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Item 8. Financial Statements and Supplementary Data

2024-08-09 compared with 2023-08-04 · 334 added, 394 removed, 1246 unchanged (37% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations 49

Consolidated Statements of Comprehensive Loss 49

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Shareholders’ Deficit 51

4 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

Goodwill - Quantitative Impairment Assessment of the Exaprint Reporting Unit

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

Goodwill - Quantitative Impairment Assessment of the BuildASign Reporting Unit

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $787 million as of June 30, 2024, of which a portion relates to the BuildASign reporting unit ("the reporting unit").

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

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

Management concluded that sufficient headroom between the estimated fair value of the reporting unit and the related carrying value existed and that no goodwill impairment was identified.

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

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

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

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

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

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

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

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

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

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

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

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow method.

/s/ PricewaterhouseCoopers LLP

37 unchanged sentences

Commitments and contingencies (Note 17)

Redeemable noncontrolling interests 10,893 131,483

Redeemable noncontrolling interests (Note 14) 22,998 10,893

Shareholders’ deficit:

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Income from operations 247,351 57,309 47,298

Other income (expense), net 18,498 61,463 ( 19,353 )

Other income, net 1,583 18,498 61,463

Interest expense, net ( 119,822 ) ( 112,793 ) ( 99,430 )

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

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

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

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

(Loss) gain on early extinguishment of debt ( 666 ) 6,764 —

Income (loss) before income taxes 128,446 ( 30,222 ) 9,331

Income tax (benefit) expense ( 49,362 ) 155,493 59,901

Net income (loss) 177,808 ( 185,715 ) ( 50,570 )

Net (income) attributable to noncontrolling interests ( 4,126 ) ( 263 ) ( 3,761 )

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

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

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

Net income (loss) attributable to Cimpress plc $ 173,682 $ ( 185,978 ) $ ( 54,331 )

Basic net income (loss) per share attributable to Cimpress plc $ 6.64 $ ( 7.08 ) $ ( 2.08 )

Diluted net income (loss) per share attributable to Cimpress plc $ 6.43 $ ( 7.08 ) $ ( 2.08 )

Weighted average shares outstanding — basic 26,151,968 26,252,860 26,094,842

Weighted average shares outstanding — diluted 27,004,687 26,252,860 26,094,842

____________________________________________

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See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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2024 2023 2022

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

Other comprehensive loss, net of tax:

Net income (loss) $ 177,808 $ ( 185,715 ) $ ( 50,570 )

Other comprehensive income (loss), net of tax:

Foreign currency translation gains (losses), net of hedges 6,530 498 ( 9,990 )

Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 7,087 9,991 2,813

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

Amounts reclassified from accumulated other comprehensive loss to net income (income) for derivative instruments ( 8,595 ) ( 2,873 ) 26,197

(Loss) gain on pension benefit obligation, net ( 350 ) ( 270 ) 1,649

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

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

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

Comprehensive income (loss) 182,480 ( 178,369 ) ( 29,901 )

Comprehensive (income) loss attributable to noncontrolling interests ( 4,102 ) 4,459 ( 76 )

Total comprehensive income (loss) attributable to Cimpress plc $ 178,378 $ ( 173,910 ) $ ( 29,977 )

See accompanying notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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

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

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

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

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

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

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

12 unchanged sentences

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 45 — — — — — 2,102 — — 2,102

Purchase and cancellation of deferred ordinary shares ( 1,723 ) ( 19 ) — — — — ( 21,890 ) ( 135,073 ) — ( 156,982 )

Restricted share units vested, net of shares withheld for taxes 413 8 — — — — ( 16,432 ) — — ( 16,424 )

Share-based compensation expense — — — — — — 67,049 — — 67,049

Net loss attributable to Cimpress plc — — — — — — — ( 185,978 ) — ( 185,978 )

Net income attributable to Cimpress plc — — — — — — — 173,682 — 173,682

Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 1,124 ) — ( 1,124 )

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

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 1,508 ) ( 1,508 )

Foreign currency translation, net of hedges — — — — — — — — 6,554 6,554

1 unchanged sentence

Balance at June 30, 2024 43,051 $ 604 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 570,283 $ 272,881 $ ( 30,364 ) $ ( 550,146 )

S ee accompanying notes.

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS

3 unchanged sentences

Operating activities

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

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

Net income (loss) $ 177,808 $ ( 185,715 ) $ ( 50,570 )

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

Depreciation and amortization 151,764 162,428 175,681

1 unchanged sentence

Impairment of goodwill — 5,609 —

Impairment of long-lived assets — — 19,882

Deferred taxes ( 94,442 ) 114,912 22,879

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

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

Loss (gain) on early extinguishment of debt 515 ( 6,764 ) —

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

( 4,992 ) 34,393 ( 40,408 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 116 ( 11,988 ) 537

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Proceeds from maturity of held-to-maturity investments 38,676 92,110 151,200

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

Proceeds from the settlement of derivatives designated as hedging instruments

Other investing activities — ( 277 ) ( 617 )

2 unchanged sentences

Proceeds from borrowings of debt 205,775 48,264 —

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

Payments of debt ( 219,722 ) ( 61,310 ) ( 14,510 )

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

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

Payments for purchase of 7% Senior Notes due 2026 ( 24,471 ) ( 44,994 ) —

Payments of debt issuance costs ( 2,076 ) ( 51 ) ( 1,444 )

3 unchanged sentences

Purchase of noncontrolling interests ( 65 ) ( 95,567 ) ( 2,165 )

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

Purchase of ordinary shares ( 156,982 ) — —

Proceeds from issuance of ordinary shares 2,102 327 —

Distributions to noncontrolling interests ( 549 ) ( 3,652 ) ( 3,963 )

Other financing activities — ( 285 ) ( 112 )

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

Net cash used in financing activities

( 222,552 ) ( 177,106 ) ( 106,572 )

Effect of exchange rate changes on cash ( 94 ) 3,802 ( 14,937 )

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

Net increase (decrease) in cash and cash equivalents 73,462 ( 146,740 ) 94,030

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

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Description of the Business

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

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.

