UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	December 31, ~~2022~~2023
or
☐	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 plc

(Exact Name of Registrant as Specified in Its Charter)


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

First Floor Building ~~D, Xerox~~3, Finnabair Business and Technology Park A91 ~~H9N9,~~XR61,

Dundalk, Co. Louth,

Ireland

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 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 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 every Interactive Data File required to be submitted 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 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 filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐ No þ

As of January ~~23, 2023,~~29, 2024, there were ~~26,242,142~~26,636,591 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three and Six Months Ended December 31, ~~2022~~2023

TABLE OF CONTENTS


						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of December 31, ~~2022~~2023 and June 30, ~~2022~~2023						1
Consolidated Statements of Operations for the three and six months ended December 31, ~~2022~~2023 and ~~2021~~2022						2
Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the three and six months ended December 31, ~~2022~~2023 and ~~2021~~2022						3
Consolidated Statements of Shareholders' Deficit for the three and six months ended December 31, ~~2022~~2023 and ~~2021~~2022						4
Consolidated Statements of Cash Flows for the six months ended December 31, ~~2022~~2023 and ~~2021~~2022						6
Notes to Consolidated Financial Statements						8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						2628
Item 3. Quantitative and Qualitative Disclosures About Market Risk						3841
Item 4. Controls and Procedures						4042

PART II OTHER INFORMATION
Item 1A. Risk Factors						43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						43
Item 5. Other Information						43
Item 6. Exhibits						4143
Signatures						4244

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

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


		December 31, 2022		June 30, 2022
	December 31, 2023						December 31, 2023	June 30, 2023
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	111,279	$	277,053
Marketable securities	Marketable securities	85,070		49,952
Accounts receivable, net of allowances of $6,473 and $6,140, respectively		70,433		63,885
Accounts receivable, net of allowances of $7,470 and $6,630, respectively
Inventory	Inventory	140,517		126,728
Prepaid expenses and other current assets	Prepaid expenses and other current assets	118,015		108,697

Total current assets
Total current assets
Total current assets	Total current assets	525,314		626,315
Property, plant and equipment, net	Property, plant and equipment, net	278,347		286,826
Operating lease assets, net	Operating lease assets, net	70,142		80,694
Software and website development costs, net	Software and website development costs, net	93,686		90,474
Deferred tax assets	Deferred tax assets	9,519		113,088
Goodwill	Goodwill	776,788		766,600
Intangible assets, net	Intangible assets, net	131,274		154,730
Marketable securities, non-current	Marketable securities, non-current	17,107		—
Other assets	Other assets	49,929		48,945
Total assets	Total assets	$	1,952,106	$	2,167,672
Liabilities, noncontrolling interests and shareholders’ deficit	Liabilities, noncontrolling interests and shareholders’ deficit					Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	318,554	$	313,710
Accrued expenses	Accrued expenses	264,510		253,841
Deferred revenue	Deferred revenue	48,911		58,861
Short-term debt	Short-term debt	10,218		10,386
Operating lease liabilities, current	Operating lease liabilities, current	22,857		27,706
Other current liabilities	Other current liabilities	31,685		28,035

Total current liabilities	Total current liabilities	696,735		692,539
Total current liabilities
Total current liabilities
Deferred tax liabilities	Deferred tax liabilities	47,178		41,142
Long-term debt	Long-term debt	1,679,059		1,675,562

Operating lease liabilities, non-current	Operating lease liabilities, non-current	50,218		57,474
Operating lease liabilities, non-current
Operating lease liabilities, non-current
Other liabilities	Other liabilities	79,662		64,394
Total liabilities	Total liabilities	2,552,852		2,531,111
Commitments and contingencies (Note 12)	Commitments and contingencies (Note 12)
Redeemable noncontrolling interests		12,565		131,483
Redeemable noncontrolling interests (Note 10)
Redeemable noncontrolling interests (Note 10)
Redeemable noncontrolling interests (Note 10)
Shareholders’ deficit:	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; 44,211,416 and 44,083,569 shares issued, respectively; 26,240,169 and 26,112,322 shares outstanding, respectively		615		615
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,604,367 and 44,315,855 shares issued, respectively; 26,633,120 and 26,344,608 shares outstanding, respectively

Treasury shares, at cost, 17,971,247 shares for both periods presented
Treasury shares, at cost, 17,971,247 shares for both periods presented
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	Additional paid-in capital	521,531		501,003
Retained earnings	Retained earnings	256,152		414,138
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(28,059)		(47,128)

Total shareholders’ deficit attributable to Cimpress plc

Total shareholders’ deficit attributable to Cimpress plc

Total shareholders’ deficit attributable to Cimpress plc
Noncontrolling interests (Note 10)
Total shareholders' deficit	Total shareholders' deficit	(613,311)		(494,922)
Total liabilities, noncontrolling interests and shareholders’ deficit	Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,952,106	$	2,167,672

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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




		Three Months Ended December 31,				Six Months Ended December 31,				Three Months Ended December 31,	Six Months Ended December 31,
		2022		2021		2022		2021
Revenue	Revenue	$	845,202	$	849,716	$	1,548,617	$	1,507,315
Revenue
Revenue
Cost of revenue (1)
Cost of revenue (1)
Cost of revenue (1)	Cost of revenue (1)	455,393		423,937		833,128		762,926
Technology and development expense (1)	Technology and development expense (1)	77,723		70,267		152,198		137,544
Technology and development expense (1)
Technology and development expense (1)
Marketing and selling expense (1)
Marketing and selling expense (1)
Marketing and selling expense (1)	Marketing and selling expense (1)	205,148		208,616		406,078		383,313
General and administrative expense (1)	General and administrative expense (1)	49,791		46,726		103,863		93,274
General and administrative expense (1)
General and administrative expense (1)
Amortization of acquired intangible assets	Amortization of acquired intangible assets	12,362		13,882		24,712		27,340
Amortization of acquired intangible assets
Amortization of acquired intangible assets
Restructuring expense (1)
Restructuring expense (1)
Restructuring expense (1)	Restructuring expense (1)	11,207		307		13,027		(2)

Income from operations	Income from operations	33,578		85,981		15,611		102,920

Income from operations

Income from operations
Other (expense) income, net
Other (expense) income, net
Other (expense) income, net	Other (expense) income, net	(17,392)		12,839		10,005		26,009
Interest expense, net	Interest expense, net	(28,597)		(25,369)		(53,403)		(51,057)

(Loss) income before income taxes		(12,411)		73,451		(27,787)		77,872
Interest expense, net
Interest expense, net
Gain on early extinguishment of debt
Gain on early extinguishment of debt
Gain on early extinguishment of debt
Income (loss) before income taxes
Income (loss) before income taxes
Income (loss) before income taxes
Income tax expense	Income tax expense	126,129		17,298		135,494		26,679
Net (loss) income		(138,540)		56,153		(163,281)		51,193
Income tax expense
Income tax expense
Net income (loss)
Net income (loss)
Net income (loss)
Add: Net (income) attributable to noncontrolling interests	Add: Net (income) attributable to noncontrolling interests	(1,460)		(1,364)		(2,160)		(3,102)
Net (loss) income attributable to Cimpress plc		$	(140,000)	$	54,789	$	(165,441)	$	48,091
Basic net (loss) income per share attributable to Cimpress plc		$	(5.34)	$	2.10	$	(6.31)	$	1.84
Diluted net (loss) income per share attributable to Cimpress plc		$	(5.34)	$	2.08	$	(6.31)	$	1.82
Add: Net (income) attributable to noncontrolling interests
Add: Net (income) attributable to noncontrolling interests
Net income (loss) attributable to Cimpress plc
Net income (loss) attributable to Cimpress plc
Net income (loss) attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc
Diluted net income (loss) per share attributable to Cimpress plc
Diluted net income (loss) per share attributable to Cimpress plc
Diluted net income (loss) per share attributable to Cimpress plc
Weighted average shares outstanding — basic
Weighted average shares outstanding — basic
Weighted average shares outstanding — basic	Weighted average shares outstanding — basic	26,234,747		26,096,786		26,206,782		26,084,518
Weighted average shares outstanding — diluted	Weighted average shares outstanding — diluted	26,234,747		26,402,703		26,206,782		26,493,258
Weighted average shares outstanding — diluted
Weighted average shares outstanding — diluted

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




		Three Months Ended December 31,				Six Months Ended December 31,				Three Months Ended December 31,	Six Months Ended December 31,
		2022		2021		2022		2021
Cost of revenue	Cost of revenue	$	176	$	127	$	369	$	243
Cost of revenue
Cost of revenue
Technology and development expense
Technology and development expense
Technology and development expense	Technology and development expense	4,267		3,355		7,308		6,258
Marketing and selling expense	Marketing and selling expense	1,752		2,798		4,211		5,475
Marketing and selling expense
Marketing and selling expense
General and administrative expense
General and administrative expense
General and administrative expense	General and administrative expense	5,352		6,225		10,134		11,535
Restructuring expense	Restructuring expense	493		—		649		—
Restructuring expense
Restructuring expense

See accompanying notes.

