CURRENT REPORT |
Pursuant to Section 13 or 15(d) |
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): October 28, 2015 |
The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Date: October 28, 2015 | CIMPRESS N.V. | |
By: | /s/Sean E. Quinn | |
Sean E. Quinn | ||
Senior Vice President and Chief Financial Officer |
Exhibit | ||
No. | Description | |
99.1 | Press release dated October 28, 2015 entitled “Cimpress Reports First Quarter Fiscal Year 2016 Financial Results” |
• | First quarter 2016 results: |
◦ | Revenue grew 13 percent year over year to $375.7 million |
◦ | Revenue grew 11 percent year over year excluding the impact of currency exchange rate fluctuations and revenue from businesses acquired during the past twelve months |
◦ | GAAP net income per diluted share was $0.30 in the first quarter of 2016 versus GAAP net income per diluted share of $0.71 in the year ago period |
◦ | Adjusted net operating profit after tax was $16.4 million versus $22.6 million in the year ago period. |
• | Revenue for the first quarter of fiscal year 2016 was $375.7 million, a 13 percent increase compared to revenue of $333.9 million reported in the same quarter a year ago. The year-over-year strengthening of the U.S. Dollar negatively impacted our revenue growth rate. Excluding the estimated impact from currency exchange rate fluctuations, revenue growth was 21 percent, and excluding both currency impact and revenue from businesses acquired during the past twelve months, revenue grew 11 percent year over year in the first quarter. |
• | Gross margin (revenue minus the cost of revenue as a percent of total revenue) in the first quarter was 58.1 percent, down from 61.0 percent in the same quarter a year ago due primarily to the increased weighting of our Upload and Print businesses. |
• | Adjusted net operating profit after tax for the first quarter, which is defined at the end of this press release, was $16.4 million, or 4.4 percent of revenue, down from $22.6 million, or 6.8 percent of revenue, in the same quarter a year ago. |
• | Operating income in the first quarter was $12.1 million, or 3.2 percent of revenue, a decrease in both absolute dollars and as a percent of revenue compared to $16.9 million, or 5.0 percent of revenue, in the same quarter a year ago. |
• | GAAP net income for the first quarter was $10.0 million, or 2.7 percent of revenue, compared to GAAP net income of $23.7 million, or 7.1 percent of revenue in the same quarter a year ago. In addition to increased investment levels described above, this |
• | GAAP net income per diluted share for the first quarter was $0.30, versus $0.71 in the same quarter a year ago. |
• | Capital expenditures in the first quarter were $24.4 million, or 6.5 percent of revenue. |
• | During the first quarter, the company generated $25.7 million of cash from operations and $(1.9) million in free cash flow, which is defined at the end of this press release. |
• | As of September 30, 2015, the company had $93.8 million in cash and cash equivalents and $655.3 million of debt net of issuance costs. After considering debt covenant limitations, as of September 30, 2015 the company had $430.7 million available for borrowing under its committed credit facility. |
• | During the quarter, the company purchased 1,976,250 of its ordinary shares for $140.2 million, inclusive of transaction costs, at an average per-share cost of $70.95, as part of the share repurchase program authorized by the Supervisory Board in December 2014. |
• | Strategic Objective: To be the world leader in mass customization. By mass customization, we mean producing, with the reliability, quality and affordability of mass production, small individual orders where each and every one embodies the personal relevance inherent to customized physical products. |
• | Financial Objective: To maximize intrinsic value per share, defined as (a) the unlevered free cash flow per share that, in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per share. |
