currency translation, net of hedges | 3,443 | |||||
Ending Treasury Stock, Shares at Dec. 31, 2017 | 13,108,000 | |||||
Ending Treasury Stock, Value at Dec. 31, 2017 | $ 638,414 | |||||
Ending balance, Shares at Dec. 31, 2017 | (44,080,000) | |||||
Ending balance, Value at Dec. 31, 2017 | $ 119,434 | $ 615 | 378,121 | 462,205 | (83,093) | |
Issuance of ordinary shares due to share option exercises, Shares | 50,000 | |||||
Issuance of ordinary shares due to share option exercises, Value | $ (2,497) | (2,505) | (8) | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 12,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ (1,010) | $ (56) | (954) | |||
Share-based compensation expense | $ 13,599 | |||||
Treasury Stock, Shares, Acquired | (321,000) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (39,571) | |||||
Net Income (Loss) Attributable to Parent | (2,265) | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 3,676 | |||||
Foreign currency translation, net of hedges | (3,059) | |||||
Ending Treasury Stock, Shares at Mar. 31, 2018 | 13,367,000 | |||||
Ending Treasury Stock, Value at Mar. 31, 2018 | $ 675,536 | |||||
Ending balance, Shares at Mar. 31, 2018 | (44,080,000) | |||||
Ending balance, Value at Mar. 31, 2018 | 93,301 | $ 615 | 390,758 | 459,940 | (82,476) | |
Beginning balance, Shares at Jun. 30, 2018 | (44,080,000) | |||||
Beginning balance, Value at Jun. 30, 2018 | $ (93,662) | $ (615) | (395,682) | (452,756) | 69,814 | |
Beginning Treasury Stock, Shares at Jun. 30, 2018 | (13,204,434) | 13,206,000 | ||||
Beginning Treasury Stock, Value at Jun. 30, 2018 | $ (685,577) | $ 685,577 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 20,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | (1,469) | $ 64 | (1,533) | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (288) | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | (2,000) | |||||
Share-based compensation expense | $ 8,856 | |||||
Net Income (Loss) Attributable to Parent | (14,639) | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (3,246) | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 1,413 | |||||
Foreign currency translation, net of hedges | (2,185) | |||||
Ending Treasury Stock, Shares at Sep. 30, 2018 | 13,188,000 | |||||
Ending balance, Shares at Sep. 30, 2018 | (44,080,000) | |||||
Ending balance, Value at Sep. 30, 2018 | 82,104 | $ 615 | $ (685,801) | 403,005 | 434,871 | (70,586) |
Beginning balance, Shares at Jun. 30, 2018 | (44,080,000) | |||||
Beginning balance, Value at Jun. 30, 2018 | $ (93,662) | $ (615) | (395,682) | (452,756) | 69,814 | |
Beginning Treasury Stock, Shares at Jun. 30, 2018 | (13,204,434) | 13,206,000 | ||||
Beginning Treasury Stock, Value at Jun. 30, 2018 | $ (685,577) | $ 685,577 | ||||
Net Income (Loss) Attributable to Parent | $ 60,905 | |||||
Ending Treasury Stock, Shares at Mar. 31, 2019 | (13,375,839) | 13,376,000 | ||||
Ending Treasury Stock, Value at Mar. 31, 2019 | $ (708,140) | $ 708,140 | ||||
Ending balance, Shares at Mar. 31, 2019 | (44,080,000) | |||||
Ending balance, Value at Mar. 31, 2019 | 128,937 | $ 615 | 403,989 | 503,275 | (70,802) | |
Beginning balance, Shares at Sep. 30, 2018 | (44,080,000) | |||||
Beginning balance, Value at Sep. 30, 2018 | (82,104) | $ (615) | $ 685,801 | (403,005) | (434,871) | 70,586 |
Beginning Treasury Stock, Shares at Sep. 30, 2018 | 13,188,000 | |||||
Issuance of ordinary shares due to share option exercises, Shares | 55,000 | |||||
Issuance of ordinary shares due to share option exercises, Value | (2,442) | $ (2,887) | (445) | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 7,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | (360) | $ 146 | (506) | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (312) | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | (6,000) | |||||
Share-based compensation expense | $ (5,997) | |||||
Treasury Stock, Shares, Acquired | (118,000) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (14,043) | |||||
Accretion to Redemption Value | (7,140) | |||||
Net Income (Loss) Attributable to Parent | 69,014 | |||||
Noncontrolling Interest, Decrease from Forfeiture of Shares | 591 | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (4,623) | |||||
Foreign currency translation, net of hedges | 5,887 | |||||
Ending Treasury Stock, Shares at Dec. 31, 2018 | 13,238,000 | |||||
Ending Treasury Stock, Value at Dec. 31, 2018 | $ 696,499 | |||||
Ending balance, Shares at Dec. 31, 2018 | (44,080,000) | |||||
Ending balance, Value at Dec. 31, 2018 | 128,187 | $ 615 | 396,648 | 496,745 | (69,322) | |
Issuance of ordinary shares due to share option exercises, Shares | 4,000 | |||||
Issuance of ordinary shares due to share option exercises, Value | (317) | $ (210) | (107) | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 7,000 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | (297) | $ 223 | (520) | |||
Share-based compensation expense | $ 7,754 | |||||
Treasury Stock, Shares, Acquired | (149,000) | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (12,074) | |||||
Net Income (Loss) Attributable to Parent | 6,530 | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (6,001) | |||||
Foreign currency translation, net of hedges | $ 4,521 | |||||
Ending Treasury Stock, Shares at Mar. 31, 2019 | (13,375,839) | 13,376,000 | ||||
Ending Treasury Stock, Value at Mar. 31, 2019 | $ (708,140) | $ 708,140 | ||||
Ending balance, Shares at Mar. 31, 2019 | (44,080,000) | |||||
Ending balance, Value at Mar. 31, 2019 | $ 128,937 | $ 615 | $ 403,989 | $ 503,275 | $ (70,802) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net income | $ 60,285 | $ 52,427 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 129,554 | 127,120 |
Share-based compensation expense | 13,950 | 33,718 |
Deferred taxes | 9,013 | (9,552) |
Gain on sale of subsidiaries | 0 | (47,545) |
Change in contingent earn-out liability | 0 | (1,774) |
Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income | (5,932) | 9,246 |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | 1,276 | 5,211 |
Other non-cash items | 4,742 | 2,129 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13,812) | (14,696) |
Inventory | (9,077) | (12,104) |
Prepaid expenses and other assets | (5,318) | 136 |
Accounts payable | 12,407 | 18,448 |
Accrued expenses and other liabilities | 25,382 | (17,040) |
Net cash provided by operating activities | 222,470 | 144,633 |
Investing activities | ||
Purchases of property, plant and equipment | (57,934) | (47,441) |
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested | 0 | 93,779 |
Business acquisitions, net of cash acquired | (289,920) | (110) |
Purchases of intangible assets | (22) | (308) |
Capitalization of software and website development costs | (34,637) | (29,476) |
Proceeds from the sale of assets | 550 | 485 |
Other investing activities | 409 | (2,950) |
Net cash (used in) provided by investing activities | (381,554) | 13,979 |
Financing activities | ||
Proceeds from borrowings of debt | 926,378 | 590,508 |
Payments of debt | (681,032) | (656,153) |
Payments of debt issuance costs | (2,729) | (3,251) |
Payment for Contingent Consideration Liability, Financing Activities | 0 | 2,022 |
Payments of withholding taxes in connection with equity awards | (2,402) | (3,080) |
Payments of capital lease obligations | (12,722) | (13,779) |
Purchase of ordinary shares | (26,117) | (94,710) |
Purchase of noncontrolling interests | (41,177) | 0 |
Distribution to noncontrolling interest | (3,375) | 0 |
Proceeds from issuance of ordinary shares | 2,757 | 11,516 |
Issuance of loans | 0 | (16,500) |
Capital contribution from noncontrolling interest | 0 | 35,390 |
Payment for Contingent Consideration Liability, Operating Activities | 0 | (4,639) |
Other financing activities | 2,319 | (83) |
Net cash (used in) provided by financing activities | 161,900 | (152,164) |
Effect of exchange rate changes on cash | (2,785) | 5,691 |
Increase in cash held for sale | 0 | 12,042 |
Net increase in cash and cash equivalents | 31 | 24,181 |
Cash and cash equivalents at beginning of period | 44,227 | 25,697 |
Cash and cash equivalents at end of period | 44,258 | 49,878 |
Supplemental disclosures of cash flow information: | ||
Interest | 39,887 | 33,856 |
Income taxes | 16,123 | 17,888 |
Capitalization of construction costs related to financing lease obligation | 12,272 | 0 |
Property and equipment acquired under capital leases | 11,620 | 531 |
Amounts accrued related to business acquisitions | $ 5,564 | $ 3,864 |
Description of the Business
Description of the Business | 9 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2019 | |
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 presentation 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. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Operating results for the three and nine months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, 2019 or for any other period. The consolidated balance sheet at June 30, 2018 has been derived from our audited consolidated financial statements at that date but does not include all of the information and notes 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, 2018 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. Revenue Recognition Revenue Recognition - Adoption of ASC 606 On July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition approach. Under the modified retrospective approach, we applied the new standard for any contracts that were not complete as of the adoption date and recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet. We did not adjust the prior comparable period. The following table summarizes the cumulative effect of adopting the new revenue standard as of the adoption date of July 1, 2018: Consolidated Balance Sheet As reported at ASC 606 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,846 $ (3,738 ) $ 75,108 Deferred tax assets 67,087 595 67,682 Liabilities and Shareholders' Equity Deferred revenue $ 27,697 $ 103 $ 27,800 Retained earnings 452,756 (3,246 ) 449,510 The following table summarizes the impact as of and for the three and nine months ended March 31, 2019 from adopting the new revenue standard as compared to the previous revenue standard: As reported Current period adjustments As adjusted Consolidated Statement of Operations for the Three Months Ended March 31, 2019 Marketing and selling expense (1) $ 171,584 $ 1,486 $ 173,070 Income tax expense 4,091 (83 ) 4,008 Net income 6,242 (1,403 ) 4,839 Consolidated Statement of Operations for the Nine Months Ended March 31, 2019 Marketing and selling expense (1) $ 566,335 $ (486 ) $ 565,849 Income tax expense 23,971 86 24,057 Net income 60,285 400 60,685 Consolidated Balance Sheet as of March 31, 2019 Assets Prepaid expenses and other current assets $ 92,048 $ 4,224 $ 96,272 Deferred tax assets 57,885 (121 ) 57,764 Liabilities and Shareholders' Equity Accrued expenses $ 207,918 $ 35 $ 207,953 Deferred revenue 34,941 (103 ) 34,838 Retained earnings 503,275 4,171 507,446 _____________________ (1) During the three and nine months ended March 31, 2019 , the adjustment to marketing and selling expense was the impact from National Pen's direct mail costs that resulted in lower expense of $1,486 and higher expense of $486 , respectively. The timing of the expense recognition would have been different under the previous revenue standard since they would have been capitalized within prepaid expense and other current assets and amortized over the customer response period to marketing and selling expense. As of July 1, 2018, we recognized a cumulative effect adjustment within retained earnings of $3,738 . The material impact of our adoption of ASC 606 is related to the timing for recognizing direct-response advertising costs, which were costs previously capitalized and expensed based on the guidance outlined in ASC 340 - "Other Assets and Deferred Assets". The guidance included in ASC 340 is eliminated by ASC 606, and under the new revenue standard these costs are expensed as incurred because they do not meet the requirements for capitalization since they are not direct and incremental to obtaining a contract. Historically the direct mail costs were capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. This creates volatility in our quarterly profitability but should not have a significant impact on an annual basis and has no impact on cash flow. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of capitalized costs of $3,738 , resulting in a decrease to prepaid expenses and other current assets and a decrease to retained earnings, as well as the related tax impact of $595 , resulting in an increase to deferred tax assets and an increase to retained earnings on July 1, 2018. We also identified an impact related to customer loyalty programs that are offered by several of our businesses. Under the new revenue standard, the rewards associated with these programs are recognized as an additional performance obligation, resulting in an allocation of the transaction price and deferral of revenue until the subsequent reward redemption. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of $103 , resulting in an increase to deferred revenue and a decrease to retained earnings on July 1, 2018. All other impacts during the current periods were not considered material. Revenue Recognition Policy We generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Shipping revenues are recognized when control of the related products is transferred to the customer. We recognize revenue upon shipment of the fulfilled orders, which generally occurs upon delivery to the shipping carrier, but certain revenue recognition occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occur shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to March 31, 2019. We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers and, therefore, do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense. We have elected to apply the practical expedient under ASC 340-40-25-4 to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time. Additional revenue disaggregation disclosure requirements resulting from the adoption of ASC 606 are included in Note 13. Share-based Compensation Total share-based compensation expense was $7,754 and $13,950 for the three and nine months ended March 31, 2019 , respectively, and $13,492 and $33,718 for the three and nine months ended March 31, 2018 , respectively. During the first quarter of fiscal 2018, we issued supplemental performance share units ("supplemental PSUs") to certain members of management (excluding Robert Keane, our Chairman and CEO) that were incremental to our typical long-term incentive award grants. The supplemental PSUs are subject to a three-year cumulative financial performance condition intended to provide a stretch goal for participants in addition to service vesting and share price performance conditions. The evaluation of achievement of the performance condition is at the discretion of the Compensation Committee and, therefore, the awards are subject to mark-to-market accounting throughout the performance vesting period. Beginning in the second quarter of fiscal 2018, we concluded that the achievement of the performance condition was probable and recognized $15,397 of expense cumulatively through the first quarter of fiscal 2019. In the second quarter of fiscal 2019, which is seasonally significant, we concluded that the achievement of the three-year cumulative performance condition was no longer probable, and we reversed the previously recognized expense of $15,397 . As of March 31, 2019 we continued to consider achievement of the performance condition to not be probable. If, in a future period, we determine that it is probable that the financial performance condition will be achieved based on our financial performance, we will cumulatively catch up the expense in that period. 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 (expense) income, net in our consolidated statements of operations. Other (Expense) Income, Net The following table summarizes the components of other (expense) income, net: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Gains (losses) on derivatives not designated as hedging instruments (1) $ 1,258 $ (9,102 ) $ 19,802 $ (19,103 ) Currency-related (losses) gains, net (2) (4,085 ) 7,519 (3,011 ) (7,133 ) Other gains 332 25 595 634 Total other (expense) income, net $ (2,495 ) $ (1,558 ) $ 17,386 $ (25,602 ) _____________________ (1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three and nine months ended March 31, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $2,146 and $3,389 for the three and nine months ended March 31, 2019 , respectively, as compared to unrealized losses of $3,582 and $9,708 for the three and nine months ended March 31, 2018 , respectively. Net Income (Loss) Per Share Attributable to Cimpress N.V. Basic net income (loss) per share attributable to Cimpress N.V. is computed by dividing net income (loss) attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (loss) 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 performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Weighted average shares outstanding, basic 30,763,055 30,724,018 30,837,207 30,992,066 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 751,738 — 943,934 1,284,454 Shares used in computing diluted net income (loss) per share attributable to Cimpress N.V. 31,514,793 30,724,018 31,781,141 32,276,520 Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress N.V. (1) — 1,448,530 — 3,054 _____________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive. Build-to-Suit Lease Arrangements For accounting purposes, we were deemed to be the owner of two projects during their respective construction periods: the Waltham, Massachusetts office building lease and a lease executed during the first quarter of fiscal 2019 for a production facility in Dallas, Texas. For both build-to-suit leases, property, plant and equipment, net, was $121,108 and $111,926 as of March 31, 2019 and June 30, 2018 , respectively, related to the buildings. The financing lease obligation and deferred rent credit related to the buildings on our consolidated balance sheets was $124,526 and $115,312 as of March 31, 2019 and June 30, 2018 , respectively. All additions during the current period were capitalized construction costs related to the Dallas facility. Recently Issued or Adopted Accounting Pronouncements New Accounting Standards Adopted In May 2017, the FASB issued Accounting Standards Update No. 2017-09, "Compensation - Stock Compensation (Topic 718)," (ASU 2017-09), which clarifies the application of Topic 718 when accounting for changes in the terms and conditions of a share-based payment award. Under the new standard, changes to the terms or conditions of a share-based payment award are to be accounted for under modification accounting unless there is no change to the fair value, vesting conditions and classification of the award after modification. We adopted the amendment on its effective date of July 1, 2018. The amendment is applied prospectively, and the new standard did not have a material impact on our consolidated financial statements. 