CIMPRESS plc 10-Q

Item 1. Financial Statements CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (unaudited in thousands, except share and per share data) December 31, 2023 June 30, 2023 Assets Current assets: Cash and cash equivalents $ 274,208 $ 130,313 Marketable securities 17,239 38,540 Accounts receivable, net of allowances of $7,470 and $6,630, respectively 63,222 67,353 Inventory 104,635 107,835 Prepaid expenses and other current assets 118,730 96,986 Total current assets 578,034 441,027 Property, plant and equipment, net 276,901 287,574 Operating lease assets, net 69,228 76,776 Software and website development costs, net 97,822 95,315 Deferred tax assets 11,773 12,740 Goodwill 790,967 781,541 Intangible assets, net 90,617 109,196 Marketable securities, non-current — 4,497 Other assets 32,647 46,193 Total assets $ 1,947,989 $ 1,854,859 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 343,997 $ 285,784 Accrued expenses 265,461 257,109 Deferred revenue 45,113 44,698 Short-term debt 11,083 10,713 Operating lease liabilities, current 20,403 22,559 Other current liabilities 21,649 24,469 Total current liabilities 707,706 645,332 Deferred tax liabilities 44,611 47,351 Long-term debt 1,600,942 1,627,243 Operating lease liabilities, non-current 51,550 56,668 Other liabilities 81,704 90,058 Total liabilities 2,486,513 2,466,652 Commitments and contingencies (Note 12) Redeemable noncontrolling interests (Note 10) 13,392 10,893 Shareholders’ deficit: Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding — — Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,604,367 and 44,315,855 shares issued, respectively; 26,633,120 and 26,344,608 shares outstanding, respectively 621 615 Treasury shares, at cost, 17,971,247 shares for both periods presented ( 1,363,550 ) ( 1,363,550 ) Additional paid-in capital 560,019 539,454 Retained earnings 297,590 235,396 Accumulated other comprehensive loss ( 47,223 ) ( 35,060 ) Total shareholders’ deficit attributable to Cimpress plc ( 552,543 ) ( 623,145 ) Noncontrolling interests (Note 10) 627 459 Total shareholders' deficit ( 551,916 ) ( 622,686 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,947,989 $ 1,854,859 See accompanying notes. 1 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited in thousands, except share and per share data) Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Revenue $ 921,363 $ 845,202 $ 1,678,657 $ 1,548,617 Cost of revenue (1) 463,423 455,393 862,206 833,128 Technology and development expense (1) 79,961 77,723 154,291 152,198 Marketing and selling expense (1) 211,843 205,148 404,031 406,078 General and administrative expense (1) 48,793 49,791 97,134 103,863 Amortization of acquired intangible assets 9,181 12,362 19,067 24,712 Restructuring expense (1) 483 11,207 149 13,027 Income from operations 107,679 33,578 141,779 15,611 Other (expense) income, net ( 391 ) ( 17,392 ) 6,028 10,005 Interest expense, net ( 30,588 ) ( 28,597 ) ( 59,788 ) ( 53,403 ) Gain on early extinguishment of debt 349 — 1,721 — Income (loss) before income taxes 77,049 ( 12,411 ) 89,740 ( 27,787 ) Income tax expense 16,795 126,129 24,917 135,494 Net income (loss) 60,254 ( 138,540 ) 64,823 ( 163,281 ) Add: Net (income) attributable to noncontrolling interests ( 2,149 ) ( 1,460 ) ( 2,164 ) ( 2,160 ) Net income (loss) attributable to Cimpress plc $ 58,105 $ ( 140,000 ) $ 62,659 $ ( 165,441 ) Basic net income (loss) per share attributable to Cimpress plc $ 2.18 $ ( 5.34 ) $ 2.36 $ ( 6.31 ) Diluted net income (loss) per share attributable to Cimpress plc $ 2.14 $ ( 5.34 ) $ 2.31 $ ( 6.31 ) Weighted average shares outstanding — basic 26,609,929 26,234,747 26,539,349 26,206,782 Weighted average shares outstanding — diluted 27,179,073 26,234,747 27,129,264 26,206,782 ____________________________________________ (1) Share-based compensation expense is allocated as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Cost of revenue $ 229 $ 176 $ 396 $ 369 Technology and development expense 5,700 4,267 9,909 7,308 Marketing and selling expense 3,089 1,752 5,307 4,211 General and administrative expense 8,631 5,352 14,490 10,134 Restructuring expense — 493 — 649 See accompanying notes. 2 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited in thousands) Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Net income (loss) $ 60,254 $ ( 138,540 ) $ 64,823 $ ( 163,281 ) Other comprehensive income (loss), net of tax: Foreign currency translation (losses) gains, net of hedges ( 2,053 ) 11,120 ( 5,840 ) 2,938 Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 10,271 ) ( 5,649 ) ( 2,592 ) 11,111 Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments 55 3,136 ( 3,493 ) 198 Comprehensive income (loss) 47,985 ( 129,933 ) 52,898 ( 149,034 ) Add: Comprehensive (income) loss attributable to noncontrolling interests ( 2,481 ) 2,015 ( 2,402 ) 2,662 Total comprehensive income (loss) attributable to Cimpress plc $ 45,504 $ ( 127,918 ) $ 50,496 $ ( 146,372 ) See accompanying notes. 