UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



(Mark One)
þ☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~December~~	March 31, ~~2017~~2023
or
o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 000-51539

Cimpress ~~N.V.~~plc

(Exact Name of Registrant as Specified in Its Charter)



~~The Netherlands~~Ireland									98-0417483
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)

~~Hudsonweg 8~~First Floor Building 3, Finnabair Business and Technology Park A91 XR61,

~~5928 LW Venlo~~Dundalk, Co. Louth,

~~The Netherlands~~Ireland

(Address of Principal Executive Offices) ~~(Zip Code)~~

Registrant’s telephone number, including area code: ~~31-77-850-7700~~353 42 938 8500

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Ordinary Shares, nominal value of €0.01 ~~par value~~per share

CMPR

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filero

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

~~(Do not check if a smaller reporting company)~~

Emerging growth companyo

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o☐ No þ

As of ~~January 26, 2018,~~April 24, 2023, there were ~~30,665,446~~26,322,666Cimpress ~~N.V.~~plc ordinary shares ~~par value~~ €~~0.01 per share,~~ outstanding.

CIMPRESS ~~N.V.~~PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2017~~2023

TABLE OF CONTENTS


		Page
PART I FINANCIAL INFORMATION			~~Page~~
~~PART I~~ ~~FINANCIAL INFORMATION~~
Item 1. Financial Statements (unaudited)	1
Consolidated Balance Sheets as of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017~~2022		1
Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016~~2022		2
Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016~~2022		3
Consolidated Statements of Shareholders' Deficit for the three and nine months ended March 31, 2023 and 2022		4
Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016~~2022		48
Notes to Consolidated Financial Statements		610
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		2728
Item 3. Quantitative and Qualitative Disclosures About Market Risk		41
Item 4. Controls and Procedures		42

~~Part~~PART II OTHER INFORMATION

Item ~~1A. Risk Factors~~6. Exhibits		4244
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~Signatures		6045
~~Item 6. Exhibits~~	60
~~Signatures~~	60

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS ~~N.V.~~PLC

CONSOLIDATED BALANCE SHEETS

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


	December 31, 2017			June 30, 2017				March 31, 2023		June 30, 2022
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	40,064		$	25,697		Cash and cash equivalents	$	114,990	$	277,053
Accounts receivable, net of allowances of $7,426 and $3,590, respectively	66,876			48,630
Marketable securities							Marketable securities	68,305		49,952
Accounts receivable, net of allowances of $5,957 and $6,140, respectively							Accounts receivable, net of allowances of $5,957 and $6,140, respectively	67,869		63,885
Inventory	55,263			46,563			Inventory	116,379		126,728
Prepaid expenses and other current assets	73,282			78,835			Prepaid expenses and other current assets	102,582		108,697
Assets held for sale	—			46,276

Total current assets	235,485			246,001			Total current assets	470,125		626,315
Property, plant and equipment, net	507,299			511,947			Property, plant and equipment, net	284,128		286,826
Operating lease assets, net							Operating lease assets, net	75,406		80,694
Software and website development costs, net	52,040			48,470			Software and website development costs, net	95,511		90,474
Deferred tax assets	66,022			48,004			Deferred tax assets	10,093		113,088
Goodwill	531,199			514,963			Goodwill	787,291		766,600
Intangible assets, net	258,657			275,924			Intangible assets, net	119,931		154,730
Marketable securities, non-current							Marketable securities, non-current	6,466		—
Other assets	28,238			34,560			Other assets	44,486		48,945
Total assets	$	1,678,940		$	1,679,869		Total assets	$	1,893,437	$	2,167,672
Liabilities, noncontrolling interests and shareholders’ equity
Liabilities, noncontrolling interests and shareholders’ deficit							Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:							Current liabilities:
Accounts payable	$	165,798		$	127,386		Accounts payable	$	263,980	$	313,710
Accrued expenses	219,707			175,567			Accrued expenses	300,013		253,841
Deferred revenue	28,824			30,372			Deferred revenue	55,222		58,861
Short-term debt	35,569			28,926			Short-term debt	10,696		10,386
Operating lease liabilities, current							Operating lease liabilities, current	23,855		27,706
Other current liabilities	89,269			78,435			Other current liabilities	21,824		28,035
Liabilities held for sale	—			8,797

Total current liabilities	539,167			449,483			Total current liabilities	675,590		692,539
Deferred tax liabilities	57,008			60,743			Deferred tax liabilities	43,759		41,142
Lease financing obligation	104,737			106,606
Long-term debt	664,961			847,730			Long-term debt	1,682,658		1,675,562

Operating lease liabilities, non-current							Operating lease liabilities, non-current	53,404		57,474
Other liabilities	107,884			94,683			Other liabilities	87,927		64,394
Total liabilities	1,473,757			1,559,245			Total liabilities	2,543,338		2,531,111
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)							Commitments and contingencies (Note 12)
Redeemable noncontrolling interests	85,478			45,412			Redeemable noncontrolling interests	11,974		131,483
Shareholders’ equity:
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—			—
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 30,973,620 and 31,415,503 shares outstanding, respectively	615			615
Treasury shares, at cost, 13,107,007 and 12,665,124 shares, respectively	(638,414		)	(588,365		)
Shareholders’ deficit:							Shareholders’ deficit:
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding							Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—		—
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,285,490 and 44,083,569 shares issued, respectively; 26,314,243 and 26,112,322 shares outstanding, respectively							Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,285,490 and 44,083,569 shares issued, respectively; 26,314,243 and 26,112,322 shares outstanding, respectively	615		615

Treasury shares, at cost, 17,971,247 shares for both periods presented							Treasury shares, at cost, 17,971,247 shares for both periods presented	(1,363,550)		(1,363,550)
Additional paid-in capital	378,121			361,376			Additional paid-in capital	528,983		501,003
Retained earnings	462,205			414,771			Retained earnings	206,826		414,138
Accumulated other comprehensive loss	(83,093		)	(113,398		)	Accumulated other comprehensive loss	(35,291)		(47,128)
Total shareholders’ equity attributable to Cimpress N.V.	119,434			74,999

Total shareholders’ deficit attributable to Cimpress plc							Total shareholders’ deficit attributable to Cimpress plc	(662,417)		(494,922)
Noncontrolling interests (Note 10)	271			213			Noncontrolling interests (Note 10)	542		—
Total shareholders' equity	119,705			75,212
Total liabilities, noncontrolling interests and shareholders’ equity	$	1,678,940		$	1,679,869
Total shareholders' deficit							Total shareholders' deficit	(661,875)		(494,922)
Total liabilities, noncontrolling interests and shareholders’ deficit							Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,893,437	$	2,167,672

See accompanying notes.

CIMPRESS ~~N.V.~~PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Revenue $ 762,054
$ 576,851
$ 1,325,338
$ 1,020,564
Cost of revenue (1) 360,285
276,366
644,040
489,416
Technology and development expense (1) 59,228
56,282
121,331
115,292
Marketing and selling expense (1) 200,785
151,358
366,878
284,026
General and administrative expense (1) 44,988
48,161
83,766
104,741
Amortization of acquired intangible assets 12,558
9,879
25,191
20,092
Restructuring expense (1) 11,501
1,100
12,355
1,100
(Gain) on sale of subsidiaries —
—
(47,545 ) —
Income from operations 72,709
33,705
119,322
5,897
Other (expense) income, net (7,732 ) 30,549
(24,044 ) 28,417
Interest expense, net (12,529 ) (9,631 ) (25,611 ) (19,535 )
Income before income taxes 52,448
54,623
69,667
14,779
Income tax expense 21,825
19,601
15,638
9,787
Net income 30,623
35,022
54,029
4,992
Add: Net (income) loss attributable to noncontrolling interest (688 ) 6
(731 ) 933
Net income attributable to Cimpress N.V. $ 29,935
$ 35,028
$ 53,298
$ 5,925
Basic net income per share attributable to Cimpress N.V. $ 0.96
$ 1.12
$ 1.71
$ 0.19
Diluted net income per share attributable to Cimpress N.V. $ 0.93
$ 1.07
$ 1.65
$ 0.18
Weighted average shares outstanding — basic 31,026,043
31,291,356
31,123,177
31,431,090
Weighted average shares outstanding — diluted 32,319,022
32,614,013
32,325,592
32,846,275


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Revenue	$	742,164	$	657,412	$	2,290,781	$	2,164,727
Cost of revenue (1)	394,908		347,452		1,228,036		1,110,378
Technology and development expense (1)	78,287		75,291		230,485		212,835
Marketing and selling expense (1)	187,234		194,618		593,312		577,931
General and administrative expense (1)	52,578		50,888		156,441		144,162
Amortization of acquired intangible assets	11,239		14,180		35,951		41,520
Restructuring expense (1)	30,115		3,420		43,142		3,418


(Loss) income from operations	(12,197)		(28,437)		3,414		74,483
Other income, net	1,377		12,321		11,382		38,330
Interest expense, net	(30,515)		(24,247)		(83,918)		(75,304)

(Loss) income before income taxes	(41,335)		(40,363)		(69,122)		37,509
Income tax expense	8,475		29,529		143,969		56,208
Net loss	(49,810)		(69,892)		(213,091)		(18,699)
Less: Net loss (income) attributable to noncontrolling interests	484		(1,925)		(1,676)		(5,027)
Net loss attributable to Cimpress plc	$	(49,326)	$	(71,817)	$	(214,767)	$	(23,726)
Basic and diluted net loss per share attributable to Cimpress plc	$	(1.88)	$	(2.75)	$	(8.19)	$	(0.91)

Weighted average shares outstanding — basic and diluted	26,268,301		26,102,610		26,226,989		26,090,460

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Cost of revenue	$	42	$	137	$	411	$	380
Technology and development expense	2,500		3,397		9,808		9,655
Marketing and selling expense	(323)		2,961		3,888		8,436
General and administrative expense	5,023		6,209		15,157		17,744
Restructuring expense	1,492		—		2,141		—

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Cost of revenue $ 95
$ 75
$ 135
$ 118
Technology and development expense 2,818
3,118
4,674
5,443
Marketing and selling expense 1,858
1,480
2,843
2,300
General and administrative expense 8,037
6,604
11,965
14,987
Restructuring expense 506
—
609
—

See accompanying notes.

CIMPRESS ~~N.V.~~PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(unaudited in thousands)

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Net income $ 30,623
$ 35,022
$ 54,029
$ 4,992
Other comprehensive income (loss), net of tax:

Foreign currency translation gains (losses), net of hedges 11,827
(47,148 ) 39,134
(37,970 )
Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 3,159
9,244
6,730
7,475
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments (1,370 ) (6,426 )
(4,134 ) (5,594 )
Unrealized loss on available-for-sale-securities —
(4,832 ) —
(5,756 )
Amounts reclassified from accumulated other comprehensive loss to net income for realized gains on available-for-sale securities —

2,268

—

2,268
Gain on pension benefit obligation, net —
—

—
36
Comprehensive income (loss) 44,239
(11,872 ) 95,759
(34,549 )
Add: Comprehensive (income) loss attributable to noncontrolling interests (1,650 ) 4,235
(4,734 ) 4,625
Total comprehensive income (loss) attributable to Cimpress N.V. $ 42,589
$ (7,637 ) $ 91,025
$ (29,924 )


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Net loss	$	(49,810)	$	(69,892)	$	(213,091)	$	(18,699)
Other comprehensive income (loss), net of tax:
Foreign currency translation (losses) gains, net of hedges	(1,526)		(4,281)		1,412		(922)
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges	(4,667)		7,222		6,444		2,799
Amounts reclassified from accumulated other comprehensive loss to net loss for derivative instruments	(969)		4,401		(771)		17,715


Gain on pension benefit obligation, net	—		—		—		444
Comprehensive (loss) income	(56,972)		(62,550)		(206,006)		1,337
Add: Comprehensive loss (income) attributable to noncontrolling interests	414		(1,563)		3,076		(3,204)
Total comprehensive loss attributable to Cimpress plc	$	(56,558)	$	(64,113)	$	(202,930)	$	(1,867)

See accompanying notes.

CIMPRESS ~~N.V.~~PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(unaudited in thousands)


	Ordinary Shares			Deferred Ordinary Shares			Treasury Shares
	Number of Shares Issued	Amount		Number of Shares Issued	Amount		Number of Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit
Balance at June 30, 2021	44,080	$	615	25	$	28	(18,045)	$	(1,368,595)	$	459,904	$	530,159	$	(71,482)	$	(449,371)

Restricted share units vested, net of shares withheld for taxes	—	—		—	—		54	3,516		(6,095)		—		—		(2,579)

Share-based compensation expense	—	—		—	—		—	—		11,129		—		—		11,129
Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(6,698)		—		(6,698)
Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(7,592)		—		(7,592)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		3,621		3,621
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		674		674
Balance at September 30, 2021	44,080	$	615	25	$	28	(17,991)	$	(1,365,079)	$	464,938	$	515,869	$	(67,187)	$	(450,816)



Restricted share units vested, net of shares withheld for taxes	—	—		—	—		11	743		(1,062)		—		—		(319)

Share-based compensation expense	—	—		—	—		—	—		12,398		—		—		12,398
Net income attributable to Cimpress plc	—	—		—	—		—	—		—		54,789		—		54,789
Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(8,444)		—		(8,444)
Decrease in noncontrolling interest due to share purchase	—	—		—	—		—	—		(272)		—		—		(272)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		5,270		5,270
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		4,146		4,146
Unrealized gain on pension benefit obligation, net of tax	—	—		—	—		—	—		—		—		444		444
Balance at December 31, 2021	44,080	$	615	25	$	28	(17,980)	$	(1,364,336)	$	476,002	$	562,214	$	(57,327)	$	(382,804)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)


	Ordinary Shares			Deferred Ordinary Shares			Treasury Shares
	Number of Shares Issued	Amount		Number of Shares Issued	Amount		Number of Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit
Balance at December 31, 2021	44,080	$	615	25	$	28	(17,980)	$	(1,364,336)	$	476,002	$	562,214	$	(57,327)	$	(382,804)

Restricted share units vested, net of shares withheld for taxes	—	—		—	—		4	380		(580)		—		—		(200)

Purchase and cancellation of deferred ordinary shares	—	—		(25)	(28)		—	—		—		—		—		(28)
Share-based compensation expense	—	—		—	—		—	—		12,727		—		—		12,727
Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(71,817)		—		(71,817)
Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(29,034)		—		(29,034)

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		11,623		11,623
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		(3,919)		(3,919)

Balance at March 31, 2022	44,080	$	615	—	$	—	(17,976)	$	(1,363,956)	$	488,149	$	461,363	$	(49,623)	$	(463,452)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)


	Ordinary Shares			Deferred Ordinary Shares			Treasury Shares
	Number of Shares Issued	Amount		Number of Shares Issued	Amount		Number of Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit
Balance at June 30, 2022	44,084	$	615	—	$	—	(17,971)	$	(1,363,550)	$	501,003	$	414,138	$	(47,128)	$	(494,922)

Restricted share units vested, net of shares withheld for taxes	112	—		—	—		—	—		(2,212)		—		—		(2,212)

Share-based compensation expense	—	—		—	—		—	—		10,653		—		—		10,653
Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(25,441)		—		(25,441)
Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(2,725)		—		(2,725)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		13,822		13,822
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		(6,835)		(6,835)
Balance at September 30, 2022	44,196	$	615	—	$	—	(17,971)	$	(1,363,550)	$	509,444	$	385,972	$	(40,141)	$	(507,660)



Restricted share units vested, net of shares withheld for taxes	15	—		—	—		—	—		(158)		—		—		(158)

Share-based compensation expense	—	—		—	—		—	—		12,245		—		—		12,245
Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(140,000)		—		(140,000)
Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		10,180		—		10,180
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		(2,513)		(2,513)
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		14,595		14,595
Balance at December 31, 2022	44,211	$	615	—	$	—	(17,971)	$	(1,363,550)	$	521,531	$	256,152	$	(28,059)	$	(613,311)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)


	Ordinary Shares			Deferred Ordinary Shares			Treasury Shares
	Number of Shares Issued	Amount		Number of Shares Issued	Amount		Number of Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Deficit



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


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

Share-based compensation expense	—	—		—	—		—	—		8,891				—		8,891
Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(49,326)		—		(49,326)


Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		(5,636)		(5,636)
Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		(1,596)		(1,596)

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

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)


	Nine Months Ended March 31,
	2023		2022
Operating activities
Net loss	$	(213,091)	$	(18,699)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization	121,567		133,397

Share-based compensation expense	31,405		36,215

Deferred taxes	115,984		26,636




Unrealized loss (gain) on derivatives not designated as hedging instruments included in net loss	32,512		(25,639)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(6,972)		(5,847)

Other non-cash items	15,200		(8,204)

Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(4,840)		(17,764)
Inventory	(2,595)		(31,964)
Prepaid expenses and other assets	(5,071)		(18,776)
Accounts payable	(44,994)		35,860
Accrued expenses and other liabilities	29,369		26,501
Net cash provided by operating activities	68,474		131,716
Investing activities
Purchases of property, plant and equipment	(37,486)		(42,142)
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested	(4,130)		—
Business acquisitions, net of cash acquired	(498)		(75,258)

Capitalization of software and website development costs	(44,181)		(49,875)
Proceeds from the sale of assets	1,864		27,466

Purchases of marketable securities	(84,030)		—
Proceeds from maturity of held-to-maturity investments	60,110		93,679

Payments for settlement of derivatives designated as hedging instruments	—		(1,880)
Other investing activities	—		(617)
Net cash used in investing activities	(108,351)		(48,627)
Financing activities
Proceeds from borrowings of debt	48,264		—




Payments of debt	(57,947)		(11,149)



Payments of debt issuance costs	(51)		(1,440)
Payments of purchase consideration included in acquisition-date fair value	(7,100)		(43,647)
Payments of withholding taxes in connection with equity awards	(3,809)		(3,098)
Payments of finance lease obligations	(6,017)		(35,099)
Purchase of noncontrolling interests	(95,567)		(324)





Distributions to noncontrolling interests	(3,652)		(3,963)
Other financing activities	113		(26)
Net cash used in financing activities	(125,766)		(98,746)
Effect of exchange rate changes on cash	3,580		(5,854)

Net decrease in cash and cash equivalents	(162,063)		(21,511)
Cash and cash equivalents at beginning of period	277,053		183,023
Cash and cash equivalents at end of period	$	114,990	$	161,512

See accompanying notes.

Six Months Ended December 31,
2017
2016
Operating activities

Net income $ 54,029

$ 4,992
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 83,683

72,382
Share-based compensation expense 20,226

22,848
Deferred taxes (6,869 )
(17,508 )
Gain on sale of subsidiaries (47,545 ) —
Change in contingent earn-out liability 1,774
22,766
Gain on sale of available-for-sale securities —

(2,268 )
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net income 4,541

(4,573 )
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 13,275

(13,246 )
Other non-cash items 817

1,719
Changes in operating assets and liabilities:

Accounts receivable (16,456 )
822
Inventory (7,357 )
(4,187 )
Prepaid expenses and other assets (4,174 )
(14,290 )
Accounts payable 43,604

21,808
Accrued expenses and other liabilities 37,194

23,394
Net cash provided by operating activities 176,742

114,659
Investing activities

Purchases of property, plant and equipment (38,674 ) (36,260 )
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested 93,779

—
Business acquisitions, net of cash acquired (110 ) (206,816 )
Purchases of intangible assets (278 ) (88 )
Capitalization of software and website development costs (18,114 ) (19,110 )
Proceeds from sale of available-for-sale securities —
6,346
Other investing activities (669 ) 1,227
Net cash provided by (used in) investing activities 35,934

(254,701 )
Financing activities
Proceeds from borrowings of debt 311,349
447,000
Payments of debt and debt issuance costs (490,717 ) (247,771 )
Payments of withholding taxes in connection with equity awards (2,098 ) (8,864 )
Payments of capital lease obligations (9,462 ) (6,814 )
Purchase of ordinary shares (55,139 ) (50,008 )
Purchase of noncontrolling interests —
(20,230 )
Proceeds from issuance of ordinary shares 9,019
257
Issuance of loans (12,000 )
—
Proceeds from sale of noncontrolling interest 35,390
—
Capital contribution from noncontrolling interest —
1,404
Other financing activities (83 ) 1,281
Net cash (used in) provided by financing activities (213,741 ) 116,255
Effect of exchange rate changes on cash 3,390
(4,051 )
Change in cash held for sale 12,042
—
Net increase (decrease) in cash and cash equivalents 14,367
(27,838 )
Cash and cash equivalents at beginning of period 25,697
77,426
Cash and cash equivalents at end of period $ 40,064
$ 49,588



CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)
	Nine Months Ended March 31,
	2023		2022
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	70,796	$	63,498
Income taxes	23,494		23,587
Non-cash investing and financing activities
Property and equipment acquired under finance leases	14,405		3,755
Amounts accrued related to property, plant and equipment	9,045		10,115
Amounts accrued related to capitalized software development costs	116		215
Amounts accrued related to business acquisitions	—		8,555

See accompanying notes.

CIMPRESS ~~N.V.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~

~~(unaudited in thousands)~~

Six Months Ended December 31,
2017 2016
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 25,863
$ 20,155
Income taxes 10,452
20,309
Non-cash investing and financing activities:
Property and equipment acquired under capital leases $ 112
$ 4,912
Amounts accrued related to business acquisitions 52,472
27,155

~~See accompanying notes.~~

~~CIMPRESS N.V.~~PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of the Business

~~We are~~Cimpress is a ~~technology driven company~~strategically focused group of more than a dozen businesses that ~~aggregates, largely~~specialize in mass customization of printing and related products, via ~~the internet,~~which we deliver large volumes of ~~small,~~ individually small-sized customized ~~orders for~~orders. Our products include a broad ~~spectrum~~range of ~~print,~~marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and ~~similar products. We operate in~~magazines, wall decor, photo merchandise, invitations and announcements, and other categories. Mass customization is a ~~largely decentralized manner. Our businesses, discussed in more detail below, fulfill orders with manufacturing capabilities that include~~core element of the business model of each Cimpress ~~owned~~business and ~~operated manufacturing facilities and~~is a ~~network of third-party fulfillers~~competitive strategy which seeks to create customized products on demand. Those businesses bring their products to market through a portfolio of customer-focused brands serving the needs of micro, small and medium sized businesses, resellers and consumers. These brands include Vistaprint, our global brand for micro business marketing productsproduce goods and services ~~as well as brands that we have acquired that serve the~~to meet individual customer needs ~~of various market segments, including resellers, micro, small and medium sized businesses~~ with ~~differentiated service needs, and consumers purchasing products for themselves and their families.~~near mass production efficiency.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair presentation of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included.

The consolidated financial statements include the accounts of Cimpress ~~N.V.,~~plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated.

~~Operating results~~ Investments in entities in which we cannot exercise significant influence, and for which the ~~three and six months ended December 31, 2017~~related equity securities do not have a readily determinable fair value, are ~~not necessarily indicative of~~included in other assets on the ~~results that may be expected for the year ending June 30, 2018 or for any other period. The~~ consolidated balance ~~sheet at June 30, 2017 has been derived from our audited consolidated financial statements at that date but does not include all of~~sheets; otherwise the ~~information and notes required~~investments are recognized by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2017applying equity method accounting. Our equity method investments are included in ~~our Annual Report~~other assets on ~~Form 10-K filed with~~ the ~~United States Securities and Exchange Commission (the “SEC”).~~consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with ~~GAAP~~U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

~~Share-based compensation~~Mandatorily Redeemable Noncontrolling Interests

~~Total share-based compensation costs were$13,314~~

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties. The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and ~~$20,226 for~~is to be redeemed via the ~~three~~transfer of assets. Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and ~~six months ended December 31, 2017, respectively, and $11,277 and $22,848 for~~are re-measured on a recurring basis to the ~~three and six months ended December 31, 2016, respectively.~~expected redemption value.

During the ~~first~~second quarter of fiscal ~~2018,~~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 ~~issued supplemental performance share unit awards~~reclassified the remaining minority equity interests from redeemable noncontrolling interest to ~~certain members~~mandatorily redeemable noncontrolling interest, which is presented as part of ~~management. In addition to a service vesting and market condition (based~~other liabilities on the ~~three year moving average~~consolidated balance sheets. Refer to Note 10 for additional details.

Marketable Securities

We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We invest in securities with a remaining maturity of two years or less. As the ~~Cimpress share price) contained in our standard performance share units, these supplemental awards also contain a multi-year financial performance condition. The evaluation of achievement of the~~

performance condition is at the discretion of the Compensation Committee and, therefore, is subject to mark-to-market accounting throughout the three year performance vesting period. The compensation expense for these awards is estimated at fair value using a Monte Carlo simulation valuation model and compensation costsinvestments are classified as held-to-maturity, they are recorded ~~only if~~at amortized cost and interest income is recorded as it is probable that the performance condition will be achieved. We have concluded that the performance condition is currently probable of achievement and for the three and six months ended December 31, 2017, we recognized $4,310 of share-based compensation expense. earned within interest expense, net.

We will continue to ~~reassess~~assess our securities for impairment when the ~~probability each reporting period~~fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we ~~determine~~will be required to sell the ~~awards are~~security before recovery of its amortized cost basis. We did not ~~probable at some point~~record an allowance for credit losses and we recognized no impairments for these marketable securities during the ~~performance vesting period we would reverse any expense recognized to date.~~three and nine months ended March 31, 2023 and 2022.

~~Sale~~The following is a summary of ~~Albumprinter~~

~~On August 31, 2017 we sold our Albumprinter business, including FotoKnudsen AS, for a total~~the net carrying amount, unrealized gains, unrealized losses, and fair value of ~~€78,382 ($93,071 based on the exchange rate~~held-to-maturity securities by type and contractual maturity as of ~~the date of sale) in cash, net of transaction costs~~March 31, 2023 and cash divested (after $11,874 in pre-closing dividends). As a result of the sale, we recognized a gain of $47,545, net of transaction costs, within our consolidated statement of operations for the six months ended December 31, 2017.

~~The transaction did not qualify for discontinued operations presentation, and as of~~ June 30, 2017, the Albumprinter business assets and liabilities were presented as held-for-sale in our consolidated balance sheet. In connection with the divestiture, we entered into an agreement with Albumprinter under which Albumprinter will continue to fulfill photo book orders for our Vistaprint business. Additionally, we agreed to provide Albumprinter with certain transitional support services for a period of up to one year from the date of the sale.2022.

~~Foreign Currency Translation~~


	March 31, 2023
	Amortized cost		Unrealized losses		Fair value
Due within one year or less:
Commercial paper	$	30,791	$	(96)	$	30,695
Corporate debt securities	32,242		(241)		32,001
U.S. government securities	5,272		(57)		5,215
Total due within one year or less	68,305		(394)		67,911
Due between one and two years:
Corporate debt securities	2,496		(54)		2,442
U.S. government securities	3,970		(61)		3,909
Total due within between one and two years	6,466		(115)		6,351

Total held-to-maturity securities	$	74,771	$	(509)	$	74,262

Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other (expense) income, net in our consolidated statements of operations.


