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Item 8. Financial Statements and Supplementary Data

2023-08-04 compared with 2022-08-05 · 390 added, 448 removed, 1250 unchanged (40% of the section changed)

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Consolidated Statements of Operations 48

Consolidated Statements of Comprehensive (Loss) Income 50

Consolidated Statements of Comprehensive Loss 49

Consolidated Statements of Shareholders’ Deficit 50

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Quantitative Impairment Assessments

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $767 million as of June 30, 2022.

Management performed a quantitative assessment for all nine reporting units with goodwill as of the annual goodwill impairment test date of May 31.

For each reporting unit, the estimated fair value of the reporting unit exceeded the related carrying value and management concluded that no impairment existed.

Management used the income approach, specifically the discounted cash flow method, to derive the fair value of each reporting unit.

This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate.

Goodwill - Quantitative Impairment Assessment of the Exaprint Reporting Unit

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $782 million as of June 30, 2023, of which a portion relates to the Exaprint reporting unit ("the reporting unit").

Management performed a quantitative impairment assessment of the reporting unit as of the annual goodwill impairment test date of May 31.

The estimated fair value of the reporting unit exceeded the related carrying value and management concluded that no impairment existed.

Management used the income approach, specifically the discounted cash flow method, to derive the fair value of the reporting unit.

This approach calculates fair value by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate.

The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions.

The discount rate used in the fair value analysis is based on a weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessments for certain reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value of certain reporting units, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, operating margins, and discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessment of the Exaprint reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, operating margins, and discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of certain reporting units.

These procedures also included, among others (i) testing management’s process for determining the fair value of certain reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow method;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, operating margins, and discount rates.

Evaluating management’s assumptions related to the revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting units, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, operating margins, and discount rate.

Evaluating management’s assumptions related to the revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting unit, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s discounted cash flow method and (ii) the reasonableness of the discount rate significant assumption.

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26,344,608 and 26,112,322 shares outstanding, respectively

Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, none and 25,000 issued and outstanding, respectively — 28

Treasury shares, at cost, 17,971,247 and 18,044,717 shares, respectively

Treasury shares, at cost, 17,971,247 shares for both periods presented

( 1,363,550 ) ( 1,363,550 )

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Accumulated other comprehensive loss ( 35,060 ) ( 47,128 )

Total shareholders’ deficit attributable to Cimpress plc ( 623,145 ) ( 494,922 )

Noncontrolling interests (Note 14) 459 —

Total shareholders' deficit ( 622,686 ) ( 494,922 )

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Interest expense, net ( 112,793 ) ( 99,430 ) ( 119,368 )

Loss on early extinguishment of debt — ( 48,343 ) —

Income (loss) before income taxes 9,331 ( 63,554 ) 3,003

Income tax expense (benefit) 59,901 18,903 ( 80,992 )

Net (loss) income ( 50,570 ) ( 82,457 ) 83,995

Gain (loss) on early extinguishment of debt 6,764 — ( 48,343 )

(Loss) income before income taxes ( 30,222 ) 9,331 ( 63,554 )

Income tax expense 155,493 59,901 18,903

Net loss ( 185,715 ) ( 50,570 ) ( 82,457 )

Net income attributable to noncontrolling interests ( 263 ) ( 3,761 ) ( 2,772 )

Net (loss) income attributable to Cimpress plc $ ( 54,331 ) $ ( 85,229 ) $ 83,365

Basic net (loss) income per share attributable to Cimpress plc $ ( 2.08 ) $ ( 3.28 ) $ 3.07

Diluted net (loss) income per share attributable to Cimpress plc $ ( 2.08 ) $ ( 3.28 ) $ 3.00

Weighted average shares outstanding — basic 26,094,842 25,996,572 27,180,744

Weighted average shares outstanding — diluted 26,094,842 25,996,572 27,773,286

Net loss attributable to Cimpress plc $ ( 185,978 ) $ ( 54,331 ) $ ( 85,229 )

Basic and diluted net loss per share attributable to Cimpress plc $ ( 7.08 ) $ ( 2.08 ) $ ( 3.28 )

Weighted average shares outstanding — basic and diluted 26,252,860 26,094,842 25,996,572

____________________________________________

(1) Share-based compensation is allocated as follows:

(1) Share-based compensation expense is allocated as follows:

Year Ended June 30,

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See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

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2023 2022 2021

Net (loss) income $ ( 50,570 ) $ ( 82,457 ) $ 83,995

Other comprehensive (loss) income, net of tax:

Foreign currency translation (losses) gains, net of hedges ( 9,990 ) 12,915 10,933

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 2,813 10,336 ( 24,570 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income on derivative instruments 26,197 ( 4,089 ) 5,774

Gain (loss) on pension benefit obligation, net 1,649 ( 336 ) ( 1,195 )

Comprehensive (loss) income ( 29,901 ) ( 63,631 ) 74,937

Comprehensive (income) attributable to noncontrolling interests ( 76 ) ( 4,404 ) ( 391 )

Total comprehensive (loss) income attributable to Cimpress plc $ ( 29,977 ) $ ( 68,035 ) $ 74,546

Net loss $ ( 185,715 ) $ ( 50,570 ) $ ( 82,457 )

Other comprehensive loss, net of tax:

Foreign currency translation gains (losses), net of hedges 498 ( 9,990 ) 12,915

Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 9,991 2,813 10,336

Amounts reclassified from accumulated other comprehensive loss to net loss for derivative instruments ( 2,873 ) 26,197 ( 4,089 )

(Loss) gain on pension benefit obligation, net ( 270 ) 1,649 ( 336 )

Comprehensive loss ( 178,369 ) ( 29,901 ) ( 63,631 )

Comprehensive loss (income) attributable to noncontrolling interests 4,459 ( 76 ) ( 4,404 )

Total comprehensive loss attributable to Cimpress plc $ ( 173,910 ) $ ( 29,977 ) $ ( 68,035 )

See accompanying notes.

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Restricted share units vested, net of shares withheld for taxes — — — — 120 7,898 ( 13,655 ) — — ( 5,757 )

Issuance of deferred ordinary shares — — 25 28 — — — — — 28

Grant of restricted share awards — — — — ( 2 ) ( 187 ) — — — ( 187 )

Share-based compensation expense — — — — — — 37,226 — — 37,226

Purchase of ordinary shares — — — — ( 5,003 ) ( 627,056 ) — — — ( 627,056 )

Net income attributable to Cimpress plc — — — — — — — 83,365 — 83,365

Net loss attributable to Cimpress plc — — — — — — — ( 85,229 ) — ( 85,229 )

Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 3,049 ) — ( 3,049 )

Adoption of new accounting standards — — — — — — — 3,143 — 3,143

Issuance of warrants — — — — — — 22,432 — — 22,432

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 18,796 ) ( 18,796 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 6,247 6,247

Foreign currency translation, net of hedges — — — — — — — — 11,283 11,283

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Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 530,159 $ ( 71,482 ) $ ( 449,371 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 30 3 ( 2,283 ) — — ( 2,280 )

Purchase and cancellation of deferred ordinary shares — — ( 25 ) ( 28 ) — — — — — ( 28 )

Restricted share units vested, net of shares withheld for taxes 4 — — — 74 5,045 ( 8,315 ) — — ( 3,270 )

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Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 61,690 ) — ( 61,690 )

Decrease in noncontrolling interest due to share purchase — — — — — — ( 272 ) — — ( 272 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 29,010 29,010

Foreign currency translation, net of hedges — — — — — — — — ( 6,305 ) ( 6,305 )

Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 336 ) ( 336 )

Unrealized gain on pension benefit obligation, net of tax — — — — — — — — 1,649 1,649

Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

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Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

Purchase and cancellation of deferred ordinary shares — — ( 25 ) ( 28 ) — — — — — ( 28 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 7 — — — — — 275 — — 275

Restricted share units vested, net of shares withheld for taxes 225 — — — — — ( 4,777 ) — — ( 4,777 )

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Redeemable noncontrolling interest accretion to redemption value — — — — — — — 7,236 — 7,236

Decrease in noncontrolling interest due to share purchase — — — — — — ( 272 ) — — ( 272 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 7,118 7,118

Foreign currency translation, net of hedges — — — — — — — — 5,220 5,220

Unrealized gain on pension benefit obligation, net of tax — — — — — — — — 1,649 1,649

Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 270 ) ( 270 )

Balance at June 30, 2023 44,316 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 539,454 $ 235,396 $ ( 35,060 ) $ ( 623,145 )

See accompanying notes.

S ee accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Operating activities

Net (loss) income $ ( 50,570 ) $ ( 82,457 ) $ 83,995

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net loss $ ( 185,715 ) $ ( 50,570 ) $ ( 82,457 )

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization 162,428 175,681 173,212

Impairment of goodwill — — 100,842

Share-based compensation expense 42,122 49,766 37,034

Impairment of goodwill 5,609 — —

Impairment of long-lived assets — — 19,882

Deferred taxes 114,912 22,879 ( 10,284 )

Loss on early extinguishment of debt — 48,343 —

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net (loss) income ( 40,408 ) 17,323 7,731

(Gain) loss on early extinguishment of debt ( 6,764 ) — 48,343

Unrealized loss (gain) on derivatives not designated as hedging instruments included in net loss 34,393 ( 40,408 ) 17,323

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 11,988 ) 537 240

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Proceeds from the sale of assets 4,659 37,771 5,696

Purchases of marketable securities ( 84,030 ) — ( 203,581 )

Proceeds from maturity of held-to-maturity investments 92,110 151,200 —

Payments for settlement of derivatives designated as hedging instruments 2,244 ( 3,291 ) 29,791

Proceeds from (payments for) the settlement of derivatives designated as hedging instruments — 2,244 ( 3,291 )

Other investing activities ( 277 ) ( 617 ) ( 269 )

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Proceeds from Term Loan B — — 1,149,751

Proceeds from issuance of senior notes — — 210,500

Proceeds from issuance of 12% Senior Secured Notes due 2025 — — 271,568

Proceeds from issuance of warrants — — 22,432

Payments of debt ( 61,310 ) ( 14,510 ) ( 1,242,606 )

Payments for early redemption of 7% Senior Notes due 2026 ( 44,994 ) — —

Payments for early redemption of 12% Senior Secured Notes due 2025 — — ( 309,000 )

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Purchase of noncontrolling interests ( 95,567 ) ( 2,165 ) ( 5,063 )

Purchase of ordinary shares — — ( 627,056 )

Proceeds from issuance of ordinary shares — ( 2,280 ) 6

Distribution to noncontrolling interest ( 3,963 ) ( 4,747 ) ( 3,955 )

Proceeds (payments) from issuance of ordinary shares 327 — ( 2,280 )

Distributions to noncontrolling interests ( 3,652 ) ( 3,963 ) ( 4,747 )

Other financing activities ( 285 ) ( 112 ) ( 684 )

Net cash (used in) provided by financing activities ( 177,106 ) ( 106,572 ) 224,128

Effect of exchange rate changes on cash 3,802 ( 14,937 ) 2,969

Net (decrease) increase in cash and cash equivalents ( 146,740 ) 94,030 138,002

Cash and cash equivalents at beginning of period 277,053 183,023 45,021

Cash and cash equivalents at end of period $ 130,313 $ 277,053 $ 183,023

See accompanying notes.

