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EX-32.1 - EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT - CIMPRESS N.V.cmprex32112311510-q.htm
EX-10.1 - EXHIBIT 10.1 AMENDMENT NO.6 TO EMPLOYMENT AGREEMENT WITH ROBERT S. KEANE - CIMPRESS N.V.cmprex10112311510-q.htm
EX-31.2 - EXHIBIT 31.2 CERTIFICATION OF CFO - CIMPRESS N.V.cmprex31212311510-q.htm
EX-31.1 - EXHIBIT 31.1 CERTIFICATION OF CEO - CIMPRESS N.V.cmprex31112311510-q.htm




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended December 31, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from               to               
Commission file number 000-51539
___________________
Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
____________________
The Netherlands
 
98-0417483
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.) 
Hudsonweg 8
5928 LW Venlo
The Netherlands
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 31-77-850-7700
____________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Exchange Act Rule 12b-2). See definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer  þ
 
Accelerated filer  o
 
Non-accelerated filer  o
 
 
Smaller reporting company  o
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  
Yes o     No þ
As of January 22, 2016, there were 31,341,214 of Cimpress N.V. ordinary shares, par value 0.01 per share, outstanding.
 




CIMPRESS N.V.
QUARTERLY REPORT ON FORM 10-Q
For the Three and Six Months Ended December 31, 2015

TABLE OF CONTENTS
 
 
Page
 
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015
Consolidated Statements of Operations for the three and six months ended December 31, 2015 and 2014
Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2015 and 2014
Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
 
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
Signatures





PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

CIMPRESS N.V.
CONSOLIDATED BALANCE SHEETS
(unaudited in thousands, except share and per share data)

December 31,
2015

June 30,
2015
Assets
 


 

Current assets:
 


 

Cash and cash equivalents
$
73,201


$
103,584

Marketable securities
5,883

 
6,910

Accounts receivable, net of allowances of $333 and $372, respectively
36,100


32,145

Inventory
20,890


18,356

Prepaid expenses and other current assets
61,320


55,103

Total current assets
197,394


216,098

Property, plant and equipment, net
490,605


467,511

Software and web site development costs, net
27,148


22,109

Deferred tax assets
20,772


17,172

Goodwill
399,102


400,629

Intangible assets, net
141,589


151,063

Other assets
25,921


25,213

Total assets
$
1,302,531


$
1,299,795

Liabilities, noncontrolling interests and shareholders’ equity
 


 

Current liabilities:
 


 

Accounts payable
$
73,748


$
65,875

Accrued expenses
200,661


172,826

Deferred revenue
23,593


23,407

Deferred tax liabilities


1,043

Short-term debt
19,331


21,057

Other current liabilities
22,701


21,470

Total current liabilities
340,034


305,678

Deferred tax liabilities
44,819


48,007

Lease financing obligation
111,972


93,841

Long-term debt
528,395


493,039

Other liabilities
54,424


52,073

Total liabilities
1,079,644


992,638

Commitments and contingencies (Note 14)





Redeemable noncontrolling interests
64,833


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 31,437,158 and 33,203,065 shares outstanding, respectively
615


615

Treasury shares, at cost, 12,643,469 and 10,877,562 shares, respectively
(546,879
)

(412,132
)
Additional paid-in capital
327,968


324,281

Retained earnings
499,121


435,052

Accumulated other comprehensive loss
(123,158
)

(98,909
)
Total shareholders’ equity attributable to Cimpress N.V.
157,667


248,907

Noncontrolling interest
387

 
512

Total shareholders' equity
158,054

 
249,419

Total liabilities, noncontrolling interests and shareholders’ equity
$
1,302,531


$
1,299,795

See accompanying notes.

1



CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited in thousands, except share and per share data)
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Revenue
$
496,274

 
$
439,905

 
$
872,022

 
$
773,837

Cost of revenue (1)
197,571

 
156,620

 
354,854

 
286,840

Technology and development expense (1)
51,880

 
46,625

 
102,966

 
90,530

Marketing and selling expense (1)
142,671

 
139,058

 
264,806

 
250,885

General and administrative expense (1)
36,543

 
37,714

 
69,702

 
68,835

Income from operations
67,609

 
59,888

 
79,694

 
76,747

Other income, net
7,690

 
9,855

 
16,932

 
21,991

Interest expense, net
(10,160
)
 
(3,031
)
 
(18,286
)
 
(6,377
)
Income before income taxes
65,139

 
66,712

 
78,340

 
92,361

Income tax provision
7,079

 
3,850

 
11,019

 
6,082

Net income
58,060

 
62,862

 
67,321

 
86,279

Add: Net loss attributable to noncontrolling interests
328

 
747

 
1,077

 
1,024

Net income attributable to Cimpress N.V.
$
58,388

 
$
63,609

 
$
68,398

 
$
87,303

Basic net income per share attributable to Cimpress N.V.
$
1.86

 
$
1.96

 
$
2.14

 
$
2.69

Diluted net income per share attributable to Cimpress N.V.
$
1.80

 
$
1.89

 
$
2.07

 
$
2.62

Weighted average shares outstanding — basic
31,326,141

 
32,536,046

 
31,927,362

 
32,461,432

Weighted average shares outstanding — diluted
32,423,313

 
33,581,100

 
32,979,060

 
33,367,767

____________________________________________
(1) Share-based compensation is allocated as follows:
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Cost of revenue
$
28


$
14

 
$
54


$
45

Technology and development expense
1,422


1,002

 
2,752


1,929

Marketing and selling expense
425


58

 
836


972

General and administrative expense
4,191


5,310

 
8,614


9,180


See accompanying notes.



2



CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited in thousands)

 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Net income
$
58,060

 
$
62,862

 
$
67,321

 
$
86,279

Other comprehensive income, net of tax:

 

 

 

Foreign currency translation loss, net of hedges
(14,934
)
 
(28,296
)
 
(24,137
)
 
(74,553
)
Net unrealized gain (loss) on derivative instruments designated and qualifying as cash flow hedges
464

 
(320
)
 
(462
)
 
(21
)
Amounts reclassified from accumulated other comprehensive income to net income on derivative instruments
214

 
216


440

 
429

Unrealized gain (loss) on available-for-sale-securities
171

 
(466
)
 
(1,090
)
 
(4,720
)
Unrealized gain (loss) on pension benefit obligation
44

 
38


89

 
(65
)
Comprehensive income
44,019

 
34,034

 
42,161

 
7,349

Add: Comprehensive loss attributable to noncontrolling interests
1,864

 
1,372

 
1,988

 
2,423

Total comprehensive income attributable to Cimpress N.V.
$
45,883

 
$
35,406

 
$
44,149

 
$
9,772


See accompanying notes.