September 30, 2015 | June 30, 2015 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 93,816 | $ | 103,584 | |||
Marketable securities | 5,745 | 6,910 | |||||
Accounts receivable, net of allowances of $351 and $372, respectively | 38,699 | 32,145 | |||||
Inventory | 19,835 | 18,356 | |||||
Prepaid expenses and other current assets¹ | 59,274 | 55,103 | |||||
Total current assets | 217,369 | 216,098 | |||||
Property, plant and equipment, net | 495,097 | 467,511 | |||||
Software and web site development costs, net | 23,332 | 22,109 | |||||
Deferred tax assets | 19,016 | 17,172 | |||||
Goodwill | 408,767 | 400,629 | |||||
Intangible Assets, net | 155,471 | 151,063 | |||||
Other assets¹ | 24,621 | 25,213 | |||||
Total assets | $ | 1,343,673 | $ | 1,299,795 | |||
Liabilities and shareholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 65,768 | $ | 65,875 | |||
Accrued expenses | 179,155 | 172,826 | |||||
Deferred revenue | 23,378 | 23,407 | |||||
Deferred tax liabilities | 1,752 | 1,043 | |||||
Short-term debt¹ | 18,001 | 21,057 | |||||
Other current liabilities | 23,889 | 21,470 | |||||
Total current liabilities | 311,943 | 305,678 | |||||
Deferred tax liabilities | 49,970 | 48,007 | |||||
Other liabilities | 62,019 | 52,073 | |||||
Lease financing obligation | 107,233 | 93,841 | |||||
Long-term debt¹ | 637,316 | 493,039 | |||||
Total liabilities | 1,168,481 | 992,638 | |||||
Commitments and contingencies | |||||||
Redeemable noncontrolling interests | 65,120 | 57,738 | |||||
Shareholders’ equity: | |||||||
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding | — | — | |||||
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 31,388,226 and 33,203,065 shares outstanding, respectively | 615 | 615 | |||||
Treasury shares, at cost, 12,692,401 and 10,877,562 shares, respectively | (547,448 | ) | (412,132 | ) | |||
Additional paid-in capital | 324,370 | 324,281 | |||||
Retained earnings | 442,804 | 435,052 | |||||
Accumulated other comprehensive loss | (110,653 | ) | (98,909 | ) | |||
Total shareholders’ equity attributable to Cimpress N.V. | 109,688 | 248,907 | |||||
Non controlling interest | 384 | 512 | |||||
Total Shareholders Equity | $ | 110,072 | $ | 249,419 | |||
Total liabilities and shareholders’ equity | $ | 1,343,673 | $ | 1,299,795 |
Three Months Ended September 30, | |||||||
2015 | 2014 | ||||||
Revenue | $ | 375,748 | $ | 333,932 | |||
Cost of revenue (1) | 157,283 | 130,220 | |||||
Technology and development expense (1) | 51,086 | 43,905 | |||||
Marketing and selling expense (1) | 122,135 | 111,827 | |||||
General and administrative expense (1) | 33,159 | 31,121 | |||||
Income from operations | 12,085 | 16,859 | |||||
Other income, net | 9,242 | 12,135 | |||||
Interest expense, net | (8,126 | ) | (3,345 | ) | |||
Income before income taxes | 13,201 | 25,649 | |||||
Income tax provision | 3,940 | 2,232 | |||||
Net income | 9,261 | 23,417 | |||||
Add: Net loss attributable to noncontrolling interest | 749 | 277 | |||||
Net income attributable to Cimpress N.V. | 10,010 | 23,694 | |||||
Basic net income per share attributable to Cimpress N.V. | $ | 0.31 | $ | 0.73 | |||
Diluted net income per share attributable to Cimpress N.V. | $ | 0.30 | $ | 0.71 | |||
Weighted average shares outstanding — basic | 32,528,583 | 32,386,820 | |||||
Weighted average shares outstanding — diluted | 33,534,808 | 33,154,436 |
Three Months Ended September 30, | |||||||
2015 | 2014 | ||||||
Cost of revenue | $ | 26 | $ | 31 | |||
Technology and development expense | 1,330 | 927 | |||||
Marketing and selling expense | 411 | 914 | |||||
General and administrative expense | 4,423 | 3,870 |
Three Months Ended September 30, | |||||||
2015 | 2014 | ||||||
Operating activities | |||||||
Net income | $ | 9,261 | $ | 23,417 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 30,258 | 24,459 | |||||
Share-based compensation expense | 6,190 | 5,742 | |||||
