Cover Page
Cover Page - € / shares | 3 Months Ended | ||
Sep. 30, 2022 | Oct. 24, 2022 | Jun. 30, 2022 | |
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 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 One | Building D | ||
Entity Address, Address Line Two | 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 | 26,232,581 | ||
Entity central index key | 0001262976 | ||
Amendment flag | false | ||
Document fiscal year focus | 2023 | ||
Document fiscal period focus | Q1 | ||
Current fiscal year end date | --06-30 | ||
Document period end date | Sep. 30, 2022 | ||
Document Information [Line Items] | |||
Entity common stock, shares outstanding | 26,232,581 | ||
Document period end date | Sep. 30, 2022 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Document period end date | Sep. 30, 2022 | |
Current assets: | ||
Cash and Cash Equivalents, at Carrying Value | $ 132,100 | $ 277,053 |
Marketable Securities, Current | 101,726 | 49,952 |
Accounts receivable, net of allowances of $6,652 and $6,140, respectively | 70,533 | 63,885 |
Inventory | 153,504 | 126,728 |
Prepaid expenses and other current assets | 121,428 | 108,697 |
Total current assets | 579,291 | 626,315 |
Property, plant and equipment, net | 272,625 | 286,826 |
Operating lease assets, net | 64,389 | 80,694 |
Software and website development costs, net | 89,661 | 90,474 |
Deferred tax assets | 114,020 | 113,088 |
Goodwill | 748,055 | 766,600 |
Intangible assets, net | 139,864 | 154,730 |
Marketable securities, non-current | 22,449 | 0 |
Other assets | 67,693 | 48,945 |
Total assets | 2,098,047 | 2,167,672 |
Current liabilities: | ||
Accounts payable | 285,226 | 313,710 |
Accrued expenses | 266,196 | 253,841 |
Deferred revenue | 54,229 | 58,861 |
Short-term debt | 9,900 | 10,386 |
Operating lease liabilities, current | 23,013 | 27,706 |
Other current liabilities | 33,061 | 28,035 |
Total current liabilities | 671,625 | 692,539 |
Deferred tax liabilities | 48,418 | 41,142 |
Long-term debt | 1,654,529 | 1,675,562 |
Operating lease liabilities, non-current | 44,783 | 57,474 |
Other liabilities | 56,443 | 64,394 |
Total liabilities | 2,475,798 | 2,531,111 |
Temporary equity | ||
Redeemable noncontrolling interests | 129,909 | 131,483 |
Shareholders’ deficit: | ||
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common Stock, Value, Issued | 615 | 615 |
Treasury shares, at cost, 17,971,247 shares for both periods presented | (1,363,550) | (1,363,550) |
Additional paid-in capital | 509,444 | 501,003 |
Retained earnings | 385,972 | 414,138 |
Accumulated other comprehensive loss | (40,141) | (47,128) |
Total shareholders' deficit | (507,660) | (494,922) |
Total liabilities, noncontrolling interests and shareholders’ deficit | $ 2,098,047 | $ 2,167,672 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 € / shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 € / shares |
Current Assets | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ | $ 6,652 | $ 9,404 | ||
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
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 | 44,083,569 | 44,080,627 | ||
Common Stock, Shares, Outstanding | 26,224,846 | |||
Treasury Stock, Shares | 17,971,247 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 703,415 | $ 657,599 |
Cost of revenue (1) | 377,735 | 338,989 |
Technology and development expense (1) | 74,475 | 67,277 |
Marketing and selling expense (1) | 200,930 | 174,697 |
General and administrative expense (1) | 54,072 | 46,548 |
Amortization of acquired intangible assets | 12,350 | 13,458 |
Restructuring expense (1) | (1,820) | (309) |
(Loss) income from operations | (17,967) | 16,939 |
Other income, net | 27,397 | 13,170 |
Interest expense, net | (24,806) | (25,688) |
(Loss) income before income taxes | (15,376) | 4,421 |
Income tax expense | 9,365 | 9,381 |
Net loss | (24,741) | (4,960) |
Add: Net (income) attributable to noncontrolling interests | (700) | (1,738) |
Net loss attributable to Cimpress plc | $ (25,441) | $ (6,698) |
Basic and diluted net loss per share attributable to Cimpress plc | $ (0.97) | $ (0.26) |
Diluted net loss per share attributable to Cimpress plc | $ (0.26) | |
Weighted average shares outstanding — basic and diluted | 26,178,818 | 26,072,249 |
Condensed Income Statements, Captions [Line Items] | ||
Share-based compensation expense | $ (10,631) | $ (11,006) |
Cost of revenue | ||
Condensed Income Statements, Captions [Line Items] | ||
Share-based compensation expense | (193) | (116) |
Technology and development expense | ||
Condensed Income Statements, Captions [Line Items] | ||
Share-based compensation expense | (3,041) | (2,903) |
Marketing and selling expense | ||
Condensed Income Statements, Captions [Line Items] | ||
Share-based compensation expense | (2,459) | (2,677) |
General and administrative expense | ||
Condensed Income Statements, Captions [Line Items] | ||
Share-based compensation expense | (4,782) | (5,310) |
Restructuring Charges | ||
Restructuring expense (1) | $ (156) | $ 0 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Other comprehensive (loss) income, net of tax: | ||
Net loss | $ (24,741) | $ (4,960) |
Foreign currency translation losses, net of hedges | (8,182) | (183) |
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges | 16,760 | (1,925) |
Amounts reclassified from accumulated other comprehensive loss to net loss on derivative instruments | (2,938) | 5,546 |
Comprehensive loss | (19,101) | (1,522) |
Add: Comprehensive loss (income) attributable to noncontrolling interests | 647 | (881) |
Total comprehensive loss attributable to Cimpress plc | $ (18,454) | $ (2,403) |
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] |
Beginning balance, Shares at Jun. 30, 2021 | (44,080,000) | (25,000) | (18,045,000) | ||||
Beginning balance, Value at Jun. 30, 2021 | $ 449,371 | $ (615) | $ (28) | $ 1,368,595 | $ (459,904) | $ (530,159) | $ 71,482 |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 54,000 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 2,579 | $ (3,516) | (6,095) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 11,129 | 11,129 | |||||
Net Income (Loss) Attributable to Parent | (6,698) | (6,698) | |||||
Temporary Equity, Accretion to Redemption Value | (7,592) | 7,592 | |||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges | 3,621 | 3,621 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 674 | 674 | |||||
Ending balance, Shares at Sep. 30, 2021 | (44,080,000) | (25,000) | (17,991,000) | ||||
Ending balance, Value at Sep. 30, 2021 | 450,816 | $ (615) | $ (28) | $ 1,365,079 | (464,938) | (515,869) | 67,187 |
Beginning balance, Shares at Jun. 30, 2022 | (44,084,000) | 0 | (17,971,000) | ||||
Beginning balance, Value at Jun. 30, 2022 | 494,922 | $ (615) | $ 0 | $ 1,363,550 | (501,003) | (414,138) | 47,128 |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 112,000 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 2,212 | (2,212) | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 10,653 | 10,653 | |||||
Net Income (Loss) Attributable to Parent | (25,441) | (25,441) | |||||
Temporary Equity, Accretion to Redemption Value | (2,725) | 2,725 | |||||
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges | 13,822 | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (6,835) | ||||||
Ending balance, Shares at Sep. 30, 2022 | (44,196,000) | 0 | (17,971,000) | ||||
Ending balance, Value at Sep. 30, 2022 | $ 507,660 | $ (615) | $ 0 | $ 1,363,550 | $ (509,444) | $ (385,972) | $ 40,141 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (24,741) | $ (4,960) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 40,942 | 44,432 |
Share-based compensation expense | 10,631 | 11,006 |
Deferred taxes | (1,024) | (1,138) |
Unrealized gain on derivatives not designated as hedging instruments included in net loss | (14,024) | (16,534) |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (749) | 174 |
Other non-cash items | 2,158 | (471) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable | (9,460) | (7,149) |
Inventory | (36,434) | (11,744) |
Prepaid expenses and other assets | 3,151 | (4,832) |
Accounts payable | (12,013) | 10,290 |
Accrued expenses and other liabilities | 16,312 | 17,493 |
Net cash (used in) provided by operating activities | (25,251) | 36,567 |
Investing activities | ||
Purchases of property, plant and equipment | (11,758) | (8,624) |
Capitalization of software and website development costs | (15,330) | (15,639) |
Proceeds from the sale of assets | 122 | 1,699 |
Purchases of marketable securities | 84,030 | 0 |
Proceeds from maturity of held-to-maturity investments | 9,953 | 10,000 |
Other investing activities | 0 | (617) |
Net cash used in investing activities | (101,043) | (13,181) |
Financing activities | ||
Proceeds from borrowings of debt | 10,000 | 0 |
Payments of debt | (13,256) | (4,111) |
Payments of debt issuance costs | (23) | (1,137) |
Payments of purchase consideration included in acquisition-date fair value | 225 | 0 |
Payments of withholding taxes in connection with equity awards | (2,212) | (2,579) |
Payments of finance lease obligations | (2,412) | (2,526) |
Distributions to noncontrolling interests | 3,652 | 0 |
Other financing activities | 0 | 2 |
Net cash used in financing activities | (11,780) | (10,351) |
Effect of exchange rate changes on cash | (6,879) | (2,827) |
Net (decrease) increase in cash and cash equivalents | (144,953) | 10,208 |
Cash and cash equivalents at beginning of period | (277,053) | (183,023) |
Cash and cash equivalents at end of period | (132,100) | (193,231) |
Supplemental disclosures of cash flow information | ||
Interest | 15,060 | 14,358 |
Income taxes | 4,257 | 7,767 |
Property and equipment acquired under finance leases | 2,412 | 865 |
Amounts accrued related to property, plant and equipment | 9,500 | 7,441 |
Amounts accrued related to capitalized software development costs | 213 | 2,357 |
Amounts accrued related to business acquisitions | $ 8,463 | 44,852 |
Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Operating activities | ||
Net loss | (9,027) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (9,027) | |
Previously Reported [Member] | ||
Operating activities | ||
Net loss | 4,067 | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | $ 8,853 |
Description of the Business