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2023 2022 2021

Effect of exchange rate changes on cash ( 14,937 ) 2,969 ( 3,583 )

Net increase in cash and cash equivalents 94,030 138,002 9,742

Cash and cash equivalents at beginning of period 183,023 45,021 35,279

Cash and cash equivalents at end of period $ 277,053 $ 183,023 $ 45,021

Supplemental disclosures of cash flow information

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Income taxes 31,184 32,987 27,870

Cash received during the period for:

Interest 11,451 3,230 1,940

Non-cash investing and financing activities

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Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders.

Our products include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, and other categories.

Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories.

Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

In October 2021 our Vista business and reportable segment began evolving its brand architecture to "Vista".

Brands like "VistaPrint", "VistaCreate", "99designs by Vista", Vista x Wix, and "Vista Corporate Solutions" now operate within the "Vista" brand architecture.

This move should help open customers' minds to allow us to serve a broader set of their needs across a wide range of products and solutions that includes design, social media and web presence as well as print.

No changes were made to our internal organizational or reporting structure as a result of this rebranding, but we we now refer to this reportable segment as "Vista".

Refer to Note 15 for additional details.

Summary of Significant Accounting Policies

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Actual results could differ from those estimates.

In light of the recent Russian invasion of Ukraine and the related sanctions that have been placed on certain Russian entities and activities, we have evaluated the impacts that these events have on our business and on our financial results.

Currently, we have no material exposure to Ukraine and Russia in terms of revenue, supply and tangible assets.

We also considered any triggering events for our intangibles assets and due to the limited exposure we have to both countries, we concluded that no triggering events have occurred.

We do have employees in Ukraine from our recently acquired Depositphotos business, and we are providing financial and other assistance to those employees.

The impact of these costs are not material to our financial results.

Revision of Prior Period Financial Statements

Foreign Currency Gains Associated with Intercompany Loan Hedge

During the second fiscal quarter of 2022, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge.

In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S.

dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency.

As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment.

For the year ended June 30, 2021, we incorrectly recognized $ 7,518 of gains in other income (expense), net.

This error overstated other income (expense), net;

income (loss) before income taxes;

and net loss for the period but did not have an impact on cash provided by operating activities, since it is a non-cash currency item.

Included below are the revisions made for each period presented.

Consolidated Balance Sheets As of June 30, 2021

Reported Adjustments Revised

Accumulated other comprehensive loss $ ( 79,000 ) $ 7,518 $ ( 71,482 )

Retained earnings 537,677 ( 7,518 ) 530,159

Consolidated Statements of Operations Year ended

June 30, 2021

Reported Adjustments Revised

Other income (expense), net $ ( 11,835 ) $ ( 7,518 ) $ ( 19,353 )

Loss before income taxes ( 56,036 ) ( 7,518 ) ( 63,554 )

Net loss ( 74,939 ) ( 7,518 ) ( 82,457 )

Net loss attributable to Cimpress plc ( 77,711 ) ( 7,518 ) ( 85,229 )

Net loss per share attributable to Cimpress plc:

Basic $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 )

Diluted $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 )

Consolidated Statements of Comprehensive (Loss) Income Year ended

June 30, 2021

Reported Adjustments Revised

Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 )

Foreign currency translation losses, net of hedges 5,397 7,518 12,915

Consolidated Statements of Shareholders' Deficit Year ended

June 30, 2021

Reported Adjustments Revised

Net loss attributable to Cimpress plc $ ( 77,711 ) $ ( 7,518 ) $ ( 85,229 )

Foreign currency translation, net of hedges 3,765 7,518 11,283

Consolidated Statements of Cash Flows Year ended

June 30, 2021

Reported Adjustments Revised

Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 7,278 ) 7,518 240

Presentation of Revenue and Cost of Revenue

During the first quarter of fiscal 2022, we identified an immaterial error related to the presentation of revenue for one-to-one design service arrangements that overstated revenue and cost of revenue for the period from October 1, 2020 through June 30, 2021.

On October 1, 2020 we acquired the 99designs business, which is presented as part of our Vista reportable segment, and after acquisition we recognized revenue on a gross basis as if we were the principal to the transactions.

During the first quarter of fiscal 2022, we reconsidered the guidance of ASC 606-10-55-39 and confirmed we are the principal for contest arrangements;

however, the one-to-one design service portion of 99designs revenue is governed by different terms and conditions.

We evaluated whether we have control over these services before the design is transferred to the customer, as we leverage a network of third-party designers to fulfill this offering.

The pricing and fulfillment responsibility aspects of the one-to-one design arrangements led us to conclude we are an agent to these specific transactions.

The revision for the year ended June 30, 2021 is summarized in the table below.

Consolidated Statements of Operations Year ended June 30, 2021

Reported Adjustments Revised

Revenue $ 2,592,513 $ ( 16,552 ) $ 2,575,961

Cost of revenue 1,316,441 ( 16,552 ) 1,299,889

Management assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin (“SAB” No.

99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250") and ASC 250 (SAB No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements) and concluded that these misstatements were not material to any prior annual or interim periods.

Cash and Cash Equivalents

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Marketable Securities

We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates.

We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates.

Our policy is to invest in the following permitted classes of assets:

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government agency securities, U.S.

Treasury securities-specifically U.S.

Treasury bills, notes, and bonds, U.S.

Treasury securities, U.S.

government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes.

We generally invest in securities with a maturity of two years or less.

We invest in securities with a remaining maturity of two years or less.

As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

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As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the years ended June 30, 2022 and 2021, and we held no marketable securities during the year ended June 30, 2020.

The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of June 30, 2022 and June 30, 2021.

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the years ended June 30, 2023, 2022, and 2021.

June 30, 2023

1 unchanged sentence

Due within one year or less:

Commercial paper $ 15,982 $ ( 10 ) $ 15,972

Corporate debt securities 16,298 ( 190 ) 16,108

government securities 6,260 ( 69 ) 6,191

Total due within one year or less 38,540 ( 269 ) 38,271

Due between one and two years:

Corporate debt securities 1,498 ( 35 ) 1,463

government securities 2,999 ( 66 ) 2,933

Total due between one and two years 4,497 ( 101 ) 4,396

Total held-to-maturity securities $ 43,037 $ ( 370 ) $ 42,667

June 30, 2022

Amortized cost Unrealized gains Fair value

Amortized cost Unrealized losses Fair value

Due within one year or less:

Commercial paper $ 74,463 $ ( 28 ) $ 74,407

Corporate debt securities $ 49,952 $ ( 546 ) $ 49,406

Total due within one year or less 152,248 ( 85 ) 152,045

Due after one year through two years:

Corporate debt securities 50,713 ( 90 ) 50,721

Total held-to-maturity securities $ 49,952 $ ( 546 ) $ 49,406

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We capitalize eligible salaries and payroll-related costs of employees and third-party consultants who devote time to the development of websites and internal-use computer software.

Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the

funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally over a three year period.

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The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate.

The baseline data for this analysis was the cash flow estimates used to price the transaction.

The baseline data for this analysis is the cash flow estimates used to price the transaction.

We amortize such assets using the straight-line method over the expected useful life of the asset, unless another amortization method is deemed to be more appropriate.

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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 year ended June 30, 2021, our intent to occupy two leased spaces changed, and we performed the required impairment assessment for the right-of-use assets.

The assessment resulted in a total impairment charge of $ 12,769 for both right-of-use assets as well as an $ 8,303 impairment charge for abandoned assets associated with the leased spaces.

These charges were recognized in general and administrative expense.

Refer to Note 16 for additional information about the lease changes in fiscal year 2021.

Business Combinations

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If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference.

For the years ended June 30, 2022 and 2021, we recognized no goodwill impairment charges, and during the year ended June 30, 2020, we recognized a goodwill impairment charge of $ 100,842 .

We recognized a partial impairment of the goodwill of our Exaprint reporting unit of $ 40,391 (a business within The Print Group reportable segment), a full impairment of the goodwill of our National Pen reporting unit of $ 34,434 and a full impairment of the goodwill of our VIDA reporting unit of $ 26,017 (a business previously reported within All Other Businesses reportable segment).

Refer to Note 8 for additional details regarding the annual goodwill impairment test performed in the current fiscal year.

For the year ended June 30, 2023, we recognized a goodwill impairment charge of $ 5,609 .

The charge is a partial impairment of the goodwill for one of our small reporting units within our All Other Businesses reportable segment.

There were no impairments identified for any other reporting units.

We recognized no goodwill impairment charges during the years ended June 30, 2022 and 2021.

Refer to Note 8 for additional details regarding the annual goodwill impairment test.

Mandatorily Redeemable Noncontrolling Interests

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties.

The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and is to be redeemed via the transfer of assets.

Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value.

During the second quarter of fiscal 2023, the exercise of put options by the minority shareholders of three PrintBrothers businesses to redeem a portion of their equity interests triggered a mandatory redemption feature for the remaining minority interests after exercise.

As such, we reclassified the remaining minority equity interests from redeemable noncontrolling interest to mandatorily redeemable noncontrolling interest, which is presented as part of other liabilities on the consolidated balance sheets.

Refer to Note 14 for additional details.

Debt Issuance Costs

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We evaluate all changes to our debt arrangements to determine whether the changes represent a modification or extinguishment to the old debt arrangement.

If a debt instrument is deemed to be modified, we capitalize all new lenders fees and expense all third-party fees.

If a debt instrument is deemed to be modified, we capitalize all new lender fees and expense all third-party fees.

If we determine that an extinguishment of one of our debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed.

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Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination, or cancellation.

Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges which could include interest rate swap contracts and cross-currency swap contracts.

In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive (loss) income.

The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive (loss) income remains in accumulated other comprehensive (loss) income until the forecasted transaction is recognized in earnings.

contracts and cross-currency swap contracts.

In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss.

The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss until the forecasted transaction is recognized in earnings.

For derivatives designated as cash flow hedges, we present the settlement amount of these contracts within cash from operating activities in our consolidated statement of cash flows, if the hedged item continues after contract settlement.

Derivatives designated and qualifying as hedges of currency exposure of a net investment in a foreign operation are considered net investment hedges, which could include cross-currency swap and currency forward contracts as well as intercompany loans.

In hedging the currency exposure of a net investment in a foreign

operation, the effective and ineffective portion of gains and losses on the hedging instruments is recognized in accumulated other comprehensive (loss) income as part of currency translation adjustment.

The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive (loss) income remains in accumulated other comprehensive (loss) income until we reduce our investment in the hedged foreign operation through a sale or substantial liquidation.

In hedging the currency exposure of a net investment in a foreign operation, the effective and ineffective portion of gains and losses on the hedging instruments is recognized in accumulated other comprehensive loss as part of currency translation adjustment.

The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive (loss) income remains in accumulated other comprehensive loss until we reduce our investment in the hedged foreign operation through a sale or substantial liquidation.

We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting.

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Shareholders' Deficit

Comprehensive (Loss) Income

Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Comprehensive (loss) income is composed of net (loss) income, unrealized gains and losses on derivatives, unrealized loss on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive income.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

Comprehensive loss is composed of net loss, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive loss.

Treasury Shares

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Prior to June 2022, we reissued treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions.

Upon issuance of treasury shares we determine the cost using the average cost method.

Upon issuance of treasury shares we determined the cost using the average cost method.

We bifurcate and separately account for a detachable warrant as a separate equity instrument.

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We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation.

The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to June 30, 2022.

The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to June 30, 2023.

We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention.

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Restructuring initiatives require us to make estimates in several areas, including expenses for severance and other employee separation costs and our ability to generate sublease income to enable us to terminate lease obligations at the estimated amounts.