CIMPRESS PLC

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

(unaudited in thousands)

Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Net (loss) income $ (138,540) $ 56,153 $ (163,281) $ 51,193
Other comprehensive income (loss), net of tax:
Foreign currency translation gains, net of hedges 11,120 3,542 2,938 3,359
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges (5,649) (2,498) 11,111 (4,423)
Amounts reclassified from accumulated other comprehensive loss to net (loss) income on derivative instruments 3,136 7,768 198 13,314
Gain on pension benefit obligation, net — 444 — 444
Comprehensive (loss) income (129,933) 65,409 (149,034) 63,887
Add: Comprehensive loss (income) attributable to noncontrolling interests 2,015 (760) 2,662 (1,641)
Total comprehensive (loss) income attributable to Cimpress plc $ (127,918) $ 64,649 $ (146,372) $ 62,246


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Net income (loss)	$	60,254	$	(138,540)	$	64,823	$	(163,281)
Other comprehensive income (loss), net of tax:
Foreign currency translation (losses) gains, net of hedges	(2,053)		11,120		(5,840)		2,938
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges	(10,271)		(5,649)		(2,592)		11,111
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments	55		3,136		(3,493)		198



Comprehensive income (loss)	47,985		(129,933)		52,898		(149,034)
Add: Comprehensive (income) loss attributable to noncontrolling interests	(2,481)		2,015		(2,402)		2,662
Total comprehensive income (loss) attributable to Cimpress plc	$	45,504	$	(127,918)	$	50,496	$	(146,372)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(unaudited in thousands)


		Ordinary Shares
		Ordinary Shares
		Ordinary Shares
		Number of Shares Issued
		Number of Shares Issued
		Number of Shares Issued																	Amount	Number of Shares Issued	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders’ Deficit
Balance at June 30, 2022

		Ordinary Shares			Deferred Ordinary Shares			Treasury Shares
Restricted share units vested, net of shares withheld for taxes
		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

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

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		11,129		—		—		11,129
Share-based compensation expense
Share-based compensation expense
Net loss attributable to Cimpress plc	Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(6,698)		—		(6,698)
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(7,592)		—		(7,592)

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		3,621		3,621
Foreign currency translation, net of hedges	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)

Balance at September 30, 2022
Balance at September 30, 2022
Balance at September 30, 2022
Restricted share units vested, net of shares withheld for taxes
Share-based compensation expense
Net loss attributable to Cimpress plc
Redeemable noncontrolling interest accretion to redemption value
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
Foreign currency translation, net of hedges
Balance at December 31, 2022

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
		Ordinary Shares
		Ordinary Shares
		Number of Shares Issued
		Number of Shares Issued
		Number of Shares Issued																	Amount	Number of Shares Issued	Amount	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders’ Deficit
Balance at June 30, 2023
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes
		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
Restricted share units vested, net of shares withheld for taxes
Restricted share units vested, net of shares withheld for taxes	Restricted share units vested, net of shares withheld for taxes	112	—		—	—		—	—		(2,212)		—		—		(2,212)

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		10,653		—		—		10,653
Net loss attributable to Cimpress plc		—	—		—	—		—	—		—		(25,441)		—		(25,441)
Share-based compensation expense
Share-based compensation expense
Net income attributable to Cimpress plc
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(2,725)		—		(2,725)

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		13,822		13,822
Foreign currency translation, net of hedges	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)

Balance at September 30, 2023
Balance at September 30, 2023
Balance at September 30, 2023
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes

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

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		12,245		—		—		12,245
Net loss attributable to Cimpress plc		—	—		—	—		—	—		—		(140,000)		—		(140,000)
Share-based compensation expense
Share-based compensation expense
Net income attributable to Cimpress plc
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		10,180		—		10,180

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		(2,513)		(2,513)
Foreign currency translation, net of hedges	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)

Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)

Six Months Ended December 31,

2022

2021

Operating activities

Net (loss) income

(163,281)

51,193

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

Operating activities

Net income (loss)

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

Depreciation and amortization

81,816

89,746

Depreciation and amortization

Share-based compensation expense

22,671

23,511

Deferred taxes

116,927

3,977

Deferred taxes

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

25,897

(23,020)

Deferred taxes

Gain on early extinguishment of debt

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

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency

(4,982)

(6,302)

Other non-cash items

11,908

(1,699)

Other non-cash items

Changes in operating assets and liabilities, net of effects of businesses acquired:

Accounts receivable

(5,465)

(13,102)

Accounts receivable

Inventory

(26,249)

(23,327)

Prepaid expenses and other assets

(13,176)

(9,969)

Prepaid expenses and other assets

Accounts payable

10,960

69,318

Accrued expenses and other liabilities

(1,151)

19,585

Accrued expenses and other liabilities

Net cash provided by operating activities

55,875

179,911

Investing activities

Purchases of property, plant and equipment

(26,490)

(26,539)

Business acquisitions, net of cash acquired

(498)

(68,946)

Business acquisitions, net of cash acquired

Capitalization of software and website development costs

(29,246)

(32,134)

Capitalization of software and website development costs

Proceeds from the sale of assets

1,365

25,835

Purchases of marketable securities

(84,030)

—

Purchases of marketable securities

Proceeds from maturity of held-to-maturity investments

32,330

27,000

Payments for settlement of derivatives designated as hedging instruments

—

(1,880)

Other investing activities

—

(617)

Net cash used in investing activities

(106,569)

(77,281)

Financing activities

Proceeds from borrowings of debt

10,000

—

Payments of debt

(16,586)

(7,671)

Payments of debt issuance costs

(51)

(1,435)

Payments of purchase consideration included in acquisition-date fair value

(225)

—

Payments of withholding taxes in connection with equity awards

(2,370)

(2,898)

Payments of finance lease obligations

(4,264)

(33,107)

Purchase of noncontrolling interests

(95,567)

(324)

Payments of debt

Payments for early redemption of 7% Senior Notes due 2026

Payments of debt issuance costs

Payments of purchase consideration included in acquisition-date fair value

Payments of withholding taxes in connection with equity awards

Payments of finance lease obligations

Purchase of noncontrolling interests

Proceeds from issuance of ordinary shares

Distributions to noncontrolling interests

(3,652)

(3,963)

Other financing activities

—

Distributions to noncontrolling interests

Net cash used in financing activities

(112,715)

(49,357)

Effect of exchange rate changes on cash

1,765

(5,137)

Effect of exchange rate changes on cash

Change in cash held for sale

(4,130)

—

Net (decrease) increase in cash and cash equivalents

(165,774)

48,136

Change in cash held for sale

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

277,053

183,023

Cash and cash equivalents at end of period

111,279

231,159

See accompanying notes.

Cash and cash equivalents at end of period

See accompanying notes.

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)

Six Months Ended December 31,
2022 2021
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 50,820 $ 49,687
Income taxes 11,166 15,825
Non-cash investing and financing activities
Property and equipment acquired under finance leases 8,643 3,596
Amounts accrued related to property, plant and equipment 9,903 9,818
Amounts accrued related to capitalized software development costs 82 475
Amounts accrued related to business acquisitions 6,838 52,677
CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)


	Six Months Ended December 31,
	2023		2022
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	66,646	$	50,820
Income taxes	26,434		11,166
Cash received during the period for:
Interest	6,165		5,028
Non-cash investing and financing activities
Property and equipment acquired under finance leases	2,209		8,643
Amounts accrued related to property, plant and equipment	6,561		9,903
Amounts accrued related to capitalized software development costs	189		82
Amounts accrued related to business acquisitions	—		6,838

See accompanying notes.

CIMPRESS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of the Business

Cimpress is a strategically focused ~~group~~collection of ~~more than a dozen~~ businesses that specialize in print mass customization, ~~of printing and related products, via~~through which we deliver large volumes of individually small-sized customized ~~orders.~~orders of printed materials and related products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, ~~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.

~~Mandatorily Redeemable Noncontrolling Interests~~

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties. The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and is to be redeemed via the transfer of assets. Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value.

