Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Sep. 30, 2014 | Oct. 24, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity registrant name | 'VISTAPRINT N.V. | ' |
Entity central index key | '0001262976 | ' |
Document type | '10-Q | ' |
Document period end date | 30-Sep-14 | ' |
Amendment flag | 'false | ' |
Document fiscal year focus | '2015 | ' |
Document fiscal period focus | 'Q1 | ' |
Current fiscal year end date | '--06-30 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity filer category | 'Large Accelerated Filer | ' |
Entity common stock, shares outstanding | ' | 32,461,359 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $60,921 | $62,508 | ||
Marketable Securities | 9,399 | 13,857 | ||
Accounts receivable, net of allowances of $262 and $212, respectively | 26,111 | 23,515 | ||
Inventory | 13,004 | 12,138 | ||
Prepaid expenses and other current assets | 34,815 | 45,923 | ||
Total current assets | 144,250 | 157,941 | ||
Property, plant and equipment, net | 357,287 | 352,221 | ||
Software and web site development costs, net | 14,857 | 14,016 | ||
Deferred tax assets | 9,820 | 8,762 | ||
Goodwill | 321,743 | 317,187 | ||
Intangible Assets, net | 104,921 | 110,214 | ||
Other assets | 31,270 | 28,644 | ||
Total assets | 984,148 | 988,985 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 57,567 | 52,770 | ||
Accrued expenses | 117,976 | 121,177 | ||
Deferred revenue | 27,445 | 26,913 | ||
Deferred tax liabilities | 1,393 | 2,178 | ||
Short-term debt | 14,384 | 37,575 | ||
Other current liabilities | 170 | 888 | ||
Total current liabilities | 218,935 | 241,501 | ||
Deferred tax liabilities | 28,788 | 30,846 | ||
Lease financing obligation | 31,083 | 18,117 | ||
Long-term debt | 433,486 | [1] | 410,484 | [1] |
Other liabilities | 45,562 | 44,420 | ||
Total liabilities | 757,854 | 745,368 | ||
Commitments and contingencies (Note 15) | ' | ' | ||
Temporary Equity [Abstract] | ' | ' | ||
Redeemable noncontrolling interests (Note 13) | 10,109 | 11,160 | ||
Shareholders’ equity: | ' | ' | ||
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 32,453,590 and 32,329,244 shares outstanding, respectively | 615 | 615 | ||
Treasury shares, at cost, 11,627,037 and 11,751,383 shares, respectively | -418,968 | -423,101 | ||
Additional paid-in capital | 310,805 | 309,990 | ||
Retained earnings | 366,534 | 342,840 | ||
Accumulated other comprehensive (loss) income | -47,215 | 2,113 | ||
Total shareholders’ equity attributable to Vistaprint N.V. | 211,771 | 232,457 | ||
Noncontrolling interest | 4,414 | 0 | ||
Total shareholders' equity | 216,185 | 232,457 | ||
Total liabilities, noncontrolling interests and shareholders’ equity | $984,148 | $988,985 | ||
[1] | (1) Balances as of September 30, 2014 are inclusive of short-term and long-term debt discounts of $116 and $464, respectively. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Current Assets | ' | ' | ' | ' |
Allowance for doubtful accounts | $262 | ' | $212 | ' |
Stockholders' Equity [Abstract] | ' | ' | ' | ' |
Preferred shares, par value | ' | € 0.01 | ' | € 0.01 |
Preferred shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred shares, shares issued | 0 | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 |
Ordinary shares, par value | ' | € 0.01 | ' | € 0.01 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 44,080,627 | 44,080,627 | 44,080,627 | 44,080,627 |
Ordinary shares, shares outstanding | 32,453,590 | 32,453,590 | 32,329,244 | 32,329,244 |
Treasury shares | 11,627,037 | 11,627,037 | 11,751,383 | 11,751,383 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Revenue | $333,932 | $275,089 | ||
Cost of revenue (1) | 130,221 | [1] | 95,790 | [1] |
Technology and development expense (1) | 43,901 | [1] | 42,247 | [1] |
Marketing and selling expense (1) | 111,823 | [1] | 102,433 | [1] |
General and administrative expense (1) | 31,107 | [1] | 26,210 | [1] |
Income from operations | 16,880 | 8,409 | ||
Other income (expense), net | 12,114 | -4,826 | ||
Interest income (expense), net | -3,345 | -1,577 | ||
Income before income taxes and loss in equity interests | 25,649 | 2,006 | ||
Income tax provision | 2,232 | 815 | ||
Loss in equity interests | 0 | 779 | ||
Net income | 23,417 | 412 | ||
Add: Net loss attributable to noncontrolling interests | 277 | 0 | ||
Net income attributable to Vistaprint N.V. | 23,694 | 412 | ||
Basic net income per share attributable to Vistaprint N.V. | $0.73 | $0.01 | ||
Diluted net income per share attributable to Vistaprint N.V. | $0.71 | $0.01 | ||
Weighted average shares outstanding — basic | 32,386,820 | 32,659,375 | ||
Weighted average shares outstanding — diluted | 33,154,436 | 34,373,818 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Share-based compensation expense | 5,742 | 8,385 | ||
Cost of revenue | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Share-based compensation expense | 31 | 66 | ||
Technology and development expense | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Share-based compensation expense | 927 | 2,460 | ||
Marketing and selling expense | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Share-based compensation expense | 914 | 1,689 | ||
General and administrative expense | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Share-based compensation expense | $3,870 | $4,170 | ||
[1] | Share-based compensation is allocated as follows: |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Net income attributable to Vistaprint N.V. | $23,694 | $412 |
Other comprehensive income (loss): | ' | ' |
Net income | 23,417 | 412 |
Foreign currency translation attributable to Vistaprint N.V. | -46,257 | 6,126 |
Net unrealized gain (loss) on derivative instruments designated and qualifying as cash flow hedges | 299 | -260 |
Amounts reclassified from accumulated other comprehensive income to net income on derivative instruments | 213 | 159 |
Unrealized loss on available-for-sale-securities | -4,254 | 0 |
Unrealized loss on pension benefit obligation | -103 | 0 |
Comprehensive (loss) income | -26,685 | 6,437 |
Add: Comprehensive loss attributable to noncontrolling interests | 1,051 | 0 |
Total comprehensive (loss) income attributable to Vistaprint N.V. | ($25,634) | $6,437 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net income | $23,417 | $412 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 24,459 | 15,625 |
Share-based compensation expense | 5,742 | 8,385 |
Excess tax benefits derived from share-based compensation awards | -319 | -1,494 |
Deferred taxes | -4,157 | -2,224 |
Loss in equity interest | 0 | 779 |
Unrealized (gain) loss on derivative instruments included in net income | -3,468 | 4,856 |
Change in fair value of contingent consideration | 3,677 | 0 |
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | -10,112 | -169 |
Other non-cash items | 541 | 233 |
Changes in operating assets and liabilities excluding the effect of business acquisitions: | ' | ' |
Accounts receivable | -2,566 | -2,818 |
Inventory | -497 | 124 |
Prepaid expenses and other assets | 16,787 | -4,108 |
Accounts payable | 6,452 | -2,835 |
Accrued expenses and other liabilities | -7,336 | -16,889 |
Net cash provided by (used in) operating activities | 52,620 | -123 |
Investing activities | ' | ' |
Purchases of property, plant and equipment | -16,684 | -17,577 |
Business acquisitions, net of cash acquired | -25,907 | 0 |
Proceeds from sale of intangible assets | 0 | 137 |
Purchases of intangible assets | -85 | -75 |
Capitalization of software and website development costs | -3,539 | -1,814 |
Investment in equity interest | 0 | -100 |
Net cash used in investing activities | -46,215 | -19,429 |
Financing activities | ' | ' |
Proceeds from borrowings of debt | 100,000 | 43,500 |
Payments of debt and debt issuance costs | -103,012 | -12,637 |
Payments of withholding taxes in connection with share awards | -1,511 | -2,662 |
Payments of capital lease obligations | -1,261 | 0 |
Excess tax benefits derived from share-based compensation awards | 319 | 1,494 |
Proceeds from issuance of shares | 845 | 3,496 |
Net cash (used in) provided by financing activities | -4,620 | 33,191 |
Effect of exchange rate changes on cash | -3,372 | 947 |
Net (decrease) increase in cash and cash equivalents | -1,587 | 14,586 |
Cash and cash equivalents at beginning of period | 62,508 | 50,065 |
Cash and cash equivalents at end of period | $60,921 | $64,651 |
Description_of_the_Business_No
Description of the Business (Notes) | 3 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of the Business | ' |
Description of the Business | |
We are a technology and manufacturing-driven company that aggregates, via the Internet, large volumes of individually small, customized orders for a broad spectrum of print, signage, apparel and similar products. We produce those orders in highly automated, capital and technology intensive production facilities in a manner that we believe makes our production techniques significantly more competitive than those of traditional suppliers. We bring our products to market via various brands that deliver marketing products and services to the small business and home and family markets. These brands include Vistaprint, our leading global brand for micro business marketing products and services, as well as several brands we have acquired that serve the needs of various market segments including resellers, small and medium businesses with differentiated service needs, and consumers purchasing products for personal use. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Summary of Significant Accounting Policies | ' | |||||||
Summary of Significant Accounting Policies | ||||||||
Basis of Presentation | ||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for a fair presentation of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. | ||||||||
The consolidated financial statements include the accounts of Vistaprint N.V., its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for using the equity method and are included as investments in equity interests on the consolidated balance sheets. | ||||||||
Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015 or for any other period. The consolidated balance sheet at June 30, 2014 has been derived from our audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2014 included in the our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). | ||||||||
Certain reclassifications have been made in the prior period consolidated financial statements to conform to the current presentation. | ||||||||
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, advertising expense and related accruals, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. | ||||||||
Foreign Currency Translation | ||||||||
Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive (loss) income. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our statement of operations. The following table summarizes the components of other income (expense), net: | ||||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Gains (losses) on derivative instruments | $ | 3,451 | $ | (5,209 | ) | |||
Currency related gains, net (1) | 8,663 | 383 | ||||||
Total other income (expense), net | $ | 12,114 | $ | (4,826 | ) | |||
_____________________ | ||||||||
(1) Changes in our corporate entity operating structure, effective October 1, 2013, required us to alter our intercompany transactional and financing activities. We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and as the U.S. dollar strengthened relative to certain currencies during the three months ended September 30, 2014 we recognized significant gains. | ||||||||
Net Income Per Share Attributable to Vistaprint N.V. | ||||||||
Basic net income per share attributable to Vistaprint N.V. is computed by dividing net income attributable to Vistaprint N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Vistaprint N.V. gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”) and restricted share awards ("RSAs"), 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, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding, basic | 32,386,820 | 32,659,375 | ||||||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | 767,616 | 1,714,443 | ||||||
Shares used in computing diluted net income per share attributable to Vistaprint N.V. | 33,154,436 | 34,373,818 | ||||||
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Vistaprint N.V. | 1,065,898 | 928,215 | ||||||
Share-Based Compensation | ||||||||
During the three months ended September 30, 2014 and 2013, we recorded share-based compensation expense of $5,742 and $8,385, respectively. As of September 30, 2014, there was $40,697 of total unrecognized compensation cost related to non-vested share-based compensation arrangements, net of estimated forfeitures. This cost is expected to be recognized over a weighted average period of 2.8 years. | ||||||||
Recently Issued or Adopted Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09,"Revenue from Contracts with Customers," (ASU 2014-09) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for us on July 1, 2017 and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements. |
Fair_Value_Measurements_Notes
Fair Value Measurements (Notes) | 3 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
The following table summarizes our investments in available-for-sale securities: | ||||||||||||||||
September 30, 2014 | ||||||||||||||||
Amortized Cost Basis | Unrealized gain | Estimated Fair Value | ||||||||||||||
Available-for-sale securities | ||||||||||||||||