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Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities.

We did not have a bank or book overdraft for any of the periods presented.

Marketable Securities

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We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the years ended June 30, 2024, 2023, and 2022.

The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of June 30, 2023 and 2022.

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

government securities 6,260 ( 69 ) 6,191

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

Due between one and two years:

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

government securities 2,999 ( 66 ) 2,933

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

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

June 30, 2022

Amortized cost Unrealized losses Fair value

Due within one year or less:

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

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

Accounts Receivable

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

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

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

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

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

Costs associated with preliminary stage software development, repair, maintenance, or the development of website content are expensed as incurred.

Amortization of previously capitalized amounts in the years ended June 30 2023, 2022, and 2021 was $ 57,086 , $ 54,646 , and $ 47,560 , respectively, resulting in accumulated amortization of $ 279,490 , $ 273,629 , and $ 231,482 at June 30 2023, 2022, and 2021, respectively.

Amortization of previously capitalized amounts in the years ended years ended June 30, 2024, 2023, and 2022 was $ 62,590 , $ 57,086 , and $ 54,646 , respectively, resulting in accumulated amortization of $ 286,605 and $ 279,490 at June 30, 2024 and 2023, respectively.

Intangible Assets

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

We recognized no goodwill impairment charges during the years ended June 30, 2024 and 2022.

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

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

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

There were no impairments identified for any other reporting units.

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

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

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

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

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

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

Refer to Note 14 for additional details.

Mandatorily redeemable

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

Debt Issuance Costs

8 unchanged sentences

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

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

contracts and cross-currency swap contracts.

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

3 unchanged sentences

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

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

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

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

When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other (expense) income, net.

When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other income, net.

In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

1 unchanged sentence

Shareholders' Deficit

Ordinary and Treasury Shares

Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity.

Our various share-based compensation programs entitle recipients to receive issuances of Cimpress ordinary shares upon the vesting of awards which meet applicable performance criteria.

Prior to fiscal year 2023, we reissued treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions.

Upon issuance of treasury shares in conjunction with these programs, we determined the cost using the average cost method.

Starting in fiscal year 2023, we issued new ordinary shares to meet the needs of our share-based compensation programs.

We have retired ordinary shares from time to time.

Upon retirement, these shares become classified as authorized and unissued shares.

The retirement of ordinary shares are accounted for as 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.

Comprehensive Loss

1 unchanged sentence

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

Treasury Shares

Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity.

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

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

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

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We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer.

If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price.

If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation

based on the standalone selling price.

Revenue is recognized upon satisfaction of each performance obligation.

We generally determine the standalone selling prices based on the prices charged to our customers.

We record revenue net of taxes collected from customers that are remitted to governmental authorities.

Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer;

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

For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, severance benefits are documented in an employee manual or labor contract, or are consistent with prior

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

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

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The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss.

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations.

Other Income (Expense), Net

The following table summarizes the components of other income (expense), net:

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income, net in our consolidated statements of operations.

Other Income, Net

The following table summarizes the components of other income, net.

Year Ended June 30,

2024 2023 2022

Gains (losses) on derivatives not designated as hedging instruments (1) $ 3,311 $ 58,148 $ ( 20,728 )

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

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

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

Gains on derivatives not designated as hedging instruments (1) $ 3,915 $ 3,311 $ 58,148

Currency-related (losses) gains, net (2) ( 2,818 ) 16,350 244

Other gains (losses) 486 ( 1,163 ) 3,071

Total other income, net $ 1,583 $ 18,498 $ 61,463

_____________________

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

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

For contracts not designated as hedging instruments, we realized (losses) gains of ($ 1,078 ), $ 39,133 and $ 9,955 , respectively, for the fiscal years ended June 30, 2024, 2023 and 2022.

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

(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, during all fiscal years presented, we had certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans;

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

Net Loss Per Share Attributable to Cimpress plc

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

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 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.

3 unchanged sentences

2024 2023 2022

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

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

Weighted average shares outstanding, basic 26,151,968 26,252,860 26,094,842

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/PSUs/warrants (1)

Shares used in computing diluted net income (loss) per share attributable to Cimpress plc 27,004,687 26,252,860 26,094,842

Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)(2) 96,207 2,834,351 762,086

___________________

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

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

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

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

(1) In the periods in which a net loss is recognized, the impact of share options, PSUs, 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 would have been met as of the end of the reporting period.

(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 years ended June 30, 2024 and 2022, the average market price of our ordinary shares was higher than the strike price of the warrants.

The weighted average dilutive effect of the warrants was 220,668 for the year ended June 30, 2024 and for the year ended June 30, 2022, due to our net loss position, 138,088 outstanding warrants were considered anti-dilutive.

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

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We recognize the impact of forfeitures as they occur.

The fair value of share options is determined using the Black-Scholes valuation model, or lattice model for share options with a market condition or subsidiary share options.

The fair value of share options is determined using the Black-Scholes valuation model.

The fair value of RSUs is determined based on the quoted price of our ordinary shares on the date of the grant.

Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance or market condition.

Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance condition.

For awards that are ultimately settleable in cash, we treat them as liability awards and mark the award to market each reporting period recognizing any gain or loss in our statements of operations.