	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

Other ~~(expense) income, net~~Income, Net

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

Three Months Ended December 31,
Six Months Ended December 31,
2017
2016
2017
2016
(Losses) gains on derivatives not designated as hedging instruments (1) $ (1,752 )
$ 13,477

$ (10,001 )
$ 13,554
Currency-related (losses) gains, net (2) (6,449 )
14,988

(14,652 )
12,022
Other gains (3) 469

2,084

609

2,841
Total other (expense) income, net $ (7,732 )
$ 30,549

$ (24,044 )
$ 28,417


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
(Losses) gains on derivatives not designated as hedging instruments (1)	$	(2,428)	$	11,210	$	2,021	$	31,017
Currency-related gains (losses), net (2)	4,187		(672)		10,217		5,202
Other (losses) gains	(382)		1,783		(856)		2,111
Total other income, net	$	1,377	$	12,321	$	11,382	$	38,330

_____________________

(1) ~~Primarily relates to both~~Includes realized and unrealized ~~(losses)~~ gains and losses on derivative currency forward and option contracts not designated as hedging ~~instruments.~~instruments, as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior periods. For contracts not designated as hedging instruments, we realized gains of $4,876 and $35,864 for the three and nine months ended March 31, 2023, and gains of $2,011 and losses $2,407 for the three and nine months ended March 31, 2022. Losses on ineffective interest rate swaps amounted to $6,580 and $6,364 for the three and nine months ended March 31, 2022, compared to no gains or losses in the current periods. Refer to Note 4 for additional details relating to our derivative contracts.

(2) ~~We have~~Currency-related gains (losses), net primarily relates to significant non-functional currency intercompany financing relationships ~~which~~that we may ~~alter~~change at times and are subject to currency exchange rate volatility. ~~The currency-related (losses) gains, net for the three and six months ended December 31, 2017 and 2016 are primarily driven by this intercompany activity.~~ In addition, we have ~~certain~~a cross-currency ~~swaps~~swap designated as a cash flow ~~hedges,~~hedge which ~~hedge~~hedges the remeasurement of ~~certain~~an intercompany ~~loans, both presented in the same component above. Unrealized losses related~~loan. Refer to ~~cross-currency swaps were $2,016and $6,126~~Note 4 for ~~the three and six months ended December 31, 2017, respectively, and unrealized gains of $7,827 and $6,393 for the three and six months ended December 31, 2016, respectively.~~additional details relating to this cash flow hedge.

(3) We recognized a gain of $377 related to insurance recoveries during the three and six months ended December 31, 2017. During the prior comparative periods we recognized a gain of $2,268 related to the sale of Plaza Create Co. Ltd. available for sale securities.

Net ~~Income~~Loss Per Share Attributable to Cimpress ~~N.V.~~plc

Basic net ~~income~~loss per share attributable to Cimpress ~~N.V.~~plc is computed by dividing net ~~income~~loss attributable to Cimpress ~~N.V.~~plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net ~~income~~loss per share attributable to Cimpress ~~N.V.~~plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), ~~restricted share awards ("RSAs")~~warrants, and performance share units ("PSUs"), if

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

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


	Three Months Ended March 31,		Nine Months Ended March 31,
	2023	2022	2023	2022
Weighted average shares outstanding, basic and diluted	26,268,301	26,102,610	26,226,989	26,090,460


Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2)	3,161,275	908,354	3,045,675	770,500

___________________

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Weighted average shares outstanding, basic 31,026,043
31,291,356
31,123,177
31,431,090
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs 1,292,979
1,322,657
1,202,415
1,415,185
Shares used in computing diluted net income per share attributable to Cimpress N.V. 32,319,022
32,614,013
32,325,592
32,846,275
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress N.V. —
28,031
4,582
22,586
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive.

~~Waltham Lease Arrangement~~

~~In July 2013,~~(2) On May 1, 2020, we ~~executed~~entered into a ~~lease agreement to move~~financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our ~~Lexington, Massachusetts, USA operations to a then yet to be constructed facility in Waltham, Massachusetts, USA. During~~weighted average shares outstanding. For the ~~first quarter of fiscal 2016,~~three and nine months ended March 31, 2023, the ~~building was completed and we commenced lease payments in September 2015 and will make lease payments through September 2026.~~

~~For accounting purposes, we were deemed to be the owner~~weighted average anti-dilutive effect of the ~~Waltham building during~~warrants was 1,055,377 shares in both periods, and 103,443 and 264,963 shares for the ~~construction period,~~three and accordingly we recorded the construction project costs incurred by the landlord as an asset with a corresponding financing obligation on our balance sheet. We evaluated the Waltham lease in the first quarter of fiscal 2016 and determined that the transaction did not meet the criteria for "sale-leaseback" treatment due to our planned subleasing activity over the term of the lease. Accordingly, we began depreciating the asset and incurring interest expense related to the financing obligation recorded on our consolidated balance sheet. We bifurcate the lease payments pursuant to the Waltham lease into (i) a portion that is allocated to the building and (ii) a portion that is allocated to the land on which the building was constructed. The portion of the lease obligations allocated to the land is treated as an operating lease that commenced in fiscal 2014.

Property, plant and equipment, net, included $113,985 and $116,045 as of December 31, 2017 and June 30, 2017, respectively, related to the building. The financing lease obligation and deferred rent credit related to the building on our consolidated balance sheets was $117,307 and $119,176 as of December 31, 2017 and June 30, 2017, respectively.

~~Treasury Shares~~

~~Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. During the six~~nine months ended ~~December~~March 31, 2017 and 2016, we repurchased 574,264 and 593,763, respectively, of our ordinary shares for a total cost of $55,139 and $50,008, respectively, inclusive of transaction costs, in connection with our publicly announced share repurchase programs.2022, respectively.

Recently Issued or Adopted Accounting Pronouncements

~~New~~

Adopted Accounting Standards ~~Adopted~~

In ~~October 2016,~~December 2022, the FASB issued Accounting Standards Update No. ~~2016-16, "Income Taxes~~2022-06 "Reference Rate Reform (Topic ~~740): Intra-Entity Transfers~~848) - Deferral of ~~Assets Other Than Inventory"~~the Sunset Date of Topic 848" (ASU ~~2016-16)~~2022-06), which ~~requires~~extends the ~~recognition~~optional transition relief to ease the potential burden in accounting for ~~income tax consequences~~reference rate reform on financial reporting. The transition relief is provided through December 30, 2024 based on the expectation that the London Interbank Offered Rate (LIBOR) will cease to be published as of June 30, 2023. We applied the transition guidance to our two Term SOFR interest rate swap contracts this quarter and will apply the guidance when updating existing interest rate swap contracts to index to a replacement rate. There was no material impact on our consolidated financial statements in the periods presented.

In May 2021, the FASB issued Accounting Standards Update No. 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of contracts in an ~~intra-entity transfer of an asset other than inventory~~entity's own equity when ~~the transfer occurs.~~calculating earnings per share. We elected to early adopt the new standard during the first quarter of fiscal 2018, and recognized a reduction to prepaid and other current assets of $24,573, an increase in deferred tax assets of $18,710 and a cumulative-effect adjustment to retained earnings of $5,863. If we had not early adopted the ~~forecasted fiscal 2018 tax expense would be lower by $9,787.~~standard on July 1, 2022. We recognize freestanding equity-classified warrants on our consolidated balance sheet and as the standard is applied prospectively, there was no impact on our consolidated financial statements in the current period.

Issued Accounting Standards to be Adopted

In ~~August 2017,~~September 2022, the FASB issued Accounting Standards Update No. ~~2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815),~~2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" (ASU ~~2017-12)~~2022-04), which ~~better aligns a company’s financial reporting~~provides authoritative guidance for ~~hedging activities with the economic objectives of those activities.~~expanded disclosure requirements for supply chain finance programs. The ~~amendment~~standard is effective ~~for us~~ on July 1, ~~2019 and permits early~~2023. Cimpress businesses have an active supply chain finance program which will require additional disclosure after adoption ~~including adoption in an interim period. The standard requires a modified retrospective transition approach, in which the Company will recognize the cumulative effect~~ of ~~the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. We do not expect~~ this ~~standard to have material impact on our consolidated financial statements.~~

In May 2017, the FASB issued Accounting Standards Update No. 2017-09, "Compensation - Stock Compensation (Topic 718)," (ASU 2017-09), which clarifies the application of Topic 718 when accounting for changes in the terms and conditions of a share-based payment award. The new standard requires changes to the terms or conditions of a share-based payment award to be accounted for under modification accounting unless there is no change to the fair value, vesting conditions and classification of the award after modification. The amendment is effective for us on July 1, 2018 and permits early adoption. The amendment is to be applied prospectively, and we are currently evaluating the impact on our financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash" (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendment is effective for us on July 1, 2018 and permits early adoption. This amendment will affect the presentation of our statement of cash flows once adopted, and we do not expect it to have material impact on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-04,"Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products" (ASU 2016-04), which requires an entity to recognize breakage for a liability resulting from the sale of a prepaid stored-value product in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The new standard is effective for us on July 1, 2018. The standard permits early adoption and should be applied either retrospectively to each period presented or by means of a cumulative adjustment to retained earnings as of the beginning of the fiscal year adopted. We do not expect the effect of ASU 2016-04 to have a material impact on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-02,"Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019. The standard permits early adoption. We are currently evaluating our adoption timing and the effect that ASU 2016-02 will have on our consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09,"Revenue from Contracts with Customers" (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2017, which would result in an effective date for us of July 1, 2018. The standard permits the use of either the retrospective or modified retrospective method.standard. We will ~~adopt~~include the ~~new standard~~expanded disclosure requirements starting in the first quarter of fiscal 2019, and we will apply the modified retrospective approach. We are actively evaluating the impact of the new standard on a business unit by business unit basis through a review of contract terms and material revenue streams. Our ongoing assessment includes both the quantification of any material impacts, as well as the related disclosures.2024.

3. Fair Value Measurements

We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:


	March 31, 2023
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	17,099	$	—	$	17,099	$	—

Currency forward contracts	1,522		—		1,522		—
Currency option contracts	1,915		—		1,915		—
Total assets recorded at fair value	$	20,536	$	—	$	20,536	$	—

Liabilities

Cross-currency swap contracts	$	(1,937)	$	—	$	(1,937)	$	—
Currency forward contracts	(4,225)		—		(4,225)		—
Currency option contracts	(1,581)		—		(1,581)		—
Total liabilities recorded at fair value	$	(7,743)	$	—	$	(7,743)	$	—


	December 31, 2017												June 30, 2022
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)				Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets												Assets
Interest rate swap contracts	$	3,159		$	—	$	3,159		$	—		Interest rate swap contracts	$	14,336	$	—	$	14,336	$	—

Currency forward contracts	529			—		529			—			Currency forward contracts	20,638		—		20,638		—
Currency option contracts												Currency option contracts	10,611		—		10,611		—
Total assets recorded at fair value	$	3,688		$	—	$	3,688		$	—		Total assets recorded at fair value	$	45,585	$	—	$	45,585	$	—

Liabilities												Liabilities
Interest rate swap contracts	$	(146	)	$	—	$	(146	)	$	—

Cross-currency swap contracts	(33,872		)	—		(33,872		)	—			Cross-currency swap contracts	$	(446)	$	—	$	(446)	$	—
Currency forward contracts	(28,223		)	—		(28,223		)	—			Currency forward contracts	(505)		—		(505)		—
Currency option contracts	(557		)	—		(557		)	—			Currency option contracts	(9)		—		(9)		—
Contingent consideration	(5,942		)	—		—			(5,942		)
Total liabilities recorded at fair value	$	(68,740	)	$	—	$	(62,798	)	$	(5,942	)	Total liabilities recorded at fair value	$	(960)	$	—	$	(960)	$	—

June 30, 2017
Total
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts $ 1,717
$ —
$ 1,717
$ —
Total assets recorded at fair value $ 1,717
$ —
$ 1,717
$ —

Liabilities
Interest rate swap contracts $ (483 ) $ —
$ (483 ) $ —
Cross-currency swap contracts (19,760 ) —
(19,760 ) —
Currency forward contracts (14,700 ) —
(14,700 ) —
Currency option contracts (651 ) —
(651 ) —
Contingent consideration (5,453 ) —
—
(5,453 )
Total liabilities recorded at fair value $ (41,047 ) $ —
$ (35,594 ) $ (5,453 )

During the ~~quarter~~nine months ended ~~December~~March 31, ~~2017~~2023 and year ended June 30, ~~2017,~~2022, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications.

The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of ~~December~~March 31, ~~2017,~~2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

Contingent consideration obligations are measured at fair value and are based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes and probabilities for the contingent consideration. Certain contingent consideration obligations are valued using a Monte Carlo simulation model. We assess these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Any changes in the fair value of contingent consideration related to updated assumptions and estimates will be recognized within general and administrative expenses in the consolidated statements of operations during the period in which the change occurs.

As part of the acquisition of WIRmachenDRUCK on February 1, 2016, we agreed to a variable contingent payment up to €40,000, previously based on the achievement of a cumulative gross profit target for calendar years 2016 and 2017. During the fourth quarter of fiscal 2017, we determined it was reasonably certain, based on recent performance, that the maximum earn-out would be achieved. Subsequently, during the first quarter of fiscal 2018, we amended the terms of this arrangement to remove the performance target and agreed to pay the maximum amount in January 2018. As of ~~December~~March 31, 2017, the fair value of the liability is $47,994 and on January 2, 2018 we paid the maximum amount. Of the total liability, $5,942 is considered contingent consideration and included in the table below and the remaining portion of the liability is classified as a compensation arrangement as discussed in Note 7.

~~The following table represents the changes in fair value of Level 3 contingent consideration~~:

Six Months Ended December 31,
2017 (1) 2016 (2)
Balance at June 30 $ 5,453
$ 1,212
Fair value adjustment 220
1,946
Foreign currency impact 269
(134 )
Balance at December 31 $ 5,942
$ 3,024

~~_____________________~~

~~(1) Classified as a current liability on the consolidated balance sheet.~~

~~(2) Classified as a long-term liability on the consolidated balance sheet.~~

~~As of December 31, 2017~~2023 and June 30, ~~2017,~~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 ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017~~2022, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was$~~708,560~~1,710,187 and ~~$882,578,~~$1,705,365, respectively, and the fair value was ~~$716,837~~$1,624,353 and ~~$906,744,~~$1,600,627, respectively. Our debt at ~~December~~March 31, ~~2017~~2023 includes ~~variable rate~~variable-rate debt instruments indexed to LIBOR and Euribor that resets periodically, ~~and fixed rate~~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 March 31, 2023 and June 30, 2022 our held-to-maturity marketable securities were held at an amortized cost of $74,771and $49,952,respectively,while the fair value was $74,262and$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.

4. Derivative Financial Instruments

We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If ~~the~~a derivative is designated as a cash flow hedge or net investment hedge, then the ~~effective portion of changes~~change in the fair value of the derivative is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. IfWe have designated one intercompany loan as a ~~derivative is deemed to be ineffective, then~~net investment hedge, and any unrealized currency gains and losses on the ~~ineffective portion of the change~~loan are recorded in ~~fair value of the derivative~~accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized ~~directly in earnings.~~ within accumulated other comprehensive loss.

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

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. A portion of seven of our interest rate swap contracts were deemed to be ineffective during the three and six months ended December 31, 2017 and during the three and six months ended December 31, 2016 a portion of one of our interest rate swap contracts was deemed to be ineffective.

Amounts reported in accumulated other comprehensive loss

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

As of ~~December~~March 31, ~~2017,~~2023, we estimate that ~~$385~~$6,830 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~December~~March 31, ~~2018.~~2024. As of ~~December~~March 31, ~~2017,~~2023, we had ~~nine~~sixteen effective outstanding interest rate swap ~~contracts~~contracts. Fourteen of our swaps are indexed to ~~one-month LIBOR.These instruments were designated as cash flow hedges of~~USD LIBOR, while the remaining two are indexed to Term SOFR. The transition relief guidance from ASC 848 was applied to designate the two Term SOFR swap contracts that we entered into during the current quarter for hedge accounting. After USD LIBOR sunsets on June 30, 2023, we may convert our contracts to index to Term SOFR, otherwise the contracts will be subject to the fallback language within our credit agreement.

Our interest rate ~~risk and~~swap contracts have varying start ~~dates~~ and maturity dates through ~~December 2025.~~April 2028.

Interest rate swap contracts outstanding: Notional Amounts
Contracts accruing interest as of December 31, 2017 $ 65,000
Contracts with a future start date 350,000
Total $ 415,000


Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of March 31, 2023	$	400,000
Contracts with a future start date	430,000
Total	$	830,000

Hedges of Currency Risk

Cross-Currency Swap Contracts

~~From time to time, we~~We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the ~~hedge~~hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. ~~Dollar.~~dollar. As of ~~December~~March 31, ~~2017,~~2023, we had ~~two~~one outstanding cross-currency swap ~~contracts~~contract designated as a cash flow ~~hedges~~hedge with a total notional amount of ~~$120,011, both~~$58,478, maturing during June ~~2019.~~2024. We entered into the ~~two~~ cross-currency swap ~~contracts~~contract to hedge the risk of changes in one ~~Euro denominated~~Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other ~~(expense)~~ income, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of ~~December~~March 31, ~~2017,~~2023, we estimate that ~~$1,154~~ $1,744of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~December~~March 31, ~~2018.~~

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. Dollar. As of December 31, 2017, we had two outstanding cross-currency swap contracts designated as net investment hedges with a total notional amount of $122,969, both maturing during April 2019. We entered into the two cross-currency swap contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

~~We did not hold any ineffective cross-currency swaps during the three and six months ended December 31, 2017 and 2016.~~2024.

Other Currency ~~Contracts~~Hedges

We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. ~~Dollar.~~

~~As of December 31, 2017, we had six currency forward~~dollar. These contracts or intercompany loans may be designated as ~~net investment~~ hedges ~~with a total notional amount of $175,262, maturing during various dates through October 2022. We entered into these contracts~~ to ~~hedge~~mitigate the risk of changes in the U.S. ~~Dollar~~dollar equivalent value of a portion of our net investment in a consolidated ~~subsidiary~~ subsidiariesthat ~~has~~have the Euro as ~~its~~their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

As of March 31, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $364,524 that matures in May 2028.

We have elected to not to apply hedge accounting for all other currency forward and option contracts. During the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016,~~2022, we ~~have~~ experienced volatility within other ~~(expense)~~ income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP

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

As of ~~December~~March 31, ~~2017,~~2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. ~~Dollar~~dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee,

Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount

Effective Date

Maturity Date

Number of Instruments

Index

Notional Amount

Effective Date

Maturity Date

Number of Instruments

Index

$529,938

June 2016 through December 2017

Various dates through December 2019

489

Various

$532,504

June 2021 through March 2023

Various dates through March 2025

553

Various

Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017:~~2022. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.


	March 31, 2023
	Asset Derivatives							Liability Derivatives
	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities		Gross amount offset in Consolidated Balance Sheet		Net amount

Derivatives in cash flow hedging relationships
Interest rate swaps	Other current assets / other assets	$	17,962	$	(863)	$	17,099	Other current liabilities / other liabilities	$	—	$	—	$	—
Cross-currency swaps	Other assets	—		—		—		Other liabilities	(1,937)		—		(1,937)



Total derivatives designated as hedging instruments		$	17,962	$	(863)	$	17,099		$	(1,937)	$	—	$	(1,937)

Derivatives not designated as hedging instruments


Currency forward contracts	Other current assets / other assets	$	2,142	$	(620)	1,522		Other current liabilities / other liabilities	$	(7,217)	2,992		$	(4,225)
Currency option contracts	Other current assets / other assets	2,139		(224)		1,915		Other current liabilities / other liabilities	(1,959)		378		(1,581)
Total derivatives not designated as hedging instruments		$	4,281	$	(844)	$	3,437		$	(9,176)	$	3,370	$	(5,806)


																			June 30, 2022
	December 31, 2017																		Asset Derivatives							Liability Derivatives
	Asset Derivatives								Liability Derivatives										Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities		Gross amount offset in Consolidated Balance Sheet		Net amount
Derivatives designated as hedging instruments	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in consolidated balance sheet			Net amount		Balance Sheet line item	Gross amounts of recognized liabilities			Gross amount offset in consolidated balance sheet		Net amount			Derivatives designated as hedging instruments
Derivatives in Cash Flow Hedging Relationships
Derivatives in cash flow hedging relationships																		Derivatives in cash flow hedging relationships
Interest rate swaps	Other non-current assets	$	3,518	$	(359	)	$	3,159	Other current liabilities / other liabilities	$	(146	)	$	—	$	(146	)	Interest rate swaps	Other current assets / other assets	$	14,336	$	—	$	14,336	Other current liabilities / other liabilities	$	—	$	—	$	—
Cross-currency swaps	Other non-current assets	—		—			—		Other liabilities	(14,757		)	—		(14,757		)	Cross-currency swaps	Other assets	—		—		—		Other liabilities	(446)		—		$	(446)
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps	Other non-current assets	—		—			—		Other liabilities	(19,115		)	—		(19,115		)
Currency forward contracts	Other non-current assets	—		—			—		Other liabilities	(18,255		)	—		(18,255		)

Total derivatives designated as hedging instruments		$	3,518	$	(359	)	$	3,159		$	(52,273	)	$	—	$	(52,273	)	Total derivatives designated as hedging instruments		$	14,336	$	—	$	14,336		$	(446)	$	—	$	(446)

Derivatives not designated as hedging instruments																		Derivatives not designated as hedging instruments

Currency forward contracts	Other current assets / other assets	$	734	$	(205	)	$	529	Other current liabilities / other liabilities	$	(11,043	)	$	1,075	$	(9,968	)	Currency forward contracts	Other current assets / other assets	$	24,440	$	(3,802)	$	20,638	Other current liabilities / other liabilities	$	(505)	$	—	$	(505)
Currency option contracts	Other current assets / other assets	—		—			—		Other current liabilities / other liabilities	(557		)	—		(557		)	Currency option contracts	Other current assets / other assets	10,612		(1)		10,611		Other current liabilities / other liabilities	(9)		—		(9)
Total derivatives not designated as hedging instruments		$	734	$	(205	)	$	529		$	(11,600	)	$	1,075	$	(10,525	)	Total derivatives not designated as hedging instruments		$	35,052	$	(3,803)	$	31,249		$	(514)	$	—	$	(514)

June 30, 2017

Asset Derivatives
Liability Derivatives
Derivatives designated as hedging instruments Balance Sheet line item
Gross amounts of recognized assets
Gross amount offset in consolidated balance sheet
Net amount
Balance Sheet line item
Gross amounts of recognized liabilities
Gross amount offset in consolidated balance sheet
Net amount
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps Other non-current assets
$ 2,072

$ (355 )
$ 1,717

Other current liabilities / other liabilities
$ (483 )
$ —

$ (483 )
Cross-currency swaps Other non-current assets
—

—

—

Other liabilities
(7,640 )
—

(7,640 )
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps Other non-current assets
—

—

—

Other liabilities
(12,120 )
—

(12,120 )
Currency forward contracts Other non-current assets
—

—

—

Other liabilities
(9,896 )
—

(9,896 )
Total derivatives designated as hedging instruments

$ 2,072

$ (355 )
$ 1,717

$ (30,139 )
$ —

$ (30,139 )

Derivatives not designated as hedging instruments

Currency forward contracts Other current assets / other assets
$ —

$ —

$ —

Other current liabilities / other liabilities
$ (8,033 )
$ 3,229

$ (4,804 )
Currency Option Contracts Other current assets / other assets —
—
—
Other current liabilities / other liabilities (651 ) —
(651 )
Total derivatives not designated as hedging instruments

$ —

$ —

$ —

$ (8,684 )
$ 3,229

$ (5,455 )

The following table presents the effect ~~of the effective portion~~ of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income, ~~(loss)~~net of tax, for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016:~~2022:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(4,007)	$	12,446	$	7,681	$	17,986
Cross-currency swaps	(660)		(5,224)		(1,237)		(15,187)
Derivatives in net investment hedging relationships

Intercompany loan	(3,418)		2,515		(9,102)		19,901
Currency forward contracts	—		1,176		—		7,590
Total	$	(8,085)	$	10,913	$	(2,658)	$	30,290

Derivatives in Hedging Relationships Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives
Three Months Ended December 31, Six Months Ended December 31,
In thousands 2017 2016 2017 2016
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps $ 1,593
$ 2,513
$ 1,656
$ 2,764
Cross-currency swaps 1,566
6,731
5,074
4,711
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps (2,222 ) 6,883
(7,345 ) 4,824
Currency forward contracts (3,148 ) 1,395
(9,542 ) 939
$ (2,211 ) $ 17,522
$ (10,157 ) $ 13,238

The following table presents reclassifications out of accumulated other comprehensive loss for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016:~~2022:


	Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income								Affected line item in the Statement of Operations
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(1,939)	$	2,684	$	(2,632)	$	8,154		Interest expense, net
Cross-currency swaps	595		2,538		1,459		10,346			Other income, net
Total before income tax	(1,344)		5,222		(1,173)		18,500			(Loss) income before income taxes
Income tax	375		(821)		402		(785)			Income tax expense
Total	$	(969)	$	4,401	$	(771)	$	17,715

Details about Accumulated Other
Comprehensive Loss Components
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) to Net Income
Affected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
In thousands 2017 2016 2017 2016
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps $ (164 ) $ 117
$ (106 ) $ (38 ) Interest expense, net
Cross-currency swaps (1,688 ) 8,450
(5,435 ) 7,497
Other (expense) income, net
Total before income tax (1,852 ) 8,567
(5,541 ) 7,459
Income before income taxes
Income tax 482
(2,141 ) 1,407
(1,865 ) Income tax expense
Total $ (1,370 ) $ 6,426
$ (4,134 ) $ 5,594

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting ~~as well as the effect of the ineffective portion~~ and de-designated derivative financial instruments that ~~no longer~~did not qualify as hedging ~~instruments in the period:~~instruments.


	Amount of Gain (Loss) Recognized in Net Loss								Affected line item in the Statement of Operations
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Currency contracts	$	(2,428)	$	4,630	$	2,021	$	24,653		Other income, net
Interest rate swaps	—		6,580		—		6,364			Other income, net
Total	$	(2,428)	$	11,210	$	2,021	$	31,017

Amount of Gain (Loss) Recognized in Net Income Location of Gain (Loss) Recognized in Income (Ineffective Portion)
Three Months Ended December 31, Six Months Ended December 31,
In thousands 2017 2016 2017 2016
Derivatives not designated as hedging instruments
Currency contracts $ (1,999 ) $ 13,224
$ (10,279 ) $ 13,301
Other (expense) income, net
Interest rate swaps 247
253
278
253
Other (expense) income, net
$ (1,752 ) $ 13,477
$ (10,001 ) $ 13,554

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive ~~loss~~income (loss) by component, net of tax of$~~(1,482)~~5,959 for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023:

Gains (losses) on cash flow hedges (1) Gains (losses) on pension benefit obligation Translation adjustments, net of hedges (2) Total
Balance as of June 30, 2017 $ (2,250 ) $ (357 ) $ (110,791 ) $ (113,398 )
Other comprehensive income (loss) before reclassifications 6,730
—
27,709
34,439
Amounts reclassified from accumulated other comprehensive loss to net income (4,134 ) —
—
(4,134 )
Net current period other comprehensive income (loss) 2,596
—
27,709
30,305
Balance as of December 31, 2017 $ 346
$ (357 ) $ (83,082 ) $ (83,093 )


	Gains on cash flow hedges (1)		Losses on pension benefit obligation		Translation adjustments, net of hedges (2)		Total
Balance as of June 30, 2022	$	5,179	$	(86)	$	(52,221)	$	(47,128)
Other comprehensive income before reclassifications	6,444		—		6,164		12,608
Amounts reclassified from accumulated other comprehensive loss to net loss	(771)		—		—		(771)
Net current period other comprehensive income	5,673		—		6,164		11,837
Balance as of March 31, 2023	$	10,852	$	(86)	$	(46,057)	$	(35,291)

________________________

(1) Gains ~~(losses)~~ on cash flow hedges include our interest ~~rates~~rate swap and cross-currency swap contracts designated in cash flow hedging relationships.

