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Item 1. Financial Statements

2024-05-02 compared with 2024-02-01 · 201 added, 154 removed, 670 unchanged (35% of the section changed)

54 unchanged sentences

(unaudited in thousands, except share and per share data)

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

6 unchanged sentences

Restructuring expense (1) 128 30,115 277 43,142

Income from operations 107,679 33,578 141,779 15,611

Income (loss) from operations 39,238 ( 12,197 ) 181,017 3,414

Other (expense) income, net ( 3,651 ) 1,377 2,377 11,382

3 unchanged sentences

Income tax expense 10,610 8,475 35,527 143,969

Net income (loss) 60,254 ( 138,540 ) 64,823 ( 163,281 )

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 )

Net (loss) income ( 5,181 ) ( 49,810 ) 59,642 ( 213,091 )

Net loss (income) attributable to noncontrolling interests 1,203 484 ( 961 ) ( 1,676 )

Net (loss) income attributable to Cimpress plc $ ( 3,978 ) $ ( 49,326 ) $ 58,681 $ ( 214,767 )

Basic net (loss) income per share attributable to Cimpress plc $ ( 0.15 ) $ ( 1.88 ) $ 2.22 $ ( 8.19 )

Diluted net (loss) income per share attributable to Cimpress plc $ ( 0.15 ) $ ( 1.88 ) $ 2.16 $ ( 8.19 )

Weighted average shares outstanding — basic 26,216,216 26,268,301 26,432,423 26,226,989

2 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

7 unchanged sentences

(unaudited in thousands)

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Net income (loss) $ 60,254 $ ( 138,540 ) $ 64,823 $ ( 163,281 )

Net (loss) income $ ( 5,181 ) $ ( 49,810 ) $ 59,642 $ ( 213,091 )

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

Foreign currency translation gains (losses), net of hedges 1,394 ( 1,526 ) ( 4,446 ) 1,412

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 7,051 ( 4,667 ) 4,459 6,444

Amounts reclassified from accumulated other comprehensive loss to net (loss) income for derivative instruments ( 2,772 ) ( 969 ) ( 6,265 ) ( 771 )

Comprehensive income (loss) 492 ( 56,972 ) 53,390 ( 206,006 )

Comprehensive (income) loss attributable to noncontrolling interests ( 2,481 ) 2,015 ( 2,402 ) 2,662

Comprehensive loss (income) attributable to noncontrolling interests 1,450 414 ( 952 ) 3,076

Total comprehensive income (loss) attributable to Cimpress plc $ 1,942 $ ( 56,558 ) $ 52,438 $ ( 202,930 )

24 unchanged sentences

Balance at December 31, 2022 44,211 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 521,531 $ 256,152 $ ( 28,059 ) $ ( 613,311 )

Restricted share units vested, net of shares withheld for taxes 74 — — — ( 1,439 ) — — ( 1,439 )

Share-based compensation expense — — — — 8,891 — — 8,891

Net loss attributable to Cimpress plc — — — — — ( 49,326 ) — ( 49,326 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 5,636 ) ( 5,636 )

Foreign currency translation, net of hedges — — — — — — ( 1,596 ) ( 1,596 )

Balance at March 31, 2023 44,285 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 528,983 $ 206,826 $ ( 35,291 ) $ ( 662,417 )

See accompanying notes.

26 unchanged sentences

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 15 — — — 687 — — 687

Purchase and retirement of ordinary shares ( 1,086 ) ( 12 ) — — ( 13,659 ) ( 87,058 ) — ( 100,729 )

Restricted share units vested, net of shares withheld for taxes 79 1 — — ( 3,882 ) — — ( 3,881 )

Share-based compensation expense — — — — 18,765 — — 18,765

Net loss attributable to Cimpress plc — — — — — ( 3,978 ) — ( 3,978 )

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 259 ) — ( 259 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 4,279 4,279

Foreign currency translation, net of hedges — — — — — — 1,641 1,641

Balance at March 31, 2024 43,612 $ 610 ( 17,971 ) $ ( 1,363,550 ) $ 561,930 $ 206,295 $ ( 41,303 ) $ ( 636,018 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

Operating activities

5 unchanged sentences

Gain on early extinguishment of debt

Unrealized loss on derivatives not designated as hedging instruments included in net income (loss)

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income (loss)

( 4,552 ) 32,512

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 378 ( 6,972 )

9 unchanged sentences

Purchases of property, plant and equipment ( 44,425 ) ( 37,486 )

Proceeds from the sale of subsidiaries, net of transaction costs and cash divested — ( 4,130 )

Business acquisitions, net of cash acquired — ( 498 )