Plaza Create Co. Ltd. common shares (1) | $ | 4,407 | $ | 4,992 | $ | 9,399 | ||||||||||
Total investments in available-for-sale securities | $ | 4,407 | $ | 4,992 | $ | 9,399 | ||||||||||
30-Jun-14 | ||||||||||||||||
Amortized Cost Basis | Unrealized gain | Estimated Fair Value | ||||||||||||||
Available-for-sale securities | ||||||||||||||||
Plaza Create Co. Ltd. common shares (1) | $ | 4,611 | $ | 9,246 | $ | 13,857 | ||||||||||
Total investments in available-for-sale securities | $ | 4,611 | $ | 9,246 | $ | 13,857 | ||||||||||
________________________ | ||||||||||||||||
(1) On February 28, 2014, we purchased shares in our publicly traded Japanese joint venture partner. Refer to Note 13 for further discussion of the separate joint business arrangement. | ||||||||||||||||
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, 2014 | ||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active | Observable Inputs | Unobservable | ||||||||||||||
Markets for | (Level 2) | Inputs | ||||||||||||||
Identical Assets | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Available-for-sale securities | $ | 9,399 | $ | 9,399 | $ | — | $ | — | ||||||||
Currency forward contracts | 3,110 | — | 3,110 | — | ||||||||||||
Interest rate swap contracts | 102 | — | 102 | — | ||||||||||||
Total assets recorded at fair value | $ | 12,611 | $ | 9,399 | $ | 3,212 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Interest rate swap contracts | $ | (264 | ) | $ | — | $ | (264 | ) | $ | — | ||||||
Currency forward contracts | (66 | ) | — | (66 | ) | — | ||||||||||
Contingent consideration | (18,555 | ) | — | — | (18,555 | ) | ||||||||||
Total liabilities recorded at fair value | $ | (18,885 | ) | $ | — | $ | (330 | ) | $ | (18,555 | ) | |||||
30-Jun-14 | ||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active | Observable Inputs | Unobservable | ||||||||||||||
Markets for | (Level 2) | Inputs | ||||||||||||||
Identical Assets | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Available-for-sale securities | $ | 13,857 | $ | 13,857 | $ | — | $ | — | ||||||||
Currency forward contracts | 382 | — | 382 | — | ||||||||||||
Total assets recorded at fair value | $ | 14,239 | $ | 13,857 | $ | 382 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Interest rate swap contracts | $ | (745 | ) | $ | — | $ | (745 | ) | $ | — | ||||||
Currency forward contracts | (806 | ) | — | (806 | ) | — | ||||||||||
Contingent consideration | (16,072 | ) | — | — | (16,072 | ) | ||||||||||
Total liabilities recorded at fair value | $ | (17,623 | ) | $ | — | $ | (1,551 | ) | $ | (16,072 | ) | |||||
During the three months ended September 30, 2014 and the year ended June 30, 2014 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 counterparty's 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, 2014, 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. | ||||||||||||||||
Our fourth quarter fiscal 2014 acquisitions of People & Print Group and Pixartprinting provided for contingent consideration payable based on the achievement of certain financial results. For People & Print Group, the payment is contingent upon the achievement of an initial calendar year 2014 earnings before interest, taxes, depreciation and amortization (EBITDA) margin threshold but ultimately payable based on revenue and EBITDA performance for calendar year 2015. The Pixartprinting payment is contingent on the achievement of revenue and EBITDA performance for calendar year 2014. | ||||||||||||||||
The contingent consideration obligations are measured at fair value and are based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes and probabilities for the contingent consideration. We assess these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Any changes in the fair value of contingent consideration related to updated assumptions and estimates will be recognized within general and administrative expenses in the consolidated statements of operations during the period in which the change occurs. | ||||||||||||||||
The following table represents the changes in fair value of Level 3 contingent consideration: | ||||||||||||||||
Current liabilities: contingent consideration | Long-term liabilities: contingent consideration | Total contingent consideration | ||||||||||||||
Balance at June 30, 2014 | $ | 6,276 | $ | 9,796 | $ | 16,072 | ||||||||||
Fair value adjustment | 3,096 | 581 | 3,677 | |||||||||||||
Foreign currency impact | (496 | ) | (698 | ) | (1,194 | ) | ||||||||||
Balance at September 30, 2014 | $ | 8,876 | $ | 9,679 | $ | 18,555 | ||||||||||
As of September 30, 2014 and June 30, 2014, the carrying amounts of cash and cash equivalents, receivables, accounts payable, and other current liabilities approximated their estimated fair values. As of September 30, 2014, we performed an evaluation of the estimated fair value of our debt and determined that the fair value approximated the carrying value of the liability. As of June 30, 2014 the carrying value of our debt was $448,059 and the fair value was $460,098. Our debt is a variable rate debt instrument indexed to LIBOR that resets periodically. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. |
Derivative_Financial_Instrumen
Derivative Financial Instruments (Notes) | 3 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | |||||||||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||||||||||
Hedges of Interest Rate Risk | ||||||||||||||||||||||||||||
We enter into interest rate swap contracts to manage differences in the amount of our known or expected cash payments related to our debt. Our objective in using interest rate derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. 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 derivative agreements without exchange of the underlying notional amount. | ||||||||||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive (loss) income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three months ended September 30, 2014 and 2013, we did not hold any interest rate derivative instruments that were determined to be ineffective. | ||||||||||||||||||||||||||||
Amounts reported in accumulated other comprehensive (loss) income related to interest rate swap contracts will be reclassified to interest expense as interest payments are accrued or made on our variable-rate debt. Assuming these derivative instruments continue to qualify for hedge accounting, as of September 30, 2014, we estimate that $944 will be reclassified from accumulated other comprehensive (loss) income to interest income during the twelve months ending June 30, 2015. As of September 30, 2014, we had eight outstanding interest rate swap contracts indexed to one-month LIBOR. These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates from July 2014 through January 2017. Since the start date of certain contracts has not yet commenced, the notional amount of our outstanding contracts is in excess of the variable-rate debt being hedged as of the balance sheet date. | ||||||||||||||||||||||||||||
Interest rate swap contracts outstanding: | Notional Amounts | |||||||||||||||||||||||||||
Contracts accruing interest as of September 30, 2014 | $ | 255,000 | ||||||||||||||||||||||||||
Contracts with a future start date | 40,000 | |||||||||||||||||||||||||||
Total | $ | 295,000 | ||||||||||||||||||||||||||
Hedges of Currency Risk | ||||||||||||||||||||||||||||
We execute currency forward contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. We use currency derivatives, specifically currency forward contracts, to manage this exposure. We did not elect hedge accounting for our current currency forward contract activity, as we performed an analysis to evaluate the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. However, we may elect to apply hedge accounting in future scenarios. During the three months ended September 30, 2014 and 2013, we have experienced volatility within other income (expense), net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. | ||||||||||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive (loss) income and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings as a component of other income (expense), net. As of September 30, 2014, we have no outstanding currency forward contracts that qualify for hedge accounting and, as such, there are no current balances to be reclassified into earnings over the next twelve months. | ||||||||||||||||||||||||||||
As of September 30, 2014, we had the following outstanding currency forward contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Canadian Dollar, Danish Krone, The Euro, Great British Pound, Indian Rupee, New Zealand Dollar, Norwegian Krone, Swedish Krona, and Swiss Franc: | ||||||||||||||||||||||||||||
Notional Amount | Effective Date | Maturity Date | Number of Instruments | Index | ||||||||||||||||||||||||
$175,124 | December 2013 through September 2014 | Various dates through March 2016 | 266 | 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, 2014 and June 30, 2014: | ||||||||||||||||||||||||||||
30-Sep-14 | ||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in consolidated balance sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in consolidated balance sheet | Net amount | ||||||||||||||||||||
Interest rate swaps | Other non-current assets | $ | 163 | $ | (61 | ) | $ | 102 | Other current liabilities/other liabilities | $ | (264 | ) | $ | — | $ | (264 | ) | |||||||||||
Total derivatives designated as hedging instruments | $ | 163 | $ | (61 | ) | $ | 102 | $ | (264 | ) | $ | — | $ | (264 | ) | |||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||
Currency forward contracts | Other current assets / other assets | $ | 4,008 | $ | (898 | ) | $ | 3,110 | Other current liabilities | $ | (66 | ) | $ | — | $ | (66 | ) | |||||||||||
Total derivatives not designated as hedging instruments | $ | 4,008 | $ | (898 | ) | $ | 3,110 | $ | (66 | ) | $ | — | $ | (66 | ) | |||||||||||||
30-Jun-14 | ||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in consolidated balance sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in consolidated balance sheet | Net amount | ||||||||||||||||||||
Interest rate swaps | Other non-current assets | $ | — | $ | — | $ | — | Other current liabilities/other liabilities | $ | (771 | ) | $ | 26 | $ | (745 | ) | ||||||||||||
Total derivatives designated as hedging instruments | $ | — | $ | — | $ | — | $ | (771 | ) | $ | 26 | $ | (745 | ) | ||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||
Currency forward contracts | Other current assets | $ | 410 | $ | (28 | ) | $ | 382 | Other current liabilities | $ | (1,058 | ) | $ | 252 | $ | (806 | ) | |||||||||||
Total derivatives not designated as hedging instruments | $ | 410 | $ | (28 | ) | $ | 382 | $ | (1,058 | ) | $ | 252 | $ | (806 | ) | |||||||||||||
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||||||
Derivatives in Hedging Relationships | Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion) | |||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts that hedge revenue | — | (107 | ) | |||||||||||||||||||||||||
Currency contracts that hedge cost of revenue | — | 59 | ||||||||||||||||||||||||||
Currency contracts that hedge technology and development expense | — | 70 | ||||||||||||||||||||||||||
Currency contracts that hedge general and administrative expense | — | 12 | ||||||||||||||||||||||||||
Interest rate swaps | 299 | (294 | ) | |||||||||||||||||||||||||
$ | 299 | $ | (260 | ) | ||||||||||||||||||||||||
The following table presents reclassifications out of accumulated other comprehensive (loss) income for the three months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||||||
Details about Accumulated Other | Amount Reclassified from Accumulated Other Comprehensive (Loss) Income to Net Income Gain/(Loss) | Affected line item in the | ||||||||||||||||||||||||||
Comprehensive (Loss) Income Components | Statement of Operations | |||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts that hedge revenue | $ | — | $ | (120 | ) | Revenue | ||||||||||||||||||||||
Currency contracts that hedge cost of revenue | — | (112 | ) | Cost of revenue | ||||||||||||||||||||||||
Currency contracts that hedge technology and development expense | — | 122 | Technology and development expense | |||||||||||||||||||||||||
Currency contracts that hedge general and administrative expense | — | 11 | General and administrative expense | |||||||||||||||||||||||||
Interest rate swaps | (284 | ) | (75 | ) | Interest income (expense), net | |||||||||||||||||||||||
Total before income tax | (284 | ) | (174 | ) | Income (loss) before income taxes and loss in equity interests | |||||||||||||||||||||||
Income tax | 71 | 15 | Income tax provision (benefit) | |||||||||||||||||||||||||
Total | $ | (213 | ) | $ | (159 | ) | ||||||||||||||||||||||
The following table presents the adjustment to fair value recorded within the statement of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of our de-designated derivative financial instruments that no longer qualify as hedging instruments in the period: | ||||||||||||||||||||||||||||
Derivatives not classified as hedging instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income (Ineffective Portion) | ||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts | $ | 3,451 | $ | (5,209 | ) | Other income (expense), net | ||||||||||||||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Notes) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Accumulated Other Comprehensive Income | ' | |||||||||||||||||||
Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