(2) As of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017,~~2022, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment ~~hedges, of which, unrealized losses of $33,935~~hedges. Gains on currency forward and ~~$17,048, respectively,~~swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive ~~loss.~~loss as of March 31, 2023 and June 30, 2022. Intercompany loan hedge gains of $39,463 and $56,743 have been included in accumulated other comprehensive loss as of March 31, 2023 and June 30, 2022, respectively.

6. Goodwill ~~and Acquired Intangible Assets~~

~~Goodwill~~

The carrying amount of goodwill by reportable segment as of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017 is~~2022 was as follows:


	Vista		PrintBrothers		The Print Group		All Other Businesses		Total
Balance as of June 30, 2022	$	291,498	$	130,828	$	143,969	$	200,305	$	766,600
Acquisitions (1)	—		4,724		—		—		4,724


Adjustments	—		—		—		225		225
Effect of currency translation adjustments (2)	3,527		5,874		6,341		—		15,742
Balance as of March 31, 2023	$	295,025	$	141,426	$	150,310	$	200,530	$	787,291

Vistaprint
Upload and Print
National Pen All Other Businesses
Total
Balance as of June 30, 2017 $ 147,207

$ 321,805

$ 34,520
$ 11,431

$ 514,963
Adjustments (58 ) —
(86 ) —
(144 )
Effect of currency translation adjustments (1) 703
15,677
—
—
16,380
Balance as of December 31, 2017 $ 147,852
$ 337,482
$ 34,434
$ 11,431
$ 531,199

~~_________________~~________________________

(1) ~~Relates~~During the third quarter of fiscal year 2023, we completed the purchase accounting for an immaterial acquisition that closed on December 12, 2022 resulting in 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 as well as cash consideration of $498.

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

~~Acquired Intangible Assets~~

~~Acquired intangible assets amortization expense for the three and six months ended December 31, 2017 was $12,558 and $25,191,~~respectively, compared to $9,879 and $20,092 for the prior comparative periods, respectively. The increase in acquired intangible asset amortization is primarily related to our December 30, 2016 acquisition of National Pen.

7. Other Balance Sheet Components

Accrued expenses included the following:

December 31, 2017 June 30, 2017
Income and indirect taxes (1) $ 56,255
$ 34,469
Compensation costs 51,272
54,487
Advertising costs 35,774
26,641
Shipping costs (1) 12,416
6,651
Production costs (1) 11,335
7,472
Sales returns 6,085
4,474
Interest payable 5,546
5,263
Professional costs 3,120
3,021
Purchases of property, plant and equipment 1,724
3,786
Other 36,180
29,303
Total accrued expenses $ 219,707
$ 175,567

~~_______________________~~


	March 31, 2023		June 30, 2022
Compensation costs	$	71,649	$	78,521
Income and indirect taxes	50,839		41,886
Restructuring costs (1)	28,728		13,449
Advertising costs	24,074		25,925
Third party manufacturing and digital content costs	17,038		15,790
Interest payable (2)	13,563		2,477
Variable compensation incentives (3)	11,506		—
Shipping costs	11,060		10,228
Sales returns	6,602		6,286
Professional fees	3,278		2,394
Other	61,676		56,885
Total accrued expenses	$	300,013	$	253,841

______________________

(1) During the third quarter of fiscal 2023, we executed against a plan to reduce costs and implement organizational changes to support expanded profitability, reduced leverage, and increased speed, focus, and accountability. The impact of these cost reductions occurred within the Vista business and Cimpress central teams. Refer to Note 13 for additional details.

(2) The increase in ~~income and indirect taxes,~~interest payable as ~~well as production and shipping costs,~~of March 31, 2023 is due to ~~increased sales volumes during~~the interest on our ~~peak holiday season in~~2026 Notes being payable semi-annually on June 15 and December 15 of each year. Refer to Note 8 for further detail.

(3) Includes cash-based employee long-term incentives, which are variable based on the ~~second quarter~~performance of ~~our fiscal year.~~individual businesses and vest over four years. As the first potential payout will occur within one year, a portion of the balance is now classified as a current liability within accrued expenses.

Other current liabilities included the following:


	March 31, 2023		June 30, 2022
Current portion of finance lease obligations	$	8,990	$	6,684
Short-term derivative liabilities	8,020		4,299


Other (1)	4,814		17,052
Total other current liabilities	$	21,824	$	28,035

______________________

(1) The decrease is due in part to the payment of an acquisition-related liability associated with our Depositphotos acquisition of $6,785 that occurred during the third quarter of fiscal 2023.

December 31, 2017 June 30, 2017
Contingent earn-out liability $ 47,994
$ 44,049
Current portion of lease financing obligation 12,569
12,569
Short-term derivative liabilities 13,786
7,243
Current portion of capital lease obligations 10,998
11,573
Mandatorily redeemable noncontrolling interest (1) 1,010
901
Other 2,912
2,100
Total other current liabilities $ 89,269
$ 78,435

Other liabilities included the following:


	March 31, 2023		June 30, 2022
Long-term finance lease obligations	$	28,129	$	14,699
Long-term derivative liabilities	4,799		463

Mandatorily redeemable noncontrolling interest (1)	13,113		—
Long-term compensation incentives	17,527		19,934
Other	24,359		29,298
Total other liabilities	$	87,927	$	64,394

December 31, 2017 June 30, 2017
Long-term derivative liabilities $ 50,651
$ 31,936
Long-term capital lease obligations 23,004
28,306
Mandatorily redeemable noncontrolling interest (1) 2,757
2,456
Other (2) 31,472
31,985
Total other liabilities $ 107,884
$ 94,683
______________________

~~_______________________~~

(1) ~~Relates~~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 ~~mandatorily redeemable noncontrolling interest~~exercise of ~~Printi LLC. Refer to Note 11~~a put option for ~~additional details.~~

(2) As of December 31, 2017 and June 30, 2017, other liabilities includes $9,773 and $8,173, respectively, related to share-based compensation awards associated with our investment in Printi LLC. Refer to Note 11 for additional details.

~~Contingent earn-out liability~~

~~Under the original terms of the WIRmachenDRUCK earn-out arrangement,~~ a portion of the ~~earn-out attributed~~minority equity interests that triggered a mandatory redemption feature for the remaining minority equity interest. Refer to the minority selling shareholders was included as a component of purchase consideration as of the acquisition date, with any subsequent changes to fair value recognized within general and administrative expense. This earn-out was previously calculated on a sliding scale, based on the achievement of cumulative gross profit against a predetermined target. During the fourth quarter of fiscal 2017, we determined it was reasonably certain, based on recent performance, that the maximum earn-out would be achieved. During the first quarter of fiscal 2018, we amended the terms of this arrangement, to remove the performance condition and we paid the maximum amount of €40,000 on January 2, 2018.Note 10 for additional details.

The liability represents the present value of the agreed payment amount. We recognized $947 and $1,774 of expense during the three and six months ended December 31, 2017, respectively, and $6,746 and $22,766 of expense during the prior comparative periods, respectively, as part of general and administrative expense. As of December 31, 2017, the total liability is $47,994, of which $42,052 relates to the majority shareholders and $5,942 relates to the minority shareholders.

8. Debt


								March 31, 2023		June 30, 2022
	December 31, 2017			June 30, 2017
7.0% Senior Notes due 2026							7.0% Senior Notes due 2026	$	600,000	$	600,000
Senior secured credit facility	$	425,507		$	600,037		Senior secured credit facility	1,102,509		1,097,302
7.0% Senior unsecured notes due 2022	275,000			275,000
Other	8,053			7,541			Other	7,678		8,063
Debt issuance costs and debt discounts (1)	(8,030		)	(5,922		)
Debt issuance costs and debt premiums (discounts)							Debt issuance costs and debt premiums (discounts)	(16,833)		(19,417)
Total debt outstanding, net	700,530			876,656			Total debt outstanding, net	1,693,354		1,685,948
Less short-term debt (2)	35,569			28,926
Less: short-term debt (1)							Less: short-term debt (1)	10,696		10,386
Long-term debt	$	664,961		$	847,730		Long-term debt	$	1,682,658	$	1,675,562

_____________________

(1) During the six months ended December 31, 2017, we capitalized $3,251 in debt issuance costs, which related to the amendment and restatement to our senior secured credit facility. Refer below for additional details relating to the amendment.

~~(2)~~ Balances as of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017~~2022 are inclusive of short-term debt issuance costs, debt premiums and ~~debt~~ discounts of ~~$1,846 and$1,693,~~$3,503 and $3,498, respectively.

~~Our Debt~~

Our various debt arrangements described below contain customary representations, warranties and events of default. As of ~~December~~March 31, ~~2017,~~2023, we were in compliance with all ~~financial~~covenants in our debt contracts, including those under our amended and ~~other covenants related to~~restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our ~~debt.~~2026 Notes (as defined below).

Senior Secured Credit Facility

On ~~July 13, 2017,~~May 17, 2021, we entered into ~~an amendment and restatement agreement for our~~a Restated Credit Agreement consisting of the following:

•A senior secured credit facility resulting in an increase of loan commitments under the credit agreement to $1,045,000 in the aggregate. The amendment also extended the tenor of our borrowings to a maturity date of July 13, 2022. As of December 31, 2017, we have a committed credit facility of $1,037,500 as follows:

~~Revolving loans of $745,000~~Term Loan B with a maturity date of ~~July 13, 2022~~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%; and

•A $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility 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.

LIBOR is expected to sunset on June 30, 2023, and under the terms of our Restated Credit Agreement our benchmark rate will automatically transition to Term ~~loan~~SOFR.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of ~~$292,500 amortizing~~additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00.

As of March 31, 2023, we have borrowings under the Restated Credit Agreement of $1,102,509 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of ~~July 13, 2022.~~May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of March 31, 2023.

Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on LIBOR plus 1.50% to 2.25% depending on our leverage ratio, which is the ratio of our consolidated total indebtedness to our consolidated EBITDA, as defined by the credit agreement. As of ~~December~~March 31, ~~2017,~~2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was ~~3.77%~~6.94%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of ~~0.225%~~0.35% to ~~0.400%~~0.45% depending on our ~~leverage ratio.~~First Lien Leverage Ratio. We have pledged the assets and/or share capital of ~~several~~a number of our subsidiaries as collateral for our ~~outstanding~~ debt as of ~~December~~March 31, ~~2017.~~2023.

~~Indenture and~~ Senior Unsecured Notes ~~due 2022~~

~~On March 24, 2015, we completed a private placement of $275,000~~We have issued $600,000 in aggregate principal ~~amount~~ of 7.0% ~~senior unsecured notes~~Senior Notes due ~~2022~~2026 (the ~~“Notes”~~"2026 Notes")., which are unsecured. We issued the Notes pursuant to a senior notes indenture dated as of March 24, 2015 among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank, N.A., as trustee (the "Indenture"). We used the proceeds from the Notes to pay outstanding indebtedness under our unsecured line of credit and our senior secured credit facility and for general corporate purposes.

The Notes bear interest at a rate of 7.0% per annum and mature on April 1, 2022. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2015, to the holders of record of the Notes at the close of business on March 15 and September 15, respectively, preceding such interest payment date.

The Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt. The Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities will guarantee the Notes.

The Indenture contains various covenants, including covenants that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.

~~At any time prior to April 1, 2018, we may~~can redeem some or all of the 2026 Notes at athe redemption ~~price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth~~prices specified in the ~~Indenture,~~indenture that governs the 2026 Notes, plus ~~in each case,~~ accrued and unpaid interest to, but not including, the redemption date. ~~In addition, at~~As of March 31, 2023, we have not redeemed any ~~time prior to April 1, 2018, we may redeem up to 35%~~ of the aggregate outstanding principal amount of the Notes at a redemption price equal to 107% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after April 1, 2018, we may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to, but not including, the redemption date.2026 Notes.

Other ~~debt~~Debt

Other debt consists primarily of term loans acquired through our various ~~acquisitions.~~acquisitions or used to fund certain capital investments. As of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017~~2022, we had~~$8,053~~ $7,678and ~~$7,541,~~$8,063, respectively, outstanding for those obligations that are payable through ~~September 2024.~~March 2027.

9. Income Taxes

Our income tax expensewas~~$21,825~~ $8,475 and ~~$15,638~~$143,969 for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2023, respectively, as compared to ~~$19,601~~$29,529 and ~~$9,787 for the prior comparative periods. Income tax expense~~$56,208 for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017 was higher than the same prior year periods primarily due to an increase in tax~~2022, respectively. Tax expense ~~of $4,701 related to the impacts of U.S. tax reform recognized in~~decreased for the three months ended ~~December~~March 31, ~~2017. Additionally,~~2023 versus the prior comparable period due to the partial valuation allowance on Swiss deferred tax assets of $29,600 recorded during the three ~~and six~~ months ended ~~December~~March 31, ~~2017, we recognized tax benefits of $1,025 and $1,473, respectively, from share based compensation as compared to $425 and $4,614~~2022. Tax expense increased for the nine months ended March 31, 2023 versus the prior comparable ~~prior periods.~~period due to the full valuation allowance on Swiss deferred tax assets of $116,694 recorded during the second quarter of fiscal 2023 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. Management concluded that based on the current period results, that objective and verifiable negative evidence of recent losses in Switzerland outweighed more subjective positive evidence of anticipated future income. Excluding the effect of ~~these~~ discrete tax ~~items, we are forecasting a more favorable consolidated~~adjustments, our estimated annual effective tax rate is lower for fiscal ~~2018~~year 2023 as compared to fiscal ~~2017~~year 2022 primarily due to ~~higher~~a forecasted ~~full year~~ pre-tax ~~income as well as a more favorable geographical mix of consolidated earnings. In addition, our~~loss. Our effective tax rate iscontinues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a ~~full~~ tax benefit in the current period.

On October 1, 2013, we made changes to our corporate entity operating structure, including transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving operations and business model. Our subsidiary based in Switzerland was the recipient of the intellectual property. In accordance with Swiss tax law, we are entitled to amortize the fair market value of the intellectual property received at the date of transfer over five years for tax purposes. As a result of this amortization, we are expecting a loss for Swiss tax purposes during fiscal 2018.

As of ~~December~~March 31, ~~2017,~~2023 we had ~~a liability for~~ unrecognized tax benefits ~~included in the balance sheet~~ of~~$5,317,~~ $16,759, including accrued interest and penalties of ~~$391.~~$1,803. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, ~~the entire liability for~~$7,777 of unrecognized tax benefits would reduce our ~~income~~ tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of ~~$500~~$370 to ~~$600~~$420 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through ~~2017~~2022 remain open for examination by the ~~United States~~U.S. Internal Revenue Service ~~(“IRS”)~~ and the years ~~2011~~2015 through ~~2017~~2022 remain open for examination in the various states and ~~non-US~~non-U.S. tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

10. Noncontrolling Interests

~~In certain~~Redeemable Noncontrolling Interests

For some of our ~~strategic investments~~subsidiaries, we own a controlling equity stake, ~~but~~and a third party ~~owns~~or key members of the business management team own a minority portion of the equity. The ~~balance sheet and operating activity~~put options for several of ~~these entities are included in~~ our ~~consolidated financial statements and we adjust~~noncontrolling interests were exercised during the ~~net income in our consolidated statement~~second quarter of ~~operations~~fiscal year 2023 as summarized below. In addition to ~~exclude~~ the noncontrolling ~~interests' proportionate share~~interests described below, we also have several less significant minority interests that span multiple businesses and reportable segments.

PrintBrothers

Members of ~~results. We present~~ the ~~proportionate share~~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 ~~attributable~~interests that required us to purchase 10% to 11% in three of the ~~redeemable~~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 and second anniversaries by Cimpress. The remaining noncontrolling interests ~~as temporary~~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 and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity.~~sheet.

~~Redeemable noncontrolling interests~~

On April 15, 2015, we acquired 70% of the outstanding shares of Exagroup SAS. The remaining 30% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The Exagroup noncontrolling interest, redeemable at a fixed amount of €39,000, was recorded at its fair value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount exceeds its carrying value. As of December 31, 2017, the redemption value was less than the carrying value, and therefore no adjustment was required.

On August 23, 2017, we sold approximately 12% of the outstanding shares of our WIRmachenDRUCK subsidiary for a total of €30,000 ($35,390 based on the exchange rate on the date we received the proceeds). The minority equity interest is considered a redeemable noncontrolling interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. The noncontrolling interest was recorded at its fair value as of the sale date and will be adjusted to its redemption value on a periodic basis, with an offset to retained earnings, if that amount exceeds its carrying value. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value will be offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations. As of December 31, 2017, the redemption value was less than the carrying value, and therefore no adjustment was required.

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


	Redeemable Noncontrolling Interest		Noncontrolling Interest
Balance as of June 30, 2022	$	131,483	$	—

Acquisition of noncontrolling interest (1)	—		365
Net income attributable to noncontrolling interests	1,513		163
Distribution to noncontrolling interests (2)	(3,652)		—
Purchase of noncontrolling interest (3)	(95,567)		—
Accretion to redemption value (4)	(7,455)		—
Reclassification to mandatorily redeemable noncontrolling interest (5)	(9,582)		—

Foreign currency translation	(4,766)		14
Balance as of March 31, 2023	$	11,974	$	542

Redeemable noncontrolling interests Noncontrolling interest
Balance as of June 30, 2017 $ 45,412
$ 213
Net income attributable to noncontrolling interest 673
58
Proceeds from sale of noncontrolling interest 35,390
—
Foreign currency translation 4,003
—
Balance as of December 31, 2017 $ 85,478
$ 271
_________________

~~11. Variable Interest Entity ("VIE")~~

~~On August 7, 2014,~~(1) During the second quarter of fiscal year 2023, we ~~made~~acquired a capital investment in Printi LLC, which operates in Brazil. This investment provided us access to a new market and the opportunity to drive longer-term growth in Brazil and other geographies as Printi expands internationally in the future. As of December 31, 2017, we have a 49.99%majority equity interest in ~~Printi. Based upon~~an immaterial business within our PrintBrothers reportable segment.

(2) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the ~~level~~minority interest holders in one of ~~equity investment at risk, Printi is considered a variable interest entity. The shareholders~~the PrintBrothers businesses.

(3) As discussed above, we purchased an additional 10% to 11% of ~~Printi share profits and voting control on a pro-rata basis. While we do not manage~~ the day to day operations of Printi, we do have the unilateral ability to exercise participating voting rights for specific transactions, and as such no one shareholder is considered to be the primary beneficiary. However, certain significant shareholders cannot transfer their equity interests ~~without our approval and as a result are considered de facto agents on our behalf~~ in ~~accordance with ASC 810-10-25-43.~~

~~In aggregating our rights,~~three PrintBrothers businesses during the second quarter of fiscal year 2023, as well as ~~those~~the 1% minority interest in our BuildASign business.

(4) Accretion of ~~our de facto agents,~~redeemable noncontrolling interests to redemption value recognized in retained earnings is the ~~group as a whole has~~result of changes in the power to direct the activities that most significantly impact the entity's economic performance, the obligation to absorb losses and the right to receive benefits from the entity. In situations where a de facto agency relationship is present, one party is required to be identified as the primary beneficiary, and the evaluation requires significant judgment. The factors considered include the presence of a principal/agent relationship, the relationship and significance of activitiesestimated redemption amount to the ~~reporting entity,~~extent increases do not exceed the ~~variability associated with~~estimated fair value.

(5) During the VIE's anticipated economics and the design of the VIE. The analysis is qualitative in nature and is based on weighting the relative importance of each of the factors in relation to the specifics of the VIE arrangement. Upon our investment we performed an analysis and concluded that we are the party that is most closely associated with Printi, as we are most exposed to the variability of the economics and therefore considered the primary beneficiary.

~~We will purchase an additional 3.7% non-voting economic interest during the fourth~~second quarter of fiscal ~~2018. In addition, we will acquire~~year 2023, the ~~remaining~~minority equity interest ~~in Printi through~~holders of three PrintBrothers businesses exercised a ~~reciprocal~~ put ~~and call structure, exercisable from March 31, 2021 through~~option that triggered a mandatory redemption ~~date of July 31, 2023. As~~feature for the remaining minority equity interests. The remaining minority equity interests ~~are~~were reclassified to mandatorily redeemable ~~by all parties no later than a specified future date, the~~ noncontrolling ~~interest is~~interests, as part of other liabilities within the scope of ASC 480 and is required to be presented as a liability on our consolidated balance sheet. We adjust the liability to its estimated redemption value each reporting period and recognize any changes within interest expense, net in our consolidated statement of operations.

We also have liability-based awards for Printi restricted stock held by Printi employees that are fully vested and marked to fair value each reporting period until cash settlement. As of December 31, 2017, through the use of an option pricing model we estimate the current fair value of the restricted stock to be $9,773 and we have recognized $1,007 and $1,047 in general and administrative expense for the three and six months ended December 31, 2017, respectively, compared to $398 and $784 in the prior comparative periods.

We also have an arrangement to lend two Printi equity holders up to $24,000 that is payable on the date the put or call option is exercised, which will occur no later than July 31, 2023. As of December 31, 2017, the long-term loan receivable, including accrued interest, is $12,493 and classified within other assets in our consolidated balance sheets. ~~We did not have a long-term loan receivable as of June 30, 2017. The loans carry 8.5% annual interest,~~Refer above for additional information regarding the transaction and ~~are not contingent upon continued employment. We expect that~~Note 7 for additional details about the ~~loan proceeds will be used to offset our purchase of the remaining noncontrolling interest in the future.~~reclassified liability balance.

~~12.~~11. Segment Information

Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance.

As of ~~December~~March 31, ~~2017~~2023, we have numerous operating segments under our management reporting structure which are reported in the following ~~four~~five reportable segments:

~~Vistaprint~~•Vista - ~~Includes~~Vista is the ~~operations~~parent brand of ~~our Vistaprint websites focused on the North America, Europe, Australia~~multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and ~~New Zealand markets,~~Depositphotos, which together represent a full-service design, digital and ~~our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies.~~

print solution.

~~Upload and Print~~•PrintBrothers - Includes the results of our druck.at, ~~Easyflyer, Exagroup, Pixartprinting,~~ Printdeal, ~~Tradeprint,~~ and WIRmachenDRUCK businesses.

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

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

•All Other Businesses - Includes ~~the operations of our Most of World and Corporate Solutions businesses. Most of World consists of our~~two businesses in Brazil, China, India and Japan. In Japan and India, we primarily operate under close derivatives of the Vistaprint business model and technology, albeit with decentralized, locally-managed cross-functional operations in each country, and with product, content and service offerings which we tailor to the Japanese and Indian markets. Our Corporate Solutions business serves medium-sized businesses and larger corporations,grouped together based on materiality, as well as our ~~legacy~~YSD business through its divestiture that was completed during the third quarter of fiscal 2023.

◦BuildASign, a larger and profitable business, is an internet-based 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, which offers a superior customer experience with ~~retail partners~~transparent and ~~franchise businesses, primarily through the "Vistaprint Corporate" brand. Our All Other Businesses segment also includes Albumprinter results through the divestiture date of August 31, 2017.~~

attractive pricing, reliable service and quality.

Central and corporate costs ~~consists~~consist primarily of the team of software engineers that is building our mass customization ~~platform,~~platform; shared service organizations such as global ~~procurement,~~procurement; technology services such as hosting and ~~security, and~~security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team ~~members,~~members; and corporate functions including our ~~Supervisory~~ Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial

consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs.

During the first quarter of fiscal 2018, we began presenting inter-segment fulfillment activity as revenue for the fulfilling business unit for purposes of measuring and reporting our segment financial performance. Any historical inter-segment fulfillment transactions were previously recognized as cost relief for the fulfilling business unit in our presentation to the CODM. We now recognize these transactions as inter-segment revenue for presentation to the CODM; for example, a third-party customer order received by our Corporate Solutions business that is fulfilled at oneThe expense value of our Vistaprint production facilities is recognized as inter-segment revenue for our Vistaprint business based on pricing and terms agreed upon between segment management. Inter-segment revenues are recognized only for transactions between our reportable segments and do not include any transactions between businesses within a reportable segment, which are eliminated within each reportable segment. Intercompany revenues are eliminated in our consolidated results.

As part of these changes, we also recast historical segment results to ensure the consistent application of our current inter-segment revenue presentation. For the three and six months ended December 31, 2016, we increased revenue for our Vistaprint business by $1,407 and $2,520, with a corresponding increase to inter-segment eliminations. We also recast historical segment profitability for the allocation of certain IT costs, which previously burdened our Vistaprint business, but have now been allocated to each of our businesses in fiscal 2018. For the three and six months ended December 31, 2016, the cost allocation change resulted in an increase to Vistaprint segment profit by $624 and $1,247, respectively, with a corresponding decrease to segment profit for Upload and Print of $161 and $322, respectively, and All Other Businesses of $140 and $280, respectively, and an increase to our Central and corporate cost center of $323 and $646, respectively.

~~For~~PSU awards ~~granted under our 2016 Performance Equity Plan, the PSU expense value~~ 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~~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~~central and corporate costs.

~~Segment profit (loss)~~Our definition of segment EBITDA is ~~the primary profitability metric by which our CODM measures segment financial performance and allocates resources. Certain~~GAAP operating income excluding certain items, ~~are excluded from segment profit (loss),~~ such as ~~acquisition-related~~depreciation and amortization, ~~and depreciation,~~ 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. A portion of the interest expense associated with our Waltham lease is included as expense in segment profit (loss) and allocated based on headcount to the appropriate business or corporate and global function. The interest expense represents a portion of the cash rent payment and is considered anWe include insurance proceeds that are not recognized within operating ~~expense for purposes of measuring our segment performance.~~income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.

~~Our All Other Businesses~~During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable ~~segment includes our Most of World~~segment. These include certain third-party costs that are variable in nature and ~~Corporate Solutions businesses that have operating losses as they are~~the cost variability is primarily driven by decisions or volumes in the ~~early stage of investment relative to the scale~~Vista business. We revised our presentation of the ~~underlying businesses,~~prior period results to reflect our updated segment reporting, which ~~may limit its comparability to other segments regarding profit (loss).~~decreased both Vista segment EBITDA and Central and corporate costs by $1,852 and $4,894 for the three and nine months ended March 31, 2022.

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, ~~profit~~as well as disaggregation of revenue by major geographic region and reportable segment.