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 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. We adopted the new standard on July 1, 2018. The new standard did not have a material effect 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 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 adopted the new standard on July 1, 2018. The new standard did not have a material effect 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 replaced most existing revenue recognition guidance in U.S. GAAP. The new standard is effective for us as of July 1, 2018. The standard permits the use of either the retrospective or modified retrospective method. We adopted the new standard during the first quarter of fiscal 2019. Refer to the information above for additional details of the adoption. Issued Accounting Standards to be Adopted In August 2018, the FASB issued Accounting Standards Update No. 2018-15 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for us on July 1, 2020. We are currently evaluating the requirements of the standard, and we have not yet determined the impact of adoption on our consolidated financial statements. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities. The amendment is effective for us on July 1, 2019 and permits early adoption, including adoption in an interim period. The standard requires a modified retrospective transition approach, in which we will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. We do not expect this standard to have 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 leases. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019 and we expect to adopt the new standard using the modified retrospective approach. We also plan to use the transition relief package, in which we will not reassess the classification of our existing leases, whether any expired or existing contracts contain leases and if our existing leases have any initial direct costs. We have substantially completed the process of collecting our existing lease contracts and we are currently implementing changes to our systems and processes. While we expect the new standard to have a material impact on our consolidated balance sheet, we have not yet determined the full impact of adoption on our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: March 31, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 2,329 $ — $ 2,329 $ — Currency forward contracts 12,483 — 12,483 — Currency option contracts 6,238 — 6,238 — Total assets recorded at fair value $ 21,050 $ — $ 21,050 $ — Liabilities Interest rate swap contracts $ (3,223 ) $ — $ (3,223 ) $ — Cross-currency swap contracts (11,351 ) — (11,351 ) — Currency forward contracts (1,857 ) — (1,857 ) — Total liabilities recorded at fair value $ (16,431 ) $ — $ (16,431 ) $ — June 30, 2018 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 $ 13,370 $ — $ 13,370 $ — Currency forward contracts 9,202 — 9,202 — Currency option contracts 1,782 — 1,782 — Total assets recorded at fair value $ 24,354 $ — $ 24,354 $ — Liabilities Cross-currency swap contracts $ (25,348 ) $ — $ (25,348 ) $ — Currency forward contracts (14,201 ) — (14,201 ) — Currency option contracts (85 ) — (85 ) — Total liabilities recorded at fair value $ (39,634 ) $ — $ (39,634 ) $ — During the quarter ended March 31, 2019 and year ended June 30, 2018 , 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 March 31, 2019 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of March 31, 2019 and June 30, 2018 , the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of March 31, 2019 and June 30, 2018 the carrying value of our debt, excluding debt issuance costs and debt discounts, was $1,087,603 and $839,429 , respectively, and the fair value was $1,073,602 and $847,520 , respectively. Our debt at March 31, 2019 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 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 (expense) income, net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net. A portion of five of our interest rate swap contracts was deemed to be ineffective during the three and nine months ended March 31, 2019 and during the three and nine months ended March 31, 2018 , a portion of seven of our interest rate swap contracts was deemed to be ineffective. 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 March 31, 2019 , we estimate that $786 of income will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending March 31, 2020 . As of March 31, 2019 , we had ten outstanding interest rate swap contracts indexed to USD LIBOR. These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2025. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of March 31, 2019 $ 440,000 Contracts with a future start date 90,000 Total $ 530,000 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 March 31, 2019 , 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. Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of March 31, 2019 , we estimate that $453 will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2020 . 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 March 31, 2019 , we had two outstanding cross-currency swap contracts that we de-designated as net investment hedges with a total notional amount of $122,969 , both maturing during April 2019. Our de-designated hedges were replaced by forward contracts that we executed during the current quarter and were designated as net investment hedges. We did not hold any ineffective or de-designated cross-currency swaps during the three and nine months ended March 31, 2018. Other Currency Contracts We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. Dollar. As of March 31, 2019 , we had ten currency forward contracts designated as net investment hedges with a total notional amount of $326,718 , maturing during various dates through April 2024. We entered into these contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and nine months ended March 31, 2019 and 2018 , we have experienced volatility within other (expense) income, net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. As of March 31, 2019 , we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $719,830 December 2017 through March 2019 Various dates through March 2021 550 Various Financial Instrument Presentation The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of March 31, 2019 and June 30, 2018 . Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. March 31, 2019 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ 2,329 $ — $ 2,329 Other current liabilities / other liabilities $ (3,378 ) $ 155 $ (3,223 ) Cross-currency swaps Other current assets — — — Other current liabilities (3,839 ) — (3,839 ) Derivatives in net investment hedging relationships Currency forward contracts Other non-current assets 4,194 — 4,194 Other current liabilities / other liabilities (2,250 ) 637 (1,613 ) Total derivatives designated as hedging instruments $ 6,523 $ — $ 6,523 $ (9,467 ) $ 792 $ (8,675 ) Derivatives not designated as hedging instruments Cross-currency swaps Other current assets $ — $ — $ — Other current liabilities $ (7,512 ) $ — $ (7,512 ) Currency forward contracts Other current assets / other assets 12,385 (4,096 ) 8,289 Other current liabilities / other liabilities (545 ) 301 (244 ) Currency option contracts Other current assets / other assets 6,238 — 6,238 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 18,623 $ (4,096 ) $ 14,527 $ (8,057 ) $ 301 $ (7,756 ) June 30, 2018 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 $ 13,374 $ (4 ) $ 13,370 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other non-current assets — — — Other liabilities (10,659 ) — (10,659 ) Derivatives in net investment hedging relationships Cross-currency swaps Other non-current assets — — — Other liabilities (14,689 ) — (14,689 ) Currency forward contracts Other non-current assets — — — Other liabilities (13,387 ) — (13,387 ) Total derivatives designated as hedging instruments $ 13,374 $ (4 ) $ 13,370 $ (38,735 ) $ — $ (38,735 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 10,433 $ (1,231 ) $ 9,202 Other current liabilities / other liabilities $ (1,080 ) $ 266 $ (814 ) Currency option contracts Other current assets / other assets 1,782 — 1,782 Other current liabilities / other liabilities (85 ) — (85 ) Total derivatives not designated as hedging instruments $ 12,215 $ (1,231 ) $ 10,984 $ (1,165 ) $ 266 $ (899 ) The following table presents the effect of the effective portion of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the three and nine months ended March 31, 2019 and 2018 : Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives (Effective Portion) Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate swaps $ (6,102 ) $ 6,087 $ (10,916 ) $ 7,330 Cross-currency swaps (1,273 ) 2,321 (2,656 ) 5,492 Derivatives in net investment hedging relationships Cross-currency swaps 1,542 (3,873 ) 6,557 (10,307 ) Currency forward contracts 7,050 (5,576 ) 14,369 (13,935 ) Total $ 1,217 $ (1,041 ) $ 7,354 $ (11,420 ) The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2019 and 2018 : Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Statement of Operations Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate swaps $ (314 ) $ 100 $ (105 ) $ (6 ) Interest expense, net Cross-currency swaps 2,146 (3,321 ) 5,920 (8,756 ) Other (expense) income, net Total before income tax 1,832 (3,221 ) 5,815 (8,762 ) Income before income taxes Income tax (458 ) 805 (1,454 ) 2,212 Income tax expense (benefit) Total $ 1,374 $ (2,416 ) $ 4,361 $ (6,550 ) 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 (Loss) Affected line item in the Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Currency contracts $ 1,258 $ (9,103 ) $ 19,802 $ (19,382 ) Other (expense) income, net Interest rate swaps 29 1 (185 ) 279 Other (expense) income, net Total $ 1,287 $ (9,102 ) $ 19,617 $ (19,103 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 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 $4,566 for the nine months ended March 31, 2019 : Gains (losses) on cash flow hedges (1) Translation adjustments, net of hedges (2) Total Balance as of June 30, 2018 $ 8,195 $ (78,009 ) $ (69,814 ) Other comprehensive (loss) income before reclassifications (13,572 ) 8,223 (5,349 ) Amounts reclassified from accumulated other comprehensive loss to net income (loss) 4,361 — 4,361 Net current period other comprehensive (loss) income (9,211 ) 8,223 (988 ) Balance as of March 31, 2019 $ (1,016 ) $ (69,786 ) $ (70,802 ) ________________________ (1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of March 31, 2019 and June 30, 2018, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses of $1,089 and $22,014 , respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Mar. 31, 2019 | |
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 as of March 31, 2019 and June 30, 2018 was as follows: Vistaprint Upload and Print National Pen All Other Businesses Total Balance as of June 30, 2018 $ 146,207 $ 328,771 $ 34,434 $ 11,431 $ 520,843 Acquisitions (1) — 2,686 — 212,105 214,791 Effect of currency translation adjustments (2) (1,601 ) (13,299 ) — — (14,900 ) Balance as of March 31, 2019 $ 144,606 $ 318,158 $ 34,434 $ 223,536 $ 720,734 _________________ (1) Refer to Note 7 for additional details related to our acquisitions of BuildASign and VIDA. We also recognized goodwill related to a small acquisition of a supplier by one of our businesses within our Upload and Print reportable segment. (2) Related 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 nine months ended March 31, 2019 was $14,022 and $40,169 , respectively, compared to $12,941 and $38,132 for the prior comparable periods, respectively. |
Business Combinations
Business Combinations | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations Acquisition of Build A Sign LLC On October 1, 2018, we completed the acquisition of Build A Sign LLC ("BuildASign"), a vertically integrated U.S. web-to-print canvas wall dècor and signage company. We acquired approximately 99% of the outstanding equity interests of BuildASign for a purchase price of $275,079 in cash, which includes a post-closing adjustment paid during the second quarter of fiscal 2019 and was based on BuildASign's cash, debt and working capital position as of the acquisition date. The acquisition supports our strategy of investing in and building customer-focused, entrepreneurial, mass customization businesses for the long term, which we manage in a decentralized and autonomous manner. BuildASign brings strong talent, a customer-centric culture, low-cost production operations and strong e-commerce capabilities that work seamlessly together to serve customers with market-leading prices, fast delivery and great customer service. Noncontrolling Interest At the closing, Build A Sign Management Pool, LLC (the "Management Pool"), one of the sellers, retained approximately 1% of the outstanding equity interests of BuildASign for the benefit of certain BuildASign employees who hold equity interests in the Management Pool. We entered into a put and call option agreement with respect to the retained BuildASign equity interests, which provides the holders of the Management Pool the right to sell to us all or any portion of their shares, beginning with our fiscal year ending June 30, 2022 and for each fiscal year thereafter. We have the right to buy all (but not less than all) of the retained equity interest of any holder that is no longer an active employee of the company, beginning with our fiscal year ending June 30, 2022. The put and call purchase price is based on BuildASign's revenue growth and EBITDA for the fiscal year in which the option is exercised. Due to the presence of the put arrangement, the noncontrolling interest is presented as redeemable noncontrolling interest as redemption is not solely within our control. We initially recognized the noncontrolling interest at fair value of $3,356 and will adjust the balance for the pro rata impact of the BuildASign earnings or loss, as well as adjustments to increase the balance to the redemption value, if necessary. The excess purchase price over the fair value of BuildASign's net assets was recorded as goodwill, which is primarily attributable to the value of its workforce, its manufacturing and marketing processes and know-how, as well as synergies which include leveraging Cimpress' scale-based sourcing channels. Goodwill is deductible for tax purposes and has been attributed to the All Other Businesses reportable segment. The fair value of the assets acquired and liabilities assumed was as follows: Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 4,093 n/a Accounts receivable, net 510 n/a Inventory 1,107 n/a Other current assets (1) 6,937 n/a Property, plant and equipment, net 12,080 n/a Accounts payable (3,369 ) n/a Accrued expenses (1) (11,334 ) n/a Other current liabilities (2,658 ) n/a Long-term liabilities (3,949 ) n/a Identifiable intangible assets: Trade name 47,600 15 years Developed technology 28,900 3 - 7 years Customer relationships 12,430 2 - 5 years Noncontrolling interest (3,356 ) n/a Goodwill (2) 186,088 n/a Total purchase price $ 275,079 _________________ (1) In connection with the BuildASign acquisition, we recorded an indemnification asset of $5,433 , which represents the seller's obligation under the merger agreement to indemnify us for a portion of their potential contingent liabilities related to certain tax matters. We also recognized a contingent liability of $8,925 , which represents our estimate based on guidance within ASC 450 - "Contingencies," as of the acquisition date. (2) During the third quarter of fiscal 2019, we recorded immaterial measurement period adjustments, which related primarily to the contingent liabilities, as discussed above, and resulted in a decrease to goodwill of $482 . BuildASign Pro Forma Financial Information BuildASign has been included in our consolidated financial statements starting on its acquisition date. The following unaudited pro forma financial information presents our results as if the BuildASign acquisition had occurred on July 1, 2017 . 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, interest associated with debt used to finance the acquisition, and transaction related costs. Nine Months Ended March 31, 2019 2018 Pro forma revenue $ 2,108,492 $ 2,053,678 Pro forma net income attributable to Cimpress N.V. 53,285 40,540 We utilized proceeds from our credit facility in order to finance the acquisition. In connection with the acquisition, we incurred $1,047 and $1,140 in general and administrative expenses during the three and nine months ended March 31, 2019 , primarily related to legal, financial, and other professional services. Acquisition of VIDA Group Co. On July 2, 2018, we acquired approximately 73% of the shares of VIDA Group Co. ("VIDA"), a U.S.-based startup, with options to increase our ownership beginning in fiscal 2023. For the noncontrolling interest, we entered into put and call options with each employee who holds shares, which become exercisable starting in fiscal 2023, or earlier if the employee terminates their employment. The total consideration was $20,548 , net of cash acquired. VIDA brings manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas in beautiful, original products for customers, ranging from fashion, jewelry and accessories to home accent pieces. This investment supports our strategy to build a competitively differentiated portfolio of focused brands by providing access to the textiles marketplace. We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill. The aggregate allocation to goodwill, net liabilities and noncontrolling interest was $26,017 , $647 , and $5,705 , respectively. The revenue and earnings included in our consolidated financial statements for the three and nine months ended March 31, 2019 are not material. We utilized proceeds from our credit facility to finance the acquisition. |
Other Balance Sheet Components