The following table presents a roll forward of amounts recognized in accumulated other comprehensive (loss) income by component, net of tax of $129, for the three months ended September 30, 2014: | ||||||||||||||||||||
Gains (losses) on cash flow hedges | Gains (losses) on available for sale securities | Losses on pension benefit obligation | Currency translation adjustments | Total | ||||||||||||||||
Balance as of June 30, 2014 | (803 | ) | 9,246 | (2,724 | ) | (3,606 | ) | 2,113 | ||||||||||||
Other comprehensive (loss) income before reclassifications | 299 | (4,254 | ) | (103 | ) | (45,483 | ) | (49,541 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive (loss) income to net income | 213 | — | — | — | 213 | |||||||||||||||
Net current period other comprehensive (loss) income | 512 | (4,254 | ) | (103 | ) | (45,483 | ) | (49,328 | ) | |||||||||||
Balance as of September 30, 2014 | $ | (291 | ) | $ | 4,992 | $ | (2,827 | ) | $ | (49,089 | ) | $ | (47,215 | ) | ||||||
Waltham_and_Lexington_Lease_Ar
Waltham and Lexington Lease Arrangements (Notes) | 3 Months Ended |
Sep. 30, 2014 | |
Waltham and Lexington Lease [Abstract] | ' |
Waltham and Lexington Lease Arrangements Disclosure [Text Block] | ' |
Waltham and Lexington Lease Arrangements | |
In July 2013, we executed a lease agreement to move our Lexington, Massachusetts, USA operations to a yet to be constructed facility in Waltham, Massachusetts, USA. The Waltham lease will commence upon completion of the building, scheduled for the first quarter of fiscal 2016, and will extend eleven years from the commencement date. The cash expected to be paid ratably over the initial eleven-year term of the lease is approximately $119,593 starting in September 2015. | |
Concurrent with the Waltham lease negotiations, we amended our current Lexington lease, as both leases are held with the same landlord. The amendment to the Lexington lease contained a contingent feature to shorten the current term of the lease to coincide with the rent commencement date of the Waltham lease, and a second contingent feature to adjust the remaining annual rental amounts. Both of the arrangements were contingent upon the lessor obtaining certain building permits for the Waltham lease. During the quarter ended March 31, 2014, the lessor obtained all of the requisite building permits for the Waltham building construction. | |
For accounting purposes, we are deemed to be the owner of the Waltham building during the construction period and, accordingly, as of September 30, 2014 we have recorded $31,083 of construction project costs incurred by the landlord as an asset with a corresponding financing obligation. The asset is included as construction in progress in property, plant and equipment, net in the consolidated balance sheet. Once the construction is completed, we will evaluate the Waltham lease in order to determine whether or not the lease meets the criteria for "sale-leaseback" treatment. | |
Although we will not begin making cash lease payments until the lease commencement date, a portion of the Waltham lease obligation attributable to the land is treated for accounting purposes as an operating lease that commenced during the second quarter of fiscal 2014. We bifurcate our future lease payments pursuant to the lease into (i) a portion that is allocated to the building and (ii) a portion that is allocated to the land on which the building is being constructed, which will be recorded as rental expense during the construction period. We recognized non-cash rent expense of $375 in our consolidated statement of operations for the land operating lease during the three months ended September 30, 2014. |
Business_Combinations_Notes
Business Combinations (Notes) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Business Combinations [Abstract] | ' | |||||
Business Combination Disclosure [Text Block] | ' | |||||
Business Combinations | ||||||
Acquisition of FotoKnudsen | ||||||
On July 1, 2014, we acquired 100% of the outstanding shares of FotoKnudsen AS, a Norwegian photo product company focused primarily on the Norwegian markets. At closing, we paid €14,045 ($19,224 based on the exchange rate as of the date of acquisition) in cash, subject to certain post-acquisition escrow adjustments. We utilized proceeds from our credit facility to finance the acquisition. In connection with the acquisition, we incurred transaction costs related to investment banking, legal, financial, and other professional services of $394 which were recorded during the year ended June 30, 2014 in general and administrative expenses. No additional transaction costs were recorded during the three months ended September 30, 2014. | ||||||
The excess of the purchase price paid over the fair value of FotoKnudsen’s net assets was recorded as goodwill, which is primarily attributable to cost synergies expected from manufacturing efficiency opportunities and the value of the workforce of FotoKnudsen. Goodwill is not expected to be deductible for tax purposes, and has been attributed to our Albumprinter reporting unit that is part of the All Other Business Units reportable segment. The revenue and earnings included in our consolidated financial statements since the acquisition date are not material. Pro forma results of the operations have not been presented because the effects are not material to the consolidated financial statements. | ||||||
The purchase price allocation is considered provisional as the valuation and tax accounting are preliminary. The preliminary fair value of the assets acquired and liabilities assumed was: | ||||||
Weighted Average | ||||||
Amount | Useful Life in Years | |||||
Tangible assets acquired and liabilities assumed, net: | $ | (1,496 | ) | n/a | ||
Identifiable intangible assets: | ||||||
Customer relationships | 5,615 | 6 | ||||
Trade name | 2,869 | 6 | ||||
Developed technology | 734 | 2 | ||||
Goodwill | 11,502 | n/a | ||||
Total purchase price | $ | 19,224 | ||||
Goodwill_and_Acquired_Intangib
Goodwill and Acquired Intangible Assets (Notes) | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Acquired Intangible Assets | ' | |||||||||||
Goodwill and Acquired Intangible Assets | ||||||||||||
Goodwill | ||||||||||||
The carrying amount of goodwill by segment as of June 30, 2014 and September 30, 2014 is as follows: | ||||||||||||
Vistaprint Business Unit | All Other Business Units | Total | ||||||||||
Balance as of June 30, 2014 (1) | $ | 138,007 | $ | 179,180 | $ | 317,187 | ||||||
Acquisitions | — | 23,666 | 23,666 | |||||||||
Effect of currency translation adjustments (2) | (6,145 | ) | (12,965 | ) | (19,110 | ) | ||||||
Balance as of September 30, 2014 | $ | 131,862 | $ | 189,881 | $ | 321,743 | ||||||
_________________ | ||||||||||||
(1) Our segment reporting has been revised as of July 1, 2014 and, as such, we have re-allocated our goodwill by segment for the period ended June 30, 2014. See Note 14 for additional details. | ||||||||||||
(2) Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. | ||||||||||||
In connection with the July 1, 2014 revision to our reportable segments, the composition of one of our reporting units was divided and realigned to new operating segments. We reassigned the goodwill for this reporting unit using the relative fair value approach and performed a goodwill impairment test immediately before and after the reorganization of the reporting structure in order to determine whether the reorganization did not mask a goodwill impairment charge. We estimated the fair values of our reporting units using a discounted cash flow methodology. The discounted cash flows are based on our strategic plans and best estimates of revenue growth and operating profit by each reporting unit. Our analysis requires the exercise of significant judgment, including the identification of reporting units and assumptions about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. Our analysis concluded that the estimated fair value of each reporting unit sufficiently exceeds its carrying value and thus no further evaluation of impairment is necessary. | ||||||||||||
Acquired Intangible Assets | ||||||||||||
Acquired intangible assets amortization expense for the three months ended September 30, 2014 and 2013 was $6,631 and $2,304, respectively. Amortization expense has increased significantly in fiscal 2015 due to the acquisitions of People & Print Group, Pixartprinting and FotoKnudsen. |
Accrued_Expenses_Notes
Accrued Expenses (Notes) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ||||||||
Accrued expenses included the following: | ||||||||
30-Sep-14 | 30-Jun-14 | |||||||
Compensation costs (1) | $ | 33,222 | $ | 46,375 | ||||
Income and indirect taxes | 25,213 | 23,190 | ||||||
Advertising costs | 20,188 | 19,299 | ||||||
Shipping costs | 4,089 | 4,104 | ||||||
Purchases of property, plant and equipment | 4,681 | 3,687 | ||||||
Professional costs | 2,726 | 2,224 | ||||||
Other (2) | 27,857 | 22,298 | ||||||
Total accrued expenses | $ | 117,976 | $ | 121,177 | ||||
_____________________ | ||||||||
(1) The decrease in accrued compensation costs is principally a result of the payment of our fiscal 2014 annual incentive compensation plans in the three months ended September 30, 2014 offset by compensation costs accrued during fiscal 2015. | ||||||||
(2) The increase is primarily due to the increase in the short-term portion of the contingent consideration liability of $2,600 as of September 30, 2014. |
Debt_Notes
Debt (Notes) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Debt | ||||||||
September 30, 2014 | June 30, 2014 | |||||||
Current portion of long-term debt (1) | $ | 7,884 | $ | 16,375 | ||||
Short-term uncommitted credit facility | 6,500 | 21,200 | ||||||
Total short-term debt | 14,384 | 37,575 | ||||||
Long-term debt (1) | 433,486 | 410,484 | ||||||
Total debt outstanding | $ | 447,870 | $ | 448,059 | ||||
_____________________ | ||||||||
(1) Balances as of September 30, 2014 are inclusive of short-term and long-term debt discounts of $116 and $464, respectively. | ||||||||
JP Morgan Credit Facility | ||||||||
On September 23, 2014, we entered into amendment no. 2 to our credit agreement resulting in an increase to aggregate loan commitments under the credit agreement to a total of $850,000 and by increasing the commitments of many of our existing lenders. The amendment also extended the tenor of our borrowings to September 23, 2019. As of September 30, 2014, we have a committed credit facility of $850,000 as follows: | ||||||||
• | Revolving loans of $690,000 with a maturity date of September 23, 2019 | |||||||
• | Term loan of $160,000 amortizing over the loan period, with a final maturity date of September 23, 2019 | |||||||
Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on LIBOR plus 1.50% to 2.25% depending on our leverage ratio, which is the ratio of our consolidated total indebtedness to our consolidated EBITDA, as defined by the credit agreement. As of September 30, 2014, the weighted-average interest rate on outstanding borrowings was 2.18%, inclusive of interest rate swap rates. We must also pay a commitment fee on unused balances of 0.225% to 0.400% depending on our leverage ratio. We have pledged the assets and/or share capital of several of our subsidiaries as collateral for our outstanding debt as of September 30, 2014. | ||||||||
Our credit agreement contains financial and other covenants, including but not limited to limitations on (1) our incurrence of additional indebtedness and liens, (2) the consummation of certain fundamental organizational changes or intercompany activities, for example acquisitions, (3) investments and restricted payments including the amount of purchases of our ordinary shares or payments of dividends, and (4) the amount of consolidated capital expenditures that we may make in each of our fiscal years through June 30, 2019. The credit agreement also contains financial covenants calculated on a trailing twelve month, or TTM, basis that: | ||||||||
• | our total leverage ratio, which is the ratio of our consolidated total indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed 4.50 to 1.00. | |||||||
• | our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed 3.25 to 1.00. | |||||||
• | our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least 3.00 to 1.00. | |||||||
(*) The definitions of EBITDA, consolidated total indebtedness, and consolidated senior secured indebtedness are maintained in our credit agreement included as an exhibit to our Form 8-K filed on February 13, 2013, as amended by amendments no. 1 and no. 2 to the credit agreement included as exhibits to our Forms 8-K filed on January 22, 2014 and September 25, 2014. | ||||||||
Our credit agreement also contains customary representations, warranties and events of default. As of September 30, 2014, we were in compliance with all financial and other covenants under the credit agreement. | ||||||||
Additional line of credit | ||||||||
We have an uncommitted line of credit with Santander Bank, N.A, and under the terms of the agreement we may borrow up to $25,000 at any time, with a maturity date of up to 90 days from the loan origination date. Under the terms of our uncommitted line of credit, borrowings bear interest at a variable rate of interest that may change from time to time. As of September 30, 2014 the variable interest rate was determined based on LIBOR plus 1.20%. The LIBOR rate is determined on the date of borrowing and is based on the length of the specific loan. As of September 30, 2014 the weighted-average interest rate on outstanding borrowings of $6,500 was 1.32%. |
