Cover Page
Cover Page - € / shares | 9 Months Ended | ||
Mar. 31, 2020 | May 04, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Title of 12(b) Security | Ordinary Shares, nominal value of €0.01 per share | ||
Document type | 10-Q | ||
Document Quarterly Report | true | ||
Document period end date | Mar. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 000-51539 | ||
Entity registrant name | Cimpress plc | ||
Entity Incorporation, State or Country Code | L2 | ||
Entity Tax Identification Number | 98-0417483 | ||
Entity Address, Address Line Two | Building D | ||
Entity Address, Address Line One | Xerox Technology Park | ||
Entity Address, Postal Zip Code | A91 H9N9 | ||
Entity Address, City or Town | Dundalk, Co. Louth | ||
Entity Address, Country | IE | ||
City Area Code | 353 | ||
Local Phone Number | 42 938 8500 | ||
Title of 12(b) Security | € 0.01 | € 0.01 | |
Trading Symbol | CMPR | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity filer category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity common stock, shares outstanding | 25,878,436 | ||
Entity central index key | 0001262976 | ||
Amendment flag | false | ||
Document fiscal year focus | 2020 | ||
Document fiscal period focus | Q3 | ||
Current fiscal year end date | --06-30 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 228,265 | $ 35,279 |
Accounts receivable, net of allowances of $9,753 and $7,313, respectively | 46,974 | 60,646 |
Inventory | 70,822 | 66,310 |
Prepaid expenses and other current assets | 93,317 | 78,065 |
Total current assets | 439,378 | 240,300 |
Property, plant and equipment, net | 347,228 | 490,755 |
Operating lease assets, net | 164,391 | 0 |
Software and website development costs, net | 73,477 | 69,840 |
Deferred tax assets | 143,571 | 59,906 |
Goodwill | 615,333 | 718,880 |
Intangible assets, net | 220,827 | 262,701 |
Other assets | 35,222 | 25,994 |
Total assets | 2,039,427 | 1,868,376 |
Current liabilities: | ||
Accounts payable | 187,829 | 185,096 |
Accrued expenses | 190,097 | 194,715 |
Deferred revenue | 28,096 | 31,780 |
Short-term debt | 24,364 | 81,277 |
Operating lease liabilities, current | 37,405 | 0 |
Other current liabilities | 13,144 | 27,881 |
Total current liabilities | 480,935 | 520,749 |
Deferred tax liabilities | 34,690 | 44,531 |
Long-term debt | 1,647,214 | 942,290 |
Lease financing obligation | 0 | 112,096 |
Operating lease liabilities, non-current | 134,267 | 0 |
Other liabilities | 76,972 | 53,716 |
Total liabilities | 2,374,078 | 1,673,382 |
Temporary equity | ||
Redeemable noncontrolling interests | 69,682 | 63,182 |
Shareholders’ equity: | ||
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 25,878,300 and 30,445,669 shares outstanding, respectively | 615 | 615 |
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | 28 | 0 |
Treasury shares, at cost, 18,202,327 and 13,634,958 shares, respectively | (1,377,022) | (737,447) |
Additional paid-in capital | 404,409 | 411,079 |
Retained earnings | 660,442 | 537,422 |
Accumulated other comprehensive loss | (92,805) | (79,857) |
Total shareholders’ equity attributable to Cimpress N.V. | (404,333) | 131,812 |
Total shareholders' (deficit) equity | (404,333) | 131,812 |
Total liabilities, noncontrolling interests and shareholders’ (deficit) equity | $ 2,039,427 | $ 1,868,376 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2020USD ($)shares | Mar. 31, 2020€ / shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2019€ / shares |
Current Assets | ||||
Allowance for doubtful accounts receivable, current | $ | $ 9,753 | $ 7,313 | ||
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 | ||
Common Stock, Value per Share | € / 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 | 25,878,300 | 30,445,669 | ||
Treasury Stock, Shares | 18,202,327 | 13,634,958 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |||
Revenue | $ 597,960 | $ 661,814 | $ 2,052,252 | $ 2,076,362 | ||
Cost of revenue (1) | 309,598 | [1] | 342,700 | [1] | 1,029,281 | 1,056,667 |
Technology and development expense (1) | 67,693 | [1] | 59,656 | [1] | 195,287 | 174,541 |
Marketing and selling expense (1) | 148,803 | [1] | 170,202 | [1] | 483,056 | 562,536 |
General and administrative expense (1) | 45,148 | [1] | 37,753 | [1] | 140,681 | 119,145 |
Amortization of acquired intangible assets | 12,693 | 14,022 | 38,861 | 40,169 | ||
Restructuring expense (1) | 919 | [1] | 7,866 | [1] | 5,006 | 9,062 |
Impairment of goodwill | 100,842 | 100,842 | 0 | |||
(Loss) income from operations | (87,736) | 29,615 | 59,238 | 114,242 | ||
Other income (expense), net | 22,537 | (2,495) | 29,171 | 17,386 | ||
Interest expense, net | (17,262) | (16,787) | (48,050) | (47,372) | ||
(Loss) income before income taxes | (82,461) | 10,333 | 40,359 | 84,256 | ||
Income tax expense (benefit) | 1,039 | 4,091 | (86,641) | 23,971 | ||
Net (loss) income | (83,500) | 6,242 | 127,000 | 60,285 | ||
Add: Net (income) loss attributable to noncontrolling interest | (1,384) | 288 | (1,630) | 620 | ||
Net (loss) income attributable to Cimpress plc | $ (84,884) | $ 6,530 | $ 125,370 | $ 60,905 | ||
Basic net (loss) income per share attributable to Cimpress plc | $ (3.26) | $ 0.21 | $ 4.54 | $ 1.98 | ||
Diluted net (loss) income per share attributable to Cimpress plc | $ (3.26) | $ 0.21 | $ 4.43 | $ 1.92 | ||
Weighted average shares outstanding — basic | 26,024,229 | 30,763,055 | 27,608,387 | 30,837,207 | ||
Weighted average shares outstanding — diluted | 26,024,229 | 31,514,793 | 28,317,440 | 31,781,141 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | $ 8,892 | $ 7,754 | $ 22,739 | $ 13,950 | ||
Cost of revenue | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | 66 | 42 | 251 | 320 | ||
Technology and development expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | 2,014 | 1,320 | 5,791 | 2,000 | ||
Marketing and selling expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | 1,145 | 1,187 | 367 | 673 | ||
General and administrative expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | 5,683 | 1,955 | 15,574 | 7,707 | ||
Restructuring Charges | ||||||
Restructuring expense (1) | 919 | 7,866 | 5,006 | 9,062 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense | $ (16) | $ 3,250 | $ 756 | $ 3,250 | ||
[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, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Other comprehensive income, net of tax: | ||||
Net (loss) income | $ (83,500) | $ 6,242 | $ 127,000 | $ 60,285 |
Foreign currency translation gains, net of hedges | 1,490 | 3,802 | 3,110 | 3,720 |
Net unrealized losses on derivative instruments designated and qualifying as cash flow hedges | (21,201) | (7,375) | (22,258) | (13,572) |
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments | 2,531 | 1,374 | 5,537 | 4,361 |
Comprehensive (loss) income | (100,680) | 4,043 | 113,389 | 54,794 |
Add: Comprehensive (income) loss attributable to noncontrolling interests | (1,515) | 1,005 | (967) | 5,121 |
Total comprehensive (loss) income attributable to Cimpress plc | $ (102,195) | $ 5,048 | $ 112,422 | $ 59,915 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity Statement - USD ($) $ in Thousands | Total | Ordinary Shares | Deferred ordinary shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (13,206,000) | ||||||
Beginning balance, Shares at Jun. 30, 2018 | (44,080,000) | ||||||
Beginning balance, Value at Jun. 30, 2018 | $ 93,662 | $ (685,577) | $ 395,682 | $ 452,756 | $ (69,814) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 20,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (1,469) | $ (64) | (1,533) | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 288 | $ 288 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000 | ||||||
Share-based compensation expense | 8,856 | 8,856 | |||||
Net Income (Loss) Attributable to Parent | (14,639) | (14,639) | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (3,246) | (3,246) | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 1,413 | 1,413 | |||||
Foreign currency translation, net of hedges | (2,185) | (2,185) | |||||
Ending balance, Shares at Sep. 30, 2018 | (44,080,000) | ||||||
Ending balance, Value at Sep. 30, 2018 | 82,104 | $ (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 | (685,577) | 395,682 | 452,756 | (69,814) | ||
Net Income (Loss) Attributable to Parent | 60,905 | ||||||
Ending balance, Shares at Mar. 31, 2019 | (44,080,000) | ||||||
Ending balance, Value at Mar. 31, 2019 | 128,937 | $ (708,140) | 403,989 | 503,275 | (70,802) | ||
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (13,188,000) | ||||||
Beginning balance, Shares at Sep. 30, 2018 | (44,080,000) | ||||||
Beginning balance, Value at Sep. 30, 2018 | 82,104 | $ (685,801) | 403,005 | 434,871 | (70,586) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 7,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (360) | $ (146) | (506) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 55,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | (2,442) | $ (2,887) | (445) | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 312 | $ 312 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 6,000 | ||||||
Share-based compensation expense | (5,997) | (5,997) | |||||
Treasury Stock, Shares, Acquired | (118,000) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (14,043) | $ (14,043) | |||||
Net Income (Loss) Attributable to Parent | 69,014 | 69,014 | |||||
Noncontrolling Interest, Decrease from Forfeiture of Shares | 591 | 591 | |||||
Temporary Equity, Accretion to Redemption Value | (7,140) | ||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (4,623) | (4,623) | |||||
Foreign currency translation, net of hedges | 5,887 | 5,887 | |||||
Ending balance, Shares at Dec. 31, 2018 | (44,080,000) | ||||||
Ending balance, Value at Dec. 31, 2018 | 128,187 | $ (696,499) | 396,648 | 496,745 | (69,322) | ||
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (13,238,000) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 7,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (297) | $ (223) | (520) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | (317) | $ (210) | (107) | ||||
Share-based compensation expense | 7,754 | 7,754 | |||||
Treasury Stock, Shares, Acquired | (149,000) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (12,074) | $ (12,074) | |||||
Net Income (Loss) Attributable to Parent | 6,530 | 6,530 | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (6,001) | (6,001) | |||||
Foreign currency translation, net of hedges | 4,521 | 4,521 | |||||
Ending balance, Shares at Mar. 31, 2019 | (44,080,000) | ||||||
Ending balance, Value at Mar. 31, 2019 | 128,937 | $ (708,140) | 403,989 | 503,275 | (70,802) | ||
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (13,376,000) | ||||||
Common Stock, Value, Issued | $ 615 | $ 615 | |||||
Treasury Stock, Shares | 13,634,958 | (13,635,000) | |||||
Common Stock, Other Shares, Outstanding | 0 | ||||||
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | $ 0 | $ 0 | |||||
Beginning balance, Shares at Jun. 30, 2019 | (44,080,000) | ||||||
Beginning balance, Value at Jun. 30, 2019 | 131,812 | $ (737,447) | 411,079 | 537,422 | (79,857) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 4,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (172) | $ (87) | (259) | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 187 | $ 187 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,000 | ||||||
Share-based compensation expense | 5,164 | 5,164 | |||||
Treasury Stock, Shares, Acquired | (1,964,000) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (232,286) | $ (232,286) | |||||
Net Income (Loss) Attributable to Parent | 20,031 | 20,031 | |||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 3,143 | 3,143 | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (3,037) | (3,037) | |||||
Foreign currency translation, net of hedges | (70) | (70) | |||||
Ending balance, Shares at Sep. 30, 2019 | (44,080,000) | ||||||
Ending balance, Value at Sep. 30, 2019 | (75,602) | (969,833) | 415,984 | 560,596 | (82,964) | ||
Beginning balance, Shares at Jun. 30, 2019 | (44,080,000) | ||||||
Beginning balance, Value at Jun. 30, 2019 | 131,812 | (737,447) | 411,079 | 537,422 | (79,857) | ||
Net Income (Loss) Attributable to Parent | 125,370 | ||||||
Noncontrolling Interest, Change in Redemption Value | 5,493 | ||||||
Ending balance, Shares at Mar. 31, 2020 | (44,080,000) | ||||||
Ending balance, Value at Mar. 31, 2020 | (404,333) | $ (1,377,022) | 404,409 | 660,442 | (92,805) | ||
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (15,597,000) | ||||||
Common Stock, Other Shares, Outstanding | 0 | ||||||
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | $ 0 | ||||||
Beginning balance, Shares at Sep. 30, 2019 | (44,080,000) | ||||||
Beginning balance, Value at Sep. 30, 2019 | (75,602) | $ (969,833) | 415,984 | 560,596 | (82,964) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (97) | $ (55) | (152) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | (6) | $ (8) | (2) | ||||
Share-based compensation expense | 8,228 | 8,228 | |||||
Treasury Stock, Shares, Acquired | (2,280,000) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (305,287) | $ (305,287) | |||||
Net Income (Loss) Attributable to Parent | 190,223 | 190,223 | |||||
Noncontrolling Interest, Change in Redemption Value | (5,493) | ||||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | 4,986 | 4,986 | |||||
Foreign currency translation, net of hedges | 2,484 | 2,484 | |||||
Ending balance, Shares at Dec. 31, 2019 | (44,080,000) | ||||||
Ending balance, Value at Dec. 31, 2019 | (180,524) | $ (1,275,057) | 424,058 | 745,326 | (75,494) | ||
Common Stock, Value, Issued | $ 615 | ||||||
Treasury Stock, Shares | (17,875,000) | ||||||
Common Stock, Other Shares, Outstanding | 25,000 | ||||||
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | 28 | $ 28 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,000 | ||||||
Restricted share units vested, net of shares withheld for taxes | (44) | $ (44) | (88) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 431,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | (40,912) | $ (12,526) | (28,386) | ||||
Share-based compensation expense | 8,825 | 8,825 | |||||
Treasury Stock, Shares, Acquired | (759,000) | ||||||
Treasury Stock, Value, Acquired, Cost Method | (89,483) | $ (89,483) | |||||
Net Income (Loss) Attributable to Parent | (84,884) | (84,884) | |||||
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges | (18,670) | (18,670) | |||||
Foreign currency translation, net of hedges | 1,359 | 1,359 | |||||
Ending balance, Shares at Mar. 31, 2020 | (44,080,000) | ||||||
Ending balance, Value at Mar. 31, 2020 | (404,333) | $ (1,377,022) | $ 404,409 | $ 660,442 | $ (92,805) | ||
Common Stock, Value, Issued | $ 615 | $ 615 | |||||
Treasury Stock, Shares | 18,202,327 | (18,202,000) | |||||
Common Stock, Other Shares, Outstanding | 25,000 | 25,000 | |||||
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding | $ 28 | $ 28 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Proceeds from Hedge, Investing Activities | $ 27,732 | ||
Operating activities | |||
Net income | 127,000 | $ 60,285 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 126,731 | 129,554 | |
Impairment of goodwill | 100,842 | 0 | |
Share-based compensation expense | 22,739 | 13,950 | |
Deferred taxes | (109,990) | 9,013 | |
Unrealized gain on derivatives not designated as hedging instruments included in net income | (4,604) | (5,932) | |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (1,027) | 1,276 | |
Other non-cash items | 4,936 | 4,742 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 13,750 | (13,812) | |
Inventory | (7,876) | (9,077) | |
Prepaid expenses and other assets | 11,631 | (5,318) | |
Accounts payable | 5,590 | 12,407 | |
Accrued expenses and other liabilities | (5,661) | 25,382 | |
Net cash provided by operating activities | 284,061 | 222,470 | |
Investing activities | |||
Purchases of property, plant and equipment | (38,638) | (57,934) | |
Business acquisitions, net of cash acquired | (4,272) | (289,920) | |
Purchases of intangible assets | 0 | (22) | |
Capitalization of software and website development costs | (35,824) | (34,637) | |
Proceeds from the sale of assets | 1,633 | 550 | |
Other investing activities | 1,556 | 409 | |
Net cash used in investing activities | (47,813) | (381,554) | |
Financing activities | |||
Proceeds from borrowings of debt | 1,043,600 | 926,378 | |
Proceeds from issuance of senior notes | 210,500 | 0 | |
Payments of debt | (603,049) | (681,032) | |
Payments of debt issuance costs | (4,862) | (2,729) | |
Payments of withholding taxes in connection with equity awards | (41,417) | (2,402) | |
Payments of finance lease obligations | (8,354) | (12,722) | |
Purchase of noncontrolling interests | 0 | (41,177) | |
Purchase of ordinary shares | (627,056) | (26,117) | |
Proceeds from issuance of ordinary shares | 6 | 2,757 | |
Distribution to noncontrolling interest | (3,955) | (3,375) | |
Cash and cash equivalents at end of period | (2,169) | 2,319 | |
Net cash (used in) provided by financing activities | (36,756) | 161,900 | |
Effect of exchange rate changes on cash | (5,180) | (2,785) | |
Change in cash held for sale | (1,326) | ||
Net increase in cash and cash equivalents | 192,986 | 31 | |
Cash and cash equivalents at beginning of period | 35,279 | 44,227 | |
Cash and cash equivalents at end of period | 228,265 | 44,258 | |
Supplemental disclosures of cash flow information: | |||
Interest | 42,763 | 39,887 | |
Income taxes | 9,720 | 16,123 | |
Capitalization of construction costs related to financing lease obligation (1) | 0 | [1] | 12,272 |
Property and equipment acquired under finance leases | 1,591 | 11,620 | |
Amounts accrued related to business acquisitions | $ 2,369 | $ 5,564 | |
[1] | Due to our adoption of the new leasing standard on July 1, 2019, any costs previously capitalized for a build-to-suit lease and included in the financing lease obligation are now classified as an operating lease and the lease financing obligation has been de-recognized. Refer to Note 2 for additional details. |
Description of the Business
Description of the Business | 9 Months Ended |
Mar. 31, 2020 | |