During the second quarter of fiscal 2023, the exercise of put options by the minority shareholders of three PrintBrothers businesses to redeem a portion of their equity interests triggered a mandatory redemption feature for the remaining minority interests after exercise. As such, we reclassified the remaining minority equity interests from redeemable noncontrolling interest to mandatorily redeemable noncontrolling interest, which is presented as part of other liabilities on the consolidated balance sheets. Refer to Note 10 for additional details.

Marketable Securities

We hold certain investments that are classified as held-to-maturity ~~(HTM)~~ as we have the intent and ability to hold them to their maturity dates. 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, ~~specifically U.S. Treasury bills, notes, and bonds,~~ U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and ~~medium term~~medium-term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, ~~2022~~2023 and ~~2021.~~2022.

The following is a summary of the net carrying amount, ~~unrealized gains,~~ unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, ~~2022~~2023 and June 30, ~~2022.~~2023.


		December 31, 2023
		December 31, 2023
		December 31, 2023
	Amortized cost							Amortized cost	Unrealized losses	Fair value
Due within one year or less:

Corporate debt securities

Corporate debt securities

Corporate debt securities
U.S. government securities

		December 31, 2022
		Amortized cost		Unrealized losses		Fair value
Due within one year or less:
Commercial paper		$	40,985	$	(227)	$	40,758
Corporate debt securities		39,821		(304)		39,517
U.S. government securities		4,264		(66)		4,198
Total due within one year or less		85,070		(597)		84,473
Due between one and two years:
Corporate debt securities		12,144		(253)		11,891
U.S. government securities		4,963		(80)		4,883
Total due within between one and two years		17,107		(333)		16,774

Total held-to-maturity securities	Total held-to-maturity securities	$	102,177	$	(930)	$	101,247

Total held-to-maturity securities

Total held-to-maturity securities

June 30, 2022

Amortized cost

Unrealized losses

Fair value

June 30, 2023

Amortized cost

Unrealized losses

Fair value

Due within one year or less:

Commercial paper

Corporate debt securities

49,952

(546)

49,406

U.S. government securities

Total due within one year or less

Due between one and two years:

Corporate debt securities

U.S. government securities

Total due between one and two years

Total held-to-maturity securities

49,952

(546)

49,406

Other (Expense) Income, Net

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


		Three Months Ended December 31,				Six Months Ended December 31,
		2022		2021		2022		2021
										Three Months Ended December 31,	Six Months Ended December 31,
	2023
(Losses) gains on derivatives not designated as hedging instruments (1)
(Losses) gains on derivatives not designated as hedging instruments (1)
(Losses) gains on derivatives not designated as hedging instruments (1)	(Losses) gains on derivatives not designated as hedging instruments (1)	$	(24,196)	$	6,481	$	4,449	$	19,808
Currency-related gains, net (2)	Currency-related gains, net (2)	6,227		5,551		6,030		5,874
Currency-related gains, net (2)
Currency-related gains, net (2)
Other gains (losses)
Other gains (losses)
Other gains (losses)	Other gains (losses)	577		807		(474)		327
Total other (expense) income, net	Total other (expense) income, net	$	(17,392)	$	12,839	$	10,005	$	26,009
Total other (expense) income, net
Total other (expense) income, net

_____________________

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging ~~instruments, as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior periods.~~instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, ~~and losses of $746 and $4,418 for the three and six months ended December 31, 2021.~~respectively. Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.

Net Income (Loss) ~~Income~~ Per Share Attributable to Cimpress plc

Basic net income (loss) ~~income~~ per share attributable to Cimpress plc is computed by dividing net income (loss) ~~income~~ attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income (loss) ~~income~~ per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

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

Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Weighted average shares outstanding, basic 26,234,747 26,096,786 26,206,782 26,084,518
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1) — 305,917 — 408,740
Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,234,747 26,402,703 26,206,782 26,493,258
Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1)(2) 3,286,936 567,220 2,987,875 292,834


	Three Months Ended December 31,		Six Months Ended December 31,
	2023	2022	2023	2022
Weighted average shares outstanding, basic	26,609,929	26,234,747	26,539,349	26,206,782
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)	569,144	—	589,915	—
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc	27,179,073	26,234,747	27,129,264	26,206,782
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)	192,204	3,286,936	189,927	2,987,875

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included ~~as they are anti-dilutive.~~in dilutive or anti-dilutive shares until the performance condition is met.

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, ~~2022,~~2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average ~~anti-dilutive~~dilutive effect of the warrants was 146,506and122,412, respectively.For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 ~~shares in both periods,~~outstanding warrants were considered anti-dilutive.

Share-based Compensation

Total share-based compensation costs were $17,649 and ~~281,884 and 345,722 shares~~$30,102 for the three and six months ended December 31, ~~2021, respectively.~~2023, respectively, as compared to $12,040 and $22,671 for the three and six months ended December 31, 2022.

During the first half of fiscal year 2024, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program. The 2024 PSUs include both a service and performance condition, and the related expense is recognized using an accelerated expense attribution over the requisite service period for each separately vesting portion of the award. The performance condition for these awards is based on one-year financial targets for fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow. Actual shares issued for each grant will range from 0% to 160% of the number of 2024 PSUs granted based on the attainment of the performance condition. Share-based compensation expense for these awards will be recognized on an accelerated basis using the grant date fair value and our estimated attainment percentage of the related performance condition. Until the performance condition is measured during the first fiscal quarter following the end of fiscal year 2024, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.

Assets Held for Sale

During the first quarter of fiscal year 2024, we began marketing our customer service facility located in Montego Bay, Jamaica for sale as part of the ongoing efforts to optimize our real estate footprint with many of our team members in Jamaica operating under a remote-first model. As such, we continue to classify the facility as held for sale, which has a carrying value of $16,595 recognized within prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2023. We have not recognized any losses on the planned sale of these assets, since the expected sale price less selling costs remains above the carrying value.

Recently Issued or Adopted Accounting Pronouncements

Adopted Accounting Standards

In December 2022, the FASB issued Accounting Standards Update No. 2022-06 "Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848" (ASU 2022-06), which extends the optional transition relief to ease the potential burden in accounting for 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 entity's own equity when calculating earnings per share. We adopted the 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~~

Supply Chain Finance Programs

In September 2022, the FASB issued Accounting Standards Update No. 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)": Disclosure of Supplier Finance Program Obligations" (ASU 2022-04), which provides authoritative guidance ~~for~~about expanded disclosure requirements for supply chain finance programs. The new standard requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to suppliers participating in these programs. The adoption of the new disclosure requirements was effective for the current quarter, except for a rollforward of activity within supply chain finance programs, which is effective as part of our annual disclosures for fiscal year 2025. The adoption of the new standard did not have an impact on ~~July 1, 2023. Cimpress~~our consolidated financial statements.

~~businesses have an active~~We facilitate a voluntary supply chain finance program through a financial intermediary, which ~~will require additional~~provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of December 31, 2023 and June 30, 2023 were $55,777 and $44,522, respectively.

Accounting Standards to be Adopted

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure ~~after adoption of this standard. We will include~~requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting inwith our annual report for the ~~first quarter of~~ fiscal ~~2024.~~year ending June 30, 2026. Early adoption is permitted, but we do not intend to early adopt this standard.

In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard.

3. Fair Value Measurements

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

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

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

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

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


	December 31, 2023
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	14,362	$	—	$	14,362	$	—

Currency forward contracts	89		—		89		—

Total assets recorded at fair value	$	14,451	$	—	$	14,451	$	—

Liabilities

Cross-currency swap contracts	$	(2,456)	$	—	$	(2,456)	$	—
Currency forward contracts	(4,761)		—		(4,761)		—
Currency option contracts	(4,445)		—		(4,445)		—
Total liabilities recorded at fair value	$	(11,662)	$	—	$	(11,662)	$	—

December 31, 2022
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 $ 23,550 $ — $ 23,550 $ —
Currency forward contracts 4,579 — 4,579 —
Currency option contracts 4,514 — 4,514 —
Total assets recorded at fair value $ 32,643 $ — $ 32,643 $ —
Liabilities
Cross-currency swap contracts $ (1,313) $ — $ (1,313) $ —
Currency forward contracts (3,654) — (3,654) —
Currency option contracts (599) — (599) —
Total liabilities recorded at fair value $ (5,566) $ — $ (5,566) $ —

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)
Assets
Interest rate swap contracts $ 14,336 $ — $ 14,336 $ —
Currency forward contracts 20,638 — 20,638 —
Currency option contracts 10,611 — 10,611 —
Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ —
Liabilities
Cross-currency swap contracts $ (446) $ — $ (446) $ —
Currency forward contracts (505) — (505) —
Currency option contracts (9) — (9) —
Total liabilities recorded at fair value $ (960) $ — $ (960) $ —


	June 30, 2023
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	19,218	$	—	$	19,218	$	—

Currency forward contracts	2,301		—		2,301		—
Currency option contracts	990		—		990		—
Total assets recorded at fair value	$	22,509	$	—	$	22,509	$	—

Liabilities

Cross-currency swap contracts	$	(1,777)	$	—	$	(1,777)	$	—
Currency forward contracts	(4,485)		—		(4,485)		—
Currency option contracts	(3,055)		—		(3,055)		—
Total liabilities recorded at fair value	$	(9,317)	$	—	$	(9,317)	$	—

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

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

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, ~~2022,~~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.