Income_Taxes_Notes
Income Taxes (Notes) | 3 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Income tax expense was $2,232 for the three months ended September 30, 2014, as compared to $815 for the same prior year period. The increase is primarily attributable to higher consolidated pre-tax earnings as compared to same prior year period, offset by tax benefits resulting from changes to our corporate entity operating structure that became effective on October 1, 2013. We made the changes to our corporate entity operating structure, which included transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving operations and business model. | |
Our consolidated annual effective tax rate is primarily impacted by changes in the amount and geographical mix of consolidated pre-tax income. For fiscal 2015, we are forecasting a lower consolidated annual effective tax rate as compared to fiscal 2014, primarily as a result of a more favorable geographical mix of consolidated pre-tax earnings and greater tax benefits recognized as a result of the changes to our corporate entity operating structure described above. We expect our cash paid for income taxes for fiscal 2015 to be higher than our income tax expense as a result of non-cash tax benefits relating to tax losses for which the cash benefit is expected to occur in a future period. | |
As of September 30, 2014, we had a net liability for unrecognized tax benefits included in the balance sheet of approximately $6,200, including accrued interest of $293. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. There have been no significant changes to the net liability during the three months ended September 30, 2014. Of the total amount of unrecognized tax benefits, approximately $3,155 will reduce the effective tax rate if recognized. | |
It is reasonably possible that a change in unrecognized tax benefits may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations. It is reasonably possible our unrecognized tax benefits will be reduced by approximately $950 sometime during fiscal 2015. 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 2007 through 2014 remain open for examination by the United States Internal Revenue Service (“IRS”) and the years 2006 through 2014 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. | |
One of our subsidiaries, Vistaprint Limited (domiciled in Bermuda), is currently under income tax audit by the IRS. In August 2012, we received a Revenue Agent's Report (“RAR”) from the IRS proposing tax assessments for the 2007 to 2009 tax years. The issue in dispute is the imposition of U.S. federal income tax based on the IRS' assertion that Vistaprint Limited had income effectively connected with a U.S. Trade or Business. The matter is currently under review by the IRS Office of Appeals. We anticipate resolution of this matter could happen sometime in fiscal year 2015. In addition, one of our U.S. subsidiaries, Vistaprint USA, Incorporated, is currently under audit by the IRS for the 2012 and 2013 tax years. | |
Vistaprint USA, Incorporated, has received Notices of Assessment from the Massachusetts Department of Revenue ("DOR") related to the tax years 2006-2008 and 2010-2011. The Notices contain adjustments to taxable income for these years. The issue in dispute is whether the DOR has the right to impute royalty income to Vistaprint USA, Incorporated in the years at issue associated with the use of certain intangible property by Vistaprint Limited, even though that intangible property was transferred for a lump-sum payment to Vistaprint Limited in an earlier year that is closed to adjustment by virtue of the governing statute of limitations. The matter was recently under review by the DOR Office of Appeals. In July 2014, we received a Letter of Determination from the Office of Appeals rejecting our Application for Abatement and upholding the DOR’s original assessments. In August 2014, we filed a petition to have our case heard by the Massachusetts Appellate Tax Board. We continue to believe that the DOR’s position has no merit, and we intend to contest these assessments to the fullest extent possible. | |
We believe that our income tax reserves associated with these matters are adequate and that the positions reported on our tax returns will be sustained on their technical merits. However, the final resolution is uncertain and there is a possibility that the final resolution could have a material impact on our financial condition, results of operations or cash flows. |
Variable_Interest_Entities_Not
Variable Interest Entities (Notes) | 3 Months Ended |
Sep. 30, 2014 | |
Variable Interest Entity [Line Items] | ' |
Variable Interest Entity Disclosure [Text Block] | ' |
Variable Interest Entities ("VIE") | |
VIE of Which We are the Primary Beneficiary | |
Investment in Printi LLC | |
On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment provides us access to a new market and the opportunity to drive longer-term growth in Brazil. We paid $8,210 in cash for preferred shares resulting in a 41.6% equity interest in Printi with call options to increase our ownership incrementally over a 9-year period. The first contingent call option is exercisable in the fourth quarter of fiscal 2015 for approximately $10,000 and would increase our ownership to 49.99%. | |
Based upon the level of equity investment at risk, Printi is considered a variable interest entity. The shareholders share profits and voting control on a pro-rata basis. While we do not manage the day to day operations of Printi, we do have the unilateral ability to exercise participating voting rights for specific transactions and as such no one shareholder is considered to be the primary beneficiary. However, certain significant shareholders cannot transfer their equity interests without our approval and as a result are considered de facto agents on our behalf in accordance with ASC 810-10-25-43. | |
In aggregating our rights, as well as those of our de facto agents, the group as a whole has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses and the right to receive benefits from the entity. In situations where a de facto agency relationship is present, one party is required to be identified as the primary beneficiary and the evaluation requires significant judgment. The factors considered include the presence of a principal/agent relationship, the relationship and significance of activities to the reporting entity, the variability associated with the VIE's anticipated economics and the design of the VIE. The analysis is qualitative in nature and is based on weighting the relative importance of each of the factors in relation to the specifics of the VIE arrangement. Upon our investment we performed an analysis and concluded that we are the party that is most closely associated with Printi, as we are most exposed to the variability of the economics and therefore considered the primary beneficiary. | |
As we are the primary beneficiary, our consolidated financial statements include the accounts of Printi from August 7, 2014. The results are immaterial to our consolidated statement of operations for the three months ended September 30, 2014. We have recognized the assets and liabilities on the basis of their fair values at the date of our investment, with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill. Of the total purchase price, $12,164 was allocated to goodwill, $4,414 to noncontrolling interests and $460 to net assets. The purchase price allocation is considered provisional as the valuation of acquired intangible assets and noncontrolling interests are preliminary. | |
VIE of Which We are Not the Primary Beneficiary | |
Namex Limited | |
In the fourth quarter of fiscal 2014, we disposed of our investment in Namex Limited and its related companies, as discussions with management identified different visions in the execution of the long-term strategic direction of the business. Prior to the sale, our investment was accounted for using the equity method, as the investment was considered a VIE and we were not the primary beneficiary. We recorded in net income a proportionate share of the earnings or losses of Namex, as well as related amortization, with a corresponding increase or decrease in the carrying value of the investment. For the three months ended September 30, 2013, we recorded a loss of $779 attributable to Namex in our consolidated statement of operations. |
Noncontrolling_interest_Notes
Noncontrolling interest (Notes) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||
Noncontrolling Interest Disclosure [Text Block] | ' | ||||||||
Noncontrolling Interests | |||||||||
In certain of our strategic investments we have purchased a controlling equity stake, but there remains a minority portion of the equity that is owned by a third party.The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control are presented as equity. | |||||||||
Redeemable noncontrolling interests | |||||||||
On April 3, 2014 we acquired 97% of the outstanding corporate capital of Pixartprinting S.p.A. The remaining 3% is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results and not solely within our control. The redeemable noncontrolling interest was recorded at its fair value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount exceeds its fair value. As of September 30, 2014, the redemption value is less than carrying value and therefore no adjustment has been made. | |||||||||
We own a 51% controlling interest in a joint business arrangement with Plaza Create Co. Ltd., a leading Japanese retailer of photo products, to expand our market presence in Japan. During fiscal 2014, we contributed $4,891 in cash and $1,100 in assets, and Plaza Create made an initial capital contribution of $4,818 in cash and $955 in assets. The 49% noncontrolling equity interest in the business is considered a redeemable noncontrolling interest as of September 30, 2014, due to certain default provisions contained in the agreement. | |||||||||
Noncontrolling interest | |||||||||
On August 7, 2014, we made a capital investment in Printi LLC as described in Note 12. The noncontrolling interest was recorded at its estimated fair value as of the investment date. The net income (loss) of the operations allocated to the noncontrolling interest will consider our stated liquidation preference in applying the income or loss to each party. | |||||||||
The following table presents the changes in our noncontrolling interests for the three months ended September 30, 2014: | |||||||||
Redeemable noncontrolling Interests | Noncontrolling interest | ||||||||
Balance as of June 30, 2014 | $ | 11,160 | $ | — | |||||
Acquisition of noncontrolling interest | — | 4,414 | |||||||
Net loss attributable to noncontrolling interest | (277 | ) | — | ||||||
Foreign currency translation | (774 | ) | — | ||||||
Balance as of September 30, 2014 | $ | 10,109 | $ | 4,414 | |||||
Segment_Information_Notes
Segment Information (Notes) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment Information | ' | |||||||
Segment Information | ||||||||
During the first quarter of fiscal 2015 we revised our internal management organizational and reporting structure to better align to our strategy of delivering mass customized products to multiple customer segments via various brands. Our operating segments are based upon our internal organization structure, 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. The CODM measures and evaluates the performance of our operating segments based on revenue and income (loss) from operations. We have identified several operating segments under our new management reporting structure which are reported in the following two reportable segments: | ||||||||
• | Vistaprint Business Unit - Aggregates the operations of our core Vistaprint branded business in the North America, Europe, Australia and New Zealand markets, and our Webs branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies. | |||||||
• | All Other Business Units - Includes the operations of our Albumprinter, People & Print Group, Pixartprinting, and Most of World business units. Our Most of World business unit is focused on our emerging market portfolio, including operations in India and Japan. These business units have been combined into one reportable segment based on materiality. | |||||||
Consistent with our historical reporting, the cost of our global legal, human resource, finance, facilities management, software and manufacturing engineering, and the global component of our IT operations functions are generally not allocated to the reporting segments and are instead reported and disclosed under the caption "Corporate and global functions." Corporate and global functions is a cost center and does not meet the definition of an operating segment. We have revised our presentation of all prior periods presented to reflect our revised segment reporting. | ||||||||
There are no internal revenue transactions between our operating segments, and we do not allocate non-operating income to our segment results. All intersegment transfers are recorded at cost for presentation to the CODM, for example, we allocate costs related to products manufactured by our global network of production facilities to the applicable operating segment. There is no intercompany profit or loss recognized on these transactions. | ||||||||
The following factors, among others, may limit the comparability of income from operations by segment: | ||||||||