Excess tax benefits derived from share-based compensation awards | (1,709 | ) | (319 | ) | |||
Deferred taxes | (3,644 | ) | (4,157 | ) | |||
Unrealized gain on derivative instruments included in net income | (2,052 | ) | (3,468 | ) | |||
Change in fair value of contingent consideration | — | 3,677 | |||||
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency | (7,793 | ) | (10,112 | ) | |||
Other non-cash items | 887 | 541 | |||||
Gain on proceeds from insurance | (1,587 | ) | — | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (5,943 | ) | (2,566 | ) | |||
Inventory | (1,710 | ) | (497 | ) | |||
Prepaid expenses and other assets | 3,157 | 16,787 | |||||
Accounts payable | 10,520 | 6,452 | |||||
Accrued expenses and other liabilities | (10,118 | ) | (7,336 | ) | |||
Net cash provided by operating activities | 25,717 | 52,620 | |||||
Investing activities | |||||||
Purchases of property, plant and equipment | (24,393 | ) | (16,684 | ) | |||
Business acquisitions, net of cash acquired | (22,815 | ) | (25,907 | ) | |||
Purchases of intangible assets | (357 | ) | (85 | ) | |||
Capitalization of software and website development costs | (4,910 | ) | (3,539 | ) | |||
Proceeds from insurance | 2,075 | — | |||||
Net cash used in investing activities | (50,400 | ) | (46,215 | ) | |||
Financing activities | |||||||
Proceeds from borrowings of debt | 214,999 | 100,000 | |||||
Payments of debt and debt issuance costs | (73,318 | ) | (103,012 | ) | |||
Payments of withholding taxes in connection with equity awards | (2,741 | ) | (1,511 | ) | |||
Payments of capital lease obligations | (2,183 | ) | (1,261 | ) | |||
Excess tax benefits derived from share-based compensation awards | 1,709 | 319 | |||||
Purchase of ordinary shares | (127,793 | ) | — | ||||
Proceeds from issuance of ordinary shares | 282 | 845 | |||||
Capital contribution from noncontrolling interest | 5,141 | — | |||||
Other financing activities | (85 | ) | — | ||||
Net cash provided by (used in) financing activities | 16,011 | (4,620 | ) | ||||
Effect of exchange rate changes on cash | (1,096 | ) | (3,372 | ) | |||
Net decrease in cash and cash equivalents | (9,768 | ) | (1,587 | ) | |||
Cash and cash equivalents at beginning of period | 103,584 | 62,508 | |||||
Cash and cash equivalents at end of period | $ | 93,816 | $ | 60,921 |
Three Months Ended September 30, | |||||||
2015 | 2014 | ||||||
Adjusted net operating profit after tax reconciliation: | |||||||
GAAP Operating Income | $ | 12,085 | $ | 16,859 | |||
Less: Cash taxes attributable to current period (see below) | (6,833 | ) | (5,313 | ) | |||
Less: Interest expense associated with Waltham lease | (350 | ) | — | ||||
Exclude expense (benefit) impact of: | |||||||
Change in fair value of contingent consideration (earn-out related charges¹) | 289 | 3,677 | |||||
Acquisition-related amortization and depreciation | 9,782 | 6,908 | |||||
Share-based compensation related to investment consideration | 802 | 497 | |||||
Restructuring Costs | 271 | — | |||||
Include: Realized gain (loss) on currency forward contracts not included in operating income | 316 | (17 | ) | ||||
Adjusted NOPAT | $ | 16,362 | $ | 22,611 | |||
Cash taxes paid in the current period | $ | 4,709 | $ | 5,296 | |||
Less: cash taxes related to prior periods | 359 | (2,860 | ) | ||||
Plus: cash taxes attributable to the current period but not yet paid | 921 | 936 | |||||
Plus: cash impact of excess tax benefit on equity awards attributable to current period | 1,709 | 2,796 | |||||
Less: installment payment related to the transfer of IP in a prior year | (865 | ) | (855 | ) | |||
Cash taxes attributable to current period | $ | 6,833 | $ | 5,313 | |||
Three Months Ended September 30, | |||||||
2015 | 2014 | ||||||
Free cash flow reconciliation: | |||||||
Net cash provided by operating activities | $ | 25,717 | $ | 52,620 | |||
Purchases of property, plant and equipment | (24,393 | ) | (16,684 | ) | |||