As of December 31, ~~2022~~2023 and June 30, ~~2022,~~2023, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of December 31, ~~2022~~2023 and June 30, ~~2022,~~2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $~~1,706,972~~1,626,325 and ~~$1,705,365,~~$1,653,989, respectively, and the fair value was ~~$1,530,471~~$1,625,473 and ~~$1,600,627,~~$1,604,190, respectively. Our debt at December 31, ~~2022~~2023 includes variable-rate debt instruments indexed to ~~LIBOR~~Term SOFR and Euribor that ~~resets~~reset periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

As of December 31, ~~2022~~2023 and June 30, ~~2022~~2023, our held-to-maturity marketable securities were held at an amortized cost of ~~$102,177~~$17,239 and ~~$49,952,~~$43,037, respectively, while the fair value was ~~$101,247~~$17,148 and $~~49,406,~~42,667, respectively. The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

4. Derivative Financial Instruments

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

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

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as

cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of December 31, ~~2022,~~2023, we estimate that ~~$8,207~~$4,356 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, ~~2023.~~2024. As of December 31, ~~2022,~~2023, we had ~~fourteen~~eleven effective outstanding interest rate swap ~~contracts. Twelve of our swaps are indexed to USD LIBOR, while the remaining two are~~contracts that were indexed to Term or Daily 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 swap contracts have varying start and maturity dates through April 2028.


Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of December 31, ~~2022~~2023 (1)	$	~~400,000~~245,000
Contracts with a future start date	430,000
Total	$	~~830,000~~675,000

________________________

(1) Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

Cross-Currency Swap Contracts

~~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 hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of December 31, ~~2022,~~2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478, maturing during June 2024. We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of December 31, ~~2022,~~2023, we estimate that~~$1,794~~ $809 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, ~~2023.~~2024.

Other Currency Hedges

We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

As of December 31, ~~2022,~~2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of ~~$364,524~~$323,242 that matures in May 2028.

We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, ~~2022~~2023 and ~~2021,~~2022, we experienced volatility within other (expense)

income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 8 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other

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

As of December 31, ~~2022,~~2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, ~~British Pound,~~ Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, ~~Japanese Yen,~~ 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

$534,594

March 2021 through December 2022

Various dates through Dec 2024

536

Various

$626,697

March 2022 through December 2023

Various dates through December 2025

608

Various

Financial Instrument Presentation

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


		December 31, 2022
		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
	December 31, 2023																				December 31, 2023
	Asset Derivatives																	Asset Derivatives				Liability Derivatives
	Balance Sheet line item															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	Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Interest rate swaps
Interest rate swaps
Interest rate swaps	Interest rate swaps	Other assets	$	23,554	$	(4)	$	23,550	Other current liabilities / other liabilities	$	—	$	—	$	—
Cross-currency swaps	Cross-currency swaps	Other assets	—		—		—		Other liabilities	(1,313)		—		(1,313)

Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		$	23,554	$	(4)	$	23,550		$	(1,313)	$	—	$	(1,313)

Total derivatives designated as hedging instruments

Total derivatives designated as hedging instruments

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

Currency forward contracts

Currency forward contracts

Currency forward contracts	Currency forward contracts	Other current assets / other assets	$	5,920	$	(1,341)	$	4,579	Other current liabilities / other liabilities	$	(6,128)	$	2,474	$	(3,654)
Currency option contracts	Currency option contracts	Other current assets / other assets	4,537		(23)		4,514		Other liabilities	(1,243)		644		(599)
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments		$	10,457	$	(1,364)	$	9,093		$	(7,371)	$	3,118	$	(4,253)

1416


	June 30, 2023																				June 30, 2023
	Asset Derivatives																	Asset Derivatives				Liability Derivatives
	Balance Sheet line item															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
		June 30, 2022
		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
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Interest rate swaps
Interest rate swaps
Interest rate swaps	Interest rate swaps	Other current assets / other assets	$	14,336	$	—	$	14,336	Other current liabilities / other liabilities	$	—	$	—	$	—
Cross-currency swaps	Cross-currency swaps	Other assets	—		—		—		Other liabilities	(446)		—		$	(446)

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

Total derivatives designated as hedging instruments

Total derivatives designated as hedging instruments

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

Currency forward contracts

Currency forward contracts

Currency forward contracts	Currency forward contracts	Other current assets / other assets	$	24,440	$	(3,802)	$	20,638	Other current liabilities / other liabilities	$	(505)	$	—	$	(505)
Currency option contracts	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	Total derivatives not designated as hedging instruments		$	35,052	$	(3,803)	$	31,249		$	(514)	$	—	$	(514)

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive ~~(loss) income,~~loss, net of tax, for the three and six months ended December 31, ~~2022~~2023 and ~~2021:~~
Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Derivatives in cash flow hedging relationships
Interest rate swaps $ (1,266) $ 5,021 $ 11,688 $ 5,540
Cross-currency swaps (4,383) (7,519) (577) (9,963)
Derivatives in net investment hedging relationships
Intercompany loan (18,636) 8,359 (5,684) 17,386
Currency forward contracts — 2,922 — 6,414
Total $ (24,285) $ 8,783 $ 5,427 $ 19,377
2022:


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(8,081)	$	(1,266)	$	(1,950)	$	11,688
Cross-currency swaps	(2,190)		(4,383)		(642)		(577)
Derivatives in net investment hedging relationships

Intercompany loan	(9,319)		(18,636)		(3,545)		(5,684)
Currency forward contracts	—		—		(1,080)		—
Total	$	(19,590)	$	(24,285)	$	(7,217)	$	5,427

The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, ~~2022~~2023 and ~~2021:~~2022:


		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income								Affected line item in the Statement of Operations
		Three Months Ended December 31,				Six Months Ended December 31,
		2022		2021		2022		2021
		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income																							Affected line item in the Statement of Operations
	Three Months Ended December 31,
		2023
		2023
		2023
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Derivatives in cash flow hedging relationships
Interest rate swaps
Interest rate swaps
Interest rate swaps	Interest rate swaps	$	(1,089)	$	2,973	$	(692)	$	5,470		Interest expense, net	$	(2,274)		$		$	(1,089)		$		$	(4,496)	$			$	(692)		Interest expense, net		Interest expense, net
Cross-currency swaps	Cross-currency swaps	4,606		3,821		864		7,808			Other (expense) income, net	Cross-currency swaps		2,230		4,606			4,606		294			294		864			864		Other (expense) income, net		Other (expense) income, net
Total before income tax	Total before income tax	3,517		6,794		172		13,278			(Loss) income before income taxes	Total before income tax		(44)		3,517			3,517		(4,202)			(4,202)		172			172		Income (loss) before income taxes		Income (loss) before income taxes
Income tax	Income tax	(381)		974		26		36			Income tax expense	Income tax		98		(381)			(381)		709			709		26			26		Income tax expense		Income tax expense
Total	Total	$	3,136	$	7,768	$	198	$	13,314

1517

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, ~~2022~~2023 and ~~2021~~2022 for derivative instruments for which we did not elect hedge ~~accounting and de-designated derivative financial instruments that did not qualify as hedging instruments.~~accounting.