For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, severance benefits are documented in an employee manual or labor contract, or are consistent with prior restructuring plan benefits, we evaluate these benefits as ongoing benefit arrangements.

restructuring plan benefits, we evaluate these benefits as ongoing benefit arrangements.

We recognize the liability for these arrangements when it is probable that the employee would be entitled to the benefits and the amounts can be reasonably estimated.

The expense timing generally occurs when management has committed to and approved the restructuring plan.

Involuntary termination benefits that are in excess of statutory minimum requirements and prior restructuring plan benefits are recognized as one-time termination benefits and expensed at the date we notify the employee, unless the employee must provide future service beyond the statutory minimum retention period, in which case the benefits are expensed ratably over the future service period.

Involuntary termination benefits that are in excess of statutory minimum requirements and prior restructuring plan benefits are recognized as termination benefits and expensed at the date we notify the employee, unless the employee must provide future service beyond the statutory minimum retention period, in which case the benefits are expensed ratably over the future service period.

Liabilities for costs associated with a facility exit or disposal activity are recognized when the liability is incurred, as opposed to when management commits to an exit plan, and are measured at fair value.

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The tax benefits recognized in our financial statements from such positions are measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

The unrecognized tax benefits will reduce our effective tax rate if recognized.

The unrecognized tax benefits may reduce our effective tax rate if recognized.

Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes.

Stranded income tax effects in accumulated other comprehensive income or loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings.

We account for investment tax credits using the “deferral” method, under which the tax benefit from an investment tax credit is deferred and amortized over the book life of the related property.

During the three months ended December 31, 2020, the tax on Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Cuts and Jobs Act became applicable to our operations.

Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences, including outside basis differences, expected to reverse as GILTI.

We elected to account for GILTI as a period cost, as incurred.

We do not expect GILTI to have a material impact on our consolidated financial statements.

Stranded income tax effects in accumulated other comprehensive loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings.

Foreign Currency Translation

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Currency-related gains, net (2) 16,350 244 1,005

Other gains 3,071 370 1

Other (losses) gains ( 1,163 ) 3,071 370

Total other income (expense), net $ 18,498 $ 61,463 $ ( 19,353 )

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(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as the ineffective portion of certain interest rate swap contracts that have been de-designated from hedge accounting.

For contracts not designated as hedging instruments, we realized gains of $ 9,955 and $ 28,902 , respectively, for the years ended June 30, 2022

and 2020, and losses of $ 6,854 for the year ended June 30, 2021.

For contracts not designated as hedging instruments, we realized gains of $ 39,133 and $ 9,955 , respectively, for the years ended June 30, 2023 and 2022, and losses of $ 6,854 for the year ended June 30, 2021.

Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans;

refer to Note 4 for additional details relating to these cash flow hedges.

(3) During fiscal year 2022, we identified an immaterial error and revised our previously reported results to reduce the gain presented above by $ 7,518 for the year ended June 30, 2021.

Refer to the "Revision of Prior Period Financial Statements" section above for additional details.

Net (Loss) Income Per Share Attributable to Cimpress plc

Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period.

Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

Net Loss Per Share Attributable to Cimpress plc

Basic net loss per share attributable to Cimpress plc is computed by dividing net loss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period.

Diluted net loss per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

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2023 2022 2021

Weighted average shares outstanding, basic 26,094,842 25,996,572 27,180,744

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1) — — 592,542

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,094,842 25,996,572 27,773,286

Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1)(2) 762,086 494,329 1,325

Weighted average shares outstanding, basic and diluted 26,252,860 26,094,842 25,996,572

Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,834,351 762,086 494,329

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs, RSAs and warrants is not included as they are anti-dilutive.

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding.

For the years ended June 30, 2022 and 2021, the weighted average anti-dilutive effect of the warrants were 138,088 and 368,933 shares, respectively.

For the year ended June 30, 2020, the weighted average dilutive effect of the warrants was 73,719 shares, respectively.

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs, restricted share awards, and warrants are anti-dilutive.

For the years ended June 30, 2023, 2022, and 2021, the weighted average dilutive shares for these securities, in the aggregate, would have been 83,275 , 233,244 , and 465,869 , respectively, had we not recognized a net loss.

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding.

For the years ended June 30, 2022 and 2021, the average market price was higher than the strike price for at least a portion of the year, as such the weighted average dilutive effect of the warrants that were included in the anti-dilutive share count due to the net loss in each period was 138,088 , and 368,933 shares, respectively.

For the year ended June 30, 2023, the average share price was below the strike price for the full fiscal year;

therefore, the total outstanding warrants were considered anti-dilutive.

Share-based Compensation

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We also make variable lease payments for certain print equipment leases that are determined based on production volumes.

For lease arrangements where we are deemed to be involved in the construction of structural improvements prior to the commencement of the lease or take some level of construction risk, we are considered the owner of the assets during the construction period.

Accordingly, as the lessor incurs the construction project costs, the assets and corresponding financial obligation are recorded in our consolidated balance sheet.

Once the construction is completed, if the lease meets certain “sale-leaseback” criteria, we will remove the asset and related financial obligation from the balance sheet and treat the building lease as either an operating or finance lease based on our assessment of the guidance.

If, upon completion of construction, the project does not meet the “sale-leaseback” criteria, the lease will be treated as a financing obligation and we will depreciate the asset over its estimated useful life for financial reporting purposes.

We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor.

Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations.

To a lesser extent, where we have leases in which we are the lessees, we classify the leases as finance leases and have subleased the asset under similar terms, resulting in their classification as direct financing leases.

To a lesser extent, we have leases in which we are the lessees and we classify the leases as finance leases which have been subleased under similar terms, resulting in the sublease classification as direct financing leases.

For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets.

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Adopted Accounting Standards

In October 2021, the FASB issued Accounting Standards Update No.

2021-08 "Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-08), which provides authoritative guidance for the accounting of acquired contract assets and liabilities when an acquired company has applied ASC 606 - Revenue from Contracts with Customers.

We early adopted the standard in the second quarter of fiscal year 2022, which allowed us to record the deferred revenue contract liability as it relates to our acquisition of Depositphotos at carrying value.

Refer to Note 7 for additional information relating to our Depositphotos acquisition .

The impact of this adoption did not have a material effect on our consolidated financial statements.

In July 2021, the FASB issued Accounting Standards Update No.

2021-05 "Leases (Topic 842):

Lessors – Certain Leases with Variable Lease Payments".

We early adopted the standard in the second quarter of fiscal year 2022, which provides the option for lessors to classify direct-financing or sales-type leases as operating leases if a loss would have been incurred at lease commencement when considering non-indexed variable lease payments in the classification test.

We sublease a small number of equipment assets which are classified as direct-financing leases;

the variable lease payments associated with these leases would not have created a loss on day one.

Therefore, the impact of this adoption had no effect on our consolidated financial statements.

Issued Accounting Standards to be Adopted

In May 2021, the FASB issued Accounting Standards Update No.

2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share.

The standard is effective for us on July 1, 2022.

We recognize freestanding equity-classified warrants on our consolidated balance sheet and the effect of those warrants on earnings per share is currently calculated under the treasury stock method.

After adopting the standard, we will be required to prospectively apply the weighted average method when calculating the effect of warrants on our earnings per share.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the prospective treatment of modifications or exchanges of freestanding equity-classified written call options that are not in the scope of another Topic.

The standard is effective for us in fiscal year 2023.

There were no such transactions in the year of adoption;

therefore, ASU 2021-04 had no effect on our consolidated financial statements.

In August 2020, the FASB issued Accounting Standards Update No.

2020-06 "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity's Own Equity (Subtopic 815-40)" (ASU 2020-06), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share.

We adopted this standard in fiscal year 2023 and it had no impact on our consolidated financial statements as our free-standing warrants are equity classified.

The FASB issued Accounting Standards Updates related to reference rate reform that include No.

2020-04 "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-04), No.

2021-01 "Reference Rate Reform (Topic 848):

Scope", and No.

2022-06 "Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 (ASU 2022-06).

If certain criteria are met, ASU 848 provides optional expedients and exceptions for applying U.S.

GAAP on contract modifications, hedge accounting, and other transactions which reference LIBOR or another rate expected to be discontinued because of reference rate reform.

We have elected the optional expedients for certain existing and new interest rate swaps that are designated as cash flow hedges, for which we have modified the critical terms and there is a variable rate mismatch between the hedging instrument and hedged item.

The adoption of these standards did not have a material impact on our consolidated financial statements.

Issued Accounting Standards to be Adopted

In September 2022, the FASB issued Accounting Standards Update No.

2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations".

This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services.

All interim period disclosure requirements will be effective starting with the quarter ending September 30, 2023, followed by annual requirements that include the rollforward of program activity, which will be effective for our fiscal year ending June 30, 2025.

As the standard updates disclosure information only, we do not expect its adoption to have a material impact on our consolidated financial statements.

Fair Value Measurements

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(Level 2) Significant

Interest rate swap contracts $ 14,336 $ — $ 14,336 $ —

Currency forward contracts 20,638 — 20,638 —

Currency option contracts 10,611 — 10,611 —

Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ —

Interest rate swap contracts $ ( 25,193 ) $ — $ ( 25,193 ) $ —

Cross-currency swap contracts $ ( 446 ) $ — $ ( 446 ) $ —

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As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

As of June 30, 2022 and June 30, 2021, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximated their estimated fair values.

As of June 30, 2022 and June 30, 2021, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,705,365 and $ 1,764,856 , respectively, and the fair value was $ 1,600,627 and $ 1,767,209 , respectively.

Our debt at June 30, 2022 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments.

As of June 30, 2023 and 2022, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values.

As of June 30, 2023 and 2022, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,653,989 and $ 1,705,365 , respectively, and the fair value was $ 1,604,190 and $ 1,600,627 , respectively.

Our debt at June 30, 2023 includes variable-rate debt instruments indexed to LIBOR and Euribor that resets periodically, as well as fixed-rate debt instruments.

The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

As of June 30, 2022 and June 30, 2021 our held-to-maturity marketable securities were held at an amortized cost of $ 49,952 and $ 202,961 , respectively, while the fair value was $ 49,406 and $ 202,766 , respectively.

As of June 30, 2023 and 2022, our held-to-maturity marketable securities were held at an amortized cost of $ 43,037 and $ 49,952 , respectively, while the fair value was $ 42,667 and $ 49,406 , respectively.

The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

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Derivatives are recorded in the consolidated balance sheets at fair value.

If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings.

If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings.

We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss.

Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.

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Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net.

Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of June 30, 2022 , we estimate that $ 1,970 will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2023.

As of June 30, 2022 , we had fourteen effective outstanding interest rate swap contracts indexed to USD LIBOR.

These hedges have varying start dates and maturity dates through April 2028.

Amounts reported in accumulated other comprehensive loss

related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of June 30, 2023, we estimate that $ 7,279 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2024.

As of June 30, 2023, we had eleven effective outstanding interest rate swap contracts with aggregate notional amounts of $ 475,000 , $ 140,000 , and $ 60,000 that were indexed to USD LIBOR, Term SOFR, and Daily SOFR, respectively.

The transition relief guidance from ASC 848 was applied to designate the SOFR swap contracts for hedge accounting despite the benchmark rate mismatch.

After USD LIBOR sunsets on June 30, 2023, all contracts indexed to USD LIBOR will convert to either Term or Daily SOFR with effective dates in July 2023.

Our interest rate swap contracts have varying start and maturity dates through April 2028.