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. Irish Merger On December 3, 2019, Cimpress moved its place of incorporation from the Netherlands to Ireland through a cross-border merger in which Cimpress N.V., a Dutch public limited company, merged with and into Cimpress plc, an Irish public limited company, with Cimpress plc surviving the Irish Merger. As a result of the Irish Merger, all of Cimpress N.V.'s outstanding ordinary shares, par value €0.01 per share, were exchanged on a one-for-one basis for newly issued ordinary shares, nominal value of €0.01 per share, of Cimpress plc, and Cimpress plc assumed all of Cimpress N.V.'s existing rights and obligations. In conjunction with the Irish Merger, 25,000 Cimpress plc deferred ordinary shares were issued to meet the Irish statutory minimum capital requirements of an Irish public limited company. The deferred ordinary shares remain outstanding following the completion of the Irish Merger and will continue to be outstanding until redeemed or surrendered. These deferred ordinary shares (i) do not have any voting rights; (ii) do not entitle the holders thereof to any dividends or other distributions of Cimpress plc; and (iii) do not entitle the holders thereof to participate in the surplus assets of Cimpress plc on a winding-up beyond, in total, the nominal value of such deferred ordinary shares held. Accordingly, these deferred ordinary shares do not dilute the economic ownership of Cimpress plc shareholders. The Irish Merger was accounted for as a merger between entities under common control. The historical financial statements of Cimpress N.V. for periods prior to the Irish Merger are considered to be the historical financial statements of Cimpress plc. The Irish Merger has not had and is not expected to have a material impact on how Cimpress conducts its day-to-day operations, its financial position, consolidated effective tax rate, results of operations or cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Subsequent to March 31, 2020 , we are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of May 6, 2020 , the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with 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. Operating results for the three and nine months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending June 30, 2020 or for any other period. The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Given the expected impact of the COVID-19 pandemic on our business we evaluated our liquidity position as of the date of the issuance of these consolidated financial statements. Based on this evaluation, management believes, despite the expected impact of COVID-19 on our business, that the Company’s financial position, net cash provided by operations combined with our cash and cash equivalents, borrowing availability under our revolving credit facility, and the May 2020 temporary maintenance covenant suspension and capital raise as described in Note 16, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. Significant Accounting Policies Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2019. There have been no material changes to our significant accounting policies during the three and nine months ended March 31, 2020 , except the adoption of the new lease accounting standard, as discussed below. Assets and Liabilities Held for Sale We classify assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the criteria within ASC 360-10-45-9 are met. We measure a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. In March 2020, we decided to exit the VIDA business due in part to the impacts of COVID-19 as we would eliminate the loss generation of this early stage business, but also due to uncertainty associated with the long-term financial outlook for the business. As of March 31, 2020 , we met the held-for-sale criteria for our planned sale of our shares in the VIDA business, which is part of our All Other Businesses reportable segment. The related held for sale assets and liabilities are included within prepaid expenses and other current assets and other current liabilities, respectively, as the balances were not material. We recognized a loss of $999 for the measurement of the disposal group at fair value, which was recognized within general and administrative expense in our consolidated statements of operations for the three and nine months ended March 31, 2020. The sale of our shares in VIDA back to the company closed on April 10, 2020. Other Income (Expense), Net The following table summarizes the components of other income (expense), net: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Gains on derivatives not designated as hedging instruments (1) $ 18,039 $ 1,258 $ 25,730 $ 19,802 Currency-related gains (losses), net (2) 3,950 (4,085 ) 3,183 (3,011 ) Other gains 548 332 258 595 Total other income (expense), net $ 22,537 $ (2,495 ) $ 29,171 $ 17,386 _____________________ (1) Primarily relates to both realized and unrealized gains 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 gains (losses), net for the three and nine months ended March 31, 2020 and 2019 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $1,807 and $3,627 for the three and nine months ended March 31, 2020 , respectively, as compared to unrealized gains of $2,146 and $3,389 for the three and nine months ended March 31, 2019 , respectively. Net (Loss) Income Per Share Attributable to Cimpress plc Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), 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, 2020 2019 2020 2019 Weighted average shares outstanding, basic 26,024,229 30,763,055 27,608,387 30,837,207 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs — 751,738 709,053 943,934 Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,024,229 31,514,793 28,317,440 31,781,141 Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) 464,638 — — — _____________________ (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. Lease Accounting Lease accounting - adoption of ASC 842 On July 1, 2019, we adopted ASC 842, Leases, using a modified retrospective transition approach. Under the modified retrospective approach, we 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. Additionally, as part of our transition, we elected several practical expedients that streamlined the transition to the new guidance whereby we did not reassess the following: • whether a lease under the prior standard continues to meet the definition of a lease under the new standard; • whether the application of the new standard would have an impact on the classification of our existing leases, with the exception of our build-to-suit leases; and • the existence of any initial direct costs associated with our leases. We also elected the practical expedient to account for our lease components as a single lease component rather than separating them into lease and nonlease components, which would have resulted in recognizing only the lease components in the measurement of our lease assets and liabilities. This expedient was applied to all underlying classes of assets we lease. We elected the short-term lease exception policy, permitting us to not apply the recognition requirements of ASC 842 to short-term leases, which are defined as leases with a term of twelve months or less. Short-term leases are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations. We determine the lease term by including the exercise of renewal options that are considered reasonably certain at lease inception. The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019: Consolidated Balance Sheet As reported at ASC 842 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,065 $ (59 ) $ 78,006 Property, plant and equipment, net 490,755 (121,254 ) 369,501 Operating lease assets, net — 169,668 169,668 Deferred tax assets 59,906 (817 ) 59,089 Liabilities and shareholders' equity Operating lease liabilities, current $ — $ 37,342 $ 37,342 Other current liabilities 27,881 (12,569 ) 15,312 Lease financing obligation 112,096 (112,096 ) — Operating lease liabilities, non-current — 139,041 139,041 Other liabilities 53,716 (7,169 ) 46,547 Retained earnings 537,422 2,989 540,411 The new standard impacted the classification of our build-to-suit leases for our Waltham, Massachusetts and Dallas, Texas building leases, which resulted in a change of their classification to operating leases. On July 1, 2019, we de-recognized the existing lease assets included within property, plant and equipment, net of $121,254 , the related lease financing obligations of $124,665 , and associated deferred rent of $418 . This change resulted in an $817 decrease to deferred tax assets and a net increase to retained earnings of $2,989 . In addition, on July 1, 2019, we recognized operating lease assets of $169,668 and operating lease liabilities of $176,383 , inclusive of our Waltham, Massachusetts lease which commenced prior to the transition date. The difference between the operating lease assets and liabilities resulted from the reclassification of deferred rent and tenant allowance balances presented in other financial statement lines of the consolidated balance sheet, which are now included in the operating lease assets. For the three and nine months ended March 31, 2020 , the change in lease classification for our build-to-suit leases resulted in a reduction to operating income within our consolidated statement of operations of $1,860 and $5,580 , respectively, with a corresponding decrease to interest expense, net. In our consolidated statement of cash flows, the change in classification resulted in a decrease to cash from operating activities and increase to cash from financing activities of $3,058 during the nine months ended March 31, 2020 . Other than the impact from our build-to-suit leases, the new standard did not have a material impact on our consolidated statement of operations and consolidated statement of cash flows. Refer to Note 13 for additional lease disclosure. Lease accounting policy We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred. Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor. We also make variable lease payments for certain print equipment leases that are determined based on production volumes. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees, classify the leases as finance leases and have subleased the asset under similar terms, resulting in their classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets. Recently Issued or Adopted Accounting Pronouncements New Accounting Standards 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 standard would be effective on July 1, 2020 and we early adopted the new standard on July 1, 2019. The standard did not have a material impact 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. We adopted the amendment on its effective date of July 1, 2019. The standard requires a modified retrospective transition approach, and we recognized the cumulative effect of the change within shareholders' equity as of the date of adoption. Upon transitioning to the new standard on July 1, 2019, we reversed the cumulative effect of expense previously recognized in earnings for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to retained earnings and accumulated other comprehensive loss within our consolidated balance sheet of $153 , net of tax. We will prospectively recognize any ineffectiveness associated with our effective and designated cash flow hedges within accumulated other comprehensive loss, rather than in earnings. These changes did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases. The standard also retains a distinction between finance leases and operating leases. We adopted the standard on its effective date of July 1, 2019. Refer to the information above for additional details of the adoption. Issued Accounting Standards to be Adopted In December 2019, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting. The standard is effective for us on July 1, 2020. We do not expect the effect of ASU 2019-12 to have a material impact on our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2020 | |
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, 2020 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cross-currency swap contracts $ 5,895 $ — $ 5,895 $ — Currency forward contracts 17,795 — 17,795 — Currency option contracts 4,542 — 4,542 — Total assets recorded at fair value $ 28,232 $ — $ 28,232 $ — Liabilities Interest rate swap contracts $ (37,674 ) $ — $ (37,674 ) $ — Cross-currency swap contracts (3,558 ) — (3,558 ) — Currency forward contracts (5,514 ) — (5,514 ) — Total liabilities recorded at fair value $ (46,746 ) $ — $ (46,746 ) $ — June 30, 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 $ 144 $ — $ 144 $ — Currency forward contracts 15,268 — 15,268 — Currency option contracts 4,765 — 4,765 — Total assets recorded at fair value $ 20,177 $ — $ 20,177 $ — Liabilities Interest rate swap contracts $ (12,895 ) $ — $ (12,895 ) $ — Cross-currency swap contracts (915 ) — (915 ) — Currency forward contracts (2,486 ) — (2,486 ) — Currency option contracts (42 ) — (42 ) — Total liabilities recorded at fair value $ (16,338 ) $ — $ (16,338 ) $ — During the quarter ended March 31, 2020 , and year ended June 30, 2019 , 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, 2020 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of March 31, 2020 and June 30, 2019 , the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, and goodwill approximated their estimated fair values. As of March 31, 2020 and June 30, 2019 , the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,677,490 and $1,035,585 , respectively, and the fair value was $1,606,445 and $1,045,334 , respectively. Our debt at March 31, 2020 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Mar. 31, 2020 | |
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 change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. On July 1, 2019, we adopted the new hedge accounting standard, in which we no longer recognize the ineffective portion of an effective hedge within earnings, rather any ineffectiveness associated with any effective and designated hedge is recognized within accumulated other comprehensive loss. Refer to Note 2 for additional details. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of March 31, 2020 , we estimate that $9,488 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending March 31, 2021 . As of March 31, 2020 , 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 2026 . Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of March 31, 2020 $ 500,000 Contracts with a future start date 50,000 Total $ 550,000 Hedges of Currency Risk Cross-Currency Swap Contracts From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. During the quarter ended March 31, 2020 , we terminated one of our cross-currency swaps, resulting in cash proceeds of $9,177 which were recognized within cash provided by operating activities in our consolidated statement of cash flows. As of March 31, 2020 , we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $120,874 , both maturing during June 2024 . We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss will be reclassified to other income (expense), net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of March 31, 2020 , we estimate that $3,133 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2021 . Other Currency Contracts We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. During the quarter ended March 31, 2020 , we terminated eight forward contracts designated as net investment hedges, resulting in cash proceeds of $27,732 which continues to be recognized in accumulated other comprehensive income (loss). The cash proceeds were recognized as cash provided by investing activities within our consolidated statement of cash flow. As of March 31, 2020 , we had six currency forward contracts designated as net investment hedges with a total notional amount of $180,292 , maturing during various dates through April 2025 . We entered into these contracts to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and nine months ended March 31, 2020 and 2019 , we have experienced volatility within other income (expense), 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, 2020 , we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $556,679 June 2018 through March 2020 Various dates through October 2024 526 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, 2020 and June 30, 2019 . Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. March 31, 2020 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ (37,674 ) $ — $ (37,674 ) Cross-currency swaps Other assets 5,895 — 5,895 Other liabilities (3,558 ) — (3,558 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets 1,541 — 1,541 Other liabilities (4,702 ) — (4,702 ) Total derivatives designated as hedging instruments $ 7,436 $ — $ 7,436 $ (45,934 ) $ — $ (45,934 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 18,473 $ (2,219 ) $ 16,254 Other current liabilities / other liabilities $ (1,346 ) $ 534 $ (812 ) Currency option contracts Other current assets / other assets 4,554 (12 ) 4,542 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 23,027 $ (2,231 ) $ 20,796 $ (1,346 ) $ 534 $ (812 ) June 30, 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 non-current assets $ 144 $ — $ 144 Other current liabilities / other liabilities $ (12,895 ) $ — $ (12,895 ) Cross-currency swaps Other non-current assets — — — Other liabilities (915 ) — (915 ) Derivatives in net investment hedging relationships Currency forward contracts Other non-current assets 4,514 — 4,514 Other liabilities (2,397 ) — (2,397 ) Total derivatives designated as hedging instruments $ 4,658 $ — $ 4,658 $ (16,207 ) $ — $ (16,207 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 11,865 $ (1,111 ) $ 10,754 Other current liabilities / other liabilities $ (127 ) $ 38 $ (89 ) Currency option contracts Other current assets / other assets 4,793 (28 ) 4,765 Other current liabilities / other liabilities (42 ) — (42 ) Total derivatives not designated as hedging instruments $ 16,658 $ (1,139 ) $ 15,519 $ (169 ) $ 38 $ (131 ) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three and nine months ended March 31, 2020 and 2019 : Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive (Loss) Income Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps (1) $ (24,645 ) $ (6,102 ) $ (24,841 ) $ (10,916 ) Cross-currency swaps 3,444 (1,273 ) 2,583 (2,656 ) Derivatives in net investment hedging relationships Cross-currency swaps — 1,542 — 6,557 Currency forward contracts 14,284 7,050 22,849 14,369 Total $ (6,917 ) $ 1,217 $ 591 $ 7,354 ___________________ (1) Upon transitioning to the new hedge accounting standard on July 1, 2019, we reversed the cumulative effect of expense recognized for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to accumulated other comprehensive loss of $153 , net of tax, which is included within the interest rate swap loss recognized for the nine months ended March 31, 2020 . The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2020 and 2019 : 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, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps $ 691 $ (314 ) $ 1,146 $ (105 ) Interest expense, net Cross-currency swaps 2,665 2,146 6,203 5,920 Other income (expense), net Total before income tax 3,356 1,832 7,349 5,815 (Loss) income before income taxes Income tax (825 ) (458 ) (1,812 ) (1,454 ) Income tax (benefit) expense Total $ 2,531 $ 1,374 $ 5,537 $ 4,361 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 and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period. Amount of Gain (Loss) Recognized in Net Income Affected line item in the Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Currency contracts $ 18,039 $ 1,258 $ 25,730 $ 19,802 Other income (expense), net Interest rate swaps (1) — 29 — (185 ) Other income (expense), net Total $ 18,039 $ 1,287 $ 25,730 $ 19,617 _____________________ (1) Upon our adoption of the new hedge accounting standard on July 1, 2019, we prospectively recognize any ineffectiveness associated with effective and designated hedges within accumulated other comprehensive loss, rather than in earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Mar. 31, 2020 | |