		Amount of Gain (Loss) Recognized in Net Income (Loss)
		Amount of Gain (Loss) Recognized in Net Income (Loss)
		Amount of Gain (Loss) Recognized in Net Income (Loss)																Affected line item in the Statement of Operations
	Three Months Ended December 31,
		2023
		2023
		2023
Currency contracts
Currency contracts
Currency contracts												$	(13,668)	$	(24,196)	$	(5,356)		$	4,449	Other (expense) income, net
		Amount of Gain (Loss) Recognized in Net (Loss) Income								Affected line item in the Statement of Operations
		Three Months Ended December 31,				Six Months Ended December 31,
		2022		2021		2022		2021
Currency contracts		$	(24,196)	$	7,161	$	4,449	$	20,024		Other (expense) income, net
Interest rate swaps		—		(680)		—		(216)			Other (expense) income, net
Total	Total	$	(24,196)	$	6,481	$	4,449	$	19,808
Total
Total

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive ~~income (loss)~~loss by component, net of tax of $~~3,888~~464 for the six months ended December 31, ~~2022~~2023:

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 11,111 — 7,760 18,871
Amounts reclassified from accumulated other comprehensive loss to net loss 198 — — 198
Net current period other comprehensive income 11,309 — 7,760 19,069
Balance as of December 31, 2022 $ 16,488 $ (86) $ (44,461) $ (28,059)


	Gains on cash flow hedges (1)		Losses on pension benefit obligation		Translation adjustments, net of hedges (2)		Total
Balance as of June 30, 2023	$	12,297	$	(356)	$	(47,001)	$	(35,060)
Other comprehensive income before reclassifications	(2,592)		—		(6,078)		(8,670)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)	(3,493)		—		—		(3,493)
Net current period other comprehensive loss	(6,085)		—		(6,078)		(12,163)
Balance as of December 31, 2023	$	6,212	$	(356)	$	(53,079)	$	(47,223)

________________________

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

(2) As of December 31, ~~2022~~2023 and June 30, ~~2022,~~2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of December 31, ~~2022~~2023 and June 30, ~~2022.~~2023. Intercompany loan hedge gains of ~~$42,519~~$33,199 and ~~$51,003~~$38,489 have been included in accumulated other comprehensive loss as of December 31, ~~2022~~2023 and June 30, ~~2022,~~2023, respectively.

6. Goodwill

The carrying amount of goodwill by reportable segment as of December 31, ~~2022~~2023 and June 30, ~~2022~~2023 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
Adjustments — — — 225 225
Effect of currency translation adjustments (1) 2,384 3,619 3,960 — 9,963
Balance as of December 31, 2022 $ 293,882 $ 134,447 $ 147,929 $ 200,530 $ 776,788


	Vista		PrintBrothers		The Print Group		All Other Businesses		Total
Balance as of June 30, 2023	$	295,731	$	141,092	$	149,797	$	194,921	$	781,541




Effect of currency translation adjustments (1)	4,120		2,778		2,528		—		9,426
Balance as of December 31, 2023	$	299,851	$	143,870	$	152,325	$	194,921	$	790,967

________________________

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

7. Other Balance Sheet Components

Accrued expenses included the following:

December 31, 2022 June 30, 2022
Compensation costs $ 67,900 $ 78,521
Income and indirect taxes 55,261 41,886
Advertising costs 20,887 25,925
Shipping costs 13,492 10,228
Third party manufacturing and digital content costs 17,961 15,790
Variable compensation incentives (1) 8,578 —
Sales returns
6,686 6,286
Restructuring costs (2) 5,239 13,449
Professional fees 3,998 2,394
Interest payable 2,901 2,477
Other 61,607 56,885
Total accrued expenses $ 264,510 $ 253,841


	December 31, 2023		June 30, 2023
Compensation costs	$	72,897	$	74,879
Income and indirect taxes (1)	60,893		53,266
Advertising costs (1)	23,141		16,548
Third party manufacturing and digital content costs (1)	20,713		17,380
Shipping costs (1)	15,294		11,146
Variable compensation incentives	7,971		9,413
Sales returns	6,175		6,441
Interest payable	3,336		2,847
Professional fees	2,532		2,743
Restructuring costs (2)	762		7,567
Other	51,747		54,879
Total accrued expenses	$	265,461	$	257,109

______________________

(1) ~~Includes cash-based employee long-term incentives, which are variable based on~~The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the ~~performance~~second quarter of ~~individual businesses and vest over four years.~~our fiscal year.

(2) ~~Includes~~The decrease in restructuring costs included in accrued ~~restructuring charges related~~expenses as of December 31, 2023 is primarily due to severance ~~benefits primarily from our~~payments made as a result of the cost reduction actions implemented during fiscal year ~~2022 actions.~~2023. Refer to Note 13 for additional details.

Other current liabilities included the following:
December 31, 2022 June 30, 2022
Current portion of finance lease obligations $ 7,198 $ 6,684
Short-term derivative liabilities 7,593 4,299
Other 16,894 17,052
Total other current liabilities $ 31,685 $ 28,035


	December 31, 2023		June 30, 2023
Current portion of finance lease obligations	$	8,978	$	9,938
Short-term derivative liabilities	11,624		9,865


Other	1,047		4,666
Total other current liabilities	$	21,649	$	24,469

Other liabilities included the following:

December 31, 2022 June 30, 2022
Long-term finance lease obligations $ 19,935 $ 14,699
Long-term derivative liabilities 2,460 463
Mandatorily redeemable noncontrolling interest (1) 11,724 —
Long-term compensation incentives 17,577 19,934
Other 27,966 29,298
Total other liabilities $ 79,662 $ 64,394

~~______________________~~

(1) During the second quarter of fiscal year 2023, we reclassified the noncontrolling interest for three businesses in the PrintBrothers reportable segment to other liabilities, due to the exercise of a put option in the current quarter for a portion of the minority equity interests that triggered a mandatory redemption feature for the remaining minority equity interest. Subsequent to the option exercise, we recognized an accretion adjustment to increase the liability by $2,142 to the estimated redemption value due to the businesses' continued strong performance, which is recognized within interest expense, net in our consolidated statements of operations. ~~Refer to Note 10 for additional details.~~


	December 31, 2023		June 30, 2023
Long-term finance lease obligations	$	31,119	$	29,822
Long-term compensation incentives	16,417		22,286

Mandatorily redeemable noncontrolling interest	9,910		12,018
Long-term derivative liabilities	2,167		1,737
Other	22,091		24,195
Total other liabilities	$	81,704	$	90,058

1719

8. Debt


		December 31, 2022		June 30, 2022
	December 31, 2023					December 31, 2023	June 30, 2023
7.0% Senior Notes due 2026	7.0% Senior Notes due 2026	$	600,000	$	600,000
Senior secured credit facility	Senior secured credit facility	1,100,238		1,097,302
Other	Other	6,734		8,063
Debt issuance costs and debt premiums (discounts)		(17,695)		(19,417)
Debt issuance costs and discounts, net of debt premiums
Total debt outstanding, net	Total debt outstanding, net	1,689,277		1,685,948
Less: short-term debt (1)	Less: short-term debt (1)	10,218		10,386
Long-term debt	Long-term debt	$	1,679,059	$	1,675,562

_____________________

(1) Balances as of December 31, ~~2022~~2023 and June 30, ~~2022~~2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of ~~$3,502~~$3,532 and ~~$3,498,~~$3,526, respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of December 31, ~~2022,~~2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 7.0% Senior Notes due 2026 ~~Notes (as defined below)~~("2026 Notes").

Senior Secured Credit Facility

On May 17, 2021, we entered into a Restated Credit Agreement consisting of the following:

•A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of:

◦a $795,000 tranche that currently bears interest at ~~LIBOR~~Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with ~~a LIBOR~~an Adjusted Term SOFR rate floor of 0.50%) plus 3.50%, and

◦a €300,000 tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%; and

•A $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility currently bear interest at ~~LIBOR~~Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with ~~a LIBOR~~an Adjusted Term SOFR rate floor of 0%) plus 2.50% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

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

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

As of December 31, ~~2022,~~2023, we have borrowings under the Restated Credit Agreement of ~~$1,100,238~~$1,098,366 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of December 31, ~~2022.~~2023.

As of December 31, ~~2022,~~2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was ~~6.52%~~7.91%, inclusive of interest rate swap rates. We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.35% to 0.45% depending on our First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our ~~debt as of December 31, 2022.~~debt.

Senior Unsecured Notes

WeAs of December 31, 2023, we have ~~issued $600,000~~$522,135 in aggregate principal outstanding of ~~7.0% Senior~~our 2026 Notes, ~~due 2026 (the "2026 Notes"),~~ which are unsecured. We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date. ~~As of~~During the six months ended December 31, ~~2022,~~2023, we purchased an aggregate principal amount of $26,165 for a purchase price of $24,471, as well as the related settlement of unpaid interest. For the three and six months ended December 31, 2023, we have ~~not redeemed any~~recognized gains on the extinguishment of ~~the 2026 Notes.~~

debt of $349 and $1,721, respectively.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, ~~2022~~2023 and June 30, ~~2022,~~2023, we had ~~$6,734~~$5,824 and ~~$8,063,~~$7,076, respectively, outstanding for those obligations that are payable through ~~March~~September 2027.