Other Balance Sheet Components | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Accrued expenses included the following: March 31, 2019 June 30, 2018 Compensation costs $ 57,688 $ 57,024 Income and indirect taxes 46,771 33,557 Advertising costs 26,572 28,140 Production costs 11,289 8,903 Shipping costs 6,998 5,241 Sales returns 6,051 5,076 Purchases of property, plant and equipment 1,355 4,489 Professional fees 2,898 3,802 Interest payable 9,209 1,653 Other 39,087 38,776 Total accrued expenses $ 207,918 $ 186,661 Other current liabilities included the following: March 31, 2019 June 30, 2018 Short-term derivative liabilities $ 16,141 $ 31,054 Current portion of lease financing obligation 12,569 12,569 Current portion of capital lease obligations 11,171 10,747 Other 2,985 601 Total other current liabilities $ 42,866 $ 54,971 Other liabilities included the following: March 31, 2019 June 30, 2018 Long-term capital lease obligations $ 17,969 $ 16,883 Long-term derivative liabilities 5,478 10,080 Liability-based equity award (1) 6,791 15,464 Mandatorily redeemable noncontrolling interest (1) 2,630 4,366 Other 21,048 22,731 Total other liabilities $ 53,916 $ 69,524 _______________________ (1) These liabilities relate to share-based compensation awards and mandatorily redeemable noncontrolling interest associated with our Printi business. During the third quarter of fiscal 2019, we recognized a decrease to these liabilities due to a reduction in the estimated present value of the future settlement amount, which is calculated based on certain contractual financial measures in the period we expect the put or call option to be exercised. As the estimated contractual settlement value has decreased, we have reclassified $14,531 of the aggregate liability to a contra-asset as a reserve against the associated loan receivable asset that represents prepayments for these obligations. Refer to Note 12 for additional details. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt March 31, 2019 June 30, 2018 Senior secured credit facility $ 671,914 $ 432,414 7.0% Senior unsecured notes due 2026 400,000 400,000 Other 15,689 7,015 Debt issuance costs and debt discounts (12,488 ) (12,585 ) Total debt outstanding, net 1,075,115 826,844 Less: short-term debt (1) 64,516 59,259 Long-term debt $ 1,010,599 $ 767,585 _____________________ (1) Balances as of March 31, 2019 and June 30, 2018 are inclusive of short-term debt issuance costs and debt discounts of $2,398 and $2,012 , respectively. Our Debt Our various debt arrangements described below contain customary representations, warranties and events of default. As of March 31, 2019 , we were in compliance with all financial and other covenants related to our debt. Senior Secured Credit Facility On January 7, 2019, we amended the terms of our senior secured credit facility, resulting in an increase in loan commitments to both our revolving loans and term loans. The terms and covenants of the senior secured credit facility remain unchanged. As of March 31, 2019 , we had a committed credit facility of $1,602,819 as follows: • Revolving loans of $1,087,257 with a maturity date of June 14, 2023 • Term loans of $515,562 amortizing over the loan period, with a final maturity date of June 14, 2023 Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on LIBOR plus 1.375% to 2.0% . Interest rates depend 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 March 31, 2019 , the weighted-average interest rate on outstanding borrowings was 3.94% , inclusive of interest rate swap rates. We are also required to pay a commitment fee on unused balances of 0.225% to 0.35% depending on our leverage ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our outstanding debt as of March 31, 2019 . Indenture and Senior Unsecured Notes On June 15, 2018, we completed a private placement of $400,000 in aggregate principal amount of 7.0% senior unsecured notes due 2026 (the “2026 Notes”). We issued the 2026 Notes pursuant to a senior notes indenture dated as of June 15, 2018, among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank, N.A., as trustee (the "Indenture"). We used the net proceeds from the 2026 Notes during fiscal 2018 to redeem all of the outstanding 7.0% senior unsecured notes due 2022, repay a portion of the indebtedness outstanding under our revolving credit facility and pay all related fees and expenses. The 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2018, to the holders of record of the 2026 Notes at the close of business on June 1 and December 1, respectively, preceding such interest payment date. The 2026 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 2026 Notes. The indenture under which the 2026 Notes are issued 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. We have the right to redeem, at any time prior to June 15, 2021, some or all of the 2026 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, we have the right to redeem, at any time prior to June 15, 2021, up to 40% of the aggregate outstanding principal amount of the 2026 Notes at a redemption price equal to 107% 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 June 15, 2021, 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. Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2019 and June 30, 2018 we had $15,689 and $7,015 , respectively, outstanding for those obligations that are payable through March 2025. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax expense was $4,091 and $23,971 for the three and nine months ended March 31, 2019 , as compared to $4,019 and $19,657 for the prior comparable periods. The increase in tax expense is primarily attributable to increased pre-tax income for the three and nine months ended March 31, 2019 as compared to the same prior year periods. There were no significant discrete tax adjustments recognized during the three months ended March 31, 2019. However, earlier this year we recognized a decrease in deferred tax assets related to guidance issued by the Internal Revenue Service regarding limitations on tax deductions for compensation granted to certain executives, which increased our tax expense by $5,574 for the nine months ended March 31, 2019 as compared to increased tax expense of $4,701 related to the impacts of U.S. tax reform recognized in the same prior year period. We also recognized "Patent Box" tax benefits of $3,547 granted to our Pixartprinting business in Italy during the nine months ended March 31, 2019. Additionally, we have recognized lower excess tax benefits from share based compensation for the nine months ended March 31, 2019 as compared to the same prior period. Excluding the effect of these discrete tax adjustments, our estimated annual effective tax rate is lower for fiscal 2019 as compared to fiscal 2018 primarily due to an expectation of a more favorable geographical mix of consolidated earnings. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a full tax benefit in the current period. On February 12, 2019, our parent company, Cimpress N.V., moved its place of management and control from the Netherlands to Ireland for tax purposes. From this date forward, Cimpress N.V. is a tax resident in Ireland and no longer considered to be a resident of the Netherlands for Dutch tax purposes. This change is not expected to have a material effect on our fiscal 2019 tax provision. As of March 31, 2019 , we had a liability for unrecognized tax benefits included in the balance sheet of $4,859 , including accrued interest and penalties of $462 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, the entire liability for unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $600 to $700 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 2016 through 2018 remain open for examination by the IRS and the years 2013 through 2018 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 interests
Noncontrolling interests | 9 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests In certain of our strategic investments we own a controlling equity stake, but a third party owns a minority portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income (loss) 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. We recognize redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis, if that amount exceeds the fair value. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value is offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations. Redeemable Noncontrolling Interests On December 20, 2018, we purchased the 12% equity interest of our WIRmachenDRUCK subsidiary that was held by third parties for €36,173 ( $41,177 based on the exchange rate as of the redemption date). During the second quarter of fiscal 2019, we increased the carrying amount of the redeemable noncontrolling interest by $7,133 , to reflect the change in the redemption value, offset to retained earnings, since the redemption value remained below the fair value. On October 1, 2018, we acquired approximately 99% of the outstanding equity interests of Build A Sign LLC. The remaining 1% is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. On the acquisition date, we recognized the redeemable noncontrolling interest at fair value of $3,356 . As of March 31, 2019 , the redemption value was less than the carrying value, and therefore no adjustment was required. Refer to Note 7 for additional details. On July 2, 2018, we acquired approximately 73% of the shares of VIDA Group Co. The remaining 27% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future not solely within our control. The shares we hold include certain liquidation preferences to all other share classes, and therefore the noncontrolling interest will bear any losses until the recoverable value of our investment declines below the stated redemption value. As of March 31, 2019 , the redemption value is less than the carrying value and therefore no adjustment has been made. Refer to Note 7 for additional details. 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 first redemption date in which a put option can be exercised is April 15, 2019. The Exagroup noncontrolling interest is redeemable at a fixed amount of €39,000 . As of March 31, 2019 , the redemption value was less than the carrying value, and therefore no adjustment was required. The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable noncontrolling interests Noncontrolling interest Balance as of June 30, 2018 $ 86,151 $ 285 Acquisition of noncontrolling interest (1) 9,061 — Reclassification to redeemable noncontrolling interest (2) 308 (308 ) Accretion to redemption value recognized in retained earnings (3) 7,133 — Net loss attributable to noncontrolling interest (614 ) (6 ) Distribution to noncontrolling interest (3,375 ) — Purchase of noncontrolling interests (4) (41,177 ) — Shares forfeited by noncontrolling interest (591 ) — Foreign currency translation (4,530 ) 29 Balance as of March 31, 2019 $ 52,366 $ — ___________________ (1) Includes the noncontrolling interests related to our VIDA and BuildASign acquisitions. Refer to Note 7 for additional details. (2) During the first quarter of fiscal 2019, we amended our agreement with one noncontrolling interest holder and agreed to put and call options related to their existing noncontrolling interest. As such, we reclassified the noncontrolling interest to redeemable noncontrolling interest since the exercise is not solely within our control. (3) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of the redemption amount estimated to be greater than carrying value but less than fair value. (4) During the second quarter of fiscal 2019, we purchased the WIRmachenDRUCK noncontrolling interest for $41,177 . |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Mar. 31, 2019 | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity (VIE) | Variable Interest Entity ("VIE") Investment in Printi LLC On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment provided us access to a new market and the opportunity to drive longer-term growth in Brazil. The shareholders of Printi share profits and voting control on a pro-rata basis and as of March 31, 2019, we have a 53.7% equity interest in Printi. For accounting purposes, of the remaining equity interests, 36.2% are liability-based equity awards and 10.1% are mandatorily redeemable noncontrolling interests. We agreed to acquire all of the remaining equity interests in Printi through a reciprocal put and call structure, contractually exercisable from April 1, 2021 through a mandatory redemption date of July 31, 2023. The liability-based equity awards represent Printi restricted equity held by Printi employees that are now fully vested and marked to market each reporting period until cash settlement. As of March 31, 2019 and June 30, 2018, our estimated redemption value for the liability-based awards was $6,791 and $15,464 , respectively. The mandatorily redeemable noncontrolling interest is within the scope of ASC 480 - "Distinguishing Liabilities from Equity" and is required to be presented as a liability on our consolidated balance sheet. We adjust the liability to its estimated redemption value each reporting period and recognize any changes within interest expense, net in our consolidated statement of operations. As of March 31, 2019 and June 30, 2018 , we recognized a liability for the mandatorily redeemable noncontrolling interest of $2,630 and $4,366 , respectively. In May 2017, we entered into an arrangement with two Printi equity holders to provide loans, which represent prepayments for our future purchase of their equity interests. The loans are payable on the date the put or call option is exercised and the loan proceeds will be used to offset our purchase of their remaining outstanding equity interest, which also serves as collateral. As of March 31, 2019, the gross loan receivable includes $21,000 of loans and accrued interest of $2,660 , a portion of the interest which is due and payable in the fourth quarter of fiscal 2019. During the third quarter of fiscal 2019, we reassessed the estimated redemption value for the liability-based equity awards and mandatorily redeemable noncontrolling interest to reflect a change to the period in which we expect to exercise our call option. We now intend to exercise our call option in April 2021, which is earlier than previously expected. Given the earlier call date, we now expect the estimated redemption value for both the liability-based equity awards and mandatorily redeemable noncontrolling interest to be lower than the related gross loan receivable. The estimated redemption value is calculated based on certain contractual financial measures in the period the put or call option is exercised. During the current quarter, we recognized a reserve against the gross loan receivable of $15,138 , through the reclassification of a portion of the related liabilities of $14,531 and expense recognized in general and administrative expense in our consolidated statement of operations of $607 . |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 , we have numerous operating segments under our management reporting structure which are reported in the following four reportable segments: • Vistaprint - Includes the operations of our Vistaprint 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 - Includes the results of our druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and WIRmachenDRUCK businesses. • National Pen - Includes the global operations of our National Pen businesses, which manufacture and market custom writing instruments and promotional products, apparel and gifts. • All Other Businesses - Includes a collection of businesses grouped together based on materiality: ◦ BuildASign, acquired on October 1, 2018, is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas. ◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality. ◦ VIDA, acquired on July 2, 2018, is an innovative startup that brings manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas into beautiful, original products for customers, ranging from custom fashion, jewelry and accessories to home accent pieces. ◦ Vistaprint Corporate Solutions serves medium-sized businesses and large corporations, as well as a legacy revenue stream with retail partners and franchise businesses. ◦ Vistaprint India operates a derivative of the Vistaprint business model, albeit with higher service levels and quality, fully domestic, Indian content, pricing that is a slight premium to many traditional offline alternatives, and almost no discounting. ◦ Vistaprint Japan operates a derivative of the Vistaprint business model with a differentiated position relative to competitors who tend to focus on upload and print, not the self-service, micro-business customer which Vistaprint Japan serves. ◦ Albumprinter through its divestiture date of August 31, 2017. In the fourth quarter of fiscal 2019, we revised our internal organizational and reporting structure resulting in changes to our Upload and Print reportable segment. Due to the organizational changes, our Upload and Print reportable segment will be split into two separate operating and reportable segments. These changes in reporting structure are intended to position leaders closer to operations of the businesses, to lower costs, and to drive culture, priorities and technologies that improve customer and financial outcomes. Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs. For awards granted under our 2016 Performance Equity Plan, 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 businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. 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 Central and corporate costs. All expense or benefit associated with our supplemental performance share units is recognized within Central and corporate costs. Segment profit (loss) is the primary profitability metric by which our CODM measures segment financial performance and allocates resources. Certain items are excluded from segment profit (loss), 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, Massachusetts lease is included as expense in segment profit (loss) and allocated based on headcount to the appropriate business 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. We do not allocate non-operating income to our segment results. Our All Other Businesses reportable segment includes businesses that have operating losses as they are in the early stage of investment relative to the scale of the underlying businesses, which may limit its comparability to other segments regarding profit (loss). Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segments, as well as disaggregation of revenue by major geographic regions and reportable segments. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Revenue: Vistaprint (1) $ 349,901 $ 357,606 $ 1,121,156 $ 1,105,557 Upload and Print (2) 188,135 183,768 564,099 536,685 National Pen (3) 79,721 81,545 278,643 267,360 All Other Businesses (4) 50,109 18,865 130,824 67,913 Total segment revenue 667,866 641,784 2,094,722 1,977,515 Inter-segment eliminations (6,052 ) (5,715 ) (18,360 ) (16,108 ) Total consolidated revenue $ 661,814 $ 636,069 $ 2,076,362 $ 1,961,407 _____________________ (1) Vistaprint segment revenues include inter-segment revenue of $3,198 and $9,463 for the three and nine months ended March 31, 2019 , respectively, and $2,747 and $7,753 for the prior comparative periods, respectively. (2) Upload and Print segment revenues include inter-segment revenue of $159 and $887 for the three and nine months ended March 31, 2019 , respectively and $329 and $1,137 for the prior comparative periods, respectively. (3) National Pen segment revenues include inter-segment revenue of $1,280 and $2,784 for the three and nine months ended March 31, 2019 , respectively, and $805 and $2,275 for the prior comparative periods, respectively. (4) All Other Businesses segment revenues include inter-segment revenue of $1,415 and $5,226 for the three and nine months ended March 31, 2019 , respectively, and $1,834 and $4,943 for the prior comparative periods, respectively. The All Other Businesses segment includes the revenue of the VIDA and BuildASign's businesses since its acquisition of July 2, 2018 and October 1, 2018, respectively, as well as the Albumprinter business during the nine months ended March 31, 2018 until the sale completion date of August 31, 2017. Three Months Ended March 31, 2019 Vistaprint Upload and Print National Pen All Other Total North America $ 244,830 $ — $ 41,697 $ 38,279 $ 324,806 Europe 85,575 187,976 29,895 756 304,202 Other 16,298 — 6,849 9,659 32,806 Inter-segment 3,198 159 1,280 1,415 6,052 Total segment revenue 349,901 188,135 79,721 50,109 667,866 Less: inter-segment elimination (3,198 ) (159 ) (1,280 ) (1,415 ) (6,052 ) Total external revenue $ 346,703 $ 187,976 $ 78,441 $ 48,694 $ 661,814 Three Months Ended March 31, 2018 Vistaprint Upload and Print National Pen All Other Total North America $ 244,561 $ 45 $ 40,813 $ 6,008 $ 291,427 Europe 92,305 183,394 31,983 576 308,258 Other 17,993 — 7,944 10,447 36,384 Inter-segment 2,747 329 805 1,834 5,715 Total segment revenue 357,606 183,768 81,545 18,865 641,784 Less: inter-segment elimination (2,747 ) (329 ) (805 ) (1,834 ) (5,715 ) Total external revenue $ 354,859 $ 183,439 $ 80,740 $ 17,031 $ 636,069 Nine Months Ended March 31, 2019 Vistaprint Upload and Print National Pen All Other Total North America $ 765,684 $ — $ 137,603 $ 92,490 $ 995,777 Europe 291,506 563,212 113,404 2,226 970,348 Other 54,503 — 24,852 30,882 110,237 Inter-segment 9,463 887 2,784 5,226 18,360 Total segment revenue 1,121,156 564,099 278,643 130,824 2,094,722 Less: inter-segment elimination (9,463 ) (887 ) (2,784 ) (5,226 ) (18,360 ) Total external revenue $ 1,111,693 $ 563,212 $ 275,859 $ 125,598 $ 2,076,362 Nine Months Ended March 31, 2018 Vistaprint Upload and Print National Pen All Other Total North America $ 738,921 $ 2,141 $ 131,100 $ 14,928 $ 887,090 Europe 300,477 533,407 112,261 14,251 960,396 Other 58,406 — 21,724 33,791 113,921 Inter-segment 7,753 1,137 2,275 4,943 16,108 Total segment revenue 1,105,557 536,685 267,360 67,913 1,977,515 Less: inter-segment elimination (7,753 ) (1,137 ) (2,275 ) (4,943 ) (16,108 ) Total external revenue $ 1,097,804 $ 535,548 $ 265,085 $ 62,970 $ 1,961,407 The following table includes segment profit (loss) by reportable segment, total income from operations and total income before income taxes. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Segment profit (loss): Vistaprint $ 69,713 $ 57,661 $ 200,765 $ 187,605 Upload and Print 17,865 17,367 56,498 54,605 National Pen (1) (1,713 ) 355 5,113 19,185 All Other Businesses (6,964 ) (9,342 ) (24,117 ) (25,459 ) Total segment profit 78,901 66,041 238,259 235,936 Central and corporate costs (28,499 ) (35,891 ) (76,540 ) (97,558 ) Acquisition-related amortization and depreciation (14,089 ) (13,030 ) (40,372 ) (38,330 ) Earn-out related charges (2) — — — (2,391 ) Share-based compensation related to investment consideration — — (2,893 ) (1,047 ) Certain impairments and other adjustments (3) (607 ) — (607 ) — Restructuring-related charges (7,866 ) (2,331 ) (9,062 ) (14,686 ) Interest expense for Waltham, MA lease 1,775 1,838 5,457 5,645 Gain on the purchase or sale of subsidiaries (4) — — — 48,380 Total income from operations 29,615 16,627 114,242 135,949 Other (expense) income, net (2,495 ) (1,558 ) 17,386 (25,602 ) Interest expense, net (16,787 ) (12,652 ) (47,372 ) (38,263 ) Income before income taxes $ 10,333 $ 2,417 $ 84,256 $ 72,084 ___________________ (1) During the first quarter of fiscal 2019, we adopted ASC 606, Revenue from Contracts with Customers, which is the new revenue standard described in Note 2 of the accompanying consolidated financial statements. We applied the new standard under the modified retrospective method, in which we did not apply the new standard to the prior comparable period. The adoption of the new standard resulted in lower direct mail advertising costs within our National Pen business during the three months ended March 31, 2019 of $1,486 , as compared to the prior comparative period, due to the earlier recognition of costs during the first quarter of fiscal 2019. During the nine months ended March 31, 2019 , the new standard had a negative impact on operating income and adjusted net operating profit of $486 , as compared to the prior comparative period. Direct mail advertising costs were previously capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. (2) 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. (3) Includes the impact of certain impairments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other", as well as reserves recognized for loans as defined by ASC 326 - "Financial Instruments - Credit Losses." (4) Includes the impact of the gain on the sale of Albumprinter that was recognized in general and administrative expense in our consolidated statement of operations during the nine months ended March 31, 2018 . Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Depreciation and amortization: Vistaprint $ 16,317 $ 16,460 $ 48,185 $ 48,943 Upload and Print 12,702 15,701 40,196 45,426 National Pen 5,371 5,372 15,814 15,742 All Other Businesses 6,935 2,538 15,587 6,981 Central and corporate costs 3,009 3,366 9,772 10,028 Total depreciation and amortization $ 44,334 $ 43,437 $ 129,554 $ 127,120 Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Purchases of property, plant and equipment: Vistaprint $ 4,628 $ 4,843 $ 25,860 $ 29,342 Upload and Print 952 2,279 8,111 11,270 National Pen 745 1,183 7,780 4,891 All Other Businesses 12,228 252 15,077 1,231 Central and corporate costs 614 210 1,106 707 Total purchases of property, plant and equipment $ 19,167 $ 8,767 $ 57,934 $ 47,441 Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Capitalization of software and website development costs: Vistaprint $ 6,659 $ 7,186 $ 19,274 $ 18,266 Upload and Print 962 1,149 2,964 2,939 National Pen 1,035 302 2,511 669 All Other Businesses 1,517 443 3,329 1,811 Central and corporate costs 2,543 2,282 6,559 5,791 Total capitalization of software and website development costs $ 12,716 $ 11,362 $ 34,637 $ 29,476 The following table sets forth long-lived assets by geographic area: March 31, 2019 June 30, 2018 Long-lived assets (1): Netherlands $ 84,313 $ 109,556 Canada 75,427 81,334 United States 57,492 45,709 Switzerland 55,976 52,523 Italy 41,475 42,514 Jamaica 21,741 21,720 Australia 21,504 22,418 France 19,277 20,131 Japan 17,769 19,117 Other 79,140 67,842 Total $ 474,114 $ 482,864 ___________________ (1) Excludes goodwill of $720,734 and $520,843 , intangible assets, net of $273,831 and $230,201 , build-to-suit lease assets of $121,108 and $111,926 , and deferred tax assets of $57,885 and $67,087 as of March 31, 2019 and June 30, 2018 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
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. Total lease expense, net of sublease income, for the three and nine months ended March 31, 2019 was $4,311 and $13,075 , respectively, and $4,340 and $10,527 for the three and nine months ended March 31, 2018 , respectively. We lease certain machinery and plant equipment, as well as buildings, under both capital and operating lease agreements that expire at various dates through 2027. The aggregate carrying value of the leased buildings and equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at March 31, 2019 , is $34,566 , net of accumulated depreciation of $39,931 ; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at March 31, 2019 amounts to $29,140 . Purchase Obligations At March 31, 2019 , we had unrecorded commitments under contract of $41,847 , including inventory and third-party fulfillment purchase commitments of $15,184 and third-party web services of $9,755 . In addition, we had purchase commitments for production and computer equipment purchases of approximately $5,148 , commitments for advertising campaigns of $288 , professional and consulting fees of $993 , and other unrecorded purchase commitments of $10,479 . Other Obligations We deferred payments for several of our acquisitions resulting in the recognition of a liability of $5,564 in aggregate. In addition, we have an outstanding installment obligation of $526 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 March 31, 2019 . 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. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets and other related costs including third-party professional and outplacement services. During the three and nine months ended March 31, 2019 , we recognized restructuring charges of $7,866 and $9,062 , respectively, primarily related to a restructuring action within our Vistaprint business. The Vistaprint action included changes to the leadership team, as well as other reductions in headcount and associated costs. We expect to recognize additional restructuring charges during the fourth quarter of fiscal 2019 for employees that have been retained and will continue to provide service during the transition period. During the three and nine months ended March 31, 2018 , we recognized restructuring charges of $2,331 and $14,686 , respectively, which primarily related to Vistaprint's November 2017 restructuring action. The following table summarizes the restructuring activity during the nine months ended March 31, 2019 : Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2018 $ 1,385 $ 2 $ 1,387 Restructuring charges (1) 8,758 304 9,062 Cash payments (4,749 ) (27 ) (4,776 ) Non-cash charges (2) (3,250 ) (279 ) (3,529 ) Accrued restructuring liability as of March 31, 2019 $ 2,144 $ — $ 2,144 ___________________ (1) During the three and nine months ended March 31, 2019, Vistaprint recognized restructuring charges of $7,225 and $7,539 , respectively, related primarily to the action discussed above. All Other Businesses incurred immaterial restructuring charges of $630 and $731 , respectively. Upload and Print recognized restructuring charges of $593 for the nine months ended March 31, 2019, related to an immaterial action during the second quarter of fiscal 2019. For the three and nine months ended March 31, 2019, our Central and Corporate cost center incurred restructuring charges of $11 and $199 , respectively, related to a prior year action. (2) Non-cash charges primarily include acceleration of share-based compensation expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
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 presentation 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. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Operating results for the three and nine months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending June 30, 2019 or for any other period. The consolidated balance sheet at June 30, 2018 has been derived from our audited consolidated financial statements at that date but does not include all of the information and notes 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, 2018 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. |
Revenue from Contract with Customer | Revenue Recognition - Adoption of ASC 606 On July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition approach. Under the modified retrospective approach, we applied the new standard for any contracts that were not complete as of the adoption date and recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet. We did not adjust the prior comparable period. The following table summarizes the cumulative effect of adopting the new revenue standard as of the adoption date of July 1, 2018: Consolidated Balance Sheet As reported at ASC 606 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,846 $ (3,738 ) $ 75,108 Deferred tax assets 67,087 595 67,682 Liabilities and Shareholders' Equity Deferred revenue $ 27,697 $ 103 $ 27,800 Retained earnings 452,756 (3,246 ) 449,510 The following table summarizes the impact as of and for the three and nine months ended March 31, 2019 from adopting the new revenue standard as compared to the previous revenue standard: As reported Current period adjustments As adjusted Consolidated Statement of Operations for the Three Months Ended March 31, 2019 Marketing and selling expense (1) $ 171,584 $ 1,486 $ 173,070 Income tax expense 4,091 (83 ) 4,008 Net income 6,242 (1,403 ) 4,839 Consolidated Statement of Operations for the Nine Months Ended March 31, 2019 Marketing and selling expense (1) $ 566,335 $ (486 ) $ 565,849 Income tax expense 23,971 86 24,057 Net income 60,285 400 60,685 Consolidated Balance Sheet as of March 31, 2019 Assets Prepaid expenses and other current assets $ 92,048 $ 4,224 $ 96,272 Deferred tax assets 57,885 (121 ) 57,764 Liabilities and Shareholders' Equity Accrued expenses $ 207,918 $ 35 $ 207,953 Deferred revenue 34,941 (103 ) 34,838 Retained earnings 503,275 4,171 507,446 _____________________ (1) During the three and nine months ended March 31, 2019 , the adjustment to marketing and selling expense was the impact from National Pen's direct mail costs that resulted in lower expense of $1,486 and higher expense of $486 , respectively. The timing of the expense recognition would have been different under the previous revenue standard since they would have been capitalized within prepaid expense and other current assets and amortized over the customer response period to marketing and selling expense. As of July 1, 2018, we recognized a cumulative effect adjustment within retained earnings of $3,738 . The material impact of our adoption of ASC 606 is related to the timing for recognizing direct-response advertising costs, which were costs previously capitalized and expensed based on the guidance outlined in ASC 340 - "Other Assets and Deferred Assets". The guidance included in ASC 340 is eliminated by ASC 606, and under the new revenue standard these costs are expensed as incurred because they do not meet the requirements for capitalization since they are not direct and incremental to obtaining a contract. Historically the direct mail costs were capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. This creates volatility in our quarterly profitability but should not have a significant impact on an annual basis and has no impact on cash flow. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of capitalized costs of $3,738 , resulting in a decrease to prepaid expenses and other current assets and a decrease to retained earnings, as well as the related tax impact of $595 , resulting in an increase to deferred tax assets and an increase to retained earnings on July 1, 2018. We also identified an impact related to customer loyalty programs that are offered by several of our businesses. Under the new revenue standard, the rewards associated with these programs are recognized as an additional performance obligation, resulting in an allocation of the transaction price and deferral of revenue until the subsequent reward redemption. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of $103 , resulting in an increase to deferred revenue and a decrease to retained earnings on July 1, 2018. All other impacts during the current periods were not considered material. |
Revenue Recognition, Policy | Revenue Recognition Policy We generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Shipping revenues are recognized when control of the related products is transferred to the customer. We recognize revenue upon shipment of the fulfilled orders, which generally occurs upon delivery to the shipping carrier, but certain revenue recognition occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occur shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to March 31, 2019. We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers and, therefore, do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense. We have elected to apply the practical expedient under ASC 340-40-25-4 to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time. Additional revenue disaggregation disclosure requirements resulting from the adoption of ASC 606 are included in Note 13. |
Share-Based Compensation | Share-based Compensation Total share-based compensation expense was $7,754 and $13,950 for the three and nine months ended March 31, 2019 , respectively, and $13,492 and $33,718 for the three and nine months ended March 31, 2018 , respectively. During the first quarter of fiscal 2018, we issued supplemental performance share units ("supplemental PSUs") to certain members of management (excluding Robert Keane, our Chairman and CEO) that were incremental to our typical long-term incentive award grants. The supplemental PSUs are subject to a three-year cumulative financial performance condition intended to provide a stretch goal for participants in addition to service vesting and share price performance conditions. The evaluation of achievement of the performance condition is at the discretion of the Compensation Committee and, therefore, the awards are subject to mark-to-market accounting throughout the performance vesting period. Beginning in the second quarter of fiscal 2018, we concluded that the achievement of the performance condition was probable and recognized $15,397 of expense cumulatively through the first quarter of fiscal 2019. In the second quarter of fiscal 2019, which is seasonally significant, we concluded that the achievement of the three-year cumulative performance condition was no longer probable, and we reversed the previously recognized expense of $15,397 . As of March 31, 2019 we continued to consider achievement of the performance condition to not be probable. If, in a future period, we determine that it is probable that the financial performance condition will be achieved based on our financial performance, we will cumulatively catch up the expense in that period. |
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 (expense) income, net in our consolidated statements of operations. |
Other Income (expense), net | Other (Expense) Income, Net The following table summarizes the components of other (expense) income, net: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Gains (losses) on derivatives not designated as hedging instruments (1) $ 1,258 $ (9,102 ) $ 19,802 $ (19,103 ) Currency-related (losses) gains, net (2) (4,085 ) 7,519 (3,011 ) (7,133 ) Other gains 332 25 595 634 Total other (expense) income, net $ (2,495 ) $ (1,558 ) $ 17,386 $ (25,602 ) _____________________ (1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three and nine months ended March 31, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $2,146 and $3,389 for the three and nine months ended March 31, 2019 , respectively, as compared to unrealized losses of $3,582 and $9,708 for the three and nine months ended March 31, 2018 , respectively. |