• | We do not allocate support costs across operating segments or corporate and global functions. | |||||||
• | Some of our recently acquired business units are burdened by the costs of their local finance, HR, and other administrative support functions, whereas other business units leverage our global functions and do not receive an allocation for these services. | |||||||
• | Our All Other Business Units reporting segment includes our Most of World business unit, which has operating losses as it is in its early stage of investment relative to the scale of the underlying business. | |||||||
Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. | ||||||||
Revenue by segment is based on the business unit-specific websites through which the customer’s order was transacted. The following tables set forth revenue and income from operations by reportable segment. | ||||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Revenue: | ||||||||
Vistaprint Business Unit | $ | 271,685 | $ | 255,780 | ||||
All Other Business Units | 62,247 | 19,309 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Income (loss) from operations: | ||||||||
Vistaprint Business Unit | $ | 77,066 | $ | 64,928 | ||||
All Other Business Units | (5,772 | ) | (6,154 | ) | ||||
Corporate and global functions | (54,414 | ) | (50,365 | ) | ||||
Total income from operations | $ | 16,880 | $ | 8,409 | ||||
Enterprise Wide Disclosures: | ||||||||
The following tables set forth revenues by geographic area and groups of similar products and services: | ||||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 165,318 | $ | 154,900 | ||||
Non-United States (1) | 168,614 | 120,189 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Physical printed products and other (2) | $ | 315,121 | $ | 254,300 | ||||
Digital products/services | 18,811 | 20,789 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
___________________ | ||||||||
(1) Our non-United States revenue includes the Netherlands, our country of domicile. Revenue earned in any other individual country other than the United States was not greater than 10% of consolidated revenue for the years presented. | ||||||||
(2) Other revenue includes miscellaneous items which account for less than 1% of revenue. | ||||||||
The following tables set forth long-lived assets by geographic area: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Long-lived assets (3): | ||||||||
Netherlands | $ | 108,370 | $ | 106,918 | ||||
Canada | 98,692 | 100,369 | ||||||
United States | 60,926 | 49,037 | ||||||
Australia | 31,926 | 35,367 | ||||||
Switzerland | 27,089 | 31,201 | ||||||
Jamaica | 25,034 | 25,431 | ||||||
Italy | 22,027 | 20,356 | ||||||
Bermuda | 7,343 | 7,570 | ||||||
India | 8,171 | 6,958 | ||||||
Other | 13,836 | 11,674 | ||||||
Total | $ | 403,414 | $ | 394,881 | ||||
___________________ | ||||||||
(3) Excludes goodwill of $321,743 and $317,187, intangible assets, net of $104,921 and $110,214 and deferred tax assets of $9,820 and $8,762 as of September 30, 2014 and June 30, 2014, respectively. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 3 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Lease Commitments | |
We have commitments under operating leases for our facilities that expire on various dates through 2026, inclusive of the Waltham lease arrangement discussed in Note 6. Total lease expense for the three months ended September 30, 2014 and 2013 was $4,388 and $3,032, respectively. | |
We also lease certain machinery and plant equipment under both capital and operating lease agreements that expire at various dates through 2017. The aggregate carrying value of the leased equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at September 30, 2014, is $13,949, net of accumulated depreciation of $1,824; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at September 30, 2014 amounts to $10,120. | |
Purchase Obligations | |
At September 30, 2014, we had unrecorded commitments under contract of $33,200, which were principally composed of inventory purchase commitments of approximately $13,151, production and computer equipment purchases of approximately $9,401, and other unrecorded purchase commitments of $10,648. | |
Other Obligations | |
We have an outstanding installment obligation of $15,749 related to the fiscal 2012 intra-entity transfer of the intellectual property of our subsidiary Webs, Inc., which results in tax being paid over a 7.5 year term and has been classified as a deferred tax liability in our consolidated balance sheet as of September 30, 2014. | |
Legal Proceedings | |
We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. In all cases, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Basis of Presentation | ' | |||||||
Basis of Presentation | ||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for a fair presentation of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. | ||||||||
The consolidated financial statements include the accounts of Vistaprint N.V., its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we can exercise significant influence, but do not own a majority equity interest or otherwise control, are accounted for using the equity method and are included as investments in equity interests on the consolidated balance sheets. | ||||||||
Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015 or for any other period. The consolidated balance sheet at June 30, 2014 has been derived from our audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2014 included in the our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). | ||||||||
Certain reclassifications have been made in the prior period consolidated financial statements to conform to the current presentation. | ||||||||
Use of Estimates | ' | |||||||
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, advertising expense and related accruals, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. | ||||||||
Foreign Currency Translation | ' | |||||||
Foreign Currency Translation | ||||||||
Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive (loss) income. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our statement of operations. The following table summarizes the components of other income (expense), net: | ||||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Gains (losses) on derivative instruments | $ | 3,451 | $ | (5,209 | ) | |||
Currency related gains, net (1) | 8,663 | 383 | ||||||
Total other income (expense), net | $ | 12,114 | $ | (4,826 | ) | |||
_____________________ | ||||||||
(1) Changes in our corporate entity operating structure, effective October 1, 2013, required us to alter our intercompany transactional and financing activities. We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and as the U.S. dollar strengthened relative to certain currencies during the three months ended September 30, 2014 we recognized significant gains. | ||||||||
Net Income Per Share | ' | |||||||
Net Income Per Share Attributable to Vistaprint N.V. | ||||||||
Basic net income per share attributable to Vistaprint N.V. is computed by dividing net income attributable to Vistaprint N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Vistaprint N.V. gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”) and restricted share awards ("RSAs"), 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, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding, basic | 32,386,820 | 32,659,375 | ||||||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | 767,616 | 1,714,443 | ||||||
Shares used in computing diluted net income per share attributable to Vistaprint N.V. | 33,154,436 | 34,373,818 | ||||||
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Vistaprint N.V. | 1,065,898 | 928,215 | ||||||
Share-Based Compensation | ' | |||||||
Share-Based Compensation | ||||||||
During the three months ended September 30, 2014 and 2013, we recorded share-based compensation expense of $5,742 and $8,385, respectively. As of September 30, 2014, there was $40,697 of total unrecognized compensation cost related to non-vested share-based compensation arrangements, net of estimated forfeitures. This cost is expected to be recognized over a weighted average period of 2.8 years. | ||||||||
Recently Issued or Adopted Accounting Pronouncements | ' | |||||||
Recently Issued or Adopted Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09,"Revenue from Contracts with Customers," (ASU 2014-09) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for us on July 1, 2017 and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Other income (expense), net [Table Text Block] | ' | |||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Gains (losses) on derivative instruments | $ | 3,451 | $ | (5,209 | ) | |||
Currency related gains, net (1) | 8,663 | 383 | ||||||
Total other income (expense), net | $ | 12,114 | $ | (4,826 | ) | |||
_____________________ | ||||||||
(1) Changes in our corporate entity operating structure, effective October 1, 2013, required us to alter our intercompany transactional and financing activities. We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and as the U.S. dollar strengthened relative to certain currencies during the three months ended September 30, 2014 we recognized significant gains. | ||||||||
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, | ||||||||
2014 | 2013 | |||||||
Weighted average shares outstanding, basic | 32,386,820 | 32,659,375 | ||||||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | 767,616 | 1,714,443 | ||||||
Shares used in computing diluted net income per share attributable to Vistaprint N.V. | 33,154,436 | 34,373,818 | ||||||
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Vistaprint N.V. | 1,065,898 | 928,215 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value of available for sale securities | ' | |||||||||||||||
The following table summarizes our investments in available-for-sale securities: | ||||||||||||||||
September 30, 2014 | ||||||||||||||||
Amortized Cost Basis | Unrealized gain | Estimated Fair Value | ||||||||||||||
Available-for-sale securities | ||||||||||||||||
Plaza Create Co. Ltd. common shares (1) | $ | 4,407 | $ | 4,992 | $ | 9,399 | ||||||||||
Total investments in available-for-sale securities | $ | 4,407 | $ | 4,992 | $ | 9,399 | ||||||||||
30-Jun-14 | ||||||||||||||||
Amortized Cost Basis | Unrealized gain | Estimated Fair Value | ||||||||||||||
Available-for-sale securities | ||||||||||||||||
Plaza Create Co. Ltd. common shares (1) | $ | 4,611 | $ | 9,246 | $ | 13,857 | ||||||||||
Total investments in available-for-sale securities | $ | 4,611 | $ | 9,246 | $ | 13,857 | ||||||||||
________________________ | ||||||||||||||||
(1) On February 28, 2014, we purchased shares in our publicly traded Japanese joint venture partner. Refer to Note 13 for further discussion of the separate joint business arrangement. | ||||||||||||||||
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, 2014 | ||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active | Observable Inputs | Unobservable | ||||||||||||||
Markets for | (Level 2) | Inputs | ||||||||||||||
Identical Assets | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Available-for-sale securities | $ | 9,399 | $ | 9,399 | $ | — | $ | — | ||||||||
Currency forward contracts | 3,110 | — | 3,110 | — | ||||||||||||
Interest rate swap contracts | 102 | — | 102 | — | ||||||||||||
Total assets recorded at fair value | $ | 12,611 | $ | 9,399 | $ | 3,212 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Interest rate swap contracts | $ | (264 | ) | $ | — | $ | (264 | ) | $ | — | ||||||
Currency forward contracts | (66 | ) | — | (66 | ) | — | ||||||||||
Contingent consideration | (18,555 | ) | — | — | (18,555 | ) | ||||||||||
Total liabilities recorded at fair value | $ | (18,885 | ) | $ | — | $ | (330 | ) | $ | (18,555 | ) | |||||
30-Jun-14 | ||||||||||||||||
Total | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active | Observable Inputs | Unobservable | ||||||||||||||
Markets for | (Level 2) | Inputs | ||||||||||||||
Identical Assets | (Level 3) | |||||||||||||||
(Level 1) | ||||||||||||||||
Assets | ||||||||||||||||
Available-for-sale securities | $ | 13,857 | $ | 13,857 | $ | — | $ | — | ||||||||
Currency forward contracts | 382 | — | 382 | — | ||||||||||||
Total assets recorded at fair value | $ | 14,239 | $ | 13,857 | $ | 382 | $ | — | ||||||||
Liabilities | ||||||||||||||||
Interest rate swap contracts | $ | (745 | ) | $ | — | $ | (745 | ) | $ | — | ||||||
Currency forward contracts | (806 | ) | — | (806 | ) | — | ||||||||||
Contingent consideration | (16,072 | ) | — | — | (16,072 | ) | ||||||||||
Total liabilities recorded at fair value | $ | (17,623 | ) | $ | — | $ | (1,551 | ) | $ | (16,072 | ) | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||||||||
The following table represents the changes in fair value of Level 3 contingent consideration: | ||||||||||||||||
Current liabilities: contingent consideration | Long-term liabilities: contingent consideration | Total contingent consideration | ||||||||||||||
Balance at June 30, 2014 | $ | 6,276 | $ | 9,796 | $ | 16,072 | ||||||||||
Fair value adjustment | 3,096 | 581 | 3,677 | |||||||||||||
Foreign currency impact | (496 | ) | (698 | ) | (1,194 | ) | ||||||||||
Balance at September 30, 2014 | $ | 8,876 | $ | 9,679 | $ | 18,555 | ||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Derivative Instruments [Table Text Block] | ' | |||||||||||||||||||||||||||