Description of the Business | 3 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders. Our products include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Revision of Prior Period Financial Statements Foreign Currency Gains Associated with Intercompany Loan Hedge During the quarter ended December 31, 2021, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the three months ended September 30, 2021, we incorrectly recognized $9,027, respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have an impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented. Consolidated Balance Sheets As of September 30, 2021 Reported Adjustments Revised Accumulated other comprehensive loss $ (83,732) $ 16,545 $ (67,187) Retained earnings 532,414 (16,545) 515,869 Consolidated Statements of Operations Three months ended Reported Adjustments Revised Other income (expense), net $ 22,197 $ (9,027) $ 13,170 Income (loss) before income taxes 13,448 (9,027) 4,421 Net income (loss) 4,067 (9,027) (4,960) Net income (loss) attributable to Cimpress plc 2,329 (9,027) (6,698) Net income (loss) per share attributable to Cimpress plc: Basic $ 0.09 $ (0.35) $ (0.26) Diluted $ 0.09 $ (0.35) $ (0.26) Consolidated Statements of Comprehensive Loss Three months ended Reported Adjustments Revised Net income (loss) $ 4,067 $ (9,027) $ (4,960) Foreign currency translation losses, net of hedges (9,210) 9,027 (183) Consolidated Statements of Shareholders' Deficit Three months ended Reported Adjustments Revised Net income (loss) attributable to Cimpress plc $ 2,329 $ (9,027) $ (6,698) Foreign currency translation, net of hedges (8,353) 9,027 674 Consolidated Statements of Cash Flows Three months ended Reported Adjustments Revised Net income (loss) $ 4,067 $ (9,027) $ (4,960) Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency (8,853) 9,027 174 Marketable Securities We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, specifically U.S. Treasury bills, notes, and bonds, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We generally invest in securities with a maturity of two years or less. As the investments are classified as held-to-maturity they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net. We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three months ended September 30, 2022 and 2021. The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of September 30, 2022 and June 30, 2022. September 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Commercial paper $ 50,608 $ (261) $ 50,347 Corporate debt securities 51,118 (518) 50,600 Total due within one year or less $ 101,726 $ (779) $ 100,947 Due between one and two years: Corporate debt securities $ 13,239 $ (271) $ 12,968 U.S. government securities 9,210 (124) 9,086 Total held-to-maturity securities $ 124,175 $ (1,174) $ 123,001 June 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Corporate debt securities $ 49,952 $ (546) $ 49,406 Total held-to-maturity securities $ 49,952 $ (546) $ 49,406 Other Income, Net The following table summarizes the components of other income, net: Three Months Ended September 30, 2022 2021 Gains on derivatives not designated as hedging instruments (1) $ 28,645 $ 13,327 Currency-related (losses) gains, net (2) (197) 323 Other losses (1,051) (480) Total other income, net $ 27,397 $ 13,170 _____________________ (1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments,as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior period. For contracts not designated as hedging instruments, we realized gains of $14,621 and losses of $3,672 for the three months ended September 30, 2022 and 2021, respectively. Refer to Note 4 for additional details relating to our derivative contracts. (2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge. Net Loss Per Share Attributable to Cimpress plc Basic net loss per share attributable to Cimpress plc is computed by dividing net loss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net loss per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended September 30, 2022 2021 Weighted average shares outstanding, basic and diluted 26,178,818 26,072,249 Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,688,813 530,011 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive. (2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three months ended September 30, 2022 and 2021, the weighted average anti-dilutive effect of the warrants were 1,055,377 and 409,561 shares, respectively. Recently Issued or Adopted Accounting Pronouncements Adopted Accounting Standards In May 2021, the FASB issued Accounting Standards Update No. 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share. We adopted the standard on July 1, 2022. We recognize freestanding equity-classified warrants on our consolidated balance sheet and as the standard is applied prospectively, there was no impact on our consolidated financial statements in the current period. Issued Accounting Standards to be Adopted |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets. |
Use of Estimates, Policy [Policy Text Block] | 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. Revision of Prior Period Financial Statements Foreign Currency Gains Associated with Intercompany Loan Hedge During the quarter ended December 31, 2021, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the three months ended September 30, 2021, we incorrectly recognized $9,027, respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have an impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented. Consolidated Balance Sheets As of September 30, 2021 Reported Adjustments Revised Accumulated other comprehensive loss $ (83,732) $ 16,545 $ (67,187) Retained earnings 532,414 (16,545) 515,869 Consolidated Statements of Operations Three months ended Reported Adjustments Revised Other income (expense), net $ 22,197 $ (9,027) $ 13,170 Income (loss) before income taxes 13,448 (9,027) 4,421 Net income (loss) 4,067 (9,027) (4,960) Net income (loss) attributable to Cimpress plc 2,329 (9,027) (6,698) Net income (loss) per share attributable to Cimpress plc: Basic $ 0.09 $ (0.35) $ (0.26) Diluted $ 0.09 $ (0.35) $ (0.26) Consolidated Statements of Comprehensive Loss Three months ended Reported Adjustments Revised Net income (loss) $ 4,067 $ (9,027) $ (4,960) Foreign currency translation losses, net of hedges (9,210) 9,027 (183) Consolidated Statements of Shareholders' Deficit Three months ended Reported Adjustments Revised Net income (loss) attributable to Cimpress plc $ 2,329 $ (9,027) $ (6,698) Foreign currency translation, net of hedges (8,353) 9,027 674 Consolidated Statements of Cash Flows Three months ended Reported Adjustments Revised Net income (loss) $ 4,067 $ (9,027) $ (4,960) Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency (8,853) 9,027 174 |
Marketable Securities, Policy | Marketable Securities We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, specifically U.S. Treasury bills, notes, and bonds, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We generally invest in securities with a maturity of two years or less. As the investments are classified as held-to-maturity they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net. We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three months ended September 30, 2022 and 2021. The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of September 30, 2022 and June 30, 2022. September 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Commercial paper $ 50,608 $ (261) $ 50,347 Corporate debt securities 51,118 (518) 50,600 Total due within one year or less $ 101,726 $ (779) $ 100,947 Due between one and two years: Corporate debt securities $ 13,239 $ (271) $ 12,968 U.S. government securities 9,210 (124) 9,086 Total held-to-maturity securities $ 124,175 $ (1,174) $ 123,001 June 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Corporate debt securities $ 49,952 $ (546) $ 49,406 Total held-to-maturity securities $ 49,952 $ (546) $ 49,406 |
Other Income (expense), net | Other Income, Net The following table summarizes the components of other income, net: Three Months Ended September 30, 2022 2021 Gains on derivatives not designated as hedging instruments (1) $ 28,645 $ 13,327 Currency-related (losses) gains, net (2) (197) 323 Other losses (1,051) (480) Total other income, net $ 27,397 $ 13,170 _____________________ (1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments,as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior period. For contracts not designated as hedging instruments, we realized gains of $14,621 and losses of $3,672 for the three months ended September 30, 2022 and 2021, respectively. Refer to Note 4 for additional details relating to our derivative contracts. (2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge. |
Net (Loss) Income Per Share | Net Loss Per Share Attributable to Cimpress plc Basic net loss per share attributable to Cimpress plc is computed by dividing net loss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net loss per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended September 30, 2022 2021 Weighted average shares outstanding, basic and diluted 26,178,818 26,072,249 Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,688,813 530,011 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive. (2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three months ended September 30, 2022 and 2021, the weighted average anti-dilutive effect of the warrants were 1,055,377 and 409,561 shares, respectively. |
Recently Issued or Adopted Accounting Pronouncements | Recently Issued or Adopted Accounting Pronouncements Adopted Accounting Standards In May 2021, the FASB issued Accounting Standards Update No. 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share. We adopted the standard on July 1, 2022. We recognize freestanding equity-classified warrants on our consolidated balance sheet and as the standard is applied prospectively, there was no impact on our consolidated financial statements in the current period. Issued Accounting Standards to be Adopted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: September 30, 2022 Total Quoted Prices in Significant Other Significant Assets Interest rate swap contracts $ 28,209 $ — $ 28,209 $ — Cross-currency swap contracts 3,448 — 3,448 — Currency forward contracts 26,995 — 26,995 — Currency option contracts 19,173 — 19,173 — Total assets recorded at fair value $ 77,825 $ — $ 77,825 $ — Liabilities Currency forward contracts $ (1,409) $ — $ (1,409) $ — Total liabilities recorded at fair value $ (1,409) $ — $ (1,409) $ — June 30, 2022 Total Quoted Prices in Significant Other Significant Assets Interest rate swap contracts $ 14,336 $ — $ 14,336 $ — Currency forward contracts 20,638 — 20,638 — Currency option contracts 10,611 — 10,611 — Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ — Liabilities Cross-currency swap contracts $ (446) $ — $ (446) $ — Currency forward contracts (505) — (505) — Currency option contracts (9) — (9) — Total liabilities recorded at fair value $ (960) $ — $ (960) $ — During the three months ended September 30, 2022 and year ended June 30, 2022, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications. The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of September 30, 2022, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of September 30, 2022 and June 30, 2022, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximated their estimated fair values. As of September 30, 2022 and June 30, 2022, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,682,977 and $1,705,365, respectively, and the fair value was $1,511,108 and $1,600,627, respectively. Our debt at September 30, 2022 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. As of September 30, 2022 and June 30, 2022 our held-to-maturity marketable securities were held at an amortized cost of $124,175 and $49,952, respectively, while the fair value was $123,001 and $49,406, respectively. The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 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 | 3 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 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 a 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. We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income, net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of September 30, 2022, we estimate that $6,490 will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2023. As of September 30, 2022, we had fourteen effective outstanding interest rate swap contracts indexed to USD LIBOR. These hedges have varying start and maturity dates through April 2028. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of September 30, 2022 $ 400,000 Contracts with a future start date 430,000 Total $ 830,000 Hedges of Currency Risk Cross-Currency Swap Contracts From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of September 30, 2022, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478, maturing during June 2024. We entered into the cross-currency swap contract 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, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of September 30, 2022, we estimate that $2,132 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2023. Other Currency Hedges 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. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in 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. In April 2022 we early terminated all of our currency forward contracts designated as net investment hedges, and as of September 30, 2022 we had no currency forward contracts designated as net investment hedges. We have one intercompany loan designated as a net investment hedge with a total notional amount of $364,524 that matures in May 2028. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three months ended September 30, 2022 and 2021, we experienced volatility within other income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. As of September 30, 2022, 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, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $675,605 December 2020 through September 2022 Various dates through September 2024 559 Various Financial Instrument Presentation The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2022 and June 30, 2022. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. September 30, 2022 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 assets $ 28,209 $ — $ 28,209 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other assets 3,448 — 3,448 Other liabilities — — — Total derivatives designated as hedging instruments $ 31,657 $ — $ 31,657 $ — $ — $ — Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 35,378 $ (8,383) $ 26,995 Other current liabilities / other liabilities $ (1,435) $ 26 $ (1,409) Currency option contracts Other current assets / other assets 19,173 — 19,173 Other liabilities — — — Total derivatives not designated as hedging instruments $ 54,551 $ (8,383) $ 46,168 $ (1,435) $ 26 $ (1,409) June 30, 2022 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 $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other assets — — — Other liabilities (446) — $ (446) Total derivatives designated as hedging instruments $ 14,336 $ — $ 14,336 $ (446) $ — $ (446) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 24,440 $ (3,802) $ 20,638 Other current liabilities / other liabilities $ (505) $ — $ (505) Currency option contracts Other current assets / other assets 10,612 (1) 10,611 Other current liabilities / other liabilities (9) — (9) Total derivatives not designated as hedging instruments $ 35,052 $ (3,803) $ 31,249 $ (514) $ — $ (514) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss for the three months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ 12,954 $ 519 Cross-currency swaps 3,806 (2,444) Derivatives in net investment hedging relationships Intercompany loan 12,951 9,027 Currency forward contracts — 3,492 Total $ 29,711 $ 10,594 The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2022 and 2021: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Three Months Ended September 30, 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ 397 $ 2,497 Interest expense, net Cross-currency swaps (3,742) 3,987 Other income, net Total before income tax (3,345) 6,484 (Loss) income before income taxes Income tax 407 (938) Income tax expense Total $ (2,938) $ 5,546 The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2022 and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that did not qualify as hedging instruments. Affected line item in the Three Months Ended September 30, 2022 2021 Currency contracts $ 28,645 $ 12,863 Other income, net Interest rate swaps — 464 Other income, net Total $ 28,645 $ 13,327 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
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 $5,506 for the three months ended September 30, 2022 : Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2022 $ 5,179 $ (86) $ (52,221) $ (47,128) Other comprehensive income (loss) before reclassifications 16,760 — (6,835) 9,925 Amounts reclassified from accumulated other comprehensive loss to net loss (2,938) — — (2,938) Net current period other comprehensive income (loss) 13,822 — (6,835) 6,987 Balance as of September 30, 2022 $ 19,001 $ (86) $ (59,056) $ (40,141) ________________________ (1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of September 30, 2022 and June 30, 2022, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022. Intercompany loan hedge gains of $76,073 and $56,743, net of tax, have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022, respectively. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangibles | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Debt | The carrying amount of goodwill by reportable segment as of September 30, 2022 and June 30, 2022 was as follows: Vista PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2022 $ 291,498 $ 130,828 $ 143,969 $ 200,305 $ 766,600 Adjustments — — — 225 225 Effect of currency translation adjustments (1) (2,836) (7,430) (8,504) — (18,770) Balance as of September 30, 2022 $ 288,662 $ 123,398 $ 135,465 $ 200,530 $ 748,055 ________________________ (1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. |
Other Balance Sheet Components
Other Balance Sheet Components | 3 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Balance Sheet Components | Accrued expenses included the following: September 30, 2022 June 30, 2022 Compensation costs $ 69,156 $ 78,521 Income and indirect taxes 45,696 41,886 Advertising costs 26,534 25,925 Shipping costs 12,200 10,228 Third party manufacturing and digital content costs 16,290 15,790 Variable compensation incentives (1) 7,978 — Sales returns 6,793 6,286 Purchases of property, plant and equipment 1,445 642 Professional fees 3,712 2,394 Interest payable (2) 13,076 2,477 Other 63,316 69,692 Total accrued expenses $ 266,196 $ 253,841 ______________________ (1) Includes cash-based employee bonus incentives, which are variable based on the performance of individual businesses and vest over four years. (2) The increase in interest payable as of September 30, 2022, is due to the interest on our 2026 Notes being payable semi-annually on June 15 and December 15 of each year. Refer to Note 8 for further detail. Other current liabilities included the following: September 30, 2022 June 30, 2022 Current portion of finance lease obligations $ 6,452 $ 6,684 Short-term derivative liabilities (1) 9,713 4,299 Other 16,896 17,052 Total other current liabilities $ 33,061 $ 28,035 ________________________ (1) The increase in short-term derivative liabilities is due to volatility in interest and foreign currency rates. Refer to Note 4 for additional details. Other liabilities included the following: September 30, 2022 June 30, 2022 Long-term finance lease obligations $ 14,669 $ 14,699 Long-term derivative liabilities 104 463 Long-term compensation incentives (1) 14,583 19,934 Other 27,087 29,298 Total other liabilities $ 56,443 $ 64,394 ________________________ (1) Includes cash-based employee bonus incentives, which are variable based on the performance of each individual business and vest over four years. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | September 30, 2022 June 30, 2022 7.0% Senior Notes due 2026 $ 600,000 $ 600,000 Senior secured credit facility 1,076,279 1,097,302 Other 6,698 8,063 Debt issuance costs and debt premiums (discounts) (18,548) (19,417) Total debt outstanding, net 1,664,429 1,685,948 Less: short-term debt (1) 9,900 10,386 Long-term debt $ 1,654,529 $ 1,675,562 _____________________ (1) Balances as of September 30, 2022 and June 30, 2022 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,498 for both periods presented. Our various debt arrangements described below contain customary representations, warranties and events of default. As of September 30, 2022, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes (as defined below). Senior Secured Credit Facility On May 17, 2021, we entered into a Restated Credit Agreement consisting of the following: • A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of: ◦ a $795,000 tranche that bears interest at LIBOR (with a LIBOR floor of 0.50%) plus 3.50%, and ◦ a €300,000 tranche that bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%; and • A $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR floor of 0%) plus 2.50% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement. The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00. As of September 30, 2022, we have borrowings under the Restated Credit Agreement of $1,076,279 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of September 30, 2022. As of September 30, 2022, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 5.80%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.35% to 0.45% depending on our First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt as of September 30, 2022. Senior Unsecured Notes We have issued $600,000 in aggregate principal of 7.0% Senior Notes due 2026 (the "2026 Notes"), which are unsecured. We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date. As of September 30, 2022, we have not redeemed any of the 2026 Notes. Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of September 30, 2022 and June 30, 2022, we had $6,698 and $8,063, respectively, outstanding for those obligations that are payable through March 2027. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Our income tax expense was $9,365 and $9,381 for the three months ended September 30, 2022 and 2021, respectively. The decreased tax expense is due to decreased profits, offset by a higher forecasted effective tax rate. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2023 as compared to fiscal 2022 primarily due to decreased forecasted profits. 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. As of September 30, 2022 we had unrecognized tax benefits of $14,468, including accrued interest and penalties of $1,500. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $7,620 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 $360 to $410 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2016 through 2022 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 2022 remain open for examination in the various states and non-U.S. 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. We have not recorded a valuation allowance against deferred tax assets of $15,060 and $99,924 related to Swiss tax losses and the Swiss amortizable goodwill, respectively, as we expect to realize these assets in the future. Management believes there is sufficient positive evidence in the form of historical and future projected profitability to conclude that it is more likely than not that these benefits in Switzerland will be utilized against future taxable profits within the available carryforward periods. Our assessments are reliant on the attainment of our forecasted operating profits. Failure to achieve these forecasted operating profits may change our assessment of these deferred tax assets, and such change would result in additional valuation allowance and an increase in income tax expense to be recorded in the period of the change in assessment. We will continue to review our forecasts and profitability trends relevant to these Swiss deferred tax assets on a quarterly basis. |