Net Income Per Share | Net Income (Loss) Per Share Attributable to Cimpress N.V. Basic net income (loss) per share attributable to Cimpress N.V. is computed by dividing net income (loss) attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (loss) 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 performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Weighted average shares outstanding, basic 30,763,055 30,724,018 30,837,207 30,992,066 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 751,738 — 943,934 1,284,454 Shares used in computing diluted net income (loss) per share attributable to Cimpress N.V. 31,514,793 30,724,018 31,781,141 32,276,520 Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress N.V. (1) — 1,448,530 — 3,054 _____________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive. |
Build-to-Suit Lease Arrangements | Build-to-Suit Lease Arrangements For accounting purposes, we were deemed to be the owner of two projects during their respective construction periods: the Waltham, Massachusetts office building lease and a lease executed during the first quarter of fiscal 2019 for a production facility in Dallas, Texas. For both build-to-suit leases, property, plant and equipment, net, was $121,108 and $111,926 as of March 31, 2019 and June 30, 2018 , respectively, related to the buildings. The financing lease obligation and deferred rent credit related to the buildings on our consolidated balance sheets was $124,526 and $115,312 as of March 31, 2019 and June 30, 2018 , respectively. All additions during the current period were capitalized construction costs related to the Dallas facility. |
Recently Issued or Adopted Accounting Pronouncements | The following table summarizes the cumulative effect of adopting the new revenue standard as of the adoption date of July 1, 2018: Consolidated Balance Sheet As reported at ASC 606 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,846 $ (3,738 ) $ 75,108 Deferred tax assets 67,087 595 67,682 Liabilities and Shareholders' Equity Deferred revenue $ 27,697 $ 103 $ 27,800 Retained earnings 452,756 (3,246 ) 449,510 The following table summarizes the impact as of and for the three and nine months ended March 31, 2019 from adopting the new revenue standard as compared to the previous revenue standard: As reported Current period adjustments As adjusted Consolidated Statement of Operations for the Three Months Ended March 31, 2019 Marketing and selling expense (1) $ 171,584 $ 1,486 $ 173,070 Income tax expense 4,091 (83 ) 4,008 Net income 6,242 (1,403 ) 4,839 Consolidated Statement of Operations for the Nine Months Ended March 31, 2019 Marketing and selling expense (1) $ 566,335 $ (486 ) $ 565,849 Income tax expense 23,971 86 24,057 Net income 60,285 400 60,685 Consolidated Balance Sheet as of March 31, 2019 Assets Prepaid expenses and other current assets $ 92,048 $ 4,224 $ 96,272 Deferred tax assets 57,885 (121 ) 57,764 Liabilities and Shareholders' Equity Accrued expenses $ 207,918 $ 35 $ 207,953 Deferred revenue 34,941 (103 ) 34,838 Retained earnings 503,275 4,171 507,446 _____________________ (1) During the three and nine months ended March 31, 2019 , the adjustment to marketing and selling expense was the impact from National Pen's direct mail costs that resulted in lower expense of $1,486 and higher expense of $486 , respectively. The timing of the expense recognition would have been different under the previous revenue standard since they would have been capitalized within prepaid expense and other current assets and amortized over the customer response period to marketing and selling expense. As of July 1, 2018, we recognized a cumulative effect adjustment within retained earnings of $3,738 . Recently Issued or Adopted Accounting Pronouncements New Accounting Standards Adopted In May 2017, the FASB issued Accounting Standards Update No. 2017-09, "Compensation - Stock Compensation (Topic 718)," (ASU 2017-09), which clarifies the application of Topic 718 when accounting for changes in the terms and conditions of a share-based payment award. Under the new standard, changes to the terms or conditions of a share-based payment award are to be accounted for under modification accounting unless there is no change to the fair value, vesting conditions and classification of the award after modification. We adopted the amendment on its effective date of July 1, 2018. The amendment is applied prospectively, and the new standard did not have a material impact on our consolidated financial statements. 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 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. We adopted the new standard on July 1, 2018. The new standard did not have a material effect 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 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 adopted the new standard on July 1, 2018. The new standard did not have a material effect 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 replaced most existing revenue recognition guidance in U.S. GAAP. The new standard is effective for us as of July 1, 2018. The standard permits the use of either the retrospective or modified retrospective method. We adopted the new standard during the first quarter of fiscal 2019. Refer to the information above for additional details of the adoption. Issued Accounting Standards to be Adopted In August 2018, the FASB issued Accounting Standards Update No. 2018-15 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for us on July 1, 2020. We are currently evaluating the requirements of the standard, and we have not yet determined the impact of adoption on our consolidated financial statements. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities. The amendment is effective for us on July 1, 2019 and permits early adoption, including adoption in an interim period. The standard requires a modified retrospective transition approach, in which we will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. We do not expect this standard to have 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 leases. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019 and we expect to adopt the new standard using the modified retrospective approach. We also plan to use the transition relief package, in which we will not reassess the classification of our existing leases, whether any expired or existing contracts contain leases and if our existing leases have any initial direct costs. We have substantially completed the process of collecting our existing lease contracts and we are currently implementing changes to our systems and processes. While we expect the new standard to have a material impact on our consolidated balance sheet, we have not yet determined the full impact of adoption on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Principles (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table summarizes the cumulative effect of adopting the new revenue standard as of the adoption date of July 1, 2018: Consolidated Balance Sheet As reported at ASC 606 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,846 $ (3,738 ) $ 75,108 Deferred tax assets 67,087 595 67,682 Liabilities and Shareholders' Equity Deferred revenue $ 27,697 $ 103 $ 27,800 Retained earnings 452,756 (3,246 ) 449,510 |
Schedule of Prospective Adoption of New Accounting Pronouncements | The following table summarizes the impact as of and for the three and nine months ended March 31, 2019 from adopting the new revenue standard as compared to the previous revenue standard: As reported Current period adjustments As adjusted Consolidated Statement of Operations for the Three Months Ended March 31, 2019 Marketing and selling expense (1) $ 171,584 $ 1,486 $ 173,070 Income tax expense 4,091 (83 ) 4,008 Net income 6,242 (1,403 ) 4,839 Consolidated Statement of Operations for the Nine Months Ended March 31, 2019 Marketing and selling expense (1) $ 566,335 $ (486 ) $ 565,849 Income tax expense 23,971 86 24,057 Net income 60,285 400 60,685 Consolidated Balance Sheet as of March 31, 2019 Assets Prepaid expenses and other current assets $ 92,048 $ 4,224 $ 96,272 Deferred tax assets 57,885 (121 ) 57,764 Liabilities and Shareholders' Equity Accrued expenses $ 207,918 $ 35 $ 207,953 Deferred revenue 34,941 (103 ) 34,838 Retained earnings 503,275 4,171 507,446 _____________________ (1) During the three and nine months ended March 31, 2019 , the adjustment to marketing and selling expense was the impact from National Pen's direct mail costs that resulted in lower expense of $1,486 and higher expense of $486 , respectively. The timing of the expense recognition would have been different under the previous revenue standard since they would have been capitalized within prepaid expense and other current assets and amortized over the customer response period to marketing and selling expense. As of July 1, 2018, we recognized a cumulative effect adjustment within retained earnings of $3,738 . |
Interest and Other Income | The following table summarizes the components of other (expense) income, net: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Gains (losses) on derivatives not designated as hedging instruments (1) $ 1,258 $ (9,102 ) $ 19,802 $ (19,103 ) Currency-related (losses) gains, net (2) (4,085 ) 7,519 (3,011 ) (7,133 ) Other gains 332 25 595 634 Total other (expense) income, net $ (2,495 ) $ (1,558 ) $ 17,386 $ (25,602 ) _____________________ (1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three and nine months ended March 31, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $2,146 and $3,389 for the three and nine months ended March 31, 2019 , respectively, as compared to unrealized losses of $3,582 and $9,708 for the three and nine months ended March 31, 2018 , respectively. |
Schedule of Weighted Average Number of Shares | The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Weighted average shares outstanding, basic 30,763,055 30,724,018 30,837,207 30,992,066 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 751,738 — 943,934 1,284,454 Shares used in computing diluted net income (loss) per share attributable to Cimpress N.V. 31,514,793 30,724,018 31,781,141 32,276,520 Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress N.V. (1) — 1,448,530 — 3,054 _____________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
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: March 31, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 2,329 $ — $ 2,329 $ — Currency forward contracts 12,483 — 12,483 — Currency option contracts 6,238 — 6,238 — Total assets recorded at fair value $ 21,050 $ — $ 21,050 $ — Liabilities Interest rate swap contracts $ (3,223 ) $ — $ (3,223 ) $ — Cross-currency swap contracts (11,351 ) — (11,351 ) — Currency forward contracts (1,857 ) — (1,857 ) — Total liabilities recorded at fair value $ (16,431 ) $ — $ (16,431 ) $ — June 30, 2018 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 $ 13,370 $ — $ 13,370 $ — Currency forward contracts 9,202 — 9,202 — Currency option contracts 1,782 — 1,782 — Total assets recorded at fair value $ 24,354 $ — $ 24,354 $ — Liabilities Cross-currency swap contracts $ (25,348 ) $ — $ (25,348 ) $ — Currency forward contracts (14,201 ) — (14,201 ) — Currency option contracts (85 ) — (85 ) — Total liabilities recorded at fair value $ (39,634 ) $ — $ (39,634 ) $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | As of March 31, 2019 , we had ten outstanding interest rate swap contracts indexed to USD LIBOR. These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2025. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of March 31, 2019 $ 440,000 Contracts with a future start date 90,000 Total $ 530,000 As of March 31, 2019 , we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $719,830 December 2017 through March 2019 Various dates through March 2021 550 Various |
Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of March 31, 2019 and June 30, 2018 . Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. March 31, 2019 Asset Derivatives Liability Derivatives Derivatives designated as hedging instruments Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ 2,329 $ — $ 2,329 Other current liabilities / other liabilities $ (3,378 ) $ 155 $ (3,223 ) Cross-currency swaps Other current assets — — — Other current liabilities (3,839 ) — (3,839 ) Derivatives in net investment hedging relationships Currency forward contracts Other non-current assets 4,194 — 4,194 Other current liabilities / other liabilities (2,250 ) 637 (1,613 ) Total derivatives designated as hedging instruments $ 6,523 $ — $ 6,523 $ (9,467 ) $ 792 $ (8,675 ) Derivatives not designated as hedging instruments Cross-currency swaps Other current assets $ — $ — $ — Other current liabilities $ (7,512 ) $ — $ (7,512 ) Currency forward contracts Other current assets / other assets 12,385 (4,096 ) 8,289 Other current liabilities / other liabilities (545 ) 301 (244 ) Currency option contracts Other current assets / other assets 6,238 — 6,238 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 18,623 $ (4,096 ) $ 14,527 $ (8,057 ) $ 301 $ (7,756 ) June 30, 2018 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 $ 13,374 $ (4 ) $ 13,370 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other non-current assets — — — Other liabilities (10,659 ) — (10,659 ) Derivatives in net investment hedging relationships Cross-currency swaps Other non-current assets — — — Other liabilities (14,689 ) — (14,689 ) Currency forward contracts Other non-current assets — — — Other liabilities (13,387 ) — (13,387 ) Total derivatives designated as hedging instruments $ 13,374 $ (4 ) $ 13,370 $ (38,735 ) $ — $ (38,735 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 10,433 $ (1,231 ) $ 9,202 Other current liabilities / other liabilities $ (1,080 ) $ 266 $ (814 ) Currency option contracts Other current assets / other assets 1,782 — 1,782 Other current liabilities / other liabilities (85 ) — (85 ) Total derivatives not designated as hedging instruments $ 12,215 $ (1,231 ) $ 10,984 $ (1,165 ) $ 266 $ (899 ) |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | The following table presents the effect of the effective portion of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the three and nine months ended March 31, 2019 and 2018 : Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives (Effective Portion) Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate swaps $ (6,102 ) $ 6,087 $ (10,916 ) $ 7,330 Cross-currency swaps (1,273 ) 2,321 (2,656 ) 5,492 Derivatives in net investment hedging relationships Cross-currency swaps 1,542 (3,873 ) 6,557 (10,307 ) Currency forward contracts 7,050 (5,576 ) 14,369 (13,935 ) Total $ 1,217 $ (1,041 ) $ 7,354 $ (11,420 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2019 and 2018 : Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Statement of Operations Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate swaps $ (314 ) $ 100 $ (105 ) $ (6 ) Interest expense, net Cross-currency swaps 2,146 (3,321 ) 5,920 (8,756 ) Other (expense) income, net Total before income tax 1,832 (3,221 ) 5,815 (8,762 ) Income before income taxes Income tax (458 ) 805 (1,454 ) 2,212 Income tax expense (benefit) Total $ 1,374 $ (2,416 ) $ 4,361 $ (6,550 ) |
Derivatives Not Designated as Hedging Instruments | 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 (Loss) Affected line item in the Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Currency contracts $ 1,258 $ (9,103 ) $ 19,802 $ (19,382 ) Other (expense) income, net Interest rate swaps 29 1 (185 ) 279 Other (expense) income, net Total $ 1,287 $ (9,102 ) $ 19,617 $ (19,103 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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 $4,566 for the nine months ended March 31, 2019 : Gains (losses) on cash flow hedges (1) Translation adjustments, net of hedges (2) Total Balance as of June 30, 2018 $ 8,195 $ (78,009 ) $ (69,814 ) Other comprehensive (loss) income before reclassifications (13,572 ) 8,223 (5,349 ) Amounts reclassified from accumulated other comprehensive loss to net income (loss) 4,361 — 4,361 Net current period other comprehensive (loss) income (9,211 ) 8,223 (988 ) Balance as of March 31, 2019 $ (1,016 ) $ (69,786 ) $ (70,802 ) ________________________ (1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of March 31, 2019 and June 30, 2018, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses of $1,089 and $22,014 , respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The carrying amount of goodwill by reportable segment as of March 31, 2019 and June 30, 2018 was as follows: Vistaprint Upload and Print National Pen All Other Businesses Total Balance as of June 30, 2018 $ 146,207 $ 328,771 $ 34,434 $ 11,431 $ 520,843 Acquisitions (1) — 2,686 — 212,105 214,791 Effect of currency translation adjustments (2) (1,601 ) (13,299 ) — — (14,900 ) Balance as of March 31, 2019 $ 144,606 $ 318,158 $ 34,434 $ 223,536 $ 720,734 _________________ (1) Refer to Note 7 for additional details related to our acquisitions of BuildASign and VIDA. We also recognized goodwill related to a small acquisition of a supplier by one of our businesses within our Upload and Print reportable segment. (2) Related to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The fair value of the assets acquired and liabilities assumed was as follows: Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 4,093 n/a Accounts receivable, net 510 n/a Inventory 1,107 n/a Other current assets (1) 6,937 n/a Property, plant and equipment, net 12,080 n/a Accounts payable (3,369 ) n/a Accrued expenses (1) (11,334 ) n/a Other current liabilities (2,658 ) n/a Long-term liabilities (3,949 ) n/a Identifiable intangible assets: Trade name 47,600 15 years Developed technology 28,900 3 - 7 years Customer relationships 12,430 2 - 5 years Noncontrolling interest (3,356 ) n/a Goodwill (2) 186,088 n/a Total purchase price $ 275,079 _________________ (1) In connection with the BuildASign acquisition, we recorded an indemnification asset of $5,433 , which represents the seller's obligation under the merger agreement to indemnify us for a portion of their potential contingent liabilities related to certain tax matters. We also recognized a contingent liability of $8,925 , which represents our estimate based on guidance within ASC 450 - "Contingencies," as of the acquisition date. (2) During the third quarter of fiscal 2019, we recorded immaterial measurement period adjustments, which related primarily to the contingent liabilities, as discussed above, and resulted in a decrease to goodwill of $482 . |