7 unchanged sentences

Payments of debt ( 11,783 ) ( 57,947 )

Payments for early redemption of 7% Senior Notes due 2026 ( 24,471 ) —

Payments for purchase of 7% Senior Notes due 2026 ( 24,471 ) —

Payments of debt issuance costs — ( 51 )

3 unchanged sentences

Purchase of noncontrolling interests ( 65 ) ( 95,567 )

Purchase of ordinary shares ( 100,729 ) —

Proceeds from issuance of ordinary shares 775 —

Distributions to noncontrolling interests ( 549 ) ( 3,652 )

Other financing activities — 113

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash 613 3,580

Change in cash held for sale — ( 4,130 )

Net increase (decrease) in cash and cash equivalents 24,025 ( 162,063 )

4 unchanged sentences

(unaudited in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

Supplemental disclosures of cash flow information

8 unchanged sentences

Amounts accrued related to capitalized software development costs 240 116

Amounts accrued related to business acquisitions — 6,838

See accompanying notes.

30 unchanged sentences

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.

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

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and nine months ended March 31, 2024 and 2023.

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 March 31, 2024 and June 30, 2023.

March 31, 2024

Amortized cost Unrealized losses Fair value

Due within one year or less:

Due within one year:

Corporate debt securities $ 2,500 $ ( 11 ) $ 2,489

3 unchanged sentences

Amortized cost Unrealized losses Fair value

Due within one year or less:

Due within one year:

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

1 unchanged sentence

government securities 6,260 ( 69 ) 6,191

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

Total due within one year

38,540 ( 269 ) 38,271

Due between one and two years:

3 unchanged sentences

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

Ordinary Shares

During the three months ended March 31, 2024, we repurchased 1,085,574 of our ordinary shares on the open market and through privately negotiated transactions for $ 100,729 .

The repurchased shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of March 31, 2024.

The retirement of ordinary shares resulted in a reduction to the nominal value of our ordinary shares outstanding and additional paid in capital in proportion to the amount of total shares outstanding, with the remaining repurchase value recognized as a reduction to retained earnings.

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,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

(Losses) gains on derivatives not designated as hedging instruments (1)

Gains (losses) on derivatives not designated as hedging instruments (1)

$ 9,071 $ ( 2,428 ) $ 3,715 $ 2,021

Currency-related gains, net (2)

Currency-related (losses) gains, net (2)

( 12,434 ) 4,187 ( 2,071 ) 10,217

Other gains (losses)

Other (losses) gains

( 288 ) ( 382 ) 733 ( 856 )

3 unchanged sentences

(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.

For contracts not designated as hedging instruments, we realized losses of $ 349 and $ 838 for the three and nine months ended March 31, 2024, respectively, and realized gains of $ 4,876 and $ 35,864 for the three and nine months ended March 31, 2023, 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.

(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.

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.

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.

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

The following table sets forth the reconciliation of the weighted-average number of ordinary shares:

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

3 unchanged sentences

— — 711,196 —

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

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,216,216 26,268,301 27,143,619 26,226,989

Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) 955,594 3,161,275 127,229 3,045,675

___________________

(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.

(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 (loss) income 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;

(2) On May 1, 2020, we entered into a financing arrangement 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 nine months ended March 31, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants.

The weighted average anti-dilutive effect of the warrants was 309,000 for the three months ended March 31, 2024 (anti-dilutive due to our net loss position), and the weighted average dilutive effect of the warrants was 184,608 for the nine months ended March 31, 2024.

For the three and nine months ended March 31, 2023, 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.

Total share-based compensation costs were $ 18,397 and $ 48,499 for the three and nine months ended March 31, 2024, respectively, as compared to $ 8,734 and $ 31,405 for the three and nine months ended March 31, 2023.

During the current fiscal year, 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.

1 unchanged sentence

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.

Share-based compensation expense for these awards is 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.

1 unchanged sentence

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.

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 March 31, 2024.

We have not recognized any losses on the planned sale of these

The sale of this facility has subsequently closed during April 2024, resulting in net cash proceeds of $ 16,785 and an immaterial gain on the sale.

Recently Issued or Adopted Accounting Pronouncements

5 unchanged sentences

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 disclosure requirements was effective during the first quarter of fiscal year 2024, 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.

5 unchanged sentences

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.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of March 31, 2024 and June 30, 2023 were $ 52,555 and $ 44,522 , respectively.