For awards with a performance condition vesting feature, compensation cost is recorded if it is probable that the performance condition will be achieved.

We have issued PSUs, and we calculate the fair value at grant, which is fixed throughout the vesting period.

The fair value is determined using a Monte Carlo simulation valuation model.

As the PSUs include both a service and market condition the related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award.

For PSUs that meet the service vesting condition, the expense recognized over the requisite service period will not be reversed if the market condition is not achieved.

We have issued PSUs that include a service condition as well as a market or performance condition, and we calculate the fair value at grant, which is fixed throughout the vesting period.

For PSUs that include a market condition, the fair value is determined using a Monte Carlo simulation valuation model and the expense recognized over the requisite service period will not be reversed if the market condition is not achieved.

For PSUs that include a performance condition, compensation cost is recorded if it is probable that the performance condition will be achieved.

The fair value is determined based on the quoted price of our ordinary shares on the date of the grant and our estimated attainment percentage of the related performance condition.

The related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award.

Until the performance condition is measured, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.

Sabbatical Leave

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Recently Issued or Adopted Accounting Pronouncements

Adopted Accounting Standards

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

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

The standard is effective for us in fiscal year 2023.

There were no such transactions in the year of adoption;

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

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

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

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

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

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

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

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

Scope", and No.

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

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

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

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

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

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

Issued Accounting Standards to be Adopted

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".

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

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

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

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 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.

Refer to Note 17 for additional required disclosure.

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.

Fair Value Measurements

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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:

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.

June 30, 2024

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Interest rate swap contracts $ 18,830 $ — $ 18,830 $ —

Cross-currency swap contracts 1,043 — 1,043 —

Currency forward contracts 3,642 — 3,642 —

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Total assets recorded at fair value $ 23,652 $ — $ 23,652 $ —

Cross-currency swap contracts $ ( 1,777 ) $ — $ ( 1,777 ) $ —

Currency forward contracts $ ( 856 ) $ — $ ( 856 ) $ —

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During the years ended June 30, 2024 and 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 risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument.

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.

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

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

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

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

Our held-to-maturity marketable securities are recognized at an amortized cost.

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

June 30, 2024

Amortized cost Unrealized losses Fair value

Due within one year or less:

Corporate debt securities $ 1,500 $ ( 1 ) $ 1,499

government securities 3,000 ( 4 ) 2,996

Total held-to-maturity securities $ 4,500 $ ( 5 ) $ 4,495

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

government securities 6,260 ( 69 ) 6,191

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

Due between one and two years:

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

government securities 2,999 ( 66 ) 2,933

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

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

As of June 30, 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 June 30, 2024 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,616,607 and $ 1,653,989 , respectively, and the fair value was $ 1,617,364 and $ 1,604,190 , respectively.

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

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

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.

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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 income (expense), net.

The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income, net.

Hedges of Interest Rate Risk

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

Amounts reported in accumulated other comprehensive loss

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

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

As of June 30, 2024, we estimate that $ 4,394 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2025.

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

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

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

As of June 30, 2024, we had ten 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.

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Cross-Currency Swap Contracts

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

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

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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 net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S.

As of June 30, 2024, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $ 264,851 , maturing during June 2028.

We entered into the cross-currency swap contract to hedge the risk of changes in the U.S.

Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency.

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

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 June 30, 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 income (expense), net as interest payments are accrued or paid, and upon remeasuring the intercompany loan.

As of June 30, 2023, we estimate that $ 839 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2024.

We did not have any outstanding cross-currency swap contracts designated as cash flow hedges as of June 30, 2024.

Other Currency Hedges

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

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

currency forward and option contracts.

During the years ended June 30, 2024, 2023, and 2022, we experienced volatility within other income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward 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, which do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric.

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 10 for additional information about this agreement).

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As of June 30, 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, GBP, Canadian Dollar, Czech Koruna, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

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

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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 designated as hedging instruments

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 )

Interest rate swaps Other current assets / other assets $ 18,830 $ — $ 18,830 Other current liabilities / other liabilities $ — $ — $ —

Derivatives in net investment hedging relationships

Cross-currency swaps Other assets 1,043 — 1,043 Other liabilities — — —

Total derivatives designated as hedging instruments $ 19,873 $ — $ 19,873 $ — $ — $ —

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Derivatives in cash flow hedging relationships

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

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

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

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

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

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Intercompany loan (1)

15,754 ( 8,384 ) 49,225

Currency forward contracts ( 1,080 ) — 13,622

Total $ 21,761 $ 1,607 $ 65,660

________________________

(1) During fiscal year 2024, we identified an immaterial error related to the previously recognized tax effect of this intercompany loan that is designated as a net investment hedge.

This was corrected in the current period resulting in an increase to foreign currency translation gains (losses), net of hedges included as part of comprehensive income (loss) and an offsetting decrease to the related deferred tax liability of $12,702.

This adjustment was immaterial to the prior- and current-period financial statements.

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2024, 2023, and 2022.

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Interest rate swaps $ ( 7,730 ) $ ( 4,851 ) $ 9,998 Interest expense, net

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

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

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

Cross-currency swaps ( 2,617 ) 903 18,286 Other income, net

Total before income tax (10,347) (3,948) 28,284 Income (loss) before income taxes

Income tax 1,752 1,075 ( 2,087 ) Income tax (benefit) expense

Total $ ( 8,595 ) $ ( 2,873 ) $ 26,197

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

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

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2024, 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

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2024 2023 2022

Currency contracts $ 3,311 $ 51,784 $ ( 24,235 ) Other income (expense), net

Interest rate swaps — 6,364 3,507 Other income (expense), net

Currency contracts $ 3,915 $ 3,311 $ 51,784 Other income, net

Interest rate swaps — — 6,364 Other income, net

Total $ 3,915 $ 3,311 $ 58,148

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 $ 4,013 , $ 16,722 , and $ 764 for the years ended June 30, 2023, 2022, and 2021 :

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

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $( 10,985 ), $ 4,013 , and $ 16,722 for the years ended June 30, 2024, 2023, and 2022, respectively.