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Revenue:
Vista	$	396,642	$	349,216	$	1,203,747	$	1,146,810
PrintBrothers	139,569		119,960		420,866		383,011
The Print Group	85,504		75,361		251,663		238,311
National Pen	81,113		72,243		283,400		266,224
All Other Businesses	49,037		48,486		160,862		154,076
Total segment revenue	751,865		665,266		2,320,538		2,188,432
Inter-segment eliminations (1)	(9,701)		(7,854)		(29,757)		(23,705)
Total consolidated revenue	$	742,164	$	657,412	$	2,290,781	$	2,164,727

_____________________

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


	Three Months Ended March 31, 2023
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	276,983	$	—	$	—	$	50,938	$	41,524	$	369,445
Europe	88,152		139,187		83,096		23,811		—		334,246
Other	31,237		—		—		1,180		6,056		38,473
Inter-segment	270		382		2,408		5,184		1,457		9,701
Total segment revenue	396,642		139,569		85,504		81,113		49,037		751,865
Less: inter-segment elimination	(270)		(382)		(2,408)		(5,184)		(1,457)		(9,701)
Total external revenue	$	396,372	$	139,187	$	83,096	$	75,929	$	47,580	$	742,164


	Nine Months Ended March 31, 2023
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	835,354	$	—	$	—	$	162,593	$	137,016	$	1,134,963
Europe	268,791		419,658		244,378		99,555		—		1,032,382
Other	98,320		—		—		5,862		19,254		123,436
Inter-segment	1,282		1,208		7,285		15,390		4,592		29,757
Total segment revenue	1,203,747		420,866		251,663		283,400		160,862		2,320,538
Less: inter-segment elimination	(1,282)		(1,208)		(7,285)		(15,390)		(4,592)		(29,757)
Total external revenue	$	1,202,465	$	419,658	$	244,378	$	268,010	$	156,270	$	2,290,781


	Three Months Ended March 31, 2022
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	236,751	$	—	$	—	$	43,483	$	42,047	$	322,281
Europe	78,136		119,353		73,885		21,876		—		293,250
Other	32,779		—		—		3,741		5,361		41,881
Inter-segment	1,550		607		1,476		3,143		1,078		7,854
Total segment revenue	349,216		119,960		75,361		72,243		48,486		665,266
Less: inter-segment elimination	(1,550)		(607)		(1,476)		(3,143)		(1,078)		(7,854)
Total external revenue	$	347,666	$	119,353	$	73,885	$	69,100	$	47,408	$	657,412


	Nine Months Ended March 31, 2022
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	770,815	$	—	$	—	$	142,497	$	134,390	$	1,047,702
Europe	267,296		381,654		232,636		96,524		—		978,110
Other	105,342		—		—		16,503		17,070		138,915
Inter-segment	3,357		1,357		5,675		10,700		2,616		23,705
Total segment revenue	1,146,810		383,011		238,311		266,224		154,076		2,188,432
Less: inter-segment elimination	(3,357)		(1,357)		(5,675)		(10,700)		(2,616)		(23,705)
Total external revenue	$	1,143,453	$	381,654	$	232,636	$	255,524	$	151,460	$	2,164,727

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Segment EBITDA:
Vista	$	60,392	$	25,534	$	146,286	$	183,220
PrintBrothers	15,886		12,392		50,386		47,280
The Print Group	13,589		11,923		39,490		42,670
National Pen	(3,336)		(898)		20,150		22,653
All Other Businesses	5,036		6,044		16,620		17,199
Total segment EBITDA	91,567		54,995		272,932		313,022
Central and corporate costs	(34,447)		(36,084)		(102,827)		(104,940)
Depreciation and amortization	(39,751)		(43,651)		(121,567)		(133,397)




Certain impairments and other adjustments	549		(277)		(1,982)		3,216
Restructuring-related charges	(30,115)		(3,420)		(43,142)		(3,418)


Total (loss) income from operations	(12,197)		(28,437)		3,414		74,483
Other (expense) income, net	1,377		12,321		11,382		38,330
Interest expense, net	(30,515)		(24,247)		(83,918)		(75,304)

(Loss) income before income taxes	$	(41,335)	$	(40,363)	$	(69,122)	$	37,509


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Depreciation and amortization:
Vista	$	14,480	$	15,791	$	43,343	$	49,757
PrintBrothers	4,175		5,466		14,097		15,806
The Print Group	5,269		6,459		16,930		19,655
National Pen	4,820		5,933		16,506		18,061
All Other Businesses	4,375		4,519		13,217		13,942
Central and corporate costs	6,632		5,483		17,474		16,176
Total depreciation and amortization	$	39,751	$	43,651	$	121,567	$	133,397


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Purchases of property, plant and equipment:
Vista	$	3,006	$	4,132	$	12,575	$	14,491
PrintBrothers	2,010		665		3,771		3,381
The Print Group	3,995		7,560		14,084		14,237
National Pen	889		644		3,336		2,855
All Other Businesses	815		2,130		2,650		5,802
Central and corporate costs	281		472		1,070		1,376
Total purchases of property, plant and equipment	$	10,996	$	15,603	$	37,486	$	42,142

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Revenue:
Vistaprint (1) $ 428,908
$ 380,821
$ 747,951
$ 667,356
Upload and Print (2) 192,527
152,388
352,917
284,345
National Pen (3) 126,098
—
185,815
—
All Other Businesses (4) 20,994
45,049
49,048
71,383
Total segment revenue 768,527
578,258
1,335,731
1,023,084
Inter-segment eliminations (6,473 ) (1,407 ) (10,393 ) (2,520 )
Total consolidated revenue $ 762,054
$ 576,851
$ 1,325,338
$ 1,020,564

~~_____________________~~

(1) Vistaprint segment revenues include inter-segment revenue of $2,803 and $5,006 for the three and six months ended December 31, 2017, respectively, and $1,407 and $2,520 for the prior comparative periods, respectively.

~~(2) Upload and Print segment revenues include inter-segment revenue of $480 and $808for the three and six months ended December 31, 2017, respectively. No inter-segment revenue was recognized in the prior comparable periods.~~

~~(3) National Pen segment revenues include inter-segment revenue of $1,024 and $1,470for the three and six months ended December 31, 2017, respectively. No inter-segment revenue was recognized in the prior comparable periods.~~

(4) All Other Businesses segment revenues include inter-segment revenue of $2,166 and $3,109 for the three and six months ended December 31, 2017, respectively. No inter-segment revenue was recognized in the prior comparable periods.

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Segment profit (loss):

Vistaprint $ 99,049
$ 67,016
$ 129,944
$ 92,288
Upload and Print 22,470
16,798
37,238
30,249
National Pen 17,645
—
18,830
—
All Other Businesses (8,566 ) (2,107 ) (16,117 ) (11,859 )
Total segment profit 130,598
81,707
169,895
110,678
Central and corporate costs (33,410 )
(31,228 ) (61,667 ) (59,414 )
Acquisition-related amortization and depreciation (12,613 ) (10,019 ) (25,300 ) (20,232 )
Earn-out related charges (1) (1,254 ) (7,010 ) (2,391 ) (23,257 )
Share-based compensation related to investment consideration (1,007 ) (601 ) (1,047 ) (4,704 )
Restructuring-related charges (11,501 ) (1,100 ) (12,355 ) (1,100 )
Interest expense for Waltham, MA lease 1,896
1,956
3,807
3,926
Gain on the purchase or sale of subsidiaries (2) —
—
48,380
—
Total income from operations 72,709
33,705
119,322
5,897
Other (expense) income, net (7,732 ) 30,549
(24,044 ) 28,417
Interest expense, net (12,529 ) (9,631 ) (25,611 ) (19,535 )
Income before income taxes $ 52,448
$ 54,623
$ 69,667
$ 14,779

~~___________________~~

~~(1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment.~~

(2) Includes the impact of the gain on the sale of Albumprinter, as well as a bargain purchase gain as defined by ASC 805-30 for an acquisition in which the identifiable assets acquired and liabilities assumed are greater than the consideration transferred, that was recognized in general and administrative expense in our consolidated statement of operations during the six months ended December 31, 2017.

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Depreciation and amortization:
Vistaprint $ 15,709
$ 16,128
$ 32,483
$ 30,899
Upload and Print 15,005
13,567
29,725
28,032
National Pen 5,275
—
10,370
—
All Other Businesses 2,156
3,730
4,443
7,334
Central and corporate costs 3,154
3,552
6,662
6,117
Total depreciation and amortization $ 41,299
$ 36,977
$ 83,683
$ 72,382

Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Purchases of property, plant and equipment:
Vistaprint $ 10,835
$ 8,335
$ 24,499
$ 19,544
Upload and Print 5,733
3,184
8,991
7,984
National Pen 1,219
—
3,708
—
All Other Businesses 308
3,874
979
6,513
Central and corporate costs 122
1,548
497
2,219
Total purchases of property, plant and equipment $ 18,217
$ 16,941
$ 38,674
$ 36,260


	Three Months Ended December 31,				Six Months Ended December 31,					Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017		2016			2023		2022		2023		2022
Capitalization of software and website development costs:									Capitalization of software and website development costs:
Vistaprint	$	5,507	$	5,528	$	11,080	$	8,662
Upload and Print	1,016		669		1,790		1,113
Vista									Vista	$	5,894	$	8,235	$	17,668	$	24,425
PrintBrothers									PrintBrothers	104		361		1,562		829
The Print Group									The Print Group	866		790		2,127		1,735
National Pen	367		—		367		—		National Pen	778		877		1,878		2,608
All Other Businesses	400		637		1,368		1,905		All Other Businesses	1,008		981		2,831		3,248
Central and corporate costs	1,890		3,964		3,509		7,430		Central and corporate costs	6,285		6,497		18,115		17,030
Total capitalization of software and website development costs	$	9,180	$	10,798	$	18,114	$	19,110	Total capitalization of software and website development costs	$	14,935	$	17,741	$	44,181	$	49,875

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


	December 31, 2017		June 30, 2017			March 31, 2023		June 30, 2022
Long-lived assets (1):					Long-lived assets (1):
United States (2)					United States (2)	$	81,110	$	95,589
Switzerland					Switzerland	76,287		72,394
Netherlands	$	96,648	$	83,223	Netherlands	65,618		67,240
Canada	86,096		85,926		Canada	57,050		58,498
Switzerland	49,852		49,017
Italy	44,328		44,423		Italy	42,150		48,262
United States	37,046		64,034
France					France	26,639		25,383
Australia	23,610		22,961		Australia	19,066		17,751
France	22,200		22,794
Jamaica	21,503		21,492		Jamaica	18,258		18,744
Japan	20,302		20,686
Japan (3)					Japan (3)	—		11,392
Other	72,007		64,377		Other	112,162		90,677
Total	$	473,592	$	478,933	Total	$	498,340	$	505,930

___________________

(1) Excludes goodwill of ~~$531,199~~$787,291 and ~~$514,963,~~$766,600, intangible assets, net of ~~$258,657~~$119,931 and ~~$275,924, the Waltham lease asset of $113,985 and $116,045, and~~$154,730, deferred tax assets of ~~$66,022~~$10,093 and ~~$48,004~~$113,088, and marketable securities, non-current of $6,466 and zero as of ~~December~~March 31, ~~2017~~2023 and June 30, ~~2017,~~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.

~~13.~~(3) The decrease in Japan's long-lived assets is due to the planned sale of the land and building, which resulted in the reclassification of the carrying value to prepaid expenses and other current assets because it meets held-for-sale criteria during the current quarter. Refer to Note 13 for additional details.

12. Commitments and Contingencies

~~Lease Commitments~~

We have commitments under operating leases for our facilities that expire on various dates through 2026, including the Waltham lease arrangement discussed in Note 2. Total lease expense, net of sublease income, for the three and six months ended December 31, 2017 was $1,943 and $6,187, respectively and $4,021 and $6,292 for the three and six months ended December 31, 2016, respectively.

We lease certain machinery and plant equipment under both capital and operating lease agreements that expire at various dates through 2027. The aggregate carrying value of the leased buildings and equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, 2017, is $36,611, net of accumulated depreciation of~~$32,783; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at December 31, 2017 amounts to $34,002.~~

Purchase Obligations

At ~~December~~March 31, ~~2017,~~2023, we had unrecorded commitments under contract of ~~$63,952~~$205,973, including ~~commitments for~~ third-party ~~web~~cloud services of ~~$25,161. In addition, we had~~$79,437; inventory, third-party fulfillment and digital service purchase commitments ~~for~~of $79,159; software of $16,870; advertising of $10,116; production and computer equipment purchases of ~~approximately $5,451, inventory purchase commitments of $5,026, commitments for advertising campaigns of $3,717,~~$2,494; professional and consulting fees of ~~$1,735,~~$3,462, and other unrecorded purchase commitments of ~~$22,862.~~

$14,435.

Other Obligations

~~We have an~~In February 2023, we made a $6,785 deferred payment for our Depositphotos acquisition, resulting in no outstanding ~~installment obligation of $3,470related to the fiscal 2012 intra-entity transfer of the intellectual property of our subsidiary Webs, Inc., which results in tax being paid over a 7.5 year term and has been classified as a~~acquisition-related deferred ~~tax liability in our consolidated balance sheet~~liabilities as of ~~December~~March 31, 2017. Other obligations also include a liability related to our fiscal 2016 WIRmachenDRUCK acquisition of $47,994, which we paid on January 2, 2018. Refer to Note 7 for additional details. In addition, we have deferred payments related to our other acquisitions of $4,478 in aggregate.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. InFor all ~~cases,~~legal matters, at each reporting period, we evaluate whether or not a potential loss amount

or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.

~~14.~~13. Restructuring Charges

Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs including third-party professional and outplacement services. ~~In total,~~All restructuring costs are excluded from segment and adjusted EBITDA.

During the three and nine months ended March 31, 2023, we recognized restructuring charges of ~~$11,501~~$30,115 and ~~$12,355~~$43,142, respectively. The majority of these costs related to actions taken in our Vista business and central teams during ~~the three~~March 2023 that were intended to reduce costs and ~~six months ended December 31, 2017, respectively.~~support expanded profitability, reduced leverage, and increased speed, focus and accountability. For the three and ~~six~~nine months ended ~~December~~March 31, ~~2016, we recognized $1,100 of restructuring charges related~~2023, the previously described action combined with prior actions taken to prioritize our ~~January 2017 restructuring initiative which we completed during~~investments and exit the ~~prior year.~~

In November 2017, our Vistaprint business executed its previously announced plan to reorganize its business, resulting in reductions to headcount and other operating costs. These changes are intended to simplify operations and more closely align functions to increase the speed of execution. We recognized $11,455Japanese market resulted in restructuring charges ~~during~~in our Vista business of $20,406 and $29,128, and in our central and corporate costs of $9,075 and $9,330, respectively.

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 included the impairment of assets from our exit of the Japanese market of $6,257. We expect additional restructuring charges in the fourth quarter of fiscal 2023 for termination benefits that included ongoing service requirements, but we do not expect those charges to be material.

We also recognized restructuring charges in our National Pen business for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017 for this action,~~2023 in the amounts of $639 and $1,127, respectively, which ~~relates primarily to~~included employee termination ~~benefits.~~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 nine months ended March 31, 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 ~~to be incurred in future periods related to this initiative.~~for these restructuring actions.

During the first quarter of fiscal 2018, we also underwent a restructuring initiative within our All Other Businesses reportable segment, in order to more effectively allocate capital within the segment. The initiative resulted in restructuring charges of $92 and $819 during the three and six months ended December 31, 2017, respectively. We do not expect any material charges to be incurred in future periods related to this initiative.

The following table summarizes the restructuring activity during the ~~six~~nine months ended ~~December~~March 31, ~~2017:~~2023.


	Severance and Related Benefits		Other Restructuring Costs		Accrued restructuring liability
Balance as of June 30, 2022	$	13,449	$	—	$	13,449
Restructuring charges	32,187		10,955		43,142
Cash payments	(14,859)		—		(14,859)
Non-cash charges (1)	(2,141)		(10,955)		(13,096)
Foreign currency translation	92		—		92
Balance as of March 31, 2023	$	28,728	$	—	$	28,728

Severance and Related Benefits Other Restructuring Costs Total
Accrued restructuring liability as of June 30, 2017 (1) $ 4,602
$ 208
$ 4,810
Restructuring Charges (2) 12,396
(41 ) 12,355
Cash payments (10,841 ) (85 ) (10,926 )
Non-cash charges (3) (609 ) —
(609 )
Accrued restructuring liability as of December 31, 2017 $ 5,548
$ 82
$ 5,630

~~_____________________~~________________

(1) ~~Accrued restructuring liability as of June 30, 2017 relates to our restructuring initiative announced in January 2017 and all remaining obligations have been paid as of December 31, 2017.~~

~~(2) For~~During the ~~three and six~~nine months ended ~~December~~March 31, ~~2017, we~~2023, non-cash restructuring charges primarily includes the loss recorded ~~changes in estimates within restructuring~~on assets for our Japan and China exits as described above, and share-based compensation expense ~~from our January 2017 restructuring initiative of $(46) and $81, respectively.~~

~~(3) Non-cash charges include acceleration~~upon modification to accelerate the vesting of share-based compensation ~~expenses.~~

awards for the actions described above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated ~~income~~growth and ~~revenue growth rates, future profitability and losses, planned investments in our business, expenses, seasonality of certain~~development of our businesses and financial results, including profitability, cash flows, liquidity, and capital allocation; the expected effects of our cost reductions and recent restructuring, including future cost savings and restructuring charges; the expected impacts of ~~changes~~our mass customization platform; the expected effects of mid- and upper-funnel advertising in ~~accounting standards,~~Vista; sufficiency of our ~~anticipated effective tax rate, the impact of the U.S. Tax Cuts~~liquidity position; legal proceedings; and ~~Jobs Act, the~~ sufficiency of our tax reserves ~~sufficiency of our cash, legal proceedings, the impact of our restructuring initiatives,~~ and ~~the impact of exchange rate and currency volatility.~~expectation pf a reduction in unrecognized tax benefits. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of ~~certain~~various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, severity, and duration of supply chain constraints, inflation, and the lingering effects of the COVID-19 pandemic; the failure of our cost reductions to affect our financial results as expected; our inability to make the investments that we plan to make or the failure of those ~~set forth~~investments to achieve the results we expect; our failure to execute on the transformation of the Vista business; loss of key personnel or our inability to recruit talented personnel to drive performance of our businesses; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; our failure to develop and deploy our mass customization platform or the failure of the platform to drive the efficiencies and competitive advantages we expect; unanticipated changes in our markets, customers, or businesses; changes in the laws and regulations, or in the interpretation of laws and regulations, that affect our businesses; our failure to manage the growth and complexity of our business and expand our operations; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions, including the possibility of an economic downturn in some or all of our markets; and other factors described in this ~~“Management's Discussion~~Report and ~~Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Report. You should carefully review those factors and also carefully review~~ the ~~risks outlined in other~~ documents that we periodically file ~~from time to time~~ with the ~~United States Securities and Exchange Commission.~~SEC.

Executive Overview

As of ~~December~~March 31, ~~2017,~~2023, we have numerous operating segments under our management reporting structure ~~which~~that are reported in the following ~~four~~five reportable segments: ~~Vistaprint, Upload and~~Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. Vistaprint represents our Vistaprint websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs business, which is managed with the Vistaprint digital business. Upload and Print includes the druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and WIRmachenDRUCK businesses. National Pen includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts for small- and medium-sized businesses. All Other Businesses segment includes the operations of our Most of World and Corporate Solutions businesses, and the Albumprinter business, through its divestiture on August 31, 2017.

During the first quarter of fiscal 2018, we began presenting inter-segment fulfillment activity as revenue for the fulfilling business unit for purposes of measuring and reporting our segment financial performance. We have revised historical results to reflect the consistent application of our current accounting methodology. In addition, we adjusted our historical segment profitability for the allocation of certain IT costs that are allocated to each of our businesses in fiscal 2018, to better reflect where those resources are consumed. Refer to Note ~~12 of the~~11 in our accompanying consolidated financial statements for additional ~~details~~information relating to our reportable segments and our segment financial measures.

We announced plans on March 23, 2023 to reduce costs within our Vista business and our central teams and implement organizational changes to support expanded profitability, reduced leverage and increased speed, focus, and accountability. These plans resulted in a restructuring charge of ~~these changes.~~$30.1 million during the current quarter, with additional immaterial charges expected to be recognized during the fourth quarter of fiscal 2023. This restructuring action provided a small cost savings benefit during the current quarter due to the timing of the action, but we expect this action to deliver approximately $100 million of annualized pre-tax cost savings.

Financial Summary

InThe primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before cash interest expense; however, in evaluating the financial condition and operating performance of our business, management ~~focuses on~~considers a number of metrics including revenue growth, organic constant-currency revenue growth, operating income, adjusted ~~net operating profit,~~EBITDA, cash flow from operations and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the

"Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 as compared to the three and ~~six~~nine months ended ~~December~~March 31, ~~2016~~2022 follows:

Third Quarter Fiscal Year 2023

~~Second Quarter 2018~~•Revenue increased by 13% to $742.2 million.

~~Reported~~•Constant-currency revenue increased 16% when excluding the revenue of acquired companies for the first twelve months after acquisition (a non-GAAP financial measure).

•Operating income increased by ~~32%~~$16.2 million to ~~$762.1~~a loss of $12.2 million.

~~Consolidated constant-currency revenue~~•Adjusted EBITDA (a non-GAAP financial measure) increased by ~~27% and excluding acquisitions and divestitures completed~~$35.5 million to $69.1 million.

•Diluted net loss per share attributable to Cimpress plc increased to a loss of $1.88 from a loss of $2.75 in the ~~last four quarters increased by 11%.~~

~~Operating income increased $39.0 million to $72.7 million.~~

~~Adjusted net operating profit (a non-GAAP financial measure which we refer to as adjusted NOP) increased $36.4 million to $93.7 million.~~comparative period.

Year to Date ~~2018~~Fiscal Year 2023

~~Reported~~•Revenue increased by 6% to $2,290.8 million.

•Constant-currency revenue increased by ~~30%~~12% and 11% when excluding the revenue of acquired companies for the first twelve months after acquisition (both non-GAAP financial measures).

•Operating income decreased by $71.1 million to ~~$1,325.3~~$3.4 million.

~~Consolidated constant-currency revenue increased~~•Adjusted EBITDA (a non-GAAP financial measure) decreased by ~~26% and excluding acquisitions and divestitures completed~~$17.4 million to $225.9 million.

•Diluted net loss per share attributable to Cimpress plc decreased to a loss of $8.19 from a loss of $0.91 in the ~~last four quarters increased by 11%.~~comparative period.

~~Operating income increased $113.4 million to $119.3 million.~~

~~Adjusted NOP increased $44.1 million to $104.1 million.~~

•Cash provided by operating activities ~~increased $62.1~~decreased by $63.2 million to ~~$176.7~~$68.5 million.

~~Free~~•Adjusted free cash flow (a non-GAAP financial measure) ~~increased $60.5~~decreased by $52.9 million to ~~$119.7~~an outflow of $13.2 million.

For the ~~second quarter of fiscal 2018, the increase in~~three months ended March 31, 2023, reported revenue growth accelerated, mainly in our Vista business as product mix shifted back toward faster-growing small business products and we are comparing to a weaker period in the prior-year quarter that included the migration of Vista's U.S. website onto the new technology platform. Our Vista business experienced growth in new customer count and new customer bookings across all major markets. Promotional products, apparel, and gifts (PPAG) was our fastest-growing product category, with business cards, marketing materials, packaging and labels, and signage all showing strong year-over-year growth as well. Revenue growth in most Cimpress businesses continued to benefit from year-over-year increases in pricing, which has been one tool used to mitigate inflationary cost pressures. Currency exchange fluctuations had a negative effect during the current quarter.

For the three months ended March 31, 2023, the increasein operating income was primarily due to the ~~addition of~~incremental profit from the revenue growth described above. Gross profit growth benefited from higher volumes and the reduced net impact of our National Pen business, which we acquired on the last day of the second quarter of fiscal 2017 and therefore did not contribute to the prior comparative period, as well as continued growth in the Vistaprint business and Upload and Print businesses. This was offset by the loss of Albumprinter revenue as we divested this business as of August 31, 2017. Our reported revenue growth also provided incremental profits that increased operating income and adjusted NOP as compared to the prior comparative periods. Vistaprint recognized incremental gross profits due to its revenue growth but also the non-recurrence of production inefficiencies in the prior year period and profit gains in some of our newer product lines as we have begun optimization efforts to improve pricing and operational performance.cost inflation. We also realized cost ~~savings from our restructuring initiatives, which was~~efficiencies in advertising spend, and lower compensation and consulting-related operating expenses. These items were partially offset by an increase in restructuring charges ~~of $11.4 million~~primarily related to actions taken during the ~~November 2017 restructuring action by~~current quarter to reduce costs in the Vista business and in our ~~Vistaprint business. Vistaprint plans to simplify operations and more closely align functions to increase~~central teams.

Adjusted EBITDA increased year over year for the ~~speed of execution, and we expect to realize savings of $8-10 million net of~~three months ended March 31, 2023, primarily for the same reasons operating income increased. Adjusted EBITDA excludes restructuring charges, share-based compensation expense, certain impairments, and non-cash gains on the sale of assets, and includes the realized gains or losses on our currency derivatives intended to hedge adjusted EBITDA. The net year-over-year impact of currency on consolidated adjusted EBITDA was a benefit of approximately $1.6 million for ~~fiscal 2018. We expect~~the three months ended March 31, 2023.

Diluted net loss per share attributable to ~~realize savings~~Cimpress plc increased for the three months ended March 31, 2023 primarily due to the improved operating loss described above, as well as significantly lower income tax expense year over year. These improvements were partially offset by increased interest expense and year-over-

year impact from the net effect of unrealized currency losses caused by exchange rate volatility that more than offset realized gains recognized in ~~future periods but plan~~the current quarter.

During the nine months ended March 31, 2023, cash from operations decreased $63.2 million year over year due primarily to ~~reinvest a portion~~less favorable working capital inflows of $22.0 million, largely driven by less favorable benefits from accounts payable due in part to timing, as well as negative working capital impacts from higher inventory levels that were intended to mitigate supply chain issues. Cash from operations was also negatively impacted year over year by higher cash interest costs and restructuring payments due to actions taken to reduce costs over the ~~savings in our business.~~past year.

Adjusted free cash flow decreased year over year by $52.9 million for the nine months ended March 31, 2023, due to the operating cash flow decrease described above, partially offset by lower capitalized software and capitalized expenditures.

Consolidated Results of Operations

Consolidated Revenue

WeOur businesses generate revenue primarily from the sale and ~~shipping~~shipment of customized ~~manufactured products, and by providing~~products. We also generate revenue, to a much lesser extent (and primarily in our Vista business), from digital services, graphic design services, website design and hosting, and email marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

~~For~~Total revenue and revenue growth by reportable segment for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and 2016, our reported revenue increased, partly due to the addition of revenue from our National Pen business that we acquired on December 30, 2016. Currency fluctuations have positively impacted our reported revenue growth for both the three and six months ended December 31, 2017, as compared to the prior comparative periods. The increases in constant-currency revenue excluding acquisitions and divestitures for which there is no comparable year-over-year revenue were driven by continued growth in the Vistaprint business, as well as growth in our Upload and Print businesses. Our Most of World and Corporate Solutions businesses continue to grow strongly, but each off of small bases.