Accounting Standards to be Adopted

14 unchanged sentences

Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

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.

observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

1 unchanged sentence

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

March 31, 2024

Total Quoted Prices in

5 unchanged sentences

Currency forward contracts 4,120 — 4,120 —

Currency option contracts 45 — 45 —

Total assets recorded at fair value $ 22,810 $ — $ 22,810 $ —

17 unchanged sentences

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.

During the nine months ended March 31, 2024 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.

3 unchanged sentences

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

derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of March 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

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

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.

As of March 31, 2024 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 March 31, 2024 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,615,037 and $ 1,653,989 , respectively, and the fair value was $ 1,621,136 and $ 1,604,190 , respectively.

Our debt at March 31, 2024 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.

As of March 31, 2024 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $ 6,499 and $ 43,037 , respectively, while the fair value was $ 6,470 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.

14 unchanged sentences

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.

As of March 31, 2024, we estimate that $ 4,671 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2025.

As of March 31, 2024, 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.

1 unchanged sentence

Notional Amounts

Contracts accruing interest as of December 31, 2023 (1)

Contracts accruing interest as of March 31, 2024 (1)

Contracts with a future start date 430,000

1 unchanged sentence

________________________

(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.

(1) Based on contracts outstanding as of March 31, 2024, 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

5 unchanged sentences

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.

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.

As of March 31, 2024, 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.

As of March 31, 2024, we estimate that $ 399 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2025.

Other Currency Hedges

3 unchanged sentences

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.

As of March 31, 2024, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 315,002 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.

During the three and nine months ended March 31, 2024 and 2023, 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.

3 unchanged sentences

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 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.

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 March 31, 2024, 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

$ 671,510 June 2022 through March 2024 Various dates through March 2026 642 Various

Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023.

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of March 31, 2024 and June 30, 2023.

Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.

December 31, 2023

March 31, 2024

Asset Derivatives Liability Derivatives

1 unchanged sentence

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 )

Interest rate swaps Other current assets / other assets $ 18,645 $ — $ 18,645 Other current liabilities / other liabilities $ — $ — $ —

Cross-currency swaps Other current assets — — — Other current liabilities ( 918 ) — ( 918 )

Total derivatives designated as hedging instruments $ 18,645 $ — $ 18,645 $ ( 918 ) $ — $ ( 918 )

1 unchanged sentence

Currency forward contracts Other current assets / other assets $ 5,262 $ ( 1,142 ) $ 4,120 Other current liabilities / other liabilities $ ( 806 ) $ 309 $ ( 497 )

Currency option contracts Other assets — — — Other current liabilities / other liabilities ( 4,445 ) — ( 4,445 )

Currency option contracts Other current assets / other assets 102 ( 57 ) 45 Other current liabilities / other liabilities ( 3,431 ) 66 ( 3,365 )

Total derivatives not designated as hedging instruments $ 5,364 $ ( 1,199 ) $ 4,165 $ ( 4,237 ) $ 375 $ ( 3,862 )

2 unchanged sentences

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 )

Derivatives designated as hedging instruments

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

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

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

3 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

6 unchanged sentences

Total $ 12,036 $ ( 8,085 ) $ 4,820 $ ( 2,658 )

The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022:

The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2024 and 2023:

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,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

5 unchanged sentences

Total $ ( 2,772 ) $ ( 969 ) $ ( 6,265 ) $ ( 771 )

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.

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 2024 and 2023 for derivative instruments for which we did not elect hedge accounting.

Amount of Gain (Loss) Recognized in Net Income (Loss)

1 unchanged sentence

Statement of Operations

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

2 unchanged sentences

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 :

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 2,572 for the nine months ended March 31, 2024 :

Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total

1 unchanged sentence

$ 12,297 $ ( 356 ) $ ( 47,001 ) $ ( 35,060 )

Other comprehensive income before reclassifications ( 2,592 ) — ( 6,078 ) ( 8,670 )

Other comprehensive income (loss) before reclassifications

4,459 — ( 4,437 ) 22

Amounts reclassified from accumulated other comprehensive loss to net income (loss)

2 unchanged sentences

( 1,806 ) — ( 4,437 ) ( 6,243 )

Balance as of December 31, 2023

Balance as of March 31, 2024

$ 10,491 $ ( 356 ) $ ( 51,438 ) $ ( 41,303 )

1 unchanged sentence

(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.

The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows:

(2) As of March 31, 2024 and June 30, 2023, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts designated as net investment hedges, net of tax, of $ 13,999 and $ 15,079 have been included in accumulated other comprehensive loss as of March 31, 2024 and June 30, 2023.

Intercompany loan hedge gains, net of tax, of $ 38,184 and $ 32,516 have been included in accumulated other comprehensive loss as of March 31, 2024 and June 30, 2023, respectively.