3



CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)

Six Months Ended
December 31,
 
2015

2014
Operating activities
 


 

Net income
$
67,321


$
86,279

Adjustments to reconcile net income to net cash provided by operating activities:
 


 

Depreciation and amortization
62,063


47,354

Share-based compensation expense
12,256


12,126

Excess tax benefits derived from share-based compensation awards
(2,639
)

(1,342
)
Deferred taxes
(9,334
)

(8,242
)
Unrealized gain on derivative instruments included in net income
(1,918
)

(3,482
)
Change in fair value of contingent consideration

 
7,378

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency
(10,829
)

(18,597
)
Abandonment of long-lived assets
3,022

 

Other non-cash items
1,530


1,772

Gain on proceeds from insurance
(3,136
)
 

Changes in operating assets and liabilities excluding the effect of business acquisitions:
 


 

Accounts receivable
(1,629
)

(6,941
)
Inventory
(3,087
)

(3,256
)
Prepaid expenses and other assets
(2,394
)

14,738

Accounts payable
20,779


21,611

Accrued expenses and other liabilities
27,671


41,446

Net cash provided by operating activities
159,676


190,844

Investing activities
 


 

Purchases of property, plant and equipment
(43,549
)
 
(34,952
)
Business acquisitions, net of cash acquired
(27,532
)
 
(22,997
)
Purchases of intangible assets
(402
)
 
(145
)
Capitalization of software and website development costs
(12,127
)
 
(7,449
)
Proceeds from insurance related to investing activities
3,624



Other investing
775

 

Net cash used in investing activities
(79,211
)

(65,543
)
Financing activities
 


 

Proceeds from borrowings of debt
269,999

 
139,500

Payments of debt and debt issuance costs
(235,332
)
 
(243,266
)
Payments of withholding taxes in connection with equity awards
(4,246
)
 
(2,764
)
Payments of capital lease obligations
(6,377
)
 
(2,842
)
Excess tax benefits derived from share-based compensation awards
2,639

 
1,342

Purchase of ordinary shares
(142,204
)
 

Proceeds from issuance of ordinary shares
2,052

 
4,782

Capital contribution from noncontrolling interest
5,141

 

Other financing
(303
)

(92
)
Net cash used in financing activities
(108,631
)

(103,340
)
Effect of exchange rate changes on cash and cash equivalents
(2,217
)

(6,588
)
Net (decrease) increase in cash and cash equivalents
(30,383
)

15,373

Cash and cash equivalents at beginning of period
103,584


62,508

Cash and cash equivalents at end of period
$
73,201


$
77,881

See accompanying notes.

4




CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)

 
Six Months Ended December 31,
 
2015
 
2014
Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
17,998


$
5,855

Income taxes
10,745


7,557

 
 
 
 
Supplemental schedule of non-cash investing and financing activities:
 
 
 
Capitalization of construction costs related to financing lease obligation
$
19,264

 
$
41,943

Property and equipment acquired under capital leases
3,017

 
9,761

Amounts due for acquisitions of businesses
18,035

 
26,112

See accompanying notes.


5



CIMPRESS N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited in thousands, except share and per share data)

1. Description of the Business
We are a technology and manufacturing-driven company that aggregates, via the Internet, large volumes of small, individually 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 through a portfolio of focused brands serving the needs of small and medium businesses and consumers. These brands include Vistaprint, our global brand for micro business marketing products and services, as well as 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 themselves and their families.
2. Summary of Significant Accounting Policies
Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair statement of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included.
The consolidated financial statements include the accounts of Cimpress N.V., its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we 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 six months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016 or for any other period. The consolidated balance sheet at June 30, 2015 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, 2015 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.
Insurance Recoveries
During the three and six months ended December 31, 2015, we received $3,519 and $9,711, respectively in cash for payments toward an insurance settlement related to a fire that occurred at our Venlo, Netherlands production facility during the first quarter of fiscal 2016. The insurance proceeds were used to offset incurred losses, including the write-off of the net book value of damaged machinery, equipment and inventory and property-related cleanup costs, as well as business interruption losses for increased shipping and outsourcing costs. Insurance proceeds related to incurred losses are recognized when recovery is probable, while business

6



interruption recoveries follow the gain contingency model and are recognized when realized or realizable and earned.
During the three and six months ended December 31, 2015, we recognized $1,970 and $6,575, respectively, as a reduction to cost of revenue, including $1,359 related to business interruption recoveries. We recognized a net gain of $1,549 and $3,136, respectively on the recovery of the replacement value of damaged machinery and equipment in excess of carrying value, as a component of other income, net in our consolidated statement of operations. We expect to finalize the settlement of our insurance claim by the end of the current fiscal year.
Long-Lived Assets
Long-lived assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. During the three months ended December 31, 2015 we committed to a plan to abandon a piece of manufacturing equipment and recognized a loss of $3,022 in cost of revenue during the period.
Share-Based Compensation
During the three and six months ended December 31, 2015, we recorded share-based compensation expense of $6,066 and $12,256, respectively, and $6,384 and $12,126 during the three and six months ended December 31, 2014, respectively. As of December 31, 2015, there was $42,194 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 2.4 years.
Foreign Currency Translation
Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income, net in our consolidated statements of operations.
Other Income, net
The following table summarizes the components of other income, net:
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Gains on derivative instruments (1)
$
3,186


$
4,191


$
5,553


$
7,642

Currency related gains, net (2)
2,473


5,664


7,507


14,349

Other gains (3)
2,031




3,872



Total other income, net
$
7,690

 
$
9,855

 
$
16,932

 
$
21,991

_____________________
(1) Includes both realized and unrealized gains (losses) on derivative instruments.
(2) We have significant non-functional currency intercompany financing relationships subject to currency exchange rate volatility and the net currency related gains for the three and six months ended December 31, 2015 and 2014 are primarily driven by this intercompany activity.
(3) Includes a gain of $1,549 and $3,136 for the three and six months ended December 31, 2015, respectively, related to insurance proceeds received for an insurance claim resulting from a fire at our Venlo, Netherlands production facility.
Net Income Per Share Attributable to Cimpress N.V.
Basic net income per share attributable to Cimpress N.V. is computed by dividing net income attributable to Cimpress N.V. by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Cimpress N.V. gives effect to all potentially dilutive securities, including share

7



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 December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Weighted average shares outstanding, basic
31,326,141

 
32,536,046

 
31,927,362

 
32,461,432

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs
1,097,172

 
1,045,054

 
1,051,698

 
906,335

Shares used in computing diluted net income per share attributable to Cimpress N.V.
32,423,313