3 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (unaudited in thousands) Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2022 44,084 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 ) Restricted share units vested, net of shares withheld for taxes 112 — — — ( 2,212 ) — — ( 2,212 ) Share-based compensation expense — — — — 10,653 — — 10,653 Net loss attributable to Cimpress plc — — — — — ( 25,441 ) — ( 25,441 ) Redeemable noncontrolling interest accretion to redemption value — — — — — ( 2,725 ) — ( 2,725 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 13,822 13,822 Foreign currency translation, net of hedges — — — — — ( 6,835 ) ( 6,835 ) Balance at September 30, 2022 44,196 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 509,444 $ 385,972 $ ( 40,141 ) $ ( 507,660 ) Restricted share units vested, net of shares withheld for taxes 15 — ( 158 ) — — ( 158 ) Share-based compensation expense — — — — 12,245 — 12,245 Net loss attributable to Cimpress plc — — — — — ( 140,000 ) — ( 140,000 ) Redeemable noncontrolling interest accretion to redemption value — — — — — 10,180 — 10,180 Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 2,513 ) ( 2,513 ) Foreign currency translation, net of hedges — — — — — — 14,595 14,595 Balance at December 31, 2022 44,211 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 521,531 $ 256,152 $ ( 28,059 ) $ ( 613,311 ) See accompanying notes. 4 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) (unaudited in thousands) Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2023 44,316 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 539,454 $ 235,396 $ ( 35,060 ) $ ( 623,145 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 2 — — — 82 — — 82 Restricted share units vested, net of shares withheld for taxes 236 — ( 8,403 ) — — ( 8,403 ) Share-based compensation expense — — — — 12,621 — — 12,621 Net income attributable to Cimpress plc — — — — — 4,554 — 4,554 Redeemable noncontrolling interest accretion to redemption value — — — — — ( 330 ) — ( 330 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 4,131 4,131 Foreign currency translation, net of hedges — — — — — — ( 3,693 ) ( 3,693 ) Balance at September 30, 2023 44,554 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 543,754 $ 239,620 $ ( 34,622 ) $ ( 614,183 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 6 — — 6 Restricted share units vested, net of shares withheld for taxes 50 6 ( 1,792 ) — — ( 1,786 ) Share-based compensation expense — — — — 18,051 — — 18,051 Net income attributable to Cimpress plc — — — — — 58,105 — 58,105 Redeemable noncontrolling interest accretion to redemption value — — — — — ( 135 ) — ( 135 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 10,216 ) ( 10,216 ) Foreign currency translation, net of hedges — — — — — — ( 2,385 ) ( 2,385 ) Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 ) See accompanying notes. 5 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Six Months Ended December 31, 2023 2022 Operating activities Net income (loss) $ 64,823 $ ( 163,281 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 79,031 81,816 Share-based compensation expense 30,102 22,671 Deferred taxes ( 2,115 ) 116,927 Gain on early extinguishment of debt ( 1,721 ) — Unrealized loss on derivatives not designated as hedging instruments included in net income (loss) 4,868 25,897 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 10,663 ) ( 4,982 ) Other non-cash items ( 770 ) 11,908 Changes in operating assets and liabilities, net of effects of businesses acquired: Accounts receivable 2,521 ( 5,465 ) Inventory 5,309 ( 26,249 ) Prepaid expenses and other assets 881 ( 13,176 ) Accounts payable 55,017 10,960 Accrued expenses and other liabilities ( 10,083 ) ( 1,151 ) Net cash provided by operating activities 217,200 55,875 Investing activities Purchases of property, plant and equipment ( 33,955 ) ( 26,490 ) Business acquisitions, net of cash acquired — ( 498 ) Capitalization of software and website development costs ( 28,344 ) ( 29,246 ) Proceeds from the sale of assets 5,988 1,365 Purchases of marketable securities — ( 84,030 ) Proceeds from maturity of held-to-maturity investments 25,916 32,330 Net cash used in investing activities ( 30,395 ) ( 106,569 ) Financing activities Proceeds from borrowings of debt 520 10,000 Payments of debt ( 7,675 ) ( 16,586 ) Payments for early redemption of 7% Senior Notes due 2026 ( 24,471 ) — Payments of debt issuance costs — ( 51 ) Payments of purchase consideration included in acquisition-date fair value — ( 225 ) Payments of withholding taxes in connection with equity awards ( 10,188 ) ( 2,370 ) Payments of finance lease obligations ( 4,880 ) ( 4,264 ) Purchase of noncontrolling interests — ( 95,567 ) Proceeds from issuance of ordinary shares 88 — Distributions to noncontrolling interests ( 549 ) ( 3,652 ) Net cash used in financing activities ( 47,155 ) ( 112,715 ) Effect of exchange rate changes on cash 4,245 1,765 Change in cash held for sale — ( 4,130 ) Net increase (decrease) in cash and cash equivalents 143,895 ( 165,774 ) Cash and cash equivalents at beginning of period 130,313 277,053 Cash and cash equivalents at end of period $ 274,208 $ 111,279 See accompanying notes. 