Noncontrolling interests
Noncontrolling interests | 3 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Redeemable Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team owns a minority portion of the equity, which includes those described below. The put options for several of our noncontrolling interests are exercisable in fiscal year 2023. Exercising a put option is at the discretion of each noncontrolling interest holder, which creates uncertainty around the timing of our cash outflow should an option be exercised . As of September 30, 2022, the total estimated redemption value is $88,991 for those noncontrolling interests with put option windows that are exercisable in fiscal year 2023, of which $4,726 has already been exercised in the second quarter of fiscal 2023. The remaining equity interests are exercisable through November 30, 2022. PrintBrothers Members of the PrintBrothers management team hold minority equity interests ranging from 11% to 12% in each of the three businesses within the segment. The put options associated with the redeemable noncontrolling interests have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December. For the exercise window occurring in the second quarter of fiscal 2023, the estimated redemption value for the portion of the put options that could be exercised is $84,266 and is based on actual results through June 30, 2022. If the put options are exercised, then Cimpress may redeem the remaining 10% of these holders' minority equity interests concurrently with the put option exercise or on the first, second, or third anniversary of the put option exercise. Cimpress has call options for the full amount of the minority equity interests with the first exercise window occurring during the second quarter of fiscal year 2027. During the three months ended September 30, 2022, the redemption value of a PrintBrothers business increased above its carrying value due to continued strong performance. The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $2,075. The offsetting amount was recognized within retained earnings as the redemption values for this noncontrolling interest was below the estimated fair value. The following table presents the reconciliation of changes in our redeemable noncontrolling interests: Redeemable Noncontrolling Interest Balance as of June 30, 2022 $ 131,483 Accretion to redemption value (1) 2,725 Net income attributable to noncontrolling interests 700 Distributions to noncontrolling interests (2) (3,652) Foreign currency translation (1,347) Balance as of September 30, 2022 $ 129,909 _________________ (1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings or additional paid in capital is the result of the estimated redemption amount being greater than carrying value but less than fair value. Refer above for additional details. (2) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of September 30, 2022, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments: • Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success. This segment also includes our recently acquired Depositphotos business, whose subsidiary, Crello, was rebranded to VistaCreate soon after the acquisition. • 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 two businesses grouped together based on materiality. In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of another, smaller business that we continue to manage at a relatively modest operating loss and a recently acquired company that provides production expertise and sells into a growing product category. ◦ 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. 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. The expense value of our PSU awards 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. Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, 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. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment. These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business. We revised our presentation of the prior period presented to reflect our updated segment reporting, which decreased both Vista segment EBITDA and Central and corporate costs by $1,119 for the three months ended September 30, 2021. 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 September 30, 2022 2021 Revenue: Vista $ 369,369 $ 349,480 PrintBrothers 132,699 125,357 The Print Group 76,823 72,820 National Pen 81,666 69,264 All Other Businesses 51,827 47,871 Total segment revenue 712,384 664,792 Inter-segment eliminations (1) (8,969) (7,193) Total consolidated revenue $ 703,415 $ 657,599 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. Three Months Ended September 30, 2022 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 266,486 $ — $ — $ 49,447 $ 43,292 $ 359,225 Europe 70,496 132,382 74,991 24,945 — 302,814 Other 31,877 — — 2,552 6,947 41,376 Inter-segment 510 317 1,832 4,722 1,588 8,969 Total segment revenue 369,369 132,699 76,823 81,666 51,827 712,384 Less: inter-segment elimination (510) (317) (1,832) (4,722) (1,588) (8,969) Total external revenue $ 368,859 $ 132,382 $ 74,991 $ 76,944 $ 50,239 $ 703,415 Three Months Ended September 30, 2021 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 244,449 $ — $ — $ 41,038 $ 41,308 $ 326,795 Europe 71,533 125,128 71,155 20,851 — 288,667 Other 32,796 — — 3,533 5,808 42,137 Inter-segment 702 229 1,665 3,842 755 7,193 Total segment revenue 349,480 125,357 72,820 69,264 47,871 664,792 Less: inter-segment elimination (702) (229) (1,665) (3,842) (755) (7,193) Total external revenue $ 348,778 $ 125,128 $ 71,155 $ 65,422 $ 47,116 $ 657,599 The following table includes segment EBITDA by reportable segment, total income from operations and total income (loss) before income taxes: Three Months Ended September 30, 2022 2021 Segment EBITDA: Vista $ 30,737 $ 66,920 PrintBrothers 14,991 16,283 The Print Group 12,220 14,389 National Pen (1,297) (8,048) All Other Businesses 6,178 4,891 Total segment EBITDA 62,829 94,435 Central and corporate costs (34,578) (34,153) Depreciation and amortization (40,942) (44,432) Certain impairments and other adjustments (3,456) 780 Restructuring-related charges (1,820) 309 Total (loss) income from operations (17,967) 16,939 Other income, net 27,397 13,170 Interest expense, net (24,806) (25,688) (Loss) income before income taxes $ (15,376) $ 4,421 Three Months Ended September 30, 2022 2021 Depreciation and amortization: Vista $ 14,670 $ 16,403 PrintBrothers 4,773 5,234 The Print Group 5,862 6,584 National Pen 5,891 5,908 All Other Businesses 4,516 5,042 Central and corporate costs 5,230 5,261 Total depreciation and amortization $ 40,942 $ 44,432 Three Months Ended September 30, 2022 2021 Purchases of property, plant and equipment: Vista $ 3,124 $ 2,478 PrintBrothers 708 1,512 The Print Group 4,819 1,428 National Pen 1,601 1,188 All Other Businesses 1,068 1,515 Central and corporate costs 438 503 Total purchases of property, plant and equipment $ 11,758 $ 8,624 Three Months Ended September 30, 2022 2021 Capitalization of software and website development costs: Vista $ 6,635 $ 7,572 PrintBrothers 389 232 The Print Group 490 426 National Pen 588 678 All Other Businesses 924 1,184 Central and corporate costs 6,304 5,547 Total capitalization of software and website development costs $ 15,330 $ 15,639 The following table sets forth long-lived assets by geographic area: September 30, 2022 June 30, 2022 Long-lived assets (1): United States $ 90,481 $ 95,589 Switzerland 71,901 72,394 Netherlands 69,353 67,240 Canada 57,730 58,498 Italy 45,239 48,262 France 23,431 25,383 Jamaica 18,341 18,744 Australia 17,838 17,751 Japan 10,489 11,392 Other 88,406 90,677 Total $ 493,209 $ 505,930 ___________________ (1) Excludes goodwill of $748,055 and $766,600, intangible assets, net of $139,864 and $154,730, deferred tax assets of $114,020 and $113,088, and marketable securities, non-current of |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Purchase Obligations At September 30, 2022, we had unrecorded commitments under contract of $251,011, including inventory, third-party fulfillment and digital service purchase commitments of $86,678; third-party cloud services of $80,997; software of $42,238; advertising of $15,181; production and computer equipment purchases of $5,952; professional and consulting fees of $5,019, and other unrecorded purchase commitments of $14,946. Other Obligations We deferred payments for several of our acquisitions, resulting in the recognition of a liability of $8,463 as of September 30, 2022, which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022, subject to any outstanding indemnification claims. 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 | 3 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
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 months ended September 30, 2022, we recognized restructuring charges of $1,820 . We recognized restructuring expense related to prior quarter actions of $1,456 in our Vista business, $209 in our National Pen business and $155 in our Central and corporate costs. The following table summarizes the restructuring activity during the three months ended September 30, 2022. Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability Balance as of June 30, 2022 $ 13,449 $ — $ 13,449 Restructuring charges 1,032 788 1,820 Cash payments (7,931) — (7,931) Non-cash charges (1) (156) (788) (944) Foreign currency translation (419) — (419) Balance as of September 30, 2022 $ 5,975 $ — $ 5,975 ________________ (1) During the three months ended September 30, 2022, non-cash restructuring charges primarily include the Vista segment's write-off of inventory for the Japan market which has no alternative use, the write-off of equipment from National Pen's ongoing move of its European production operations from Ireland to the Czech Republic, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions taken in the fourth quarter of fiscal year 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Debt Securities, Held-to-maturity | The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of September 30, 2022 and June 30, 2022. September 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Commercial paper $ 50,608 $ (261) $ 50,347 Corporate debt securities 51,118 (518) 50,600 Total due within one year or less $ 101,726 $ (779) $ 100,947 Due between one and two years: Corporate debt securities $ 13,239 $ (271) $ 12,968 U.S. government securities 9,210 (124) 9,086 Total held-to-maturity securities $ 124,175 $ (1,174) $ 123,001 June 30, 2022 Amortized cost Unrealized losses Fair value Due within one year or less: Corporate debt securities $ 49,952 $ (546) $ 49,406 Total held-to-maturity securities $ 49,952 $ (546) $ 49,406 |