The carrying amount of goodwill by reportable segment as of March 31, 2024 and June 30, 2023 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

2 unchanged sentences

Effect of currency translation adjustments (1) ( 403 ) ( 896 ) ( 979 ) — ( 2,278 )

Balance as of December 31, 2023

Balance as of March 31, 2024

$ 295,328 $ 140,196 $ 148,818 $ 194,921 $ 779,263

3 unchanged sentences

Accrued expenses included the following:

December 31, 2023 June 30, 2023

March 31, 2024 June 30, 2023

Compensation costs $ 74,110 $ 74,879

Income and indirect taxes 46,373 53,266

60,893 53,266

Advertising costs (1)

1 unchanged sentence

Third party manufacturing and digital content costs 18,911 17,380

20,713 17,380

Interest payable (2)

Shipping costs 11,468 11,146

15,294 11,146

Variable compensation incentives 8,579 9,413

Sales returns

Interest payable

Professional fees 2,662 2,743

3 unchanged sentences

______________________

(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.

(1) The increase in advertising accrued expenses is due in part to the timing of invoice receipts which has resulted in higher accruals at March 31, 2024, as compared to accounts payable at June 30, 2023.

(2) The increase in interest payable as of March 31, 2024, is due to the interest on our 7.0% Senior Notes Due 2026 being payable semi-annually on June 15 and December 15 of each year.

Refer to Note 8 for additional detail.

(3) The decrease in restructuring costs included in accrued expenses as of March 31, 2024 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

March 31, 2024 June 30, 2023

Current portion of finance lease obligations $ 8,397 $ 9,938

3 unchanged sentences

Other liabilities included the following:

December 31, 2023 June 30, 2023

March 31, 2024 June 30, 2023

Long-term finance lease obligations $ 29,139 $ 29,822

4 unchanged sentences

Total other liabilities $ 79,591 $ 90,058

December 31, 2023 June 30, 2023

March 31, 2024 June 30, 2023

7.0% Senior Notes due 2026 $ 522,135 $ 548,300

6 unchanged sentences

_____________________

(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.

(1) Balances as of March 31, 2024 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").

As of March 31, 2024, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement dated as of May 17, 2021 ("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 %;

• 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.

Our Restated Credit Agreement consists of the following:

• A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of the following outstanding borrowings at March 31, 2024:

◦ a $ 773,138 tranche that 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 € 291,750 (U.S.

dollar equivalent of $ 315,002 ) tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %;

• A $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

Borrowings under the Revolving Credit Facility 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.

We have no outstanding borrowings under our Revolving Credit Facility as of March 31, 2024.

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

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;

3 unchanged sentences

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.

As of March 31, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.89 %, 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.

1 unchanged sentence

Senior Unsecured Notes

As of December 31, 2023, we have $ 522,135 in aggregate principal outstanding of our 2026 Notes, which are unsecured.

As of March 31, 2024, 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.

During the nine months ended March 31, 2024, 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, and we recognized gains on the extinguishment of debt of $ 1,721 .

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.

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.

As of March 31, 2024 and June 30, 2023, we had $ 4,762 and $ 7,076 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 10,610 and $ 35,527 for the three and nine months ended March 31, 2024, respectively, as compared to $ 8,475 and $ 143,969 for the three and nine months ended March 31, 2023, respectively.

Tax expense increased for the three months as compared to the prior period primarily due to increased profits.

Tax expense decreased for the nine months as compared to the prior period due 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.

2 unchanged sentences

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 .

Given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of our valuation allowance will no longer be needed.

A release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period the release is recorded.

However, the timing and amount of the valuation allowance release, if any, are unknown as this is subject to change on the basis of the level of profitability that we are able to actually achieve in future periods.

As of March 31, 2024 we had unrecognized tax benefits of $ 16,374 , including accrued interest and penalties of $ 2,087 .

We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes.

19 unchanged sentences

Distribution to noncontrolling interests ( 200 ) —

Purchase of noncontrolling interest ( 65 ) —

Foreign currency translation ( 5 ) ( 4 )

Balance as of December 31, 2023 $ 13,392 $ 627

Balance as of March 31, 2024

$ 12,140 $ 623

_________________

(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.

2 unchanged sentences

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:

As of March 31, 2024, 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.

• PrintBrothers - Includes the results of druck.at, Printdeal, and WIRmachenDRUCK, a group of Upload & Print businesses that serve graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland.

• The Print Group - Includes the results of Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint, a group of Upload & Print businesses that serve 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.

10 unchanged sentences

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.

Any expense in excess of this 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.

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.