Interest rate swap contracts outstanding:

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Total $ 675,000

________________________

(1) Based on contracts outstanding as of June 30, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

Cross-Currency Swap Contracts

From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges.

Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate.

We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges.

Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate.

Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract.

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Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

In April 2022 we early terminated all of our currency forward contracts designated as net investment hedges, and as of June 30, 2022 we had no currency forward contracts designated as net investment hedges.

We have one intercompany loan designated as a net investment hedge with a total notional amount of $ 364,524 that matures in May 2028.

As of June 30, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 319,513 that matures in May 2028.

We have elected to not apply hedge accounting for all other currency forward and option contracts.

During the years ended June 30, 2022 and 2021, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

During the years ended June 30, 2023, 2022, and 2021, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding

currency forward and option contracts.

We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting.

Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

As of June 30, 2022 , we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S.

dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

In most cases, we enter into these currency derivative contracts, which do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric.

Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 10 for additional information about this agreement).

Our most significant net currency exposures by volume are the Euro and the British Pound (GBP).

Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months.

For certain other currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.

As of June 30, 2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S.

dollar value of forecasted transactions or balances denominated in Australian Dollar, GBP, Canadian Dollar, Czech Koruna, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount Effective Date Maturity Date Number of Instruments Index

$ 437,323 June 2020 through June 2022 Various dates through October 2024 621 Various

$ 658,341 September 2021 through June 2023 Various dates through June 2025 588 Various

Financial Instrument Presentation

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Derivatives in cash flow hedging relationships

Interest rate swaps Other assets $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ —

Cross-currency swaps Other assets — — — Other liabilities ( 446 ) — ( 446 )

Interest rate swaps Other assets $ 19,341 $ ( 123 ) $ 19,218 Other liabilities $ — $ — $ —

Cross-currency swaps Other assets — — — Other current liabilities ( 1,777 ) — ( 1,777 )

Total derivatives designated as hedging instruments $ 19,341 $ ( 123 ) $ 19,218 $ ( 1,777 ) $ — $ ( 1,777 )

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Currency forward contracts Other current assets / other assets $ 2,873 $ ( 572 ) $ 2,301 Other current liabilities / other liabilities $ ( 6,074 ) $ 1,589 $ ( 4,485 )

Currency option contracts Other current assets / other assets 10,612 ( 1 ) 10,611 Other liabilities ( 9 ) — ( 9 )

Currency option contracts Other current assets / other assets 990 — 990 Other current liabilities / other liabilities ( 3,055 ) — ( 3,055 )

Total derivatives not designated as hedging instruments $ 3,863 $ ( 572 ) $ 3,291 $ ( 9,129 ) $ 1,589 $ ( 7,540 )

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Cross-currency swaps Other assets — — — Other liabilities ( 446 ) — $ ( 446 )

Derivatives in Net Investment Hedging Relationships

Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 11,379 ) — ( 11,379 )

Total derivatives designated as hedging instruments $ 14,336 $ — $ 14,336 $ ( 446 ) $ — $ ( 446 )

Derivatives not designated as hedging instruments

Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 1,842 ) $ — $ ( 1,842 )

Currency forward contracts Other current assets / other assets $ 24,440 $ ( 3,802 ) $ 20,638 Other current liabilities / other liabilities $ ( 505 ) $ — $ ( 505 )

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Total derivatives not designated as hedging instruments $ 35,052 $ ( 3,803 ) $ 31,249 $ ( 514 ) $ — $ ( 514 )

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the years ended June 30, 2022, 2021 and 2020 :

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the years ended June 30, 2023, 2022, and 2021:

Year Ended June 30,

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Cross-currency swaps 903 18,286 ( 10,950 ) Other income (expense), net

Total before income tax 28,284 ( 3,983 ) 7,624 Income (loss) before income taxes

Income tax ( 2,087 ) ( 106 ) ( 1,850 ) Income tax expense (benefit)

Total before income tax (3,948) 28,284 (3,983) (Loss) income before income taxes

Income tax 1,075 ( 2,087 ) ( 106 ) Income tax expense

Total $ ( 2,873 ) $ 26,197 $ ( 4,089 )

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2022, 2021 and 2020 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments.

Affected line item in the

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2023, 2022, and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that did not qualify as hedging instruments.

Amount of Gain (Loss) Recognized in Net Loss Affected line item in the

Statement of Operations

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Balance as of June 30, 2020 $ ( 30,078 ) $ ( 1,399 ) $ ( 57,199 ) $ ( 88,676 )

Other comprehensive (loss) income before reclassifications ( 24,570 ) ( 1,195 ) 11,172 ( 14,593 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income 5,774 — — 5,774

Net current period other comprehensive (loss) income ( 18,796 ) ( 1,195 ) 11,172 ( 8,819 )

Other comprehensive income (loss) before reclassifications 10,336 ( 336 ) 11,283 21,283

Amounts reclassified from accumulated other comprehensive loss to net loss ( 4,089 ) — — ( 4,089 )

Net current period other comprehensive income (loss) 6,247 ( 336 ) 11,283 17,194

Balance as of June 30, 2021 ( 23,831 ) ( 1,735 ) ( 45,916 ) ( 71,482 )

Other comprehensive (loss) income before reclassifications 10,336 ( 336 ) 11,283 21,283

Amounts reclassified from accumulated other comprehensive loss to net (loss) income ( 4,089 ) — — ( 4,089 )

Net current period other comprehensive (loss) income 6,247 ( 336 ) 11,283 17,194

Other comprehensive income (loss) before reclassifications 2,813 1,649 ( 6,305 ) ( 1,843 )

Amounts reclassified from accumulated other comprehensive loss to net loss 26,197 — — 26,197

Net current period other comprehensive income (loss) 29,010 1,649 ( 6,305 ) 24,354

Balance as of June 30, 2022 5,179 ( 86 ) ( 52,221 ) ( 47,128 )

Other comprehensive income before reclassifications 2,813 1,649 ( 6,305 ) ( 1,843 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income 26,197 — — 26,197

Net current period other comprehensive income 29,010 1,649 ( 6,305 ) 24,354

Other comprehensive income (loss) before reclassifications 9,991 ( 106 ) 5,220 15,105

Amounts reclassified from accumulated other comprehensive loss to net loss ( 2,873 ) ( 164 ) — ( 3,037 )

Net current period other comprehensive income (loss) 7,118 ( 270 ) 5,220 12,068

Balance as of June 30, 2023 $ 12,297 $ ( 356 ) $ ( 47,001 ) $ ( 35,060 )

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(1) (Losses) gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.

(2) As of June 30, 2022 and June 30, 2021, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 and $ 1,457 have been included in accumulated other comprehensive loss as of June 30, 2022 and 2021, respectively.

(2) As of June 30, 2023 and 2022, the translation adjustment is inclusive of both realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of June 30, 2023 and 2022.

Intercompany loan hedge gains of $ 44,229 and $ 56,743 , net of tax, have been included in accumulated other comprehensive loss as of June 30, 2023 and 2022, respectively.

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Business Combinations

Fiscal 2022 Acquisitions

Fiscal Year 2023 Acquisitions

On December 12, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment.

After giving effect to this investment, we have acquired approximately 58 % of the company's shares for total cash consideration of $ 498 .

The purchase consideration also includes the effective settlement of the company's existing liabilities to a Cimpress business.

We recognized the assets, liabilities, and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $ 4,724 , which is not deductible for tax purposes.

The net assets recognized upon acquisition, as well as the revenue and earnings included in our consolidated financial statements for the year ended June 30, 2023, are not material.

We utilized our available cash to fund the acquisition.

Fiscal Year 2022 Acquisitions

Acquisition of Depositphotos Inc.

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We acquired all outstanding shares of the company for a purchase price of $ 84,900 , which included a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date.

We paid $ 76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount, is payable in two separate deferred payments.

The first payment of $ 609 was made in January 2022 and the $ 8,172 remaining deferred amount is due in October 2022.

We paid $ 76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount.

The deferred payments were made in two installment, including the payment of $ 609 during fiscal year 2022 and a final deferred payment of $ 6,875 that was made during fiscal year 2023.

Depositphotos is managed within our Vista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design, and the separately branded Depositphotos business, a platform for creators that includes images, videos, and music that are developed by a large group of content contributors.

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We utilized our available cash balance to finance the acquisition.

Fiscal 2021 Acquisitions

Fiscal Year 2021 Acquisitions

Acquisition of 99designs, Inc.

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Other Acquisition

On April 23, 2021 we completed an acquisition of a fast growing company with an attractive product capability as part of our BuildASign business, acquiring approximately 81 % of the company's shares for total consideration of $ 18,535 .

On April 23, 2021 we completed an acquisition of a company with an attractive product capability as part of our BuildASign business, acquiring approximately 81 % of the company's shares for total consideration of $ 18,535 .

We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $ 14,208 , which is not deductible for tax purposes.

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Goodwill and Acquired Intangible Assets

The carrying amount of goodwill by reportable segment as of June 30, 2022 and June 30, 2021 was as follows:

The carrying amount of goodwill by reportable segment as of June 30, 2023 and 2022 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

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Acquisitions (1) 73,168 10,484 — — 83,652

Adjustments ( 821 ) — — — ( 821 )

Effect of currency translation adjustments (2) ( 5,996 ) ( 16,963 ) ( 20,251 ) — ( 43,210 )

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Acquisitions (1) — 4,724 — — 4,724

Impairment (3) — — — ( 5,609 ) ( 5,609 )

Adjustments — — — 225 225

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________________________

(1) On October 1, 2021, we acquired Depositphotos Inc., which is included in our Vista reportable segment.

In the third quarter of fiscal 2022, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment.

(1) In fiscal year 2023, we acquired a small business that is included in our PrintBrothers reportable segment, which included cash consideration of $ 498 and the recognition of goodwill of $ 4,724 .

The consideration for this purchase included the effective settlement of the company's existing liabilities to a Cimpress business.

In fiscal year 2022, we acquired Depositphotos Inc., which is included in our Vista reportable segment and recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment.

In fiscal year 2021, we acquired 99designs, which is included in our Vista reportable segment, and a small business included within our All Other Businesses reportable segment.

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(2) Related to goodwill held by subsidiaries whose functional currency is not the U.S.

(3) During the fourth quarter of fiscal year 2023, we recorded an impairment charge of $ 5,609 , related to one of our small reporting units acquired in fiscal year 2021 that is part of our All Other Businesses reportable segment.

See below for additional details.

Annual Impairment Review

Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31.

For our fiscal year 2022 annual impairment assessment, we bypassed the qualitative test and performed a quantitative test for all nine reporting units with goodwill.

To perform our quantitative goodwill test, we used the income approach, specifically the discounted cash flow method, to derive the fair value of each reporting unit.

We identified ten reporting units with goodwill individually.

We considered the timing of our most recent fiscal year 2022 fair value assessments, associated headroom, actual operating results as compared to the forecasts used to assess fair value, the current long-term forecasts for each reporting unit, and the general economic environment of each reporting unit.

After performing this qualitative assessment, we determined that there was no indication the carrying values for seven of these reporting units exceeded their respective fair values.

For each of the three remaining reporting units, we performed a quantitative goodwill impairment test that compared the estimated fair value to carrying value.

We used the income approach, specifically the discounted cash flow method, to derive the fair value.

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The discount rate used in the fair value analysis is based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.

The respective WACC percentages used for each reporting unit within our goodwill impairment test were derived from a group of comparable companies for each respective reporting unit and adjusted for the risk premium associated with each reporting unit.