6 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited in thousands) Six Months Ended December 31, 2023 2022 Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 66,646 $ 50,820 Income taxes 26,434 11,166 Cash received during the period for: Interest 6,165 5,028 Non-cash investing and financing activities Property and equipment acquired under finance leases 2,209 8,643 Amounts accrued related to property, plant and equipment 6,561 9,903 Amounts accrued related to capitalized software development costs 189 82 Amounts accrued related to business acquisitions — 6,838 See accompanying notes. 7 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited in thousands, except share and per share data) 1. Description of the Business Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Marketable Securities 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: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium-term notes. 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. We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, 2023 and 2022. 8 The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, 2023 and June 30, 2023. December 31, 2023 Amortized cost Unrealized losses Fair value Due within one year or less: Corporate debt securities $ 12,247 $ ( 58 ) $ 12,189 U.S. government securities 4,992 ( 33 ) 4,959 Total held-to-maturity securities $ 17,239 $ ( 91 ) $ 17,148 June 30, 2023 Amortized cost Unrealized losses Fair value Due within one year or less: Commercial paper $ 15,982 $ ( 10 ) $ 15,972 Corporate debt securities 16,298 ( 190 ) 16,108 U.S. 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 U.S. 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 Other (Expense) Income, Net The following table summarizes the components of other (expense) income, net: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 (Losses) gains on derivatives not designated as hedging instruments (1) $ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449 Currency-related gains, net (2) 13,062 6,227 10,363 6,030 Other gains (losses) 215 577 1,021 ( 474 ) Total other (expense) income, net $ ( 391 ) $ ( 17,392 ) $ 6,028 $ 10,005 _____________________ (1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $ 2,539 and $ 488 for the three and six months ended December 31, 2023, respectively, and gains of $ 16,368 and $ 30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts. (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 a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge. Net Income (Loss) Per Share Attributable to Cimpress plc Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (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. 9 The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Weighted average shares outstanding, basic 26,609,929 26,234,747 26,539,349 26,206,782 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2) 569,144 — 589,915 — Shares used in computing diluted net income (loss) per share attributable to Cimpress plc 27,179,073 26,234,747 27,129,264 26,206,782 Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1) 192,204 3,286,936 189,927 2,987,875 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met. (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 three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412 , respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive. Share-based Compensation Total share-based compensation costs were $ 17,649 and $ 30,102 for the three and six months ended December 31, 2023, respectively, as compared to $ 12,040 and $ 22,671 for the three and six months ended December 31, 2022. During the first half of fiscal year 2024, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program. The 2024 PSUs include both a service and performance condition, and the related expense is recognized using an accelerated expense attribution over the requisite service period for each separately vesting portion of the award. The performance condition for these awards is based on one-year financial targets for fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow. Actual shares issued for each grant will range from 0% to 160% of the number of 2024 PSUs granted based on the attainment of the performance condition. Share-based compensation expense for these awards will be recognized on an accelerated basis using the grant date fair value and our estimated attainment percentage of the related performance condition. Until the performance