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 $1,741 for the nine months ended March 31, 2020 : Gains (losses) on cash flow hedges (1) Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2019 $ (11,282 ) $ (204 ) $ (68,371 ) $ (79,857 ) Other comprehensive (loss) income before reclassifications (22,258 ) — 3,773 (18,485 ) Amounts reclassified from accumulated other comprehensive loss to net income 5,537 — — 5,537 Net current period other comprehensive (loss) income (16,721 ) — 3,773 (12,948 ) Balance as of March 31, 2020 $ (28,003 ) $ (204 ) $ (64,598 ) $ (92,805 ) ________________________ (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, 2020 and June 30, 2019 , the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $22,118 and unrealized losses of $731 , respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Goodwill The carrying amount of goodwill by reportable segment as of March 31, 2020 and June 30, 2019 was as follows: Vistaprint PrintBrothers The Print Group National Pen All Other Businesses Total Balance as of June 30, 2019 $ 145,961 $ 124,089 $ 198,363 $ 34,434 $ 216,033 $ 718,880 Acquisitions (1) — 6,879 — — — 6,879 Impairment (2) — — (40,391 ) (34,434 ) (26,017 ) (100,842 ) Adjustments (3) 3,919 — — — (3,919 ) — Effect of currency translation adjustments (4) (171 ) (3,644 ) (5,769 ) — — (9,584 ) Balance as of March 31, 2020 $ 149,709 $ 127,324 $ 152,203 $ — $ 186,097 $ 615,333 _________________ (1) During the first quarter of fiscal 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. (2) During the third quarter of fiscal 2020, we recognized impairment in our Exaprint, National Pen, and VIDA reporting units. Refer below for additional details. (3) Due to changes in the composition of our reportable segments during the first quarter of fiscal 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment. Refer to Note 12 for additional details on the changes in our reportable segments. (4) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. Impairment Review Fiscal 2020 Our annual goodwill impairment test is performed as of May 31; however, during the third quarter of fiscal 2020, nearly all of our businesses have experienced significant declines in revenue during the month of March, due to the disruptions associated with the COVID-19 pandemic. As a result, we concluded that a triggering event existed for all ten reporting units with goodwill, which required us to perform an impairment test in the current quarter. We have estimated the near-term financial impacts of this economic disruption and utilized different scenarios that evaluate outcomes that would indicate more or less severe demand declines, as well as different time horizons for the post-pandemic recovery period. Although we currently expect the impacts to be temporary, the negative effects of the pandemic on revenue and profitability triggers an assessment of goodwill, as we expect some of our businesses to achieve materially lower financial results than previously expected. For seven of our reporting units, a significant level of headroom existed between the estimated fair value and carrying value of the reporting units at our May 31, 2019 test date, and significant headroom remained after considering the deterioration in cash flow due to COVID-19, resulting in no indication of impairment. For three of our reporting units, we identified triggering events that extend beyond the near-term impacts of the pandemic, which include reductions to the long-term profitability outlooks for our Exaprint, National Pen and VIDA reporting units. The triggering events in these specific reporting units were due to a combination of the near-term disruptions outlined above, along with reductions to the long-term profitability expected from each business, as compared to prior expectations, which was informed by recent underperformance relative to expectations. For our VIDA reporting unit, in light of our decision to exit the business, which was completed on April 10, 2020, the negotiated sale price was the primary input in our goodwill analysis. Refer to Note 2 for additional details. As a result of the considerations noted, we concluded it was more likely than not that the fair value of each of these three reporting units are below each of their respective carrying amount. As required, prior to performing the quantitative goodwill impairment test, we first evaluated the recoverability of long-lived assets as the change in expected long-term cash flows is indicative of a potential impairment. We performed the recoverability test using undiscounted cash flows for the asset groups of all of our reporting units and concluded that no impairment of long-lived assets existed. Subsequent to performing the recoverability of long lived assets test, we performed a quantitative assessment of goodwill of all reporting units and compared the carrying value to the fair value. For those with significant headroom, we did not believe any indication of impairment exists, and for those where the carrying value exceeded the fair value, we recognized an impairment as outlined below. Our goodwill impairment test resulted in impairment charges to our Exaprint reporting unit, included within The Print Group reportable segment, the National Pen reporting unit, and our VIDA reporting unit, included within our All Other Business reportable segment. In order to execute the quantitative goodwill impairment test, we compared the fair value of each reporting unit to its carrying value. We used the income approach, specifically the discounted cash flow method, to derive the fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income producing assets. We considered using the market approach but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available for application of the market approach. The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. The discount rate used in the fair value analysis is based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. The respective WACC percentages used for each reporting unit within our goodwill impairment test and noted below were derived from a group of comparable companies for each respective reporting unit, adjusted for the risk premium associated with each reporting unit. Based on the goodwill impairment test performed, we recognized the following impairment charges: • A partial impairment of the goodwill of our Exaprint reporting unit of $40,391 , using a WACC of 14.5% , resulting in $23,767 of goodwill that remains after the impairment as of March 31, 2020 • A full impairment of the goodwill of our National Pen reporting unit of $34,434 , using a WACC of 13.0% • A full impairment of the goodwill of our VIDA reporting unit of $26,017 , based upon our negotiated sale price Our goodwill analysis requires significant judgment, including the identification of reporting units and the amount and timing of expected future cash flows. While we believe our assumptions are reasonable, actual results could differ from our projections. There have been no indications of impairment that would require analysis for any of our other reporting units as of March 31, 2020 . |
Other Balance Sheet Components
Other Balance Sheet Components | 9 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Accrued expenses included the following: March 31, 2020 June 30, 2019 Compensation costs $ 58,668 $ 58,864 Income and indirect taxes 37,340 40,102 Advertising costs 21,357 22,289 Shipping costs 4,754 7,275 Production costs 6,865 9,261 Interest payable (1) 12,747 2,271 Sales returns 3,964 5,413 Purchases of property, plant and equipment 3,606 2,358 Professional fees 3,050 2,786 Other 37,746 44,096 Total accrued expenses $ 190,097 $ 194,715 ___________________ (1) The increase in interest payable as of March 31, 2020, is due to the interest on our 2026 Notes being payable semi-annually on June 15 and December 15 of each year combined with the additional offering of $200,000 of Senior Unsecured Notes during the current quarter. Refer to Note 8 for further detail. Other current liabilities included the following: March 31, 2020 June 30, 2019 Current portion of finance lease obligations $ 7,833 $ 10,668 Current portion of lease financing obligation (1) — 12,569 Short-term derivative liabilities 3,348 1,628 Other 1,963 3,016 Total other current liabilities $ 13,144 $ 27,881 ___________________ (1) Due to our adoption of the new leasing standard on July 1, 2019, our Waltham, MA, and Dallas, TX leases, which were previously classified as build-to-suit, are now classified as operating leases and therefore the lease financing obligation has been de-recognized. Refer to Note 2 for additional details. Other liabilities included the following: March 31, 2020 June 30, 2019 Long-term finance lease obligations $ 19,360 $ 16,036 Long-term derivative liabilities 46,163 15,886 Other 11,449 21,794 Total other liabilities $ 76,972 $ 53,716 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt March 31, 2020 June 30, 2019 Senior secured credit facility $ 1,063,836 $ 621,224 7.0% Senior unsecured notes due 2026 600,000 400,000 Other 13,654 14,361 Debt issuance costs and debt premiums (discounts) (5,912 ) (12,018 ) Total debt outstanding, net 1,671,578 1,023,567 Less: short-term debt (1) 24,364 81,277 Long-term debt $ 1,647,214 $ 942,290 _____________________ (1) Balances as of March 31, 2020 and June 30, 2019 are inclusive of short-term debt issuance costs, debt premiums and discounts of $1,296 and $2,419 , respectively. Our Debt Our various debt arrangements described below contain customary representations, warranties and events of default. As of March 31, 2020 , we were in compliance with all financial and other covenants related to our debt. Senior Secured Credit Facility On February 13, 2020, we amended the terms of our senior secured credit facility, resulting in an increase in loan commitments to our revolving loans and an offsetting decrease in commitments to our term loans. Additionally, the maturity date of all loans under the credit facility was extended to February 13, 2025, and all other terms and covenants of the senior secured credit facility remain unchanged. As of March 31, 2020 , we had a committed credit facility of $1,551,419 as follows: • Revolving loans of $1,099,409 with a maturity date of February 13, 2025 • Term loans of $452,010 amortizing over the loan period, with a final maturity date of February 13, 2025 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, 2020 , the weighted-average interest rate on outstanding borrowings was 2.87% , 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, 2020 . Debt covenants Our credit agreement contains financial and other covenants, including but not limited to limitations on (1) our incurrence of additional indebtedness and liens, (2) the consummation of certain fundamental organizational changes or intercompany activities, for example acquisitions, (3) investments and restricted payments including the amount of purchases of our ordinary shares or payments of dividends, and (4) the amount of consolidated capital expenditures that we may make in each of our fiscal years through June 30, 2025. • Our consolidated leverage ratio, which is the ratio of our consolidated indebtedness to our TTM consolidated EBITDA (as such terms are defined in the credit agreement), will not exceed 4.75 , but may, on no more than three occasions during the term of the Credit Agreement, be increased to 5.00 for four consecutive quarters for certain permitted acquisitions. • Our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness (as defined in the credit agreement) to our TTM consolidated EBITDA, will not exceed 3.25 to 1.00, but may, on no more than three occasions during the term of the Credit Agreement, be increased to 3.50 for four consecutive quarters for certain permitted acquisitions. • Our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least 3.00 . As of March 31, 2020 , we were in compliance with all financial and other covenants under the credit agreement and senior unsecured notes indenture. On May 1, 2020, we entered into an amendment to our senior secured credit agreement to suspend maintenance covenants, including the total and senior secured leverage covenants and interest coverage ratio covenant, until the publication of results for the quarter ending December 31, 2021, for which quarter the pre-amendment maintenance covenants will be reinstated. In addition, we have raised $300,000 to pay down a portion of our term loan in order to secure the suspension of our quarterly maintenance covenants. Refer to Note 16 for additional details. Indenture and Senior Unsecured Notes On February 13, 2020, we completed an additional offering of $200,000 in aggregate principal of 7.0% notes under the senior notes indenture between Cimpress plc and U.S. Bank National Association (as successor trustee to MUFG Union Bank, N.A.) at a premium of 105.25% . These notes were issued in addition to the existing principal balance under the indenture of $400,000 , and are collectively referred to as the 2026 Notes. All terms and covenants of the senior notes indenture remain unchanged. The net proceeds from this add-on offering were used to repay a portion of the indebtedness outstanding under our senior secured credit facility and related transaction 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 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 also guarantees the 2026 Notes. 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 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, 2020 and June 30, 2019 , we had $13,654 and $14,361 , respectively, outstanding for those obligations that are payable through March 2025 . |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes We have calculated our year-to-date income tax on ordinary income based on the actual year-to-date effective tax rate rather than the estimated annual tax rate for the nine months ended March 31, 2020. We determined that the annual estimated effective tax rate would not provide a reliable estimate as small changes in the estimated annual income would result in significant changes in the estimated annual tax rate. Our income tax expense was $1,039 for the three months ended March 31, 2020 and a tax benefit of $86,641 for the nine months ended March 31, 2020, compared to expense of $4,091 and $23,971 for the three and nine months ended March 31, 2019 . The decreased tax expense for the three months ended March 31, 2020 was primarily due to a lower actual effective tax rate for the nine months ended March 31, 2020, excluding goodwill impairments with no tax benefit and the deferred tax benefit related to Swiss Tax Reform of $114,114 discussed below, as compared to the estimated annual effective tax rate for the same prior year period. Without this benefit, tax expense would have increased for the nine months ended March 31, 2020 as compared to the same prior year period, primarily attributable to increased pre-tax income, excluding goodwill impairments with no tax benefit. The decrease in effective tax rate year-over-year was primarily due to a more favorable mix of earnings, offset by tax impacts of changing Cimpress N.V.'s tax residency from the Netherlands to Ireland in February 2019. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. During the three months ended March 31, 2020, we recognized tax expense of $28,465 to record a full valuation allowance against our U.S. deferred tax assets. The change in judgment to no longer recognize the deferred tax assets was driven by decreased profits due to impacts of the COVID-19 pandemic and goodwill impairments. Also during the three months ended March 31, 2020, we recognized tax benefits of $15,350 related to excess tax benefits from share based compensation and $10,894 for the re-measurement of U.S. tax losses that will be carried back to tax years with higher U.S. federal tax rates under the U.S. Coronavirus Aid, Relief, and Economic Security Act, enacted March 27, 2020. In addition, during the nine months ended March 31, 2019, we recognized "Patent Box" tax benefits of $3,547 granted to our Pixartprinting business in Italy and tax expense of $5,574 related to a decrease in deferred tax assets under Notice 2018-68 issued by the United States Internal Revenue Service, which provided guidance regarding amendments to Section 162(m) of the Internal Revenue Code contained in the Tax Cuts and Jobs Act. On October 25, 2019, the canton of Zurich enacted tax law changes by publishing the results of its referendum to adopt the Federal Act on Tax Reform and AHV Financing (TRAF), which we refer to as Swiss Tax Reform. Swiss Tax Reform is effective as of January 1, 2020 and includes the abolishment of various favorable federal and cantonal tax regimes. Swiss Tax Reform provides transitional relief measures for companies that are losing the tax benefit of a ruling, including a "step-up" for amortizable goodwill, equal to the amount of future tax benefit they would have received under their existing ruling, subject to certain limitations. We recognized a tax benefit of $114,114 to establish new Swiss deferred tax assets related to transitional relief measures and remeasuring our existing Swiss deferred tax assets and liabilities. We don't expect to realize the majority of this benefit until fiscal 2025 through fiscal 2030. As of March 31, 2020 , we had unrecognized tax benefits of $5,909 , including accrued interest and penalties of $336 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, the entire amount of 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 $70 to $400 related to the lapse of applicable statutes of limitations. 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 2014 through 2019 remain open for examination by the IRS and the years 2014 through 2019 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, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business' management team 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 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 with the offset to retained earnings in the consolidated balance sheet. 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 PrintBrothers During the fourth quarter of fiscal 2019, we sold a minority equity interest in each of the three businesses within our PrintBrothers reportable segment to members of the management team. We received proceeds of €50,173 ( $57,046 based on the exchange rate on the date we received the proceeds) in exchange for an equity interest in each of the businesses ranging from 12% to 13% . As of June 30, 2019, we recognized the redeemable noncontrolling interest at fair value of $57,046 . The put options associated with the redeemable noncontrolling interest are exercisable beginning in 2021, while the associated call options become exercisable in 2026. During the second quarter of fiscal 2020, we recorded an adjustment of $5,493 to increase the carrying value to the estimated redemption amounts, with the offset recognized in retained earnings in the consolidated balance sheet, since the estimated redemption amounts were less than the fair value. As of March 31, 2020 , the redemption value was less than the carrying value, and therefore no adjustment was required. All Other Businesses 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, 2020 , the redemption value was less than the carrying value, and therefore no adjustment was required. 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, 2020 , the redemption value is less than the carrying value and therefore no adjustment has been made. On April 10, 2020, VIDA Group Co. repurchased all of the shares we held in the VIDA business. Refer to Note 2 for further detail. The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable noncontrolling interests Balance as of June 30, 2019 $ 63,182 Acquisition of noncontrolling interest (1) 3,995 Accretion to redemption value recognized in retained earnings (2) 5,493 Net income attributable to noncontrolling interest 1,630 Distribution to noncontrolling interest (3,955 ) Foreign currency translation (663 ) Balance as of March 31, 2020 $ 69,682 ___________________ (1) During the first quarter of fiscal 2020, we acquired majority equity interests related to two immaterial businesses within our PrintBrothers reportable segment. (2) 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. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity (VIE) | Variable Interest Entity ("VIE") Investment in Printi LLC As of March 31, 2020 , we have a 53.7% equity interest in Printi LLC, which owns an operating company in Brazil, and the shareholders of Printi share profits and voting control on a pro-rata basis. 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. This contractual obligation is presented as a liability on our consolidated balance sheet and 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, 2020 and June 30, 2019, the carrying value of these liabilities is zero , based on their estimated redemption values. 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, 2020 and June 30, 2019, the net loan receivable including accrued interest was zero , since the collateral value of the related liabilities is estimated to have no value. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2020 | |