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

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

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Balance as of June 30, 2023

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

Other comprehensive income (loss) before reclassifications 7,087 ( 350 ) 6,554 13,291

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

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

Amounts reclassified from accumulated other comprehensive loss to net income ( 8,595 ) — — ( 8,595 )

Net current period other comprehensive (loss) income

( 1,508 ) ( 350 ) 6,554 4,696

Balance as of June 30, 2024 $ 10,789 $ ( 706 ) $ ( 40,447 ) $ ( 30,364 )

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

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

Gains on currency forward and swap contracts, net of tax, of $ 15,042 and $ 15,079 have been included in accumulated other comprehensive loss as of June 30, 2024 and 2023, respectively.

Intercompany loan hedge gains of $ 48,270 and $ 44,229 , net of tax, have been included in accumulated other comprehensive loss as of June 30, 2024 and 2023, respectively.

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Business Combinations

Fiscal Year 2023 Acquisitions

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

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

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

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

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

We utilized our available cash to fund the acquisition.

There were no material acquisitions during the years ended June 30, 2024 and 2023.

Fiscal Year 2022 Acquisitions

Acquisition of Depositphotos Inc.

On October 1, 2021, we acquired Depositphotos Inc.

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

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

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

We expect synergies to provide significant benefits to our Vista business as this represents another integral step toward providing a compelling, full-spectrum design offering to our customers, and also provides another vehicle for the acquisition of new customers, to whom we plan to cross-sell our other products and services.

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

The table below details the consideration transferred to acquire Depositphotos:

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In connection with the acquisition, we incurred $ 887 in general and administrative expenses, as part of our central and corporate costs during the year ended June 30, 2022, primarily related to legal, financial, and other professional services.

Other Acquisition

On January 21, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment.

After giving effect to this investment, we have acquired approximately 75 % of the company's shares for total cash and noncash consideration of $ 11,218 .

We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $ 10,484 , which is not deductible for tax purposes.

The net assets recognized largely consist of the cash and deferred tax liability balances acquired.

The revenue and earnings included in our consolidated financial statements for the year ended June 30, 2022 are not material.

We utilized our available cash balance to finance the acquisition.

Fiscal Year 2021 Acquisitions

Acquisition of 99designs, Inc.

On October 1, 2020, we acquired 99designs, Inc.

and its subsidiaries ("99designs"), a global creative platform for graphic design.

We acquired all outstanding shares of the company for a purchase price of $ 90,000 , subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date.

We paid $ 45,000 in cash at closing and paid the remaining purchase consideration, including the post-closing adjustment, on February 15, 2022.

The acquisition is managed within our Vista business and provides a global platform that connects designers and clients, making it easier for small businesses to access both professional design services and marketing products in one place.

We expect the synergies achieved through integration with the 99designs designer network to provide significant benefits to our Vista business.

The table below details the consideration transferred to acquire 99designs:

Cash consideration (paid at closing) $ 45,000

Fair value of deferred payment 43,381

Final post closing adjustment 310

Total purchase price $ 88,691

We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition.

The goodwill balance has been attributed to the Vista reporting unit and a portion of such goodwill balance is deductible for tax purposes.

Additionally, we identified and valued 99designs intangible assets, which include their trade name, designer network, and developed technology.

The fair value of the assets acquired and liabilities assumed was:

Amount Weighted Average Useful Life in Years

Tangible assets acquired and liabilities assumed:

Cash and cash equivalents $ 8,603 n/a

Accounts receivable, net 494 n/a

Prepaid expenses and other current assets 787 n/a

Property, plant and equipment, net 73 n/a

Other assets 142 n/a

Accounts payable ( 220 ) n/a

Accrued expenses ( 6,299 ) n/a

Deferred revenue ( 5,806 ) n/a

Other liabilities ( 625 ) n/a

Identifiable intangible assets:

Trade name 1,550 2 years

Developed technology 13,400 3 years

Designer network 5,800 7 years

Goodwill 70,792 n/a

Total purchase price $ 88,691 n/a

We used our senior secured credit facility to finance the acquisition.

In connection with the acquisition, we incurred $ 1,183 in general and administrative expenses during the year ended June 30, 2021, primarily related to legal, financial, and other professional services.

Other Acquisition

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

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

This acquisition is presented within our All Other Businesses segment.

We utilized proceeds from our senior secured credit facility to finance the acquisition.

Goodwill and Acquired Intangible Assets

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

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Acquisitions (1) — 4,724 — — 4,724

Impairment (2) — — — ( 5,609 ) ( 5,609 )

Adjustments — — — 225 225

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Acquisitions (1) — 2,701 — — 2,701

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

Adjustments (4) — 7,319 — — 7,319

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________________________

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

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

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

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

Refer to Note 7 for additional details.

(1) In fiscal years 2024 and 2023, we acquired two immaterial businesses that are included in our PrintBrothers reportable segment, which resulted in the recognition of goodwill of $$ 2,701 and $ 4,724 , respectively.

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

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

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

See below for additional details.

(4) During fiscal year 2024, we identified an immaterial error in the initial purchase accounting related to the noncontrolling interest of a previously acquired business.