Business Acquisition, Pro Forma Information [Table Text Block] | Nine Months Ended March 31, 2019 2018 Pro forma revenue $ 2,108,492 $ 2,053,678 Pro forma net income attributable to Cimpress N.V. 53,285 40,540 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses included the following: March 31, 2019 June 30, 2018 Compensation costs $ 57,688 $ 57,024 Income and indirect taxes 46,771 33,557 Advertising costs 26,572 28,140 Production costs 11,289 8,903 Shipping costs 6,998 5,241 Sales returns 6,051 5,076 Purchases of property, plant and equipment 1,355 4,489 Professional fees 2,898 3,802 Interest payable 9,209 1,653 Other 39,087 38,776 Total accrued expenses $ 207,918 $ 186,661 |
Other Current Liabilities | Other current liabilities included the following: March 31, 2019 June 30, 2018 Short-term derivative liabilities $ 16,141 $ 31,054 Current portion of lease financing obligation 12,569 12,569 Current portion of capital lease obligations 11,171 10,747 Other 2,985 601 Total other current liabilities $ 42,866 $ 54,971 |
Other Liabilities | Other liabilities included the following: March 31, 2019 June 30, 2018 Long-term capital lease obligations $ 17,969 $ 16,883 Long-term derivative liabilities 5,478 10,080 Liability-based equity award (1) 6,791 15,464 Mandatorily redeemable noncontrolling interest (1) 2,630 4,366 Other 21,048 22,731 Total other liabilities $ 53,916 $ 69,524 _______________________ (1) These liabilities relate to share-based compensation awards and mandatorily redeemable noncontrolling interest associated with our Printi business. During the third quarter of fiscal 2019, we recognized a decrease to these liabilities due to a reduction in the estimated present value of the future settlement amount, which is calculated based on certain contractual financial measures in the period we expect the put or call option to be exercised. As the estimated contractual settlement value has decreased, we have reclassified $14,531 of the aggregate liability to a contra-asset as a reserve against the associated loan receivable asset that represents prepayments for these obligations. Refer to Note 12 for additional details. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt March 31, 2019 June 30, 2018 Senior secured credit facility $ 671,914 $ 432,414 7.0% Senior unsecured notes due 2026 400,000 400,000 Other 15,689 7,015 Debt issuance costs and debt discounts (12,488 ) (12,585 ) Total debt outstanding, net 1,075,115 826,844 Less: short-term debt (1) 64,516 59,259 Long-term debt $ 1,010,599 $ 767,585 _____________________ (1) Balances as of March 31, 2019 and June 30, 2018 are inclusive of short-term debt issuance costs and debt discounts of $2,398 and $2,012 , respectively. |
Noncontrolling interests (Table
Noncontrolling interests (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2018 $ 86,151 $ 285 Acquisition of noncontrolling interest (1) 9,061 — Reclassification to redeemable noncontrolling interest (2) 308 (308 ) Accretion to redemption value recognized in retained earnings (3) 7,133 — Net loss attributable to noncontrolling interest (614 ) (6 ) Distribution to noncontrolling interest (3,375 ) — Purchase of noncontrolling interests (4) (41,177 ) — Shares forfeited by noncontrolling interest (591 ) — Foreign currency translation (4,530 ) 29 Balance as of March 31, 2019 $ 52,366 $ — ___________________ (1) Includes the noncontrolling interests related to our VIDA and BuildASign acquisitions. Refer to Note 7 for additional details. (2) During the first quarter of fiscal 2019, we amended our agreement with one noncontrolling interest holder and agreed to put and call options related to their existing noncontrolling interest. As such, we reclassified the noncontrolling interest to redeemable noncontrolling interest since the exercise is not solely within our control. (3) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of the redemption amount estimated to be greater than carrying value but less than fair value. (4) During the second quarter of fiscal 2019, we purchased the WIRmachenDRUCK noncontrolling interest for $41,177 . |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth revenue by reportable segments, as well as disaggregation of revenue by major geographic regions and reportable segments. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Revenue: Vistaprint (1) $ 349,901 $ 357,606 $ 1,121,156 $ 1,105,557 Upload and Print (2) 188,135 183,768 564,099 536,685 National Pen (3) 79,721 81,545 278,643 267,360 All Other Businesses (4) 50,109 18,865 130,824 67,913 Total segment revenue 667,866 641,784 2,094,722 1,977,515 Inter-segment eliminations (6,052 ) (5,715 ) (18,360 ) (16,108 ) Total consolidated revenue $ 661,814 $ 636,069 $ 2,076,362 $ 1,961,407 _____________________ (1) Vistaprint segment revenues include inter-segment revenue of $3,198 and $9,463 for the three and nine months ended March 31, 2019 , respectively, and $2,747 and $7,753 for the prior comparative periods, respectively. (2) Upload and Print segment revenues include inter-segment revenue of $159 and $887 for the three and nine months ended March 31, 2019 , respectively and $329 and $1,137 for the prior comparative periods, respectively. (3) National Pen segment revenues include inter-segment revenue of $1,280 and $2,784 for the three and nine months ended March 31, 2019 , respectively, and $805 and $2,275 for the prior comparative periods, respectively. (4) All Other Businesses segment revenues include inter-segment revenue of $1,415 and $5,226 for the three and nine months ended March 31, 2019 , respectively, and $1,834 and $4,943 for the prior comparative periods, respectively. The All Other Businesses segment includes the revenue of the VIDA and BuildASign's businesses since its acquisition of July 2, 2018 and October 1, 2018, respectively, as well as the Albumprinter business during the nine months ended March 31, 2018 until the sale completion date of August 31, 2017. | |
Disaggregation of Revenue | Three Months Ended March 31, 2018 Vistaprint Upload and Print National Pen All Other Total North America $ 244,561 $ 45 $ 40,813 $ 6,008 $ 291,427 Europe 92,305 183,394 31,983 576 308,258 Other 17,993 — 7,944 10,447 36,384 Inter-segment 2,747 329 805 1,834 5,715 Total segment revenue 357,606 183,768 81,545 18,865 641,784 Less: inter-segment elimination (2,747 ) (329 ) (805 ) (1,834 ) (5,715 ) Total external revenue $ 354,859 $ 183,439 $ 80,740 $ 17,031 $ 636,069 Three Months Ended March 31, 2019 Vistaprint Upload and Print National Pen All Other Total North America $ 244,830 $ — $ 41,697 $ 38,279 $ 324,806 Europe 85,575 187,976 29,895 756 304,202 Other 16,298 — 6,849 9,659 32,806 Inter-segment 3,198 159 1,280 1,415 6,052 Total segment revenue 349,901 188,135 79,721 50,109 667,866 Less: inter-segment elimination (3,198 ) (159 ) (1,280 ) (1,415 ) (6,052 ) Total external revenue $ 346,703 $ 187,976 $ 78,441 $ 48,694 $ 661,814 Nine Months Ended March 31, 2019 Vistaprint Upload and Print National Pen All Other Total North America $ 765,684 $ — $ 137,603 $ 92,490 $ 995,777 Europe 291,506 563,212 113,404 2,226 970,348 Other 54,503 — 24,852 30,882 110,237 Inter-segment 9,463 887 2,784 5,226 18,360 Total segment revenue 1,121,156 564,099 278,643 130,824 2,094,722 Less: inter-segment elimination (9,463 ) (887 ) (2,784 ) (5,226 ) (18,360 ) Total external revenue $ 1,111,693 $ 563,212 $ 275,859 $ 125,598 $ 2,076,362 | Nine Months Ended March 31, 2018 Vistaprint Upload and Print National Pen All Other Total North America $ 738,921 $ 2,141 $ 131,100 $ 14,928 $ 887,090 Europe 300,477 533,407 112,261 14,251 960,396 Other 58,406 — 21,724 33,791 113,921 Inter-segment 7,753 1,137 2,275 4,943 16,108 Total segment revenue 1,105,557 536,685 267,360 67,913 1,977,515 Less: inter-segment elimination (7,753 ) (1,137 ) (2,275 ) (4,943 ) (16,108 ) Total external revenue $ 1,097,804 $ 535,548 $ 265,085 $ 62,970 $ 1,961,407 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table includes segment profit (loss) by reportable segment, total income from operations and total income before income taxes. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Segment profit (loss): Vistaprint $ 69,713 $ 57,661 $ 200,765 $ 187,605 Upload and Print 17,865 17,367 56,498 54,605 National Pen (1) (1,713 ) 355 5,113 19,185 All Other Businesses (6,964 ) (9,342 ) (24,117 ) (25,459 ) Total segment profit 78,901 66,041 238,259 235,936 Central and corporate costs (28,499 ) (35,891 ) (76,540 ) (97,558 ) Acquisition-related amortization and depreciation (14,089 ) (13,030 ) (40,372 ) (38,330 ) Earn-out related charges (2) — — — (2,391 ) Share-based compensation related to investment consideration — — (2,893 ) (1,047 ) Certain impairments and other adjustments (3) (607 ) — (607 ) — Restructuring-related charges (7,866 ) (2,331 ) (9,062 ) (14,686 ) Interest expense for Waltham, MA lease 1,775 1,838 5,457 5,645 Gain on the purchase or sale of subsidiaries (4) — — — 48,380 Total income from operations 29,615 16,627 114,242 135,949 Other (expense) income, net (2,495 ) (1,558 ) 17,386 (25,602 ) Interest expense, net (16,787 ) (12,652 ) (47,372 ) (38,263 ) Income before income taxes $ 10,333 $ 2,417 $ 84,256 $ 72,084 ___________________ (1) During the first quarter of fiscal 2019, we adopted ASC 606, Revenue from Contracts with Customers, which is the new revenue standard described in Note 2 of the accompanying consolidated financial statements. We applied the new standard under the modified retrospective method, in which we did not apply the new standard to the prior comparable period. The adoption of the new standard resulted in lower direct mail advertising costs within our National Pen business during the three months ended March 31, 2019 of $1,486 , as compared to the prior comparative period, due to the earlier recognition of costs during the first quarter of fiscal 2019. During the nine months ended March 31, 2019 , the new standard had a negative impact on operating income and adjusted net operating profit of $486 , as compared to the prior comparative period. Direct mail advertising costs were previously capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. (2) 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. (3) Includes the impact of certain impairments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other", as well as reserves recognized for loans as defined by ASC 326 - "Financial Instruments - Credit Losses." (4) Includes the impact of the gain on the sale of Albumprinter that was recognized in general and administrative expense in our consolidated statement of operations during the nine months ended March 31, 2018 . | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Depreciation and amortization: Vistaprint $ 16,317 $ 16,460 $ 48,185 $ 48,943 Upload and Print 12,702 15,701 40,196 45,426 National Pen 5,371 5,372 15,814 15,742 All Other Businesses 6,935 2,538 15,587 6,981 Central and corporate costs 3,009 3,366 9,772 10,028 Total depreciation and amortization $ 44,334 $ 43,437 $ 129,554 $ 127,120 Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Purchases of property, plant and equipment: Vistaprint $ 4,628 $ 4,843 $ 25,860 $ 29,342 Upload and Print 952 2,279 8,111 11,270 National Pen 745 1,183 7,780 4,891 All Other Businesses 12,228 252 15,077 1,231 Central and corporate costs 614 210 1,106 707 Total purchases of property, plant and equipment $ 19,167 $ 8,767 $ 57,934 $ 47,441 Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Capitalization of software and website development costs: Vistaprint $ 6,659 $ 7,186 $ 19,274 $ 18,266 Upload and Print 962 1,149 2,964 2,939 National Pen 1,035 302 2,511 669 All Other Businesses 1,517 443 3,329 1,811 Central and corporate costs 2,543 2,282 6,559 5,791 Total capitalization of software and website development costs $ 12,716 $ 11,362 $ 34,637 $ 29,476 | |
Revenues and long-lived assets by geographic area | The following table sets forth long-lived assets by geographic area: March 31, 2019 June 30, 2018 Long-lived assets (1): Netherlands $ 84,313 $ 109,556 Canada 75,427 81,334 United States 57,492 45,709 Switzerland 55,976 52,523 Italy 41,475 42,514 Jamaica 21,741 21,720 Australia 21,504 22,418 France 19,277 20,131 Japan 17,769 19,117 Other 79,140 67,842 Total $ 474,114 $ 482,864 ___________________ (1) Excludes goodwill of $720,734 and $520,843 , intangible assets, net of $273,831 and $230,201 , build-to-suit lease assets of $121,108 and $111,926 , and deferred tax assets of $57,885 and $67,087 as of March 31, 2019 and June 30, 2018 , respectively. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs | The following table summarizes the restructuring activity during the nine months ended March 31, 2019 : Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2018 $ 1,385 $ 2 $ 1,387 Restructuring charges (1) 8,758 304 9,062 Cash payments (4,749 ) (27 ) (4,776 ) Non-cash charges (2) (3,250 ) (279 ) (3,529 ) Accrued restructuring liability as of March 31, 2019 $ 2,144 $ — $ 2,144 ___________________ (1) During the three and nine months ended March 31, 2019, Vistaprint recognized restructuring charges of $7,225 and $7,539 , respectively, related primarily to the action discussed above. All Other Businesses incurred immaterial restructuring charges of $630 and $731 , respectively. Upload and Print recognized restructuring charges of $593 for the nine months ended March 31, 2019, related to an immaterial action during the second quarter of fiscal 2019. For the three and nine months ended March 31, 2019, our Central and Corporate cost center incurred restructuring charges of $11 and $199 , respectively, related to a prior year action. (2) Non-cash charges primarily include acceleration of share-based compensation expenses. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |||||
Accounting Policies [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1,287 | $ (9,102) | [1] | $ 19,617 | $ (19,103) | [1] | |||
Foreign Currency Transaction Gain (Loss), Realized | [2] | (4,085) | 7,519 | (3,011) | (7,133) | ||||
Other Nonoperating Gains (Losses) | 332 | 25 | 595 | 634 | |||||
Other (expense) income, net | $ (2,495) | $ (1,558) | 17,386 | (25,602) | |||||
Payments for Repurchase of Common Stock | $ 26,117 | $ 94,710 | |||||||
Weighted average shares outstanding — basic | 30,763,055 | 30,724,018 | 30,837,207 | 30,992,066 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 751,738 | 0 | 943,934 | 1,284,454 | |||||
Weighted average shares outstanding — diluted | 31,514,793 | 30,724,018 | 31,781,141 | 32,276,520 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,448,530 | 0 | 3,054 | |||||
Property, plant and equipment, net | $ 498,324 | $ 498,324 | $ 483,664 | ||||||
Build-to-Suit [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Other Liabilities | 124,526 | 124,526 | 115,312 | ||||||
Property, plant and equipment, net | 121,108 | 121,108 | $ 111,926 | ||||||
Foreign Exchange Forward [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 1,258 | $ (9,103) | 19,802 | [1] | $ (19,382) | ||||
Cross Currency Interest Rate Contract [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | $ 2,146 | $ 3,582 | $ 3,389 | $ 9,708 | |||||
[1] | Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. | ||||||||
[2] | We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net for the three and nine months ended March 31, 2019 and 2018 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $2,146 and $3,389 for the three and nine months ended March 31, 2019, respectively, as compared to unrealized losses of $3,582 and $9,708 for the three and nine months ended March 31, 2018, respectively. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Change in Accounting Estimate [Line Items] | ||||
Share-based compensation expense | $ 7,754 | $ 13,492 | $ 13,950 | $ 33,718 |
Supplemental Performance Share Units [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Share-based compensation expense | $ 15,397 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Revenue, initial Application Period Cumulative Effect Transition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 01, 2018 | Jun. 30, 2018 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Marketing and selling expense | [1] | $ 171,584 | $ 179,591 | $ 566,335 | $ 546,469 | ||||
Income tax expense | 4,091 | 4,019 | 23,971 | 19,657 | |||||
Net income | 6,242 | $ (1,602) | 60,285 | $ 52,427 | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 3,246 | $ 5,864 | |||||||
Prepaid expenses and other current assets | 92,048 | 92,048 | $ 75,108 | $ 78,846 | |||||
Deferred tax assets | 57,885 | 57,885 | 67,682 | 67,087 | |||||
Accrued expenses | 207,918 | 207,918 | 186,661 | ||||||
Deferred Revenue | 27,800 | 27,697 | |||||||
Retained earnings | 503,275 | 503,275 | 449,510 | 452,756 | |||||
Deferred Revenue, Current | 34,941 | 34,941 | $ 27,697 | ||||||
Accounting Standards Update 2014-09 [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
Marketing and selling expense | 173,070 | 565,849 | |||||||
Income tax expense | 4,008 | 24,057 | |||||||
Net income | 4,839 | 60,685 | |||||||
Prepaid expenses and other current assets | 96,272 | 96,272 | |||||||
Deferred tax assets | 57,764 | 57,764 | |||||||
Accrued expenses | 207,953 | 207,953 | |||||||
Deferred Revenue | 34,838 | 34,838 | |||||||
Retained earnings | 507,446 | 507,446 | |||||||
Marketing and selling expense | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (1,486) | 486 | |||||||
Marketing and selling expense | Retained Earnings [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (3,738) | ||||||||
Income Taxes [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 83 | (86) | |||||||
Net Loss [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 1,403 | (400) | |||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (3,738) | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (4,224) | ||||||||
Deferred Tax Assets [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (595) | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 121 | ||||||||
Deferred Revenue [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (103) | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (103) | ||||||||
Accrued Liabilities [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (35) | ||||||||
Retained Earnings [Member] | |||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 3,246 | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (4,171) | ||||||||
[1] | Share-based compensation is allocated as follows: |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | $ (5,564) | |
Debt, Long-term and Short-term, Combined Amount | 1,075,115 | $ 826,844 |
Debt Instrument, Fair Value Disclosure | 1,073,602 | 847,520 |
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 | 1,087,603 | 839,429 |
Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 21,050 | 24,354 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 16,431 | 39,634 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 2,329 | 13,370 |