Interest and Other Income | The following table summarizes the components of other income, net: Three Months Ended September 30, 2022 2021 Gains on derivatives not designated as hedging instruments (1) $ 28,645 $ 13,327 Currency-related (losses) gains, net (2) (197) 323 Other losses (1,051) (480) Total other income, net $ 27,397 $ 13,170 _____________________ (1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments,as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior period. For contracts not designated as hedging instruments, we realized gains of $14,621 and losses of $3,672 for the three months ended September 30, 2022 and 2021, respectively. Refer to Note 4 for additional details relating to our derivative contracts. (2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge. |
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 September 30, 2022 2021 Weighted average shares outstanding, basic and diluted 26,178,818 26,072,249 Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,688,813 530,011 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 Total Quoted Prices in Significant Other Significant Assets Interest rate swap contracts $ 28,209 $ — $ 28,209 $ — Cross-currency swap contracts 3,448 — 3,448 — Currency forward contracts 26,995 — 26,995 — Currency option contracts 19,173 — 19,173 — Total assets recorded at fair value $ 77,825 $ — $ 77,825 $ — Liabilities Currency forward contracts $ (1,409) $ — $ (1,409) $ — Total liabilities recorded at fair value $ (1,409) $ — $ (1,409) $ — June 30, 2022 Total Quoted Prices in Significant Other Significant Assets Interest rate swap contracts $ 14,336 $ — $ 14,336 $ — Currency forward contracts 20,638 — 20,638 — Currency option contracts 10,611 — 10,611 — Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ — Liabilities Cross-currency swap contracts $ (446) $ — $ (446) $ — Currency forward contracts (505) — (505) — Currency option contracts (9) — (9) — Total liabilities recorded at fair value $ (960) $ — $ (960) $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | As of September 30, 2022, we had fourteen effective outstanding interest rate swap contracts indexed to USD LIBOR. These hedges have varying start and maturity dates through April 2028. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of September 30, 2022 $ 400,000 Contracts with a future start date 430,000 Total $ 830,000 |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of September 30, 2022, 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, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $675,605 December 2020 through September 2022 Various dates through September 2024 559 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 September 30, 2022 and June 30, 2022. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. September 30, 2022 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 assets $ 28,209 $ — $ 28,209 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other assets 3,448 — 3,448 Other liabilities — — — Total derivatives designated as hedging instruments $ 31,657 $ — $ 31,657 $ — $ — $ — Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 35,378 $ (8,383) $ 26,995 Other current liabilities / other liabilities $ (1,435) $ 26 $ (1,409) Currency option contracts Other current assets / other assets 19,173 — 19,173 Other liabilities — — — Total derivatives not designated as hedging instruments $ 54,551 $ (8,383) $ 46,168 $ (1,435) $ 26 $ (1,409) June 30, 2022 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 $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other assets — — — Other liabilities (446) — $ (446) Total derivatives designated as hedging instruments $ 14,336 $ — $ 14,336 $ (446) $ — $ (446) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 24,440 $ (3,802) $ 20,638 Other current liabilities / other liabilities $ (505) $ — $ (505) Currency option contracts Other current assets / other assets 10,612 (1) 10,611 Other current liabilities / other liabilities (9) — (9) Total derivatives not designated as hedging instruments $ 35,052 $ (3,803) $ 31,249 $ (514) $ — $ (514) |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss for the three months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ 12,954 $ 519 Cross-currency swaps 3,806 (2,444) Derivatives in net investment hedging relationships Intercompany loan 12,951 9,027 Currency forward contracts — 3,492 Total $ 29,711 $ 10,594 |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2022 and 2021: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Three Months Ended September 30, 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ 397 $ 2,497 Interest expense, net Cross-currency swaps (3,742) 3,987 Other income, net Total before income tax (3,345) 6,484 (Loss) income before income taxes Income tax 407 (938) Income tax expense Total $ (2,938) $ 5,546 |
Derivatives Not Designated as Hedging Instruments | The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2022 and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that did not qualify as hedging instruments. Affected line item in the Three Months Ended September 30, 2022 2021 Currency contracts $ 28,645 $ 12,863 Other income, net Interest rate swaps — 464 Other income, net Total $ 28,645 $ 13,327 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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 $5,506 for the three months ended September 30, 2022 : Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2022 $ 5,179 $ (86) $ (52,221) $ (47,128) Other comprehensive income (loss) before reclassifications 16,760 — (6,835) 9,925 Amounts reclassified from accumulated other comprehensive loss to net loss (2,938) — — (2,938) Net current period other comprehensive income (loss) 13,822 — (6,835) 6,987 Balance as of September 30, 2022 $ 19,001 $ (86) $ (59,056) $ (40,141) ________________________ (1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of September 30, 2022 and June 30, 2022, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022. Intercompany loan hedge gains of $76,073 and $56,743, net of tax, have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022, respectively. |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The carrying amount of goodwill by reportable segment as of September 30, 2022 and June 30, 2022 was as follows: Vista PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2022 $ 291,498 $ 130,828 $ 143,969 $ 200,305 $ 766,600 Adjustments — — — 225 225 Effect of currency translation adjustments (1) (2,836) (7,430) (8,504) — (18,770) Balance as of September 30, 2022 $ 288,662 $ 123,398 $ 135,465 $ 200,530 $ 748,055 ________________________ (1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses included the following: September 30, 2022 June 30, 2022 Compensation costs $ 69,156 $ 78,521 Income and indirect taxes 45,696 41,886 Advertising costs 26,534 25,925 Shipping costs 12,200 10,228 Third party manufacturing and digital content costs 16,290 15,790 Variable compensation incentives (1) 7,978 — Sales returns 6,793 6,286 Purchases of property, plant and equipment 1,445 642 Professional fees 3,712 2,394 Interest payable (2) 13,076 2,477 Other 63,316 69,692 Total accrued expenses $ 266,196 $ 253,841 ______________________ (1) Includes cash-based employee bonus incentives, which are variable based on the performance of individual businesses and vest over four years. (2) The increase in interest payable as of September 30, 2022, is due to the interest on our 2026 Notes being payable semi-annually on June 15 and December 15 of each year. Refer to Note 8 for further detail. |
Other Current Liabilities | Other current liabilities included the following: September 30, 2022 June 30, 2022 Current portion of finance lease obligations $ 6,452 $ 6,684 Short-term derivative liabilities (1) 9,713 4,299 Other 16,896 17,052 Total other current liabilities $ 33,061 $ 28,035 ________________________ (1) The increase in short-term derivative liabilities is due to volatility in interest and foreign currency rates. Refer to Note 4 for additional details. |
Other Liabilities | Other liabilities included the following: September 30, 2022 June 30, 2022 Long-term finance lease obligations $ 14,669 $ 14,699 Long-term derivative liabilities 104 463 Long-term compensation incentives (1) 14,583 19,934 Other 27,087 29,298 Total other liabilities $ 56,443 $ 64,394 ________________________ (1) Includes cash-based employee bonus incentives, which are variable based on the performance of each individual business and vest over four years. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | September 30, 2022 June 30, 2022 7.0% Senior Notes due 2026 $ 600,000 $ 600,000 Senior secured credit facility 1,076,279 1,097,302 Other 6,698 8,063 Debt issuance costs and debt premiums (discounts) (18,548) (19,417) Total debt outstanding, net 1,664,429 1,685,948 Less: short-term debt (1) 9,900 10,386 Long-term debt $ 1,654,529 $ 1,675,562 _____________________ (1) Balances as of September 30, 2022 and June 30, 2022 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,498 for both periods presented. |
Noncontrolling interests (Table