condition is measured during the first fiscal quarter following the end of fiscal year 2024, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs. Assets Held for Sale During the first quarter of fiscal year 2024, we began marketing our customer service facility located in Montego Bay, Jamaica for sale as part of the ongoing efforts to optimize our real estate footprint with many of our team members in Jamaica operating under a remote-first model. As such, we continue to classify the facility as held for sale, which has a carrying value of $ 16,595 recognized within prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2023. We have not recognized any losses on the planned sale of these assets, since the expected sale price less selling costs remains above the carrying value. 10 Recently Issued or Adopted Accounting Pronouncements Adopted Accounting Standards Supply Chain Finance Programs 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" (ASU 2022-04), which provides authoritative guidance about expanded disclosure requirements for supply chain finance programs. The new standard requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to suppliers participating in these programs. The adoption of the new disclosure requirements was effective for the current quarter, except for a rollforward of activity within supply chain finance programs, which is effective as part of our annual disclosures for fiscal year 2025. The adoption of the new standard did not have an impact on our consolidated financial statements. We facilitate a voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution. All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of December 31, 2023 and June 30, 2023 were $55,777 and $44,522, respectively. Accounting Standards to be Adopted In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026. Early adoption is permitted, but we do not intend to early adopt this standard. In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard. 3. Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. 11 • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: December 31, 2023 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 14,362 $ — $ 14,362 $ — Currency forward contracts 89 — 89 — Total assets recorded at fair value $ 14,451 $ — $ 14,451 $ — Liabilities Cross-currency swap contracts $ ( 2,456 ) $ — $ ( 2,456 ) $ — Currency forward contracts ( 4,761 ) — ( 4,761 ) — Currency option contracts ( 4,445 ) — ( 4,445 ) — Total liabilities recorded at fair value $ ( 11,662 ) $ — $ ( 11,662 ) $ — June 30, 2023 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 19,218 $ — $ 19,218 $ — Currency forward contracts 2,301 — 2,301 — Currency option contracts 990 — 990 — Total assets recorded at fair value $ 22,509 $ — $ 22,509 $ — Liabilities Cross-currency swap contracts $ ( 1,777 ) $ — $ ( 1,777 ) $ — Currency forward contracts ( 4,485 ) — ( 4,485 ) — Currency option contracts ( 3,055 ) — ( 3,055 ) — Total liabilities recorded at fair value $ ( 9,317 ) $ — $ ( 9,317 ) $ — During the six months ended December 31, 2023 and year ended June 30, 2023, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications. The valuations of the derivatives intended to mitigate our interest rate and currency risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our 12 derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of December 31, 2023 and June 30, 2023, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of December 31, 2023 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,626,325 and $ 1,653,989 , respectively, and the fair value was $ 1,625,473 and $ 1,604,190 , respectively. Our debt at December 31, 2023 includes variable-rate debt instruments indexed to Term SOFR and Euribor that reset 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 December 31, 2023 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $ 17,239 and $ 43,037 , respectively, while the fair value was $ 17,148 and $ 42,667 , respectively. The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. 4. Derivative Financial Instruments We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of December 31, 2023, we estimate that $ 4,356 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024. As of December 31, 2023, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR. Our interest rate swap contracts have varying start and maturity dates through April 2028. 13 Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of December 31, 2023 (1) $ 245,000 Contracts with a future start date 430,000 Total $ 675,000 ________________________ (1) Based on contracts outstanding as of December 31, 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 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. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of December 31, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $ 58,478 , maturing during June 2024. We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of December 31, 2023, we estimate that $ 809 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024. Other Currency Hedges We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. As of December 31, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 323,242 that matures in May 2028. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, 2023 and 2022, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. In most cases, we enter into these currency derivative contracts, for which we 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 8 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 14 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 December 31, 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, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, 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 $ 626,697 March 2022 through December 2023 Various dates through December 2025 608 Various 15 Financial Instrument Presentation The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. December 31, 2023 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ 14,622 $ ( 260 ) $ 14,362 Other liabilities $ — $ — $ — Cross-currency swaps Other assets — — — Other current liabilities ( 2,456 ) — $ ( 2,456 ) Total derivatives designated as hedging instruments $ 14,622 $ ( 260 ) $ 14,362 $ ( 2,456 ) $ — $ ( 2,456 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 186 $ ( 97 ) $ 89 Other current liabilities / other liabilities $ ( 6,534 ) $ 1,773 $ ( 4,761 ) Currency option contracts Other assets — — — Other current liabilities / other liabilities ( 4,445 ) — ( 4,445 ) Total derivatives not designated as hedging instruments $ 186 $ ( 97 ) $ 89 $ ( 10,979 ) $ 1,773 $ ( 9,206 ) 16 June 30, 2023 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives in cash flow hedging relationships 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 ) Derivatives not designated as hedging instruments 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 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 ) 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 three and six months ended December 31, 2023 and 2022: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 8,081 ) $ ( 1,266 ) $ ( 1,950 ) $ 11,688 Cross-currency swaps ( 2,190 ) ( 4,383 ) ( 642 ) ( 577 ) Derivatives in net investment hedging relationships Intercompany loan ( 9,319 ) ( 18,636 ) ( 3,545 ) ( 5,684 ) Currency forward contracts — — ( 1,080 ) — Total $ ( 19,590 ) $ ( 24,285 ) $ ( 7,217 ) $ 5,427 The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 2,274 ) $ ( 1,089 ) $ ( 4,496 ) $ ( 692 ) Interest expense, net Cross-currency swaps 2,230 4,606 294 864 Other (expense) income, net Total before income tax ( 44 ) 3,517 ( 4,202 ) 172 Income (loss) before income taxes Income tax 98 ( 381 ) 709 26 Income tax expense Total $ 54 $ 3,136 $ ( 3,493 ) $ 198 17 The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting. Amount of Gain (Loss) Recognized in Net Income (Loss) Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Currency contracts $ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449 Other (expense) income, net Total $ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449 5. Accumulated Other Comprehensive Loss The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 464 for the six months ended December 31, 2023 : Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2023 $ 12,297 $ ( 356 ) $ ( 47,001 ) $ ( 35,060 ) Other comprehensive income before reclassifications ( 2,592 ) — ( 6,078 ) ( 8,670 ) Amounts reclassified from accumulated other comprehensive loss to net income (loss) ( 3,493 ) — — ( 3,493 ) Net current period other comprehensive loss ( 6,085 ) — ( 6,078 ) ( 12,163 ) Balance as of December 31, 2023 $ 6,212 $ ( 356 ) $ ( 53,079 ) $ ( 47,223 ) ________________________ (1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023. Intercompany loan hedge gains of $ 33,199 and $ 38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively. 6. Goodwill The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows: Vista PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2023 $ 295,731 $ 141,092 $ 149,797 $ 194,921 $ 781,541 Effect of currency translation adjustments (1) 4,120 2,778 2,528 — 9,426 Balance as of December 31, 2023 $ 299,851 $ 143,870 $ 152,325 $ 194,921 $ 790,967 ________________________ (1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. 