Based on the results of this test, the fair values of each of our reporting units exceeded their carrying values and no goodwill impairment was recognized.

As required, prior to performing the quantitative goodwill impairment test for the three reporting units mentioned above, we first evaluated the recoverability of long-lived assets and concluded that no impairment of long-lived assets existed.

The quantitative tests were performed for Exaprint, which is part of The Print Group reportable segment, one small reporting unit that is part of our The Print Group reportable segment, as well as a small reporting unit that was acquired by our BuildASign business and included in the All Other Businesses reportable segment.

For the Exaprint reporting unit and the small reporting unit that is part of The Print Group reportable segment, we concluded that substantial headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified.

For the one remaining reporting unit, which is a small reporting unit included in our All Other Businesses reportable segment, we concluded that an impairment existed, driven in part by recent declines in revenue growth rates and lower near-term cash flow forecasts.

We recognized an impairment charge of $ 5,609 , using a WACC of 17.0 %, resulting in a post-impairment goodwill balance of $ 8,824 at June 30, 2023.

Acquired Intangible Assets

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Advertising costs 16,548 25,925

Shipping costs 10,228 9,401

Third party manufacturing and digital content costs 17,380 15,790

Shipping costs 11,146 10,228

Variable compensation incentives (1) 9,413 —

Restructuring costs 7,567 13,449

Sales returns

Purchases of property, plant and equipment 642 1,110

Professional fees 2,394 4,210

Interest payable 2,847 2,477

Professional fees 2,743 2,394

Other 54,879 56,885

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______________________

(1) The increase in third party manufacturing and digital content costs from June 30, 2021 to June 30, 2022 is primarily due to increased revenue causing higher third party fulfillment costs as well as the impact from our recent acquisition of Depositphotos on October 1, 2021.

Refer to Note 7 for additional information about the acquisition.

(1) Includes cash-based employee long-term incentives, which are variable based on the performance of individual businesses and vest over four years.

As the first payout will occur during the first half of fiscal year 2024, a portion of the balance is now classified as a current liability within accrued expenses.

Other current liabilities included the following:

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______________________

(1) The decrease in the current portion of our finance lease obligations is primarily due to the exercise of a purchase option for a previously leased facility that decreased our finance lease liability by $ 23,534 .

We immediately sold this facility to a third party and recognized a $ 3,324 gain on the sale of the asset during the year ended June 30, 2022.

Refer to Note 16 for additional details.

(2) The decrease in short-term derivative liabilities is due to volatility in interest and foreign currency rates.

Refer to Note 4 for additional details.

(3) Other current liabilities decreased primarily due to the $ 43,647 payment made in February 2022 for our prior year acquisition of 99designs.

Refer to Note 7 for additional details.

(1) The decrease is due in part to the payment of an acquisition-related liability associated with our Depositphotos acquisition of $ 6,875 that occurred during the third quarter of fiscal year 2023.

Other liabilities included the following:

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Long-term finance lease obligations (1) $ 29,822 $ 14,699

Long-term derivative liabilities (1) 463 41,074

Long-term compensation incentives 22,286 19,934

Mandatorily redeemable noncontrolling interest (2) 12,018 —

Long-term derivative liabilities 1,737 463

Other 24,195 29,298

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______________________

(1) The decrease in long-term derivative liabilities is due to volatility in interest and currency rates.

Refer to Note 4 for additional details about our derivative financial instruments.

(2) Includes cash-based employee bonus incentives, which are variable based on the performance of each individual business and vest over four years.

(1) The increase in long-term finance lease obligations compared to the prior year was largely due to the extension of various lease contracts across our reportable segments as well as the inclusion of finance lease obligations from the acquisition of a small business within our PrintBrothers reportable segment during fiscal year 2023.

(2) During the second quarter of fiscal year 2023, we reclassified the noncontrolling interest for three businesses in the PrintBrothers reportable segment to other liabilities, due to the exercise of a put option for a portion of the minority equity interests, which triggered a mandatory redemption feature for the remaining minority equity interest .

Refer to Note 14 for additional details.

June 30, 2023 June 30, 2022

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_____________________

(1) During the fourth quarter of fiscal 2023, we repurchased an aggregate principal amount of $ 51,700 of our 7.0% Senior Notes due 2026.

Refer below for additional details.

(2) Balances as of June 30, 2023 and June 30, 2022 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,526 and $ 3,498 , respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default.

As of June 30, 2022 , we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes (as defined below).

As of June 30, 2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes.

Senior Secured Credit Facility

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Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

The LIBOR sunset occurred on June 30, 2023, and under the terms of our Restated Credit Agreement, our benchmark rate transitioned to Term SOFR in July 2023.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens;

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Senior Unsecured Notes

We have issued $ 600,000 in aggregate principal of 7.0% Senior Notes due 2026 (the "2026 Notes"), which are unsecured.

As of June 30, 2023, we have $ 548,300 in aggregate principal outstanding of our 2026 Notes, which are unsecured.

We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

As of June 30, 2022 , we have not redeemed any of the 2026 Notes.

During the fourth quarter of fiscal year 2023, we repurchased an aggregate principal amount of $ 51,700 , for a repurchase price of $ 44,994 , as well as the related settlement of unpaid interest.

We recognized a gain on the extinguishment of debt of $ 6,764 , which included an immaterial write-off of unamortized debt issuance costs and debt premiums.

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of June 30, 2022 and June 30, 2021, we had $ 8,063 and $ 12,835 , respectively, outstanding for those obligations that are payable through March 2027.

As of June 30, 2023 and 2022, we had $ 7,076 and $ 8,063 , respectively, outstanding for those obligations that are payable through September 2027.

Shareholders' Deficit

In conjunction with our issuance of our 12% Senior Secured Notes due 2025 in fiscal year 2020, we also issued 7-year warrants, to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares.

The warrants are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $ 60 per share.

In conjunction with our issuance of our 12% Senior Secured Notes due 2025 in fiscal year 2020, which we subsequently redeemed in fiscal year 2021, we also issued 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance.

The warrants, which currently remain outstanding, are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $ 60 per share.

The warrants may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.

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The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to be being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the 12% Senior Secured Notes.

As of June 30, 2022 the warrants remain outstanding.

Share-based awards

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Upon approval, we ceased granting any new awards under any of our prior equity plans that had shares available for future grant, consisting of our 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan, and we now grant all equity awards under the 2020 Plan.

The maximum number of ordinary shares to be issued under the 2020 Plan is 3,500,000 plus an additional number of ordinary shares equal to the number of PSUs currently outstanding under the 2016 Performance Equity Plan that expire, terminate or are

otherwise surrendered, canceled or forfeited.

The maximum number of ordinary shares to be issued under the 2020 Plan is 5,500,000 plus an additional number of ordinary shares equal to the number of PSUs currently outstanding under the 2016 Performance Equity Plan that expire, terminate or are otherwise surrendered, canceled, or forfeited.

The 2020 Plan allows us to grant share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, and dividend equivalent rights to our employees, officers, non-employee directors, consultants, and advisors.

As noted above, we currently grant equity awards under our 2020 Plan.

Our 2016 Performance Equity Plan previously allowed us to grant PSUs to our employees, officers, non-employee directors, consultants, and advisors.

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Treasury shares and newly issued shares have both historically been used in fulfillment of our share-based awards.

Performance share units ("PSUs")

Performance share units

PSU awards entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon continued service to Cimpress and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price.

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The weighted average fair value of PSUs granted during the fiscal years ended June 30 2023, 2022, and 2021 was $ 17.61 , $ 110.28 , and $ 129.25 , respectively.

The total intrinsic value of PSUs outstanding at the fiscal years ended June 30, 2022, 2021, and 2020 was $ 52,875 , $ 125,616 , and $ 78,951 , respectively.

The total intrinsic value of PSUs outstanding as of June 30 2023, 2022, and 2021 was $ 83,376 , $ 52,875 , and $ 125,616 , respectively.

The total intrinsic value of PSUs assumes that the performance condition is met;

however, it is possible that a portion or all of these PSUs will not achieve the associated performance condition.

As of June 30, 2023, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 3,504,360 shares.

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The weighted average fair value of RSUs granted during the fiscal years ended June 30 2023, 2022, and 2021 was $ 44.25 , $ 80.26 , and $ 93.64 , respectively.

The total intrinsic value of RSUs vested during the fiscal years ended June 30, 2022, 2021, 2020 was $ 10,123 , $ 17,231 , and $ 1,905 , respectively.

The total intrinsic value of RSUs vested during the fiscal years ended June 30 2023, 2022, and 2021 was $ 13,544 , $ 10,123 , and $ 17,231 , respectively.

Share options

We have previously granted options to purchase ordinary shares at prices that are at least equal to the fair market value of the shares on the date the option is granted and that generally vest over 4 years with a contractual term of ten years.

We have granted options to purchase ordinary shares at prices that are at least equal to the fair market value of the shares on the date the option is granted and that generally vest over 4 years with a contractual term of ten years.

The fair value of each option award subject only to service period vesting is estimated on the date of grant using the Black-Scholes option pricing model and recognized as expense on a straight-line basis over the requisite service period.

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Treasury yield curve with a maturity equal to the expected life assumed at the grant date.

The fair value of share options with a market condition is determined using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period.

We did not grant any share options in fiscal year 2022.

We value share options with a market condition using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period.

We did not grant any share options in fiscal years 2022 or 2021.

Weighted-average values used for option awards in fiscal year 2023 were as follows:

Year Ended June 30,

Risk-free interest rate 3.06 %

Expected dividend yield — %

Expected term (years) 4.01

Expected volatility 61.99 %

Weighted average fair value of options granted $ 22.83

A summary of our share option activity and related information for the year ended June 30, 2023 is as follows:

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Outstanding at the beginning of the period 5,298 $ 80.01 2.8

Granted 436,211 45.94

Exercised ( 7,073 ) 46.20

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The intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received if all option holders exercised in-the-money options on June 30, 2023.

No options were exercised during the fiscal year ended June 30, 2022.

The total intrinsic value of options exercised during the fiscal years ended June 30, 2021 and 2020 was $ 5,460 , and $ 92,582 , respectively.

The total intrinsic value of options exercised during the fiscal years ended June 30, 2023 and 2021 was $ 41 and $ 5,460 , respectively, while no options were exercised during the fiscal year ended June 30, 2022.

Share-based compensation

Total share-based compensation costs were $ 49,766 , $ 37,034 , and $ 34,874 for the years ended June 30, 2022, 2021, and 2020, respectively, and we elected to recognize the impact of forfeitures as they occur.

Total share-based compensation costs were $ 42,122 , $ 49,766 , and $ 37,034 for the years ended June 30 2023, 2022, and 2021, respectively, and we recognize the impact of forfeitures as they occur.

Share-based compensation costs capitalized as part of software and website development costs were $ 1,879 , $ 1,221 , and $ 1,338 for the years ended June 30 2023, 2022, and 2021, respectively.

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the opportunity to participate in one of these plans and match most employees' eligible contributions at various rates subject to service vesting as specified in each of the related plan documents.

This matching program was temporarily suspended from March 2020 through December 31, 2020 and was reinstated on January 1, 2021.

As part of the cost reduction measures taken in response to the pandemic, the matching program was temporarily suspended from March 2020 through December 31, 2020 and was reinstated on January 1, 2021.

We expensed $ 16,061 , $ 16,157 , and $ 12,228 for our government-mandated and defined contribution plans in the years ended June 30 2023, 2022, and 2021, respectively.

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Eligibility is determined in accordance with local statutory requirements.