5 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

9 unchanged sentences

(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

Three Months Ended March 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

7 unchanged sentences

Total external revenue $ 417,631 $ 149,552 $ 85,532 $ 82,043 $ 45,830 $ 780,588

Six Months Ended December 31, 2023

Nine Months Ended March 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

7 unchanged sentences

Total external revenue $ 1,298,694 $ 465,472 $ 253,360 $ 288,634 $ 153,085 $ 2,459,245

Three Months Ended December 31, 2022

Three Months Ended March 31, 2023

Vista (1) PrintBrothers The Print Group National Pen All Other Total (1)

7 unchanged sentences

Total external revenue $ 396,372 $ 139,187 $ 83,096 $ 75,929 $ 47,580 $ 742,164

Six Months Ended December 31, 2022

Nine Months Ended March 31, 2023

Vista (1) PrintBrothers The Print Group National Pen All Other Total (1)

8 unchanged sentences

___________________

(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.

(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 nine months ended March 31, 2023, 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,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

10 unchanged sentences

Certain impairments and other adjustments 328 549 ( 786 ) ( 1,982 )

Total income from operations 107,679 33,578 141,779 15,611

Other (expense) income, net

Total income (loss) from operations

39,238 ( 12,197 ) 181,017 3,414

Other (expense) income, net ( 3,651 ) 1,377 2,377 11,382

Interest expense, net ( 30,158 ) ( 30,515 ) ( 89,946 ) ( 83,918 )

Gain on early extinguishment of debt — — 1,721 —

349 — 1,721 —

Income (loss) before income taxes

$ 5,429 $ ( 41,335 ) $ 95,169 $ ( 69,122 )

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

7 unchanged sentences

Total depreciation and amortization $ 37,072 $ 39,751 $ 116,103 $ 121,567

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

7 unchanged sentences

Total purchases of property, plant and equipment $ 10,470 $ 10,996 $ 44,425 $ 37,486

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

8 unchanged sentences

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

December 31, 2023 June 30, 2023

March 31, 2024 June 30, 2023

Long-lived assets (1):

5 unchanged sentences

Italy 38,557 42,377

France 31,268 29,302

Germany 32,443 27,813

France 29,476 29,302

Australia 21,070 19,664

2 unchanged sentences

___________________

(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.

(1) Excludes goodwill of $ 779,263 and $ 781,541 , intangible assets, net of $ 83,235 and $ 109,196 , deferred tax assets of $ 9,435 and $ 12,740 as of March 31, 2024 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.

The assets are now presented as part of prepaid expenses and other current assets in the consolidated balance sheet.

Refer to Note 2 for additional details.

1 unchanged sentence

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 ;

At March 31, 2024, we had unrecorded commitments under contract of $ 184,433 , including inventory, third-party fulfillment and digital service purchase commitments of $ 85,846 ;

third-party cloud services of $ 55,945 ;

12 unchanged sentences

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.

During the three and nine months ended March 31, 2024, we recognized restructuring expense of $ 128 and $ 277 , 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

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.

During the three and nine months ended March 31, 2023, we recognized restructuring expense of $ 30,115 and $ 43,142 , respectively.

For the three and nine months ended March 31, 2023, we recognized restructuring charges in our Vista business of $ 20,406 and $ 29,128 , and in our central and corporate costs of $ 9,075 and $ 9,330 , respectively.

These charges were related to actions taken during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus and accountability.

We also recognized restructuring charges in our National Pen business for the three and nine months ended March 31, 2023 in the amounts of $ 639 and $ 1,127 , respectively, which included employee termination benefits for 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 nine months ended March 31, 2023 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 nine months ended March 31, 2024.

Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability

4 unchanged sentences

Foreign currency translation 5 — 5

Balance as of December 31, 2023

Balance as of March 31, 2024

$ 415 $ — $ 415

Related Party Transaction

On March 3, 2024, we repurchased 300,000 of our outstanding ordinary shares, par value €0.01 per share, from The Spruce House Partnership LLC (“Spruce House”) in a privately negotiated transaction at a price of $ 97.50 per share, representing a discount of $ 2.14 to the closing price of our ordinary shares on March 1, 2024 (the “Transaction”).

Zachary Sternberg, a Managing Member of Spruce House, serves as a member of Cimpress’ Board of Directors and Audit Committee.

In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the Transaction under our related person transaction policy and considered, among other things, Mr.

Sternberg’s and Spruce House’s interest in the Transaction, the approximate dollar value of the Transaction, and the purpose and the potential benefits to Cimpress of entering into the Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction was in our best interest.

The Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on January 31, 2024.

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-Q

Item 1. Financial Statements