This was corrected in the current period resulting in an increase to goodwill and noncontrolling interest of $ 7,319 .

This adjustment was immaterial to the prior- and current-period financial statements.

Refer to Note 14 for additional information.

Annual Impairment Review

Fiscal year 2024

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

We identified ten reporting units with goodwill individually.

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

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

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

We identified eight reporting units with goodwill individually.

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

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

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

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

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

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

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

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

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

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

The quantitative tests were performed for Exaprint, which is part of The Print Group reportable segment, and BuildASign, which is included in the All Other Businesses reportable segment.

For both reporting units, we concluded that sufficient headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified.

There were no events that caused us to update our annual impairment test.

Fiscal year 2023

For our annual goodwill impairment test date of May 31, 2023, we determined that there was no indication the carrying values for nine of our ten reporting units exceeded their respective fair values.

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

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

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Advertising costs (1)

23,524 16,548

Third party manufacturing and digital content costs 17,608 17,380

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Variable compensation incentives 9,263 9,413

Restructuring costs 7,567 13,449

Sales returns

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Professional fees 2,596 2,743

Restructuring costs 370 7,567

Other 46,300 54,879

1 unchanged sentence

______________________

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

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

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

Other current liabilities included the following:

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Total other current liabilities $ 13,136 $ 24,469

______________________

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

Other liabilities included the following:

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Total other liabilities $ 76,305 $ 90,058

______________________

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

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

Refer to Note 14 for additional details.

June 30, 2024 June 30, 2023

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Other 9,845 7,076

Debt issuance costs and debt premiums (discounts) ( 16,033 ) ( 19,417 )

Debt issuance costs and discounts, net of debt premiums ( 12,312 ) ( 16,033 )

Total debt outstanding, net 1,604,295 1,637,956

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_____________________

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

Refer below for additional details.

(1) Balances as of June 30, 2024 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,492 and $ 3,526 , respectively.

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

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

As of June 30, 2024, we were in compliance with all covenants in our debt contracts, including those under our Restated Credit Agreement and the indenture governing our 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 bears interest at LIBOR (with a LIBOR floor of 0.50 %) plus 3.50 %, and

◦ a € 300,000 tranche that 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 bear interest at LIBOR (with a LIBOR floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

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

On May 15, 2024, we amended our Restated Credit Agreement to refinance our Term Loan B, which consists of a tranche denominated in U.S.

dollars ("USD Tranche") and a tranche denominated in Euros ("Euro Tranche").

The amendment refinanced the entire USD Tranche and the majority of the Euro Tranche as follows:

• reduced the interest rate margin of the USD Tranche by 50 basis points, from Term SOFR plus 3.50 % to Term SOFR plus 3.00 %, and eliminated the credit spread adjustment for the USD Tranche, which was previously approximately 11 basis points, and

• increased the size of the new USD Tranche by $ 264,361 , the proceeds of which were used to prepay € 245,346 of the aggregate principal amount of the Euro Tranche.

After these changes, our Term Loan B consists of a USD Tranche with an aggregate principal amount of $ 1,037,498 and a Euro Tranche with an aggregate principal amount of € 46,404 .

No other material changes were made to the terms of the Term Loan B or the Restated Credit Agreement, and the maturity date of the Term Loan B is still May 17, 2028.

As a result of this refinancing transaction, we recognized a loss on extinguishment of debt amounting to $ 2,387 , which consisted of a $ 2,236 non-cash write-off of unamortized debt discount and deferred financing fees associated with prepaying the Euro Tranche as well as an immaterial amount of third-party legal fees that were associated with the modification of our debt and were expensed as incurred.

Our Restated Credit Agreement consists of the following as of June 30, 2024:

• a $ 1,034,904 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 3.00 %,

• a € 46,404 (U.S.

dollar equivalent of $ 49,723 ) Euro 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”), 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.

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

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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 June 30, 2023, we have borrowings under the Restated Credit Agreement of $ 1,098,613 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 June 30, 2023.

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 June 30, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.77 %, 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 as of June 30, 2023.

We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt.

Senior Unsecured Notes

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

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

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

As of June 30, 2024 and June 30, 2023, we had $ 9,845 and $ 7,076 , respectively, outstanding for those obligations that are payable through September 2027.

Shareholders' Deficit

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As of June 30, 2024, 1,090,723 ordinary shares were available for future awards under our 2020 Plan.

For PSUs, we assumed that we would issue ordinary shares equal to 250 % of the outstanding PSUs, which is the maximum potential share issuance.

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

For PSUs, we assumed that we would issue the maximum potential ordinary shares based on the terms described below.

Performance share units

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

Awards with a grant date prior to fiscal year 2020 and all awards granted to our Chief Executive Officer and Board of Directors will be assessed annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 (other than to the CEO and Board) will be assessed annually in years 4 - 8 following the grant date.

The fair value of the PSUs is based on a Monte Carlo simulation, and the resulting expense is recognized on an accelerated basis over the requisite service period.

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.

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.

The final measurement of the performance condition will occur during the first quarter of fiscal year 2025.

For all other outstanding PSUs, these awards entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon service vesting requirements and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price.

PSU awards with a grant date prior to fiscal year 2020 and PSU awards granted before fiscal year 2024 to our Chief Executive Officer and Board of Directors are assessed annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 and before fiscal year 2024 (other than to the CEO and Board) will be assessed annually in years 4 - 8 following the grant date.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2024 is as follows:

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The total intrinsic value of PSUs outstanding as of June 30 2024, 2023, and 2022 was $ 169,512 , $ 83,376 , and $ 52,875 , respectively.