Under this plan, both we and certain of our employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary.

Under this plan, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary.

Employer contributions must be in an amount at least equal to the employee’s contribution.

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For the years ended June 30 2023, 2022, and 2021 we recognized expense totaling $ 282 , $ 537 , and $ 667 , respectively, related to our Swiss plan.

The income tax disclosures for the year ended June 30, 2021 have been updated to reflect the prior period revision, as described in Note 2.

The following is a summary of our income (loss) before income taxes by geography:

The following is a summary of our (loss) income before income taxes by geography:

Year Ended June 30,

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earnings ( 52.5 ) 97.1 ( 20.3 )

Swiss tax reform — — ( 3,779.0 )

Change in valuation allowance ( 457.2 ) 363.7 ( 27.2 )

Nondeductible interest expense ( 30.2 ) 52.7 ( 18.6 )

Change in entity status 4.0 — —

Compensation related items ( 13.7 ) 21.9 0.2

tax reform — — ( 372.6 )

Goodwill impairment ( 4.1 ) — —

Change in valuation allowance 363.7 ( 27.2 ) 1,277.5

Irish foreign tax credit 21.4 ( 46.8 ) 8.8

Tax on repatriated earnings ( 15.0 ) 39.2 ( 3.9 )

Gain/loss on sale of subsidiary — — ( 189.2 )

Gain on the extinguishment of debt 2.8 — —

Notional interest deduction (Italy) 2.6 ( 8.8 ) 1.4

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Tax credits and incentives 24.1 ( 23.7 ) 4.2

Non-US tax rate changes 57.6 1.2 81.7

tax rate changes ( 1.1 ) 57.6 1.2

Irish tax restructuring — ( 13.4 ) —

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foreign-derived intangible income (FDII) 2.7 ( 6.8 ) —

Net tax (benefit) expense on intellectual property transfer ( 10.4 ) — 16.4

base erosion and anti-abuse tax (BEAT) ( 2.1 ) — —

Net tax benefit on intellectual property transfer 1.0 ( 10.4 ) —

Tax loss carryforward expirations ( 5.1 ) 4.8 ( 0.5 )

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Uncertain tax positions ( 10.5 ) 35.9 ( 1.0 )

Nondeductible interest expense 52.7 ( 18.6 ) 157.4

Other non-deductible expenses ( 6.0 ) 7.1 0.5

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Effective income tax rate ( 514.5 ) % 642.0 % ( 29.7 ) %

For the year ended June 30, 2022, our effective tax rate was above our U.S.

federal statutory tax rate primarily due to establishing a partial valuation allowance on Swiss deferred tax assets of $ 29,600 related to Swiss tax reform benefits recognized in fiscal 2020 and Swiss tax loss carryforwards that we no longer expect to fully realize.

For the year ended June 30, 2023, our effective tax rate was below our U.S.

federal statutory tax rate primarily due to establishing a full valuation allowance on Swiss deferred tax assets of $ 116,694 related to Swiss tax reform benefits recognized in fiscal year 2020 and Swiss tax loss carryforwards.

Management concluded in the second quarter of this fiscal year that based on current period results at that time, objective and verifiable negative evidence of recent losses in Switzerland outweighed more subjective positive evidence of anticipated future income.

In addition, we had non-deductible interest expense and losses in certain jurisdictions for which we cannot recognize a tax benefit.

The jurisdictions that have the most significant impact to our non-U.S.

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For the year ended June 30, 2023, our effective tax rate was ( 514.5 )% as compared to the prior year effective tax rate of 642.0 %.

The increase in our effective tax rate as compared to the prior year is primarily due to the Swiss partial valuation allowance in addition to a less favorable mix of earnings year over year.

Our fiscal year 2021 effective tax rate was higher than fiscal year 2020 primarily due to Swiss Tax Reform benefits of $ 113,482 recognized in the year ended June 30, 2020.

On October 25, 2019, the canton of Zurich enacted tax law changes by publishing the results of its referendum to adopt the Federal Act on Tax Reform and AHV Financing (TRAF), which we refer to as Swiss Tax Reform.

Swiss Tax Reform was effective as of January 1, 2020 and included the abolishment of various favorable federal and cantonal tax regimes.

Swiss Tax Reform provided transitional relief measures for companies that lost the tax benefit of a ruling, including a "step-up" for amortizable goodwill, equal to the amount of future tax benefit they would have received under their existing ruling, subject to certain limitations.

We recognized a tax benefit of

$ 113,482 , gross of $ 29,600 valuation allowance recorded as of June 30, 2022, to establish Swiss deferred tax assets related to transitional relief measures and to remeasure our existing Swiss deferred tax assets and liabilities.

We do not expect to realize the majority of this benefit until fiscal year 2025 through fiscal year 2030.

During the year ended June 30, 2022, the Swiss tax reform amortizable goodwill deferred tax asset decreased $ 4,676 due to currency exchange rate changes and $ 5,310 due to Cantonal tax rate changes.

The decrease in our effective tax rate as compared to the prior year is primarily due a pre-tax loss for the year ended June 30, 2023 as compared to pre-tax income in the year ended June 30, 2022.

During the year ended June 30, 2023 we recognized tax expense of $ 116,694 to establish a full valuation allowance in Switzerland as compared to tax expense of $ 29,600 in the year ended June 30, 2022 to establish a partial valuation allowance in Switzerland.

Our fiscal year 2022 effective tax rate was higher than fiscal year 2021 primarily due to establishing a partial valuation allowance in Switzerland.

As of June 30, 2023, we recorded a deferred tax asset of $ 131,472 related to Swiss tax-amortizable goodwill, which we can benefit from during fiscal year 2025 through fiscal year 2030 under our Swiss tax ruling.

During the year ended June 30, 2023, the Swiss tax-amortizable goodwill deferred tax asset increased $ 7,579 due to currency exchange rate changes.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2023 and 2022:

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Deferred tax assets:

Swiss tax reform amortizable goodwill $ 123,893 $ 133,879

Swiss tax-amortizable goodwill $ 131,472 $ 123,893

Net operating loss carryforwards 75,643 71,820

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Credit and other carryforwards 58,790 47,405

Derivative financial instruments — 5,745

Other 4,469 1,120

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Derivative financial instruments ( 17,091 ) ( 19,703 )

Italy tax suspension reserve — ( 4,528 )

Other ( 8,641 ) ( 7,584 )

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In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized.

The increase in the valuation allowance from the prior year relates primarily to the Swiss partial valuation allowance and losses in certain jurisdictions (mainly Brazil, China, Cyprus, Japan, the Netherlands and the United Kingdom) for which management has determined we cannot recognize the related deferred tax assets.

Also, we generated $ 303 of Irish foreign tax credit carryforwards and increased interest limitation carryforwards of $ 3,440 in various jurisdictions, neither of which expire, but for which management has determined it is more likely than not that these will not be utilized.

Other increases in our valuation allowance include increased U.S.

research and development credit carryforwards of $ 2,469 and U.S.

share-based compensation deferred tax assets of $ 4,225 .

The increase in valuation allowance was offset by the release of valuation allowances related to tax losses in France and Ireland of $ 3,313 and $ 3,331 , respectively, which management has determined can be realized;

the release of valuation allowances related to derivative financial instruments of $ 5,745 recorded in accumulated other comprehensive loss on the balance sheet;

and a partial release in the U.S.

of $ 4,402 related to acquired deferred tax liabilities.

We have recorded valuation allowances of $ 27,858 , $ 4,783 and $ 14,300 against deferred tax assets related to U.S.

The increase in the valuation allowance from the prior year relates primarily to the Swiss full valuation allowance and losses in certain jurisdictions (mainly Brazil, Japan, the Netherlands, Ireland, and the United Kingdom) for which management has determined we cannot recognize the related deferred tax assets.

Also, we generated $ 4,202 of Irish foreign tax credit carryforwards and increased tax effected interest limitation carryforwards of $ 7,365 in various jurisdictions, neither of which expire, but for which management has determined it is more likely than not that these will not be utilized.

The increase in valuation allowance was offset by the release of valuation allowances related to the exit of our YSD business of $ 3,224 .

We have recorded a full valuation allowance against deferred tax assets of $ 22,583 and $ 131,472 related to Swiss tax losses and the Swiss tax-amortizable goodwill, respectively.

In addition, we have recorded valuation allowances of $ 28,744 , $ 5,123 , and $ 14,768 against deferred tax assets related to U.S.

research and development credits, U.S.

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share-based compensation, respectively, for which management has determined that it is more likely than not that these will not be realized.

We have not recorded a valuation allowance against deferred tax assets of $ 10,561 and $ 102,098 related to Swiss tax losses and the Swiss amortizable goodwill, respectively, as the portions we do expect to realize in the future.

Management believes there is sufficient positive evidence in the form of historical and future projected profitability to conclude that it is more likely than not that these benefits in Switzerland will be utilized against future taxable profits within the available carryforward periods.

Our assessments are reliant on the attainment of our future operating profit goals.

Failure to achieve these operating profit goals may change our assessment of these deferred tax assets, and such change would result in additional valuation allowance and an increase in income tax expense to be recorded in the period of the change in assessment.

We will continue to review our forecasts and profitability trends on a quarterly basis.

Based on the weight of available evidence at June 30, 2023, management believes that it is more likely than not that all other net deferred tax assets will be realized in the foreseeable future.

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_________________

(1) Amount is primarily related to partial Swiss valuation allowance, increased non-U.S.

net operating losses, increased U.S.

research and development credits and share-based compensation, increased Irish foreign tax credits, increased interest limitation carryforwards and release of valuation allowances in France, Ireland and the U.S.

(2) Amount is primarily related to decreases in deferred tax assets on non-U.S.

net operating losses due to currency exchange rate changes and unrealized gains on derivative financial instruments included in Accumulated Other Comprehensive Loss.

(1) Amount is primarily related to full Swiss valuation allowance, increased non-U.S.

net operating losses, increased Irish foreign tax credits, and increased interest limitation carryforwards.

(2) Amount is primarily related to increased Swiss tax-amortizable goodwill deferred tax asset and deferred tax assets on non-U.S.

net operating losses due to currency exchange rate changes offset by unrealized gains on derivative financial instruments included in accumulated other comprehensive loss.

As of June 30, 2023, we had gross U.S.

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We also had gross non-U.S.

net operating loss carryforwards of $ 477,144 , a significant amount of which begin to expire in fiscal year 2024, with the remaining amounts expiring on various dates from fiscal year 2023 through fiscal year 2032 or with unlimited carryforward.

net operating loss carryforwards of $ 564,818 , a significant amount of which begin to expire in fiscal year 2024, with the remaining amounts expiring on various dates from fiscal year 2024 through fiscal year 2032 or having unlimited carryforward.

In addition, we had $ 33,854 of tax credit carryforwards primarily related to U.S.

federal and state research and development credits, which expire on various dates beginning in fiscal year 2030 or with unlimited carryforward.

federal and state research and development credits, which expire on various dates beginning in fiscal year 2030 or having unlimited carryforward.

We also had $ 22,778 , $ 6,130 , and $ 1,048 of U.S.

federal, apportioned state, and non-U.S.

federal, apportioned U.S.

state, and non-U.S.

capital loss carryforwards, respectively.

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Lastly, we had $ 12,535 of Irish foreign tax credits with unlimited carryforward.

The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions where they arose.

The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions in which they arose.

We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our subsidiaries’ earnings:

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Accordingly, there has been no provision for income or withholding taxes on these earnings.