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. During the first quarter of fiscal 2020, we revised our internal organizational and reporting structure leading to changes in our Vistaprint and All Other Businesses reportable segments. Our Vistaprint Corporate Solutions, Vistaprint India, and Vistaprint Japan businesses, which were previously aggregated based on materiality in our All Other Businesses, are now directly managed within the Vistaprint business. These businesses are close derivatives or adjacencies of the Vistaprint business and leverage the Vistaprint brand, customers, technology, and/or other assets. This change in reporting structure positions them closer to the Vistaprint operations, capabilities, and resources. We have revised our presentation of all prior periods presented to reflect our revised segment reporting. As of March 31, 2020 , we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments: • Vistaprint - Includes the operations of our global Vistaprint websites and our Webs-branded business, which is managed with the Vistaprint-branded digital business. Also included is our Vistaprint Corporate Solutions business which serves medium-sized businesses and large corporations, as well as a legacy revenue stream with retail partners and franchise businesses • PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses • The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses • National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts • All Other Businesses - Includes a collection of businesses grouped together based on materiality: ◦ BuildASign 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 was part All Other Businesses segment through March 31, 2020 ; however we sold our shares in the business on April 10, 2020. Refer to Note 2 for further detail. ◦ YSD is a startup operation that provides end-to-end mass customization solutions to brands and IP owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness and develop new markets. 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. During the first quarter of fiscal 2020, we changed our segment profitability measure to an adjusted EBITDA metric. The financial metric that we use to hold our businesses accountable on an annual basis is unlevered free cash flow. Historically, we have reported segment profit based on adjusted net operating profit; however, this is not a direct input to unlevered free cash flow. We believe this change simplifies both our internal and external reporting, while also increasing the focus on a profitability metric that is a direct input into our internal operating measure, our steady-state free cash flow analysis that we report annually and our estimates of intrinsic value per share. The primary difference between the segment profit we previously reported and the revised metric is depreciation and amortization. The prior adjusted NOP-based metric only removed amortization of acquired intangibles, and the new segment EBITDA metric removes all depreciation and amortization, except for depreciation expense related to our Waltham, Massachusetts lease, which we treat in our historical results as operating expense. The new segment EBITDA metric does include the cost of long-term incentive programs, including share-based compensation, just as the prior adjusted NOP-based metric. 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 PSUs is recognized within central and corporate costs. Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization (with the exception of depreciation expense associated with our Waltham, Massachusetts lease for periods prior to our adoption of the new leasing standard on July 1, 2019), 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. For historical periods presented, a portion of the interest expense associated with our Waltham, Massachusetts lease is included as expense in segment EBITDA 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. Beginning in fiscal 2020, as part of our adoption of the new leasing standard, the accounting treatment for our Waltham, Massachusetts lease has changed to an operating lease, so the expense associated with this lease is reflected in operating income and no longer requires an adjustment to segment EBITDA. We do not allocate non-operating income, including realized gains and losses on currency hedges, 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 segment EBITDA. 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 segment, as well as disaggregation of revenue by major geographic region and reportable segment. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Revenue: Vistaprint (1) $ 316,310 $ 358,660 $ 1,092,786 $ 1,147,920 PrintBrothers (2) 109,496 109,305 345,403 327,008 The Print Group (3) 68,537 79,027 228,494 237,767 National Pen (4) 68,362 79,721 266,510 278,643 All Other Businesses (5) 39,237 38,016 131,287 93,987 Total segment revenue 601,942 664,729 2,064,480 2,085,325 Inter-segment eliminations (3,982 ) (2,915 ) (12,228 ) (8,963 ) Total consolidated revenue $ 597,960 $ 661,814 $ 2,052,252 $ 2,076,362 _____________________ (1) Vistaprint segment revenues include inter-segment revenue of $1,607 and $5,460 for the three and nine months ended March 31, 2020 , respectively, and $1,279 and $4,616 for the prior comparative periods, respectively. (2) PrintBrothers segment revenues include inter-segment revenue of $250 and $822 for the three and nine months ended March 31, 2020 , respectively, and $243 and $955 for the prior comparative periods, respectively. (3) The Print Group segment revenues include inter-segment revenue of $920 and $2,338 for the three and nine months ended March 31, 2020 , respectively, and $113 and $608 for the prior comparative periods, respectively. (4) National Pen segment revenues include inter-segment revenue of $981 and $2,928 for the three and nine months ended March 31, 2020 , respectively, and $1,280 and $2,784 for the prior comparative periods, respectively. (5) All Other Businesses segment revenues include inter-segment revenue of $224 and $680 for the three and nine months ended March 31, 2020 . There was no inter-segment revenue for the three and nine months ended March 31, 2019 . Our All Other Businesses segment includes the revenue from our BuildASign acquisition from October 1, 2018. Three Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 222,294 $ — $ — $ 41,093 $ 35,040 $ 298,427 Europe 74,335 109,246 67,617 21,146 — 272,344 Other 18,074 — — 5,142 3,973 27,189 Inter-segment 1,607 250 920 981 224 3,982 Total segment revenue 316,310 109,496 68,537 68,362 39,237 601,942 Less: inter-segment elimination (1,607 ) (250 ) (920 ) (981 ) (224 ) (3,982 ) Total external revenue $ 314,703 $ 109,246 $ 67,617 $ 67,381 $ 39,013 $ 597,960 Nine Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 753,724 $ — $ — $ 137,035 $ 114,667 $ 1,005,426 Europe 269,936 344,581 226,156 104,346 — 945,019 Other 63,666 — — 22,201 15,940 101,807 Inter-segment 5,460 822 2,338 2,928 680 12,228 Total segment revenue 1,092,786 345,403 228,494 266,510 131,287 2,064,480 Less: inter-segment elimination (5,460 ) (822 ) (2,338 ) (2,928 ) (680 ) (12,228 ) Total external revenue $ 1,087,326 $ 344,581 $ 226,156 $ 263,582 $ 130,607 $ 2,052,252 Three Months Ended March 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 250,229 $ — $ — $ 41,697 $ 32,880 $ 324,806 Europe 86,332 109,062 78,914 29,895 — 304,203 Other 20,820 — — 6,849 5,136 32,805 Inter-segment 1,279 243 113 1,280 — 2,915 Total segment revenue 358,660 109,305 79,027 79,721 38,016 664,729 Less: inter-segment elimination (1,279 ) (243 ) (113 ) (1,280 ) — (2,915 ) Total external revenue $ 357,381 $ 109,062 $ 78,914 $ 78,441 $ 38,016 $ 661,814 Nine Months Ended March 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 781,654 $ — $ — $ 137,603 $ 76,518 $ 995,775 Europe 293,734 326,053 237,159 113,404 — 970,350 Other 67,916 — — 24,852 17,469 110,237 Inter-segment 4,616 955 608 2,784 — 8,963 Total segment revenue 1,147,920 327,008 237,767 278,643 93,987 2,085,325 Less: inter-segment elimination (4,616 ) (955 ) (608 ) (2,784 ) — (8,963 ) Total external revenue $ 1,143,304 $ 326,053 $ 237,159 $ 275,859 $ 93,987 $ 2,076,362 The following table includes segment EBITDA by reportable segment, total income from operations and total (loss) income before income taxes. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Segment EBITDA: Vistaprint $ 67,444 $ 82,550 $ 280,184 $ 239,507 PrintBrothers 8,686 8,099 35,922 30,361 The Print Group 10,934 15,658 42,673 43,872 National Pen (1,244 ) 113 17,005 10,279 All Other Businesses 3,187 (1,149 ) 8,572 (8,165 ) Total segment EBITDA 89,007 105,271 384,356 315,854 Central and corporate costs (32,008 ) (25,754 ) (90,645 ) (68,165 ) Depreciation and amortization (41,840 ) (44,055 ) (126,731 ) (129,275 ) Waltham, MA lease depreciation adjustment (1) — 1,030 — 3,090 Share-based compensation related to investment consideration — — — (2,893 ) Certain impairments and other adjustments (2) (101,976 ) (786 ) (102,736 ) (764 ) Restructuring-related charges (919 ) (7,866 ) (5,006 ) (9,062 ) Interest expense for Waltham, MA lease (1) — 1,775 — 5,457 Total (loss) income from operations (87,736 ) 29,615 59,238 114,242 Other income (expense), net 22,537 (2,495 ) — 29,171 17,386 Interest expense, net (17,262 ) (16,787 ) — (48,050 ) (47,372 ) (Loss) income before income taxes $ (82,461 ) $ 10,333 $ 40,359 $ 84,256 ___________________ (1) Upon the adoption of the new leasing standard on July 1, 2019, our Waltham, MA lease, which was previously classified as build-to-suit, is now classified as an operating lease under the new standard. Therefore, the Waltham depreciation and interest expense adjustments that were made in comparative periods will no longer be made beginning in the first fiscal quarter of 2020, as any impact from the Waltham lease will be reflected in operating income. Refer to Note 2 for additional details. (2) Includes impairments of goodwill defined by ASC 350 - "Intangibles - Goodwill and Other" of $100,842 , as well as losses of $999 recognized for fair value adjustments to the disposal group associated with held for sale assets and liabilities as defined by ASC 360 - "Property, Plant, and Equipment" related to our VIDA business for the three and nine months ended March 31, 2020. During the three and nine months ended March 31, 2019, we recognized reserves for loans as defined by ASC 326 - "Financial Instruments - Credit Losses". Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Depreciation and amortization: Vistaprint $ 15,466 $ 17,347 $ 47,522 $ 52,025 PrintBrothers 5,064 5,364 15,872 17,440 The Print Group 6,083 7,338 18,925 22,756 National Pen 6,294 5,371 17,398 15,814 All Other Businesses 6,049 5,905 17,910 11,747 Central and corporate costs 2,884 3,009 9,104 9,772 Total depreciation and amortization $ 41,840 $ 44,334 $ 126,731 $ 129,554 Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Purchases of property, plant and equipment: Vistaprint $ 134 $ 4,718 $ 10,831 $ 26,152 PrintBrothers 2,397 395 3,396 2,771 The Print Group 4,949 557 13,943 5,340 National Pen 728 745 3,505 7,780 All Other Businesses 1,523 12,138 3,893 14,785 Central and corporate costs 813 614 3,070 1,106 Total purchases of property, plant and equipment $ 10,544 $ 19,167 $ 38,638 $ 57,934 Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Capitalization of software and website development costs: Vistaprint $ 7,552 $ 7,078 $ 19,842 $ 20,544 PrintBrothers 90 437 712 1,241 The Print Group 374 525 1,249 1,723 National Pen 775 1,035 2,590 2,511 All Other Businesses 890 1,098 2,969 2,059 Central and corporate costs 2,726 2,543 8,462 6,559 Total capitalization of software and website development costs $ 12,407 $ 12,716 $ 35,824 $ 34,637 The following table sets forth long-lived assets by geographic area: March 31, 2020 June 30, 2019 Long-lived assets (1): United States $ 166,395 $ 57,118 Netherlands 90,956 73,601 Canada 71,300 73,447 Switzerland 61,346 57,488 Italy 48,147 43,203 Jamaica 21,873 21,267 Australia 18,162 20,749 France 24,505 18,533 Japan 16,132 17,768 Other 101,502 79,006 Total $ 620,318 $ 462,180 ___________________ (1) Excludes goodwill of $615,333 and $718,880 , intangible assets, net of $220,827 and $262,701 , and deferred tax assets of $143,571 and $59,906 as of March 31, 2020 and June 30, 2019 , respectively. Build-to-suit lease assets of $124,408 are excluded for the year ended June 30, 2019, and upon our adoption of ASC 842 on July 1, 2019, our Waltham, MA and Dallas, TX build-to-suit lease asset balances were de-recognized. As of March 31, 2020 , all operating lease assets are recognized within the balances above. Refer to Note 2 for additional details. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2020 | |
Leasing Disclosures [Abstract] | |
Leases | Leases We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2034 . Our finance leases primarily relate to machinery and plant equipment. The following table presents the classification of right-of-use assets and lease liabilities as of March 31, 2020 : Leases Consolidated Balance Sheet Classification March 31, 2020 Assets: Operating right-of-use assets Operating lease assets, net $ 164,391 Finance right-of-use assets Property, plant, and equipment, net 22,243 Total lease assets $ 186,634 Liabilities: Current Operating lease liabilities Operating lease liabilities, current $ 37,405 Finance lease liabilities Other current liabilities 7,833 Non-current Operating lease liabilities Operating lease liabilities, non-current 134,267 Finance lease liabilities Other liabilities 19,360 Total lease liabilities $ 198,865 The following table represents the lease expenses for the three and nine months ended March 31, 2020 : Three Months Ended Nine Months Ended March 31, 2020 March 31, 2020 Operating lease expense $ 10,962 $ 32,416 Finance lease expense: Amortization of finance lease assets 1,409 4,614 Interest on lease liabilities 195 635 Variable lease expense 2,808 8,433 Less: sublease income (719 ) (2,478 ) Net lease cost $ 3,693 $ 11,204 Future minimum lease payments under non-cancelable leases as of March 31, 2020 were as follows: Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations Less than 1 year $ 42,136 $ 8,393 $ 50,529 2 years 35,915 7,822 43,737 3 years 29,907 5,308 35,215 4 years 23,618 3,338 26,956 5 years 18,075 1,933 20,008 Thereafter 37,878 1,925 39,803 Total 187,529 28,719 216,248 Less: present value discount (15,857 ) (1,526 ) (17,383 ) Lease liability $ 171,672 $ 27,193 $ 198,865 As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard, the following is a summary of future minimum lease payments under non-cancelable leases and build-to-suit arrangements as of June 30, 2019: Operating lease obligations Build-to-suit lease obligations (1) Finance lease obligations Total lease obligations 2020 $ 30,269 $ 13,482 $ 11,468 $ 55,219 2021 22,849 13,836 6,414 43,099 2022 16,592 13,877 3,724 34,193 2023 12,553 12,426 2,544 27,523 2024 9,032 12,163 1,565 22,760 Thereafter 8,338 40,656 2,403 51,397 Total $ 99,633 $ 106,440 $ 28,118 $ 234,191 ___________________ (1) Build-to-suit minimum payments at June 30, 2019 related to our Waltham, MA and Dallas, TX leases, refer to Note 2 for additional details. Other information about leases is as follows: Lease Term and Discount Rate March 31, 2020 Weighted-average remaining lease term (years) Operating leases 6.17 Finance leases 4.63 Weighted-average discount rate Operating leases 3.17 % Finance leases 2.77 % Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise. Nine Months Ended Supplemental Cash Flow Information March 31, 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 32,379 Operating cash flows from finance leases 635 Financing cash flows from finance leases 8,354 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations At March 31, 2020 , we had unrecorded commitments under contract of $102,822 , including third-party web services of $64,289 and inventory and third-party fulfillment purchase commitments of $12,217 . In addition, we had purchase commitments for professional and consulting fees of $4,056 , production and computer equipment purchases of $1,204 , commitments for advertising campaigns of $652 , and other unrecorded purchase commitments of $20,404 . Other Obligations We deferred payments for several of our acquisitions resulting in the recognition of a liability of $2,369 in aggregate as of March 31, 2020 . 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. For all legal matters, 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, 2020 | |
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, 2020 , we recognized restructuring charges of $919 and $5,006 consisting of charges of $472 and $3,829 , respectively, within our Vistaprint reportable segment as we continue to evolve our organizational structure. We also incurred charges of $417 and $535 in our National Pen and All Other Businesses reportable segments, respectively, and immaterial charges within The Print Group reportable segment during the nine months ended March 31, 2020 . During the three and nine months ended March 31, 2019 , we recognized restructuring charges of $7,866 and $9,062 , respectively, related primarily to a restructuring action within our Vistaprint business, which included changes to the leadership team as well as other reductions in headcount and associated costs. The following table summarizes the restructuring activity during the nine months ended March 31, 2020 : Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2019 $ 3,045 $ 167 $ 3,212 Restructuring charges 4,662 344 5,006 Cash payments (4,637 ) (433 ) (5,070 ) Non-cash charges (1) (756 ) — (756 ) Accrued restructuring liability as of March 31, 2020 $ 2,314 $ 78 $ 2,392 ___________________ (1) Non-cash charges primarily include acceleration of share-based compensation expenses. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Temporary Maintenance Covenant Suspension and Capital Raise On May 1, 2020, we entered into an amendment to our senior secured credit agreement to suspend maintenance covenants, including the total and senior secured leverage covenants and interest coverage ratio covenant, until the publication of results for the quarter ending December 31, 2021, for which quarter the pre-amendment maintenance covenants will be reinstated. The covenant suspension period could end earlier at the company’s election if we have total leverage equal to or lower than 4.75x annualized EBITDA for each of two consecutive quarters and are compliant with pre-amendment maintenance covenants. During the suspension period, we are required to to comply with new maintenance covenants requiring minimum liquidity (defined in the credit agreement as cash plus unused revolver) of $50,000 and EBITDA above zero in each of the quarters ending June 30, 2021 and September 30, 2021. The amendment increased pricing to LIBOR +3.25% during the covenant suspension period and to LIBOR plus 2.50% to 3.25% after the covenant suspension period, and changed the maturity date from February 2025 to November 2024. The amendment to the senior secured credit agreement described above reduced the credit facility from $1,551,419 to $1,000,000 , made up of an $850,000 revolver and $150,000 term loan. Related to the amendment, on May 1, 2020, we issued notes and warrants to raise $300,000 from funds managed by affiliates of Apollo Global Management, Inc. (the "Apollo Funds") via a private placement of securities. We used the proceeds to pay down a portion of the term loan under our senior secured credit facility and to pay fees and expenses incurred in connection with the financing and the above-described amendment. The investment by the Apollo Funds is structured as 5-year second lien notes with a 12% coupon, of which up to 50% can be paid-in-kind at our option. We may prepay these notes in whole or in part after the first anniversary with a 3% premium, after the second anniversary with a 1% premium, and after the third anniversary with no premium with proceeds from certain debt financings. The Apollo Funds also received 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875% of our outstanding diluted ordinary shares. The warrants have an exercise price of $60 per share, representing an approximately 17% premium to the 10-day VWAP as of April 28, 2020. If the Apollo Funds undertake a cashless exercise on their own or if we use a mandatory exercise feature in the warrants, the maximum resulting net share issuance would be approximately 740,000 ordinary shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with 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. Operating results for the three and nine months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending June 30, 2020 or for any other period. The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Given the expected impact of the COVID-19 pandemic on our business we evaluated our liquidity position as of the date of the issuance of these consolidated financial statements. Based on this evaluation, management believes, despite the expected impact of COVID-19 on our business, that the Company’s financial position, net cash provided by operations combined with our cash and cash equivalents, borrowing availability under our revolving credit facility, and the May 2020 temporary maintenance covenant suspension and capital raise as described in Note 16, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. Significant Accounting Policies Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2019. There have been no material changes to our significant accounting policies during the three and nine months ended March 31, 2020 , except the adoption of the new lease accounting standard, as discussed below. |