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

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

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

however, it is possible that a portion or all of these PSUs granted before fiscal year 2024 will not achieve the associated performance condition.

As of June 30, 2024, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 4,356,251 shares.

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

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

The fair value of each option award subject only to service period vesting is estimated on the date of grant using the Black-Scholes option pricing model.

Use of a valuation model requires management to make certain assumptions with respect to inputs.

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Outstanding at the beginning of the period 387,447 $ 46.37 9.0 $ 5,189

Granted 436,211 45.94

Exercised ( 45,500 ) 46.20

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This cost is expected to be recognized over a weighted average period of 1.9 years.

Purchase and retirement of ordinary shares

During the year ended June 30, 2024, we repurchased 1,723,393 of our ordinary shares for $ 156,982 .

The shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of June 30, 2024.

The retirement of the repurchased ordinary shares resulted in the reduction in ordinary shares of $ 19 , as well as a reduction to additional paid in capital and retained earnings of $ 21,890 and $ 135,073 , respectively.

Employees' Savings Plans

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

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

We expensed $ 17,100 , $ 16,061 , and $ 16,157 for our government-mandated and defined contribution plans in the years ended June 30 2024, 2023, and 2022, respectively.

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For the years ended June 30 2024, 2023, and 2022 we recognized expense totaling $ 438 , $ 282 , and $ 537 , respectively, related to our Swiss plan.

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

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

Year Ended June 30,

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Total $ 128,446 $ ( 30,222 ) $ 9,331

The components of the provision (benefit) for income taxes are as follows:

The components of the (benefit) provision for income taxes are as follows:

Year Ended June 30,

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For the year ended June 30, 2024, our effective tax rate was below our U.S.

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

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

federal statutory tax rate primarily due to the partial release of the valuation allowance on Swiss deferred tax assets of $ 105,765 related to Swiss tax reform benefits recognized in fiscal year 2020 and Swiss tax loss carryforwards.

After considering all available evidence, including the recent history of strong earnings from core operations in Switzerland and the expectation of future taxable income, management concluded it is more likely than not that the recognized deferred tax assets are realizable and reduced the valuation allowance accordingly.

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

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

tax provision include Australia, Canada, France, Germany, India, Ireland, Italy, the Netherlands, Spain, and Switzerland.

tax provision include Canada, Germany, India, Ireland, Italy, the Netherlands, Spain, and Switzerland.

The applicable tax rates in these jurisdictions range from 11 % to 30 %.

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For the year ended June 30, 2024, our effective tax rate was ( 38.4 )% as compared to the prior year effective tax rate of ( 514.5 )%.

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

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

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

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

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

The increase in our effective tax rate as compared to the prior year is primarily due pre-tax income for the year ended June 30, 2024 as compared to a pre-tax loss for the year ended June 30, 2023.

During the year ended June 30, 2024 we recognized a tax benefit of $ 105,765 on the partial release of the valuation allowance in Switzerland as compared to tax expense of $ 116,694 in the year ended June 30, 2023 to increase the valuation allowance in Switzerland.

Our fiscal year 2023 effective tax rate was lower than fiscal year 2022 primarily due to increasing the valuation allowance in Switzerland year over year.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2024 and 2023:

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Share-based compensation 19,530 16,920

Credit and other carryforwards 58,790 47,405

Tax credit and other carryforwards

69,644 45,574

Internal Revenue Code Section 174 capitalization

Interest limitation carryforwards

23,291 13,216

Other 1,520 2,000

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Leases ( 24,797 ) ( 27,392 )

Investment in flow-through entity — ( 7,031 )

Tax on unremitted earnings ( 7,984 ) ( 7,221 )

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

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

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

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

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

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

The decrease in the valuation allowance from the prior year relates primarily to the partial release of the Swiss valuation allowance offset by increased Irish foreign tax credit carryforwards of $ 23,939 and tax-effected interest limitation carryforwards of $ 10,239 in various jurisdictions, neither of which expire, but for which management has determined it is more likely than not that these will not be utilized.

We have recorded a partial valuation allowance of $ 46,270 against the Swiss tax-amortizable goodwill deferred tax assets, which we can only benefit from during calendar year 2025 through calendar year 2029 under our Swiss tax ruling.

In addition, we have recorded valuation allowances of $ 52,596 , $ 28,727 , $ 5,173 , and $ 17,053 against deferred tax assets related to net operating losses in certain jurisdictions (mainly Australia, Brazil, Cyprus, France, Ireland, Japan, the Netherlands, and the United Kingdom), U.S.

research and development credits, U.S.

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_________________

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

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

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

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

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

federal and apportioned state net operating losses of $ 2,348 and $ 30,281 , respectively, that expire on various dates from fiscal year 2024 through fiscal year 2043 or with unlimited carryforward.

(1) Amount is primarily related to the partial release of the Swiss valuation allowance, offset by increased Irish foreign tax credits and tax-effected interest limitation carryforwards.

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

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

As of June 30, 2024, we had gross apportioned state net operating losses of $ 29,650 , that expire on various dates from fiscal year 2025 through fiscal year 2044 or with unlimited carryforward.

We also had gross non-U.S.

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

net operating loss and capital loss carryforwards of $ 392,314 , a significant amount of which begin to expire in fiscal year 2025, with the remaining amounts expiring on various dates through fiscal year 2035 or having unlimited carryforward.

In addition, we had $ 33,925 of tax credit carryforwards primarily related to U.S.

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We also had $ 22,778 and $ 6,841 of U.S.

federal, apportioned U.S.

state, and non-U.S.

capital loss carryforwards, respectively.

capital losses expire in fiscal years 2025 through 2027 and the non-U.S.

capital losses have unlimited carryforward.

federal and apportioned U.S.

state capital loss carryforwards, respectively, that expire in fiscal years 2025 through 2027.