9. Income Taxes

Our income tax expense was $16,795 and $24,917 for the three and six months ended December 31, 2023, respectively, as compared to $126,129 and $135,494 for the three and six months ended December 31, 2022, ~~respectively, as compared to $17,298 and $26,679 for the three and six months ended December 31, 2021,~~ respectively. Tax expense ~~increased~~decreased year over year ~~for both comparable periods due~~primarily related to the ~~Swiss~~full valuation allowance ~~discussed below,~~that was recorded in the second quarter of fiscal year 2023 on Swiss deferred tax assets of $116,694 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. This was partially offset by ~~lower~~increased tax ~~expense~~ on ~~decreased~~increased profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is ~~lower~~higher for fiscal year 2024 than for fiscal year 2023 primarily due to forecasted pre-tax profits in fiscal year 2024 as compared to a pre-tax loss in fiscal year ~~2022 primarily due to a forecasted pre-tax loss.~~2023. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period.

~~During the second quarter of fiscal year 2023, we recorded a full~~ We continuously analyze our valuation allowance ~~on Swiss deferred tax assets~~positions and the weight of ~~$116,694 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~~actual results against the more subjective ~~positive~~ evidence of anticipated future income.

As of December 31, ~~2022~~2023 we had unrecognized tax benefits of ~~$15,852,~~$16,141, including accrued interest and penalties of ~~$1,658.~~$1,953. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, ~~$7,777~~$7,275 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of ~~$370~~$1,200 to ~~$420~~$1,300 related to the lapse of applicable statutes of ~~limitations.~~limitations or settlement. We believe we have appropriately provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through ~~2022~~2023 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through ~~2022~~2023 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

10. Noncontrolling Interests

Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. ~~The put options for several of our~~These noncontrolling interests ~~were exercised during the current quarter as summarized below. In addition to the noncontrolling interests described below, we also have several less significant minority interests that~~ span multiple businesses and reportable segments.

~~PrintBrothers~~

Members of the PrintBrothers management team hold minority equity interests in several businesses within the reportable segment. During the second quarter of fiscal year 2023, put options were exercised by the minority interest holders for a portion of their equity interests that required us to purchase 10% to 11% in three of the respective businesses for a total of $90,841. The exercise of the put options triggered a mandatory redemption feature for the remaining minority equity interests, which requires the purchase of the remaining 1% equity interests on the third anniversary of the put option exercise, absent the earlier exercise of a call option on the first and second anniversaries by Cimpress. The remaining noncontrolling interests are mandatorily redeemable, which requires the reclassification of the remaining equity interests to a liability, which has been presented in other liabilities within our consolidated balance sheet.

1921

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


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


~~Net income attributable to noncontrolling interests~~	~~2,160~~
~~Distribution to noncontrolling interests (1)~~	~~(3,652)~~
~~Purchase of noncontrolling interest (2)~~	~~(95,567)~~
~~Accretion to redemption value (3)~~	~~(7,455)~~
~~Reclassification to mandatorily redeemable noncontrolling interest (4)~~	~~(9,582)~~

~~Foreign currency translation~~	~~(4,822)~~
~~Balance as of December 31, 2022~~	$	~~12,565~~


	Redeemable Noncontrolling Interest		Noncontrolling Interest











Balance as of June 30, 2023	$	10,893	$	459


Accretion to redemption value recognized in retained earnings (1)	465		—
Accretion to redemption value recognized in net income attributable to noncontrolling interests (1)	1,915		—
Net income attributable to noncontrolling interests	92		157
Distribution to noncontrolling interests	(200)		—



Foreign currency translation	227		11
Balance as of December 31, 2023	$	13,392	$	627

_________________

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

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

~~(3)~~ Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value.

~~(4) During~~ Any change in the ~~second quarter of fiscal year 2023,~~estimated redemption amount which exceeds the ~~minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity~~estimated fair value is recognized within net income attributable to noncontrolling interests. The remaining minority equity interests were reclassified to mandatorily redeemable noncontrolling interests, as part of other liabilities within the consolidated balance sheets. Refer above for additional information regarding the transaction and Note 7 for additional details about the reclassified liability balance.

11. Segment Information

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

As of December 31, ~~2022,~~2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

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

•PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK ~~businesses.~~businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland .

•The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint ~~businesses.~~businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom.

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

•All Other Businesses - Includes two businesses grouped together based on materiality. ~~In addition to~~

◦BuildASign ~~which~~ is a ~~larger~~provider of canvas-print wall décor, business signage and ~~profitable business, the All Other Businesses reportable segment consists of another,~~other large-format printed products.

◦Printi, a smaller business that we continue to manage at a relatively modest operating ~~loss.~~

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

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

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

The expense value of our PSU awards is based on ~~a Monte Carlo~~ fair value ~~analysis~~ and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.

Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.

During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment. These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business. We revised our presentation of the prior period results to reflect our updated segment reporting, which decreased both Vista segment EBITDA and Central and corporate costs by $1,923 and $3,042 for the three and six months ended December 31, 2021.

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

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




		Three Months Ended December 31,				Six Months Ended December 31,				Three Months Ended December 31,	Six Months Ended December 31,
		2022		2021		2022		2021
Revenue:	Revenue:
Revenue:
Revenue:
Vista
Vista
Vista	Vista	$	437,736	$	448,114	$	807,105	$	797,594
PrintBrothers	PrintBrothers	148,598		137,694		281,297		263,051
PrintBrothers
PrintBrothers
The Print Group
The Print Group
The Print Group	The Print Group	89,336		90,130		166,159		162,950
National Pen	National Pen	120,621		124,717		202,287		193,981
National Pen
National Pen
All Other Businesses
All Other Businesses
All Other Businesses	All Other Businesses	59,998		57,719		111,825		105,590
Total segment revenue	Total segment revenue	856,289		858,374		1,568,673		1,523,166
Total segment revenue
Total segment revenue
Inter-segment eliminations (1)
Inter-segment eliminations (1)
Inter-segment eliminations (1)	Inter-segment eliminations (1)	(11,087)		(8,658)		(20,056)		(15,851)
Total consolidated revenue	Total consolidated revenue	$	845,202	$	849,716	$	1,548,617	$	1,507,315
Total consolidated revenue
Total consolidated revenue

_____________________

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


	Three Months Ended December 31, 2023
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	325,693	$	—	$	—	$	59,229	$	50,570	$	435,492
Europe	131,138		164,378		90,026		63,482		—		449,024
Other	27,880		—		—		2,031		6,936		36,847
Inter-segment	440		770		3,242		5,830		2,777		13,059
Total segment revenue	485,151		165,148		93,268		130,572		60,283		934,422
Less: inter-segment elimination	(440)		(770)		(3,242)		(5,830)		(2,777)		(13,059)
Total external revenue	$	484,711	$	164,378	$	90,026	$	124,742	$	57,506	$	921,363


	Six Months Ended December 31, 2023
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	614,748	$	—	$	—	$	111,964	$	92,784	$	819,496
Europe	216,545		315,920		167,828		91,219		—		791,512
Other	49,770		—		—		3,408		14,471		67,649
Inter-segment	735		1,449		5,979		11,236		4,828		24,227
Total segment revenue	881,798		317,369		173,807		217,827		112,083		1,702,884
Less: inter-segment elimination	(735)		(1,449)		(5,979)		(11,236)		(4,828)		(24,227)
Total external revenue	$	881,063	$	315,920	$	167,828	$	206,591	$	107,255	$	1,678,657


		Three Months Ended December 31, 2022
		Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
	Three Months Ended December 31, 2022																	Three Months Ended December 31, 2022
	Vista (1)													Vista (1)	PrintBrothers	The Print Group	National Pen		All Other	Total (1)
Revenue by Geographic Region:	Revenue by Geographic Region:
North America
North America
North America	North America	$	291,885	$	—	$	—	$	62,208	$	52,200	$	406,293
Europe	Europe	110,143		148,089		86,291		50,799		—		395,322
Other	Other	35,206		—		—		2,130		6,251		43,587
Inter-segment	Inter-segment	502		509		3,045		5,484		1,547		11,087
Total segment revenue	Total segment revenue	437,736		148,598		89,336		120,621		59,998		856,289
Less: inter-segment elimination	Less: inter-segment elimination	(502)		(509)		(3,045)		(5,484)		(1,547)		(11,087)
Total external revenue	Total external revenue	$	437,234	$	148,089	$	86,291	$	115,137	$	58,451	$	845,202