Purchases of intangible assets not related to acquisitions | (357 | ) | (85 | ) | |||
Capitalization of software and website development costs | (4,910 | ) | (3,539 | ) | |||
Proceeds from insurance | 2,075 | — | |||||
Free cash flow | $ | (1,868 | ) | $ | 32,312 |
GAAP Revenue | Constant- Currency revenue growth | ||||||||||||||||||
Three Months Ended September 30, | Currency Impact: | Constant- Currency | Impact of Acquisitions¹ | ||||||||||||||||
2015 | 2014 | % Change | (Favorable)/ Unfavorable | Revenue Growth | (Favorable)/ Unfavorable | Excluding acquisitions | |||||||||||||
Revenue growth reconciliation by reportable segment: | |||||||||||||||||||
Vistaprint | $ | 265,190 | $ | 260,057 | 2% | 6% | 8% | — | % | 8 | % | ||||||||
Upload and Print | 76,538 | 38,729 | 98% | 20% | 118% | (87 | )% | 31 | % | ||||||||||
All Other | 34,020 | 35,146 | (3)% | 13% | 10% | (4 | )% | 6 | % | ||||||||||
Total revenue | $ | 375,748 | $ | 333,932 | 13% | 8% | 21% | (10 | )% | 11 | % |
Supplemental Financial and Operating Information | ||||||||||||||||||
In $ millions, except where noted | FY2014 | Q1 FY2015 | Q2 FY2015 | Q3 FY2015 | Q4 FY2015 | FY2015 | Q1 FY2016 | |||||||||||
Revenue - Consolidated as Reported | $1,270.2 | $333.9 | $439.9 | $339.9 | $380.5 | $1,494.2 | $375.7 | |||||||||||
y/y growth | 9 | % | 21 | % | 19 | % | 19 | % | 13 | % | 16 | % | 13 | % | ||||
y/y growth in constant currency | 8 | % | 21 | % | 23 | % | 26 | % | 22 | % | 23 | % | 21 | % | ||||
Vistaprint | $1,097.6 | $260.1 | $344.2 | $267.6 | $273.4 | $1,145.1 | $265.2 | |||||||||||
y/y growth | n/a | 6 | % | 3 | % | 4 | % | 5 | % | 4 | % | 2 | % | |||||
y/y growth in constant currency | n/a | 5 | % | 7 | % | 11 | % | 11 | % | 9 | % | 8 | % | |||||
as % of revenue | 86 | % | 78 | % | 78 | % | 79 | % | 72 | % | 77 | % | 71 | % | ||||
Upload and Print | $43.6 | $38.7 | $44.0 | $38.7 | $75.7 | $197.1 | $76.5 | |||||||||||
y/y growth | n/a | n/a | n/a | n/a | 74 | % | 352 | % | 98 | % | ||||||||
y/y growth in constant currency | n/a | n/a | n/a | n/a | 100 | % | 352 | % | 118 | % | ||||||||
as % of revenue | 3 | % | 12 | % | 10 | % | 11 | % | 20 | % | 13 | % | 20 | % | ||||
All Other | $129.0 | $35.1 | $51.8 | $33.7 | $31.4 | $152.0 | $34.0 | |||||||||||
y/y growth | n/a | 20 | % | 40 | % | 13 | % | (5 | )% | 18 | % | (3 | )% | |||||
y/y growth in constant currency | n/a | 21 | % | 47 | % | 25 | % | 7 | % | 19 | % | 10 | % | |||||
as % of revenue | 10 | % | 11 | % | 12 | % | 10 | % | 8 | % | 10 | % | 9 | % | ||||
Physical printed products and other | $1,189.9 | $315.1 | $422.1 | $322.6 | $363.3 | $1,423.1 | $360.1 | |||||||||||
Digital products/services | $80.3 | $18.8 | $17.8 | $17.3 | $17.2 | $71.1 | $15.6 | |||||||||||
Advertising & Commissions Expense - Consolidated | $267.7 | $63.9 | $85.6 | $72.1 | $64.8 | $286.4 | $70.2 | |||||||||||
as % of revenue | 21.1 | % | 19.0 | % | 19.0 | % | 21.0 | % | 17.0 | % | 19.2 | % | 19.0 | % | ||||
TTM Bookings - Vistaprint | ||||||||||||||||||
% TTM Bookings from repeat orders | 72 | % | 72 | % | 72 | % | 73 | % | 73 | % | 73 | % | ||||||
% TTM Bookings from first-time orders | 28 | % | 28 | % | 28 | % | 27 | % | 27 | % | 27 | % | ||||||
Advertising & Commissions Expense- Vistaprint | $256.5 | $56.4 | $75.7 | $64.8 | $59.1 | $256.0 | $62.4 | |||||||||||
as % of revenue | 23 | % | 22 | % | 22 | % | 24 | % | 22 | % | 22 | % | 24 | % | ||||
Headcount at end of period | 5,127 | 5,336 | 5,859 | 5,839 | 6,552 | 6,836 | ||||||||||||
Full-time employees | 4,901 | 5,040 | 5,203 | 5,534 | 6,168 | 6,447 | ||||||||||||
Temporary employees | 226 | 296 | 656 | 305 | 384 | 389 | ||||||||||||
Some numbers may not add due to rounding. Metrics are unaudited. | ||||||||||||||||||
¹For the three months ended September 30, 2015, constant-currency revenue growth excluding acquisitions excludes the impact of currency and revenue from druck.at, Easyflyer, Exagroup, Printi, Alcione and Tradeprint. | ||||||||||||||||||