Share-Based Compensation | |
Other Income (expense), net | Other Income (Expense), Net The following table summarizes the components of other income (expense), net: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Gains on derivatives not designated as hedging instruments (1) $ 18,039 $ 1,258 $ 25,730 $ 19,802 Currency-related gains (losses), net (2) 3,950 (4,085 ) 3,183 (3,011 ) Other gains 548 332 258 595 Total other income (expense), net $ 22,537 $ (2,495 ) $ 29,171 $ 17,386 _____________________ (1) Primarily relates to both realized and unrealized gains 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 gains (losses), net for the three and nine months ended March 31, 2020 and 2019 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $1,807 and $3,627 for the three and nine months ended March 31, 2020 , respectively, as compared to unrealized gains of $2,146 and $3,389 for the three and nine months ended March 31, 2019 , respectively. |
Net Income Per Share | Net (Loss) Income Per Share Attributable to Cimpress plc Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), 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, 2020 2019 2020 2019 Weighted average shares outstanding, basic 26,024,229 30,763,055 27,608,387 30,837,207 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs — 751,738 709,053 943,934 Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,024,229 31,514,793 28,317,440 31,781,141 Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) 464,638 — — — |
Lessee, Leases [Policy Text Block] | Lease Accounting Lease accounting - adoption of ASC 842 On July 1, 2019, we adopted ASC 842, Leases, using a modified retrospective transition approach. Under the modified retrospective approach, we 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. Additionally, as part of our transition, we elected several practical expedients that streamlined the transition to the new guidance whereby we did not reassess the following: • whether a lease under the prior standard continues to meet the definition of a lease under the new standard; • whether the application of the new standard would have an impact on the classification of our existing leases, with the exception of our build-to-suit leases; and • the existence of any initial direct costs associated with our leases. We also elected the practical expedient to account for our lease components as a single lease component rather than separating them into lease and nonlease components, which would have resulted in recognizing only the lease components in the measurement of our lease assets and liabilities. This expedient was applied to all underlying classes of assets we lease. We elected the short-term lease exception policy, permitting us to not apply the recognition requirements of ASC 842 to short-term leases, which are defined as leases with a term of twelve months or less. Short-term leases are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations. We determine the lease term by including the exercise of renewal options that are considered reasonably certain at lease inception. The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019: Consolidated Balance Sheet As reported at ASC 842 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,065 $ (59 ) $ 78,006 Property, plant and equipment, net 490,755 (121,254 ) 369,501 Operating lease assets, net — 169,668 169,668 Deferred tax assets 59,906 (817 ) 59,089 Liabilities and shareholders' equity Operating lease liabilities, current $ — $ 37,342 $ 37,342 Other current liabilities 27,881 (12,569 ) 15,312 Lease financing obligation 112,096 (112,096 ) — Operating lease liabilities, non-current — 139,041 139,041 Other liabilities 53,716 (7,169 ) 46,547 Retained earnings 537,422 2,989 540,411 The new standard impacted the classification of our build-to-suit leases for our Waltham, Massachusetts and Dallas, Texas building leases, which resulted in a change of their classification to operating leases. On July 1, 2019, we de-recognized the existing lease assets included within property, plant and equipment, net of $121,254 , the related lease financing obligations of $124,665 , and associated deferred rent of $418 . This change resulted in an $817 decrease to deferred tax assets and a net increase to retained earnings of $2,989 . In addition, on July 1, 2019, we recognized operating lease assets of $169,668 and operating lease liabilities of $176,383 , inclusive of our Waltham, Massachusetts lease which commenced prior to the transition date. The difference between the operating lease assets and liabilities resulted from the reclassification of deferred rent and tenant allowance balances presented in other financial statement lines of the consolidated balance sheet, which are now included in the operating lease assets. For the three and nine months ended March 31, 2020 , the change in lease classification for our build-to-suit leases resulted in a reduction to operating income within our consolidated statement of operations of $1,860 and $5,580 , respectively, with a corresponding decrease to interest expense, net. In our consolidated statement of cash flows, the change in classification resulted in a decrease to cash from operating activities and increase to cash from financing activities of $3,058 during the nine months ended March 31, 2020 . Other than the impact from our build-to-suit leases, the new standard did not have a material impact on our consolidated statement of operations and consolidated statement of cash flows. Refer to Note 13 for additional lease disclosure. Lease accounting policy We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred. Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor. We also make variable lease payments for certain print equipment leases that are determined based on production volumes. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees, classify the leases as finance leases and have subleased the asset under similar terms, resulting in their classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets. |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements New Accounting Standards 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 standard would be effective on July 1, 2020 and we early adopted the new standard on July 1, 2019. The standard did not have a material impact 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. We adopted the amendment on its effective date of July 1, 2019. The standard requires a modified retrospective transition approach, and we recognized the cumulative effect of the change within shareholders' equity as of the date of adoption. Upon transitioning to the new standard on July 1, 2019, we reversed the cumulative effect of expense previously recognized in earnings for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to retained earnings and accumulated other comprehensive loss within our consolidated balance sheet of $153 , net of tax. We will prospectively recognize any ineffectiveness associated with our effective and designated cash flow hedges within accumulated other comprehensive loss, rather than in earnings. These changes did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases. The standard also retains a distinction between finance leases and operating leases. We adopted the standard on its effective date of July 1, 2019. Refer to the information above for additional details of the adoption. Issued Accounting Standards to be Adopted In December 2019, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting. The standard is effective for us on July 1, 2020. We do not expect the effect of ASU 2019-12 to have a material impact 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, 2020 | |
Accounting Policies [Abstract] | |
Interest and Other Income | The following table summarizes the components of other income (expense), net: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Gains on derivatives not designated as hedging instruments (1) $ 18,039 $ 1,258 $ 25,730 $ 19,802 Currency-related gains (losses), net (2) 3,950 (4,085 ) 3,183 (3,011 ) Other gains 548 332 258 595 Total other income (expense), net $ 22,537 $ (2,495 ) $ 29,171 $ 17,386 _____________________ (1) Primarily relates to both realized and unrealized gains 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 gains (losses), net for the three and nine months ended March 31, 2020 and 2019 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized gains related to cross-currency swaps were $1,807 and $3,627 for the three and nine months ended March 31, 2020 , respectively, as compared to unrealized gains of $2,146 and $3,389 for the three and nine months ended March 31, 2019 , 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, 2020 2019 2020 2019 Weighted average shares outstanding, basic 26,024,229 30,763,055 27,608,387 30,837,207 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs — 751,738 709,053 943,934 Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,024,229 31,514,793 28,317,440 31,781,141 Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) 464,638 — — — _____________________ (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. |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019: Consolidated Balance Sheet As reported at ASC 842 adjustments Adjusted balance at Assets Prepaid expenses and other current assets $ 78,065 $ (59 ) $ 78,006 Property, plant and equipment, net 490,755 (121,254 ) 369,501 Operating lease assets, net — 169,668 169,668 Deferred tax assets 59,906 (817 ) 59,089 Liabilities and shareholders' equity Operating lease liabilities, current $ — $ 37,342 $ 37,342 Other current liabilities 27,881 (12,569 ) 15,312 Lease financing obligation 112,096 (112,096 ) — Operating lease liabilities, non-current — 139,041 139,041 Other liabilities 53,716 (7,169 ) 46,547 Retained earnings 537,422 2,989 540,411 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
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, 2020 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cross-currency swap contracts $ 5,895 $ — $ 5,895 $ — Currency forward contracts 17,795 — 17,795 — Currency option contracts 4,542 — 4,542 — Total assets recorded at fair value $ 28,232 $ — $ 28,232 $ — Liabilities Interest rate swap contracts $ (37,674 ) $ — $ (37,674 ) $ — Cross-currency swap contracts (3,558 ) — (3,558 ) — Currency forward contracts (5,514 ) — (5,514 ) — Total liabilities recorded at fair value $ (46,746 ) $ — $ (46,746 ) $ — June 30, 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 $ 144 $ — $ 144 $ — Currency forward contracts 15,268 — 15,268 — Currency option contracts 4,765 — 4,765 — Total assets recorded at fair value $ 20,177 $ — $ 20,177 $ — Liabilities Interest rate swap contracts $ (12,895 ) $ — $ (12,895 ) $ — Cross-currency swap contracts (915 ) — (915 ) — Currency forward contracts (2,486 ) — (2,486 ) — Currency option contracts (42 ) — (42 ) — Total liabilities recorded at fair value $ (16,338 ) $ — $ (16,338 ) $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | As of March 31, 2020 , 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 2026 . Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of March 31, 2020 $ 500,000 Contracts with a future start date 50,000 Total $ 550,000 As of March 31, 2020 , we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $556,679 June 2018 through March 2020 Various dates through October 2024 526 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, 2020 and June 30, 2019 . Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. March 31, 2020 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ (37,674 ) $ — $ (37,674 ) Cross-currency swaps Other assets 5,895 — 5,895 Other liabilities (3,558 ) — (3,558 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets 1,541 — 1,541 Other liabilities (4,702 ) — (4,702 ) Total derivatives designated as hedging instruments $ 7,436 $ — $ 7,436 $ (45,934 ) $ — $ (45,934 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 18,473 $ (2,219 ) $ 16,254 Other current liabilities / other liabilities $ (1,346 ) $ 534 $ (812 ) Currency option contracts Other current assets / other assets 4,554 (12 ) 4,542 Other current liabilities / other liabilities — — — Total derivatives not designated as hedging instruments $ 23,027 $ (2,231 ) $ 20,796 $ (1,346 ) $ 534 $ (812 ) June 30, 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 non-current assets $ 144 $ — $ 144 Other current liabilities / other liabilities $ (12,895 ) $ — $ (12,895 ) Cross-currency swaps Other non-current assets — — — Other liabilities (915 ) — (915 ) Derivatives in net investment hedging relationships Currency forward contracts Other non-current assets 4,514 — 4,514 Other liabilities (2,397 ) — (2,397 ) Total derivatives designated as hedging instruments $ 4,658 $ — $ 4,658 $ (16,207 ) $ — $ (16,207 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 11,865 $ (1,111 ) $ 10,754 Other current liabilities / other liabilities $ (127 ) $ 38 $ (89 ) Currency option contracts Other current assets / other assets 4,793 (28 ) 4,765 Other current liabilities / other liabilities (42 ) — (42 ) Total derivatives not designated as hedging instruments $ 16,658 $ (1,139 ) $ 15,519 $ (169 ) $ 38 $ (131 ) |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three and nine months ended March 31, 2020 and 2019 : Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive (Loss) Income Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps (1) $ (24,645 ) $ (6,102 ) $ (24,841 ) $ (10,916 ) Cross-currency swaps 3,444 (1,273 ) 2,583 (2,656 ) Derivatives in net investment hedging relationships Cross-currency swaps — 1,542 — 6,557 Currency forward contracts 14,284 7,050 22,849 14,369 Total $ (6,917 ) $ 1,217 $ 591 $ 7,354 ___________________ (1) Upon transitioning to the new hedge accounting standard on July 1, 2019, we reversed the cumulative effect of expense recognized for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to accumulated other comprehensive loss of $153 , net of tax, which is included within the interest rate swap loss recognized for the nine months ended March 31, 2020 . |
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, 2020 and 2019 : 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, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps $ 691 $ (314 ) $ 1,146 $ (105 ) Interest expense, net Cross-currency swaps 2,665 2,146 6,203 5,920 Other income (expense), net Total before income tax 3,356 1,832 7,349 5,815 (Loss) income before income taxes Income tax (825 ) (458 ) (1,812 ) (1,454 ) Income tax (benefit) expense Total $ 2,531 $ 1,374 $ 5,537 $ 4,361 |
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 and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period. Amount of Gain (Loss) Recognized in Net Income Affected line item in the Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Currency contracts $ 18,039 $ 1,258 $ 25,730 $ 19,802 Other income (expense), net Interest rate swaps (1) — 29 — (185 ) Other income (expense), net Total $ 18,039 $ 1,287 $ 25,730 $ 19,617 _____________________ (1) Upon our adoption of the new hedge accounting standard on July 1, 2019, we prospectively recognize any ineffectiveness associated with effective and designated hedges within accumulated other comprehensive loss, rather than in earnings. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
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 $1,741 for the nine months ended March 31, 2020 : Gains (losses) on cash flow hedges (1) Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2019 $ (11,282 ) $ (204 ) $ (68,371 ) $ (79,857 ) Other comprehensive (loss) income before reclassifications (22,258 ) — 3,773 (18,485 ) Amounts reclassified from accumulated other comprehensive loss to net income 5,537 — — 5,537 Net current period other comprehensive (loss) income (16,721 ) — 3,773 (12,948 ) Balance as of March 31, 2020 $ (28,003 ) $ (204 ) $ (64,598 ) $ (92,805 ) ________________________ (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, 2020 and June 30, 2019 , the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $22,118 and unrealized losses of $731 , respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Schedule of goodwill | The carrying amount of goodwill by reportable segment as of March 31, 2020 and June 30, 2019 was as follows: Vistaprint PrintBrothers The Print Group National Pen All Other Businesses Total Balance as of June 30, 2019 $ 145,961 $ 124,089 $ 198,363 $ 34,434 $ 216,033 $ 718,880 Acquisitions (1) — 6,879 — — — 6,879 Impairment (2) — — (40,391 ) (34,434 ) (26,017 ) (100,842 ) Adjustments (3) 3,919 — — — (3,919 ) — Effect of currency translation adjustments (4) (171 ) (3,644 ) (5,769 ) — — (9,584 ) Balance as of March 31, 2020 $ 149,709 $ 127,324 $ 152,203 $ — $ 186,097 $ 615,333 _________________ (1) During the first quarter of fiscal 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. (2) During the third quarter of fiscal 2020, we recognized impairment in our Exaprint, National Pen, and VIDA reporting units. Refer below for additional details. (3) Due to changes in the composition of our reportable segments during the first quarter of fiscal 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment. Refer to Note 12 for additional details on the changes in our reportable segments. (4) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses included the following: March 31, 2020 June 30, 2019 Compensation costs $ 58,668 $ 58,864 Income and indirect taxes 37,340 40,102 Advertising costs 21,357 22,289 Shipping costs 4,754 7,275 Production costs 6,865 9,261 Interest payable (1) 12,747 2,271 Sales returns 3,964 5,413 Purchases of property, plant and equipment 3,606 2,358 Professional fees 3,050 2,786 Other 37,746 44,096 Total accrued expenses $ 190,097 $ 194,715 ___________________ (1) The increase in interest payable as of March 31, 2020, is due to the interest on our 2026 Notes being payable semi-annually on June 15 and December 15 of each year combined with the additional offering of $200,000 of Senior Unsecured Notes during the current quarter. Refer to Note 8 for further detail. |