 
33,581,100

 
32,979,060

 
33,367,767

Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V.
20,703

 
35,244

 
50,340

 
550,571


Treasury Shares
Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. During the three and six months ended December 31, 2015, we purchased 26,585 and 2,002,835 of our ordinary shares, respectively, for a total cost of $1,993 and $142,204, respectively, inclusive of transaction costs, in connection with our publicly announced share purchase programs.
Recently Issued or Adopted Accounting Pronouncements
New Accounting Standards Adopted
In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-17,"Balance Sheet Classification of Deferred Taxes," (ASU 2015-17), which requires an entity to present deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. The new standard is effective for us on July 1, 2017, with early adoption permitted. We elected to early adopt this guidance for the second quarter of fiscal year 2016 on a prospective basis and therefore have not retrospectively adjusted any prior reporting periods. The adoption of this standard did not have a material effect on our consolidated financial statements.
In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03,"Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," (ASU 2015-03), which requires an entity to present debt issuance costs related to recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. The new standard is effective for us on July 1, 2016 and early adoption is permitted. We elected to early adopt this new guidance effective for the first quarter of fiscal year 2016 and we have applied the changes retrospectively to all periods presented. The adoption of this standard did not have a material effect on our consolidated financial statements.
New Accounting Standards to be Adopted
In January 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-01,"Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," (ASU 2016-01) which requires an entity to recognize the fair value change of equity securities with readily determinable fair values in net income which was previously recognized within other comprehensive income. The new standard is effective for us on July 1, 2018. The standard does not permit early adoption and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The impact of ASU 2016-01 will result in the recognition of fair value changes for our available-for-sale securities within earnings. While we do not believe the impact will be material based on our current investments, it could create volatility in the consolidated statement of operations.
In September 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-16,"Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," (ASU 2015-16) which requires that an acquirer recognize adjustments to provisional amounts that

8



are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The new standard is effective for us on July 1, 2016 and we do not expect the adoption of this standard to have a material effect on our consolidated financial statements.
In July 2015, Financial Accounting Standards Board issued Accounting Standards Update No. 2015-11,"Simplifying the Measurement of Inventory," which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completions, disposal, and transportation. The new standard is effective for us on July 1, 2016. The standard permits early adoption and should be applied prospectively as of the interim or annual period of adoption. We do not expect the effect of ASU 2015-11 to have a material impact on our consolidated financial statements.

In February 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-02,"Consolidation (Topic 810): Amendments to the Consolidation Analysis," (ASU 2015-02) which places more emphasis in the consolidation evaluation on variable interests other than fee arrangements such as principal investment risk (for example, debt or equity interests), guarantees of the value of the assets or liabilities of the VIE, written put options on the assets of the VIE, or similar obligations. The new standard is effective for us on July 1, 2016. The standard permits early adoption and the use of a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. We do not expect the effect of ASU 2015-02 to have a material impact on our consolidated financial statements.
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 FASB has elected to defer the effective date to fiscal years beginning after December 15, 2017, which would result in an effective date for us of July 1, 2018, with early application permitted one year earlier. The standard permits the use of either the retrospective or cumulative catch-up transition method. We are currently evaluating the adoption method and effect that ASU 2014-09 will have on our consolidated financial statements but do not expect it to have a material impact.
3. Fair Value Measurements
The following table summarizes our investments in available-for-sale securities:
 
December 31, 2015
 
Amortized Cost Basis (2)
 
Unrealized gain
 
Estimated Fair Value
Available-for-sale securities
 
 
 
 
 
Plaza Create Co. Ltd. common shares (1)
$
4,002

 
$
1,881

 
$
5,883

Total investments in available-for-sale securities
$
4,002

 
$
1,881

 
$
5,883

 
June 30, 2015
 
Amortized Cost Basis (2)
 
Unrealized gain
 
Estimated Fair Value
Available-for-sale securities
 
 
 
 
 
Plaza Create Co. Ltd. common shares (1)
$
3,939

 
$
2,971

 
$
6,910

Total investments in available-for-sale securities
$
3,939

 
$
2,971

 
$
6,910


________________________
(1) On February 28, 2014, we purchased shares in our publicly traded Japanese joint venture partner. Refer to Note 11 for further discussion of the separate joint business arrangement.
(2) Amortized cost basis represents our initial investment adjusted for currency translation.
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.

9



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:
 
December 31, 2015
 
Total
 
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Available-for-sale securities
$
5,883

 
$
5,883

 
$

 
$

Currency forward contracts
4,248

 

 
4,248

 

Total assets recorded at fair value
$
10,131

 
$
5,883

 
$
4,248

 
$

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Interest rate swap contracts
$
(1,041
)
 
$

 
$
(1,041
)
 
$

Cross-currency swap contracts
(5,738
)
 

 
(5,738
)
 

Currency forward contracts
(824
)
 

 
(824
)
 

Contingent consideration
(7,653
)
 

 

 
(7,653
)
Total liabilities recorded at fair value
$
(15,256
)
 
$

 
$
(7,603
)
 
$
(7,653
)

 
June 30, 2015
 
Total
 
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Available-for-sale securities
$
6,910

 
$
6,910

 
$

 
$

Currency forward contracts
1,902

 

 
1,902

 

Total assets recorded at fair value
$
8,812

 
$
6,910

 
$
1,902

 
$

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Interest rate swap contracts
$
(1,150
)
 
$

 
$
(1,150
)
 
$

Cross-currency swap contracts
(8,433
)
 

 
(8,433
)
 

Currency forward contracts
(407
)
 

 
(407
)
 

Contingent consideration
(7,833
)
 

 

 
(7,833
)
Total liabilities recorded at fair value
$
(17,823
)
 
$

 
$
(9,990
)
 
$
(7,833
)
During the quarter ended December 31, 2015 and the year ended June 30, 2015, 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

10



period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, 2015, 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.
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 Printdeal contingent consideration includes terms to pay a fixed amount of €15,000, of which €8,000 was paid in March 2015 ($8,547 based on the exchange rate as of the date of payment) and the remaining €7,000 ($7,653 based on the exchange rate as of December 31, 2015) is payable during the fourth quarter of fiscal 2016. As the Printdeal contingent liability is no longer variable, we do not expect any additional adjustments to fair value prior to payment.
During the six months ended December 31, 2015 and 2014, the following table represents the changes in fair value of Level 3 contingent consideration:
 
2015
 
2014
Balance at June 30 (1)
$
7,833

 
$
16,072

Fair value adjustment

 
7,307

Cash payments

 

Foreign currency impact
(180
)
 
(2,130
)
Balance at December 31 (2)
$
7,653

 
$
21,249

_____________________
(1) Of the total contingent consideration outstanding as of June 30, 2015 and 2014, $7,833 and $6,276 was classified as a current liability, respectively. As of June 30, 2014, $9,796 was classified as a long-term liability.
(2) Of the total contingent consideration outstanding as of December 31, 2015 and 2014, $7,653 and $11,652 was classified as a current liability, respectively. As of December 31, 2014, $9,597 was classified as a long-term liability.