18 7. Other Balance Sheet Components Accrued expenses included the following: December 31, 2023 June 30, 2023 Compensation costs $ 72,897 $ 74,879 Income and indirect taxes (1) 60,893 53,266 Advertising costs (1) 23,141 16,548 Third party manufacturing and digital content costs (1) 20,713 17,380 Shipping costs (1) 15,294 11,146 Variable compensation incentives 7,971 9,413 Sales returns 6,175 6,441 Interest payable 3,336 2,847 Professional fees 2,532 2,743 Restructuring costs (2) 762 7,567 Other 51,747 54,879 Total accrued expenses $ 265,461 $ 257,109 ______________________ (1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year. (2) The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023. Refer to Note 13 for additional details. Other current liabilities included the following: December 31, 2023 June 30, 2023 Current portion of finance lease obligations $ 8,978 $ 9,938 Short-term derivative liabilities 11,624 9,865 Other 1,047 4,666 Total other current liabilities $ 21,649 $ 24,469 Other liabilities included the following: December 31, 2023 June 30, 2023 Long-term finance lease obligations $ 31,119 $ 29,822 Long-term compensation incentives 16,417 22,286 Mandatorily redeemable noncontrolling interest 9,910 12,018 Long-term derivative liabilities 2,167 1,737 Other 22,091 24,195 Total other liabilities $ 81,704 $ 90,058 19 8. Debt December 31, 2023 June 30, 2023 7.0% Senior Notes due 2026 $ 522,135 $ 548,300 Senior secured credit facility 1,098,366 1,098,613 Other 5,824 7,076 Debt issuance costs and discounts, net of debt premiums ( 14,300 ) ( 16,033 ) Total debt outstanding, net 1,612,025 1,637,956 Less: short-term debt (1) 11,083 10,713 Long-term debt $ 1,600,942 $ 1,627,243 _____________________ (1) Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,532 and $ 3,526 , respectively. Our various debt arrangements described below contain customary representations, warranties, and events of default. As of December 31, 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 7.0% Senior Notes due 2026 ("2026 Notes"). Senior Secured Credit Facility On May 17, 2021, we entered into a Restated Credit Agreement consisting of the following: • A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of: ◦ a $ 795,000 tranche that currently bears interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0.50 %) plus 3.50 %, and ◦ a € 300,000 tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %; and • A $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility currently bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate 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; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00 . As of December 31, 2023, we have borrowings under the Restated Credit Agreement of $ 1,098,366 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023. As of December 31, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.91 %, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.35 % to 0.45 % depending on our First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt. 20 Senior Unsecured Notes As of December 31, 2023, we have $ 522,135 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. During the six months ended December 31, 2023, we purchased an aggregate principal amount of $ 26,165 for a purchase price of $ 24,471 , as well as the related settlement of unpaid interest. For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $ 349 and $ 1,721 , respectively. Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, 2023 and June 30, 2023, we had $ 5,824 and $ 7,076 , respectively, outstanding for those obligations that are payable through September 2027. 9. Income Taxes Our income tax expense was $ 16,795 and $ 24,917 for the three and six months ended December 31, 2023, respectively, as compared to $ 126,129 and $ 135,494 for the three and six months ended December 31, 2022, respectively. Tax expense decreased year over year primarily related to the full valuation allowance that was recorded in the second quarter of fiscal year 2023 on Swiss deferred tax assets of $116,694 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. This was partially offset by increased tax on increased profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2024 than for fiscal year 2023 primarily due to forecasted pre-tax profits in fiscal year 2024 as compared to a pre-tax loss in fiscal year 2023. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income. As of December 31, 2023 we had unrecognized tax benefits of $ 16,141 , including accrued interest and penalties of $ 1,953 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $ 7,275 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $ 1,200 to $ 1,300 related to the lapse of applicable statutes of limitations or settlement. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2023 remain open for examination by the U.S. Internal Revenue Service 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 believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 10. Noncontrolling Interests Redeemable Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. These noncontrolling interests span multiple businesses and reportable segments. 