Lastly, we had $ 36,474 of Irish foreign tax credits with unlimited carryforward.

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

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

The years 2016 through 2024 remain open for examination by the United States Internal Revenue Service and the years 2015 through 2024 remain open for examination in the various states and non-U.S.

tax jurisdictions in which we file tax returns.

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

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

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

These noncontrolling interests span multiple businesses and reportable segments.

PrintBrothers

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

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

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

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

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

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

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

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Purchase of noncontrolling interest (3) ( 95,567 ) —

Reclassification to mandatorily redeemable noncontrolling interest (3) ( 9,582 ) —

Foreign currency translation ( 4,733 ) 11

Balance as of June 30, 2023 10,893 459

Acquisition of noncontrolling interest (1) — 365

Accretion to redemption value (2) ( 7,236 ) —

Accretion to redemption value recognized in retained earnings (1) 1,124 —

Accretion to redemption value recognized in net income attributable to noncontrolling interests (1) 2,907 —

Net income attributable to noncontrolling interests 1,035 184

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Purchase of noncontrolling interest ( 65 ) —

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

Other adjustments (4) 7,319 —

Foreign currency translation ( 15 ) ( 9 )

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$ 22,998 $ 634

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

_________________

(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.

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

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

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

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

The distributions were lower in fiscal year 2024, as compared to fiscal year 2023, due to the lower outstanding minority equity interest in our Printbrothers business.

(3) We purchased 10% to 11% of the equity interests in three PrintBrothers businesses during fiscal year 2023, as well as the 1% minority interest in our BuildASign business.

Additionally, the minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity interests.

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

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

(4) During fiscal year 2024, we identified an immaterial error in the initial purchase accounting related to the noncontrolling interest of a previously acquired business.

This was corrected in the current period resulting in an increase to redeemable noncontrolling interests of $ 7,319 .

This adjustment was immaterial to the prior and current period financial statements.

Segment Information

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As of June 30, 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, Depositphotos, 99designs by Vista, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success.

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

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

• 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 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.

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

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

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

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

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

• 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;

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

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

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.

In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value of PSU awards to our businesses.

The expense value for some of our PSU awards is based on a Monte Carlo fair value analysis, while others include a performance condition that influence the amount and timing of expense recognized for the related PSU award.

The difference between the straight-line portion of the fixed grant value and the expense recognized (as a result of the fair value measurement, the related performance condition 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.

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

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

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

Year Ended June 30, 2024

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Total external revenue $ 1,511,539 $ 525,224 $ 322,315 $ 326,934 $ 201,543 $ 2,887,555

__________________

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

We have corrected the disclosed figures as included herein.

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

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Depreciation and amortization ( 151,764 ) ( 162,428 ) ( 175,681 )

Proceeds from insurance — — ( 122 )

Certain impairments and other adjustments ( 1,154 ) ( 6,932 ) 9,709

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Total income from operations 247,351 57,309 47,298

Other income (expense), net 18,498 61,463 ( 19,353 )

Other income, net 1,583 18,498 61,463

Interest expense, net ( 119,822 ) ( 112,793 ) ( 99,430 )

(Gain) loss on early extinguishment of debt

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

( 666 ) 6,764 —

Income (loss) before income taxes $ 128,446 $ ( 30,222 ) $ 9,331

Year Ended June 30,

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__________________

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

We have corrected the disclosed figures as included herein.

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

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Physical printed products and other (1) $ 3,207,102 $ 2,990,041 $ 2,789,600

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

Digital products and design services 84,754 89,586 97,955

Total revenue $ 3,291,856 $ 3,079,627 $ 2,887,555

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United States $ 77,095 $ 83,956

Switzerland 67,201 73,857

Netherlands 60,974 65,547

Canada 54,848 57,328

Switzerland 73,857 72,394

Italy 37,380 42,377

Germany 31,656 27,813

France 28,002 29,302

Jamaica 17,834 18,744

Australia 22,131 19,664

Japan (3) — 11,392

Jamaica (2) 3,782 17,834

Other 90,380 86,690

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___________________

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

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

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

Refer to Note 18 for additional details.

(1) Excludes goodwill of $ 787,138 and 781,541 , intangible assets, net of $ 76,560 and 109,196 , deferred tax assets of $ 95,059 and 12,740 , and marketable securities, non-current of $ 0 and 4,497 as of June 30, 2024 and June 30, 2023, respectively.

(2) The decrease in Jamaica's long-lived assets is due to the sale of an owned customer service facility during fiscal year 2024.

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

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The following table represents the lease expenses for the years ended June 30, 2024 and 2023:

June 30, 2023 June 30, 2022

Year Ended June 30,

Operating lease expense $ 25,844 $ 30,240

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Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

Supplemental Cash Flow Information June 30, 2023 June 30, 2022

Year Ended June 30,

Supplemental Cash Flow Information 2024 2023

Cash paid for amounts included in measurement of lease liabilities:

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Financing cash flows from finance leases 10,140 8,290

__________________

(1) The decrease in financing cash flows from finance leases is driven by the non-recurring purchase option exercise for a leased facility in fiscal year 2022, with the purchased facility being subsequently sold.

Refer to additional details below.

Purchase and Sale of a Leased Facility

During fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, immediately sold the facility to a separate third party for $ 23,226 , and recognized a $ 3,324 gain on the sale within general and administrative expense on our consolidated statement of operations.

Fiscal Year 2022 Purchase and Sale of a Leased Facility

During fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for a leased facility (which we had previously impaired under our long-lived asset policy), then immediately sold the facility to a separate third party for $ 23,226 .