As of September 30, 2014, we had eight outstanding interest rate swap contracts indexed to one-month LIBOR. These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates from July 2014 through January 2017. Since the start date of certain contracts has not yet commenced, the notional amount of our outstanding contracts is in excess of the variable-rate debt being hedged as of the balance sheet date. | ||||||||||||||||||||||||||||
Interest rate swap contracts outstanding: | Notional Amounts | |||||||||||||||||||||||||||
Contracts accruing interest as of September 30, 2014 | $ | 255,000 | ||||||||||||||||||||||||||
Contracts with a future start date | 40,000 | |||||||||||||||||||||||||||
Total | $ | 295,000 | ||||||||||||||||||||||||||
As of September 30, 2014, we had the following outstanding currency forward contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Canadian Dollar, Danish Krone, The Euro, Great British Pound, Indian Rupee, New Zealand Dollar, Norwegian Krone, Swedish Krona, and Swiss Franc: | ||||||||||||||||||||||||||||
Notional Amount | Effective Date | Maturity Date | Number of Instruments | Index | ||||||||||||||||||||||||
$175,124 | December 2013 through September 2014 | Various dates through March 2016 | 266 | Various | ||||||||||||||||||||||||
Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | |||||||||||||||||||||||||||
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2014 and June 30, 2014: | ||||||||||||||||||||||||||||
30-Sep-14 | ||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in consolidated balance sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in consolidated balance sheet | Net amount | ||||||||||||||||||||
Interest rate swaps | Other non-current assets | $ | 163 | $ | (61 | ) | $ | 102 | Other current liabilities/other liabilities | $ | (264 | ) | $ | — | $ | (264 | ) | |||||||||||
Total derivatives designated as hedging instruments | $ | 163 | $ | (61 | ) | $ | 102 | $ | (264 | ) | $ | — | $ | (264 | ) | |||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||
Currency forward contracts | Other current assets / other assets | $ | 4,008 | $ | (898 | ) | $ | 3,110 | Other current liabilities | $ | (66 | ) | $ | — | $ | (66 | ) | |||||||||||
Total derivatives not designated as hedging instruments | $ | 4,008 | $ | (898 | ) | $ | 3,110 | $ | (66 | ) | $ | — | $ | (66 | ) | |||||||||||||
30-Jun-14 | ||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||
Derivatives designated as hedging instruments | Balance Sheet line item | Gross amounts of recognized assets | Gross amount offset in consolidated balance sheet | Net amount | Balance Sheet line item | Gross amounts of recognized liabilities | Gross amount offset in consolidated balance sheet | Net amount | ||||||||||||||||||||
Interest rate swaps | Other non-current assets | $ | — | $ | — | $ | — | Other current liabilities/other liabilities | $ | (771 | ) | $ | 26 | $ | (745 | ) | ||||||||||||
Total derivatives designated as hedging instruments | $ | — | $ | — | $ | — | $ | (771 | ) | $ | 26 | $ | (745 | ) | ||||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||
Currency forward contracts | Other current assets | $ | 410 | $ | (28 | ) | $ | 382 | Other current liabilities | $ | (1,058 | ) | $ | 252 | $ | (806 | ) | |||||||||||
Total derivatives not designated as hedging instruments | $ | 410 | $ | (28 | ) | $ | 382 | $ | (1,058 | ) | $ | 252 | $ | (806 | ) | |||||||||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | ' | |||||||||||||||||||||||||||
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||||||
Derivatives in Hedging Relationships | Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion) | |||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts that hedge revenue | — | (107 | ) | |||||||||||||||||||||||||
Currency contracts that hedge cost of revenue | — | 59 | ||||||||||||||||||||||||||
Currency contracts that hedge technology and development expense | — | 70 | ||||||||||||||||||||||||||
Currency contracts that hedge general and administrative expense | — | 12 | ||||||||||||||||||||||||||
Interest rate swaps | 299 | (294 | ) | |||||||||||||||||||||||||
$ | 299 | $ | (260 | ) | ||||||||||||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | ' | |||||||||||||||||||||||||||
The following table presents reclassifications out of accumulated other comprehensive (loss) income for the three months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||||||
Details about Accumulated Other | Amount Reclassified from Accumulated Other Comprehensive (Loss) Income to Net Income Gain/(Loss) | Affected line item in the | ||||||||||||||||||||||||||
Comprehensive (Loss) Income Components | Statement of Operations | |||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts that hedge revenue | $ | — | $ | (120 | ) | Revenue | ||||||||||||||||||||||
Currency contracts that hedge cost of revenue | — | (112 | ) | Cost of revenue | ||||||||||||||||||||||||
Currency contracts that hedge technology and development expense | — | 122 | Technology and development expense | |||||||||||||||||||||||||
Currency contracts that hedge general and administrative expense | — | 11 | General and administrative expense | |||||||||||||||||||||||||
Interest rate swaps | (284 | ) | (75 | ) | Interest income (expense), net | |||||||||||||||||||||||
Total before income tax | (284 | ) | (174 | ) | Income (loss) before income taxes and loss in equity interests | |||||||||||||||||||||||
Income tax | 71 | 15 | Income tax provision (benefit) | |||||||||||||||||||||||||
Total | $ | (213 | ) | $ | (159 | ) | ||||||||||||||||||||||
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | ' | |||||||||||||||||||||||||||
The following table presents the adjustment to fair value recorded within the statement of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of our de-designated derivative financial instruments that no longer qualify as hedging instruments in the period: | ||||||||||||||||||||||||||||
Derivatives not classified as hedging instruments | Amount of Gain (Loss) Recognized in Income | Location of Gain (Loss) Recognized in Income (Ineffective Portion) | ||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||
In thousands | 2014 | 2013 | ||||||||||||||||||||||||||
Currency contracts | $ | 3,451 | $ | (5,209 | ) | Other income (expense), net | ||||||||||||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Schedule of accumulated other comprehensive income (loss) | ' | |||||||||||||||||||
The following table presents a roll forward of amounts recognized in accumulated other comprehensive (loss) income by component, net of tax of $129, for the three months ended September 30, 2014: | ||||||||||||||||||||
Gains (losses) on cash flow hedges | Gains (losses) on available for sale securities | Losses on pension benefit obligation | Currency translation adjustments | Total | ||||||||||||||||
Balance as of June 30, 2014 | (803 | ) | 9,246 | (2,724 | ) | (3,606 | ) | 2,113 | ||||||||||||
Other comprehensive (loss) income before reclassifications | 299 | (4,254 | ) | (103 | ) | (45,483 | ) | (49,541 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive (loss) income to net income | 213 | — | — | — | 213 | |||||||||||||||
Net current period other comprehensive (loss) income | 512 | (4,254 | ) | (103 | ) | (45,483 | ) | (49,328 | ) | |||||||||||
Balance as of September 30, 2014 | $ | (291 | ) | $ | 4,992 | $ | (2,827 | ) | $ | (49,089 | ) | $ | (47,215 | ) | ||||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Business Acquisition [Line Items] | ' | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||
The purchase price allocation is considered provisional as the valuation and tax accounting are preliminary. The preliminary fair value of the assets acquired and liabilities assumed was: | ||||||
Weighted Average | ||||||
Amount | Useful Life in Years | |||||
Tangible assets acquired and liabilities assumed, net: | $ | (1,496 | ) | n/a | ||
Identifiable intangible assets: | ||||||
Customer relationships | 5,615 | 6 | ||||
Trade name | 2,869 | 6 | ||||
Developed technology | 734 | 2 | ||||
Goodwill | 11,502 | n/a | ||||
Total purchase price | $ | 19,224 | ||||
Goodwill_and_Acquired_Intangib1
Goodwill and Acquired Intangible Assets Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of goodwill | ' | |||||||||||
The carrying amount of goodwill by segment as of June 30, 2014 and September 30, 2014 is as follows: | ||||||||||||
Vistaprint Business Unit | All Other Business Units | Total | ||||||||||
Balance as of June 30, 2014 (1) | $ | 138,007 | $ | 179,180 | $ | 317,187 | ||||||
Acquisitions | — | 23,666 | 23,666 | |||||||||
Effect of currency translation adjustments (2) | (6,145 | ) | (12,965 | ) | (19,110 | ) | ||||||
Balance as of September 30, 2014 | $ | 131,862 | $ | 189,881 | $ | 321,743 | ||||||
_________________ | ||||||||||||
(1) Our segment reporting has been revised as of July 1, 2014 and, as such, we have re-allocated our goodwill by segment for the period ended June 30, 2014. See Note 14 for additional details. | ||||||||||||
(2) Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued expenses | ' | |||||||
Accrued expenses included the following: | ||||||||
30-Sep-14 | 30-Jun-14 | |||||||
Compensation costs (1) | $ | 33,222 | $ | 46,375 | ||||
Income and indirect taxes | 25,213 | 23,190 | ||||||
Advertising costs | 20,188 | 19,299 | ||||||
Shipping costs | 4,089 | 4,104 | ||||||
Purchases of property, plant and equipment | 4,681 | 3,687 | ||||||
Professional costs | 2,726 | 2,224 | ||||||
Other (2) | 27,857 | 22,298 | ||||||
Total accrued expenses | $ | 117,976 | $ | 121,177 | ||||
_____________________ | ||||||||
(1) The decrease in accrued compensation costs is principally a result of the payment of our fiscal 2014 annual incentive compensation plans in the three months ended September 30, 2014 offset by compensation costs accrued during fiscal 2015. | ||||||||
(2) The increase is primarily due to the increase in the short-term portion of the contingent consideration liability of $2,600 as of September 30, 2014. |
Debt_Total_debt_outstanding_Ta
Debt Total debt outstanding (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Debt | ||||||||
September 30, 2014 | June 30, 2014 | |||||||
Current portion of long-term debt (1) | $ | 7,884 | $ | 16,375 | ||||
Short-term uncommitted credit facility | 6,500 | 21,200 | ||||||
Total short-term debt | 14,384 | 37,575 | ||||||
Long-term debt (1) | 433,486 | 410,484 | ||||||
Total debt outstanding | $ | 447,870 | $ | 448,059 | ||||
_____________________ | ||||||||
(1) Balances as of September 30, 2014 are inclusive of short-term and long-term debt discounts of $116 and $464, respectively. |
Noncontrolling_interest_Tables
Noncontrolling interest (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
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 changes in our noncontrolling interests for the three months ended September 30, 2014: | |||||||||
Redeemable noncontrolling Interests | Noncontrolling interest | ||||||||
Balance as of June 30, 2014 | $ | 11,160 | $ | — | |||||
Acquisition of noncontrolling interest | — | 4,414 | |||||||
Net loss attributable to noncontrolling interest | (277 | ) | — | ||||||
Foreign currency translation | (774 | ) | — | ||||||
Balance as of September 30, 2014 | $ | 10,109 | $ | 4,414 | |||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Revenue and income from operations by operating segment | ' | |||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Revenue: | ||||||||
Vistaprint Business Unit | $ | 271,685 | $ | 255,780 | ||||
All Other Business Units | 62,247 | 19,309 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Income (loss) from operations: | ||||||||
Vistaprint Business Unit | $ | 77,066 | $ | 64,928 | ||||
All Other Business Units | (5,772 | ) | (6,154 | ) | ||||
Corporate and global functions | (54,414 | ) | (50,365 | ) | ||||
Total income from operations | $ | 16,880 | $ | 8,409 | ||||
Revenues and long-lived assets by geographic area | ' | |||||||
The following tables set forth revenues by geographic area and groups of similar products and services: | ||||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 165,318 | $ | 154,900 | ||||
Non-United States (1) | 168,614 | 120,189 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
The following tables set forth long-lived assets by geographic area: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Long-lived assets (3): | ||||||||
Netherlands | $ | 108,370 | $ | 106,918 | ||||
Canada | 98,692 | 100,369 | ||||||
United States | 60,926 | 49,037 | ||||||
Australia | 31,926 | 35,367 | ||||||
Switzerland | 27,089 | 31,201 | ||||||
Jamaica | 25,034 | 25,431 | ||||||
Italy | 22,027 | 20,356 | ||||||
Bermuda | 7,343 | 7,570 | ||||||
India | 8,171 | 6,958 | ||||||
Other | 13,836 | 11,674 | ||||||
Total | $ | 403,414 | $ | 394,881 | ||||
___________________ | ||||||||
(3) Excludes goodwill of $321,743 and $317,187, intangible assets, net of $104,921 and $110,214 and deferred tax assets of $9,820 and $8,762 as of September 30, 2014 and June 30, 2014, respectively. | ||||||||
Revenue from External Customers by Products and Services [Table Text Block] | ' | |||||||
Three Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Physical printed products and other (2) | $ | 315,121 | $ | 254,300 | ||||
Digital products/services | 18,811 | 20,789 | ||||||
Total revenue | $ | 333,932 | $ | 275,089 | ||||
___________________ | ||||||||
(1) Our non-United States revenue includes the Netherlands, our country of domicile. Revenue earned in any other individual country other than the United States was not greater than 10% of consolidated revenue for the years presented. | ||||||||