	Six Months Ended December 31, 2022
	Vista (1)		PrintBrothers		The Print Group		National Pen		All Other		Total (1)
Revenue by Geographic Region:
North America	$	572,355	$	—	$	—	$	111,655	$	95,492	$	779,502
Europe	185,493		280,471		161,282		75,744		—		702,990
Other	48,245		—		—		4,682		13,198		66,125
Inter-segment	1,012		826		4,877		10,206		3,135		20,056
Total segment revenue	807,105		281,297		166,159		202,287		111,825		1,568,673
Less: inter-segment elimination	(1,012)		(826)		(4,877)		(10,206)		(3,135)		(20,056)
Total external revenue	$	806,093	$	280,471	$	161,282	$	192,081	$	108,690	$	1,548,617

Six Months Ended December 31, 2022
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 558,371 $ — $ — $ 111,655 $ 95,492 $ 765,518
Europe 180,639 280,471 161,282 75,744 — 698,136
Other 67,083 — — 4,682 13,198 84,963
Inter-segment 1,012 826 4,877 10,206 3,135 20,056
Total segment revenue 807,105 281,297 166,159 202,287 111,825 1,568,673
Less: inter-segment elimination (1,012) (826) (4,877) (10,206) (3,135) (20,056)
Total external revenue $ 806,093 $ 280,471 $ 161,282 $ 192,081 $ 108,690 $ 1,548,617
___________________

Three Months Ended December 31, 2021
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 289,615 $ — $ — $ 57,976 $ 51,035 $ 398,626
Europe 117,627 137,173 87,596 53,797 — 396,193
Other 39,767 — — 9,229 5,901 54,897
Inter-segment 1,105 521 2,534 3,715 783 8,658
Total segment revenue 448,114 137,694 90,130 124,717 57,719 858,374
Less: inter-segment elimination (1,105) (521) (2,534) (3,715) (783) (8,658)
Total external revenue $ 447,009 $ 137,173 $ 87,596 $ 121,002 $ 56,936 $ 849,716

Six Months Ended December 31, 2021
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 534,064 $ — $ — $ 99,014 $ 92,343 $ 725,421
Europe 189,160 262,301 158,751 74,648 — 684,860
Other 72,563 — — 12,762 11,709 97,034
Inter-segment 1,807 750 4,199 7,557 1,538 15,851
Total segment revenue 797,594 263,051 162,950 193,981 105,590 1,523,166
Less: inter-segment elimination (1,807) (750) (4,199) (7,557) (1,538) (15,851)
Total external revenue $ 795,787 $ 262,301 $ 158,751 $ 186,424 $ 104,052 $ 1,507,315

(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein.

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




		Three Months Ended December 31,				Six Months Ended December 31,				Three Months Ended December 31,	Six Months Ended December 31,
		2022		2021		2022		2021
Segment EBITDA:	Segment EBITDA:
Segment EBITDA:
Segment EBITDA:
Vista
Vista
Vista	Vista	$	55,157	$	90,766	$	85,894	$	157,686
PrintBrothers	PrintBrothers	19,509		18,605		34,500		34,888
PrintBrothers
PrintBrothers
The Print Group
The Print Group
The Print Group	The Print Group	13,681		16,358		25,901		30,747
National Pen	National Pen	24,783		31,599		23,486		23,551
National Pen
National Pen
All Other Businesses
All Other Businesses
All Other Businesses	All Other Businesses	5,406		6,264		11,584		11,155
Total segment EBITDA	Total segment EBITDA	118,536		163,592		181,365		258,027
Total segment EBITDA
Total segment EBITDA
Central and corporate costs	Central and corporate costs	(33,802)		(34,703)		(68,380)		(68,856)
Central and corporate costs
Central and corporate costs
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	(40,874)		(45,314)		(81,816)		(89,746)

Restructuring-related charges

Restructuring-related charges

Restructuring-related charges
Certain impairments and other adjustments	Certain impairments and other adjustments	925		2,713		(2,531)		3,493
Restructuring-related charges		(11,207)		(307)		(13,027)		2
Certain impairments and other adjustments
Certain impairments and other adjustments

Total income from operations

Total income from operations

Total income from operations	Total income from operations	33,578		85,981		15,611		102,920
Other (expense) income, net	Other (expense) income, net	(17,392)		12,839		10,005		26,009
Other (expense) income, net
Other (expense) income, net
Interest expense, net	Interest expense, net	(28,597)		(25,369)		(53,403)		(51,057)

(Loss) income before income taxes		$	(12,411)	$	73,451	$	(27,787)	$	77,872
Interest expense, net
Interest expense, net
Gain on early extinguishment of debt
Gain on early extinguishment of debt
Gain on early extinguishment of debt
Income (loss) before income taxes
Income (loss) before income taxes
Income (loss) before income taxes

Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Depreciation and amortization:
Vista $ 14,193 $ 17,563 $ 28,863 $ 33,966
PrintBrothers 5,149 5,106 9,922 10,340
The Print Group 5,799 6,612 11,661 13,196
National Pen 5,795 6,220 11,686 12,128
All Other Businesses 4,326 4,381 8,842 9,423
Central and corporate costs 5,612 5,432 10,842 10,693
Total depreciation and amortization $ 40,874 $ 45,314 $ 81,816 $ 89,746

Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Purchases of property, plant and equipment:
Vista $ 6,445 $ 7,881 $ 9,569 $ 10,359
PrintBrothers 1,053 1,204 1,761 2,716
The Print Group 5,270 5,249 10,089 6,677
National Pen 846 1,023 2,447 2,211
All Other Businesses 767 2,157 1,835 3,672
Central and corporate costs 351 401 789 904
Total purchases of property, plant and equipment $ 14,732 $ 17,915 $ 26,490 $ 26,539

2324

Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Capitalization of software and website development costs:
Vista $ 5,139 $ 8,618 $ 11,774 $ 16,190
PrintBrothers 1,069 236 1,458 468
The Print Group 771 519 1,261 945
National Pen 512 1,053 1,100 1,731
All Other Businesses 899 1,083 1,823 2,267
Central and corporate costs 5,526 4,986 11,830 10,533
Total capitalization of software and website development costs $ 13,916 $ 16,495 $ 29,246 $ 32,134


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Depreciation and amortization:
Vista	$	13,176	$	14,193	$	28,051	$	28,863
PrintBrothers	4,024		5,149		7,913		9,922
The Print Group	6,000		5,799		11,822		11,661
National Pen	4,992		5,795		10,180		11,686
All Other Businesses	4,509		4,326		9,056		8,842
Central and corporate costs	6,388		5,612		12,009		10,842
Total depreciation and amortization	$	39,089	$	40,874	$	79,031	$	81,816


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Purchases of property, plant and equipment:
Vista	$	5,859	$	6,445	$	9,470	$	9,569
PrintBrothers	90		1,053		5,242		1,761
The Print Group	2,547		5,270		11,043		10,089
National Pen	1,486		846		4,155		2,447
All Other Businesses	1,181		767		3,416		1,835
Central and corporate costs	227		351		629		789
Total purchases of property, plant and equipment	$	11,390	$	14,732	$	33,955	$	26,490


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Capitalization of software and website development costs:
Vista	$	6,050	$	5,139	$	12,690	$	11,774
PrintBrothers	456		1,069		913		1,458
The Print Group	1,056		771		1,750		1,261
National Pen	1,171		512		1,976		1,100
All Other Businesses	1,110		899		2,297		1,823
Central and corporate costs	4,104		5,526		8,718		11,830
Total capitalization of software and website development costs	$	13,947	$	13,916	$	28,344	$	29,246

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


		December 31, 2022		June 30, 2022			December 31, 2023	June 30, 2023
Long-lived assets (1):	Long-lived assets (1):					Long-lived assets (1):
United States (2)	United States (2)	$	83,937	$	95,589
Switzerland	Switzerland	74,775		72,394
Netherlands	Netherlands	68,074		67,240
Canada	Canada	58,746		58,498
Italy	Italy	46,328		48,262
France	France	25,855		25,383
Jamaica		18,642		18,744
Germany
Australia	Australia	20,048		17,751
Japan (3)		—		11,392
Jamaica (3)
Other	Other	94,263		90,677
Total	Total	$	490,668	$	505,930

___________________

(1) Excludes goodwill of ~~$776,788~~$790,967 and ~~$766,600,~~$781,541, intangible assets, net of ~~$131,274~~$90,617 and ~~$154,730,~~$109,196, deferred tax assets of ~~$9,519~~$11,773 and ~~$113,088,~~$12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of~~$17,107 and zero~~ $4,497 as of ~~December 31, 2022 and~~ June 30, ~~2022, respectively.~~2023.