As of December 31, 2015 and June 30, 2015, the carrying amounts of our cash and cash equivalents, accounts receivables, accounts payable, and other current liabilities approximated their estimated fair values. As of December 31, 2015 and June 30, 2015 the carrying value of our debt, excluding debt issuance costs and debt discounts was $555,865 and $523,036, respectively, and the fair value was $559,077 and $539,752, respectively. Our debt at December 31, 2015 includes a variable rate debt instrument indexed to LIBOR that resets periodically and fixed rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.
4. Derivative Financial Instruments
Hedges of Interest Rate Risk
We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to 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. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a

11



counterparty in exchange for us making fixed-rate payments over the life of the derivative agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net.

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 derivative is recognized directly in earnings. During the three and six months ended December 31, 2015, we held one interest rate derivative instrument that was determined to be ineffective. We did not hold any interest rate derivative instruments that were determined to be ineffective during the three and six months ended December 31, 2014.
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. As of December 31, 2015, we estimate that $395 will be reclassified from accumulated other comprehensive (loss) income to interest income during the twelve months ending December 31, 2016. As of December 31, 2015, we had six 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 through June 2019.
Interest rate swap contracts outstanding:
 
Notional Amounts
Contracts accruing interest as of December 31, 2015
 
$
150,000

Contracts with a future start date
 
65,000

Total
 
$
215,000

Hedges of Currency Risk
Cross-Currency Swap Contracts
From time to time, we execute cross-currency swap contracts in order to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than U.S. Dollar. Cross-currency swaps designated as net investment hedges involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the derivative contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.
As of December 31, 2015, we had two outstanding cross-currency swap contracts with a total notional amount of $122,969, both maturing during April 2019. During the three and six months ended December 31, 2015, we recorded unrealized losses, net of tax, in accumulated other comprehensive (loss) income as a component of our cumulative translation adjustment in the amount $2,510 and $2,929, respectively. We entered into the two cross-currency swap contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency.
Currency Forward Contracts
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 do not elect hedge accounting for our current currency forward contract activity; however, we may elect to apply hedge accounting in future scenarios. The change in the fair value of currency forward contracts is recognized directly in earnings, as a component of other income, net. During the three and six months ended December 31, 2015 and 2014, we have experienced volatility within other income, net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

12



    As of December 31, 2015, 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 Australian Dollar, Canadian Dollar, Danish Krone, 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
$265,829
 
September 2014 through December 2015
 
Various dates through June 2017
 
421
 
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 December 31, 2015 and June 30, 2015:
 
December 31, 2015

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

$
(1,044
)

$
3


$
(1,041
)
Cross-currency swaps
Other non-current assets
 

 

 

 
Other liabilities
 
(5,738
)
 

 
(5,738
)
Total derivatives designated as hedging instruments


$


$


$




$
(6,782
)

$
3


$
(6,779
)
















Derivatives not designated as hedging instruments















Currency forward contracts
Other current assets / other assets

$
4,797


$
(549
)

$
4,248


Other current liabilities / other liabilities

$
(1,372
)

$
548


$
(824
)
Total derivatives not designated as hedging instruments


$
4,797


$
(549
)

$
4,248




$
(1,372
)

$
548


$
(824
)

13




June 30, 2015

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

$
(1,087
)

$


$
(1,087
)
Cross-currency swaps
Other non-current assets







Other liabilities

(8,433
)



(8,433
)
Total derivatives designated as hedging instruments


$


$


$




$
(9,520
)

$


$
(9,520
)
















Derivatives not designated as hedging instruments















Interest rate swaps
Other non-current assets

$


$


$


Other liabilities

$
(63
)

$


$
(63
)
Currency forward contracts
Other current assets

3,256


(1,354
)

1,902


Other current liabilities

(1,792
)

1,385


(407
)
Total derivatives not designated as hedging instruments


$
3,256


$
(1,354
)

$
1,902




$
(1,855
)

$
1,385


$
(470
)
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the three and six months ended December 31, 2015 and 2014:
Derivatives in Hedging Relationships
Amount of Gain (Loss) Recognized in Comprehensive (Loss) Income on Derivatives (Effective Portion)
 
Three Months Ended December 31,
 
Six Months Ended December 31,
In thousands
2015
 
2014
 
2015
 
2014
Interest rate swaps
$
464

 
$
(320
)
 
$
(462
)
 
$
(21
)
Cross-currency swaps
2,510

 

 
2,929

 

 
$
2,974

 
$
(320
)
 
$
2,467

 
$
(21
)
The following table presents reclassifications out of accumulated other comprehensive (loss) income for the three and six months ended December 31, 2015 and 2014:
Details about Accumulated Other
Comprehensive (Loss) Income Components
Amount Reclassified from Accumulated Other Comprehensive (Loss) Income to Net Income Gain (Loss)
 
Affected line item in the
Statement of Operations
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
 
In thousands
2015
 
2014
 
2015
 
2014
 
 
Interest rate swaps
$
(286
)
 
$
(288
)
 
$
(588
)
 
$
(572
)
 
Interest expense, net
Total before income tax
(286
)
 
(288
)
 
(588
)
 
(572
)
 
Income (loss) before income taxes
Income tax
72

 
72

 
148

 
143

 
Income tax provision
Total
$
(214
)
 
$
(216
)
 
$
(440
)
 
$
(429
)
 
 

14



The following table presents the adjustment to fair value recorded within the consolidated statements of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of 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 December 31,
 
Six Months Ended December 31,
 
 
In thousands
2015
 
2014
 
2015
 
2014
 
 
Currency contracts
$
3,189

 
$
4,191

 
$
5,563

 
$
7,642

 
Other income, net
Interest rate swaps
(3
)
 

 
(10
)
 

 
Other income, net
 
$
3,186

 
$
4,191

 
$
5,553

 
$
7,642

 
 
5. Accumulated Other Comprehensive Loss
The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $756, for the six months ended December 31, 2015:

Gains (losses) on cash flow hedges
 
Gains (losses) on available for sale securities
 
Losses on pension benefit obligation
 
Translation adjustments, net of hedges (1)
 
Total
Balance as of June 30, 2015
$
(1,405
)
 
$
2,971

 
$
(3,112
)
 
$
(97,363
)
 
$
(98,909
)
Other comprehensive (loss) income before reclassifications
(462
)
 
(1,090
)
 
89

 
(23,226
)
 
(24,689
)
Amounts reclassified from accumulated other comprehensive (loss) income to net income
440

 

 

 

 
440

Net current period other comprehensive (loss) income
(22
)
 
(1,090
)
 
89

 
(23,226
)
 
(24,249
)
Balance as of December 31, 2015
$
(1,427
)
 
$
1,881

 
$
(3,023
)
 
$
(120,589
)
 
$
(123,158
)
________________________
(1) Translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses, net of tax of $4,509 have been included in accumulated other comprehensive loss as of December 31, 2015.
6. Waltham Lease Arrangement
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. During the first quarter of fiscal 2016, the building was completed and we commenced lease payments in September 2015 and will make lease payments through September 2026.
For accounting purposes, we were deemed to be the owner of the Waltham building during the construction period and accordingly we recorded the construction project costs incurred by the landlord as an asset with a corresponding financing obligation on our balance sheet. We evaluated the Waltham lease in the first quarter of fiscal 2016 and determined the transaction did not meet the criteria for "sale-leaseback" treatment. Accordingly, we began depreciating the asset and incurring interest expense related to the financing obligation recorded on our consolidated balance sheet. We bifurcate the lease payments pursuant to the Waltham 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 was constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in fiscal 2014.