Derivative Liability | (3,223) | |
Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (11,351) | (25,348) |
Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 12,483 | 9,202 |
Derivative Liability | (1,857) | (14,201) |
Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 6,238 | 1,782 |
Derivative Liability | (85) | |
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 | 18,623 | 12,215 |
Derivative Liability | (899) | |
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 | 12,385 | 10,433 |
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,289 | 9,202 |
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 | 6,238 | 1,782 |
Derivative Liability | 0 | (85) |
Foreign Currency Contract, Asset, Fair Value Disclosure | 6,238 | 1,782 |
Fair Value, Inputs, Level 2 [Member] | Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 21,050 | 24,354 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 16,431 | 39,634 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 2,329 | 13,370 |
Derivative Liability | (3,223) | |
Fair Value, Inputs, Level 2 [Member] | Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (11,351) | (25,348) |
Fair Value, Inputs, Level 2 [Member] | Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 12,483 | |
Derivative Liability | $ (1,857) | $ (14,201) |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2019USD ($)instrument | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)instrument | Mar. 31, 2018USD ($)instrument | Jun. 30, 2018USD ($) | ||||
Derivative [Line Items] | ||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1,287 | $ (9,102) | [1] | $ 19,617 | $ (19,103) | [1] | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 1,217 | (1,041) | 7,354 | $ (11,420) | ||||
Foreign Exchange Option [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 6,238 | 6,238 | $ 1,782 | |||||
Derivative Liability | (85) | |||||||
Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 2,329 | 2,329 | 13,370 | |||||
Derivative Liability | (3,223) | $ (3,223) | ||||||
Derivative, Number of Ineffective Instruments Held | instrument | 5 | 7 | ||||||
Notional Amount of Interest Rate Derivatives | 440,000 | $ 440,000 | ||||||
Notional value of contracts with future start date | 90,000 | 90,000 | ||||||
Total current and future notional amount | $ 530,000 | $ 530,000 | ||||||
Derivative, Number of Instruments Held | instrument | 10 | 10 | ||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 29 | 1 | $ (185) | $ 279 | ||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 786 | |||||||
Foreign Exchange Forward [Member] | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount of Foreign Currency Derivatives | $ 719,830 | $ 719,830 | ||||||
Derivative, Number of Instruments Held | instrument | 550 | 550 | ||||||
Derivative, Underlying Basis | Various | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 1,258 | (9,103) | $ 19,802 | [1] | (19,382) | |||
Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 12,483 | 12,483 | 9,202 | |||||
Derivative Liability | (1,857) | (1,857) | (14,201) | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | $ (3,839) | $ (3,839) | ||||||
Derivative, Number of Instruments Held | instrument | 2 | 2 | ||||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 453 | |||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ (1,273) | 2,321 | (2,656) | 5,492 | ||||
Interest Expense [Member] | Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (6,102) | 6,087 | (10,916) | 7,330 | ||||
Fair value, recurring measurements [Member] | Foreign Exchange Forward [Member] | ||||||||
Derivative [Line Items] | ||||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (7,756) | (7,756) | ||||||
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 | (314) | 100 | (105) | (6) | ||||
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 | 2,146 | 3,321 | 5,920 | (8,756) | ||||
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 | (1,374) | 2,416 | (4,361) | 6,550 | ||||
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 | 1,832 | (3,221) | 5,815 | (8,762) | ||||
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 | 458 | (805) | (1,454) | 2,212 | ||||
Cash Flow Hedging [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount of Foreign Currency Derivatives | 120,011 | 120,011 | ||||||
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 | instrument | 2 | 2 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 1,542 | (3,873) | $ 6,557 | (10,307) | ||||
Net Investment Hedging [Member] | Forward Contracts [Member] | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount of Foreign Currency Derivatives | $ 326,718 | $ 326,718 | ||||||
Derivative, Number of Instruments Held | instrument | 10 | 10 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 7,050 | $ (5,576) | $ 14,369 | $ (13,935) | ||||
Designated as Hedging Instrument [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 6,523 | 6,523 | 13,374 | |||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | (4) | |||||
Derivative Liability, Fair Value, Gross Liability | (9,467) | (9,467) | (38,735) | |||||
Derivative Liability, Fair Value, Gross Asset | 792 | 792 | 0 | |||||
Derivative Liability | (8,675) | (8,675) | (38,735) | |||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 6,523 | 6,523 | 13,370 | |||||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 2,329 | 2,329 | 13,374 | |||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | (4) | |||||
Derivative Liability, Fair Value, Gross Liability | (3,378) | (3,378) | 0 | |||||
Derivative Liability, Fair Value, Gross Asset | 155 | 155 | 0 | |||||
Interest Rate Cash Flow Hedge Liability at Fair Value | (3,223) | (3,223) | 0 | |||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 2,329 | 2,329 | 13,370 | |||||
Designated as Hedging Instrument [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | (3,839) | (3,839) | (10,659) | |||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (10,659) | |||||||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | (14,689) | |||||||
Derivative Liability, Fair Value, Gross Asset | 0 | |||||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (14,689) | |||||||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Forward Contracts [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 4,194 | 4,194 | ||||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | ||||||
Derivative Liability, Fair Value, Gross Liability | (2,250) | (2,250) | (13,387) | |||||
Derivative Liability, Fair Value, Gross Asset | 637 | 637 | 0 | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (1,613) | (1,613) | (13,387) | |||||
Not Designated as Hedging Instrument [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 18,623 | 18,623 | 12,215 | |||||
Derivative Asset, Fair Value, Gross Liability | (4,096) | (4,096) | 1,231 | |||||
Derivative Liability, Fair Value, Gross Liability | (8,057) | (8,057) | (1,165) | |||||
Derivative Liability, Fair Value, Gross Asset | 301 | 301 | 266 | |||||
Derivative Liability | (899) | |||||||
Derivative Asset | 14,527 | 14,527 | 10,984 | |||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 6,238 | 6,238 | 1,782 | |||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | |||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | (85) | |||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | |||||
Derivative Liability | 0 | 0 | (85) | |||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 6,238 | 6,238 | 1,782 | |||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Asset, Fair Value, Gross Asset | 12,385 | 12,385 | 10,433 | |||||
Derivative Asset, Fair Value, Gross Liability | (4,096) | (4,096) | 1,231 | |||||
Derivative Liability, Fair Value, Gross Liability | (545) | (545) | (1,080) | |||||
Derivative Liability, Fair Value, Gross Asset | 301 | 301 | 266 | |||||
Derivative, Net Liability Position, Aggregate Fair Value | (814) | |||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,289 | 8,289 | $ 9,202 | |||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (244) | (244) | ||||||
Not Designated as Hedging Instrument [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | (7,512) | (7,512) | ||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ (7,512) | $ (7,512) | ||||||
Minimum [Member] | Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Jun. 30, 2019 | |||||||
Minimum [Member] | Foreign Exchange Forward [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Jun. 28, 2019 | |||||||
Minimum [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Apr. 1, 2019 | |||||||
Maximum [Member] | Interest Rate Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Dec. 31, 2025 | |||||||
Maximum [Member] | Foreign Exchange Forward [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Apr. 16, 2024 | |||||||
Maximum [Member] | Currency Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Maturity Date | Jun. 30, 2019 | |||||||
[1] | Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments. |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income (loss), tax | $ (4,566) | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 1,089 | $ (22,014) | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive loss | (70,802) | $ (69,814) | ||
Other comprehensive income (loss) before reclassifications | (5,349) | |||
Amounts reclassified from accumulated other comprehensive loss to net (loss) income | 4,361 | |||
Net current period other comprehensive income (loss) | (988) | |||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive loss | (1,016) | 8,195 | ||
Other comprehensive income (loss) before reclassifications | (13,572) | |||
Amounts reclassified from accumulated other comprehensive loss to net (loss) income | 4,361 | |||
Net current period other comprehensive income (loss) | (9,211) | |||
Accumulated Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive loss | (69,786) | $ (78,009) | [1] | |
Other comprehensive income (loss) before reclassifications | 8,223 | |||
Amounts reclassified from accumulated other comprehensive loss to net (loss) income | 0 | |||
Net current period other comprehensive income (loss) | $ 8,223 | |||
[1] | As of March 31, 2019 and June 30, 2018, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses of $1,089 and $22,014, respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 520,843 | |||
Goodwill, Acquired During Period | 214,791 | |||
Effect of Currency Translation Adjustments | (14,900) | |||
Ending Balance | $ 720,734 | 720,734 | ||
Amortization of acquired intangible assets | 14,022 | $ 12,941 | 40,169 | $ 38,132 |
Vistaprint Business [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 146,207 | |||
Goodwill, Acquired During Period | 0 | |||
Effect of Currency Translation Adjustments | (1,601) | |||
Ending Balance | 144,606 | 144,606 | ||
Upload and Print Businesses [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 328,771 | |||
Goodwill, Acquired During Period | 2,686 | |||
Effect of Currency Translation Adjustments | (13,299) | |||
Ending Balance | 318,158 | 318,158 | ||
National Pen CO. LLC [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 34,434 | |||
Goodwill, Acquired During Period | 0 | |||
Effect of Currency Translation Adjustments | 0 | |||
Ending Balance | 34,434 | 34,434 | ||
All Other Businesses [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 11,431 | |||
Goodwill, Acquired During Period | 212,105 | |||
Effect of Currency Translation Adjustments | 0 | |||
Ending Balance | $ 223,536 | $ 223,536 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 02, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill, Acquired During Period | $ 214,791 | ||||
BuildASign LLC [Domain] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 4,093 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 1,107 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 99.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.00% | ||||
Business Combination, Consideration Transferred | $ 275,079 | ||||
Goodwill, Acquired During Period | 186,088 | ||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | (3,356) | ||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 5,433 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 8,925 | ||||
Payments to Acquire Businesses, Gross | 275,079 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (11,334) | ||||
Other current liabilities | (2,658) | ||||
Long-term liabilities | (3,949) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 510 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (3,369) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 12,080 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 6,937 | ||||
Goodwill, Purchase Accounting Adjustments | 482 | ||||
Business Acquisition, Pro Forma Revenue | 2,108,492 | $ 2,053,678 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 53,285 | $ 40,540 | |||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 1,047 | 1,140 | |||
BuildASign LLC [Domain] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 47,600 | ||||
BuildASign LLC [Domain] | Trade Names [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
BuildASign LLC [Domain] | Trade Names [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
BuildASign LLC [Domain] | Developed Technology Rights [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 28,900 | ||||
BuildASign LLC [Domain] | Developed Technology Rights [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||||
BuildASign LLC [Domain] | Developed Technology Rights [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||
BuildASign LLC [Domain] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 12,430 | ||||
BuildASign LLC [Domain] | Customer Relationships [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||
BuildASign LLC [Domain] | Customer Relationships [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
VIDA Group Co. [Domain] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 73.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 27.00% | ||||
Business Combination, Consideration Transferred | 20,548 | ||||
Goodwill, Acquired During Period | $ 26,017 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 647 | ||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ (5,705) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Schedule of other current liabilities [Line Items] | ||
Compensation costs | $ 57,688 | $ 57,024 |
Income and indirect taxes | 46,771 | 33,557 |
Accrued Advertising | 26,572 | 28,140 |
Shipping costs | 6,998 | 5,241 |
Sales returns | 6,051 | 5,076 |
Production costs | 11,289 | 8,903 |
Interest Payable | 9,209 | 1,653 |
Purchases of property, plant and equipment | 1,355 | 4,489 |
Professional costs | 2,898 | 3,802 |
Other | 39,087 | 38,776 |
Accrued Liabilities | $ 207,918 | $ 186,661 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Schedule of other current liabilities [Line Items] | ||
Lease financing obligation, short-term portion | $ 12,569 | $ 12,569 |
Derivative Liability, Current | 16,141 | 31,054 |
Capital Lease Obligations, Current | 11,171 | 10,747 |
Other Liabilities, Current | 42,866 | 54,971 |
Business Combination, Contingent Consideration, Liability | 5,564 | |
Other Current Liabilities [Member] | ||
Schedule of other current liabilities [Line Items] | ||
Other Liabilities, Current | $ 2,985 | $ 601 |
Other Balance Sheet Component_2
Other Balance Sheet Components Other liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2018 | ||
Schedule of other liabilities [Line Items] | |||
Capital Lease Obligations, Noncurrent | $ 17,969 | $ 16,883 | |
Derivative Liability, Noncurrent | 5,478 | 10,080 | |
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent | 6,791 | 15,464 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount, Noncurrent | [1] | 2,630 | 4,366 |
Other Liabilities, Noncurrent | 53,916 | 69,524 | |
Other Noncurrent Liabilities [Member] | |||
Schedule of other liabilities [Line Items] | |||
Other Liabilities, Noncurrent | 21,048 | $ 22,731 | |
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent [Member] | |||
Schedule of other liabilities [Line Items] | |||
Increase (Decrease) in Other Noncurrent Liabilities | $ 14,531 | ||
[1] | These liabilities relate to share-based compensation awards and mandatorily redeemable noncontrolling interest associated with our Printi business. During the third quarter of fiscal 2019, we recognized a decrease to these liabilities due to a reduction in the estimated present value of the future settlement amount, which is calculated based on certain contractual financial measures in the period we expect the put or call option to be exercised. As the estimated contractual settlement value has decreased, we have reclassified $14,531 of the aggregate liability to a contra-asset as a reserve against the associated loan receivable asset that represents prepayments for these obligations. Refer to Note 12 for additional details. |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 15, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Line of Credit Facility [Line Items] | ||||
Debt, Long-term and Short-term, Combined Amount | $ 1,075,115 | $ 826,844 | ||
Other Long-term Debt | 15,689 | 7,015 | ||
Short-term debt | 64,516 | 59,259 | ||
Long-term debt | $ 1,010,599 | 767,585 | ||
Description of variable rate basis | LIBOR | |||
Debt Instrument, Unamortized Discount | $ (12,488) | (12,585) | [1] | |
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Unamortized Discount | (2,398) | (2,012) | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt, Long-term and Short-term, Combined Amount | 671,914 | 432,414 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,602,819 | |||
Line of Credit [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on LIBOR | 1.375% | |||
Commitment fee (percentage) | 0.225% | |||
Line of Credit [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on LIBOR | 2.00% | |||
Commitment fee (percentage) | 0.35% | |||
Revolving Loan, Maturity June 14, 2023 | ||||
Line of Credit Facility [Line Items] | ||||
Weighted average interest rate | 3.94% | |||
Senior Notes due 2022 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior Notes | $ 400,000 | |||
Senior Notes due 2026 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior Notes | $ 400,000 | |||
Proceeds from Issuance of Private Placement | $ 400,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||
Term Loan [Domain] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | 515,562 | |||
Revolving Loan, Maturity June 14, 2023 | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity after June 14, 2018 Amendment | $ 1,087,257 | |||
Redemption Any Time Prior to April 1, 2018 | Senior Notes due 2026 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 107.00% | |||
Redemption Any Time Prior to April 1, 2018 - Percentage of Aggregate Outstanding Principal | Senior Notes due 2026 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |||