~~Our total revenue by reportable segment is~~2022 are shown in the following table:


In thousands	Three Months Ended December 31,							Currency Impact:	Constant- Currency	Impact of Acquisitions/ Divestitures:	Constant- Currency revenue growth	In thousands	Three Months Ended March 31,								Currency Impact:		Constant- Currency		Impact of Acquisitions/Divestitures:		Constant- Currency Revenue Growth
	2017			2016			% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding acquisitions/ divestitures (2)		2023			2022			% Change		(Favorable)/Unfavorable		Revenue Growth (1)		(Favorable)/Unfavorable		Excluding Acquisitions/Divestitures (2)
Vistaprint	$	428,908		$	380,821		13%	(4)%	9%	—%	9%
Upload and Print	192,527			152,388			26%	(10)%	16%	—%	16%
Vista												Vista	$	396,642		$	349,216		14%		2%		16%		—%		16%
PrintBrothers												PrintBrothers	139,569			119,960			16%		5%		21%		1%		22%
The Print Group												The Print Group	85,504			75,361			13%		6%		19%		—%		19%
National Pen	126,098			—			100%	—%	100%	(100)%	—%	National Pen	81,113			72,243			12%		3%		15%		—%		15%
All Other Businesses ~~(3)~~	20,994			45,049			(53)%	—%	(53)%	77%	24%	49,037			48,486			1%		—%		1%		—%		1%
Inter-segment eliminations	(6,473		)	(1,407		)						Inter-segment eliminations	(9,701)			(7,854)
Total revenue	$	762,054		$	576,851		32%	(5)%	27%	(16)%	11%	Total revenue	$	742,164		$	657,412		13%		3%		16%		—%		16%


In thousands	Nine Months Ended March 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
	2023		2022		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
Vista	$	1,203,747	$	1,146,810	5%	4%	9%	(1)%	8%
PrintBrothers	420,866		383,011		10%	12%	22%	(1)%	21%
The Print Group	251,663		238,311		6%	11%	17%	—%	17%
National Pen	283,400		266,224		6%	6%	12%	—%	12%
All Other Businesses	160,862		154,076		4%	—%	4%	—%	4%
Inter-segment eliminations	(29,757)		(23,705)
Total revenue	$	2,290,781	$	2,164,727	6%	6%	12%	(1)%	11%

In thousands Six Months Ended December 31, Currency
Impact: Constant-
Currency Impact of Acquisitions/ Divestitures: Constant- Currency revenue growth
2017 2016 %
Change (Favorable)/Unfavorable Revenue Growth (1) (Favorable)/Unfavorable Excluding acquisitions (2)
Vistaprint $ 747,951
$ 667,356
12% (2)% 10% —% 10%
Upload and Print 352,917
284,345
24% (8)% 16% —% 16%
National Pen 185,815
—
100% —% 100% (100)% —%
All Other Businesses (3) 49,048
71,383
(31)% (1)% (32)% 63% 31%
Inter-segment eliminations (10,393 ) (2,520 )
Total revenue $ 1,325,338
$ 1,020,564
30% (4)% 26% (15)% 11%

_________________

(1) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(2) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Revenue from our fiscal 2017 acquisitions is excluded from fiscal 2018 revenue growth for quarters with no comparable year-over-year revenue. For example, revenue from National Pen, which we acquired on December 30, 2016 in Q2 2017, is excluded from Q1 and Q2 2018 revenue growth since there are no full quarter results in the comparable period, but revenue will be included for Q3, and Q4 2018 revenue growth. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(3) The All Other Businesses segment includes the revenue of the Albumprinter business until the sale completion date of August 31, 2017. Constant currency revenue growth excluding acquisitions/divestitures, excludes the revenue results for Albumprinter through the divestiture date.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to and not a substitute for our reported financial results prepared in accordance with GAAP.

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture ~~our~~their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products and other related costs of products weour businesses sell. ~~Cost~~


In thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2023			2022			2023			2022
Cost of revenue	$	394,908		$	347,452		$	1,228,036		$	1,110,378
% of revenue	53.2		%	52.9		%	53.6		%	51.3		%

For the three and nine months ended March 31, 2023, cost of revenue increased by $47.5 million and $117.7 million, respectively, as ~~a percent of revenue decreased during the three months ended December 31, 2017,~~ compared to the prior year ~~period,~~periods, primarily due to the ~~non-recurrence~~continued effects of global supply chain challenges that resulted in increased costs for product substrates like paper, production ~~inefficiencies that occurred in~~materials like aluminum plates, freight and shipping charges, and energy costs, as well as additional variable cost increases driven by the ~~second~~constant-currency revenue growth described above. Although input costs were higher year over year during the third quarter of fiscal ~~2017, as well as~~2023, we started to see some easing across many product substrates, and we began to pass the ~~addition~~anniversary of ~~National Pen which has~~input cost increases, so the year-over-year impact lessened. Compensation costs were also higher due to the combination of a ~~higher gross margin than our consolidated gross margin percentage. These items are partially offset by~~more competitive labor market and the ~~divestiture~~inflationary environment in many jurisdictions where we operate.

The overall impact of ~~our Albumprinter business~~increased costs, net of pricing increases and ~~growth of our Upload and Print businesses which have~~manufacturing efficiencies, was minimal in the current quarter, though still a ~~lower gross margin than our consolidated gross margin percentage.~~

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Cost of revenue $ 360,285
$ 276,366
$ 644,040
$ 489,416
% of revenue 47.3 % 47.9 % 48.6 % 48.0 %

~~For~~negative year-over-year impact for the ~~three and six~~nine months ended ~~December~~March 31, 2017, we recognized $51.5 million and $77.3 million, respectively, of additional costs from our National Pen acquisition that were not included in the prior comparable periods. For our Vistaprint business, cost of revenue increased by $14.6 million and $40.5 million, respectively, primarily due to increased production volume during our seasonally strong second quarter and from our newer product lines, partially offset by the non-recurrence of production inefficiencies in the prior periods. Cost of revenue for our Upload and Print businesses increased by$29.1 million and $50.9 million, respectively, primarily driven by revenue growth in our Exagroup, Pixartprinting, Printdeal and WIRmachenDRUCK businesses, as well as unfavorable currency impacts. These increases were partially offset by a decrease in cost of revenue of $11.4 million and $15.0 million, respectively, resulting from the sale of our Albumprinter business which was completed during the first quarter of fiscal 2018.2023.

Consolidated Operating Expenses

The following table summarizes our comparative operating expenses for the following periods:


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Technology and development expense (1)	$	78,287		$	75,291		4%	$	230,485		$	212,835		8%
% of revenue	10.5		%	11.5		%		10.1		%	9.8		%
Marketing and selling expense (1)	$	187,234		$	194,618		(4)%	$	593,312		$	577,931		3%
% of revenue	25.2		%	29.6		%		25.9		%	26.7		%
General and administrative expense (1)	$	52,578		$	50,888		3%	$	156,441		$	144,162		9%
% of revenue	7.1		%	7.7		%		6.8		%	6.7		%
Amortization of acquired intangible assets	$	11,239		$	14,180		(21)%	$	35,951		$	41,520		(13)%
% of revenue	1.5		%	2.2		%		1.6		%	1.9		%
Restructuring expense (2)	$	30,115		$	3,420		781%	$	43,142		$	3,418		(1,162)%
% of revenue	4.1		%	0.5		%		1.9		%	0.2		%

_____________________

(1) As a result of the March 2023 cost reduction action described above, we expect to realize cost savings in future periods. The cost savings benefit during the current period was not material.

(2) Refer to Note 13 in our accompanying consolidated financial statements for additional details relating to restructuring expense.

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 vs. 2016 2017 2016 2017 vs. 2016
Technology and development expense $ 59,228
$ 56,282
5 % $ 121,331
$ 115,292
5 %
% of revenue 7.8 % 9.8 % 9.2 % 11.3 %
Marketing and selling expense $ 200,785
$ 151,358
33 % $ 366,878
$ 284,026
29 %
% of revenue 26.3 % 26.2 % 27.7 % 27.8 %
General and administrative expense $ 44,988
$ 48,161
(7 )% $ 83,766
$ 104,741
(20 )%
% of revenue 5.9 % 8.3 %

6.3 % 10.3 %
Amortization of acquired intangible assets $ 12,558
$ 9,879
27 % $ 25,191
$ 20,092
25 %
% of revenue 1.6 % 1.7 %

1.9 % 2.0 %
Restructuring expense $ 11,501
$ 1,100
946 % $ 12,355
$ 1,100
1,023 %
% of revenue 1.5 % 0.2 %

0.9 % 0.1 %
(Gain) on sale of subsidiaries $ —

$ —
— % $ (47,545 ) $ —
(100 )%
% of revenue — %
— %

(3.6 )% — %

Technology and development expense

Technology and development expense consists primarily of payroll and related expenses for ~~our~~ employees engaged in software and manufacturing engineering, information technology operations and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, ~~legal settlements in connection with patent-related claims,~~ and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.

~~The growth in our technology~~Technology and development expenses ~~of $2.9~~increased by $3.0 million and ~~$6.0~~$17.7 million for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023, respectively, as compared to the ~~prior comparative periods was~~prior-year periods. This increase is primarily driven by increased volume-related third-party technology costs due in part to higher customer demand. In addition, compensation costs increased year-over-year by $0.5 million and $4.4 million for the three and nine months ended March 31, 2023, respectively, due to increases from our ~~fiscal 2017 acquisition of National Pen, which resulted in $3.3 million~~inflation-adjusted annual merit cycle and ~~$6.5 million of additional expense in the current periods, respectively, without any~~market adjustments. Other operating costs ~~in the prior comparable periods. We also recognized additional costs primarily related~~increased due to ~~technology enhancements intended to enable rapid product introduction~~higher travel and improved connection points to the mass customization platform of $1.8 million and $3.1 million, respectively, as well as increased depreciation expense of $1.3 million and $2.3 million, respectively, related to past investments in infrastructure-related assets.training costs. These increases were partially offset by ~~a decrease in costs of $2.7 million and $4.0 million, respectively,~~cost savings resulting from ~~the divestiture of our Albumprinter business which was completed during the first~~

~~quarter of fiscal 2018. Other technology and development costs decreased by $0.8 million and $1.9 million, respectively, due to cost savings realized as a result of our January 2017~~recent restructuring ~~initiative.~~actions that reduced headcount.

Marketing and selling expense

Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our ~~Vistaprint~~Vista, National Pen and ~~National Pen~~BuildASign businesses have higher marketing and selling costs ~~structures,~~as a percentage of revenue as compared to our ~~Upload~~PrintBrothers and The Print ~~businesses.~~Group businesses due to differences in the customers that they serve.

~~Our~~For the three and nine months ended March 31, 2023, marketing and selling expenses decreased by $7.4 million and increased by ~~$49.4~~$15.4 million, ~~and $82.9 million during the three and six months ended December 31, 2017~~, respectively, as compared to the ~~prior comparative~~prior-year periods. The ~~increase is primarily due to the addition of National Pen which incurred $46.2 million and $70.1 million of marketing and selling expense during~~decrease for the three ~~and six~~ months ended ~~December~~March 31, ~~2017, respectively~~,2023 was primarily ~~for direct-mail advertising and telesales~~driven by lower costs ~~that were not~~ in our ~~prior comparable periods. In addition,~~Vista business of $11.7 million, due in part to lower advertising ~~expenses for the remaining businesses increased by $10.6 million and $16.8 million, respectively, which is primarily a result of additional advertising spend in the Vistaprint business.~~spend. These ~~increases~~decreases were partially offset by ~~a decrease~~increased advertising spend collectively across all our other businesses of $4.9 million.

The increased spend for the nine months ended March 31, 2023 was due to higher advertising spend of $26.6 million across Cimpress (including increases in ~~costs of $9.0 million~~mid- and ~~$10.3 million, respectively, resulting from the sale of our Albumprinter business~~upper-funnel spend, partially offset by lower performance advertising in Vista during the first ~~quarter~~half of the current fiscal ~~2018.~~year), partially offset by lower compensation costs in Vista year over year.

General and administrative expense

General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources and procurement.

~~During~~For the three and ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2023, general and administrative expenses ~~decreased~~increased by ~~$3.2~~$1.7 million and ~~$21.0~~$12.3 million, respectively, ~~due~~as compared to ~~a decrease in acquisition-related charges~~the prior-year periods. Compensation costs increased year over year from higher headcount and the impacts of ~~$5.4~~our inflation-adjusted annual merit cycle. Other cost increases included higher travel and training costs and consulting spend.

For the nine months ended March 31, 2023, we recognized an additional $2.2 million ~~and $24.6 million, respectively, primarily~~of expense related to the ~~WIRmachenDRUCK earn-out. Payroll and~~termination of one of our leased office locations as we continue to optimize our office footprint with many of our team members operating under a remote-first model. These increases were partially offset by lower share-based compensation expense ~~decreased by $1.2 million and $3.4 million, respectively, primarily~~ due to ~~compensation-related cost savings realized~~forfeitures from our ~~January 2017~~recent restructuring initiative and partially offset by additional costs of $4.3 million for certain equity awards granted in the first quarter of fiscal 2018 that are subject to performance vesting conditions that we have deemed to be probable of achievement. During the quarter we recognized decreased professional fees of $1.2 million,actions, as well as favorability due to ~~transaction~~different timing of expense from our granting of RSUs and options for most employees during the current year, as compared to PSUs in prior years.

Restructuring expense

Restructuring costs ~~associated with our National Pen acquisition in the prior comparative period.~~ 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.

For the three and ~~six~~nine months ended ~~December~~March 31, ~~2017, we also had lower travel, training and recruitment costs.~~

~~These decreases were partially offset by an additional $7.5 millionand$13.2 million, respectively, of expense from our National Pen business which has no expense in the comparable prior periods.~~

~~Amortization of acquired intangible assets~~

Amortization of acquired intangible assets consists of amortization expense associated with separately identifiable intangible assets capitalized as part of our acquisitions, including customer relationships, trade names, developed technologies, print networks, and customer and referral networks.

~~Amortization of acquired intangible assets~~2023, restructuring expenses increased by ~~$2.7~~$26.7 million and ~~$5.1~~$39.7 million, respectively, ~~during the three and six months ended December 31, 2017,~~ as compared to the ~~three and six months ended December 31, 2016, primarily due to amortization for our fiscal 2017 acquisition of National Pen.~~

~~Restructuring expense~~

~~Restructuring expense consists~~prior-year periods. This increase is largely driven by $29.5 million of costs ~~directly incurred as a result of restructuring initiatives, inclusive of employee-related termination costs, third party professional fees, facility exit~~recognized in the current quarter related to the previously described action taken in our Vista business and central teams during March 2023 that were intended to reduce costs and ~~write-off of abandoned assets.~~

~~During~~support expanded profitability, reduced leverage, and increased speed, focus and accountability. The remaining increase relates to other actions announced earlier in the ~~three~~year to prioritize our investments and ~~six months ended December 31, 2017, we recognized restructuring expense of $11.5 millionand$12.4 million, respectively, primarily for employee-related termination benefits. The restructuring expense during~~exit the ~~current periods relates primarily to the reorganization of our Vistaprint business that we~~

~~announced in November 2017, which resulted in a reduction in headcount~~Japanese and ~~other operating costs.~~Chinese markets. Refer to Note 1413 in the accompanying consolidated financial statements for additional ~~details regarding the reorganization.~~

The restructuring costs of $1.1 million recognized in each of the three and six months ended December 31, 2016 was related to our January 2017 restructuring initiative that we completed during the prior year.

~~Gain on sale of subsidiaries~~

During the six months ended December 31, 2017, we recognized a gain on the sale of our Albumprinter business of $47.5 million, net of transaction costs. The amount of our gain on the sale of Albumprinter was impacted by the partial allocation of goodwill to our Vistaprint business in past periods, as well as minimal carrying value of Albumprinter's acquired intangible assets at the time of the sale and currency impacts. Refer to Note 2 in the accompanying consolidated financial statements for additional details.

Other Consolidated Results

Other ~~(expense)~~ income, net

Other ~~(expense)~~ income, net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging ~~program~~programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we ~~decided to~~ execute certain currency derivative contracts that do not qualify for hedge accounting.

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

In thousands
Three Months Ended December 31,
Six Months Ended December 31,
2017
2016
2017
2016
(Losses) gains on derivatives not designated as hedging instruments $ (1,752 )
$ 13,477

$ (10,001 )
$ 13,554
Currency-related (losses) gains, net (6,449 )
14,988

(14,652 )
12,022
Other gains 469

2,084

609

2,841
Total other (expense) income, net $ (7,732 )
$ 30,549

$ (24,044 )
$ 28,417


In thousands	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
(Losses) gains on derivatives not designated as hedging instruments	$	(2,428)	$	11,210	$	2,021	$	31,017
Currency-related gains (losses), net	4,187		(672)		10,217		5,202
Other (losses) gains	(382)		1,783		(856)		2,111
Total other income, net	$	1,377	$	12,321	$	11,382	$	38,330

During the three and six months ended December 31, 2017, we recognized net losses of $7.7 million and $24.0 million, respectively, as compared to net gains of $30.5 million and $28.4 million, respectively, during the prior comparable periods. The decrease in other ~~(expense)~~ income, net iswas primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging ~~instruments.~~instruments, of which our Euro and British Pound contracts are the most significant exposures that we economically hedge. We expect volatility to continue in future periods, as we do not ~~currently~~ apply hedge accounting for most of our derivative currency contracts.

We ~~also~~ experienced currency-related ~~losses~~net gains due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. The impact of certain cross-currency swap contracts designated as cash flow hedges is included in our currency-related ~~(losses)~~ gains, net, offsetting the impact of certain non-functional currency intercompany relationships.

In addition, during the three and six months ended December 31, 2017, we recognized other gains, which related primarily to insurance recoveries. The gains in the prior comparable periods consisted primarily of gains related to the sale of marketable securities.

Interest expense, net

Interest expense, net primarily consists of interest paid on outstanding debt balances, amortization of debt issuance costs, debt discounts, interest related to ~~capital~~finance lease obligations and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts.

~~Interest expense, net was$12.5 million and $25.6 million for the three and six months ended December 31, 2017, respectively, compared~~ In addition, accretion adjustments related to ~~$9.6 million and $19.5 million for the three and six months ended December 31,~~

~~2016, respectively. We expect~~our mandatorily redeemable noncontrolling interests are recognized in interest expense, to be higher this year relative to historical trends as a result of increased borrowing levels expected on our senior secured credit facility which was expanded in July 2017, increased capital lease obligations for machinery and equipment, and higher interest rates.net. Refer to Note 87 in the accompanying consolidated financial statements for additional ~~details regarding~~details.

Interest expense, net increased by $6.3 million and $8.6 million during the ~~credit facility amendment.~~three and nine months ended March 31, 2023, respectively, as compared to the prior-year periods, primarily due to a higher weighted-average interest rate (net of interest rate swaps) driving the majority of the interest expense increases, partially offset by an increase in interest income earned on our cash and marketable securities of $2.2 million and $5.8 million, respectively. In addition, we recognized accretion adjustments of $1.2 million and $3.3 millionduring the three and

nine months ended March 31, 2023, respectively, for our mandatorily redeemable noncontrolling interests, which did not occur in the prior periods.

Income tax expense


In thousands	Three Months Ended March 31,						Nine Months Ended March 31,
	2023			2022			2023			2022
Income tax expense	$	8,475		$	29,529		$	143,969		$	56,208
Effective tax rate	(20.5)		%	(73.2)		%	(208.3)		%	149.9		%

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
Income tax expense $ 21,825
$ 19,601
$ 15,638
$ 9,787
Effective tax rate 41.6 % 35.9 % 22.4 % 66.2 %

~~Income tax~~Tax expense decreased for ~~the three and six months ended December 31, 2017 was higher than the same prior year periods primarily due to an increase in tax expense of $4.7 million related to U.S. tax reform recognized in~~ the three months ended ~~December~~March 31, ~~2017, as described below. Additionally, during~~2023 versus the three and six months ended December 31, 2017, we recognized tax benefits of $1.0 million and $1.5 million, respectively, from share based compensation as compared to $0.4 million and $4.6 million for theprior comparable ~~prior periods. Excluding the effect of these discrete tax items, we are forecasting a more favorable consolidated annual effective tax rate for fiscal 2018 as compared to fiscal 2017 primarily~~period due to higher forecasted full year pre-tax income as well as a more favorable geographical mix of consolidated earnings. In addition, our effective tax rate is negatively impacted by losses in certain jurisdictions where we are unable to recognize a full tax benefit in the ~~current period.~~

On December 22, 2017, the Tax Cuts and Jobs Act ("The Act") was signed into law, resulting in significant changes to U.S. tax law for corporations. One of the most significant changes is a reduction in the federal corporate tax rate from 35% to 21%, effective January 1, 2018. Since the effective date of the tax rate change is in the middle of our fiscal year, we are required to use a blended U.S. federal tax rate of 28% for fiscal 2018. As a result of the change in tax rate, we recognized an increase to our GAAP tax expense of $4.7 million related to the remeasurement of netpartial valuation allowance on Swiss deferred tax assets of $29.6 million recorded during the three months ended ~~December~~March 31, ~~2017. The reduction in our net~~2022. Tax expense increased for the nine months ended March 31, 2023 versus the prior comparable period due to the full valuation allowance on Swiss deferred tax assets ~~reduces~~of $116.7 million recorded during the future cash tax benefit on existing timing differences as of the date of enactment; however, we will also benefit from a reduced tax rate that will apply to future taxable earnings. Overall, we expect our future U.S. cash taxes to be lower based solely on the reduction in the U.S. federal tax rate to 21%. For context, had the new tax law been effective as of the beginning of fiscal 2018, rather than as of January 1, 2018, the annualized impact of the U.S. federal tax rate reduction alone on our cash taxes (excluding the impact of other tax reform items) would have been approximately $2 million. The expected future impact of tax reform on our U.S. cash taxes is based upon our interpretation of The Act. The final impact of The Act on our tax balances may change due to the issuance of additional guidance, changes in our interpretations of The Act, changes in assumptions made by Cimpress, and actions Cimpress may take as a result of The Act. We will continue to review and assess the potential impact of any new information on our financial statement positions.nine months ended March 31, 2023.

We expect certain other aspects of the tax reform will impact Cimpress in fiscal 2018 and beyond, including the beneficial impact of immediate expensing of certain qualified capital expenditures in the U.S., unfavorable changes to, and limitations on, the deductibility of meals and entertainment expense, and unfavorable changes to the deductibility of executive compensation. Most notably, we expect changes in the deductibility of “performance based” executive compensation to impact Cimpress negatively in the longer term. Historically, certain compensation awards issued to our top executives, such as stock options, were considered "performance based" as defined under Section 162(m) of the Internal Revenue Code and, therefore, were not subject to the annual $1 million deduction limitation per individual, as defined under prior law. The new law eliminates the "performance-based" exception for these types of awards to the extent they are not "grandfathered" in and granted under a written binding agreement in effect on November 2, 2017. Prior to this change, Cimpress had not been limited on the deductibility of “performance based” awards, which resulted in sizable cash and GAAP tax benefits in past years. We believe that most of the share-based compensation awards to date meet the "grandfather" requirement and will not be subject to the annual $1 million deduction limitation. However, future equity awards to our named executive officers may no longer be fully deductible upon vest or exercise over the long term. This will negatively impact our GAAP and cash taxes in the year of vest or exercise. As an example, performance share units (PSUs) granted to named executive officers under our current PSU plan that are subject to this limitation will vest no earlier than fiscal 2024 and may be subject to limited deductibility for U.S. tax purposes in that year.

We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. ~~See~~Refer to Note 9 in our accompanying consolidated financial statements for additional discussion.

Reportable Segment Results

Our segment financial performance is measured based on segment ~~profit (loss)~~EBITDA, which ~~excludes~~is defined as operating income plus depreciation and amortization; plus proceeds from insurance; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain ~~non-operational items including acquisition-related expenses,~~impairments; plus restructuring related charges; less gain on purchase or sale of subsidiaries.

Vista

During the fourth quarter of fiscal year 2022, we revised our internal reporting to reallocate certain ~~impairments~~third-party technology costs that were previously held within our Central and ~~restructuring charges.~~corporate costs to our Vista business and reportable segment. These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business. We revised our presentation of all prior periods presented to reflect our updated segment reporting, which decreased both Vista segment EBITDA and Central and corporate costs by $1.9 million and $4.9 million, respectively, for the three and nine months ended March 31, 2023.

~~Vistaprint~~


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	396,642		$	349,216		14%	$	1,203,747		$	1,146,810		5%
Segment EBITDA	60,392			25,534			137%	146,286			183,220			(20)%
% of revenue	15		%	7		%		12		%	16		%

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 vs. 2016 2017 2016 2017 vs. 2016
Reported Revenue $ 428,908

$ 380,821
13 % $ 747,951

$ 667,356
12 %
Segment Profit 99,049

67,016
48 % 129,944

92,288
41 %
% of revenue 23 % 18 % 17 % 14 %

Segment Revenue

~~Vistaprint's~~Vista's reported revenue growth for the three and nine months ended March 31, 2023 was ~~positively~~negatively affected by a currency impact of 2% and 4%, respectively. Vista's organic constant-currency revenue growth was 16% and 8%, respectively, for the three and nine months ended March 31, 2023. Constant-currency revenue growth was driven by new customer count and new customer bookings growth across all major markets, as well as increased repeat customer bookings. From a product perspective, the strongest growth was in the promotional products, apparel and gifts (PPAG) category, as well as business cards, marketing materials, packaging and signage. For the three and nine months ended March 31, 2023, holiday cards and invitations and announcements declined, particularly in the U.S. market, which had a more pronounced impact during our seasonally significant second quarter. For the three and nine months ended March 31, 2023, revenue growth was negatively impacted year over year by a decline in face mask sales of $1.7 million and $10.2 million, respectively, as well as lower revenue year over year of $2.1 million and $5.4 million, respectively, due to our planned exit from the Japanese market.

Segment Profitability

For the three months ended March 31, 2023, segment EBITDA increased by $34.9 million, through a combination of factors including revenue growth described above. Gross margins were flat year over year as inflationary cost pressures began to lessen and further price increases were implemented. In addition, advertising spend decreased $4.1 million year over year, as a result of increased efficiency and a reduction in spend in non-core categories. We also continue to test a higher mix of mid- and upper-funnel advertising spend compared to lower-funnel spend, which we believe should help us improve awareness and consideration with customers and prospects with less reliance on paid search advertising. We delivered some operating expense efficiencies this quarter, although the cost reduction implemented and announced in March did not materially benefit the quarter.

For the nine months ended March 31, 2023, segment EBITDA decreased by $36.9 million, due in part to cost inflation that had a larger net impact on our results during the first half of fiscal 2023. Product mix weighed on Vista's gross margins during the first half of fiscal year 2023, when we experienced the fastest growth in product categories like PPAG that have lower gross margins although higher average order values. Changes in currency exchange rates had a negative impact during the nine months ended March 31, 2023. Vista's advertising expense increased by $19.4 million year over year, driven by higher mid- and upper funnel advertising spend, mainly during the first half of fiscal 2023. Operating expenses also increased $3.0 million due to increased growth investments made last year, which we've fully lapped during the current quarter and were starting to be offset by cost reductions implemented in March 2023.

PrintBrothers


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	139,569		$	119,960		16%	$	420,866		$	383,011		10%
Segment EBITDA	15,886			12,392			28%	50,386			47,280			7%
% of revenue	11		%	10		%		12		%	12		%

Segment Revenue

PrintBrothers' reported revenue growth for the three and nine months ended March 31, 2023 was negatively affected by currency impacts ~~during~~of 5% and 12%, respectively. When excluding the benefit from a small recent acquisition, organic constant-currency revenue growth was 22% and 21%, respectively. This strong performance was driven by growth in order volumes and price increases implemented to address inflationary cost increases.

Segment Profitability

Despite a challenging supply chain and inflationary environment, PrintBrothers' segment EBITDA for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 grew year over year, driven by the constant-currency revenue growth described above, as well as profit contribution from a business acquired in the last twelve months. Currency exchange fluctuations negatively impacted segment EBITDA year over year by $0.5 million and $4.4 million, for the three and nine months ended March 31, 2023, respectively. We continue to focus on key areas within these businesses to exploit scale advantages and improve their cost competitiveness. These businesses also continue to adopt technologies that are part of 4%our mass customization platform, which we believe will further improve customer value and 2%the efficiency of each business over the long term.

The Print Group


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	85,504		$	75,361		13%	$	251,663		$	238,311		6%
Segment EBITDA	13,589			11,923			14%	39,490			42,670			(7)%
% of revenue	16		%	16		%		16		%	18		%

Segment Revenue

The Print Group's reported revenue for the three and nine months ended March 31, 2023 was negatively affected by a currency impact of 6% and 11%, respectively, resulting in an increase to revenue on a constant-currency ~~growth~~basis of 9%19% and ~~10%. The Vistaprint constant-currency~~17%, respectively. Constant-currency revenue growth was ~~due~~largely driven by price increases that have been implemented over the past year to ~~continued~~address inflationary cost increases, as well as volume growth ~~in both repeat~~ and new customer bookings, though repeat customer bookings continue to grow faster due to higher revenue per customer and repeat rates. We also experienced growth from our seasonal holiday product offerings, which includes holiday cards, calendars and gifts.increased order fulfillment for other Cimpress businesses.