Property, plant and equipment, net, included $122,218 and $104,315 as of December 31, 2015 and June 30, 2015, respectively, related to the building. The financing lease obligation and deferred rent credit related to the building on our consolidated balance sheets was $124,541 and $104,315, respectively, as of December 31, 2015 and June 30, 2015.
7. Business Combinations, Goodwill and Acquired Intangible Assets
    
During the first quarter of fiscal 2016, we acquired two businesses that were not material either individually or in the aggregate to our results. Complementing our Upload and Print Business Units segment, we acquired all of the outstanding capital stock of Tradeprint Distribution Limited (formerly known as Fairprint Distribution Limited) and

15



Litotipografia Alcione S.r.l. on July 31, 2015 and July 29, 2015, respectively. The aggregate consideration for these two acquisitions was $25,366, net of cash acquired. The consideration was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to goodwill, intangible assets, and net tangible assets was $9,390, $14,359 and $1,617, respectively.
Goodwill is calculated as the excess of the consideration over the fair value of the net assets, including intangible assets, and is primarily related to expected synergies from the transaction. The goodwill for the two acquisitions is not deductible for tax purposes, and has been attributed to our Upload and Print Business Units. The results of these acquisitions have been included in the consolidated financial statements from the date of purchase and are not material for the three and six months ended December 31, 2015.
Goodwill
The carrying amount of goodwill by segment as of June 30, 2015 and December 31, 2015 is as follows:

Vistaprint Business Unit

Upload and Print Business Units

All Other Business Units

Total
Balance as of June 30, 2015 (1)
$
124,636


$
250,487


$
25,506


$
400,629

Acquisitions (2)


9,390




9,390

Adjustments


72




72

Effect of currency translation adjustments (3)
(3,839
)

(6,167
)

(983
)

(10,989
)
Balance as of December 31, 2015
$
120,797


$
253,782


$
24,523


$
399,102

_________________
(1) Our segment reporting was revised during the first quarter of fiscal 2016 and, as such, we have re-allocated our goodwill by segment for the period ended June 30, 2015. In connection with our change in operating segments, there was an immaterial re-allocation of historical goodwill in the period. See Note 13 for additional details.
(2) During the first quarter of fiscal 2016 we acquired two businesses for a combined $25,366, net of cash acquired, resulting in $9,390 of additional goodwill.
(3) Relates to goodwill held by subsidiaries whose functional currency is not the U.S. Dollar.
Acquired Intangible Assets
Acquired intangible assets amortization expense for the three and six months ended December 31, 2015 was $9,588 and $19,302, respectively, and $5,453 and $12,084 for the three and six months ended December 31, 2014. Amortization expense has increased in the second quarter of fiscal 2016 primarily due to our recent acquisitions of Exagroup, druck.at, and Tradeprint.
8. Other Balance Sheet Components
Accrued expenses included the following:
 
December 31, 2015
 
June 30, 2015
Compensation costs (1)
$
41,978


$
62,759

Income and indirect taxes (2)
49,947


25,495

Advertising costs
32,553


20,275

Acquisition-related consideration payable
12,300

 
17,400

Shipping costs
8,981


2,471

Sales returns
6,364

 
3,489

Production costs
6,125

 
3,348

Interest
5,209

 
5,731

Purchases of property, plant and equipment
2,267


3,030

Professional costs
2,077


2,396

Other
32,860


26,432

Total accrued expenses
$
200,661


$
172,826

_____________________
(1) The decrease in compensation costs is primarily due to accrued bonus and long-term incentive payments made in the first quarter of fiscal 2016.

16



(2) The increase in income and indirect taxes is primarily due to increased sales during the second quarter of fiscal 2016 which resulted in additional VAT across several of our locations.
Other current liabilities included the following:
 
December 31, 2015
 
June 30, 2015
Current portion of lease financing obligation
$
12,569

 
$
10,475

Current portion of capital lease obligations
7,821

 
7,497

Other
2,311

 
3,498

Total other current liabilities
$
22,701

 
$
21,470

Other liabilities included the following:
 
December 31, 2015
 
June 30, 2015
Long-term capital lease obligations
$
21,575

 
$
18,304

Long-term derivative liabilities
6,755

 
9,816

Other
26,094

 
23,953

Total other liabilities
$
54,424

 
$
52,073

9. Debt

December 31, 2015

June 30, 2015
7.0% Senior unsecured notes due 2022
$
275,000


$
275,000

Senior secured credit facility
271,648

 
232,000

Other
9,217

 
11,536

Uncommitted credit facility


4,500

Debt issuance costs and debt discounts
(8,139
)

(8,940
)
Total debt outstanding, net
547,726


514,096

Less short-term debt (1)
19,331

 
21,057

Long-term debt
$
528,395


$
493,039

_____________________
(1) Balances as of December 31, 2015 and June 30, 2015 are inclusive of short-term debt issuance costs and debt discounts of $1,668 and $1,662, respectively.
Our Debt
Our various debt arrangements described below contain customary representations, warranties and events of default. As of December 31, 2015, we were in compliance with all financial and other covenants related to our debt.
Indenture and Senior Unsecured Notes due 2022
On March 24, 2015, we completed a private placement of $275,000 in aggregate principal amount of 7.0% senior unsecured notes due 2022 (the “Notes”). We issued the Notes pursuant to a senior notes indenture dated as of March 24, 2015 among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank, N.A., as trustee (the "Indenture"). We used the proceeds from the Notes to pay outstanding indebtedness under our unsecured line of credit and our senior secured credit facility and for general corporate purposes.
The Notes bear interest at a rate of 7.0% per annum and mature on April 1, 2022. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2015, to the holders of record of the Notes at the close of business on March 15 and September 15, respectively, preceding such interest payment date.

The Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt. The

17



Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities will guarantee the Notes.
The Indenture contains various covenants, including covenants that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.
At any time prior to April 1, 2018, we may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest to, but not including, the redemption date. In addition, at any time prior to April 1, 2018, we may redeem up to 35% of the aggregate outstanding principal amount of the Notes at a redemption price equal to 107.0% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after April 1, 2018, we may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to, but not including, the redemption date.
Senior Secured Credit Facility
As of December 31, 2015, we have a senior secured credit facility of $838,000 as follows:
Revolving loans of $690,000 with a maturity date of September 23, 2019
Term loan of $148,000 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 December 31, 2015, the weighted-average interest rate on outstanding borrowings was 2.48%, 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 December 31, 2015.    
Other debt
Other debt consists of term loans acquired primarily as part of our fiscal 2015 acquisition of Exagroup SAS. As of December 31, 2015 we had $9,217 outstanding for those obligations that are payable through September 2024.
10. Income Taxes
Income tax expense was $7,079 and $11,019 for the three and six months ended December 31, 2015, respectively, as compared to $3,850 and $6,082 for the same prior year periods. The increase in income tax expense is attributable to a higher consolidated annual effective tax rate forecasted for fiscal 2016 as compared to fiscal 2015. We are forecasting a higher annual effective tax rate in fiscal 2016 due to an expected decrease to, and less favorable geographical mix of, consolidated pre-tax earnings combined with an increase in losses in certain jurisdictions where we are unable to recognize a full tax benefit in the current period. We also have losses in certain jurisdictions where we are able to recognize a tax benefit in the current period, but for which the cash benefit is expected to be realized in a future period. For the three months ended December 31, 2015, we recognized a tax benefit of $1,422 from a reduction in deferred tax liabilities due to future tax rate decreases in Italy and the UK and a current tax benefit of $2,276 related to the extension of the US R&D credit, all of which were enacted into law during the quarter. Additionally, income tax expense for the same period in fiscal 2015 was reduced by $943 related to a reduction in our net liability for unrecognized tax benefits.
On October 1, 2013, we made changes to our corporate entity operating structure, including transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving

18



operations and business model. The transfer of assets occurred between wholly owned legal entities within the Cimpress group that are based in different tax jurisdictions. As the impact of the transfer was the result of an intra-entity transaction, any resulting gain or loss and immediate tax impact on the transfer was eliminated and not recognized in the consolidated financial statements under U.S. GAAP. The transferor entity recognized a gain on the transfer of assets that was not subject to income tax in its local jurisdiction. However, the recipient entity will receive a tax benefit associated with the future amortization of the fair market value of the intellectual property received, which for tax purposes will occur over a period of five years in accordance with the applicable tax laws.
As of December 31, 2015, we had a net liability for unrecognized tax benefits included in the balance sheet of approximately $4,501, including accrued interest of $149. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. During the three months ended December 31, 2015, we recognized a decrease in the net liability of $747 primarily due to the settlement of a tax audit during the quarter. Of the total amount of unrecognized tax benefits, approximately $1,865 will reduce the effective tax rate if recognized. It is reasonably possible that a further reduction in unrecognized tax benefits in the range of $400 to
$500 may occur within the next twelve months related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties.
We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2012 through 2015 remain open for examination by the United States Internal Revenue Service (“IRS”) and the years 2011 through 2015 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns.
One of our subsidiaries, Cimpress USA Incorporated, had been under income tax audit and subsequent administrative appeal by the Massachusetts Department of Revenue ("DOR") for the tax years 2006-2008 and 2010-2011. In December 2015, we reached an agreement with the DOR to settle this matter for $1,495. This audit is now officially concluded, and our tax balances have been updated accordingly.
We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.
11. 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 the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity.
Redeemable noncontrolling interests
On April 15, 2015, we acquired 70% of the outstanding shares of Exagroup. The remaining 30% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future 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 carrying value. As of December 31, 2015, the redemption value is less than the carrying value and therefore no adjustment has been made.

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, with an offset to retained earnings, if that amount exceeds its carrying value. During the six months ended December 31, 2015, we increased the carrying amount of the redeemable noncontrolling interest by $4,329 to reflect the estimated redemption value as of December 31, 2015. The fair value of the noncontrolling interest exceeds the carrying value as of December 31, 2015.

19



    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 the six months ended December 31, 2015, we contributed an additional $5,350 in cash and Plaza Create made a capital contribution of $5,141 in cash to the joint business. We have a call option to acquire the remaining 49% of the business if Plaza Create materially breaches any of its contracts with us. If we materially breach any of our contracts with Plaza Create, Plaza Create has an option to put its shares to us. As the exercise of this put option is not solely within our control, the noncontrolling equity interest in the business is presented as temporary equity in our consolidated balance sheet. As of December 31, 2015, it is not probable that the noncontrolling interest will be redeemable.
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 allocation of the net loss of the operations to the noncontrolling interest considers our stated liquidation preference in applying the loss to each party.
The following table presents the reconciliation of changes in our noncontrolling interests:
 
 
Redeemable noncontrolling interests
 
Noncontrolling interest
Balance as of June 30, 2015
 
$
57,738

 
$
512

Capital contribution from noncontrolling interest
 
5,141

 

Accretion to redemption value
 
4,329

 

Net loss attributable to noncontrolling interest
 
(979
)
 
(98
)
Dividend to noncontrolling interest
 
(490
)
 

Adjustment to noncontrolling interest



(22
)
Foreign currency translation
 
(906
)
 
(5
)
Balance as of December 31, 2015
 
$
64,833

 
$
387

12. Variable Interest Entity ("VIE")
On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment provides us access to a newer market and the opportunity to drive longer-term growth in Brazil. As of December 31, 2015, we have a 49.99% equity interest in Printi. Based upon the level of equity investment at risk, Printi is considered a variable interest entity. The shareholders of Printi 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.
We have call options to increase our ownership in Printi incrementally over an eight-year period with certain employee shareholders. As the employees' restricted stock in Printi is contingent on post-acquisition employment, share-based compensation will be recognized over the four-year vesting period. The awards are considered liability awards and will be marked to fair value each reporting period. In order to estimate the fair value of the award as of December 31, 2015, we utilized a lattice model with a Monte Carlo simulation. The current fair value of the award is $6,051 and we have recognized $410 and $781 in general and administrative expense for the three and six months ended December 31, 2015, respectively, and $595 for each of the three and six months ended December 31, 2014.