(2) Other revenue includes miscellaneous items which account for less than 1% of revenue. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Reconciliation of weighted-average number of ordinary shares | ' | ' | ||
Weighted average shares outstanding, basic | 32,386,820 | 32,659,375 | ||
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs | 767,616 | 1,714,443 | ||
Shares used in computing diluted net income per share | 33,154,436 | 34,373,818 | ||
Weighted average anti-dilutive shares excluded from diluted net income per share | 1,065,898 | 928,215 | ||
Other Income and Expenses [Abstract] | ' | ' | ||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $3,451 | ($5,209) | ||
Foreign Currency Transaction Gain (Loss), Realized | 8,663 | [1] | 383 | [1] |
Other income (expense), net | $12,114 | ($4,826) | ||
[1] | (1) Changes in our corporate entity operating structure, effective October 1, 2013, required us to alter our intercompany transactional and financing activities. We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and as the U.S. dollar strengthened relative to certain currencies during the three months ended September 30, 2014 we recognized significant gains. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textuals) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Line Items] | ' | ' |
Unrecognized Share-based Compensation | $40,697 | ' |
Period for Recognition | '2 years 10 months | ' |
Share-based compensation expense | 5,742 | 8,385 |
Waltham Lease [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Construction in Progress, Gross | $31,083 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Level 3 Liability Value | ' | $16,072 | ||
Level 3 change in fair value | 3,677 | ' | ||
Level 3 effect if currency translation | -1,194 | ' | ||
Available-for-sale Securities, Amortized Cost Basis | 4,407 | [1] | 4,611 | [1] |
Available-for-sale Securities, Change in Net Unrealized Holding Gain (Loss) before Taxes | 4,992 | 9,246 | ||
Available-for-sale Securities | 9,399 | 13,857 | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Business Combination, Contingent Consideration, Liability | 18,555 | ' | ||
Debt, Carrying Value | 447,870 | 448,059 | ||
Debt, Fair Value | ' | 460,098 | ||
Pixartprinting S.p.A [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Level 3 Liability Value | ' | 6,276 | ||
Level 3 change in fair value | 3,096 | ' | ||
Level 3 effect if currency translation | -496 | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Business Combination, Contingent Consideration, Liability | 8,876 | ' | ||
People & Print Group B.V. [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Level 3 Liability Value | ' | 9,796 | ||
Level 3 change in fair value | 581 | ' | ||
Level 3 effect if currency translation | -698 | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Business Combination, Contingent Consideration, Liability | 9,679 | ' | ||
Total [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Assets, Fair Value Disclosure, Recurring | 12,611 | 14,239 | ||
Liabilities, Fair Value Disclosure, Recurring | -18,885 | -17,623 | ||
Quoted prices in active markets for identical assets (Level 1) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Assets, Fair Value Disclosure, Recurring | 9,399 | 13,857 | ||
Business Combination, Contingent Consideration, Liability | 0 | 0 | ||
Liabilities, Fair Value Disclosure, Recurring | ' | ' | ||
Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Assets, Fair Value Disclosure, Recurring | 3,212 | 382 | ||
Business Combination, Contingent Consideration, Liability | 0 | 0 | ||
Liabilities, Fair Value Disclosure, Recurring | -330 | -1,551 | ||
Significant unobservable inputs (Level 3) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Assets, Fair Value Disclosure, Recurring | ' | ' | ||
Business Combination, Contingent Consideration, Liability | -18,555 | -16,072 | ||
Liabilities, Fair Value Disclosure, Recurring | -18,555 | -16,072 | ||
Foreign Exchange Forward [Member] | Total [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 3,110 | 382 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | -66 | -806 | ||
Foreign Exchange Forward [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | ' | 0 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | ||
Foreign Exchange Forward [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | -66 | -806 | ||
Foreign Exchange Forward [Member] | Significant unobservable inputs (Level 3) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | ||
Interest Rate Swap [Member] | Total [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 102 | 13,857 | ||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | -264 | -745 | ||
Interest Rate Swap [Member] | Quoted prices in active markets for identical assets (Level 1) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 0 | 13,857 | ||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | ' | 0 | ||
Interest Rate Swap [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 102 | 0 | ||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | -264 | -745 | ||
Interest Rate Swap [Member] | Significant unobservable inputs (Level 3) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | 0 | 0 | ||
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | ' | 0 | ||
Available-for-sale Securities [Member] | Total [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities | 9,399 | ' | ||
Available-for-sale Securities [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities | 0 | ' | ||
Available-for-sale Securities [Member] | Significant unobservable inputs (Level 3) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities | 0 | ' | ||
Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Significant other observable inputs (Level 2) [Member] | Fair value, recurring measurements [Member] | ' | ' | ||
Assets, Fair Value Disclosure [Abstract] | ' | ' | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | $3,110 | $382 | ||
[1] | (1) On February 28, 2014, we purchased shares in our publicly traded Japanese joint venture partner. Refer to Note 13 for further discussion of the separate joint business arrangement. |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | Interest Expense [Member] | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Cost of revenue | Cost of revenue | Technology and development expense | Technology and development expense | General and administrative expense | General and administrative expense | Fair value, recurring measurements [Member] | Fair value, recurring measurements [Member] | Fair value, recurring measurements [Member] | Fair value, recurring measurements [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | |||
Minimum [Member] | Maximum [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Significant other observable inputs (Level 2) [Member] | Significant other observable inputs (Level 2) [Member] | Significant other observable inputs (Level 2) [Member] | Significant other observable inputs (Level 2) [Member] | Interest Expense [Member] | Interest Expense [Member] | Sales Revenue, Goods, Net [Member] | Sales Revenue, Goods, Net [Member] | Cost of revenue | Cost of revenue | Technology and development expense | Technology and development expense | General and administrative expense | General and administrative expense | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Fair value, recurring measurements [Member] | Fair value, recurring measurements [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | |||||||||
Interest Rate Swap [Member] | Interest Rate Swap [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Currency Swap [Member] | Income (loss) before taxes [Member] | Income (loss) before taxes [Member] | Income Taxes [Member] | Income Taxes [Member] | Significant other observable inputs (Level 2) [Member] | Significant other observable inputs (Level 2) [Member] | |||||||||||||||||||||||||||
Interest Rate Swap [Member] | Interest Rate Swap [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Asset, Fair Value, Gross Asset | ' | ' | $163 | $0 | ' | ' | ' | ' | $4,008 | $410 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,008 | $410 | ' | ' | $163 | $0 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 3,451 | -5,209 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | ' | ' | ' | ' | 944 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount of Interest Rate Derivatives | ' | ' | ' | ' | 255,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional value of contracts with future start date | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount of Foreign Currency Derivatives | 175,124 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Maturity Date | ' | ' | ' | ' | ' | 31-Dec-14 | 31-Dec-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Number of Instruments Held | ' | ' | ' | ' | 8 | ' | ' | 266 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Underlying Basis | ' | ' | ' | ' | 'one-month LIBOR | ' | ' | 'Various | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swap Contracts, Liability, Fair Value Disclosure | ' | ' | ' | -745 | ' | ' | ' | ' | ' | -806 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -264 | -745 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign Currency Contract, Asset, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 382 | 3,110 | 382 | ' | ' |
Foreign Currency Contracts, Liability, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -66 | -806 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Swap Contracts, Assets, Fair Value Disclosure | ' | ' | ' | 0 | ' | ' | ' | ' | 3,110 | 382 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 299 | -260 | ' | ' | ' | ' | ' | ' | ' | ' | 299 | -294 | 0 | -107 | 0 | 59 | 0 | 70 | 0 | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 284 | 75 | 0 | -120 | 0 | 112 | 0 | -122 | 0 | -11 | -213 | -159 | -284 | -174 | 71 | 15 | ' | ' | ' | ' | ' | ' |
Total current and future notional amount | 295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income before income taxes and loss in equity interests | 25,649 | 2,006 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Asset, Fair Value, Gross Liability | ' | ' | -61 | 0 | ' | ' | ' | ' | -898 | -28 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -898 | -28 | ' | ' | -61 | 0 |
Interest Rate Cash Flow Hedge Asset at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 102 | 0 |
Derivative Liability, Fair Value, Gross Liability | ' | ' | -264 | -771 | ' | ' | ' | ' | -66 | -1,058 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -66 | -1,058 | ' | ' | -264 | -771 |
Derivative Liability, Fair Value, Gross Asset | ' | ' | 0 | 26 | ' | ' | ' | ' | 0 | 252 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 252 | ' | ' | 0 | 26 |
Derivative, Net Liability Position, Aggregate Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -66 | -806 | ' | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($264) | ($745) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Accumulated other comprehensive income (loss), tax | $129 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Accumulated other comprehensive loss | 2,113 |
Other comprehensive (loss) income before reclassifications | -49,541 |
Amounts reclassified from accumulated other comprehensive (loss) income to net income | -213 |
Net current period other comprehensive (loss) income | -49,328 |
Accumulated other comprehensive loss | -47,215 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Accumulated other comprehensive loss | -803 |
Other comprehensive (loss) income before reclassifications | 299 |
Amounts reclassified from accumulated other comprehensive (loss) income to net income | -213 |
Net current period other comprehensive (loss) income | 512 |
Accumulated other comprehensive loss | -291 |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Accumulated other comprehensive loss | 9,246 |
Other comprehensive (loss) income before reclassifications | -4,254 |
Amounts reclassified from accumulated other comprehensive (loss) income to net income | 0 |
Net current period other comprehensive (loss) income | -4,254 |
Accumulated other comprehensive loss | 4,992 |
Accumulated Translation Adjustment [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Accumulated other comprehensive loss | -3,606 |
Other comprehensive (loss) income before reclassifications | -45,483 |
Amounts reclassified from accumulated other comprehensive (loss) income to net income | 0 |
Net current period other comprehensive (loss) income | -45,483 |
Accumulated other comprehensive loss | -49,089 |
Pension Plan, Defined Benefit [Member] | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Accumulated other comprehensive loss | -2,724 |
Other comprehensive (loss) income before reclassifications | -103 |
Amounts reclassified from accumulated other comprehensive (loss) income to net income | 0 |
Net current period other comprehensive (loss) income | -103 |
Accumulated other comprehensive loss | ($2,827) |
Waltham_and_Lexington_Lease_Ar1
Waltham and Lexington Lease Arrangements (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Real Estate Properties [Line Items] | ' | ' |
Operating Leases, Rent Expense | $4,388 | $3,032 |
Waltham Lease [Member] | ' | ' |
Real Estate Properties [Line Items] | ' | ' |
Operating Leases, Rent Expense, Minimum Rentals | 119,593 | ' |
Construction in Progress, Gross | 31,083 | ' |
Operating Leases, Rent Expense | $375 | ' |
Business_Combinations_Details