Segment Profitability

~~Vistaprint's~~The increase in The Print Group's segment ~~profit increased for~~EBITDA during the three ~~and six~~ months ended ~~December~~March 31, ~~2017~~2023, as compared to the prior ~~periods, driven by operating expense savings as a result of our January and November 2017 restructuring initiatives. We also recognized incremental gross profits,~~year, was driven by the revenue growth described above, as well as gross margin improvements due to lower shipping costs and benefits from a higher mix of insourced order production. The decrease in The Print Group's segment EBITDA during the ~~non-recurrence of production inefficiencies in~~nine months ended March 31, 2023 as compared to the prior ~~periods~~year was largely due to higher input costs that are impacted by supply chain disruptions and ~~profit gains in some~~higher shipping and energy costs, which had a larger impact during the first half of ~~our newer product lines as we have begun optimization efforts to improve pricing~~fiscal 2023. For the three and ~~operational performance. In~~nine months ended March 31, 2023, currency exchange fluctuations negatively impacted segment EBITDA year over year by $0.6 million and $4.4 million, respectively.

National Pen


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	81,113		$	72,243		12%	$	283,400		$	266,224		6%
Segment EBITDA	(3,336)			(898)			(271)%	20,150			22,653			(11)%
% of revenue	(4)		%	(1)		%		7		%	9		%

SegmentRevenue

For the ~~current periods, Vistaprint's segment profit~~three and nine months ended March 31, 2023, National Pen's revenue growth was ~~positively influenced~~negatively affected by currency ~~movements. These~~impacts of 3% and 6%, respectively, resulting in constant-currency revenue growth of 15% and 12%, respectively. Constant-currency revenue growth was driven by price increases ~~were partially offset~~that have been implemented over the past year to address inflationary cost increases, as well as volume growth in new product categories that include bags and drinkware. Year-over-year revenue growth was negatively impacted by our planned exit from the ~~timing~~Japanese market by approximately $2.6 million and $9.9 million for the three and nine months ended March 31, 2023, respectively, as well as the decline in face mask sales by approximately $1.2 million and $8.5 million, respectively.

Segment Profitability

The decrease in National Pen's segment EBITDA for the three and nine months ended March 31, 2023 was driven by negative currency impacts of ~~our prior year roll-out of planned investments in shipping price reductions which in the U.S. market did not occur until~~$1.1 million and $6.5 million, respectively. During the third quarter of fiscal ~~2017, but~~2023, segment EBITDA was negatively impacted by contribution margin compression due to increased ad spend across direct mail and web channels, as well as unfavorable product mix shifts to newer product introductions. In addition, operating expenses increased due to higher tech spend and customer service costs driven by higher sales volumes. For the nine months ended March 31, 2023, segment EBITDA benefited from lower advertising spend during the first half of the year, as well as less pronounced impacts from product mix shifts during that same period.

All Other Businesses


In thousands	Three Months Ended March 31,							Nine Months Ended March 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	49,037		$	48,486		1%	$	160,862		$	154,076		4%
Segment EBITDA	5,036			6,044			(17)%	16,620			17,199			(3)%
% of revenue	10		%	12		%		10		%	11		%

This segment consists of BuildASign, which is a larger and profitable business, and Printi, an early-stage business that we have ~~impacted~~managed at a relatively modest operating loss as previously described and planned. This segment also included results from our ~~current year profits.~~

~~Upload and Print~~

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 vs. 2016 2017 2016 2017 vs. 2016
Reported Revenue $ 192,527
$ 152,388
26 % $ 352,917
$ 284,345
24 %
Segment Profit 22,470
16,798
34 % 37,238
30,249
23 %
% of revenue 12 %
11 % 11 % 11 %
recently divested YSD business that was completed during the third quarter of fiscal 2023.

Segment Revenue

~~The reported~~All Other Businesses' constant-currency revenue growth was 1% and 4% during the three and nine months ended March 31, 2023, respectively. BuildASign generates the majority of ~~26%~~revenue in this segment, and ~~24%, respectively,~~for the three months ended March 31, 2023 revenue was flat year over year and grew for the nine months ended March 31, 2023, with mixed performance by product line. Printi delivered solid revenue growth across product lines and channels due to price increases implemented over the past year.

Segment Profitability

The decrease in segment EBITDA for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017 was positively affected by currency impacts of 10% and 8%, resulting in constant-currency growth of 16% in both periods. The Upload and Print constant-currency revenue growth~~2023 as compared to the prior comparative periods, was primarily due to lower gross margins driven by ~~continued growth from~~higher input costs that had a larger impact on BuildASign's home decor products, including increased labor and marketing costs.

During the fourth quarter of fiscal year 2022, we decided to divest our ~~Exagroup, Pixartprinting, Printdeal~~small, loss-making business in China (YSD), which is reported as part of this segment. Our loss was lower this quarter due to the decreased operating expenses as we prepared to divest the business, which was completed in early January 2023.

Central and ~~WIRmachenDRUCK businesses. Each~~Corporate Costs

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as security; administrative costs of our ~~other Upload~~Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and ~~Print businesses continue~~corporate functions including our Board of Directors, CEO, and the teams managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs.

During the fourth quarter of fiscal year 2022, we revised our internal reporting to ~~grow at varying rates.~~reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business. We have revised our presentation of all prior periods presented to reflect our revised segment reporting. Refer to Note 11 in our accompanying consolidated financial statements for additional details.

~~Segment Profitability~~

~~The increase in segment profit for~~Central and corporate costs decreased by $1.6 million and $2.1 million during the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023, respectively, as compared to the prior periods, ~~was primarily~~driven by favorability from unallocated share-based compensation due to ~~incremental gross profits, driven by~~changes in the ~~revenue growth described above,~~mix of equity instruments and ~~operating expense efficiencies in several businesses. The gross profit increases~~forfeitures from recent cost reduction actions. These decreases were partially offset by ~~planned investments, relating primarily to technology enhancements intended to enable rapid new product introduction and improved connection points to the mass customization platform.~~

~~National Pen~~

In thousands Three Months Ended December 31,
Six Months Ended December 31,
2017
2016
2017 vs. 2016
2017
2016 2017 vs. 2016
Reported Revenue $ 126,098
n/a n/a $ 185,815
n/a n/a
Segment Profit 17,645
n/a n/a 18,830
n/a n/a
% of revenue 14 % n/a 10 % n/a

~~Segment Revenue and Profitability~~

As we acquired National Pen on December 30, 2016 there are no comparative operating results presented. For the three and six months ended December 31, 2017 reported revenue was $126.1 million and $185.8 million, respectively, and segment profit was $17.6 million and ~~$18.8 million, respectively. The National Pen business is highly seasonal and we expect National Pen's second quarter to include the majority of their fiscal 2018 profits.~~

~~All Other Businesses~~

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 vs. 2016 2017 2016 2017 vs. 2016
Reported Revenue $ 20,994
$ 45,049
(53 )% $ 49,048
$ 71,383
(31 )%
Segment Loss (8,566 ) (2,107 ) (307 )% (16,117 ) (11,859 ) (36 )%
% of revenue (41 )% (5 )% (33 )% (17 )%

~~Segment Revenue~~

~~The All Other Businesses segment's revenue decline was negatively impacted by the divestiture~~compensation increases as a result of our ~~Albumprinter business, which we completed on August 31, 2017. Our constant-currency growth, excluding the impacts of our Albumprinter business, was 24%~~inflation-adjusted annual merit cycle and ~~31%, respectively, driven by continued growth in our Most of World businesses, as well as growth in our Corporate Solutions business.~~

~~Segment Profitability~~

The increase in segment loss for the three and six months ended December 31, 2017 as compared to the prior periods is primarily due to our first quarter fiscal 2018 divestiture of our Albumprinter business, as well as additional investments in our Corporate Solutions business.

Corporate Solutions continues to build foundations for new growth opportunities and remains early in this process. Our multiple Most of World businesses also continue to grow strongly, but each off small bases. Our objective for each of these young businesses remains the same: to build foundations in large and potentially long-term attractive markets. In all of these businesses we continue to operate at a significant operating loss as previously described and as planned, and we expect to continue to do so in the next several years.

volume-related technology costs.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows ~~Data:~~Data


In thousands	Nine Months Ended March 31,
		2023		2022
Net cash provided by operating activities		$	68,474	$	131,716
Net cash used in investing activities		(108,351)		(48,627)
Net cash used in financing activities		(125,766)		(98,746)

In thousands
Six Months Ended December 31,
2017 2016
Net cash provided by operating activities $ 176,742
$ 114,659
Net cash provided by (used in) investing activities 35,934
(254,701 )
Net cash (used in) provided by financing activities (213,741 ) 116,255

At ~~December 31, 2017~~, we had $40.1 million of cash and cash equivalents and $708.6 million of outstanding debt, excluding debt issuance costs and debt discounts. We expect cash and cash equivalents and outstanding debt levels to fluctuate over time depending on our working capital needs, as well as our organic investment, share repurchase and acquisition activity. The cash flows during the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 related primarily to the following items:

Cash inflows:

~~Net income of $54.0 million~~

•Adjustments for non-cash items of ~~$69.9~~$309.7 million primarily related to ~~positive~~ adjustments for depreciation and amortization of ~~$83.7~~$121.6 million, deferred taxes of $116.0 million, share-based compensation costs of ~~$20.2~~$31.4 million, and unrealized currency-related losses of ~~$17.8~~$25.5 million.

Cash outflows:

•Net loss of $213.1 million

•Exercise of PrintBrothers' and BuildASign minority equity interest holders' put options for $95.6 million; refer to Note 10 in the ~~change~~accompanying consolidated financial statements for additional details

•Total net working capital impacts of ~~our contingent earn-out liability~~$28.1 million were a use of ~~$1.8 million~~cash, primarily due to timing impacts from unfavorable changes to accounts payable, partially offset by ~~negative adjustments for our gain on the sale of our Albumprinter business of $47.5 million and non-cash tax related items of $6.9 million~~

~~Proceeds~~an inflow from ~~the sale of our Albumprinter business of $93.8 million, net of transaction costs~~

~~Changes in operating asset and liability balances of $52.8 million primarily~~accrued expenses driven by an increase in ~~accounts payable~~restructuring-related accruals of $15.3 million. Refer to Note 13 in the accompanying consolidated financial statements for additional details.

•Internal and ~~accrued expenses and increased seasonal volume for marketing, third-party production and shipping costs that have not yet been paid~~

~~Proceeds from the sale of a noncontrolling interest related to our WIRmachenDRUCK business of $35.4 million~~

~~Proceeds from the issuance of ordinary shares from the exercise of share options of $9.0 million~~

~~Cash outflows:~~

~~Payments of debt and debt issuance~~external costs of ~~$179.4~~$44.2 million ~~net of proceeds~~for software and website development that we have capitalized

~~Purchases of our ordinary shares of $55.1 million~~

•Capital expenditures of ~~$38.7~~$37.5 million of which ~~$10.7 million were~~the majority related to the purchase of manufacturing and automation equipment for our production facilities ~~$6.7~~

•Purchase of held-to-maturity securities for $23.9 million, ~~were related to the purchase~~net of ~~land, facilities and leasehold improvements, and $21.3~~maturities

•Repayments of debt, net of proceeds from debt, for $9.7 million ~~were related to computer and office equipment~~

~~Issuance of loans of $12.0 millionto two equity holders of our Printi business (refer to Note 11 for additional details)~~

~~Internal costs for software and website development that we have capitalized of $18.1 million~~

•Payments for ~~capital~~finance lease arrangements of ~~$9.5~~$6.0 million

~~Payments~~•Payment of withholding taxes in connection with share awards of ~~$2.1~~$3.8 million

•$3.7 million of distributions to noncontrolling interest holders

Additional Liquidity and Capital Resources Information. At March 31, 2023, we had $115.0 million of cash and cash equivalents, $74.8 million of marketable securities and $1,710.2 million of debt, excluding debt issuance costs and debt premiums and discounts. During the ~~three~~nine months ended ~~December~~March 31, ~~2017,~~2023, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, investments, operating cash flow and borrowings under our debt ~~financing.~~ arrangements.

In light of our recently implemented cost savings measures and our expectation of continued profitability expansion and cash flow generation, we expect our liquidity to increase in the fourth quarter of fiscal year 2023 and in fiscal year 2024. We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. We remain committed to reducing our net leverage through a combination of increased profits and lower net debt in line with the detailed plan we outlined in our investor update on March 24, 2023. Therefore, through fiscal year 2024 we expect capital allocation beyond current levels of organic investment to favor net debt reduction, which could include repurchases of our 7.0% Senior Notes due 2026.

Indefinitely Reinvested Earnings. As of ~~December~~March 31, ~~2017,~~2023, a ~~significant~~ portion of our cash and cash equivalents were held by our

subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were ~~$29.9~~$53.7 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

~~Debt. On July 13, 2017, we executed an amendment to our senior~~

Contractual Obligations

Contractual obligations at March 31, 2023 are as follows:


In thousands	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases, net of subleases (1)	$	80,970	$	23,915	$	29,538	$	7,936	$	19,581
Purchase commitments	205,974		130,133		74,924		917		—
Senior unsecured notes and interest payments	747,000		42,000		84,000		621,000		—
Senior secured credit facility and interest payments (2)	1,497,863		89,310		181,419		170,739		1,056,395
Other debt	7,678		2,977		4,127		574		—
Finance leases, net of subleases (1)	32,256		6,117		9,085		3,168		13,886

Total (3)	$	2,571,741	$	294,452	$	383,093	$	804,334	$	1,089,862

___________________

(1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above.

(2) Senior secured credit facility ~~that, among other things, expanded~~and interest payments include the ~~total capacity to $1,045.0 million, which includes $745.0 million~~effects of revolving loans and $300.0 million of term loans. We expect to use our expanded credit facility to fund investments intended to support our long-term growth strategy. Refer to Note 8 in the accompanying consolidated financial statements for additional details.

As of December 31, 2017, we had aggregate loan commitments from our senior secured credit facility totaling $1,037.5 million. The loan commitments consisted of revolving loans of $745.0 million and term loans of $292.5 million. We have other financial obligations that constitute additional indebtedness based on the definitions within the credit facility. As of December 31, 2017, the amount available for borrowing under our senior secured credit facility was as follows:

In thousands December 31, 2017
Maximum aggregate available for borrowing $ 1,037,500
Outstanding borrowings of senior secured credit facilities (425,507 )
Remaining amount 611,993
Limitations to borrowing due to debt covenants and other obligations (1) (122,233 )
Amount available for borrowing as of December 31, 2017 (2) $ 489,760

~~_________________~~

(1) The debt covenants of our senior secured credit facility limit our borrowing capacity each quarter, depending on our leverage and other indebtedness, such as notes, capital leases, letters of credit, and any other debt, as well as other factors thatinterest rate swaps, whether they are ~~outlined in the credit agreement.~~

(2) Share purchases, dividend payments, and corporate acquisitions are subject to more restrictive covenants, and therefore we may not be able to use the full amount available for borrowing for these purposes.

~~Debt Covenants. Our credit agreement contains financial and other covenants, including but not limited to the following:~~

~~(1) The credit agreement contains financial covenants calculated on a trailing twelve month, or TTM, basis that:~~

our total leverage ratio, which is the ratio of our consolidated total indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed 4.50 to 1.00, except that we may, on no more than three occasions during the term of the Credit Agreement, increase our leverage ratio to up to 4.75 for up to four consecutive fiscal quarters after a corporate acquisition that meets certain criteria.

our senior secured leverage ratio, which is the ratio of our consolidated senior secured indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed 3.25 to 1.00, except that we may, on no more than three occasions during the term of the Credit Agreement, increase our senior leverage ratio to up to 3.50 for up to four consecutive fiscal quarters after a corporate acquisition that meets certain criteria.

~~our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least 3.00 to 1.00.~~

(2) Purchases of our ordinary shares, payments of dividends, and corporate acquisitions and dispositions are subject to more restrictive consolidated leverage ratio thresholds than those listed above when calculated on a proforma basis in certain scenarios. Also, regardless of our leverage ratio, the credit agreement limits the amount of purchases of our ordinary shares, payments of dividends, corporate acquisitions and dispositions, investments in joint ventures or minority interests, and consolidated capital expenditures that we may make. These limitations can include annual limits that vary from year-to-year and aggregate limits over the term of the credit facility. Therefore, our ability to make desired investments may be limited during the term of our senior secured credit facility.

~~(3) The credit agreement also places limitations on additional indebtedness and liens that we may incur, as well as on certain intercompany activities.~~

(*) The Definitions of EBITDA, consolidated total indebtedness, and consolidated senior secured indebtedness are maintained in our credit agreement included as an exhibit to our Form 8–K filed on July 14, 2017.

The indenture under which our 7.0% senior unsecured notes due 2022 are issued contains various covenants, including covenants that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.

Our credit agreement and senior unsecured notes indenture also contain customary representations, warranties and events of default. As of December 31, 2017, we were in compliance with all financial and other covenants under the credit agreement and senior unsecured notes indenture.

~~Other debt.~~ ~~Other debt primarily consists of term loans acquired through our various acquisitions. As of December 31, 2017 we had$8.1 million outstanding for other debt payable through September 2024.~~

~~Our expectations for fiscal year 2018.~~ We believe that our available cash, cash flows generated from operations, and cash available under our committed debt financing will be sufficient to satisfy our liabilities and planned investments to support our long-term growth strategy for at least the next twelve months. We endeavor to invest large amounts of capital that we believe will generate returns that are above our weighted average cost of capital. We consider any use of cash that we expect to require more than twelve months to return our invested capitalexpected to be ~~an allocation~~payments or receipts of ~~capital. For fiscal 2018 we expect to allocate capital to the following broad categories and consider our capital to be fungible across all of these categories:~~cash.

Organic investments will continue to be made across a wide spectrum of activities. These range from large, discrete projects that we believe can provide us with materially important competitive capabilities and/or market positions over the longer term to smaller investments intended to maintain or improve our competitive position and support value-creating revenue growth.

~~Purchases of ordinary shares~~

~~Corporate acquisitions and similar investments~~

~~Reduction of debt~~

~~Contractual Obligations~~

~~Contractual obligations at~~ ~~December 31, 2017~~ ~~are as follows:~~

In thousands Payments Due by Period
Total
Less
than 1
year

1-3
years

3-5
years

More
than 5
years
Operating leases, net of subleases $ 61,739
$ 17,601
$ 25,936
$ 10,052
$ 8,150
Build-to-suit lease 102,440
12,569
25,139
24,248
40,484
Purchase commitments 63,952
40,633

23,319
—

—
Senior unsecured notes and interest payments 361,625
19,250
38,500
303,875
—
Other debt and interest payments 514,880
55,117
97,591
356,353
5,819
Capital leases 35,510
12,847
15,849
4,152
2,662
Other 55,942
51,110
4,288
544
—
Total (1) $ 1,196,088
$ 209,127
$ 230,622
$ 699,224
$ 57,115

~~___________________~~

~~(1)~~(3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of ~~$5.3~~$9.6 millionas of ~~December~~March 31, ~~2017~~2023 have been excluded from the contractual obligations table above. ~~For~~See Note 9 in our accompanying consolidated financial statements for further information on uncertain tax ~~positions, see Note 9 to the accompanying consolidated financial statements.~~positions.

Operating ~~Leases.~~Leases. We rent manufacturing facilities and office space under operating leases expiring on various dates through ~~2026. Future minimum rental payments required under our leases are an aggregate of approximately$61.7 million.~~2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $1.5 million in the ~~amount~~aggregate outstanding as of ~~$2.9 million.~~March 31, 2023.

~~Build-to-suit lease.~~ ~~Represents the cash payments for our leased facility in Waltham, Massachusetts, USA. Please refer to Note 2 in the accompanying consolidated financial statements for additional details~~.

Purchase Commitments. At ~~December~~March 31, ~~2017,~~2023, we had unrecorded commitments under contract of ~~$64.0~~$206.0 million. Purchase commitments consisted of third-party ~~web~~cloud services of ~~$25.2 million,~~$79.4 million; inventory, third-party fulfillment and digital service purchase commitments of $79.2 million; software of $16.9 million; advertising of $10.1 million; production and computer equipment purchases of ~~approximately $5.5 million, inventory purchase commitments of $5.0 million, commitments for advertising campaigns of $3.7 million,~~$2.5 million; commitments for professional and consulting fees of ~~$1.7 million,~~$3.5 million; and other unrecorded purchase commitments of ~~$22.9~~$14.4 million.

Senior ~~unsecured notes~~Secured Credit Facility and ~~interest payments.~~ Interest Payments. As of March 31, 2023, we have borrowings under our Restated Credit Agreement of $1,102.5 million consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. Our ~~7.0% senior unsecured notes due 2022 bear interest at a rate~~$250.0 million Revolving Credit Facility under our Restated Credit Agreement has $244.0 million unused as of ~~7.0% per annum and mature on April 1, 2022. Interest~~March 31, 2023. There are no drawn amounts on the ~~notes is payable semi-annually~~Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants and if any loans made under the Revolving Credit Facility are outstanding on ~~April 1 and October 1~~the last day of ~~each year and has been included~~any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the ~~table above.~~

~~Other debt and interest payments.~~ ~~On July 13, 2017, we amended our credit agreement~~Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to ~~among other things, expand~~1.00. Any amounts drawn under the ~~total capacity and extend the term of our term loans and revolving loans. Refer to Note 8 for additional information.~~

~~At December 31, 2017, the term loans of $292.5 million outstanding under our credit agreement have repayments~~Revolving Credit Facility will be due on ~~various dates through July 13, 2022, with the revolving loans outstanding of $133.0 million due on July 13, 2022.~~May 17, 2026. Interest payable included in ~~this~~the above table is based on the interest rate as of ~~December~~March 31, ~~2017~~2023 and assumes all LIBOR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule.

Senior Unsecured Notes and Interest Payments. Our $600.0 million of 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the notes is payable ~~includes~~semi-annually on June 15 and December 15 of each year.

Debt Covenants. The Restated Credit Agreement and the ~~estimated impact~~indenture that governs our 7.0% Senior Notes due 2026 contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of March 31, 2023, we were in compliance with all covenants under our ~~interest rate swap agreements.~~ Restated Credit Agreement and the indenture governing our 2026 Notes. Refer to Note 8 in our accompanying consolidated financial statements for additional information.

Other Debt.In addition, we have other debt which consists primarily of ~~debt assumed as part~~term loans acquired through our various acquisitions or used to fund certain capital investments. As of ~~certain of our fiscal 2015 acquisitions, and as of December~~March 31, ~~2017~~2023, we had~~$8.1~~ $7.7 million outstanding for those obligations that have repayments due on various dates through ~~September 2024.~~March 2027.

~~Capital leases.~~ Finance Leases.We lease certain machinery and plant equipment under ~~capital~~finance lease agreements that expire at various dates through ~~2022.~~2028. The aggregate carrying value of the leased equipment under ~~capital~~finance leases included in property, plant and equipment, net in our consolidated balance sheet at ~~December~~March 31, ~~2017,~~2023 is ~~$36.6~~$28.8 million, net of accumulated depreciation of ~~$32.8~~$36.9 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at ~~December~~March 31, ~~2017~~2023 amounts to ~~$34.0~~$37.1 million.

Other ~~Obligations. Other obligations include the following:~~

~~Earn-out liability related to the WIRmachenDRUCK~~Obligations. In February 2023, we made a $6.8 million deferred payment for our Depositphotos acquisition, ~~of $48.0 million, paid on January 2, 2018.~~

~~Deferred payments related to our other acquisitions of $4.5 million~~resulting in ~~the aggregate.~~

Installment obligation of $3.5 million related to the fiscal 2012 intra-entity transfer of the intellectual property of our subsidiary Webs, Inc., which resulted in tax being paid over a 7.5 year term and has been classified as ano outstanding acquisition-related deferred ~~tax liability in our consolidated balance sheet~~liabilities as of ~~December~~March 31, ~~2017.~~2023.

Additional Non-GAAP Financial Measures

Adjusted ~~net operating profit (NOP)~~EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. ~~During the first quarter~~Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization plus share-based compensation expense plus proceeds from insurance plus earn-out related charges plus certain impairments plus restructuring related charges plus realized gains or losses on currency derivatives less gain on purchase or sale of ~~fiscal 2018, we removed the cash tax attributable to the current period portion of our consolidated NOP measure as management no longer uses this metric. This metric~~subsidiaries.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is intended to supplement investors' understanding of our operating results. Adjusted consolidated NOP is defined as GAAP operating income excluding certain items such as acquisition-related amortization and depreciation, expense recognized for earn-out related charges, including the change 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. The interest expense associated with our Waltham lease, as well as realized gains (losses) on currency forward contracts that do not qualify for hedge accounting, are included in adjusted consolidated NOP.

~~Adjusted NOP~~ is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, as we have become more acquisitive over recent years we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP operating income. As another example, as we do not apply hedge accounting for ~~our currency forward~~certain derivative contracts, we believe inclusion of realized gains and losses on these contracts that are intended to be matched against operational currency fluctuations provides further insight into our operating performance in addition to that provided by our GAAP operating income. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

~~Beginning in the first quarter of fiscal 2018, we included~~Adjusted free cash flow ~~as a non-GAAP~~is the primary financial ~~measure,~~metric by which ~~management uses to assess the cash flow generation of the company. Free~~we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the payment of contingent consideration in excess of acquisition-date fair value and gains on proceeds from ~~insurance.~~insurance that are included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth operating income and adjusted ~~net operating profit~~EBITDA for ~~each of~~ the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016:~~2022:

In thousands Three Months Ended December 31, Six Months Ended December 31,
2017 2016 2017 2016
GAAP operating income $ 72,709
$ 33,705
$ 119,322
$ 5,897
Exclude expense (benefit) impact of:

Acquisition-related amortization and depreciation 12,613
10,019
25,300
20,232
Earn-out related charges (1) 1,254
7,010
2,391
23,257
Share-based compensation related to investment consideration 1,007
601
1,047
4,704
Restructuring related charges 11,501
1,100
12,355
1,100
Less: Interest expense associated with Waltham, MA lease (1,896 ) (1,956 ) (3,807 ) (3,926 )
Less: Gains on the purchase or sale of subsidiaries (2) —
—
(48,380 ) —
Include: Realized (losses) gains on certain currency derivatives not included in operating income (3,513 ) 6,839
(4,147 ) 8,727
Adjusted net operating profit $ 93,675
$ 57,318

$ 104,081
$ 59,991


In thousands	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
GAAP operating (loss) income	$	(12,197)	$	(28,437)	$	3,414	$	74,483
Exclude expense (benefit) impact of:
Depreciation and amortization	39,751		43,651		121,567		133,397


Share-based compensation expense	7,242		12,704		29,264		36,215

Certain impairments and other adjustments	(549)		277		1,982		(3,216)
Restructuring-related charges	30,115		3,420		43,142		3,418


Realized gains (losses) on currency derivatives not included in operating (loss) income (1)	4,783		2,011		26,553		(987)
Adjusted EBITDA	$	69,145	$	33,626	$	225,922	$	243,310

_________________

(1) ~~Includes expense recognized~~These realized gains (losses) include only the impacts of certain currency derivative contracts that are intended to hedge our exposure to foreign currencies for ~~the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment.~~

~~(2) Includes the impact of the gain on the sale of Albumprinter, as well as a bargain purchase gain as defined by ASC 805-30 for an acquisition in~~ which ~~the identifiable assets acquired and liabilities assumed are greater than the consideration transferred, that was recognized in general and administrative expense~~we do not apply hedge accounting. See Note 4 in our accompanying consolidated ~~statement of operations during the six months ended December 31, 2017.~~financial statements for further information.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for ~~each of~~ the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2023 and ~~2016:~~2022:


In thousands	Nine Months Ended March 31,
		2023		2022
Net cash provided by operating activities		$	68,474	$	131,716
Purchases of property, plant and equipment		(37,486)		(42,142)

Capitalization of software and website development costs		(44,181)		(49,875)

Adjusted free cash flow		$	(13,193)	$	39,699

In thousands Six Months Ended December 31,
2017 2016
Net cash provided by operating activities $ 176,742
$ 114,659
Purchases of property, plant and equipment (38,674 ) (36,260 )
Purchases of intangible assets not related to acquisitions (278 ) (88 )
Capitalization of software and website development costs (18,114 ) (19,110 )
Free cash flow $ 119,676
$ 59,201

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Our exposure to interest rate risk relates primarily to our cash, cash equivalents and debt.