We currently benefit from various income tax holidays in certain jurisdictions.

The tax holidays expire on various dates through August 2022.

When the tax holidays expire, we will be subject to tax at rates ranging from 15 % to 25 %.

As a result of the tax holidays, our net income was higher by $ 266 for fiscal year 2022.

A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows:

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We recognize interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense.

The accrued interest and penalties recognized as of June 30, 2022, 2021 and 2020 were $ 1,383 , $ 1,014 and $ 384 , respectively.

The interest and penalties recognized as of years ended June 30, 2023, 2022, and 2021 were $ 1,924 , $ 1,383 , and $ 1,014 , respectively.

It is reasonably possible that a further change in unrecognized tax benefits in the range of $ 910 to $ 960 may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations.

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We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally.

The years 2016 through 2022 remain open for examination by the United States Internal Revenue Service ("IRS") and the years 2015 through 2022 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns.

The years 2016 through 2023 remain open for examination by the United States Internal Revenue Service ("IRS") and the years 2015 through 2023 remain open for examination in the various states and non-U.S.

tax jurisdictions in which we file tax returns.

We are currently under income tax audit in certain jurisdictions globally.

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Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the businesses' management team owns a minority portion of the equity, which includes those described below, as well as several immaterial noncontrolling interests.

The put options for several of our noncontrolling interests are exercisable in fiscal year 2023.

Exercising a put option is at the discretion of each noncontrolling interest holder, which creates uncertainty around the timing of our cash outflow should an option be exercised.

As of June 30, 2022, the total estimated redemption value is $ 103,572 for those noncontrolling interests with exercise windows in fiscal year 2023.

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity.

The put options for several of our noncontrolling interests were exercised during the second quarter of fiscal year 2023 as summarized below.

In addition to the noncontrolling interests described below, we also have several less significant minority interests that span multiple businesses and reportable segments.

PrintBrothers

Members of the PrintBrothers management team hold minority equity interests ranging from 11 % to 12 % in each of the three businesses within the segment.

The put options associated with the redeemable noncontrolling interests have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December.

The first window occurred in the second quarter of fiscal 2022 and no options were exercised.

The next exercise window, which occurs in the second quarter of fiscal 2023, is based on actual results through June 30, 2022, and the estimated redemption value for the collective noncontrolling interests is $ 99,724 .

If the put options are exercised, then Cimpress may redeem the remaining 10% minority equity interest concurrently with the put option exercise or on the first, second, or third anniversary of the put option exercise.

Cimpress has call options for the full amount of the minority equity interests with the first exercise window occurring during the second quarter of fiscal year 2027.

During the year ended June 30, 2022, the redemption value of two PrintBrothers businesses increased above their carrying value due to strong financial performance during the current fiscal year as well as the lapping of a period where performance was more severely impacted by the pandemic.

The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $ 61,691 .

The offsetting amount was recognized within retained earnings as the redemption values for these noncontrolling interests were below each estimated fair value.

The following table presents the reconciliation of changes in our redeemable noncontrolling interests:

Redeemable Noncontrolling Interest

Members of the PrintBrothers management team hold minority equity interests in several businesses within the reportable segment.

During the second quarter of fiscal year 2023, put options were exercised by the minority interest holders for a portion of their equity interests that required us to purchase 10 % to 11 % in three of the respective businesses for a total of $ 90,841 .

The exercise of the put options triggered a mandatory redemption feature for the remaining minority equity interests, which requires the purchase of the remaining 1% equity interests on the third anniversary of the put option exercise, absent the earlier exercise of a call option on the first or second anniversaries by Cimpress.

The remaining noncontrolling interests are mandatorily redeemable, which required the reclassification of the remaining equity interests to a liability, which has been presented in other liabilities within our consolidated balance sheet.

The following table presents the reconciliation of changes in our noncontrolling interests:

Redeemable Noncontrolling Interest Noncontrolling Interest

Balance as of June 30, 2021 $ 71,120 $ —

Acquisition of noncontrolling interest (1) 4,453 —

Accretion to redemption value recognized in retained earnings (2) 3,049

Accretion to redemption value (2) 61,962 —

Net income attributable to noncontrolling interests 3,761 —

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Purchase of noncontrolling interest (4) ( 95,567 ) —

Reclassification to mandatorily redeemable noncontrolling interest (5) ( 9,582 ) —

Foreign currency translation ( 4,733 ) 11

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(1) During fiscal year 2021, we acquired the majority equity interest in an immaterial business within our All Other reportable segment.

On January 21, 2022, we completed a transaction that resulted in our acquisition of a 75 % interest in a company that is included in the PrintBrothers reportable segment.

The remaining 25 % is considered a redeemable noncontrolling interest which was recognized at fair value as of the acquisition date.

(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings or additional paid in capital is the result of the estimated redemption amount being greater than carrying value but less than fair value.

Refer above for additional details included above.

(1) During fiscal years 2023 and 2022, we acquired the majority equity interests in two separate immaterial businesses within our PrintBrothers reportable segment.

(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value.

(3) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses.

(4) During fiscal year 2021, a PrintBrothers noncontrolling interest holder sold their shares to Cimpress and in fiscal year 2022 the final redemption amount associated with this share purchase was paid.

(4) As discussed above, we purchased an additional 10% to 11% of the equity interests in three PrintBrothers businesses during the second quarter of fiscal year 2023, as well as the 1% minority interest in our BuildASign business.

In fiscal year 2022, we paid the final redemption amount to one minority equity interest holder in our PrintBrothers businesses, which we agreed to purchase in fiscal year 2021.

(5) During the second quarter of fiscal year 2023, the minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity interests.

The remaining minority equity interests were reclassified to mandatorily redeemable noncontrolling interests, as part of other liabilities within the consolidated balance sheets.

Refer above for additional information regarding the transaction and Note 9 for additional details about the reclassified liability balance.

Segment Information

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As of June 30, 2023, we have numerous operating segments under our management reporting structure, which are reported in the following five reportable segments:

• Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success.

This segment also includes our recently acquired Depositphotos business, whose subsidiary, Crello, was rebranded to VistaCreate soon after the acquisition.

• PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses.

• The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses.

• Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, Depositphotos, 99designs by Vista, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success.

• PrintBrothers - Consists of three of our Upload & Print businesses, which includes druck.at, Printdeal, and WIRmachenDRUCK that primarily serve customers in Austria, Belgium, Germany, the Netherlands, and Switzerland.

• The Print Group - Includes our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses, which are Upload & Print businesses that primarily serve customers in France, Italy, Spain, and the United Kingdom.

• National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel, and gifts.

• All Other Businesses - Includes a collection of businesses grouped together based on materiality.

In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two smaller businesses that we continue to manage at a relatively modest operating loss and a recently acquired company that provides production expertise and sells into a growing product category.

In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment includes one smaller business that we continue to manage at a relatively modest operating loss and a recently acquired company that provides production expertise and sells into a growing product category.

◦ BuildASign is an internet-based provider of canvas-print wall décor, business signage, and other large-format printed products, based in Austin, Texas.

◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.

◦ YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property owners in China.

During the fourth quarter of fiscal 2022, we decided to exit our YSD business, which we expect to complete at the beginning of fiscal 2023.

◦ We exited our YSD business, which was included in this reportable segment, during fiscal year 2023.

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform;

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administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members;

and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal.

and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, capital allocation, and the functions of our CEO and CFO.

These costs also include certain unallocated share-based compensation costs.

During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment.

These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business.

We have revised our presentation of all prior periods presented to reflect our revised segment reporting, decreasing Vista EBITDA and Central and corporate costs by $ 7,044 , $ 6,031 , and $ 3,745 for the years ended June 30, 2022, 2021 and 2020, respectively.

The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis.

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(1) During the first quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to decrease Vista segment revenue by $ 16,552 for the year ended June 30, 2022.

Refer to Note 2 for additional details.

(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.

The decrease of inter-segment eliminations is the result of significant cross-business transactions during the three and nine months ended June 30, 2022 associated with the fulfillment of masks in response to the pandemic.

Demand for this product was far lower in the current periods.

The decrease of inter-segment eliminations is the result of significant cross-business transactions during the fiscal year ended June 30, 2021 associated with the fulfillment of masks in response to the pandemic.

Demand for this product was far lower in the years ended June 30, 2023 and 2022.

Year Ended June 30, 2023

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Total external revenue $ 1,425,917 $ 420,946 $ 258,230 $ 281,623 $ 189,245 $ 2,575,961

The following table includes segment EBITDA by reportable segment, total income from operations and total income (loss) before income taxes:

__________________

(1) During the fourth quarter of fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the fiscal years ended June 30, 2022 and 2021, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies.

We have corrected the disclosed figures as included herein.

The following table includes segment EBITDA by reportable segment, total income from operations, and total (loss) income before income taxes:

Year Ended June 30,

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Proceeds from insurance — — ( 122 )

Earn-out related charges — — 54

Certain impairments and other adjustments ( 6,932 ) 9,709 ( 20,453 )

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Interest expense, net ( 112,793 ) ( 99,430 ) ( 119,368 )

Loss on early extinguishment of debt — ( 48,343 ) —

Income (loss) before income taxes $ 9,331 $ ( 63,554 ) $ 3,003

Gain (loss) on early extinguishment of debt 6,764 — ( 48,343 )

(Loss) income before income taxes $ ( 30,222 ) $ 9,331 $ ( 63,554 )

Year Ended June 30,

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Enterprise Wide Disclosures:

The following tables set forth revenues by geographic area and groups of similar products and services:

The following table sets forth revenues by significant geographic area:

Year Ended June 30,

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United States $ 1,407,691 $ 1,320,347 $ 1,226,606

358,384 350,281 351,348

1,437,075 1,026,244 878,479

Germany 460,516 420,041 353,253

Other (2) 1,211,420 1,147,167 996,102

Total revenue $ 3,079,627 $ 2,887,555 $ 2,575,961

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(1) During the fourth quarter of fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for the fiscal year ended June 30, 2022 and 2021, which understated revenue in the United States and Germany, with an offsetting overstatement in the Other geographies.

We have corrected the disclosed figures as included herein.

(2) Our other revenue includes Ireland, our country of domicile.

The following table sets forth revenues by groups of similar products and services:

Year Ended June 30,

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Physical printed products and other (1) $ 2,990,041 $ 2,789,600 $ 2,477,158

Digital products/services (4) 97,955 98,803 49,991

Digital products and services 89,586 97,955 98,803

Total revenue $ 3,079,627 $ 2,887,555 $ 2,575,961

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(1) Our revenues within the German market exceeded 10% of our total consolidated revenue.

Therefore we have presented Germany as a significant geographic area.

(2) Our other revenue includes Ireland, our country of domicile.

(1) Other revenue includes miscellaneous items, which account for less than 1% of revenue.

(4) Digital products/service revenue includes revenue associated with design services includes revenue from our Depositphotos and 99designs businesses since their acquisition dates of October 1, 2021 and October 1, 2020, respectively.

Refer to Note 7 for additional details.

The following table sets forth long-lived assets by geographic area:

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(1) Excludes goodwill of $ 766,600 and $ 726,979 , intangible assets, net of $ 154,730 and $ 186,744 , deferred tax assets of $ 113,088 and $ 149,618 , and marketable securities, non-current of zero and $ 50,713 as of June 30, 2022 and June 30, 2021, respectively.