Other Current Liabilities | Other current liabilities included the following: March 31, 2020 June 30, 2019 Current portion of finance lease obligations $ 7,833 $ 10,668 Current portion of lease financing obligation (1) — 12,569 Short-term derivative liabilities 3,348 1,628 Other 1,963 3,016 Total other current liabilities $ 13,144 $ 27,881 ___________________ (1) Due to our adoption of the new leasing standard on July 1, 2019, our Waltham, MA, and Dallas, TX leases, which were previously classified as build-to-suit, are now classified as operating leases and therefore the lease financing obligation has been de-recognized. Refer to Note 2 for additional details. |
Other Liabilities | Other liabilities included the following: March 31, 2020 June 30, 2019 Long-term finance lease obligations $ 19,360 $ 16,036 Long-term derivative liabilities 46,163 15,886 Other 11,449 21,794 Total other liabilities $ 76,972 $ 53,716 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt March 31, 2020 June 30, 2019 Senior secured credit facility $ 1,063,836 $ 621,224 7.0% Senior unsecured notes due 2026 600,000 400,000 Other 13,654 14,361 Debt issuance costs and debt premiums (discounts) (5,912 ) (12,018 ) Total debt outstanding, net 1,671,578 1,023,567 Less: short-term debt (1) 24,364 81,277 Long-term debt $ 1,647,214 $ 942,290 _____________________ (1) Balances as of March 31, 2020 and June 30, 2019 are inclusive of short-term debt issuance costs, debt premiums and discounts of $1,296 and $2,419 , respectively. |
Noncontrolling interests (Table
Noncontrolling interests (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
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 Balance as of June 30, 2019 $ 63,182 Acquisition of noncontrolling interest (1) 3,995 Accretion to redemption value recognized in retained earnings (2) 5,493 Net income attributable to noncontrolling interest 1,630 Distribution to noncontrolling interest (3,955 ) Foreign currency translation (663 ) Balance as of March 31, 2020 $ 69,682 ___________________ (1) During the first quarter of fiscal 2020, we acquired majority equity interests related to two immaterial businesses within our PrintBrothers reportable segment. (2) 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. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Revenue: Vistaprint (1) $ 316,310 $ 358,660 $ 1,092,786 $ 1,147,920 PrintBrothers (2) 109,496 109,305 345,403 327,008 The Print Group (3) 68,537 79,027 228,494 237,767 National Pen (4) 68,362 79,721 266,510 278,643 All Other Businesses (5) 39,237 38,016 131,287 93,987 Total segment revenue 601,942 664,729 2,064,480 2,085,325 Inter-segment eliminations (3,982 ) (2,915 ) (12,228 ) (8,963 ) Total consolidated revenue $ 597,960 $ 661,814 $ 2,052,252 $ 2,076,362 _____________________ (1) Vistaprint segment revenues include inter-segment revenue of $1,607 and $5,460 for the three and nine months ended March 31, 2020 , respectively, and $1,279 and $4,616 for the prior comparative periods, respectively. (2) PrintBrothers segment revenues include inter-segment revenue of $250 and $822 for the three and nine months ended March 31, 2020 , respectively, and $243 and $955 for the prior comparative periods, respectively. (3) The Print Group segment revenues include inter-segment revenue of $920 and $2,338 for the three and nine months ended March 31, 2020 , respectively, and $113 and $608 for the prior comparative periods, respectively. (4) National Pen segment revenues include inter-segment revenue of $981 and $2,928 for the three and nine months ended March 31, 2020 , respectively, and $1,280 and $2,784 for the prior comparative periods, respectively. (5) All Other Businesses segment revenues include inter-segment revenue of $224 and $680 for the three and nine months ended March 31, 2020 . There was no inter-segment revenue for the three and nine months ended March 31, 2019 | |
Disaggregation of Revenue | Three Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 222,294 $ — $ — $ 41,093 $ 35,040 $ 298,427 Europe 74,335 109,246 67,617 21,146 — 272,344 Other 18,074 — — 5,142 3,973 27,189 Inter-segment 1,607 250 920 981 224 3,982 Total segment revenue 316,310 109,496 68,537 68,362 39,237 601,942 Less: inter-segment elimination (1,607 ) (250 ) (920 ) (981 ) (224 ) (3,982 ) Total external revenue $ 314,703 $ 109,246 $ 67,617 $ 67,381 $ 39,013 $ 597,960 Nine Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 753,724 $ — $ — $ 137,035 $ 114,667 $ 1,005,426 Europe 269,936 344,581 226,156 104,346 — 945,019 Other 63,666 — — 22,201 15,940 101,807 Inter-segment 5,460 822 2,338 2,928 680 12,228 Total segment revenue 1,092,786 345,403 228,494 266,510 131,287 2,064,480 Less: inter-segment elimination (5,460 ) (822 ) (2,338 ) (2,928 ) (680 ) (12,228 ) Total external revenue $ 1,087,326 $ 344,581 $ 226,156 $ 263,582 $ 130,607 $ 2,052,252 | Three Months Ended March 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 250,229 $ — $ — $ 41,697 $ 32,880 $ 324,806 Europe 86,332 109,062 78,914 29,895 — 304,203 Other 20,820 — — 6,849 5,136 32,805 Inter-segment 1,279 243 113 1,280 — 2,915 Total segment revenue 358,660 109,305 79,027 79,721 38,016 664,729 Less: inter-segment elimination (1,279 ) (243 ) (113 ) (1,280 ) — (2,915 ) Total external revenue $ 357,381 $ 109,062 $ 78,914 $ 78,441 $ 38,016 $ 661,814 Nine Months Ended March 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 781,654 $ — $ — $ 137,603 $ 76,518 $ 995,775 Europe 293,734 326,053 237,159 113,404 — 970,350 Other 67,916 — — 24,852 17,469 110,237 Inter-segment 4,616 955 608 2,784 — 8,963 Total segment revenue 1,147,920 327,008 237,767 278,643 93,987 2,085,325 Less: inter-segment elimination (4,616 ) (955 ) (608 ) (2,784 ) — (8,963 ) Total external revenue $ 1,143,304 $ 326,053 $ 237,159 $ 275,859 $ 93,987 $ 2,076,362 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table includes segment EBITDA by reportable segment, total income from operations and total (loss) income before income taxes. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Segment EBITDA: Vistaprint $ 67,444 $ 82,550 $ 280,184 $ 239,507 PrintBrothers 8,686 8,099 35,922 30,361 The Print Group 10,934 15,658 42,673 43,872 National Pen (1,244 ) 113 17,005 10,279 All Other Businesses 3,187 (1,149 ) 8,572 (8,165 ) Total segment EBITDA 89,007 105,271 384,356 315,854 Central and corporate costs (32,008 ) (25,754 ) (90,645 ) (68,165 ) Depreciation and amortization (41,840 ) (44,055 ) (126,731 ) (129,275 ) Waltham, MA lease depreciation adjustment (1) — 1,030 — 3,090 Share-based compensation related to investment consideration — — — (2,893 ) Certain impairments and other adjustments (2) (101,976 ) (786 ) (102,736 ) (764 ) Restructuring-related charges (919 ) (7,866 ) (5,006 ) (9,062 ) Interest expense for Waltham, MA lease (1) — 1,775 — 5,457 Total (loss) income from operations (87,736 ) 29,615 59,238 114,242 Other income (expense), net 22,537 (2,495 ) — 29,171 17,386 Interest expense, net (17,262 ) (16,787 ) — (48,050 ) (47,372 ) (Loss) income before income taxes $ (82,461 ) $ 10,333 $ 40,359 $ 84,256 ___________________ (1) Upon the adoption of the new leasing standard on July 1, 2019, our Waltham, MA lease, which was previously classified as build-to-suit, is now classified as an operating lease under the new standard. Therefore, the Waltham depreciation and interest expense adjustments that were made in comparative periods will no longer be made beginning in the first fiscal quarter of 2020, as any impact from the Waltham lease will be reflected in operating income. Refer to Note 2 for additional details. (2) Includes impairments of goodwill defined by ASC 350 - "Intangibles - Goodwill and Other" of $100,842 , as well as losses of $999 recognized for fair value adjustments to the disposal group associated with held for sale assets and liabilities as defined by ASC 360 - "Property, Plant, and Equipment" related to our VIDA business for the three and nine months ended March 31, 2020. During the three and nine months ended March 31, 2019, we recognized reserves for loans as defined by ASC 326 - "Financial Instruments - Credit Losses". | |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Depreciation and amortization: Vistaprint $ 15,466 $ 17,347 $ 47,522 $ 52,025 PrintBrothers 5,064 5,364 15,872 17,440 The Print Group 6,083 7,338 18,925 22,756 National Pen 6,294 5,371 17,398 15,814 All Other Businesses 6,049 5,905 17,910 11,747 Central and corporate costs 2,884 3,009 9,104 9,772 Total depreciation and amortization $ 41,840 $ 44,334 $ 126,731 $ 129,554 Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Purchases of property, plant and equipment: Vistaprint $ 134 $ 4,718 $ 10,831 $ 26,152 PrintBrothers 2,397 395 3,396 2,771 The Print Group 4,949 557 13,943 5,340 National Pen 728 745 3,505 7,780 All Other Businesses 1,523 12,138 3,893 14,785 Central and corporate costs 813 614 3,070 1,106 Total purchases of property, plant and equipment $ 10,544 $ 19,167 $ 38,638 $ 57,934 Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Capitalization of software and website development costs: Vistaprint $ 7,552 $ 7,078 $ 19,842 $ 20,544 PrintBrothers 90 437 712 1,241 The Print Group 374 525 1,249 1,723 National Pen 775 1,035 2,590 2,511 All Other Businesses 890 1,098 2,969 2,059 Central and corporate costs 2,726 2,543 8,462 6,559 Total capitalization of software and website development costs $ 12,407 $ 12,716 $ 35,824 $ 34,637 | |
Revenues and long-lived assets by geographic area | The following table sets forth long-lived assets by geographic area: March 31, 2020 June 30, 2019 Long-lived assets (1): United States $ 166,395 $ 57,118 Netherlands 90,956 73,601 Canada 71,300 73,447 Switzerland 61,346 57,488 Italy 48,147 43,203 Jamaica 21,873 21,267 Australia 18,162 20,749 France 24,505 18,533 Japan 16,132 17,768 Other 101,502 79,006 Total $ 620,318 $ 462,180 ___________________ (1) Excludes goodwill of $615,333 and $718,880 , intangible assets, net of $220,827 and $262,701 , and deferred tax assets of $143,571 and $59,906 as of March 31, 2020 and June 30, 2019 , respectively. Build-to-suit lease assets of $124,408 are excluded for the year ended June 30, 2019, and upon our adoption of ASC 842 on July 1, 2019, our Waltham, MA and Dallas, TX build-to-suit lease asset balances were de-recognized. As of March 31, 2020 , all operating lease assets are recognized within the balances above. Refer to Note 2 for additional details. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Leasing Disclosures [Abstract] | |
Assets And Liabilities, Lessee [Table Text Block] | The following table presents the classification of right-of-use assets and lease liabilities as of March 31, 2020 : Leases Consolidated Balance Sheet Classification March 31, 2020 Assets: Operating right-of-use assets Operating lease assets, net $ 164,391 Finance right-of-use assets Property, plant, and equipment, net 22,243 Total lease assets $ 186,634 Liabilities: Current Operating lease liabilities Operating lease liabilities, current $ 37,405 Finance lease liabilities Other current liabilities 7,833 Non-current Operating lease liabilities Operating lease liabilities, non-current 134,267 Finance lease liabilities Other liabilities 19,360 Total lease liabilities $ 198,865 Other information about leases is as follows: Lease Term and Discount Rate March 31, 2020 Weighted-average remaining lease term (years) Operating leases 6.17 Finance leases 4.63 Weighted-average discount rate Operating leases 3.17 % Finance leases 2.77 % |
Lease, Cost [Table Text Block] | Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise. Nine Months Ended Supplemental Cash Flow Information March 31, 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 32,379 Operating cash flows from finance leases 635 Financing cash flows from finance leases 8,354 The following table represents the lease expenses for the three and nine months ended March 31, 2020 : Three Months Ended Nine Months Ended March 31, 2020 March 31, 2020 Operating lease expense $ 10,962 $ 32,416 Finance lease expense: Amortization of finance lease assets 1,409 4,614 Interest on lease liabilities 195 635 Variable lease expense 2,808 8,433 Less: sublease income (719 ) (2,478 ) Net lease cost $ 3,693 $ 11,204 |
Lessee, Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments under non-cancelable leases as of March 31, 2020 were as follows: Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations Less than 1 year $ 42,136 $ 8,393 $ 50,529 2 years 35,915 7,822 43,737 3 years 29,907 5,308 35,215 4 years 23,618 3,338 26,956 5 years 18,075 1,933 20,008 Thereafter 37,878 1,925 39,803 Total 187,529 28,719 216,248 Less: present value discount (15,857 ) (1,526 ) (17,383 ) Lease liability $ 171,672 $ 27,193 $ 198,865 As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard, the following is a summary of future minimum lease payments under non-cancelable leases and build-to-suit arrangements as of June 30, 2019: Operating lease obligations Build-to-suit lease obligations (1) Finance lease obligations Total lease obligations 2020 $ 30,269 $ 13,482 $ 11,468 $ 55,219 2021 22,849 13,836 6,414 43,099 2022 16,592 13,877 3,724 34,193 2023 12,553 12,426 2,544 27,523 2024 9,032 12,163 1,565 22,760 Thereafter 8,338 40,656 2,403 51,397 Total $ 99,633 $ 106,440 $ 28,118 $ 234,191 ___________________ (1) Build-to-suit minimum payments at June 30, 2019 related to our Waltham, MA and Dallas, TX leases, refer to Note 2 for additional details. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs | The following table summarizes the restructuring activity during the nine months ended March 31, 2020 : Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2019 $ 3,045 $ 167 $ 3,212 Restructuring charges 4,662 344 5,006 Cash payments (4,637 ) (433 ) (5,070 ) Non-cash charges (1) (756 ) — (756 ) Accrued restructuring liability as of March 31, 2020 $ 2,314 $ 78 $ 2,392 ___________________ (1) Non-cash charges primarily include acceleration of share-based compensation expenses. |
Description of the Business Iri
Description of the Business Irish Merger (Details) - € / shares | Mar. 31, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Common Stock, Value per Share | € 0.01 | € 0.01 |
Common Stock, Other Shares, Outstanding | 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Accounting Policies [Line Items] | ||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 999 | |||||||
Other income (expense), net | 22,537 | $ (2,495) | $ 29,171 | $ 17,386 | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (3,143) | $ 3,246 | ||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 18,039 | 1,287 | 25,730 | 19,617 | ||||
Foreign Currency Transaction Gain (Loss), Realized | 3,950 | (4,085) | 3,183 | (3,011) | ||||
Other Nonoperating Gains (Losses) | $ 548 | $ 332 | $ 258 | $ 595 | ||||
Weighted average shares outstanding — basic | 26,024,229 | 30,763,055 | 27,608,387 | 30,837,207 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 751,738 | 709,053 | 943,934 | ||||
Weighted average shares outstanding — diluted | 26,024,229 | 31,514,793 | 28,317,440 | 31,781,141 | ||||
Prepaid expenses and other current assets | $ 78,006 | $ 93,317 | $ 93,317 | $ 78,065 | ||||
Operating lease assets, net | 169,668 | 164,391 | 164,391 | 0 | ||||
Property, plant and equipment, net | 369,501 | 347,228 | 347,228 | 490,755 | ||||
Deferred tax assets | 59,089 | 143,571 | 143,571 | 59,906 | ||||
Other current liabilities | 15,312 | 13,144 | 13,144 | 27,881 | ||||
Operating lease liabilities, current | 37,405 | 37,405 | 0 | |||||
Operating lease liabilities, non-current | 139,041 | 134,267 | 134,267 | 0 | ||||
Lease financing obligation | 37,342 | 0 | 0 | 112,096 | ||||
Other liabilities | 46,547 | 76,972 | 76,972 | 53,716 | ||||
Retained earnings | 540,411 | 660,442 | 660,442 | 537,422 | ||||
Operating Lease, Liability | 176,383 | 171,672 | 171,672 | |||||
Finance Lease, Liability | $ 27,193 | $ 27,193 | ||||||
Deferred Rent Credit | 418 | |||||||
Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) | 464,638 | 0 | 0 | 0 | ||||
Build-to-Suit [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Property, plant and equipment, net | 121,254 | 124,408 | ||||||
Finance Lease, Liability | 124,665 | |||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 59 | |||||||
Deferred Tax Assets [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 817 | |||||||
Retained Earnings [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (2,989) | |||||||
Operating Lease Asset [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (169,668) | |||||||
Property, Plant and Equipment [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 121,254 | |||||||
Other Current Liabilities [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 12,569 | |||||||
Other current liabilities | $ 1,963 | $ 1,963 | $ 3,016 | |||||
Operating Lease Obligation [Domain] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (37,342) | |||||||
operating lease liability, noncurrent [Domain] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (139,041) | |||||||
Lease financing obligation [Domain] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 112,096 | |||||||
Other Liabilities [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 7,169 | |||||||
Other Comprehensive Income (Loss) [Member] | Accounting Standards Update 2017-12 [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (153) | (153) | ||||||
Foreign Exchange Forward [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 18,039 | $ 1,258 | 25,730 | $ 19,802 | ||||
Cross Currency Interest Rate Contract [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | 1,807 | $ (2,146) | 3,627 | $ 3,389 | ||||
Operating Income (Loss) [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ 1,860 | 5,580 | ||||||
Cash from Financing Activities [Domain] | ||||||||
Accounting Policies [Line Items] | ||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (3,058) |
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, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Change in Accounting Estimate [Line Items] | ||||
Share-based compensation expense | $ 8,892 | $ 7,754 | $ 22,739 | $ 13,950 |
Supplemental Performance Share Units [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Share-based compensation expense | $ 15,397 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jun. 30, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | $ 1,671,578 | $ 1,023,567 |
Debt Instrument, Fair Value Disclosure | 1,606,445 | 1,045,334 |
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 | 1,677,490 | 1,035,585 |
Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 28,232 | 20,177 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 46,746 | 16,338 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 144 | |
Derivative Liability | (37,674) | 12,895 |
Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 5,895 | |
Derivative Liability | (3,558) | (915) |
Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 17,795 | 15,268 |