As of ~~December~~March 31, ~~2017~~,2023, our cash and cash equivalents consisted of standard depository accounts which are held for working capital ~~purposes.~~purposes, money market funds, and marketable securities with an original maturity of less than 90 days. We do not believe we have a material exposure to interest rate fluctuations related to our cash and cash equivalents.

As of ~~December~~March 31, ~~2017~~,2023, we had$~~425.5~~1,103 million of ~~variable rate debt and $3.5 million of variable rate installment obligation related to the fiscal 2012 intra-entity transfer of Webs' intellectual property.~~variable-rate debt. As a result, we have exposure to market risk for changes in interest rates related to these obligations. In order to mitigate our exposure to interest rate changes related to our variable rate debt, we execute interest rate swap contracts to fix the interest rate on a portion of our outstanding or forecasted long-term debt with varying maturities. As of ~~December~~March 31, ~~2017,~~2023, a hypothetical 100 basis point increase in rates, inclusive of the impact of our outstanding interest rate swaps that are accruing interest as of March 31, 2023, would result in ~~an increase of~~a $7.7 million impact to interest expense ~~of approximately $3.3 million~~ over the next 12 months.

Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide operations but report our financial results in U.S. dollars. We manage these currency risks through normal operating activities and, when deemed appropriate, through the use of derivative financial instruments. We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes. The use of derivatives is intended to reduce, but does not entirely eliminate, the impact of adverse currency exchange rate movements. A summary of our currency risk is as follows:

•Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net ~~income~~loss when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given

currency are materially different, we may be exposed to significant impacts on our net ~~income~~loss and non-GAAP financial metrics, such as adjusted EBITDA.

Our currency hedging objectives are targeted at reducing volatility in our forecasted U.S. dollar-equivalent adjusted EBITDA in order to ~~protect~~maintain stability on our incurrence-based debt covenants. Since adjusted EBITDA excludes non-cash items such as depreciation and amortization that are included in net ~~income,~~loss, we may experience increased, not decreased, volatility in our GAAP results due to our hedging approach. Our most significant net currency exposures by volume are in the Euro and British Pound.

In addition, we elect to execute currency derivatives contracts that do not qualify for hedge accounting. As a result, we may experience volatility in our consolidated statements of operations due to (i) the impact of unrealized gains and losses reported in other ~~(expense)~~ income, net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other ~~(expense)~~ income, net, whereas the offsetting economic gains and losses are reported in the line item of the underlying ~~cash flow,~~activity, for example, revenue.

•Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities.

We have currency exposure arising from our net investments in foreign operations. We enter into currency derivatives to mitigate the impact of currency rate changes on certain net investments.

•Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other ~~(expense)~~ income, net, on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other ~~(expense)~~ income, net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated

group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with ~~cross currency swaps.~~cross-currency swaps and forward contracts. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets denominated in currencies other than the functional currencies at the balance sheet dates to compute the impact these changes would have had on our income before taxes in the near term. The balances are inclusive of the notional value of any ~~cross currency~~cross-currency swaps designated as cash flow hedges. A hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would have resulted in ~~an increase~~a change of ~~$34.6~~$12.0 million and ~~$24.0~~$24.8 million on our (loss) income before income taxes for the three and nine months ended ~~December~~March 31, ~~2017 and 2016, respectively.~~2023.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~December~~March 31, ~~2017.~~2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~December~~March 31, ~~2017,~~2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~December~~March 31, ~~2017~~2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

~~Item 1A.~~ ~~Risk Factors~~

Our future results may vary materially from those contained in forward-looking statements that we make in this Report and other filings with the SEC, press releases, communications with investors, and oral statements due to the following important factors, among others. Our forward-looking statements in this Report and in any other public statements we make may turn out to be wrong. These statements can be affected by, among other things, inaccurate assumptions we might make or by known or unknown risks and uncertainties or risks we currently deem immaterial. Consequently, no forward-looking statement can be guaranteed. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

~~Risks Related to Our Business~~

~~If our long-term growth strategy is not successful, our business and financial results could be harmed.~~

We may not achieve our long-term objectives, and our investments in our business may fail to impact our results and growth as anticipated. Some of the factors that could cause our business strategy to fail to achieve our objectives include, among others:

~~our failure to adequately execute our strategy or anticipate and overcome obstacles to achieving our strategic goals;~~

~~our failure to develop our mass customization platform or the failure of the platform to drive the efficiencies and competitive advantage we expect;~~

~~our failure to manage the growth, complexity, and pace of change of our business and expand our operations;~~

our failure to acquire, at a value-accretive price or at all, businesses that enhance the growth and development of our business or to effectively integrate the businesses we do acquire into our business;

~~our inability to purchase or develop technologies and other key assets and capabilities to increase our efficiency, enhance our competitive advantage, and scale our operations;~~

~~our failure to realize the anticipated benefits of the decentralization of our operations;~~

~~the failure of our current supply chain to provide the resources we need at the standards we require and our inability to develop new or enhanced supply chains;~~

~~our failure to acquire new customers and enter new markets, retain our current customers, and sell more products to current and new customers;~~

~~our failure to address inefficiencies and performance issues in some of our businesses and markets;~~

~~our failure to sustain growth in relatively mature markets;~~

~~our failure to promote, strengthen, and protect our brands;~~

~~our failure to effectively manage competition and overlap within our brand portfolio;~~

~~the failure of our current and new marketing channels to attract customers;~~

~~our failure to realize expected returns on our capital allocation decisions;~~

~~unanticipated changes in our business, current and anticipated markets, industry, or competitive landscape;~~

~~our failure to attract and retain skilled talent needed to execute our strategy and sustain our growth; and~~

~~general economic conditions.~~

If our strategy is not successful, then our revenue, earnings, and value may not grow as anticipated or may decline, we may not be profitable, our cash flow may be negatively impacted, our reputation and brands may be damaged, and the price of our shares may decline. In addition, we may change our strategy from time to time, which can cause fluctuations in our financial results and volatility in our share price.

~~Purchasers of customized products may not choose to shop online, which would limit our acquisition of new customers that are necessary to the success of our business.~~

We sell most of our products and services through the Internet. Because the online market for most of our products and services is not mature, our success depends in part on our ability to attract customers who have historically purchased products and services we offer through offline channels. Specific factors that could prevent prospective customers from purchasing from us as an online retailer include:

~~concerns about buying customized products without face-to-face interaction with design or sales personnel;~~

~~the inability to physically handle and examine product samples before making a purchase;~~

~~delivery time associated with Internet orders;~~

~~concerns about the security of online transactions and the privacy of personal information;~~

~~delayed or lost shipments or shipments of incorrect or damaged products;~~

~~limited access to the Internet; and~~

~~the inconvenience associated with returning or exchanging purchased items.~~

In addition, our internal research shows that an increasing number of current and potential customers access our websites using smart phones or tablets and that our website visits using traditional computers may be declining. Designing and purchasing custom designed products on a smart phone, tablet, or other mobile device is more difficult than doing so with a traditional computer due to limited screen sizes and bandwidth constraints. If our customers and potential customers have difficulty accessing and using our websites and technologies, then our revenue could decline.

~~We may not succeed in promoting and strengthening our brands, which could prevent us from acquiring new customers and increasing revenues.~~

A primary component of our business strategy is to promote and strengthen our brands to attract new and repeat customers, and we face significant competition from other companies in our markets who also seek to establish strong brands. To promote and strengthen our brands, we must incur substantial marketing expenses and establish a relationship of trust with our customers by providing a high-quality customer experience, which requires us to invest substantial amounts of our resources. Our ability to provide a high-quality customer experience is also dependent on external factors over which we may have little or no control, such as the reliability and performance of our suppliers, third-party fulfillers, third-party carriers, and communication infrastructure providers. If we are unable to promote our brands or provide customers with a high-quality customer experience, we may fail to attract new customers, maintain customer relationships, and sustain or increase our revenues.

~~We manage our business for long-term results, and our quarterly and annual financial results will often fluctuate, which may lead to volatility in our share price.~~

Our revenues and operating results often vary significantly from period to period due to a number of factors, and as a result comparing our financial results on a period-to-period basis may not be meaningful. We prioritize our two uppermost objectives (leadership in mass customization and maximizing intrinsic value per share) even at the expense of shorter-term results and generally do not manage our business to maximize current period financial results, including our GAAP net income and operating cash flow and other results we report. Many of the factors that lead to period-to-period fluctuations are outside of our control; however, some factors are inherent in our business strategies. Some of the specific factors that could cause our operating results to fluctuate from quarter to quarter or year to year include among others:

~~investments in our business in the current period intended to generate longer-term returns, where the shorter-term costs will not be offset by revenue or cost savings until future periods, if at all;~~

~~seasonality-driven or other variations in the demand for our products and services, in particular during our second fiscal quarter;~~

~~currency and interest rate fluctuations, which affect our revenues, costs, and fair value of our assets and liabilities;~~

~~our hedging activity;~~

~~our ability to attract visitors to our websites and convert those visitors into customers;~~

~~our ability to retain customers and generate repeat purchases;~~

~~shifts in revenue mix toward less profitable products and brands;~~

~~the commencement or termination of agreements with our strategic partners, suppliers, and others;~~

~~our ability to manage our production, fulfillment, and support operations;~~

~~costs to produce and deliver our products and provide our services, including the effects of inflation;~~

~~our pricing and marketing strategies and those of our competitors;~~

~~expenses and charges related to our compensation arrangements with our executives and employees;~~

~~costs and charges resulting from litigation;~~

~~significant increases in credits, beyond our estimated allowances, for customers who are not satisfied with our products;~~

~~changes in our income tax rate;~~

~~costs to acquire businesses or integrate our acquired businesses;~~

~~financing costs;~~

~~impairments of our tangible and intangible assets including goodwill; and~~

~~the results of our minority investments and joint ventures.~~

Some of our expenses, such as office leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed, and we may be unable to, or may not choose to, adjust operating expenses to offset any revenue shortfall. Accordingly, any shortfall in revenue may cause significant variation in operating results in any period. Our operating results may sometimes be below the expectations of public market analysts and investors, in which case the price of our ordinary shares will likely decline.

~~We may not be successful in developing our mass customization platform or in realizing the anticipated benefits of the platform.~~

A key component of our strategy is the development of a mass customization platform. The process of developing new technology is complex, costly, and uncertain, and the development effort could be disruptive to our business and existing systems. We must make long-term investments, develop or obtain appropriate intellectual property, and commit significant resources before knowing whether our mass customization platform will be successful and make us more effective and competitive. As a result, there can be no assurance that we will successfully complete the development of the platform, that our diverse businesses will realize value from the platform, or that we will realize expected returns on the capital expended to develop the platform.

In addition, we are aware that other companies are developing platforms that could compete with ours. If a competitor were to develop and reach scale with a platform before we do, our competitive position could be harmed.

Our global operations, decentralized organizational structure, and expansion place a significant strain on our management, employees, facilities, and other resources and subject us to additional risks.

We are a global company with production facilities, offices, and localized websites in many countries across six continents, and we have decentralized our organizational structure and operations. We expect to establish operations, acquire or invest in businesses, and sell our products and services in additional geographic regions, including emerging markets, where we may have limited or no experience. We may not be successful in all regions and markets in which we invest or where we establish operations, which may be costly to us. We are subject to a number of risks and challenges that relate to our global operations, decentralization, and expansion, including, among others:

~~difficulty managing operations in, and communications among, multiple businesses, locations, and time zones;~~

~~difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, and other costs;~~

~~our failure to improve and adapt our financial and operational controls to manage our decentralized business and comply with our legal obligations;~~

the challenge of complying with disparate laws in multiple countries, such as local regulations that may impair our ability to conduct our business as planned, protectionist laws that favor local businesses, and restrictions imposed by local labor laws;

~~our inexperience in marketing and selling our products and services within unfamiliar countries and cultures;~~

~~challenges of working with local business partners;~~

~~our failure to properly understand and develop graphic design content and product formats and attributes appropriate for local tastes;~~

~~disruptions caused by political and social instability that may occur in some countries;~~

~~corrupt business practices, such as bribery or the willful infringement of intellectual property rights, that may be common in some countries or in some sales channels and markets;~~

~~difficulty repatriating cash from some countries;~~

~~difficulty importing and exporting our products across country borders and difficulty complying with customs regulations in the many countries where we sell products;~~

~~disruptions or cessation of important components of our international supply chain; and~~

~~failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property.~~

There is considerable uncertainty about the economic and regulatory effects of the United Kingdom's exit from the European Union (commonly referred to as "Brexit"). The UK is one of our largest markets in Europe, but we currently ship products to UK customers primarily from continental Europe. If Brexit results in greater restrictions on imports and exports between the UK and the EU or increased regulatory complexity, then our operations and financial results could be negatively impacted.

In addition, we are exposed to fluctuations in currency exchange rates that may impact items such as the translation of our revenues and expenses, remeasurement of our intercompany balances, and the value of our cash and cash equivalents and other assets and liabilities denominated in currencies other than the U.S. dollar, our reporting currency. The hedging activities we engage in may not mitigate the net impact of currency exchange rate fluctuations, and our financial results may differ materially from expectations as a result of such fluctuations.

~~Acquisitions and strategic investments may be disruptive to our business.~~

An important way in which we pursue our strategy is to selectively acquire businesses, technologies, and services and make minority investments in businesses and joint ventures. The time and expense associated with finding suitable businesses, technologies, or services to acquire or invest in can be disruptive to our ongoing business and divert our management's attention. In addition, we have needed in the past, and may need in the future, to seek financing for acquisitions and investments, which may not be available on terms that are favorable to us, or at all, and can cause dilution to our shareholders, cause us to incur additional debt, or subject us to covenants restricting the activities we may undertake.

~~Our acquisitions and strategic investments may fail to achieve our goals.~~

~~An acquisition, minority investment, or joint venture may fail to achieve our goals and expectations for a number of reasons including the following:~~

~~The business we acquired or invested in may not perform as well as we expected.~~

~~We may overpay for acquired businesses, which can, among other things, negatively affect our intrinsic value per share.~~

~~We may fail to integrate acquired businesses, technologies, services, or internal systems effectively, or the integration may be more expensive or take more time than we anticipated.~~

~~The management of our minority investments and joint ventures may be more expensive or may take more resources than we expected.~~

~~We may not realize the anticipated benefits of integrating acquired businesses into our mass customization platform.~~

~~We may encounter unexpected cultural or language challenges in integrating an acquired business or managing our minority investment in a business.~~

We may not be able to retain customers and key employees of the acquired businesses, and we and the businesses we acquire or invest in may not be able to cross sell products and services to each other's customers.

We generally assume the liabilities of businesses we acquire, which could include liability for an acquired business' violation of law that occurred before we acquired it. In addition, we have historically acquired smaller, privately held companies that may not have as strong a culture of legal compliance or as robust financial controls as a larger, publicly traded company like Cimpress, and if we fail to implement adequate training, controls, and monitoring of the acquired companies, we could also be liable for post-acquisition legal violations.

~~Our acquisitions and minority investments can negatively impact our financial results.~~

Acquisitions and minority investments can be costly, and some of our acquisitions and investments may be dilutive, leading to reduced earnings. Acquisitions and investments can result in increased expenses including impairments of goodwill and intangible assets if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of acquired intangible assets, and increased tax costs.

In addition, the accounting for our acquisitions requires us to make significant estimates, judgments, and assumptions that can change from period to period, based in part on factors outside of our control, which can create volatility in our financial results. For example, we often pay a portion of the purchase price for our acquisitions in the form of an earn out based on performance targets for the acquired companies or enter into obligations to purchase non-controlling interests in our minority investments, which can be difficult to forecast. If in the future our assumptions change and we determine that higher levels of achievement are likely under our earn outs or future purchase obligations, we will need to pay and record additional amounts to reflect the increased purchase price. These additional amounts could be significant and could adversely impact our results of operations.

Furthermore, earn-out provisions can lead to disputes with the sellers about the achievement of the earn-out performance targets, earn-out performance targets can sometimes create inadvertent incentives for the acquired company's management to take short-term actions designed to maximize the earn out instead of benefiting the business, and strong performance of the underlying business could result in material payments pursuant to earn-out provisions or future purchase obligations that may or may not reflect the fair market value of the asset at that time.

~~If we are unable to attract visitors to our websites and convert those visitors to customers, our business and results of operations could be harmed.~~

Our success depends on our ability to attract new and repeat customers in a cost-effective manner. We rely on a variety of methods to draw visitors to our websites and promote our products and services, such as purchased search results from online search engines such as Google and Yahoo!, email, direct mail, advertising banners and other online links, broadcast media, and word-of-mouth customer referrals. If the search engines on which we rely modify their algorithms, terminate their relationships with us, or increase the prices at which we may purchase listings, our costs could increase, and fewer customers may click through to our websites. If we are not effective at reaching new and repeat customers, if fewer customers click through to our websites, or if the costs of attracting customers using our current methods significantly increase, then traffic to our websites would be reduced, our revenue and net income could decline, and our business and results of operations would be harmed.

~~Seasonal fluctuations in our business place a strain on our operations and resources.~~

Our profitability has historically been highly seasonal. Our second fiscal quarter includes the majority of the holiday shopping season and accounts for a disproportionately high portion of our earnings for the year, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts. In addition, the National Pen business we acquired in December 2016 has historically generated nearly all of its profits during the December quarter. Our operating income during the second fiscal quarter represented more than 60% of annual operating income in the years ended June 30, 2016 and 2015, and during the year ended June 30, 2017, in a period we recognized a loss from operations, the second quarter was the only profitable quarter of the year. In anticipation of increased sales activity during our second fiscal quarter holiday season, we typically incur significant additional capacity related expenses each year to meet our seasonal needs, including facility expansions, equipment purchases and leases, and increases in the number of temporary and permanent employees. Lower than expected sales during the second quarter would likely have a disproportionately large impact on our operating results and financial condition for the full fiscal year. In addition, if our manufacturing and other operations are unable to keep up with the high volume of orders during our second fiscal quarter or we experience inefficiencies in our production, then our costs may be significantly higher, and we and our customers can experience delays in order fulfillment and delivery and other disruptions. If we are unable to accurately forecast and respond to seasonality in our business, our business and results of operations may be materially harmed.

~~Our hedging activity could negatively impact our results of operations and cash flows.~~

We have entered into derivatives to manage our exposure to interest rate and currency movements. If we do not accurately forecast our results of operations, execute contracts that do not effectively mitigate our economic exposure to interest rates and currency rates, elect to not apply hedge accounting, or fail to comply with the complex accounting requirements for hedging, our results of operations and cash flows could be volatile, as well as negatively impacted. Also, our hedging objectives may be targeted at improving our non-GAAP financial metrics, which could result in increased volatility in our GAAP results.

~~We face risks related to interruption of our operations and lack of redundancy.~~

Our production facilities, websites, infrastructure, supply chain, customer service centers, and operations may be vulnerable to interruptions, and we do not have redundancies or alternatives in all cases to carry on these operations in the event of an interruption. In addition, because we are dependent in part on third parties for the implementation and maintenance of certain aspects of our communications and production systems, we may not be able to remedy interruptions to these systems in a timely manner or at all due to factors outside of our control. Some of the events that could cause interruptions in our operations or systems are, among others:

~~fire, natural disasters, or extreme weather~~

~~labor strike, work stoppage, or other issues with our workforce~~

~~political instability or acts of terrorism or war~~

~~power loss or telecommunication failure~~

~~attacks on our external websites or internal network by hackers or other malicious parties~~

~~undetected errors or design faults in our technology, infrastructure, and processes that may cause our websites to fail~~

~~inadequate capacity in our systems and infrastructure to cope with periods of high volume and demand~~

~~human error, including poor managerial judgment or oversight~~

Any interruptions to our systems or operations could result in lost revenue, increased costs, negative publicity, damage to our reputation and brands, and an adverse effect on our business and results of operations. Building redundancies into our infrastructure, systems, and supply chain to mitigate these risks may require us to commit substantial financial, operational, and technical resources, in some cases before the volume of our business increases with no assurance that our revenues will increase.

~~We face intense competition, and we expect our competition to continue to increase.~~

The markets for our products and services are intensely competitive, highly fragmented, and geographically dispersed. The competitive landscape for e-commerce companies continues to change as new e-commerce businesses are introduced and traditional “bricks and mortar” businesses establish an online presence. Competition may result in price pressure, reduced profit margins, and loss of market share and brand recognition, any of which could substantially harm our business and financial results. Current and potential competitors include (in no particular order):

~~traditional offline suppliers and graphic design providers~~

~~online printing and graphic design companies~~

~~office superstores, drug store chains, food retailers, and other major retailers targeting small business and consumer markets~~

~~wholesale printers~~

~~self-service desktop design and publishing using personal computer software~~

~~email marketing services companies~~

~~website design and hosting companies~~

~~suppliers of customized apparel, promotional products, and gifts~~

~~online photo product companies~~

~~Internet retailers~~

~~online providers of custom printing services that outsource production to third party printers~~

~~providers of digital marketing such as social media and local search directories~~

Many of our current and potential competitors have advantages over us, including longer operating histories, greater brand recognition or loyalty, more focus on a given subset of our business, or significantly greater financial, marketing, and other resources. Many of our competitors currently work together, and additional competitors may do so in the future through strategic business agreements or acquisitions. In addition, we have in the past and may in the future choose to collaborate with some of our existing and potential competitors in strategic partnerships that we believe will improve our competitive position and financial results. It is possible, however, that such ventures will be unsuccessful and that our competitive position and financial results will be adversely affected as a result of such collaboration.

~~Failure to meet our customers' price expectations would adversely affect our business and results of operations.~~

Demand for our products and services is sensitive to price for almost all of our businesses, and changes in our pricing strategies, including shipping pricing, have had a significant impact on the numbers of customers and orders in some regions, which in turn affects our revenues, profitability, and results of operations. Many factors can significantly impact our pricing and marketing strategies, including the costs of running our business, our competitors' pricing and marketing strategies, and the effects of inflation. If we fail to meet our customers' price expectations, our business and results of operations may suffer.

Failure to protect our information systems and the confidential information of our customers, employees, and business partners against security breaches or thefts could damage our reputation and brands, subject us to litigation and enforcement actions, and substantially harm our business and results of operations.

Our business involves the receipt, storage, and transmission of customers' personal and payment information, as well as confidential information about our business, employees, suppliers, and business partners, some of which is entrusted to third-party service providers, partners, and vendors. Our information systems and those of third parties with which we share information are vulnerable to an increasing threat of cyber security risks, including physical and electronic break-ins, computer viruses, and phishing and other social engineering scams, among other risks. As security threats evolve and become more sophisticated and more difficult to detect and defend against, a hacker or thief may defeat our security measures, or those of our third-party service provider, partner, or vendor, and obtain confidential or personal information. We or the third party may not discover the security breach and theft of information for a significant period of time after the breach occurs. We may need to expend significant resources to protect against security breaches and thefts of data or to address problems caused by breaches or thefts, and we may not be able to anticipate cyber attacks or implement adequate preventative measures. Any compromise or breach of our information systems or the information systems of third parties with which we share information could, among other things:

~~damage our reputation and brands;~~

~~expose us to losses, remediation costs, litigation, enforcement actions, and possible liability;~~

~~result in a failure to comply with legal and industry privacy regulations and standards;~~

~~lead to the misuse of our and our customers' confidential or personal information; and~~

~~cause interruptions in our operations and lost revenue.~~

We are subject to the laws of many states, countries, and regions and industry guidelines and principles governing the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our customers and employees. Any failure or perceived failure by us to comply with any of these laws, guidelines, or principles could result in actions against us by governmental entities or others, a loss of customer confidence, and damage to our brands, any of which could have an adverse effect on our business. In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer and data protection. For example, the recent General Data Protection Regulation in Europe includes operational and compliance requirements that are different than those currently in place and also includes significant penalties for non-compliance. Complying with these varying and changing requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

~~We rely heavily on email to market to and communicate with customers, and email communications are subject to regulatory and reputation risks.~~

Various private entities attempt to regulate the use of commercial email solicitation by blacklisting companies that the entities believe do not meet their standards, which results in those companies' emails being blocked from some Internet domains and addresses. From time to time some of our Internet protocol addresses appear on blacklists, which can interfere with our ability to market our products and services, communicate with our customers, and operate and manage our websites and corporate email accounts. Further, we have contractual relationships with partners that market our products and services on our behalf, and some of our marketing partners engage third-party email marketers with which we do not have any contractual or other relationship. If we or our partners were to fail to comply with all applicable laws relating to email solicitations, including if one of our partners or another third party were to send emails marketing our products and services in violation of applicable anti-spam or other laws, then our reputation could be harmed and we could potentially be liable for their actions.

~~We are subject to safety, health, and environmental laws and regulations, which could result in liabilities, cost increases, or restrictions on our operations.~~

We are subject to a variety of safety, health and environmental, or SHE, laws and regulations in each of the jurisdictions in which we operate. These laws and regulations govern, among other things, air emissions, wastewater discharges, the storage, handling and disposal of hazardous and other regulated substances and wastes, soil and groundwater contamination and employee health and safety. We use regulated substances such as inks and solvents, and generate air emissions and other discharges at our manufacturing facilities, and some of our facilities are required to hold environmental permits. If we fail to comply with existing SHE requirements, or new, more stringent SHE requirements applicable to us are imposed, we may be subject to monetary fines, civil or criminal sanctions, third-party claims, or the limitation or suspension of our operations. In addition, if we are found to be responsible for hazardous substances at any location (including, for example, offsite waste disposal facilities or facilities at which we formerly operated), we may be responsible for the cost of cleaning up contamination, regardless of fault, as well as for claims for harm to health or property or for natural resource damages arising out of contamination or exposure to hazardous substances.

In some cases we pursue self-imposed socially responsible policies that are more stringent than is typically required by laws and regulations, for instance in the areas of worker safety, team member social benefits and environmental protection such as carbon reduction initiatives. The costs of this added SHE effort are often substantial and could grow over time.

~~The loss of key personnel or an inability to attract and retain additional personnel could affect our ability to successfully grow our business.~~

We are highly dependent upon the continued service and performance of our senior management and key technical, marketing, and production personnel, any of whom may cease their employment with us at any time with minimal advance notice. We face intense competition for qualified individuals from many other companies in diverse industries. The loss of one or more of our key employees may significantly delay or prevent the achievement of our business objectives, and our failure to attract and retain suitably qualified individuals or to adequately plan for succession could have an adverse effect on our ability to implement our business plan.