(1) Excludes goodwill of $ 781,541 and $ 766,600 , intangible assets, net of $ 109,196 and $ 154,730 , deferred tax assets of $ 12,740 and $ 113,088 , and marketable securities, non-current of $ 4,497 and zero as of June 30, 2023 and June 30, 2022, respectively.

(2) The decrease of the United States long-lived assets is primarily driven by the termination of our Waltham, MA lease in August 2022 that resulted in a reduction to the operating lease asset and related leasehold improvements.

(3) The decrease in Japan's long-lived assets is due to the planned sale of the land and building, which resulted in the classification of the carrying value as prepaid expenses and other current assets because it meets held-for-sale criteria as of June 30, 2023.

Refer to Note 18 for additional details.

We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2037.

Our finance leases primarily relate to machinery and plant equipment.

Over the past three years, we continually assessed our leased real estate footprint as a facet of our evolving remote-first operating model for many of our employees, which resulted in a decrease to our leased real estate portfolio over this period of time.

The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2023 and 2022:

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Total lease liabilities $ 118,987 $ 106,563

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(1) The decrease in finance lease assets and current liabilities is due primarily to the lease modification described below within the "Purchase and Sale of Leased Facilities" section.

The following table represents the lease expenses for the years ended June 30, 2023 and 2022:

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Net operating and finance lease cost $ 40,998 $ 40,636

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(1) The decrease in operating lease expense from fiscal year 2021 to fiscal year 2022 is mainly driven by prior year decisions to exit certain leased facilities as some of our businesses have shifted to a remote-first operating model.

Future minimum lease payments under non-cancelable leases as of June 30, 2023 were as follows:

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Finance leases 6.23 % 2.79 %

(1) The decrease in finance lease weighted-average remaining lease term and discount rate is due primarily to the lease modification described below within the "Purchase and Sale of Leased Facilities" section.

Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

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(1) The current fiscal year financing cash outflows include the payment to purchase the leased facility discussed below.

(1) The decrease in financing cash flows from finance leases is driven by the non-recurring purchase option exercise for a leased facility in fiscal year 2022, with the purchased facility being subsequently sold.

Refer to additional details below.

Purchase and Sale of a Leased Facility

During the second quarter of fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, resulting in a $ 23,534 decrease in the current portion of our finance lease obligations.

We immediately sold this facility to a separate third party for $ 23,226 .

We previously identified a triggering event for this leased facility in fiscal year 2021 due to a change in our intended use of the right-of-use asset, as we had committed to plans to exit the space and instead market it to be subleased or sold.

At that time, we assessed the lease for impairment and performed a discounted cash flow analysis using current market-based rent assumptions, which resulted in an impairment of $ 7,420 that was recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

Additionally, we recorded an impairment for abandoned equipment in the amount of $ 1,680 that was recognized in general and administrative expense for the year ended June 30, 2021.

Due to the fiscal year 2021 impairment charge taken, we recognized a $ 3,324 gain on the sale of the asset within general and administrative expense on our consolidated statement of operations during the year ended June 30, 2022.

For the year ended June 30, 2022, our consolidated statement of cash flows includes a $ 23,226 cash inflow for the sale of the facility presented as an investing activity as part of proceeds from the sale of assets and a $ 27,885 cash outflow for the exercise of the purchase option presented as a financing activity as part of payments of finance lease obligations.

During fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, immediately sold the facility to a separate third party for $ 23,226 , and recognized a $ 3,324 gain on the sale within general and administrative expense on our consolidated statement of operations.

The purchase option exercise was presented as a financing activity on our consolidated statement of cash flows while the sale of the facility was presented as an investing activity.

Prior to the purchase and sale, as required under our long-lived asset policy, we identified a triggering event in fiscal year 2021 for this leased facility and abandoned equipment, which resulted in impairment charges of $ 7,420 and $ 1,680 , respectively, that were recognized in general and administrative expense on the consolidated statement of operations.

Waltham Lease Modification

On January 6, 2021, we modified the lease agreement for our Waltham, Massachusetts office location, which resulted in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we no longer lease and the payment of an early termination fee of $ 8,761 .

Due to the partial termination of the lease, we recorded a decrease to the operating lease liabilities of $ 47,801 to reflect the reduced lease payments, including the termination penalties.

We also recorded a decrease to the operating lease asset of $ 46,645 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $ 1,156 , recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

Due to our plans to no longer occupy the remaining leased office space and instead market the space to be subleased, we identified a triggering event with regards to the modified right-of-use asset.

Therefore, we performed a discounted cash flow analysis that considered market-based rent assumptions, which resulted in an impairment of the right-of-use asset of $ 7,489 which was recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

Additionally, we recorded an impairment to general and administrative expense for abandoned assets related to the vacated space totaling $ 4,483 , which included $ 2,787 in subtenant allowances, $ 1,312 in leasehold improvements, and $ 384 in furniture and fixtures.

During fiscal year 2021, we modified the lease agreement for our Waltham, Massachusetts office location, which resulted in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we no longer lease and the payment of an early termination fee of $ 8,761 .

Due to the partial termination of the lease, we recognized a gain of $ 1,156 in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

As required under our long-lived asset policy, we identified a triggering event with regards to the modified right-of-use asset and abandoned property, plant and equipment related to the vacated space, which resulted in impairments of $ 7,489 and $ 4,483 , respectively, which were recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

Commitments and Contingencies

The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2023 are as follows:

2024 $ 14,063

2028 1,053,809

Total $ 1,653,989

Purchase Obligations

At June 30, 2022 , we had unrecorded commitments under contract of $ 310,797 , including inventory, third-party fulfillment and digital service purchase commitments of $ 124,383 ;

At June 30, 2023, we had unrecorded commitments under contract of $ 222,860 .

These commitments consist of inventory, third-party fulfillment, and digital services of $ 100,327 ;

third-party cloud services of $ 74,912 ;

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advertising of $ 10,070 ;

professional and consulting fees of $ 6,245 ;

production and computer equipment purchases of $ 3,853 ;

professional and consulting fees of $ 6,372 , and other unrecorded purchase commitments of $ 17,300 .

The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2022 are as follows:

2023 $ 13,884

Thereafter 1,041,883

Total $ 1,705,365

Other Obligations

We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 8,425 as of June 30, 2022 , which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022.

and other commitments of $ 13,775 .

Lease Arrangements

We lease certain assets, including manufacturing facilities, machinery and plant equipment, and office space under lease agreements.

Refer to Note 16 for additional details.

Other Obligations

In February 2023, we made a $ 6,875 deferred payment for our Depositphotos acquisition, resulting in no outstanding acquisition-related deferred liabilities as of June 30, 2023.

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.

Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any

of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or financial position.

For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

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Restructuring Charges

Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets and other related costs including third-party professional and outplacement services.

Restructuring costs include employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs, including third-party professional and outplacement services.

All restructuring costs are excluded from segment and adjusted EBITDA.

During the years ended June 30, 2023, 2022, and 2021, we recognized restructuring charges of $ 43,757 , $ 13,603 , and $ 1,641 , respectively.

Fiscal Year 2023

During the fourth quarter of fiscal year 2022, we made decisions in light of a more uncertain macro economic environment and our focus to improve profitability, which resulted in the prioritization of investments that we expect to have a nearer-term return, and deprioritization of some investments that we expect to have a longer path to returns.

This resulted in decisions to reduce costs in certain areas including exiting our operations in Japan and China, while also taking additional headcount actions in our Vista business and in our central technology team.

During the year ended June 30, 2022, we recognized restructuring expense related to these actions of $ 7,492 in our Vista segment, $ 1,093 in our All Other Businesses reportable segment and $ 854 in our central and corporate costs.

We expect to recognize additional non-cash charges in the first quarter of fiscal year 2023 upon approval and modification to accelerate vest share-based compensation awards.

During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 .

The majority of these costs related to actions taken in our Vista business and central teams during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus, and accountability.

For the year ended June 30, 2023, we recognized restructuring charges of $ 28,840 and $ 9,645 in our Vista business and central and corporate costs, respectively, which collectively included $ 30,175 from the March action described above.

The remaining restructuring charges relate to prior actions taken to prioritize our investments, including our exit from the Japanese market.

Most of these costs related to employee termination benefits, and, to a lesser extent, share-based compensation expense for the accelerated vesting of equity awards as well as third-party consulting costs.

A portion of the restructuring charge in our Vista business included the impairment of assets from our exit of the Japanese market of $ 5,397 .

We also recognized restructuring charges of $ 1,715 in our National Pen business for the year ended June 30, 2023, which included employee termination benefits for previously announced actions to exit the Japanese market and to migrate our European production operations from Ireland to the Czech Republic.

Additionally, we recognized restructuring costs of $ 3,556 for the year ended June 30, 2023 in our All Other Businesses reportable segment for our previously announced exit from the Chinese market, which included employee termination benefits and the write-off of certain assets.

We do not expect any additional material charges for these restructuring actions.

Fiscal Year 2022

During the year ended June 30, 2022, we recognized restructuring charges of $ 13,603 , primarily due to decisions to reduce costs in certain areas including exiting operations in Japan and China, while also taking additional headcount actions in our Vista business and in our central technology team.

During the year ended June 30, 2022, we recognized restructuring expense related to these actions of $ 7,492 in our Vista reportable segment, $ 1,093 in our All Other Businesses reportable segment, and $ 854 in our central and corporate costs.

Additionally, our National Pen business recognized restructuring expense of $ 4,178 during the year ended June 30, 2022, incurred for both the decision to move its European production operations from Ireland to the Czech Republic and the decision to exit the Japan market.

When the Czech move is complete, we anticipate improved speed and delivery cost efficiencies for the business's European customers.

We expect to recognize additional charges associated with these actions during the next fiscal year as impacted employees continue to vest in additional termination benefits, but we do not expect those additional costs to be material.

There were also immaterial adjustments to restructuring expense during this fiscal year due to changes in prior period estimates within The Print Group reportable segment.

Fiscal Year 2021

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This was partially offset by changes in estimate related to prior period actions of $ 325 .

This action was completed during fiscal year 2021.

Fiscal Year 2020

During the year ended June 30, 2020, we recognized restructuring charges of $ 13,543 , consisting of charges of $ 5,734 within our Vista reportable segment as we evolved our organizational structure, including our reorganization of the technology team.

We also recognized $ 3,532 in charges within our central and corporate costs, due to the coordinated reorganization of technology teams with our Vista business.

We also incurred charges of $ 3,211 , $ 535 , and $ 475 in our National Pen, All Other Businesses and The Print Group reportable segments, respectively, during the year ended June 30, 2020, for various cost reduction measures primarily in response to the pandemic.

These restructuring actions were completed during fiscal year 2020.

These actions were completed during fiscal year 2021.

The following table summarizes the restructuring activity during the years ended June 30, 2023 and 2022.

1 unchanged sentence

Balance as of June 30, 2021

$ 402 $ — $ 402

Restructuring charges 13,312 291 13,603

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Balance as of June 30, 2022

13,449 — 13,449

Restructuring charges 33,694 10,063 43,757

3 unchanged sentences

$ 7,567 $ — $ 7,567

(1) During the fiscal year ended June 30, 2022, non-cash restructuring charges primarily include the National Pen segment's write-off of direct mail inventory for the Japan market which has no alternative use.

During the fiscal year ended June 30, 2021, non-cash restructuring charges were the write-off of property, plant and equipment, net, which was recognized as part of the actions taken in The Print Group segment .

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(1) During the fiscal year ended June 30, 2023, non-cash restructuring charges primarily includes the loss recorded on assets for our Japan and China exits, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions described above .

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data