Derivative Liability | (5,514) | |
Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 4,542 | 4,765 |
Derivative Liability | (42) | |
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 | 23,027 | 16,658 |
Derivative Liability | (131) | |
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 | 18,473 | 11,865 |
Foreign Currency Contract, Asset, Fair Value Disclosure | 16,254 | 10,754 |
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 | 4,554 | 4,793 |
Derivative Liability | 0 | (42) |
Foreign Currency Contract, Asset, Fair Value Disclosure | 4,542 | 4,765 |
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 | 28,232 | 20,177 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 46,746 | 16,338 |
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 | 144 | |
Derivative Liability | (37,674) | 12,895 |
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 Asset, Fair Value, Gross Asset | 5,895 | |
Derivative Liability | (3,558) | (915) |
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 | 17,795 | 15,268 |
Derivative Liability | $ (5,514) | 2,486 |
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 4,765 | |
Derivative Liability | $ (42) |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020USD ($)instrument | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2020USD ($)instrument | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | |
Derivative [Line Items] | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 3,143 | $ (3,246) | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 18,039 | $ 1,287 | $ 25,730 | $ 19,617 | |||
Proceeds from Hedge, Investing Activities | 27,732 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (6,917) | 1,217 | 591 | 7,354 | |||
Foreign Exchange Option [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 4,542 | 4,542 | $ 4,765 | ||||
Derivative Liability | (42) | ||||||
Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 144 | ||||||
Derivative Liability | (37,674) | (37,674) | 12,895 | ||||
Notional Amount of Interest Rate Derivatives | 500,000 | 500,000 | |||||
Notional value of contracts with future start date | 50,000 | 50,000 | |||||
Total current and future notional amount | $ 550,000 | $ 550,000 | |||||
Derivative, Number of Instruments Held | instrument | 10 | 10 | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 0 | 29 | $ 0 | (185) | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 9,488 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ (24,841) | (10,916) | |||||
Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Number of Instruments Held | instrument | 526 | 526 | |||||
Derivative, Notional Amount | $ 556,679 | $ 556,679 | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 18,039 | 1,258 | $ 25,730 | 19,802 | |||
Derivative, Underlying Basis | Various | ||||||
Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 17,795 | $ 17,795 | 15,268 | ||||
Derivative Liability | (5,514) | (5,514) | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | $ (3,558) | $ (3,558) | |||||
Derivative, Number of Instruments Held | instrument | 2 | 2 | |||||
Proceeds from Other Operating Activities | $ 9,177 | ||||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 3,133 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 3,444 | (1,273) | $ 2,583 | (2,656) | |||
Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Number of Instruments Held | instrument | 6 | 6 | |||||
Interest Expense [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ (24,645) | (6,102) | |||||
Fair value, recurring measurements [Member] | Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (812) | $ (812) | |||||
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 | (691) | 314 | 1,146 | (105) | |||
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 | (2,665) | (2,146) | 6,203 | 5,920 | |||
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 | (2,531) | (1,374) | (5,537) | (4,361) | |||
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 | (3,356) | (1,832) | (7,349) | (5,815) | |||
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 | 825 | 458 | (1,812) | (1,454) | |||
Cash Flow Hedging [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Notional Amount | 120,874 | 120,874 | |||||
Net Investment Hedging [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 0 | 1,542 | $ 0 | 6,557 | |||
Net Investment Hedging [Member] | Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Number of Instruments Held | instrument | 9 | 9 | |||||
Derivative, Notional Amount | $ 180,292 | $ 180,292 | |||||
Proceeds from Hedge, Investing Activities | 27,732 | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 14,284 | $ 7,050 | 22,849 | $ 14,369 | |||
Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 7,436 | 7,436 | 4,658 | ||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (45,934) | (45,934) | (16,207) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Liability | (45,934) | (45,934) | (16,207) | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 7,436 | 7,436 | 4,658 | ||||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | 144 | ||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (37,674) | (37,674) | (12,895) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | (37,674) | (37,674) | (12,895) | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 144 | ||||
Designated as Hedging Instrument [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 5,895 | 5,895 | |||||
Derivative Liability, Fair Value, Gross Liability | (3,558) | (3,558) | (915) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (915) | ||||||
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 1,541 | 1,541 | 4,514 | ||||
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | (4,702) | (4,702) | (2,397) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | (4,702) | (4,702) | (2,397) | ||||
Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 23,027 | 23,027 | 16,658 | ||||
Derivative Asset, Fair Value, Gross Liability | (2,231) | (2,231) | 1,139 | ||||
Derivative Liability, Fair Value, Gross Liability | (1,346) | (1,346) | (169) | ||||
Derivative Liability, Fair Value, Gross Asset | 534 | 534 | 38 | ||||
Derivative Liability | (131) | ||||||
Derivative Asset | 20,796 | 20,796 | 15,519 | ||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 4,554 | 4,554 | 4,793 | ||||
Derivative Asset, Fair Value, Gross Liability | 12 | 12 | 28 | ||||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | (42) | ||||
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | 0 | ||||
Derivative Liability | 0 | 0 | (42) | ||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 4,542 | 4,542 | 4,765 | ||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 18,473 | 18,473 | 11,865 | ||||
Derivative Asset, Fair Value, Gross Liability | (2,219) | (2,219) | 1,111 | ||||
Derivative Liability, Fair Value, Gross Liability | (1,346) | (1,346) | (127) | ||||
Derivative Liability, Fair Value, Gross Asset | 534 | 534 | 38 | ||||
Derivative, Net Liability Position, Aggregate Fair Value | (89) | ||||||
Foreign Currency Contract, Asset, Fair Value Disclosure | 16,254 | 16,254 | $ 10,754 | ||||
Foreign Currency Contracts, Liability, Fair Value Disclosure | (812) | $ (812) | |||||
Minimum [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Mar. 31, 2022 | ||||||
Minimum [Member] | Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Oct. 15, 2021 | ||||||
Minimum [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 19, 2024 | ||||||
Maximum [Member] | Interest Rate Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Dec. 31, 2026 | ||||||
Maximum [Member] | Foreign Exchange Forward [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Apr. 15, 2025 | ||||||
Maximum [Member] | Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Maturity Date | Jun. 19, 2024 | ||||||
Accounting Standards Update 2017-12 [Member] | Other Comprehensive Income (Loss) [Member] | |||||||
Derivative [Line Items] | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 153 | $ 153 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), tax | $ 1,741 | ||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 22,118 | $ 731 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (92,805) | (79,857) | |
Other comprehensive (loss) income before reclassifications | (18,485) | ||
Amounts reclassified from accumulated other comprehensive loss to net income | 5,537 | ||
Net current period other comprehensive (loss) income | (12,948) | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (28,003) | (11,282) | |
Other comprehensive (loss) income before reclassifications | (22,258) | ||
Amounts reclassified from accumulated other comprehensive loss to net income | 5,537 | ||
Net current period other comprehensive (loss) income | (16,721) | ||
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (64,598) | (68,371) | [1] |
Other comprehensive (loss) income before reclassifications | 3,773 | ||
Amounts reclassified from accumulated other comprehensive loss to net income | 0 | ||
Net current period other comprehensive (loss) income | 3,773 | ||
Pension Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (204) | $ (204) | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), before Tax | 0 | ||
Other comprehensive (loss) income before reclassifications | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to net income | $ 0 | ||
[1] | As of March 31, 2020 and June 30, 2019 , the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $22,118 and unrealized losses of $731 , respectively, net of tax, have been included in accumulated other comprehensive loss. |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Goodwill [Line Items] | |||||
Goodwill | $ 615,333,000 | $ 615,333,000 | $ 718,880,000 | ||
Goodwill, Acquired During Period | 6,879,000 | ||||
Impairment of goodwill | 100,842,000 | 100,842,000 | $ 0 | ||
Goodwill, Transfers | 0 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | (9,584,000) | ||||
Amortization of acquired intangible assets | 12,693,000 | $ 14,022,000 | 38,861,000 | $ 40,169,000 | |
Vistaprint Business [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 149,709,000 | 149,709,000 | 145,961,000 | ||
Goodwill, Acquired During Period | 0 | ||||
Impairment of goodwill | 0 | ||||
Goodwill, Transfers | 3,919,000 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | (171,000) | ||||
PrintBrothers [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 127,324,000 | 127,324,000 | 124,089,000 | ||
Goodwill, Acquired During Period | 6,879,000 | ||||
Impairment of goodwill | 0 | ||||
Goodwill, Transfers | 0 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | (3,644,000) | ||||
The Print Group [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 152,203,000 | 152,203,000 | 198,363,000 | ||
Goodwill, Acquired During Period | 0 | ||||
Impairment of goodwill | 40,391,000 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0.145 | 0.145 | |||
Goodwill, Transfers | 0 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | (5,769,000) | ||||
The Print Group [Member] | Exaprint SAS [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 23,767,000 | 23,767,000 | |||
National Pen [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 0 | 0 | 34,434,000 | ||
Goodwill, Acquired During Period | 0 | ||||
Impairment of goodwill | 34,434,000 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 0.130 | 0.130 | |||
Goodwill, Transfers | 0 | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | ||||
All Other Businesses [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 186,097,000 | 186,097,000 | $ 216,033,000 | ||
Goodwill, Acquired During Period | 0 | ||||
Impairment of goodwill | 26,017,000 | ||||
Goodwill, Transfers | (3,919,000) | ||||
Goodwill, Foreign Currency Translation Gain (Loss) | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jun. 30, 2019 |
Schedule of other current liabilities [Line Items] | ||
Compensation costs | $ 58,668 | $ 58,864 |
Income and indirect taxes | 37,340 | 40,102 |
Accrued Advertising | 21,357 | 22,289 |
Shipping costs | 4,754 | 7,275 |
Interest Payable | 12,747 | 2,271 |
Production costs | 6,865 | 9,261 |
Sales returns | 3,964 | 5,413 |
Purchases of property, plant and equipment | 3,606 | 2,358 |
Professional costs | 3,050 | 2,786 |
Other | 37,746 | 44,096 |
Accrued Liabilities | $ 190,097 | $ 194,715 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Feb. 13, 2020 | Jun. 15, 2018 | Mar. 31, 2020 | Jul. 01, 2019 | Jun. 30, 2019 |
Schedule of other current liabilities [Line Items] | |||||
Finance Lease, Liability, Current | $ 7,833 | $ 10,668 | |||
Lease financing obligation, short-term portion | 0 | 12,569 | |||
Derivative Liability, Current | 3,348 | 1,628 | |||
Other current liabilities | 13,144 | $ 15,312 | 27,881 | ||
Other Current Liabilities [Member] | |||||
Schedule of other current liabilities [Line Items] | |||||
Other current liabilities | $ 1,963 | $ 3,016 | |||
Senior Notes due 2026 [Member] | |||||
Schedule of other current liabilities [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 200,000 | $ 400,000 |
Other Balance Sheet Component_2
Other Balance Sheet Components Other liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jul. 01, 2019 | Jun. 30, 2019 |
Schedule of other liabilities [Line Items] | |||
Finance Lease, Liability, Noncurrent | $ 19,360 | $ 16,036 | |
Derivative Liability, Noncurrent | 46,163 | 15,886 | |
Other liabilities | 76,972 | $ 46,547 | 53,716 |
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent | 0 | ||
Other Noncurrent Liabilities [Member] | |||
Schedule of other liabilities [Line Items] | |||
Other liabilities | $ 11,449 | $ 21,794 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | May 01, 2020 | Feb. 13, 2020 | Jun. 15, 2018 | Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | |
Line of Credit Facility [Line Items] | |||||||
Debt, Long-term and Short-term, Combined Amount | $ 1,671,578 | $ 1,671,578 | $ 1,023,567 | ||||
Other Long-term Debt | 13,654 | 13,654 | 14,361 | ||||
Short-term debt | 24,364 | 24,364 | 81,277 | ||||
Long-term debt | 1,647,214 | $ 1,647,214 | 942,290 | ||||
Description of variable rate basis | LIBOR | ||||||
Debt Instrument, Unamortized Discount | (5,912) | $ (5,912) | (12,018) | [1] | |||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Unamortized Discount | (1,296) | (1,296) | (2,419) | ||||
May 2020 Placement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from Issuance of Private Placement | $ 300,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt, Long-term and Short-term, Combined Amount | 1,063,836 | 1,063,836 | 621,224 | ||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,000,000 | $ 1,551,419 | $ 1,551,419 | ||||
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 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Weighted average interest rate | 2.87% | 2.87% | |||||
Senior Notes due 2022 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes | $ 600,000 | $ 600,000 | |||||
Senior Notes due 2026 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes | $ 400,000 | ||||||
Proceeds from Issuance of Private Placement | $ 200,000 | $ 400,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||
Debt Instrument, Redemption Price, Percentage | 105.25% | ||||||
Term Loan [Domain] | Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 150,000 | $ 452,010 | $ 452,010 | ||||
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% | ||||||
Consolidated Leverage Ratio [Domain] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Covenant Terms | 4.75 | ||||||
Senior Secured Leverage Ratio [Domain] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Covenant Terms | 3.25 | ||||||
Interest Coverage Ratio [Domain] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Covenant Terms | 3.00 | ||||||
[1] | Balances as of March 31, 2020 and June 30, 2019 are inclusive of short-term debt issuance costs, debt premiums and discounts of $1,296 and $2,419 , respectively. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | $ (1,039) | $ (4,091) | $ 86,641 | $ (23,971) |
Unrecognized Tax Benefits | 5,909 | 5,909 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (82,461) | $ 10,333 | 40,359 | 84,256 |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 336 | 336 | ||
Share Based Compensation Expense [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | (15,350) | |||
Tax Cuts and Jobs Act of 2017 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | (5,574) | |||
Federal Act on Tax Reform and AHV Financing (TRAF) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | (114,114) | |||
U.S. Coronavirus Aid, Relief and Economic Security Act [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | (10,894) | |||
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits | 70 | 70 | ||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits | 400 | $ 400 | ||
UNITED STATES | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 28,465 | |||
Patents [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income Tax Expense (benefit) | $ (3,547) |
Noncontrolling interests (Detai
Noncontrolling interests (Details) € in Thousands, $ in Thousands | Jun. 06, 2019USD ($) | Jun. 06, 2019EUR (€) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Oct. 01, 2018USD ($) | Jul. 02, 2018 |
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling Interest, Change in Redemption Value | $ 5,493 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 1,384 | $ (288) | 1,630 | $ (620) | |||||
Proceeds from (Payments to) Noncontrolling Interests | (3,955) | ||||||||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | (663) | ||||||||
Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 69,682 | 69,682 | $ 63,182 | ||||||
BuildASign LLC [Domain] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 99.00% | ||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 3,356 | ||||||||
BuildASign LLC [Domain] | Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.00% | ||||||||
VIDA Group Co. [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 73.00% | ||||||||
VIDA Group Co. [Member] | Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 27.00% | ||||||||
PrintBrothers [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Purchase of noncontrolling interests | $ (3,995) | ||||||||
Proceeds from Noncontrolling Interests | $ 57,046 | € 50,173 | |||||||
PrintBrothers [Member] | Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 57,046 | ||||||||
Minimum [Member] | PrintBrothers [Member] | Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 12.00% | 12.00% | |||||||
Maximum [Member] | PrintBrothers [Member] | Redeemable noncontrolling interest [Member] | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | 13.00% |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity, Ownership Percentage | 53.70% |
Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent | $ 0 |
Due from Employees, Noncurrent | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jul. 01, 2019USD ($) | Jun. 30, 2019USD ($) | |||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | $ 100,842 | $ 100,842 | $ 0 | |||||||
Number of Reportable Segments | 5 | |||||||||
Revenue | (597,960) | $ (661,814) | $ (2,052,252) | (2,076,362) | ||||||
Other Operating Income | 89,007 | 384,356 | 315,854 | |||||||
Capitalization of software and website development costs | 12,407 | 12,716 | 35,824 | 34,637 | ||||||
Depreciation and amortization | (41,840) | (44,334) | (126,731) | (129,554) | ||||||
Restructuring Charges | (919) | [1] | (7,866) | [1] | (5,006) | (9,062) | ||||
Operating Income (Loss) | (87,736) | 29,615 | 59,238 | 114,242 | ||||||
Other income (expense), net | 22,537 | (2,495) | 29,171 | 17,386 | ||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (82,461) | 10,333 | 40,359 | 84,256 | ||||||
Property, Plant and Equipment, Additions | 10,544 | 19,167 | 38,638 | 57,934 | ||||||