~~Our credit facility and the indenture that governs our senior notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.~~

Our senior secured credit facility, which we refer to as our credit facility, and the indenture that governs our 7.0% senior unsecured notes due 2022, which we refer to as our senior notes, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our best interest, including restrictions on our ability to:

~~incur additional indebtedness, guarantee indebtedness, and incur liens;~~

~~pay dividends or make other distributions or repurchase or redeem capital stock;~~

~~prepay, redeem, or repurchase certain subordinated debt;~~

~~issue certain preferred stock or similar redeemable equity securities;~~

~~make loans and investments;~~

~~sell assets;~~

~~enter into transactions with affiliates;~~

~~alter the businesses we conduct;~~

~~enter into agreements restricting our subsidiaries’ ability to pay dividends; and~~

~~consolidate, merge, or sell all or substantially all of our assets.~~

As a result of these restrictions, we may be limited in how we conduct our business, grow in accordance with our strategy, compete effectively, or take advantage of new business opportunities. In addition, the restrictive covenants in the credit facility require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may be unable to meet them.

~~A default under our indenture or credit facility would have a material, adverse effect on our business.~~

Our failure to make scheduled payments on our debt or our breach of the covenants or restrictions under the indenture that governs our senior notes or under our credit facility could result in an event of default under the applicable indebtedness. Such a default would have a material, adverse effect on our business and financial condition, including the following, among others:

~~Our lenders could declare all outstanding principal and interest to be due and payable, and we and our subsidiaries may not have sufficient assets to repay that indebtedness.~~

~~Our secured lenders could foreclose against the assets securing their borrowings.~~

~~Our lenders under the credit facility could terminate all commitments to extend further credit under that facility.~~

~~We could be forced into bankruptcy or liquidation.~~

~~Our material indebtedness and interest expense could adversely affect our financial condition.~~

~~As of December 31, 2017, our total debt was $708.6 million, made up of $275.0 million of senior notes,~~$425.5 million of loan obligations under our credit facility and $8.1 million of other debt. We had unused commitments of $609.7 million under our credit facility (after giving effect to letter of credit obligations).

Subject to the limits contained in the credit facility, the indenture that governs our senior notes, and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our level of debt could intensify. Specifically, our level of debt could have important consequences, including the following:

~~making it more difficult for us to satisfy our obligations with respect to our debt;~~

~~limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;~~

requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

~~increasing our vulnerability to general adverse economic and industry conditions;~~

~~exposing us to the risk of increased interest rates as some of our borrowings, including borrowings under our credit facility, are at variable rates of interest;~~

~~limiting our flexibility in planning for and reacting to changes in the industry and marketplaces in which we compete;~~

~~placing us at a disadvantage compared to other, less leveraged competitors; and~~

~~increasing our cost of borrowing.~~

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to economic and competitive conditions and to various financial, business, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all.

If we cannot make scheduled payments on our debt, we will be in default. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.

~~Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.~~

Borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk, and any interest rate swaps we enter into in order to reduce interest rate volatility may not fully mitigate our interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. As of December 31, 2017, a hypothetical 100 basis point increase in rates, inclusive of our outstanding interest rate swaps, would result in an increase of interest expense of approximately $10.5 million~~over the next 12 months.~~

~~Border controls and duties and restrictions on cross-border commerce may negatively impact our business.~~

Many governments impose restrictions on shipping goods into their countries, as well as protectionist measures such as customs duties and tariffs that may apply directly to product categories comprising a material portion of our revenues. The customs laws, rules and regulations that we are required to comply with are complex and subject to unpredictable enforcement and modification. As a result of these restrictions, we have from time to time experienced delays in shipping our manufactured products into certain countries, and changes in cross-border regulations could have a significant negative effect on our business. For example, the current United States administration has signaled the possibility of major changes in trade policy between the United States and other countries, such as the imposition of additional tariffs or duties on imported products. Because we produce most physical products for our United States customers at our facilities in Canada and Mexico and we source most materials for our products outside the United States, including large amounts of sourcing from China, major changes in tax policy or trade relations could adversely affect our business and results of operations.

If we are unable to protect our intellectual property rights, our reputation and brands could be damaged, and others may be able to use our technology, which could substantially harm our business and financial results.

We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these protective measures afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to copy or use technology or information that we consider proprietary. There can be no guarantee that any of our pending patent applications or continuation patent applications will be granted, and from time to time we face infringement, invalidity, intellectual property ownership, or similar claims brought by third parties with respect to our patents. In addition, despite our trademark registrations throughout the world, our competitors or other entities may adopt names, marks, or domain names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. Enforcing our intellectual property rights can be extremely costly, and a failure to protect or enforce these rights could damage our reputation and brands and substantially harm our business and financial results.

~~Intellectual property disputes and litigation are costly and could cause us to lose our exclusive rights, subject us to liability, or require us to stop some of our business activities.~~

From time to time, we receive claims from third parties that we infringe their intellectual property rights, that we are required to enter into patent licenses covering aspects of the technology we use in our business, or that we improperly obtained or used their confidential or proprietary information. Any litigation, settlement, license, or other proceeding relating to intellectual property rights, even if we settle it or it is resolved in our favor, could be costly, divert our management's efforts from managing and growing our business, and create uncertainties that may make it more difficult to run our operations. If any parties successfully claim that we infringe their intellectual property rights, we might be forced to pay significant damages and attorney's fees, and we could be restricted from using certain technologies important to the operation of our business.

Our business is dependent on the Internet, and unfavorable changes in government regulation of the Internet, e-commerce, and email marketing could substantially harm our business and financial results.

Due to our dependence on the Internet for most of our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses. Existing and future laws, such as laws covering pricing, customs, privacy, consumer protection, or commercial email, may impede the growth of e-commerce and our ability to compete with traditional “bricks and mortar” retailers. Existing and future laws or unfavorable changes or interpretations of these laws could substantially harm our business and financial results.

~~The failure of our business partners to use legal and ethical business practices could negatively impact our business.~~

We contract with multiple business partners in an increasing number of jurisdictions worldwide, including sourcing the raw materials for the products we sell from an expanding number of suppliers and contracting with third-party merchants and manufacturers for the placement and fulfillment of customer orders. We require our suppliers, fulfillers, and merchants to operate in compliance with all applicable laws, including those regarding corruption, working conditions, employment practices, safety and health, and environmental compliance, but we cannot control their business practices. We may not be able to adequately vet, monitor, and audit our many business partners (or their suppliers) throughout the world, and our decentralized structure heightens this risk, as not all of our businesses have equal resources to manage their business partners. If any of them violates labor, environmental, or other laws or implements business practices that are regarded as unethical or inconsistent with our values, our reputation could be severely damaged, and our supply chain and order fulfillment process could be interrupted, which could harm our sales and results of operations.

If we were required to review the content that our customers incorporate into our products and interdict the shipment of products that violate copyright protections or other laws, our costs would significantly increase, which would harm our results of operations.

Because of our focus on automation and high volumes, the vast majority of our sales do not involve any human-based review of content. Although our websites' terms of use specifically require customers to make representations about the legality and ownership of the content they upload for production, there is a risk that a customer may supply an image or other content for an order we produce that is the property of another party used without permission, that infringes the copyright or trademark of another party, or that would be considered to be defamatory, hateful, obscene, or otherwise objectionable or illegal under the laws of the jurisdiction(s) where that customer lives or where we operate. If we were to become legally obligated to perform manual screening of customer orders, our costs would increase significantly, and we could be required to pay substantial penalties or monetary damages for any failure in our screening process.

~~We are subject to customer payment-related risks.~~

We accept payments for our products and services on our websites by a variety of methods, including credit or debit card, PayPal, check, wire transfer, or other methods. In some geographic regions, we rely on one or two third party companies to provide payment processing services. If any of the payment processing or other companies with which we have contractual arrangements became unwilling or unable to provide these services to us or they or we are unable to comply with our contractual requirements under such arrangements, then we would need to find and engage replacement providers, which we may not be able to do on terms that are acceptable to us or at all, or to process the payments ourselves. Any of these scenarios could be disruptive to our business as they could be costly and time consuming and may unfavorably impact our customers.

As we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements and fraud risk. For some payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins or require that we charge our customers more for our products. We are also subject to payment card association and similar operating rules and requirements, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules and requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be materially adversely affected.

In addition, we may be liable for fraudulent transactions conducted on our websites, such as through the use of stolen credit card numbers. To date, quarterly losses from payment fraud have not exceeded 1% of total revenues in any quarter, but we continue to face the risk of significant losses from this type of fraud.

~~We may be subject to product liability or environmental compliance claims if people, property, or the environment are harmed by the products we sell.~~

Some of the products we sell may expose us to product liability or environmental compliance claims relating to issues such as personal injury, death, property damage, or the use or disposal of environmentally harmful substances and may require product recalls or other actions. Any claims, litigation, or recalls could be costly to us and damage our brands and reputation.

Our inability to use or maintain domain names in each country or region where we currently or intend to do business could negatively impact our brands and our ability to sell our products and services in that country or region.

We may not be able to prevent third parties from acquiring domain names that use our brand names or other trademarks or that otherwise infringe or decrease the value of our trademarks and other proprietary rights. If we are unable to use or maintain a domain name in a particular country or region, then we could be forced to purchase the domain name from an entity that owns or controls it, which we may not be able to do on commercially acceptable terms or at all; we may incur significant additional expenses to develop a new brand to market our products within that country; or we may elect not to sell products in that country.

~~We do not collect indirect taxes in all jurisdictions, which could expose us to tax liabilities.~~

In some of the jurisdictions where we sell products and services, we do not collect or have imposed upon us sales, value added or other consumption taxes, which we refer to as indirect taxes. The application of indirect taxes to e-commerce businesses such as Cimpress is a complex and evolving issue, and in many cases, it is not clear how existing tax statutes apply to the Internet or e-commerce. For example, some state governments in the United States have imposed or are seeking to impose indirect taxes on Internet sales. If a government entity claims that we should have been collecting indirect taxes on the sale of our products in a jurisdiction where we have not been doing so, then we could incur substantial tax liabilities for past sales.

If we are unable to retain security authentication certificates, which are supplied by a limited number of third party providers over which we exercise little or no control, our business could be harmed.

We are dependent on a limited number of third party providers of website security authentication certificates that are necessary for conducting secure transactions over the Internet. Despite any contractual protections we may have, these third party providers can disable or revoke, and in the past have disabled or revoked, our security certificates without our consent, which would render our websites inaccessible to some of our customers and could discourage other customers from accessing our sites. Any interruption in our customers' ability or willingness to access our websites if we do not have adequate security certificates could result in a material loss of revenue and profits and damage to our brands.

~~Risks Related to Our Corporate Structure~~

~~Challenges by various tax authorities to our international structure could, if successful, increase our effective tax rate and adversely affect our earnings.~~

We are a Dutch limited liability company that operates through various subsidiaries in a number of countries throughout the world. Consequently, we are subject to tax laws, treaties and regulations in the countries in which we operate, and these laws and treaties are subject to interpretation. From time to time, we are subject to tax audits, and the tax authorities in these countries could claim that a greater portion of the income of the Cimpress N.V. group should be subject to income or other tax in their respective jurisdictions, which could result in an increase to our effective tax rate and adversely affect our results of operations.

~~Changes in tax laws, regulations and treaties could affect our tax rate and our results of operations.~~

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings and cash flow from operations. In addition to the passage of the Tax Cuts and Jobs Act in the United States, there are currently multiple initiatives for comprehensive tax reform underway in other key jurisdictions where we have operations. We continue to assess the impact of the U.S. Tax Cuts and Jobs Act as well as various international tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations that could result in a material impact on our income taxes. We cannot predict whether any other specific legislation will be enacted or the terms of any such legislation. However, if such proposals were enacted, or if modifications were to be made to certain existing treaties, the consequences could have a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax compliance or otherwise adversely affecting our financial condition, results of operations and cash flows.

~~Our intercompany arrangements may be challenged, which could result in higher taxes or penalties and an adverse effect on our earnings.~~

We operate pursuant to written transfer pricing agreements among Cimpress N.V. and its subsidiaries, which establish transfer prices for various services performed by our subsidiaries for other Cimpress group companies. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be consistent with those between unrelated companies dealing at arm's length. With the exception of certain jurisdictions where we have obtained rulings or advance pricing agreements, our transfer pricing arrangements are not binding on applicable tax authorities, and no official authority in any other country has made a determination as to whether or not we are operating in compliance with its transfer pricing laws. If tax authorities in any country were successful in challenging our transfer prices as not reflecting arm's length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices. A reallocation of taxable income from a lower tax jurisdiction to a higher tax jurisdiction would result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, resulting in double taxation.

~~Our Articles of Association, Dutch law and the independent foundation,~~ ~~Stichting Continuïteit Cimpress, may make it difficult to replace or remove management, may inhibit or delay a change of control or may dilute shareholder voting power.~~

Our Articles of Association, or Articles, as governed by Dutch law, limit our shareholders' ability to suspend or dismiss the members of our management board and supervisory board or to overrule our supervisory board's nominees to our management board and supervisory board by requiring a supermajority vote to do so under most circumstances. As a result, there may be circumstances in which shareholders may not be able to remove members of our management board or supervisory board even if holders of a majority of our ordinary shares favor doing so.

~~In addition, an independent foundation,~~ ~~Stichting Continuïteit Cimpress~~, or the Foundation, exists to safeguard the interests of Cimpress N.V. and its stakeholders, which include but are not limited to our shareholders, and to assist in maintaining Cimpress' continuity and independence. To this end, we have granted the Foundation a call option pursuant to which the Foundation may acquire a number of preferred shares equal to the same number of ordinary shares then outstanding, which is designed to provide a protective measure against unsolicited take-over bids for Cimpress and other hostile threats. If the Foundation were to exercise the call option, it may prevent a change of control or delay or prevent a takeover attempt, including a takeover attempt that might result in a premium over the market price for our ordinary shares. Exercise of the preferred share option would also effectively dilute the voting power of our outstanding ordinary shares by one half.

~~We have limited flexibility with respect to certain aspects of capital management and certain corporate transactions.~~

Dutch law imposes limitations and requirements on corporate actions such as the payment of dividends, issuance of new shares, repurchase of outstanding shares, and corporate acquisitions of a certain size, among other actions. For example, Dutch law requires shareholder approval for many corporate actions that would not be subject to shareholder approval if we were incorporated in the United States. Situations may arise where the flexibility to issue shares, pay dividends, purchase shares, acquire other companies, or take other corporate actions would be beneficial to us, but is subject to limitations, subject to delay due to shareholder approval requirements, or unavailable under Dutch law.

~~Because of our corporate structure, our shareholders may find it difficult to pursue legal remedies against the members of our supervisory board or management board.~~

Our Articles and our internal corporate affairs are governed by Dutch law, and the rights of our shareholders and the responsibilities of our supervisory board and management board are different from those established under United States laws. For example, under Dutch law derivative lawsuits are generally not available, and our supervisory board and management board are responsible for acting in the best interests of the company, its business and all of its stakeholders generally (including employees, customers and creditors), not just shareholders. As a result, our shareholders may find it more difficult to protect their interests against actions by members of our supervisory board or management board than they would if we were a U.S. corporation.

Because of our corporate structure, our shareholders may find it difficult to enforce claims based on United States federal or state laws, including securities liabilities, against us or our management team.

We are incorporated under the laws of the Netherlands, and the vast majority of our assets are located outside of the United States. In addition, some of our officers and management reside outside of the United States. In most cases, a final judgment for the payment of money rendered by a U.S. federal or state court would not be directly enforceable in the Netherlands. Although there is a process under Dutch law for petitioning a Dutch court to enforce a judgment rendered in the United States, there can be no assurance that a Dutch court would impose civil liability on us or our management team in any lawsuit predicated solely upon U.S. securities or other laws. In addition, because most of our assets are located outside of the United States, it could be difficult for investors to place a lien on our assets in connection with a claim of liability under U.S. laws. As a result, it may be difficult for investors to enforce U.S. court judgments or rights predicated upon U.S. laws against us or our management team outside of the United States.

~~We may not be able to make distributions or purchase shares without subjecting our shareholders to Dutch withholding tax.~~

A Dutch withholding tax may be levied on dividends and similar distributions made by Cimpress N.V. to its shareholders at the statutory rate of 15% if we cannot structure such distributions as being made to shareholders in relation to a reduction of par value, which would be non-taxable for Dutch withholding tax purposes. We have purchased our shares and may seek to purchase additional shares in the future. Under our Dutch Advanced Tax Ruling, a purchase of shares should not result in any Dutch withholding tax if we hold the purchased shares in treasury for the purpose of issuing shares pursuant to employee share awards or for the funding of acquisitions. However, if the shares cannot be used for these purposes, or the Dutch tax authorities successfully challenge the use of the shares for these purposes, such a purchase of shares may be treated as a partial liquidation subject to the 15% Dutch withholding tax to be levied on the difference between our average paid in capital per share for Dutch tax purposes and the redemption price per share, if higher.

~~We may be treated as a passive foreign investment company for United States tax purposes, which may subject United States shareholders to adverse tax consequences.~~

If our passive income, or our assets that produce passive income, exceed levels provided by law for any taxable year, we may be characterized as a passive foreign investment company, or a PFIC, for United States federal income tax purposes. If we are treated as a PFIC, U.S. holders of our ordinary shares would be subject to a disadvantageous United States federal income tax regime with respect to the distributions they receive and the gain, if any, they derive from the sale or other disposition of their ordinary shares.

We believe that we were not a PFIC for the tax year ended June 30, 2017 and we expect that we will not become a PFIC in the foreseeable future. However, whether we are treated as a PFIC depends on questions of fact as to our assets and revenues that can only be determined at the end of each tax year. Accordingly, we cannot be certain that we will not be treated as a PFIC in future years.

If a United States shareholder acquires 10% or more of our ordinary shares, it may be subject to increased United States taxation under the “controlled foreign corporation” rules. Additionally, this may negatively impact the demand for our ordinary shares.

If a United States shareholder owns 10% or more of our ordinary shares, it may be subject to increased United States federal income taxation (and possibly state income taxation) under the “controlled foreign corporation” rules. In general, if a U.S. person owns (or is deemed to own) at least 10% of the voting power of a non-U.S. corporation, or “10% U.S. Shareholder,” and if such non-U.S. corporation is a “controlled foreign corporation,” or “CFC,” for an uninterrupted period of 30 days or more during a taxable year, then such 10% U.S. Shareholder who owns (or is deemed to own) shares in the CFC on the last day of the CFC's taxable year must include in its gross income for United States federal income tax (and possibly state income tax) purposes its pro rata share of the CFC's “subpart F income,” even if the "subpart F income" is not distributed. In general, a non-U.S. corporation is considered a CFC if one or more 10% U.S. Shareholders together own more than 50% of the voting power or value of the corporation on any day during the taxable year of the corporation. “Subpart F income” consists of, among other things, certain types of dividends, interest, rents, royalties, gains, and certain types of income from services and personal property sales.

The rules for determining ownership for purposes of determining 10% U.S. Shareholder and CFC status are complicated, depend on the particular facts relating to each investor, and are not necessarily the same as the rules for determining beneficial ownership for SEC reporting purposes. For taxable years in which we are a CFC for an uninterrupted period of 30 days or more, each of our 10% U.S. Shareholders will be required to include in its gross income for United States federal income tax purposes its pro rata share of our "subpart F income," even if the subpart F income is not distributed by us. We currently do not believe we are a CFC. However, whether we are treated as a CFC can be affected by, among other things, facts as to our share ownership that may change. Accordingly, we cannot be certain that we will not be treated as a CFC in future years.

The risk of being subject to increased taxation as a CFC may deter our current shareholders from acquiring additional ordinary shares or new shareholders from establishing a position in our ordinary shares. Either of these scenarios could impact the demand for, and value of, our ordinary shares.

~~We will pay taxes even if we are not profitable on a consolidated basis, which could harm our results of operations.~~

The intercompany service and related agreements among Cimpress N.V. and its direct and indirect subsidiaries ensure that many of the subsidiaries realize profits on an individual legal entity basis. As a result, if the Cimpress group is less profitable, or even not profitable on a consolidated basis, many of our subsidiaries will be profitable and incur income taxes in their respective jurisdictions.

~~The ownership of our ordinary shares is highly concentrated, which could cause or exacerbate volatility in our share price.~~

More than 75% of our ordinary shares are held by our top 10 shareholders, and we may repurchase shares in the future, which could further increase the concentration of our share ownership. Because of this reduced liquidity, the trading of relatively small quantities of shares by our shareholders could disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously if a large number of our ordinary shares were sold on the market without commensurate demand, as compared to a company with greater trading liquidity that could better absorb those sales without adverse impact on its share price.

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

On November 14, 2017, our Supervisory Board authorized the repurchase of up to 6,300,000 of our issued and outstanding ordinary shares on the open market (including block trades that satisfy the safe harbor provisions of Rule 10b-18 pursuant to the U.S. Securities Exchange Act of 1934), through privately negotiated transactions, or in one or more self-tender offers. This share repurchase program expires on May 14, 2019. The following table outlines the purchase of our ordinary shares during the three months ended December 31, 2017:

Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Number of Shares that May Yet be Purchased Under the Program
October 1, 2017 through October 31, 2017 (2) —
$ —
—
5,847,180
November 1, 2017 through November 30, 2017 (3) —
—
—
6,300,000
December 1, 2017 through December 31, 2017 121,444
119.11
121,444
6,178,556
Total 121,444
$ 119.11
121,444
6,178,556

~~___________~~

~~(1) Average Price paid per share includes commissions paid.~~

~~(2) As of October 31, 2017, represents the number of shares remaining in the March 2017 repurchase program.~~

~~(3) As of November 30, 2017, represents the number of shares remaining in the November 2017 repurchase program described above.~~

Item 6. Exhibits

and Financial Statement Schedules



Exhibit No.
~~No.~~Description		~~Description~~
10.1*10.1			~~Amendment to Employment~~Second Amended and Restated Executive Retention Agreement ~~dated December 18, 2017~~ between Cimpress ~~N.V.~~plc and ~~Cornelis David Arends~~Robert Keane dated February 20, 2023 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on ~~December 20, 2017~~February 23, 2023
10.2*10.2			~~Amendment to Long-Term Assignment~~Form of Amended and Restated Executive Retention Agreement ~~dated December 18, 2017~~ between Cimpress ~~N.V.~~plc and ~~Cornelis David Arends~~each of Sean Quinn and Maarten Wensveen is incorporated by reference to our Current Report on Form 8-K filed with the SEC on ~~December 20, 2017~~February 23, 2023
10.3			Executive Retention Agreement between Cimpress plc and Florian Baumgartner dated February 1, 2023 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2023
10.4			Employment Agreement between Cimpress Deutschland GmbH and Florian Baumgartner dated July 10, 2019
10.5			Amendment to Employment Agreement between Cimpress Deutschland GmbH and Florian Baumgartner dated January 1, 2021
31.1			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, ~~Rule~~ Rule��13a-14(a)/15d-14(a), by Chief Executive Officer
31.2			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
32.1			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer
~~101~~		The following materials from this Quarterly Report on Form 10-Q, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
	*Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~February 1, 2018~~April 27, 2023 Cimpress ~~N.V.~~

plc



			By:			/s/ Sean E. Quinn
						Sean E. Quinn
						Chief Financial Officer
						(Principal Financial and Accounting Officer)



	Six Months Ended December 31,
	2017 (1)		2016 (2)
Balance at June 30	$	5,453	$	1,212
Fair value adjustment	220		1,946
Foreign currency impact	269		(134		)
Balance at December 31	$	5,942	$	3,024



Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of December 31, 2017	$	65,000
Contracts with a future start date	350,000
Total	$	415,000



Derivatives in Hedging Relationships	Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives
	Three Months Ended December 31,					Six Months Ended December 31,
In thousands	2017			2016		2017			2016
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps	$	1,593		$	2,513	$	1,656		$	2,764
Cross-currency swaps	1,566			6,731		5,074			4,711
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps	(2,222		)	6,883		(7,345		)	4,824
Currency forward contracts	(3,148		)	1,395		(9,542		)	939
	$	(2,211	)	$	17,522	$	(10,157	)	$	13,238



Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) to Net Income												Affected line item in the Statement of Operations
	Three Months Ended December 31,						Six Months Ended December 31,
In thousands	2017			2016			2017			2016
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps	$	(164	)	$	117		$	(106	)	$	(38	)	Interest expense, net
Cross-currency swaps	(1,688		)	8,450			(5,435		)	7,497			Other (expense) income, net
Total before income tax	(1,852		)	8,567			(5,541		)	7,459			Income before income taxes
Income tax	482			(2,141		)	1,407			(1,865		)	Income tax expense
Total	$	(1,370	)	$	6,426		$	(4,134	)	$	5,594



	Amount of Gain (Loss) Recognized in Net Income										Location of Gain (Loss) Recognized in Income (Ineffective Portion)
	Three Months Ended December 31,					Six Months Ended December 31,
In thousands	2017			2016		2017			2016
Derivatives not designated as hedging instruments
Currency contracts	$	(1,999	)	$	13,224	$	(10,279	)	$	13,301	Other (expense) income, net
Interest rate swaps	247			253		278			253		Other (expense) income, net
	$	(1,752	)	$	13,477	$	(10,001	)	$	13,554



	Gains (losses) on cash flow hedges (1)			Gains (losses) on pension benefit obligation			Translation adjustments, net of hedges (2)			Total
Balance as of June 30, 2017	$	(2,250	)	$	(357	)	$	(110,791	)	$	(113,398	)
Other comprehensive income (loss) before reclassifications	6,730			—			27,709			34,439
Amounts reclassified from accumulated other comprehensive loss to net income	(4,134		)	—			—			(4,134		)
Net current period other comprehensive income (loss)	2,596			—			27,709			30,305
Balance as of December 31, 2017	$	346		$	(357	)	$	(83,082	)	$	(83,093	)



	December 31, 2017		June 30, 2017
Income and indirect taxes (1)	$	56,255	$	34,469
Compensation costs	51,272		54,487
Advertising costs	35,774		26,641
Shipping costs (1)	12,416		6,651
Production costs (1)	11,335		7,472
Sales returns	6,085		4,474
Interest payable	5,546		5,263
Professional costs	3,120		3,021
Purchases of property, plant and equipment	1,724		3,786
Other	36,180		29,303
Total accrued expenses	$	219,707	$	175,567



	December 31, 2017		June 30, 2017
Contingent earn-out liability	$	47,994	$	44,049
Current portion of lease financing obligation	12,569		12,569
Short-term derivative liabilities	13,786		7,243
Current portion of capital lease obligations	10,998		11,573
Mandatorily redeemable noncontrolling interest (1)	1,010		901
Other	2,912		2,100
Total other current liabilities	$	89,269	$	78,435



In thousands	December 31, 2017
Maximum aggregate available for borrowing	$	1,037,500
Outstanding borrowings of senior secured credit facilities	(425,507		)
Remaining amount	611,993
Limitations to borrowing due to debt covenants and other obligations (1)	(122,233		)
Amount available for borrowing as of December 31, 2017 (2)	$	489,760



	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Number of Shares that May Yet be Purchased Under the Program
October 1, 2017 through October 31, 2017 (2)	—	$	—	—	5,847,180
November 1, 2017 through November 30, 2017 (3)	—	—		—	6,300,000
December 1, 2017 through December 31, 2017	121,444	119.11		121,444	6,178,556
Total	121,444	$	119.11	121,444	6,178,556