21 The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable Noncontrolling Interest Noncontrolling Interest Balance as of June 30, 2023 $ 10,893 $ 459 Accretion to redemption value recognized in retained earnings (1) 465 — Accretion to redemption value recognized in net income attributable to noncontrolling interests (1) 1,915 — Net income attributable to noncontrolling interests 92 157 Distribution to noncontrolling interests ( 200 ) — Foreign currency translation 227 11 Balance as of December 31, 2023 $ 13,392 $ 627 _________________ (1) 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. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests. 11. Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), for purposes of making decisions about how to allocate resources and assess performance. As of December 31, 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, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution. • PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland . • The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily 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 two businesses grouped together based on materiality. ◦ BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products. ◦ Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil. Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs. The expense value of our PSU awards is based on fair value and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs. 22 Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Revenue: Vista $ 485,151 $ 437,736 $ 881,798 $ 807,105 PrintBrothers 165,148 148,598 317,369 281,297 The Print Group 93,268 89,336 173,807 166,159 National Pen 130,572 120,621 217,827 202,287 All Other Businesses 60,283 59,998 112,083 111,825 Total segment revenue 934,422 856,289 1,702,884 1,568,673 Inter-segment eliminations (1) ( 13,059 ) ( 11,087 ) ( 24,227 ) ( 20,056 ) Total consolidated revenue $ 921,363 $ 845,202 $ 1,678,657 $ 1,548,617 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. Three Months Ended December 31, 2023 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 325,693 $ — $ — $ 59,229 $ 50,570 $ 435,492 Europe 131,138 164,378 90,026 63,482 — 449,024 Other 27,880 — — 2,031 6,936 36,847 Inter-segment 440 770 3,242 5,830 2,777 13,059 Total segment revenue 485,151 165,148 93,268 130,572 60,283 934,422 Less: inter-segment elimination ( 440 ) ( 770 ) ( 3,242 ) ( 5,830 ) ( 2,777 ) ( 13,059 ) Total external revenue $ 484,711 $ 164,378 $ 90,026 $ 124,742 $ 57,506 $ 921,363 Six Months Ended December 31, 2023 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 614,748 $ — $ — $ 111,964 $ 92,784 $ 819,496 Europe 216,545 315,920 167,828 91,219 — 791,512 Other 49,770 — — 3,408 14,471 67,649 Inter-segment 735 1,449 5,979 11,236 4,828 24,227 Total segment revenue 881,798 317,369 173,807 217,827 112,083 1,702,884 Less: inter-segment elimination ( 735 ) ( 1,449 ) ( 5,979 ) ( 11,236 ) ( 4,828 ) ( 24,227 ) Total external revenue $ 881,063 $ 315,920 $ 167,828 $ 206,591 $ 107,255 $ 1,678,657 23 Three Months Ended December 31, 2022 Vista (1) PrintBrothers The Print Group National Pen All Other Total (1) Revenue by Geographic Region: North America $ 298,698 $ — $ — $ 62,208 $ 52,200 $ 413,106 Europe 112,698 148,089 86,291 50,799 — 397,877 Other 25,838 — — 2,130 6,251 34,219 Inter-segment 502 509 3,045 5,484 1,547 11,087 Total segment revenue 437,736 148,598 89,336 120,621 59,998 856,289 Less: inter-segment elimination ( 502 ) ( 509 ) ( 3,045 ) ( 5,484 ) ( 1,547 ) ( 11,087 ) Total external revenue $ 437,234 $ 148,089 $ 86,291 $ 115,137 $ 58,451 $ 845,202 Six Months Ended December 31, 2022 Vista (1) PrintBrothers The Print Group National Pen All Other Total (1) Revenue by Geographic Region: North America $ 572,355 $ — $ — $ 111,655 $ 95,492 $ 779,502 Europe 185,493 280,471 161,282 75,744 — 702,990 Other 48,245 — — 4,682 13,198 66,125 Inter-segment 1,012 826 4,877 10,206 3,135 20,056 Total segment revenue 807,105 281,297 166,159 202,287 111,825 1,568,673 Less: inter-segment elimination ( 1,012 ) ( 826 ) ( 4,877 ) ( 10,206 ) ( 3,135 ) ( 20,056 ) Total external revenue $ 806,093 $ 280,471 $ 161,282 $ 192,081 $ 108,690 $ 1,548,617 ___________________ (1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, 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 (loss) from operations and total income (loss) before income taxes: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Segment EBITDA: Vista $ 103,176 $ 55,157 $ 177,600 $ 85,894 PrintBrothers 28,341 19,509 48,167 34,500 The Print Group 18,442 13,681 32,050 25,901 National Pen 25,865 24,783 17,562 23,486 All Other Businesses 7,983 5,406 14,441 11,584 Total segment EBITDA 183,807 118,536 289,820 181,365 Central and corporate costs ( 35,967 ) ( 33,802 ) ( 67,747 ) ( 68,380 ) Depreciation and amortization ( 39,089 ) ( 40,874 ) ( 79,031 ) ( 81,816 ) Restructuring-related charges ( 483 ) ( 11,207 ) ( 149 ) ( 13,027 ) Certain impairments and other adjustments ( 589 ) 925 ( 1,114 ) ( 2,531 ) Total income from