Noncontrolling interests (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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 redeemable noncontrolling interests: Redeemable Noncontrolling Interest Balance as of June 30, 2022 $ 131,483 Accretion to redemption value (1) 2,725 Net income attributable to noncontrolling interests 700 Distributions to noncontrolling interests (2) (3,652) Foreign currency translation (1,347) Balance as of September 30, 2022 $ 129,909 _________________ (1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings or additional paid in capital is the result of the estimated redemption amount being greater than carrying value but less than fair value. Refer above for additional details. (2) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 2021 Revenue: Vista $ 369,369 $ 349,480 PrintBrothers 132,699 125,357 The Print Group 76,823 72,820 National Pen 81,666 69,264 All Other Businesses 51,827 47,871 Total segment revenue 712,384 664,792 Inter-segment eliminations (1) (8,969) (7,193) Total consolidated revenue $ 703,415 $ 657,599 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three Months Ended September 30, 2022 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 266,486 $ — $ — $ 49,447 $ 43,292 $ 359,225 Europe 70,496 132,382 74,991 24,945 — 302,814 Other 31,877 — — 2,552 6,947 41,376 Inter-segment 510 317 1,832 4,722 1,588 8,969 Total segment revenue 369,369 132,699 76,823 81,666 51,827 712,384 Less: inter-segment elimination (510) (317) (1,832) (4,722) (1,588) (8,969) Total external revenue $ 368,859 $ 132,382 $ 74,991 $ 76,944 $ 50,239 $ 703,415 Three Months Ended September 30, 2021 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 244,449 $ — $ — $ 41,038 $ 41,308 $ 326,795 Europe 71,533 125,128 71,155 20,851 — 288,667 Other 32,796 — — 3,533 5,808 42,137 Inter-segment 702 229 1,665 3,842 755 7,193 Total segment revenue 349,480 125,357 72,820 69,264 47,871 664,792 Less: inter-segment elimination (702) (229) (1,665) (3,842) (755) (7,193) Total external revenue $ 348,778 $ 125,128 $ 71,155 $ 65,422 $ 47,116 $ 657,599 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table includes segment EBITDA by reportable segment, total income from operations and total income (loss) before income taxes: Three Months Ended September 30, 2022 2021 Segment EBITDA: Vista $ 30,737 $ 66,920 PrintBrothers 14,991 16,283 The Print Group 12,220 14,389 National Pen (1,297) (8,048) All Other Businesses 6,178 4,891 Total segment EBITDA 62,829 94,435 Central and corporate costs (34,578) (34,153) Depreciation and amortization (40,942) (44,432) Certain impairments and other adjustments (3,456) 780 Restructuring-related charges (1,820) 309 Total (loss) income from operations (17,967) 16,939 Other income, net 27,397 13,170 Interest expense, net (24,806) (25,688) (Loss) income before income taxes $ (15,376) $ 4,421 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Three Months Ended September 30, 2022 2021 Depreciation and amortization: Vista $ 14,670 $ 16,403 PrintBrothers 4,773 5,234 The Print Group 5,862 6,584 National Pen 5,891 5,908 All Other Businesses 4,516 5,042 Central and corporate costs 5,230 5,261 Total depreciation and amortization $ 40,942 $ 44,432 Three Months Ended September 30, 2022 2021 Purchases of property, plant and equipment: Vista $ 3,124 $ 2,478 PrintBrothers 708 1,512 The Print Group 4,819 1,428 National Pen 1,601 1,188 All Other Businesses 1,068 1,515 Central and corporate costs 438 503 Total purchases of property, plant and equipment $ 11,758 $ 8,624 Three Months Ended September 30, 2022 2021 Capitalization of software and website development costs: Vista $ 6,635 $ 7,572 PrintBrothers 389 232 The Print Group 490 426 National Pen 588 678 All Other Businesses 924 1,184 Central and corporate costs 6,304 5,547 Total capitalization of software and website development costs $ 15,330 $ 15,639 |
Revenues and long-lived assets by geographic area | The following table sets forth long-lived assets by geographic area: September 30, 2022 June 30, 2022 Long-lived assets (1): United States $ 90,481 $ 95,589 Switzerland 71,901 72,394 Netherlands 69,353 67,240 Canada 57,730 58,498 Italy 45,239 48,262 France 23,431 25,383 Jamaica 18,341 18,744 Australia 17,838 17,751 Japan 10,489 11,392 Other 88,406 90,677 Total $ 493,209 $ 505,930 ___________________ (1) Excludes goodwill of $748,055 and $766,600, intangible assets, net of $139,864 and $154,730, deferred tax assets of $114,020 and $113,088, and marketable securities, non-current of |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs | The following table summarizes the restructuring activity during the three months ended September 30, 2022. Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability Balance as of June 30, 2022 $ 13,449 $ — $ 13,449 Restructuring charges 1,032 788 1,820 Cash payments (7,931) — (7,931) Non-cash charges (1) (156) (788) (944) Foreign currency translation (419) — (419) Balance as of September 30, 2022 $ 5,975 $ — $ 5,975 ________________ (1) During the three months ended September 30, 2022, non-cash restructuring charges primarily include the Vista segment's write-off of inventory for the Japan market which has no alternative use, the write-off of equipment from National Pen's ongoing move of its European production operations from Ireland to the Czech Republic, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions taken in the fourth quarter of fiscal year 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | May 01, 2020 | |
Accounting Policies [Line Items] | ||||
Accumulated other comprehensive loss | $ (40,141) | $ (67,187) | $ (47,128) | |
Retained earnings | 385,972 | 515,869 | 414,138 | |
Other income, net | 27,397 | 13,170 | ||
(Loss) income before income taxes | (15,376) | 4,421 | ||
Net loss | 24,741 | 4,960 | ||
Net Income (Loss) Attributable to Parent | $ (25,441) | $ (6,698) | ||
Basic and diluted net loss per share attributable to Cimpress plc | $ (0.97) | $ (0.26) | ||
Diluted net loss per share attributable to Cimpress plc | $ (0.26) | |||
Foreign currency translation losses, net of hedges | $ (8,182) | $ (183) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (6,835) | 674 | ||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (749) | 174 | ||
Revenue | 703,415 | 657,599 | ||
Cost of revenue (1) | 377,735 | 338,989 | ||
Finance Lease, Principal Payments | 2,412 | 2,526 | ||
Proceeds from the sale of assets | 122 | 1,699 | ||
Marketable Securities, Current | 101,726 | 49,952 | ||
Marketable securities, non-current | 22,449 | 0 | ||
Total Marketable Securities | 124,175 | 49,952 | ||
Unrealized Loss on Securities | (1,174) | |||
Investments, Fair Value Disclosure | 123,001 | 49,406 | ||
Unrealized Gain (Loss) on Investments | (546) | |||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 28,645 | 13,327 | ||
Foreign Currency Transaction Gain (Loss), Realized | (197) | 323 | ||
Other Nonoperating Gains (Losses) | (1,051) | (480) | ||
Other Nonoperating Income (Expense) | 27,397 | 13,170 | ||
Realized gain (loss) on derivatives not designated as hedging instruments | 14,621 | 3,672 | ||
Unrealized gain on derivatives not designated as hedging instruments included in net loss | $ 14,024 | $ 16,534 | ||
Weighted average shares outstanding — basic and diluted | 26,178,818 | 26,072,249 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,688,813 | 530,011 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 60 | |||
Certain impairments and other adjustments | $ 3,456 | $ 780 | ||
Previously Reported [Member] | ||||
Accounting Policies [Line Items] | ||||
Accumulated other comprehensive loss | (83,732) | |||
Retained earnings | 532,414 | |||
Other income, net | 22,197 | |||
(Loss) income before income taxes | 13,448 | |||
Net loss | (4,067) | |||
Net Income (Loss) Attributable to Parent | $ 2,329 | |||
Basic and diluted net loss per share attributable to Cimpress plc | $ 0.09 | |||
Diluted net loss per share attributable to Cimpress plc | $ 0.09 | |||
Foreign currency translation losses, net of hedges | $ (9,210) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (8,353) | |||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | 8,853 | |||
Other Nonoperating Income (Expense) | 22,197 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
Accounting Policies [Line Items] | ||||
Accumulated other comprehensive loss | 16,545 | |||
Retained earnings | (16,545) | |||
Other income, net | 9,027 | |||
(Loss) income before income taxes | (9,027) | |||
Net loss | 9,027 | |||
Net Income (Loss) Attributable to Parent | $ (9,027) | |||
Basic and diluted net loss per share attributable to Cimpress plc | $ (0.35) | |||
Diluted net loss per share attributable to Cimpress plc | $ (0.35) | |||
Foreign currency translation losses, net of hedges | $ 9,027 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 9,027 | |||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (9,027) | |||
Other Nonoperating Income (Expense) | $ 9,027 | |||
Commercial Paper | ||||
Accounting Policies [Line Items] | ||||
Marketable Securities, Current | 50,608 | |||
Unrealized Loss on Securities | (261) | |||
Investments, Fair Value Disclosure | 50,347 | |||
Corporate Debt Securities | ||||
Accounting Policies [Line Items] | ||||
Marketable Securities, Current | 51,118 | 49,952 | ||
Marketable securities, non-current | 13,239 | |||
US Government Debt Securities [Member] | ||||
Accounting Policies [Line Items] | ||||
Marketable securities, non-current | $ 9,210 | |||
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,055,377 | 409,561 | ||
Foreign Exchange Forward [Member] | ||||
Accounting Policies [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 28,645 | $ 12,863 | ||
Currency Swap [Member] | ||||
Accounting Policies [Line Items] | ||||
Accumulated other comprehensive loss | 15,079 | |||
Interest Rate Swap [Member] | ||||
Accounting Policies [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 464 | ||
Marketable securities, current [Member] | ||||
Accounting Policies [Line Items] | ||||
Unrealized Loss on Securities | 779 | |||
Investments, Fair Value Disclosure | 100,947 | |||
Marketable securities, current [Member] | Corporate Debt Securities | ||||
Accounting Policies [Line Items] | ||||
Unrealized Loss on Securities | 518 | $ 546 | ||
Investments, Fair Value Disclosure | 50,600 | $ 49,406 | ||
Marketable securities, noncurrent [Member] | Corporate Debt Securities | ||||
Accounting Policies [Line Items] | ||||
Unrealized Loss on Securities | 271 | |||
Investments, Fair Value Disclosure | 12,968 | |||
Marketable securities, noncurrent [Member] | US Government Debt Securities [Member] | ||||
Accounting Policies [Line Items] | ||||
Unrealized Loss on Securities | 124 | |||
Investments, Fair Value Disclosure | $ 9,086 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | May 01, 2020 | |
Change in Accounting Estimate [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 60 | ||
Share-based compensation expense | $ 10,631 | $ 11,006 | |
Weighted average shares outstanding — basic and diluted | 26,178,818 | 26,072,249 | |
Warrant [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,055,377 | 409,561 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Other Income and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Change in Accounting Estimate [Line Items] | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 28,645 | $ 13,327 |
Foreign Currency Transaction Gain (Loss), Realized | (197) | 323 |
Other Nonoperating Gains (Losses) | (1,051) | (480) |
Other income, net | $ 27,397 | $ 13,170 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2022 USD ($) instrument | Jun. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 45,585 | |
Long-term Debt, Gross | $ 1,682,977 | 1,705,365 |
Debt Instrument, Fair Value Disclosure | 1,511,108 | 1,600,627 |
Total Marketable Securities | 124,175 | 49,952 |
Investments, Fair Value Disclosure | 123,001 | 49,406 |
Fair value, recurring measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 77,825 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,409 | 960 |
Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 26,995 | 20,638 |
Derivative Liability | $ (1,409) | (505) |
Derivative, Number of Instruments Held | instrument | 559 | |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 28,209 | 14,336 |