20



13. Segment Information
During the first quarter of fiscal 2016, we revised our internal organizational and reporting structure resulting in changes to our reportable segments. Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. We have several operating segments under our management reporting structure which are reported in the following three reportable segments:
Vistaprint Business Unit - Includes the operations of our Vistaprint-branded websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies.
Upload and Print Business Units - Aggregates the operations of our druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, and Tradeprint branded businesses. These operating segments have been aggregated into one reportable segment based on the similarity of their products, markets and economic characteristics.
All Other Business Units - Includes the operations of our Albumprinter and Most of World business units and newly formed Corporate Solutions business unit. Our Most of World business unit is focused on our emerging market portfolio, including operations in Brazil, China, India and Japan. The results of the newly formed Corporate Solutions business unit were previously part of the Vistaprint Business Unit, and the Corporate Solutions business unit will focus on delivering volume and revenue via partnerships. 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, the global component of our IT operations functions, and certain start-up costs related to new product introductions and manufacturing technologies 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.
During the second quarter of fiscal 2016, we revised our segment revenue and profit allocation for the Vistaprint Business Unit and Corporate Solutions business unit, resulting in a shift of previously reported segment results for the Vistaprint Business Unit and All Other Business Units segments. The refined methodology represents a change from identifying segment revenue based on customer orientation (all repeat revenue attributed to the source of the customer's first order) to identifying segment revenue on a merchant basis (all new and repeat revenue attributed to the channel ordered through, regardless of the customer's first order). We have revised our presentation of all prior periods presented to reflect our revised segment reporting.
In addition, during the first quarter of fiscal 2016 we introduced adjusted net operating profit as the primary metric by which our CODM measures segment financial performance. Certain items are excluded from segment adjusted net operating profit, such as acquisition-related amortization and depreciation, expense recognized for earn-out related charges, including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain asset impairment expense and restructuring charges. A portion of the interest expense associated with our Waltham lease is included as expense in adjusted net operating profit and allocated based on headcount to the appropriate business unit or corporate and global function. The interest expense represents a portion of the cash rent payment and is considered an operating expense for purposes of measuring our segment performance. 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 adjusted net operating profit by segment:
We do not allocate global support costs across operating segments or corporate and global functions.

21



Some of our acquired operations in our Upload and Print Business Units and All Other Business Units segments 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, adjusted net operating profit by reportable segment and total income from operations.
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
Vistaprint Business Unit
$
354,783

 
$
345,451

 
$
622,252

 
$
606,694

Upload and Print Business Units
93,277

 
43,979

 
169,815

 
82,708

All Other Business Units
48,214

 
50,475

 
79,955

 
84,435

Total revenue
$
496,274

 
$
439,905

 
$
872,022

 
$
773,837


 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Adjusted net operating profit by segment:
 
 
 
 


 


Vistaprint Business Unit
$
117,825

 
$
108,958

 
$
184,183

 
$
179,794

Upload and Print Business Units
15,237

 
5,617

 
26,124

 
10,137

All Other Business Units
6,881

 
8,435

 
5,796

 
9,868

Total adjusted net operating profit by segment
139,943

 
123,010

 
216,103

 
199,799

Corporate and global functions
(56,400
)

(52,699
)
 
(109,681
)
 
(101,547
)
Acquisition-related amortization and depreciation
(9,655
)
 
(5,468
)
 
(19,437
)
 
(12,376
)
Earn-out related charges (1)
(3,413
)
 
(3,701
)
 
(3,702
)
 
(7,378
)
Share-based compensation related to investment consideration
(1,735
)
 
(1,100
)
 
(2,537
)
 
(1,597
)
Certain impairments (2)
(3,022
)
 

 
(3,022
)
 

Restructuring charges
(110
)
 
(154
)
 
(381
)
 
(154
)
Interest expense for Waltham lease
2,001

 

 
2,351

 

Total income from operations
$
67,609

 
$
59,888

 
$
79,694

 
$
76,747

___________________
(1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment.
(2) Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment."

22



 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Depreciation and amortization:
 
 
 
 
 
 
 
Vistaprint Business Unit
$
10,195

 
$
9,786

 
$
20,057

 
$
20,025

Upload and Print Business Units
10,519

 
5,160

 
20,549

 
10,984

All Other Business Units
4,921

 
3,584

 
9,970

 
7,857

Corporate and global functions
6,170

 
4,365

 
11,487

 
8,488

Total depreciation and amortization
$
31,805

 
$
22,895

 
$
62,063

 
$
47,354

Enterprise Wide Disclosures:
The following tables set forth revenues by geographic area and groups of similar products and services:
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 

 
 
United States
$
207,663

 
$
189,657

 
$
387,076

 
$
354,975

Non-United States (3)
288,611

 
250,248

 
484,946

 
418,862

Total revenue
$
496,274

 
$
439,905

 
$
872,022

 
$
773,837

 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Physical printed products and other (4)
$
480,217

 
$
422,120

 
$
839,245

 
$
737,241

Digital products/services
16,057

 
17,785

 
32,777

 
36,596

Total revenue
$
496,274

 
$
439,905

 
$
872,022

 
$
773,837

___________________
(3) Our non-United States revenue includes the Netherlands, our country of domicile.
(4) Other revenue includes miscellaneous items which account for less than 1% of revenue.
The following tables set forth long-lived assets by geographic area:
 
December 31, 2015
 
June 30, 2015
Long-lived assets (5):
 

 
 

Canada
$
95,145

 
$
99,474

Netherlands
90,625

 
98,288

Switzerland
38,845

 
41,357

Italy
33,692

 
28,548

United States
31,879

 
31,417

Australia
24,930

 
26,908

France
24,936

 
21,449

Jamaica
23,113

 
23,814

Japan
19,798

 
16,219

Other
37,838

 
29,946

Total
$
420,801

 
$
417,420

___________________
(5) Excludes goodwill of $399,102 and $400,629, intangible assets, net of $141,589 and $151,063, the Waltham lease asset of $122,218 and $104,315, and deferred tax assets of $20,772 and $17,172 as of December 31, 2015 and June 30, 2015, respectively.
14. Commitments and Contingencies
Lease Commitments

23



We have commitments under operating leases for our facilities that expire on various dates through 2026, including the Waltham lease arrangement discussed in Note 6. Total lease expense, net of sublease income for the three and six months ended December 31, 2015 was $2,747 and $6,849, respectively, and $4,411 and $8,799 for the three and six months ended December 31, 2014, respectively.
We also lease certain machinery and plant equipment under both capital and operating lease agreements that expire at various dates through 2020. The aggregate carrying value of the leased equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, 2015, is $35,647, net of accumulated depreciation of $21,266; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at December 31, 2015 amounts to $29,397.
Purchase Obligations
At December 31, 2015, we had unrecorded commitments under contract of $40,239, which were principally composed of commitments for third-party web services of approximately $12,811, production and computer equipment purchases of approximately $11,691, commitments for professional fees of approximately $5,919, and other unrecorded purchase commitments of $9,818.
Other Obligations
We have an outstanding installment obligation of $11,690 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 December 31, 2015. As part of the purchase consideration for our 2014 acquisition of Printdeal, we agreed to pay the seller €4,000 in Cimpress shares in January 2016. During the third quarter of fiscal 2016, we elected to settle this liability in cash for $4,373. Other obligations also include the remaining fixed contingent consideration payment for Printdeal of $7,653 payable during the fourth quarter of fiscal 2016. In addition, we have deferred payments related to our acquisitions of druck.at, Exagroup SAS and Litotipografia Alcione S.r.l. of $3,205, $1,436 and $1,093, respectively.
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.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    
This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about anticipated income and revenue growth rates, future profitability and market share, new and expanded products and services, geographic expansion and planned capital expenditures. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain important factors, including those set forth in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Report. You should carefully review those factors and also carefully review the risks outlined in other documents that we file from time to time with the United States Securities and Exchange Commission.