[1] | Balances as of March 31, 2019 and June 30, 2018 are inclusive of short-term debt issuance costs and debt discounts of $2,398 and $2,012, respectively. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | $ 4,091 | $ 4,019 | $ 23,971 | $ 19,657 |
Unrecognized Tax Benefits | 4,859 | 4,859 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 462 | 462 | ||
Tax Cuts and Jobs Act of 2017 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | 5,574 | $ 4,701 | ||
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits | 600 | 600 | ||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits | $ 700 | 700 | ||
ITALY | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | $ 3,547 |
Noncontrolling interests (Detai
Noncontrolling interests (Details) € in Thousands, $ in Thousands | Dec. 20, 2018USD ($) | Dec. 20, 2018EUR (€) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019EUR (€) | Jul. 02, 2018 | Jun. 30, 2018USD ($) | Apr. 15, 2015 |
Noncontrolling Interest [Line Items] | |||||||||||
Proceeds from Noncontrolling Interests | $ 0 | $ 35,390 | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 0 | 0 | $ 285 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (288) | $ 663 | (620) | 1,394 | |||||||
Distribution to noncontrolling interest | (3,375) | $ 0 | |||||||||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | (4,530) | ||||||||||
Temporary Equity, Accretion to Redemption Value | $ 7,140 | ||||||||||
WIRmachenDRUCK GmbH [Member] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ (41,177) | € (36,173) | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 12.00% | 12.00% | |||||||||
Distribution to noncontrolling interest | (3,375) | ||||||||||
Temporary Equity, Accretion to Redemption Value | 7,133 | ||||||||||
Exagroup SAS [Member] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 30.00% | ||||||||||
Redeemable Noncontrolling Interest, Equity, Other, Redemption Value | € | € 39,000 | ||||||||||
VIDA Group Co. [Domain] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Noncontrolling Interest, Period Increase (Decrease) | (591) | ||||||||||
Noncontrolling Interest [Member] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | 0 | 285 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (6) | ||||||||||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | 29 | ||||||||||
Reclassification to redeemable noncontrolling interest | (308) | ||||||||||
Redeemable noncontrolling interest [Member] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 52,366 | 52,366 | $ 86,151 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (614) | ||||||||||
Proceeds from Contributions from Affiliates | 9,061 | ||||||||||
Temporary Equity, Accretion to Redemption Value | $ 308 | ||||||||||
VIDA Group Co. [Domain] | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 73.00% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 27.00% |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
Variable Interest Entity [Line Items] | |||
Liability equity award, fair value | $ 2,630 | $ 2,630 | $ 4,366 |
Variable Interest Entity, Ownership Percentage | 50.00% | ||
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent | 6,791 | $ 6,791 | $ 15,464 |
Due from Employees, Noncurrent | 21,000 | 21,000 | |
Interest Receivable | 2,660 | 2,660 | |
Loans and Leases Receivable, Allowance | 15,138 | $ 15,138 | |
Provision for Loan and Lease Losses | 607 | ||
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent [Member] | |||
Variable Interest Entity [Line Items] | |||
Increase (Decrease) in Other Noncurrent Liabilities | $ 14,531 | ||
Printi LLC [Member] | Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent [Member] | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 36.20% | 36.20% | |
Printi LLC [Member] | Redeemable noncontrolling interest [Member] | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.10% | 10.10% |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||
Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2018USD ($) | |||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | $ 29,615 | $ 16,627 | $ 114,242 | $ 135,949 | ||||||||
Marketing and selling expense | [1] | (171,584) | (179,591) | (566,335) | (546,469) | |||||||
Payments to Develop Software | 12,716 | 11,362 | $ 34,637 | 29,476 | ||||||||
Number of Reportable Segments | 4 | |||||||||||
Revenue | 661,814 | 636,069 | $ 2,076,362 | 1,961,407 | ||||||||
Change in contingent earn-out liability | 0 | 1,774 | ||||||||||
Share-based compensation expense | (7,754) | (13,492) | (13,950) | (33,718) | ||||||||
Restructuring Charges | [1] | (7,866) | (2,331) | (9,062) | (14,686) | |||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 0 | [2] | 0 | 0 | [2] | 48,380 | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (3,246) | $ (5,864) | ||||||||||
Other Operating Income | 238,259 | 235,936 | ||||||||||
Other (expense) income, net | (2,495) | (1,558) | 17,386 | (25,602) | ||||||||
Interest expense, net | (16,787) | (12,652) | (47,372) | (38,263) | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 10,333 | 2,417 | 84,256 | 72,084 | ||||||||
Property, Plant and Equipment, Additions | 19,167 | 8,767 | 57,934 | 47,441 | ||||||||
Long-lived assets | [3] | 474,114 | 474,114 | $ 482,864 | ||||||||
Deferred tax assets | 57,885 | 57,885 | $ 67,682 | 67,087 | ||||||||
Goodwill | 720,734 | 720,734 | 520,843 | |||||||||
Intangible assets, net | 273,831 | 273,831 | 230,201 | |||||||||
Property, plant and equipment, net | 498,324 | 498,324 | 483,664 | |||||||||
Depreciation and amortization | 44,334 | 43,437 | 129,554 | 127,120 | ||||||||
North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 324,806 | 291,427 | 995,777 | 887,090 | ||||||||
Canada [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 75,427 | 75,427 | 81,334 | |||||||||
Netherlands [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 84,313 | 84,313 | 109,556 | |||||||||
Switzerland | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 55,976 | 55,976 | 52,523 | |||||||||
Australia [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 21,504 | 21,504 | 22,418 | |||||||||
Jamaica [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 21,741 | 21,741 | 21,720 | |||||||||
FRANCE | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 19,277 | 19,277 | 20,131 | |||||||||
ITALY | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 41,475 | 41,475 | 42,514 | |||||||||
JAPAN | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 17,769 | 17,769 | 19,117 | |||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 32,806 | 36,384 | 110,237 | 113,921 | ||||||||
Long-lived assets | 79,140 | 79,140 | 67,842 | |||||||||
UNITED STATES | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Long-lived assets | 57,492 | 57,492 | 45,709 | |||||||||
Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 304,202 | 308,258 | 970,348 | 960,396 | ||||||||
Waltham Lease [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Interest Expense | 5,457 | 5,645 | ||||||||||
Vistaprint Business [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | 69,713 | 57,661 | ||||||||||
Payments to Develop Software | 6,659 | 7,186 | 19,274 | 18,266 | ||||||||
Revenue | 346,703 | 354,859 | 1,111,693 | 1,097,804 | ||||||||
Restructuring Charges | (7,225) | (7,539) | ||||||||||
Other Operating Income | 200,765 | 187,605 | ||||||||||
Property, Plant and Equipment, Additions | 4,628 | 4,843 | 25,860 | 29,342 | ||||||||
Goodwill | 144,606 | 144,606 | 146,207 | |||||||||
Depreciation and amortization | (16,317) | (16,460) | (48,185) | (48,943) | ||||||||
Vistaprint Business [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 244,830 | 765,684 | 738,921 | |||||||||
Vistaprint Business [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 16,298 | 54,503 | 58,406 | |||||||||
Vistaprint Business [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 85,575 | 291,506 | 300,477 | |||||||||
Upload and Print Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | 17,865 | 17,367 | ||||||||||
Payments to Develop Software | 962 | 1,149 | 2,964 | 2,939 | ||||||||
Revenue | 187,976 | 183,439 | 563,212 | 535,548 | ||||||||
Restructuring Charges | (593) | |||||||||||
Other Operating Income | 56,498 | 54,605 | ||||||||||
Property, Plant and Equipment, Additions | 952 | 2,279 | 8,111 | 11,270 | ||||||||
Goodwill | 318,158 | 318,158 | 328,771 | |||||||||
Depreciation and amortization | (12,702) | (15,701) | (40,196) | (45,426) | ||||||||
Upload and Print Businesses [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 0 | 0 | 2,141 | |||||||||
Upload and Print Businesses [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 187,976 | 563,212 | 533,407 | |||||||||
National Pen CO. LLC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | (1,713) | 355 | ||||||||||
Payments to Develop Software | 1,035 | 302 | 2,511 | 669 | ||||||||
Revenue | 78,441 | 80,740 | 275,859 | 265,085 | ||||||||
Other Operating Income | 5,113 | 19,185 | ||||||||||
Property, Plant and Equipment, Additions | 745 | 1,183 | 7,780 | 4,891 | ||||||||
Goodwill | 34,434 | 34,434 | 34,434 | |||||||||
Depreciation and amortization | (5,371) | (5,372) | (15,814) | (15,742) | ||||||||
National Pen CO. LLC [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 41,697 | 137,603 | 131,100 | |||||||||
National Pen CO. LLC [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 6,849 | 24,852 | 21,724 | |||||||||
National Pen CO. LLC [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 29,895 | 113,404 | 112,261 | |||||||||
All Other Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | (6,964) | (9,342) | ||||||||||
Payments to Develop Software | 1,517 | 443 | 3,329 | 1,811 | ||||||||
Revenue | 48,694 | 17,031 | 125,598 | 62,970 | ||||||||
Restructuring Charges | (630) | (731) | ||||||||||
Other Operating Income | (24,117) | (25,459) | ||||||||||
Property, Plant and Equipment, Additions | 12,228 | 252 | 15,077 | 1,231 | ||||||||
Goodwill | 223,536 | 223,536 | $ 11,431 | |||||||||
Depreciation and amortization | (6,935) | (2,538) | (15,587) | (6,981) | ||||||||
All Other Businesses [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 38,279 | 92,490 | 14,928 | |||||||||
All Other Businesses [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 9,659 | 30,882 | 33,791 | |||||||||
All Other Businesses [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 756 | 2,226 | 14,251 | |||||||||
Corporate, Non-Segment [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | (28,499) | (35,891) | ||||||||||
Payments to Develop Software | 2,543 | 2,282 | 6,559 | 5,791 | ||||||||
Other Operating Income | (76,540) | (97,558) | ||||||||||
Property, Plant and Equipment, Additions | 614 | 210 | 1,106 | 707 | ||||||||
Depreciation and amortization | (3,009) | (3,366) | (9,772) | (10,028) | ||||||||
Marketing and selling expense | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Share-based compensation expense | (1,187) | (2,138) | (673) | (4,981) | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 1,486 | (486) | ||||||||||
Marketing and selling expense | National Pen CO. LLC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (1,486) | 486 | ||||||||||
Acquisition-related amortization and depreciation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Depreciation and amortization | 14,089 | 13,030 | 40,372 | 38,330 | ||||||||
Share-based compensation related to investment consideration [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Share-based compensation expense | 0 | 0 | (2,893) | (1,047) | ||||||||
Certain impairments [Domain] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Asset Impairment Charges | 607 | 0 | 607 | 0 | ||||||||
Restructuring Charges | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Share-based compensation expense | (3,250) | (718) | (3,250) | (1,327) | ||||||||
Restructuring Charges | (7,866) | (2,331) | (9,062) | (14,686) | ||||||||
Change in fair value of contingent consideration [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Change in contingent earn-out liability | 0 | 0 | 0 | (2,391) | ||||||||
Waltham Lease [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Interest Expense | 1,775 | 1,838 | ||||||||||
Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating Income (Loss) | 78,901 | 66,041 | ||||||||||
Revenue | 667,866 | 641,784 | 2,094,722 | 1,977,515 | ||||||||
Operating Segments [Member] | Vistaprint Business [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 349,901 | [4] | 357,606 | [4] | 1,121,156 | 1,105,557 | ||||||
Operating Segments [Member] | Vistaprint Business [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 244,561 | |||||||||||
Operating Segments [Member] | Vistaprint Business [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 17,993 | |||||||||||
Operating Segments [Member] | Vistaprint Business [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 92,305 | |||||||||||
Operating Segments [Member] | Upload and Print Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [5] | 188,135 | 183,768 | 564,099 | 536,685 | |||||||
Operating Segments [Member] | Upload and Print Businesses [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 45 | |||||||||||
Operating Segments [Member] | Upload and Print Businesses [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 183,394 | |||||||||||
Operating Segments [Member] | National Pen CO. LLC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [6] | 79,721 | 81,545 | 278,643 | 267,360 | |||||||
Operating Segments [Member] | National Pen CO. LLC [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 40,813 | |||||||||||
Operating Segments [Member] | National Pen CO. LLC [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 7,944 | |||||||||||
Operating Segments [Member] | National Pen CO. LLC [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 31,983 | |||||||||||
Operating Segments [Member] | All Other Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | [7] | 50,109 | 18,865 | 130,824 | 67,913 | |||||||
Operating Segments [Member] | All Other Businesses [Member] | North America [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 6,008 | |||||||||||
Operating Segments [Member] | All Other Businesses [Member] | Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 10,447 | |||||||||||
Operating Segments [Member] | All Other Businesses [Member] | Europe [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 576 | |||||||||||
Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 6,052 | 5,715 | 18,360 | 16,108 | ||||||||
Intersegment Eliminations [Member] | Vistaprint Business [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 3,198 | 2,747 | 9,463 | 7,753 | ||||||||
Intersegment Eliminations [Member] | Upload and Print Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 159 | 329 | 887 | 1,137 | ||||||||
Intersegment Eliminations [Member] | National Pen CO. LLC [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 1,280 | 805 | 2,784 | 2,275 | ||||||||
Intersegment Eliminations [Member] | All Other Businesses [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 1,415 | $ 1,834 | $ 5,226 | $ 4,943 | ||||||||
[1] | Share-based compensation is allocated as follows: | |||||||||||
[2] | 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. | |||||||||||
[3] | Excludes goodwill of $720,734 and $520,843, intangible assets, net of $273,831 and $230,201, build-to-suit lease assets of $121,108 and $111,926, and deferred tax assets of $57,885 and $67,087 as of March 31, 2019 and June 30, 2018, respectively. | |||||||||||
[4] | Vistaprint segment revenues include inter-segment revenue of $3,198 and $9,463 for the three and nine months ended March 31, 2019, respectively, and $2,747 and $7,753 for the prior comparative periods, respectively. | |||||||||||
[5] | Upload and Print segment revenues include inter-segment revenue of $159 and $887 for the three and nine months ended March 31, 2019, respectively and $329 and $1,137 for the prior comparative periods, respectively. | |||||||||||
[6] | National Pen segment revenues include inter-segment revenue of $1,280 and $2,784 for the three and nine months ended March 31, 2019, respectively, and $805 and $2,275 for the prior comparative periods, respectively. | |||||||||||
[7] | All Other Businesses segment revenues include inter-segment revenue of $1,415 and $5,226 for the three and nine months ended March 31, 2019, respectively, and $1,834 and $4,943 for the prior comparative periods, respectively. The All Other Businesses segment includes the revenue of the VIDA and BuildASign's businesses since its acquisition of July 2, 2018 and October 1, 2018, respectively, as well as the Albumprinter business during the nine months ended March 31, 2018 until the sale completion date of August 31, 2017. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Operating Leases, Rent Expense | $ 4,311 | $ 4,340 | $ 13,075 | $ 10,527 |
Capital Leased Assets | 34,566 | 34,566 | ||
Capital lease asset, accumulated depreciation | 39,931 | 39,931 | ||
Capital Lease Obligations | 29,140 | 29,140 | ||
Unrecorded unconditional purchase obligation | 41,847 | 41,847 | ||
Contingent Consideration | 5,564 | 5,564 | ||
Installment obligation | 526 | $ 526 | ||
Tax payment term | 7 years 6 months | |||
Third-party web services [Domain] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | 15,184 | $ 15,184 | ||
Production and Computer Equipment [Domain] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | 9,755 | 9,755 | ||
Professional Fees [Domain] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | 993 | 993 | ||
Inventories [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | 5,148 | 5,148 | ||
Advertising Purchase Commitment [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | 288 | 288 | ||
Other purchase commitments [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Unrecorded unconditional purchase obligation | $ 10,479 | $ 10,479 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 2,144 | $ 2,144 | $ 1,387 | |||
Restructuring Charges | [1] | 7,866 | $ 2,331 | 9,062 | $ 14,686 | |
Payments for Restructuring | (4,776) | |||||
Restructuring Reserve, Settled without Cash | (3,529) | |||||
Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | 2,144 | 2,144 | 1,385 | |||
Restructuring Charges | 8,758 | |||||
Payments for Restructuring | (4,749) | |||||
Restructuring Reserve, Settled without Cash | (3,250) | |||||
Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | 0 | 0 | $ 2 | |||
Restructuring Charges | 304 | |||||
Payments for Restructuring | (27) | |||||
Restructuring Reserve, Settled without Cash | (279) | |||||
Vistaprint Business [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | 7,225 | 7,539 | ||||
Upload and Print Businesses [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | 593 | |||||
All Other Businesses [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | 630 | 731 | ||||
Corporate, Non-Segment [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | $ 11 | $ 199 | ||||
[1] | Share-based compensation is allocated as follows: |