operations 107,679 33,578 141,779 15,611 Other (expense) income, net ( 391 ) ( 17,392 ) 6,028 10,005 Interest expense, net ( 30,588 ) ( 28,597 ) ( 59,788 ) ( 53,403 ) Gain on early extinguishment of debt 349 — 1,721 — Income (loss) before income taxes $ 77,049 $ ( 12,411 ) $ 89,740 $ ( 27,787 ) 24 Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Depreciation and amortization: Vista $ 13,176 $ 14,193 $ 28,051 $ 28,863 PrintBrothers 4,024 5,149 7,913 9,922 The Print Group 6,000 5,799 11,822 11,661 National Pen 4,992 5,795 10,180 11,686 All Other Businesses 4,509 4,326 9,056 8,842 Central and corporate costs 6,388 5,612 12,009 10,842 Total depreciation and amortization $ 39,089 $ 40,874 $ 79,031 $ 81,816 Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Purchases of property, plant and equipment: Vista $ 5,859 $ 6,445 $ 9,470 $ 9,569 PrintBrothers 90 1,053 5,242 1,761 The Print Group 2,547 5,270 11,043 10,089 National Pen 1,486 846 4,155 2,447 All Other Businesses 1,181 767 3,416 1,835 Central and corporate costs 227 351 629 789 Total purchases of property, plant and equipment $ 11,390 $ 14,732 $ 33,955 $ 26,490 Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Capitalization of software and website development costs: Vista $ 6,050 $ 5,139 $ 12,690 $ 11,774 PrintBrothers 456 1,069 913 1,458 The Print Group 1,056 771 1,750 1,261 National Pen 1,171 512 1,976 1,100 All Other Businesses 1,110 899 2,297 1,823 Central and corporate costs 4,104 5,526 8,718 11,830 Total capitalization of software and website development costs $ 13,947 $ 13,916 $ 28,344 $ 29,246 25 The following table sets forth long-lived assets by geographic area: December 31, 2023 June 30, 2023 Long-lived assets (1): United States (2) $ 70,927 $ 83,956 Switzerland 74,769 73,857 Netherlands 62,759 65,547 Canada 54,588 57,328 Italy 40,318 42,377 France 31,268 29,302 Germany 31,402 27,813 Australia 19,836 19,664 Jamaica (3) 910 17,834 Other 88,035 86,690 Total $ 474,812 $ 504,368 ___________________ (1) Excludes goodwill of $ 790,967 and $ 781,541 , intangible assets, net of $ 90,617 and $ 109,196 , deferred tax assets of $ 11,773 and $ 12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $ 4,497 as of June 30, 2023. (2) The decrease in the United States long-lived assets is due to the reclassification of a tax receivable from non-current to current during the current fiscal year. (3) The decrease in Jamaica's long-lived assets is due to the planned sale of an owned customer service facility as we continue to optimize our real estate footprint with many of these team members operating under a remote-first model, which resulted in the classification of the related assets as held-for-sale as of December 31, 2023. The asset is now presented as part of prepaid expenses and other current assets in the consolidated balance sheet. Refer to Note 2 for additional details. 12. Commitments and Contingencies Purchase Obligations At December 31, 2023, we had unrecorded commitments under contract of $ 208,113 , including inventory, third-party fulfillment and digital service purchase commitments of $ 93,352 ; third-party cloud services of $ 56,113 ; software of $ 17,388 ; advertising of $ 6,888 ; professional and consulting fees of $ 5,973 ; production and computer equipment purchases of $ 2,468 ; and other unrecorded purchase commitments of $ 25,931 . Legal Proceedings We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. 13. Restructuring Charges Restructuring costs include one-time 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 three and six months ended December 31, 2023, we recognized restructuring expense of $ 483 and $ 149 , respectively. The restructuring charges recognized in the current period primarily include adjustments made to the previously estimated restructuring expense for actions taken in our Vista and National Pen reportable segments. We do not expect any additional material charges for these restructuring actions. During the three and six months ended December 31, 2022, we recognized restructuring expense of $ 11,207 and $ 13,027 , respectively.The prior periods' restructuring charges were primarily recognized in our Vista 26 reportable segment, related to the impairment and write-off of assets associated with our exit of the Japanese market. Additionally, we recognized $3,561 for the three and six months ended December 31, 2022 within our All Other Businesses reportable segment, which included losses related to the sale of our Chinese business. The following table summarizes the restructuring activity during the six months ended December 31, 2023. Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability Balance as of June 30, 2023 $ 7,567 $ — $ 7,567 Restructuring charges 112 37 149 Cash payments ( 6,938 ) — ( 6,938 ) Non-cash charges — ( 37 ) ( 37 ) Foreign currency translation 21 — 21 Balance as of December 31, 2023 $ 762 $ — $ 762 27