Business Combinations (Details) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 01, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 01, 2014 | Sep. 30, 2014 | Jul. 01, 2014 | Sep. 30, 2014 | Jul. 01, 2014 |
USD ($) | EUR (€) | USD ($) | USD ($) | Pixartprinting S.p.A [Member] | People & Print Group B.V. [Member] | Trade Names [Member] | Trade Names [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Customer Relationships [Member] | Customer Relationships [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cash Paid | $19,224 | € 14,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 321,743 | ' | 11,502 | 317,187 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | ' | ' | ' | ' | ' | ' | 2,869 | ' | 734 | ' | 5,615 |
Identifiable intangible assets, useful life (in years) | ' | ' | ' | ' | ' | ' | '6 years | ' | '2 years | ' | '6 years | ' |
Total purchase price | 19,224 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | $18,555 | ' | ' | ' | $8,876 | $9,679 | ' | ' | ' | ' | ' | ' |
Business_Combinations_Details_
Business Combinations (Details Textual) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jul. 01, 2014 |
USD ($) | EUR (€) | USD ($) | USD ($) | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Percentage of Voting Interests Acquired | ' | ' | ' | 100.00% |
Business Acquisition, Cash Paid | $19,224 | € 14,045 | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | ' | ' | ' | -1,496 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Goodwill | 321,743 | ' | 317,187 | 11,502 |
Total purchase price | 19,224 | ' | ' | ' |
Professional Fees | ' | ' | $394 | ' |
Goodwill_and_Acquired_Intangib2
Goodwill and Acquired Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Goodwill [Roll Forward] | ' | |
Beginning Balance | $317,187 | |
Acquisitions | 23,666 | |
Effect of currency translation adjustments | -19,110 | |
Ending Balance | 321,743 | |
Vistaprint Business Unit [Member] | ' | |
Goodwill [Roll Forward] | ' | |
Beginning Balance | 138,007 | [1] |
Acquisitions | 0 | |
Effect of currency translation adjustments | -6,145 | [2] |
Ending Balance | 131,862 | |
All Other Business Units [Member] | ' | |
Goodwill [Roll Forward] | ' | |
Beginning Balance | 179,180 | [1] |
Acquisitions | 23,666 | |
Effect of currency translation adjustments | -12,965 | [2] |
Ending Balance | $189,881 | |
[1] | Our segment reporting has been revised as of July 1, 2014 and, as such, we have re-allocated our goodwill by segment for the period ended June 30, 2014. See Note 14 for additional details. | |
[2] | Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar. |
Goodwill_and_Acquired_Intangib3
Goodwill and Acquired Intangible Assets Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Goodwill and Acquired Intangible Assets Intangible Assets [Abstract] | ' | ' |
Intangible assets amortization expense | $6,631 | $2,304 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Thousands, unless otherwise specified | ||||
Payables and Accruals [Abstract] | ' | ' | ||
Compensation costs | $33,222 | [1] | $46,375 | [1] |
Accrued Advertising | 20,188 | 19,299 | ||
Income and indirect taxes | 25,213 | 23,190 | ||
Shipping costs | 4,089 | 4,104 | ||
Purchases of property, plant and equipment | 4,681 | 3,687 | ||
Professional costs | 2,726 | 2,224 | ||
Other | 27,857 | [2] | 22,298 | [2] |
Accrued Liabilities | 117,976 | 121,177 | ||
Business Combination, Contingent Consideration, Liability, Current | $2,600 | ' | ||
[1] | The decrease in accrued compensation costs is principally a result of the payment of our fiscal 2014 annual incentive compensation plans in the three months ended September 30, 2014 offset by compensation costs accrued during fiscal 2015. | |||
[2] | The increase is primarily due to the increase in the short-term portion of the contingent consideration liability of $2,600 as of September 30, 2014. |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Borrowing Capacity, Future Periods | $850,000 | ' | ||
Short-term debt | 14,384 | 37,575 | ||
Long-term debt | 433,486 | [1] | 410,484 | [1] |
Debt, Carrying Value | 447,870 | 448,059 | ||
Description of variable rate basis | 'LIBOR | ' | ||
Line of Credit [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maximum borrowing capacity | 25,000 | ' | ||
Short-term debt | 6,500 | 21,200 | ||
Basis spread on LIBOR | 1.20% | ' | ||
Weighted average interest rate | 1.32% | ' | ||
Short-term Debt [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Debt Instrument, Unamortized Discount | 116 | ' | ||
Term Loan [Domain] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Long-term Debt, Gross | 160,000 | ' | ||
Line of Credit [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Current borrowing capacity | 850,000 | ' | ||
Current portion of long-term debt | 7,884 | [1] | 16,375 | [1] |
Senior unsecured revolving credit facility [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Weighted average interest rate | 2.18% | ' | ||
Senior unsecured revolving credit facility [Member] | Minimum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Basis spread on LIBOR | 1.50% | ' | ||
Commitment fee (percentage) | 0.23% | ' | ||
Senior leverage ratio, current year | '1.00 | ' | ||
Interest coverage ratio | 100.00% | ' | ||
Senior unsecured revolving credit facility [Member] | Maximum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Basis spread on LIBOR | 2.25% | ' | ||
Commitment fee (percentage) | 0.40% | ' | ||
Senior leverage ratio, current year | '4.50 | ' | ||
Interest coverage ratio | 300.00% | ' | ||
Secured Debt [Member] | Minimum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Senior leverage ratio, current year | '1.00 | ' | ||
Secured Debt [Member] | Maximum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Senior leverage ratio, current year | '3.25 | ' | ||
Long-term Debt [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Debt Instrument, Unamortized Discount | 464 | ' | ||
Revolving Loan, Maturity September 23, 2019 [Member] | Line of Credit [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maximum borrowing capacity | $690,000 | ' | ||
[1] | (1) Balances as of September 30, 2014 are inclusive of short-term and long-term debt discounts of $116 and $464, respectively. |
Income_Taxes_Income_Taxes_Deta
Income Taxes Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Income tax provision | $2,232 | $815 |
Unrecognized Tax Benefits | 6,200 | ' |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 293 | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 3,155 | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $950 | ' |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 01, 2014 | Jun. 30, 2014 |
Variable Interest Entity [Line Items] | ' | ' | ' | ' |
Income (Loss) from Equity Method Investments | $0 | ($779) | ' | ' |
Goodwill | 321,743 | ' | 11,502 | 317,187 |
Noncontrolling interest | 4,414 | ' | ' | 0 |
Payments to Acquire Variable Interest Entity | 8,210 | ' | ' | ' |
Cost of variable interest entity call option | 10,000 | ' | ' | ' |
Ownership percentage in VIE after exercise of call option | 49.99% | ' | ' | ' |
Printi LLC [Member] | ' | ' | ' | ' |
Variable Interest Entity [Line Items] | ' | ' | ' | ' |
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net | 460 | ' | ' | ' |
Goodwill | $12,164 | ' | ' | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 41.60% | ' | ' | ' |
Noncontrolling_interest_Detail
Noncontrolling interest (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Pixartprinting S.p.A [Member] | Pixartprinting S.p.A [Member] | Vistaprint Japan Co., Ltd. [Member] | Parent [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | Redeemable noncontrolling interest [Member] | Redeemable noncontrolling interest [Member] | ||
Vistaprint Japan Co., Ltd. [Member] | Vistaprint Japan Co., Ltd. [Member] | |||||||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | 97.00% | 51.00% | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' | $4,414 | $0 | ' | $10,109 | $11,160 |
Acquisition of noncontrolling interest | 4,414 | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Net Income (Loss) Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' | 0 | ' | ' | -277 | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | 3.00% | ' | 49.00% | ' | ' | ' | ' | ' | ' |
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' | 0 | ' | ' | -774 | ' |
Payments to Acquire Interest in Joint Venture | ' | ' | ' | ' | 4,891 | ' | ' | ' | ' | ' |
Contribution of Property | ' | ' | ' | ' | 1,100 | ' | ' | 955 | ' | ' |
Proceeds from Contributions from Affiliates | ' | ' | ' | ' | ' | ' | ' | $4,818 | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Intangible Assets, net | $104,921 | ' | $110,214 | ||
Revenue: | ' | ' | ' | ||
Total Revenue | 333,932 | 275,089 | ' | ||
Income from Operations: | ' | ' | ' | ||
Operating Income (Loss) | 16,880 | 8,409 | ' | ||
Vistaprint Business Unit [Member] | ' | ' | ' | ||
Revenue: | ' | ' | ' | ||
Total Revenue | 271,685 | 255,780 | ' | ||
All Other Business Units [Member] | ' | ' | ' | ||
Revenue: | ' | ' | ' | ||
Total Revenue | 62,247 | 19,309 | ' | ||
Income from Operations: | ' | ' | ' | ||
Operating Income (Loss) | -5,772 | -6,154 | ' | ||
Physical printed products and other [Member] | ' | ' | ' | ||
Revenue: | ' | ' | ' | ||
Total Revenue | 315,121 | [1] | 254,300 | [1] | ' |
Vistaprint Business Unit [Member] | ' | ' | ' | ||
Income from Operations: | ' | ' | ' | ||
Operating Income (Loss) | $77,066 | $64,928 | ' | ||
[1] | Other revenue includes miscellaneous items which account for less than 1% of revenue. |
Segment_Information_Details_1
Segment Information (Details 1) (USD $) | 3 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 01, 2014 | Jun. 30, 2014 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | |||
Operating Income (Loss) | $16,880 | $8,409 | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 403,414 | [1] | ' | ' | 394,881 | [1] | |
Revenues and long-lived assets by geographic areas | ' | ' | ' | ' | |||
Total Revenue | 333,932 | 275,089 | ' | ' | |||
Segment Information Textuals Abstract | ' | ' | ' | ' | |||
Goodwill | 321,743 | ' | 11,502 | 317,187 | |||
Deferred tax assets | 9,820 | ' | ' | 8,762 | |||
Intangible Assets, net | 104,921 | ' | ' | 110,214 | |||
Installment obligation | 15,749 | ' | ' | ' | |||
Digital products/services [Member] | ' | ' | ' | ' | |||
Revenues and long-lived assets by geographic areas | ' | ' | ' | ' | |||
Total Revenue | 18,811 | 20,789 | ' | ' | |||
Physical printed products and other [Member] | ' | ' | ' | ' | |||
Revenues and long-lived assets by geographic areas | ' | ' | ' | ' | |||
Total Revenue | 315,121 | [2] | 254,300 | [2] | ' | ' | |
Netherlands [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 108,370 | ' | ' | 106,918 | |||
Canada [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 98,692 | ' | ' | 100,369 | |||
Australia [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 31,926 | ' | ' | 35,367 | |||
UNITED STATES | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 60,926 | ' | ' | 49,037 | |||
Revenues and long-lived assets by geographic areas | ' | ' | ' | ' | |||
Total Revenue | 165,318 | 154,900 | ' | ' | |||
Non-United States [Member] | ' | ' | ' | ' | |||
Revenues and long-lived assets by geographic areas | ' | ' | ' | ' | |||
Total Revenue | 168,614 | [3] | 120,189 | [3] | ' | ' | |
Jamaica [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 25,034 | ' | ' | 25,431 | |||
ITALY | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 22,027 | ' | ' | 20,356 | |||
Bermuda [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 7,343 | ' | ' | 7,570 | |||
Switzerland [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 27,089 | ' | ' | 31,201 | |||
India | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 8,171 | ' | ' | 6,958 | |||
Other [Member] | ' | ' | ' | ' | |||
Long-Lived Assets | ' | ' | ' | ' | |||
Long-live assets | 13,836 | ' | ' | 11,674 | |||
Corporate And Global Functions [Member] | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | |||
Operating Income (Loss) | ($54,414) | ($50,365) | ' | ' | |||
[1] | Excludes goodwill of $321,743 and $317,187, intangible assets, net of $104,921 and $110,214 and deferred tax assets of $9,820 and $8,762 as of September 30, 2014 and June 30, 2014, respectively. | ||||||
[2] | Other revenue includes miscellaneous items which account for less than 1% of revenue. | ||||||
[3] | Our non-United States revenue includes the Netherlands, our country of domicile. Revenue earned in any other individual country other than the United States was not greater than 10% of consolidated revenue for the years presented. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Commitments And Contingencies (Textuals) [Abstract] | ' | ' | ' |
Total lease expense | $4,388 | $3,032 | ' |
Unrecorded unconditional purchase obligation | 33,200 | ' | ' |
Tax payment term | '7 years 6 months | ' | ' |
Installment obligation | 15,749 | ' | ' |
Capital Leased Assets | 13,949 | ' | ' |
Capital lease asset, accumulated depreciation | ' | ' | 1,824 |
Capital Lease Obligations | ' | ' | 10,120 |
Inventory | ' | ' | ' |
Commitments And Contingencies (Textuals) [Abstract] | ' | ' | ' |
Unrecorded unconditional purchase obligation | 13,151 | ' | ' |
Production and Computer Equipment [Domain] | ' | ' | ' |
Commitments And Contingencies (Textuals) [Abstract] | ' | ' | ' |
Unrecorded unconditional purchase obligation | 9,401 | ' | ' |
Other purchase commitments [Member] | ' | ' | ' |
Commitments And Contingencies (Textuals) [Abstract] | ' | ' | ' |
Unrecorded unconditional purchase obligation | $10,648 | ' | ' |