Derivative, Number of Instruments Held | instrument | 14 | |
Cross Currency Interest Rate Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 3,448 | |
Derivative Liability | (446) | |
Foreign Exchange Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 19,173 | 10,611 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 9 | |
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 | 54,551 | 35,052 |
Derivative Liability | (1,409) | (514) |
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 | 19,173 | 10,612 |
Foreign Currency Contract, Asset, Fair Value Disclosure | 19,173 | 10,611 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 45,585 | |
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 | 77,825 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,409 | 960 |
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 26,995 | 20,638 |
Derivative Liability | (1,409) | (505) |
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 | 28,209 | 14,336 |
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 | $ 3,448 | |
Derivative Liability | (446) | |
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 | 10,611 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 9 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 USD ($) instrument | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 45,585 | ||
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges | $ 16,760 | $ (1,925) | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 6,987 | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 28,645 | 13,327 | |
AOCI Tax, Attributable to Parent | 5,506 | ||
Accumulated other comprehensive loss | (40,141) | (67,187) | (47,128) |
Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 19,173 | 10,611 | |
Net Investment Hedging [Member] | |||
Derivative [Line Items] | |||
Accumulated other comprehensive loss | 76,073 | 56,743 | |
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 28,209 | 14,336 | |
Notional Amount of Interest Rate Derivatives | 400,000 | ||
Notional value of contracts with future start date | 430,000 | ||
Total current and future notional amount | $ 830,000 | ||
Derivative, Number of Instruments Held | instrument | 14 | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ (6,490) | ||
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges | 12,954 | 519 | |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 0 | 464 | |
Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 26,995 | 20,638 | |
Derivative Liability | $ (1,409) | (505) | |
Derivative, Number of Instruments Held | instrument | 559 | ||
Derivative, Notional Amount | $ 675,605 | ||
Derivative, Underlying Basis | Various | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 28,645 | 12,863 | |
Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value | 0 | (446) | |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 2,132 | ||
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges | 3,806 | (2,444) | |
Accumulated other comprehensive loss | $ 15,079 | ||
Currency Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Number of Instruments Held | instrument | 1 | ||
Derivative, Notional Amount | $ 58,478 | ||
Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 0 | 3,492 | |
Loans | |||
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 12,951 | 9,027 | |
Loans | Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 364,524 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Derivative [Line Items] | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 13,822 | ||
Accumulated other comprehensive loss | 19,001 | 5,179 | |
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 | 397 | 2,497 | |
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 | (3,742) | 3,987 | |
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 | 2,938 | (5,546) | |
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 | 3,345 | (6,484) | |
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 | 407 | (938) | |
Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 31,657 | 14,336 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (446) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Derivative Liability | 0 | (446) | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 31,657 | 14,336 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 29,711 | $ 10,594 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 28,209 | 14,336 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 28,209 | 14,336 | |
Designated as Hedging Instrument [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 3,448 | 0 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Derivative Liability, Fair Value, Gross Liability | 0 | (446) | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 54,551 | 35,052 | |
Derivative Asset, Fair Value, Gross Liability | 8,383 | 3,803 | |
Derivative Liability, Fair Value, Gross Liability | 1,435 | 514 | |
Derivative Liability, Fair Value, Gross Asset | 26 | 0 | |
Derivative Liability | (1,409) | (514) | |
Derivative Asset | 46,168 | 31,249 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 19,173 | 10,612 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 1 | |
Derivative Liability, Fair Value, Gross Liability | 0 | 9 | |
Derivative Liability, Fair Value, Gross Asset | 0 | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 19,173 | 10,611 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | (9) | |
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 35,378 | 24,440 | |
Derivative Asset, Fair Value, Gross Liability | 8,383 | 3,802 | |
Derivative Liability, Fair Value, Gross Liability | 1,435 | 505 | |
Derivative Liability, Fair Value, Gross Asset | 26 | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 26,995 | 20,638 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ (1,409) | $ (505) | |
Minimum [Member] | Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jul. 14, 2022 | ||
Minimum [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | May 31, 2023 | ||
Minimum [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jul. 15, 2022 | ||
Minimum [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jun. 19, 2024 | ||
Maximum [Member] | Foreign Exchange Option [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jun. 13, 2024 | ||
Maximum [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Apr. 30, 2028 | ||
Maximum [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Oct. 15, 2024 | ||
Maximum [Member] | Currency Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Maturity Date | Jun. 19, 2024 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
AOCI Tax, Attributable to Parent | $ 5,506 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (40,141) | $ (47,128) | $ (67,187) |
Other comprehensive income (loss) before reclassifications | (9,925) | ||
Amounts reclassified from accumulated other comprehensive loss to net loss | 2,938 | ||
Net current period other comprehensive income (loss) | 6,987 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | 19,001 | 5,179 | |
Other comprehensive income (loss) before reclassifications | 16,760 | ||
Amounts reclassified from accumulated other comprehensive loss to net loss | (2,938) | ||
Net current period other comprehensive income (loss) | 13,822 | ||
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (59,056) | (52,221) | |
Other comprehensive income (loss) before reclassifications | (6,835) | ||
Net current period other comprehensive income (loss) | (6,835) | ||
Net Investment Hedging [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | 76,073 | 56,743 | |
Currency Swap [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | 15,079 | ||
Pension Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Accumulated other comprehensive loss | (86) | $ (86) | |
Other comprehensive income (loss) before reclassifications | $ 0 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Goodwill [Line Items] | |||
Goodwill | $ 748,055 | $ 766,600 | |
Goodwill, Purchase Accounting Adjustments | 225 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | (18,770) | ||
Amortization of acquired intangible assets | 12,350 | $ 13,458 | |
Vista [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 288,662 | 291,498 | |
Goodwill, Foreign Currency Translation Gain (Loss) | (2,836) | ||
PrintBrothers [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 123,398 | 130,828 | |
Goodwill, Foreign Currency Translation Gain (Loss) | (7,430) | ||
The Print Group [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 135,465 | 143,969 | |
Goodwill, Foreign Currency Translation Gain (Loss) | (8,504) | ||
All Other Businesses [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 200,530 | $ 200,305 | |
Goodwill, Purchase Accounting Adjustments | $ 225 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Schedule of other current liabilities [Line Items] | ||
Compensation costs | $ 69,156 | $ 78,521 |
Income and indirect taxes | 45,696 | 41,886 |
Accrued Advertising | 26,534 | 25,925 |
Shipping costs | 12,200 | 10,228 |
Variable compensation incentives | 7,978 | |
Interest Payable | 13,076 | 2,477 |
Production costs | 16,290 | 15,790 |
Sales returns | 6,793 | 6,286 |
Professional costs | 3,712 | 2,394 |
Purchases of property, plant and equipment | 1,445 | 642 |
Other | 63,316 | 69,692 |
Accrued Liabilities | $ 266,196 | $ 253,841 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Schedule of other current liabilities [Line Items] | |||
Finance Lease, Liability, Current | $ 6,452 | $ 6,684 | |
Derivative Liability, Current | 9,713 | 4,299 | |
Other current liabilities | 33,061 | 28,035 | |
Payments of purchase consideration included in acquisition-date fair value | $ 225 | $ 0 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | ||
Other Current Liabilities [Member] | |||
Schedule of other current liabilities [Line Items] | |||
Other current liabilities | $ 16,896 | $ 17,052 |
Other Balance Sheet Component_2
Other Balance Sheet Components Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Separate Account, Liability [Line Items] | ||
Finance Lease, Liability, Noncurrent | $ 14,669 | $ 14,699 |
Other liabilities | $ 56,443 | 64,394 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | |
Other Noncurrent Liabilities [Member] | ||
Separate Account, Liability [Line Items] | ||
Derivative Liability, Noncurrent | $ 104 | 463 |
Deferred Compensation Liability, Classified, Noncurrent | 14,583 | 19,934 |
Other liabilities | $ 27,087 | $ 29,298 |
Debt (Details)
Debt (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||
Feb. 13, 2020 USD ($) | Sep. 30, 2022 USD ($) Rate | Sep. 30, 2022 EUR (€) Rate | Jun. 30, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Senior Notes | $ 600,000 | $ 600,000 | ||
Debt, Long-term and Short-term, Combined Amount | 1,664,429 | 1,685,948 | ||
Other Long-term Debt | 6,698 | 8,063 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (18,548) | (19,417) | ||
Short-term debt | 9,900 | 10,386 | ||
Long-term debt | $ 1,654,529 | 1,675,562 | ||
Document period end date | Sep. 30, 2022 | |||
Short-term Debt [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 3,498 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 250,000 | |||