24



Executive Overview
Cimpress, the world leader in mass customization, is a technology and manufacturing-driven company that aggregates, via the Internet, large volumes of small, individually 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 through a portfolio of focused brands serving the needs of small and medium businesses and consumers. These brands include Vistaprint, our global brand for micro business marketing products and services, as well as brands that 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 themselves and their families.
During the first quarter of fiscal 2016, we modified our internal organizational and reporting structure, resulting in the Vistaprint Business Unit, the Upload and Print Business Units, and the All Other Business Units constituting our reportable segments. The Vistaprint Business Unit represents our Vistaprint-branded websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs-branded business, which is managed with the Vistaprint-branded digital business. The Upload and Print Business Units is an aggregation of the druck.at, Exagroup, Easyflyer, Printdeal, Pixartprinting, and Tradeprint branded businesses. The All Other Business Units segment includes the operations of our Albumprinter and Most of World business units and newly formed Corporate Solutions Business Unit, which historically was part of the Vistaprint Business Unit and is focused on delivering volume and revenue via partnerships.
In evaluating the financial condition and operating performance of our business, management focuses on revenue growth, constant-currency revenue growth, operating income, adjusted net operating profit after tax (NOPAT) and cash flow from operations. A summary of these key financial metrics for the three and six months ended December 31, 2015, as compared to the three and six months ended December 31, 2014 are as follows:
Second Quarter 2016
Reported revenue increased by 13% to $496.3 million.
Consolidated constant-currency revenue increased by 20% and excluding acquisitions increased by 10%.
Operating income increased $7.7 million to $67.6 million.
Adjusted net operating profit after tax (NOPAT) increased $15.4 million to $82.5 million and is defined in the Non-GAAP Financial Measure section below.
Year to Date 2016
Reported revenue increased by 13% to $872.0 million.
Consolidated constant-currency revenue increased by 21% and excluding acquisitions increased by 10%.
Operating income increased $2.9 million to $79.7 million.
Adjusted net operating profit after tax increased $9.1 million to $98.9 million.
Cash provided by operating activities decreased $31.2 million to $159.7 million.
For our second quarter and year to date results, reported revenue growth was primarily due to the addition of the revenue of our recently acquired Exagroup and druck.at brands, as well as continued growth in the Vistaprint Business Unit. Operating income and adjusted NOPAT increased versus the comparative periods a year ago, with increased profits in the Vistaprint Business Unit and Upload and Print Business Units, partially offset by planned increased investments in our Most of World businesses, product expansion, and the mass customization platform. In addition, our second quarter operating income and adjusted NOPAT reflect a benefit of $2.0 million from insurance proceeds recovered for a first quarter fiscal 2016 fire in our Venlo manufacturing facility.
Our Priorities
Extending our history of success into our third decade, and beyond, is important to us. To that end we work to optimize our business according to two priorities:

25



1.
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.
2.
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.
Cimpress’ focus on mass customization lies at the intersection of three overlapping areas:
Empowering People to Make an Impression (what we are passionate about) - Cimpress empowers people to make an impression through individually meaningful physical products. In other words, we make it easy and affordable for our customers to convey, in tangible and enduring media, the thoughts, design aesthetics, messages and/or sentiments that are important to them, their customers, their organization or their loved ones.
Computer Integrated Manufacturing (where we can be the best in the world) - Computer integrated manufacturing (CIM) harnesses the power of software and IT networks to automate the flow of information, allowing individual processes to exchange information with each other, to schedule activities, to initiate actions, and to route and control all aspects of our manufacturing process. Throughout our history, a differentiating capability of Cimpress has been our ability to develop software systems to integrate every step of the value chain, from browser-based design creation and ordering through to shipment. This greatly reduces the marginal cost of processing information related to each individual, customized order. Low-volume custom products traditionally have a very high per-unit cost of production because, in the absence of computer integration, there are significant fixed costs related to conveying information that is required to process each order.
Large Scale in Small Quantities (what drives our economic engine) - The third aspect of the Cimpress focus on mass customization is an understanding of how we generate economic value. Mass customization enables the production of small quantities, but large scale is the most important driver of competitive advantage in the Cimpress business model. When we have increased the volume of orders that we process and produce we have seen material improvement to quality, product selection, speed and cost. In fiscal 2015, we processed over 46 million unique ordered items, and during peak production weeks we produced well over 1 million orders per week.
Results of Operations
The following table presents our operating results for the periods indicated as a percentage of revenue:
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
As a percentage of revenue:
 
 
 

 
 

 
 
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenue
39.8
 %
 
35.6
 %
 
40.7
 %
 
37.1
 %
Technology and development expense
10.5
 %
 
10.6
 %
 
11.8
 %
 
11.7
 %
Marketing and selling expense
28.7
 %
 
31.6
 %
 
30.4
 %
 
32.4
 %
General and administrative expense 
7.4
 %
 
8.6
 %
 
8.0
 %
 
8.9
 %
Income from operations
13.6
 %
 
13.6
 %
 
9.1
 %
 
9.9
 %
Other income, net
1.5
 %
 
2.3
 %
 
1.9
 %
 
2.8
 %
Interest expense, net
(2.0
)%
 
(0.7
)%
 
(2.1
)%
 
(0.8
)%
Income before income taxes
13.1
 %
 
15.2
 %
 
8.9
 %
 
11.9
 %
Income tax provision
1.4
 %
 
0.9
 %

1.3
 %
 
0.8
 %
Net income
11.7
 %
 
14.3
 %

7.6
 %
 
11.1
 %
Add: Net loss attributable to noncontrolling interests
0.1
 %
 
0.2
 %
 
0.1
 %
 
0.1
 %
Net income attributable to Cimpress N.V.
11.8
 %
 
14.5
 %
 
7.7
 %
 
11.2
 %

In thousands

26



 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015

2014

2015 vs. 2014
 
2015
 
2014
 
2015 vs. 2014
Revenue
$
496,274


$
439,905


13
%
 
$
872,022

 
$
773,837

 
13
%
Revenue
We generate revenue primarily from the sale and shipping of customized manufactured products, and by providing digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.     
Total revenue by reportable segment for the three and six months ended December 31, 2015 and 2014 are shown in the following tables:
In thousands
Three Months Ended December 31,
 
 
 
Currency
Impact:
 
Constant-
Currency
 
Impact of Acquisitions:
 
Constant- Currency Revenue Growth
 
2015
 
2014
 
%
Change
 
(Favorable)/Unfavorable
 
Revenue Growth (1)
 
(Favorable)/Unfavorable
 
Excluding Acquisitions (2)
Vistaprint Business Unit
$
354,783

 
$
345,451

 
3%
 
5%
 
8%
 
—%
 
8%
Upload and Print Business Units (3)
93,277


43,979


112%
 
16%
 
128%
 
(97)%
 
31%