The purchase option exercise was presented as a financing activity on our consolidated statement of cash flows while the sale of the facility was presented as an investing activity.

Prior to the purchase and sale, as required under our long-lived asset policy, we identified a triggering event in fiscal year 2021 for this leased facility and abandoned equipment, which resulted in impairment charges of $ 7,420 and $ 1,680 , respectively, that were recognized in general and administrative expense on the consolidated statement of operations.

Waltham Lease Modification

During fiscal year 2021, we modified the lease agreement for our Waltham, Massachusetts office location, which resulted in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we no longer lease and the payment of an early termination fee of $ 8,761 .

Due to the partial termination of the lease, we recognized a gain of $ 1,156 in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

As required under our long-lived asset policy, we identified a triggering event with regards to the modified right-of-use asset and abandoned property, plant and equipment related to the vacated space, which resulted in impairments of $ 7,489 and $ 4,483 , respectively, which were recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

We recognized a $ 3,324 gain on the sale within general and administrative expense on our consolidated statement of operations as the sale price exceeded the prior impaired carrying value of the asset.

Commitments and Contingencies

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Total $ 1,616,607

Supply Chain Finance Programs

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 June 30, 2024 and 2023 were $ 62,848 and $ 44,522 , respectively.

Purchase Obligations

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software of $ 39,072 ;

advertising of $ 10,070 ;

professional and consulting fees of $ 6,245 ;

production and computer equipment purchases of $ 5,497 ;

professional and consulting fees of $ 3,265 ;

and other commitments of $ 39,570 .

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Refer to Note 16 for additional details.

Other Obligations

In February 2023, we made a $ 6,875 deferred payment for our Depositphotos acquisition, resulting in no outstanding acquisition-related deferred liabilities as of June 30, 2023.

Legal Proceedings

We are not currently party to any material legal proceedings.

Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any

of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or financial position.

Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or

financial position.

For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

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Restructuring Charges

Restructuring costs include 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.

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 years ended June 30, 2024, 2023, and 2022, we recognized restructuring charges of $ 423 , $ 43,757 , and $ 13,603 , respectively.

The restructuring charges recognized in the current period primarily include adjustments made to the previously estimated restructuring expense for prior period actions.

We do not expect any additional material charges for any of the restructuring actions described below.

Fiscal Year 2023

During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 .

The majority of these costs related to actions taken in our Vista business and central teams during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus, and accountability.

For the year ended June 30, 2023, we recognized restructuring charges of $ 28,840 and $ 9,645 in our Vista business and central and corporate costs, respectively, which collectively included $ 30,175 from the March action described above.

The remaining restructuring charges relate to prior actions taken to prioritize our investments, including our exit from the Japanese market.

Most of these costs related to employee termination benefits, and, to a lesser extent, share-based compensation expense for the accelerated vesting of equity awards as well as third-party consulting costs.

A portion of the restructuring charge in our Vista business included the impairment of assets from our exit of the Japanese market of $ 5,397 .

We also recognized restructuring charges of $ 1,715 in our National Pen business for the year ended June 30, 2023, which included employee termination benefits for previously announced actions to exit the Japanese market and to migrate our European production operations from Ireland to the Czech Republic.

Additionally, we recognized restructuring costs of $ 3,556 for the year ended June 30, 2023 in our All Other Businesses reportable segment for our previously announced exit from the Chinese market, which included employee termination benefits and the write-off of certain assets.

We do not expect any additional material charges for these restructuring actions.

During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 , primarily due to decisions to reduce costs in our Vista business and central teams.

For the year ended June 30, 2023, we recognized restructuring charges of $ 28,840 and $ 9,645 in our Vista business and central and corporate costs, respectively.

The Vista restructuring charge included $ 5,397 , for the impairment of assets related to our exit from the Japanese market.

We also recognized restructuring charges of $ 1,715 in our National Pen business for the year ended June 30, 2023, which included employee termination benefits for the exit from the Japanese market and to migrate our European production operations from Ireland to the Czech Republic.

Additionally, we recognized restructuring costs of $ 3,556 for the year ended June 30, 2023 in our All Other Businesses reportable segment for the exit from the Chinese market, which included employee termination benefits and the write-off of certain assets.

Fiscal Year 2022

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Additionally, our National Pen business recognized restructuring expense of $ 4,178 during the year ended June 30, 2022, incurred for both the decision to move its European production operations from Ireland to the Czech Republic and the decision to exit the Japan market.

Fiscal Year 2021

During the year ended June 30, 2021, we recognized restructuring charges of $ 1,641 , primarily due to organizational changes within The Print Group segment totaling $ 1,966 intended to streamline certain activities.

This was partially offset by changes in estimate related to prior period actions of $ 325 .

These actions were completed during fiscal year 2021.

The remaining $ 14 of benefit to restructuring charges was recognized by The Print Group reportable segment for adjustments to prior period actions' estimated costs.

The following table summarizes the restructuring activity during the years ended June 30, 2024 and 2023.

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Balance as of June 30, 2022 $ 13,449 $ — $ 13,449

$ 402 $ — $ 402

Restructuring charges 33,694 10,063 43,757

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Balance as of June 30, 2023 7,567 — 7,567

13,449 — 13,449

Restructuring charges 386 37 423

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Non-cash charges — ( 37 ) ( 37 )

Foreign currency translation 2 — 2

Balance as of June 30, 2024 $ 370 $ — $ 370

________________

(1) During the fiscal year ended June 30, 2023, non-cash restructuring charges primarily includes the loss recorded on assets for our Japan and China exits, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions described above.

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.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data