Long-lived assets | [2] | 620,318 | 620,318 | $ 462,180 | ||||||
Goodwill | 615,333 | 615,333 | 718,880 | |||||||
Intangible assets, net | 220,827 | 220,827 | 262,701 | |||||||
Deferred tax assets | 143,571 | 143,571 | $ 59,089 | 59,906 | ||||||
Marketing and selling expense | (148,803) | [1] | (170,202) | [1] | (483,056) | (562,536) | ||||
Share-based compensation expense | (8,892) | (7,754) | (22,739) | (13,950) | ||||||
Interest expense, net | (17,262) | (16,787) | (48,050) | (47,372) | ||||||
Property, plant and equipment, net | 347,228 | 347,228 | 369,501 | 490,755 | ||||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 999 | |||||||||
North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (298,427) | (324,806) | (1,005,426) | (995,775) | ||||||
Canada [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 71,300 | 71,300 | 73,447 | |||||||
Netherlands [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 90,956 | 90,956 | 73,601 | |||||||
Switzerland | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 61,346 | 61,346 | 57,488 | |||||||
Australia [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 18,162 | 18,162 | 20,749 | |||||||
Jamaica [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 21,873 | 21,873 | 21,267 | |||||||
FRANCE | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 24,505 | 24,505 | 18,533 | |||||||
ITALY | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 48,147 | 48,147 | 43,203 | |||||||
JAPAN | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 16,132 | 16,132 | 17,768 | |||||||
UNITED STATES | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 166,395 | 166,395 | 57,118 | |||||||
Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (272,344) | (304,203) | (945,019) | (970,350) | ||||||
Other Continents [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (27,189) | (32,805) | (101,807) | (110,237) | ||||||
Other Countries [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Long-lived assets | 101,502 | 101,502 | 79,006 | |||||||
Waltham Lease [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Depreciation | [3] | 0 | 1,030 | 3,090 | ||||||
Interest Expense | [4] | 0 | 0 | 5,457 | ||||||
Vistaprint Business [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 0 | |||||||||
Revenue | (314,703) | (357,381) | (1,087,326) | (1,143,304) | ||||||
Other Operating Income | 67,444 | 280,184 | 239,507 | |||||||
Capitalization of software and website development costs | 7,552 | 7,078 | 19,842 | 20,544 | ||||||
Depreciation and amortization | (15,466) | (17,347) | 47,522 | 52,025 | ||||||
Restructuring Charges | (472) | (3,829) | ||||||||
Operating Income (Loss) | 82,550 | |||||||||
Property, Plant and Equipment, Additions | 134 | 4,718 | 10,831 | 26,152 | ||||||
Goodwill | 149,709 | 149,709 | 145,961 | |||||||
Vistaprint Business [Member] | North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (222,294) | (250,229) | (753,724) | (781,654) | ||||||
Vistaprint Business [Member] | Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (74,335) | (86,332) | (269,936) | (293,734) | ||||||
Vistaprint Business [Member] | Other Continents [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (18,074) | (20,820) | (63,666) | (67,916) | ||||||
The Print Group [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 40,391 | |||||||||
Revenue | (67,617) | (78,914) | (226,156) | (237,159) | ||||||
Other Operating Income | 10,934 | 15,658 | 42,673 | 43,872 | ||||||
Capitalization of software and website development costs | 374 | 525 | 1,249 | 1,723 | ||||||
Depreciation and amortization | 6,083 | 7,338 | 18,925 | 22,756 | ||||||
Property, Plant and Equipment, Additions | 4,949 | 557 | 13,943 | 5,340 | ||||||
Goodwill | 152,203 | 152,203 | 198,363 | |||||||
The Print Group [Member] | North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 0 | 0 | 0 | 0 | ||||||
The Print Group [Member] | Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (67,617) | (78,914) | (226,156) | (237,159) | ||||||
PrintBrothers [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 0 | |||||||||
Revenue | (109,246) | (109,062) | (344,581) | (326,053) | ||||||
Other Operating Income | 8,686 | 8,099 | 35,922 | 30,361 | ||||||
Capitalization of software and website development costs | 90 | 437 | 712 | 1,241 | ||||||
Depreciation and amortization | 5,064 | 5,364 | 15,872 | 17,440 | ||||||
Property, Plant and Equipment, Additions | 2,397 | 395 | 3,396 | 2,771 | ||||||
Goodwill | 127,324 | 127,324 | 124,089 | |||||||
PrintBrothers [Member] | North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 0 | 0 | 0 | 0 | ||||||
PrintBrothers [Member] | Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (109,246) | (109,062) | (344,581) | (326,053) | ||||||
National Pen [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 34,434 | |||||||||
Revenue | (67,381) | (78,441) | (263,582) | (275,859) | ||||||
Other Operating Income | (1,244) | 113 | 17,005 | 10,279 | ||||||
Capitalization of software and website development costs | 775 | 1,035 | 2,590 | 2,511 | ||||||
Depreciation and amortization | (6,294) | (5,371) | 17,398 | 15,814 | ||||||
Property, Plant and Equipment, Additions | 728 | 745 | 3,505 | 7,780 | ||||||
Goodwill | 0 | 0 | 34,434 | |||||||
National Pen [Member] | North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (41,093) | (41,697) | (137,035) | (137,603) | ||||||
National Pen [Member] | Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (21,146) | (29,895) | (104,346) | (113,404) | ||||||
National Pen [Member] | Other Continents [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (5,142) | (6,849) | (22,201) | (24,852) | ||||||
All Other Businesses [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Impairment of goodwill | 26,017 | |||||||||
Revenue | (39,013) | (38,016) | (130,607) | (93,987) | ||||||
Other Operating Income | 3,187 | (1,149) | 8,572 | (8,165) | ||||||
Capitalization of software and website development costs | 890 | 1,098 | 2,969 | 2,059 | ||||||
Depreciation and amortization | (6,049) | (5,905) | 17,910 | 11,747 | ||||||
Restructuring Charges | (535) | |||||||||
Property, Plant and Equipment, Additions | 1,523 | 12,138 | 3,893 | 14,785 | ||||||
Goodwill | 186,097 | 186,097 | 216,033 | |||||||
All Other Businesses [Member] | North America [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (35,040) | (32,880) | (114,667) | (76,518) | ||||||
All Other Businesses [Member] | Europe [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 0 | 0 | 0 | 0 | ||||||
All Other Businesses [Member] | Other Continents [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (3,973) | (5,136) | (15,940) | (17,469) | ||||||
Corporate, Non-Segment [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Other Operating Income | (32,008) | (90,645) | (68,165) | |||||||
Capitalization of software and website development costs | 2,726 | 2,543 | 8,462 | 6,559 | ||||||
Depreciation and amortization | (2,884) | (3,009) | 9,104 | 9,772 | ||||||
Operating Income (Loss) | (25,754) | |||||||||
Property, Plant and Equipment, Additions | 813 | 614 | 3,070 | 1,106 | ||||||
Marketing and selling expense | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Share-based compensation expense | (1,145) | (1,187) | (367) | (673) | ||||||
Acquisition-related amortization and depreciation [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Depreciation and amortization | (41,840) | (44,055) | (126,731) | (129,275) | ||||||
Certain impairments [Domain] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Asset Impairment Charges | [4] | (101,976) | (786) | (102,736) | (764) | |||||
Restructuring Charges | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Restructuring Charges | (919) | (7,866) | (5,006) | (9,062) | ||||||
Share-based compensation expense | 16 | (3,250) | (756) | (3,250) | ||||||
Waltham Lease [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Interest Expense | [4] | 1,775 | ||||||||
Share-based compensation related to investment consideration [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Share-based compensation expense | 0 | 0 | 0 | (2,893) | ||||||
Operating Segments [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (601,942) | (664,729) | (2,064,480) | (2,085,325) | ||||||
Operating Income (Loss) | 105,271 | |||||||||
Operating Segments [Member] | Vistaprint Business [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [5] | (316,310) | (358,660) | (1,092,786) | (1,147,920) | |||||
Operating Segments [Member] | The Print Group [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [6] | (68,537) | (79,027) | (228,494) | [7] | (237,767) | ||||
Operating Segments [Member] | PrintBrothers [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [7] | (109,496) | (109,305) | (345,403) | (327,008) | |||||
Operating Segments [Member] | National Pen [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [8] | (68,362) | (79,721) | (266,510) | (278,643) | |||||
Operating Segments [Member] | All Other Businesses [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | [9] | (39,237) | (38,016) | (131,287) | (93,987) | |||||
Intersegment Eliminations [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (3,982) | (2,915) | (12,228) | (8,963) | ||||||
Intersegment Eliminations [Member] | Vistaprint Business [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (1,607) | (1,279) | (5,460) | (4,616) | ||||||
Intersegment Eliminations [Member] | The Print Group [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (920) | (113) | (2,338) | (608) | ||||||
Intersegment Eliminations [Member] | PrintBrothers [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (250) | (243) | (822) | (955) | ||||||
Intersegment Eliminations [Member] | National Pen [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | (981) | (1,280) | (2,928) | (2,784) | ||||||
Intersegment Eliminations [Member] | All Other Businesses [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ (224) | $ 0 | $ (680) | $ 0 | ||||||
Build-to-Suit [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Property, plant and equipment, net | $ 121,254 | $ 124,408 | ||||||||
[1] | Share-based compensation is allocated as follows: | |||||||||
[2] | Excludes goodwill of $615,333 and $718,880 , intangible assets, net of $220,827 and $262,701 , and deferred tax assets of $143,571 and $59,906 as of March 31, 2020 and June 30, 2019 , respectively. Build-to-suit lease assets of $124,408 are excluded for the year ended June 30, 2019, and upon our adoption of ASC 842 on July 1, 2019, our Waltham, MA and Dallas, TX build-to-suit lease asset balances were de-recognized. As of March 31, 2020 , all operating lease assets are recognized within the balances above. Refer to Note 2 for additional details. | |||||||||
[3] | Upon the adoption of the new leasing standard on July 1, 2019, our Waltham, MA lease, which was previously classified as build-to-suit, is now classified as an operating lease under the new standard. Therefore, the Waltham depreciation and interest expense adjustments that were made in comparative periods will no longer be made beginning in the first fiscal quarter of 2020, as any impact from the Waltham lease will be reflected in operating income. Refer to Note 2 for additional details. | |||||||||
[4] | Includes impairments of goodwill defined by ASC 350 - "Intangibles - Goodwill and Other" of $100,842 , as well as losses of $999 recognized for fair value adjustments to the disposal group associated with held for sale assets and liabilities as defined by ASC 360 - "Property, Plant, and Equipment" related to our VIDA business for the three and nine months ended March 31, 2020. During the three and nine months ended March 31, 2019, we recognized reserves for loans as defined by ASC 326 - "Financial Instruments - Credit Losses". | |||||||||
[5] | Vistaprint segment revenues include inter-segment revenue of $1,607 and $5,460 for the three and nine months ended March 31, 2020 , respectively, and $1,279 and $4,616 for the prior comparative periods, respectively. | |||||||||
[6] | The Print Group segment revenues include inter-segment revenue of $920 and $2,338 for the three and nine months ended March 31, 2020 , respectively, and $113 and $608 for the prior comparative periods, respectively. | |||||||||
[7] | PrintBrothers segment revenues include inter-segment revenue of $250 and $822 for the three and nine months ended March 31, 2020 , respectively, and $243 and $955 for the prior comparative periods, respectively. | |||||||||
[8] | National Pen segment revenues include inter-segment revenue of $981 and $2,928 for the three and nine months ended March 31, 2020 , respectively, and $1,280 and $2,784 for the prior comparative periods, respectively. | |||||||||
[9] | All Other Businesses segment revenues include inter-segment revenue of $224 and $680 for the three and nine months ended March 31, 2020 . There was no inter-segment revenue for the three and nine months ended March 31, 2019 . Our All Other Businesses segment includes the revenue from our BuildASign acquisition from October 1, 2018. |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Jul. 01, 2019 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Operating Lease, Payments | $ 32,379 | |||
Cash Flow, Operating Activities, Lessee [Abstract] | $ 635 | |||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 2 months 1 day | 6 years 2 months 1 day | ||
Total Lease Obligation, Future Minimum payments due | $ 216,248 | $ 216,248 | $ 234,191 | |
Finance Lease, Weighted Average Remaining Lease Term | 4 years 7 months 17 days | 4 years 7 months 17 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 3.17% | 3.17% | ||
Finance Lease, Weighted Average Discount Rate, Percent | 2.77% | 2.77% | ||
Finance Lease, Principal Payments | $ 8,354 | |||
Operating Lease, Expense | $ 10,962 | 32,416 | ||
Operating lease assets, net | 164,391 | 164,391 | $ 169,668 | 0 |
Finance Lease, Right-of-Use Asset | 22,243 | 22,243 | ||
Total Lease Assets | 186,634 | 186,634 | ||
Operating lease liabilities, current | 37,405 | 37,405 | 0 | |
Finance Lease, Liability, Current | 7,833 | 7,833 | 10,668 | |
Operating lease liabilities, non-current | 134,267 | 134,267 | 139,041 | 0 |
Finance Lease, Liability, Noncurrent | 19,360 | 19,360 | 16,036 | |
Finance Lease, Right-of-Use Asset, Amortization | 1,409 | 4,614 | ||
Finance Lease, Interest Expense | 195 | 635 | ||
Variable Lease, Cost | 2,808 | 8,433 | ||
Sublease Income | (719) | (2,478) | ||
Lease, Cost | 3,693 | 11,204 | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 42,136 | 42,136 | 30,269 | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 8,393 | 8,393 | 11,468 | |
Total Lease Obligation, Future Minimum payments due, Next twelve months | 50,529 | 50,529 | 55,219 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 35,915 | 35,915 | 22,849 | |
Finance Lease, Liability, Payments, Due Year Two | 7,822 | 7,822 | 6,414 | |
Total Lease Obligation, Future Minimum payments due, in two years | 43,737 | 43,737 | 43,099 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 29,907 | 29,907 | 16,592 | |
Finance Lease, Liability, Payments, Due Year Three | 5,308 | 5,308 | 3,724 | |
Total Lease Obligation, Future Minimum payments due, in three years | 35,215 | 35,215 | 34,193 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 23,618 | 23,618 | 12,553 | |
Finance Lease, Liability, Payments, Due Year Four | 3,338 | 3,338 | 2,544 | |
Total Lease Obligation, Future Minimum payments due, in four years | 26,956 | 26,956 | 27,523 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 18,075 | 18,075 | 9,032 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 37,878 | 37,878 | 8,338 | |
Finance Lease, Liability, Payments, Due after Year Five | 1,925 | 1,925 | 2,403 | |
Finance Lease, Liability, Payments, Due Year Five | 1,933 | 1,933 | 1,565 | |
Total Lease Obligation, Future Minimum payments due, in five years | 20,008 | 20,008 | 22,760 | |
Amounts due for acquisition of businesses | 39,803 | 39,803 | 51,397 | |
Lessee, Operating Lease, Liability, Payments, Due | 187,529 | 187,529 | 99,633 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (15,857) | (15,857) | ||
Finance Lease, Liability, Undiscounted Excess Amount | (1,526) | (1,526) | ||
Total Lease Liability, Undiscounted Excess Amount | (17,383) | (17,383) | ||
Operating Lease, Liability | 171,672 | 171,672 | $ 176,383 | |
Finance Lease, Liability, Payment, Due | 28,719 | 28,719 | 28,118 | |
Finance Lease, Liability | 27,193 | 27,193 | ||
Total lease obligation | $ 198,865 | $ 198,865 | ||
Build-to-Suit [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance Lease, Liability, Payments, Due Next Twelve Months | 13,482 | |||
Finance Lease, Liability, Payments, Due Year Two | 13,836 | |||
Finance Lease, Liability, Payments, Due Year Three | 13,877 | |||
Finance Lease, Liability, Payments, Due Year Four | 12,426 | |||
Finance Lease, Liability, Payments, Due after Year Five | 40,656 | |||
Finance Lease, Liability, Payments, Due Year Five | 12,163 | |||
Finance Lease, Liability, Payment, Due | $ 106,440 | |||
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, Lease Term | 1 year | |||
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, Lease Term | 15 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 102,822 | |
Amounts accrued related to business acquisitions | 2,369 | $ 5,564 |
Third-party web services [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 64,289 | |
Professional Fees [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 4,056 | |
Production and Computer Equipment [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 1,204 | |
Inventories [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 12,217 | |
Advertising Purchase Commitment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 652 | |
Other purchase commitments [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 20,404 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | [1] | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | ||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 919 | [1] | $ 7,866 | $ 5,006 | $ 9,062 | ||
Payments for Restructuring | (5,070) | ||||||
Restructuring Reserve, Settled without Cash | (756) | ||||||
Restructuring Reserve | 2,392 | 2,392 | $ 3,212 | ||||
Employee Severance [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 4,662 | ||||||
Payments for Restructuring | (4,637) | ||||||
Restructuring Reserve, Settled without Cash | (756) | ||||||
Restructuring Reserve | 2,314 | 2,314 | 3,045 | ||||
Other Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 344 | ||||||
Payments for Restructuring | (433) | ||||||
Restructuring Reserve, Settled without Cash | 0 | ||||||
Restructuring Reserve | 78 | 78 | $ 167 | ||||
National Pen CO. LLC [Domain] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 417 | ||||||
Vistaprint Business [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 472 | 3,829 | |||||
All Other Businesses [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 535 | ||||||
[1] | Share-based compensation is allocated as follows: |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,055,377 | |
Minimum Liquidity Covenant after May 1, 2020 Amendment | $ 50,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 60 | |
Class of Warrant or Right, Unissued | 740,000 | |
May 2020 Placement [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Private Placement | $ 300,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Line of Credit [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 1,000,000 | $ 1,551,419 |
Revolving Loan, Maturity June 14, 2023 [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity after May 1, 2020 Amendment | 850,000 | 1,099,409 |
Term Loan [Domain] | Line of Credit [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 150,000 | $ 452,010 |