Description of variable rate basis | 0 | |||
Weighted average interest rate | Rate | 5.80% | 5.80% | ||
Debt Instrument, Covenant Description | the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00 | |||
Revolving Credit Facility [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on LIBOR | 2.50% | |||
Commitment fee (percentage) | Rate | 0.35% | |||
Revolving Credit Facility [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on LIBOR | 3% | |||
Commitment fee (percentage) | Rate | 0.45% | |||
Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 600,000 | |||
Term Loan B, Euro Tranche | ||||
Line of Credit Facility [Line Items] | ||||
Debt, Long-term and Short-term, Combined Amount | € | € 300,000 | |||
Description of variable rate basis | 0 | |||
Basis spread on LIBOR | 3.50% | |||
Term Loan B, USD Tranche | ||||
Line of Credit Facility [Line Items] | ||||
Debt, Long-term and Short-term, Combined Amount | $ 795,000 | |||
Description of variable rate basis | 0.50 | |||
Basis spread on LIBOR | 3.50% | |||
Term Loan B | ||||
Line of Credit Facility [Line Items] | ||||
Debt, Long-term and Short-term, Combined Amount | $ 1,076,279 | $ 1,097,302 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 9,365 | $ 9,381 |
Unrecognized Tax Benefits | 14,468 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 7,620 | |
Valuation Allowance [Line Items] | ||
Income tax expense | 9,365 | $ 9,381 |
Unrecognized Tax Benefits, Income Tax Penalties Expense | 1,500 | |
SWITZERLAND | SEC Schedule, 12-09, Valuation Allowance, Operating Loss Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | 15,060 | |
SWITZERLAND | SEC Schedule, 12-09, Valuation Allowance, Other Tax Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards | 99,924 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 360 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 410 |
Noncontrolling interests (Detai
Noncontrolling interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 06, 2019 | |
Noncontrolling Interest [Line Items] | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 129,909 | $ 131,483 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | 700 | $ 1,738 | ||
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | (1,347) | |||
Noncontrolling Interest, Change in Redemption Value | 2,075 | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 88,991 | |||
Redeemable noncontrolling interest [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | 3,652 | |||
Temporary Equity, Accretion to Redemption Value, Adjustment | 2,725 | |||
PrintBrothers [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 84,266 | |||
All Other Businesses [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 4,726 | |||
Minimum [Member] | PrintBrothers [Member] | Redeemable noncontrolling interest [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11% | |||
Maximum [Member] | PrintBrothers [Member] | Redeemable noncontrolling interest [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 12% |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | 5 | ||
Revenue | $ (703,415) | $ (657,599) | |
Other Operating Income | 62,829 | 94,435 | |
Depreciation and amortization | 40,942 | 44,432 | |
Certain impairments and other adjustments | 3,456 | 780 | |
Restructuring expense (1) | 1,820 | 309 | |
Total (loss) income from operations | (17,967) | 16,939 | |
Other income, net | 27,397 | 13,170 | |
Interest expense, net | (24,806) | (25,688) | |
(Loss) income before income taxes | (15,376) | 4,421 | |
Property, Plant and Equipment, Additions | 11,758 | 8,624 | |
Capitalization of software and website development costs | 15,330 | 15,639 | |
Long-lived assets | 493,209 | $ 505,930 | |
Goodwill | 748,055 | 766,600 | |
Intangible assets, net | 139,864 | 154,730 | |
Deferred tax assets | 114,020 | 113,088 | |
Marketable securities, non-current | 22,449 | 0 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (359,225) | (326,795) | |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (302,814) | (288,667) | |
Other Continents [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (41,376) | (42,137) | |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 90,481 | 95,589 | |
Netherlands [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 69,353 | 67,240 | |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 57,730 | 58,498 | |
Switzerland | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 71,901 | 72,394 | |
ITALY | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 45,239 | 48,262 | |
FRANCE | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 23,431 | 25,383 | |
Jamaica [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 18,341 | 18,744 | |
Australia [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 17,838 | 17,751 | |
JAPAN | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 10,489 | 11,392 | |
Other Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | 88,406 | 90,677 | |
Vista [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (368,859) | (348,778) | |
Other Operating Income | 30,737 | 66,920 | |
Depreciation and amortization | 14,670 | 16,403 | |
Property, Plant and Equipment, Additions | 3,124 | 2,478 | |
Capitalization of software and website development costs | 6,635 | 7,572 | |
Goodwill | 288,662 | 291,498 | |
Revision of segment costs [Line Items] | 1,119 | ||
Vista [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (266,486) | (244,449) | |
Vista [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (70,496) | (71,533) | |
Vista [Member] | Other Continents [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (31,877) | (32,796) | |
PrintBrothers [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (132,382) | (125,128) | |
Other Operating Income | 14,991 | 16,283 | |
Depreciation and amortization | 4,773 | 5,234 | |
Property, Plant and Equipment, Additions | 708 | 1,512 | |
Capitalization of software and website development costs | 389 | 232 | |
Goodwill | 123,398 | 130,828 | |
PrintBrothers [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
PrintBrothers [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (132,382) | (125,128) | |
The Print Group [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (74,991) | (71,155) | |
Other Operating Income | 12,220 | 14,389 | |
Depreciation and amortization | 5,862 | 6,584 | |
Property, Plant and Equipment, Additions | 4,819 | 1,428 | |
Capitalization of software and website development costs | 490 | 426 | |
Goodwill | 135,465 | 143,969 | |
The Print Group [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
The Print Group [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (74,991) | (71,155) | |
National Pen [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (76,944) | (65,422) | |
Other Operating Income | (1,297) | (8,048) | |
Depreciation and amortization | 5,891 | 5,908 | |
Property, Plant and Equipment, Additions | 1,601 | 1,188 | |
Capitalization of software and website development costs | 588 | 678 | |
National Pen [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (49,447) | (41,038) | |
National Pen [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (24,945) | (20,851) | |
National Pen [Member] | Other Continents [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (2,552) | (3,533) | |
All Other Businesses [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (50,239) | (47,116) | |
Other Operating Income | 6,178 | 4,891 | |
Depreciation and amortization | 4,516 | 5,042 | |
Property, Plant and Equipment, Additions | 1,068 | 1,515 | |
Capitalization of software and website development costs | 924 | 1,184 | |
Goodwill | 200,530 | $ 200,305 | |
All Other Businesses [Member] | North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (43,292) | (41,308) | |
All Other Businesses [Member] | Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
All Other Businesses [Member] | Other Continents [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (6,947) | (5,808) | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Other Operating Income | (34,578) | (34,153) | |
Depreciation and amortization | 5,230 | 5,261 | |
Property, Plant and Equipment, Additions | 438 | 503 | |
Capitalization of software and website development costs | 6,304 | 5,547 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (712,384) | (664,792) | |
Operating Segments [Member] | Vista [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (369,369) | (349,480) | |
Operating Segments [Member] | PrintBrothers [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (132,699) | (125,357) | |
Operating Segments [Member] | The Print Group [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (76,823) | (72,820) | |
Operating Segments [Member] | National Pen [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (81,666) | (69,264) | |
Operating Segments [Member] | All Other Businesses [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (51,827) | (47,871) | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (8,969) | (7,193) | |
Intersegment Eliminations [Member] | Vista [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (510) | (702) | |
Intersegment Eliminations [Member] | PrintBrothers [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (317) | (229) | |
Intersegment Eliminations [Member] | The Print Group [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (1,832) | (1,665) | |
Intersegment Eliminations [Member] | National Pen [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (4,722) | (3,842) | |
Intersegment Eliminations [Member] | All Other Businesses [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ (1,588) | $ (755) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 251,011 | |
Amounts accrued related to business acquisitions | 8,463 | $ 44,852 |
Third-party web services [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 80,997 | |
Inventories [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 86,678 | |
Software and Software Development Costs | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 42,238 | |
Advertising Purchase Commitment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 15,181 | |
Production and Computer Equipment [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 5,952 | |
Professional Fees [Domain] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | 5,019 | |
Other purchase commitments [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Unrecorded unconditional purchase obligation | $ 14,946 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | $ 5,975 | $ 13,449 | |
Restructuring Charges | 1,820 | $ 309 | |
Payments for Restructuring | (7,931) | ||
Restructuring Reserve, Settled without Cash | (944) | ||
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 419 | ||
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 5,975 | 13,449 | |
Restructuring Charges | 1,032 | ||
Payments for Restructuring | (7,931) | ||
Restructuring Reserve, Settled without Cash | (156) | ||
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 419 | ||
Other Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | $ 0 | ||
Restructuring Charges | 788 | ||
Restructuring Reserve, Settled without Cash | $ (788) |