(2) The decrease ofin 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~~due to the ~~operating lease asset and related leasehold improvements.~~reclassification of a tax receivable from non-current to current during the current fiscal year.

(3) The decrease in ~~Japan's~~Jamaica's long-lived assets is due to the planned sale of ~~the land and building,~~an owned customer service facility as we continue to optimize our real estate footprint with many of these team members operating under a remote-first model, which resulted in the ~~reclassification~~classification of the ~~carrying value to~~related assets as held-for-sale as of December 31, 2023. The asset is now presented as part of prepaid expenses and other current assets ~~because it meets held-for-sale criteria during~~in the ~~current quarter.~~consolidated balance sheet. Refer to Note 132 for additional details.

12. Commitments and Contingencies

Purchase Obligations

At December 31, ~~2022,~~2023, we had unrecorded commitments under contract of ~~$235,619,~~$208,113, including ~~third-party cloud services of $87,452;~~ inventory, third-party fulfillment and digital service purchase commitments of ~~$69,588;~~$93,352; third-party cloud services of $56,113; software of ~~$28,874;~~$17,388; advertising of ~~$20,862;~~$6,888; professional and consulting fees of $5,973; production and computer equipment purchases of ~~$5,798; professional and consulting fees of $4,206,~~$2,468; and other unrecorded purchase commitments of ~~$18,839.~~

~~Other Obligations~~

We deferred payments for several of our acquisitions, resulting in the recognition of a liability of $6,838 as of December 31, 2022, which primarily relates to a deferred payment for our acquisition of Depositphotos that is expected to be paid during the third quarter of fiscal 2023.$25,931.

Legal Proceedings

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

financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.

13. Restructuring Charges

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

During the three and six months ended December 31, 2023, we recognized restructuring expense of $483and$149, respectively. The restructuring charges recognized in the current period primarily include adjustments made to the previously estimated restructuring expense for actions taken in our Vista and National Pen reportable segments. We do not expect any additional material charges for these restructuring actions.

During the three and six months ended December 31, 2022, we recognized restructuring ~~charges~~expense of $11,207 and $13,027, ~~respectively, and immaterial~~respectively.The prior periods' restructuring charges ~~in the prior comparable periods. For the three and six months ended December 31, 2022, $7,265 and $8,722, respectively,~~ were primarily recognized in our Vista

reportable segment, ~~primarily~~ related to the impairment and write-off of assets associated with our ~~previously announced plan to~~ exit of the Japanese market. ~~In addition,~~Additionally, we recognized $3,561 for the three and six months ended December 31, 2022 within our All Other Businesses reportable segment, which ~~includes~~included losses related to ~~our planned~~the sale of our Chinese business, which closed in January 2023. The remaining costs in the current periods include severance and related benefits associated with previously announced actions in our National Pen reportable segment and in our central and corporate costs.business.

The following table summarizes the restructuring activity during the six months ended December 31, ~~2022.~~2023.

Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability
Balance as of June 30, 2022 $ 13,449 $ — $ 13,449
Restructuring charges 2,335 10,692 13,027
Cash payments (9,827) — (9,827)
Non-cash charges (1) (649) (10,692) (11,341)
Foreign currency translation (69) — (69)
Balance as of December 31, 2022 $ 5,239 $ — $ 5,239

~~________________~~

(1) During the three and six months ended December 31, 2022, non-cash restructuring charges primarily includes the loss recorded on assets that are held-for-sale for our planned Japan and China exits as described above, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions described above.


	Severance and Related Benefits		Other Restructuring Costs		Accrued Restructuring Liability
Balance as of June 30, 2023	$	7,567	$	—	$	7,567
Restructuring charges	112		37		149
Cash payments	(6,938)		—		(6,938)
Non-cash charges	—		(37)		(37)
Foreign currency translation	21		—		21
Balance as of December 31, 2023	$	762	$	—	$	762

2527

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 growth and development of our businesses and financial ~~results; the persistence of higher costs~~results, including liquidity, net leverage, and ~~supply chain disruptions and the expected impacts of those costs and disruptions on~~capital allocation opportunities; future payment terms with suppliers; legal proceedings; our ~~business;~~expectations with respect to our planned cost reductions and the expected effects of the cost reductions; the expected impacts of our mass customization platform; our competitive advantages; the expected effects of mid- and upper-funnel advertising in Vista; sufficiency of our liquidity position; legal proceedings;valuation allowance; and sufficiency of our tax reserves. 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 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; our inability to mitigate increases in our costs by increasing our prices and taking other measures;~~inflation; our inability to make the ~~cost reductions that we plan to make or the failure of the cost reductions to affect~~investments in our ~~financial results as expected; our inability to make the investments~~business that we plan to make or the failure of those 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; disruptions caused by political instability and war in Ukraine, Israel, or elsewhere; 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;~~conditions; and other factors described in ~~this~~our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and the documents that we periodically file with the SEC.

~~Executive~~ Overview

Cimpress is a strategically focused ~~group~~collection of ~~more than a dozen~~ businesses that specialize in print mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders. Our products include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

~~As of December 31, 2022, we~~customization. We have ~~numerous operating segments under our management reporting structure that are reported in the following~~ five reportable segments: Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. ~~Refer~~For further details on our reportable segments, refer to Note 11 in our accompanying consolidated financial ~~statements for additional information relating to our reportable segments and our segment financial measures.~~statements.

Financial Summary

The 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 net cash interest ~~expense;~~payments; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, organic constant-currency revenue growth, operating income, adjusted 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 months ended December 31, ~~2022~~2023 as compared to the three and six months ended December 31, ~~2021~~2022 follows:

Second Quarter Fiscal Year ~~2023~~2024

•Revenue ~~was flat at $845.2~~increased by 9% to $921.4 million.

•~~Constant-currency~~Organic constant-currency revenue ~~increased by 6% and by 5% when excluding the revenue of acquired companies for the first twelve months after acquisition (both~~growth (a non-GAAP financial ~~measures)~~measure) was 6%.

•Operating income ~~decreased~~increased by ~~$52.4~~$74.1 million to ~~$33.6~~$107.7 million.

•Adjusted EBITDA (a non-GAAP financial measure) ~~decreased~~increased by ~~$30.9~~$55.3 million to ~~$111.2~~$166.4 million.

•Diluted net income (loss) ~~income~~ per share attributable to Cimpress plc ~~decreased from~~increased to income of ~~$2.08 to~~$2.14 from a loss of $5.34 ~~per share~~ in the ~~current period.~~prior fiscal year.

Year to Date Fiscal Year ~~2023~~2024

•Revenue increased by 3%8% to ~~$1,548.6~~$1,678.7 million.

•~~Constant-currency~~Organic constant-currency revenue ~~increased by 10% and by 9% when excluding the revenue of acquired companies for the first twelve months after acquisition (both~~growth (a non-GAAP financial ~~measures)~~measure) was 5%.

•Operating income ~~decreased~~increased by ~~$87.3~~$126.2 million to ~~$15.6~~$141.8 million.

•Adjusted EBITDA (a non-GAAP financial measure) ~~decreased~~increased by ~~$52.9~~$98.4 million to ~~$156.8~~$255.2 million.

•Diluted net income (loss) ~~income~~ per share attributable to Cimpress plc ~~decreased from~~increased to income of ~~$1.82 to~~$2.31 from a loss of $6.31 in the ~~current period.~~prior fiscal year.

•Cash provided by operating activities ~~decreased~~increased by ~~$124.0~~$161.3 million to ~~$55.9~~$217.2 million.

•Adjusted free cash flow (a non-GAAP financial measure) ~~decreased~~increased by ~~$121.1~~$159.4 million to ~~$0.1~~$160.9 million.

For the three and six months ended December 31, ~~2022,~~2023, the increase in reported revenue was ~~flat~~primarily due to growth across our Vista, PrintBrothers and National Pen reportable segments. Revenue growth in our Vista business was driven by growth in total customer count and the continued increase of revenue per customer. Revenue in our Vista business grew year over year across all major product categories and ~~currency~~markets. The second fiscal quarter is seasonally significant for Vista's sales of consumer products, and this category delivered strong growth during the current period. Currency exchange fluctuations had a ~~significant negative~~positive effect on ~~revenue. Constant-currency~~ revenue ~~grew across all segments including~~ growth ~~in revenue from new customers in~~during the ~~Vista business; however, constant-currency revenue from consumer products in Vista and BuildASign during this seasonally important quarter was down slightly.~~ current quarter.

The increase ~~in constant-currency revenue was due~~ to ~~growth across all businesses including the impact of increased pricing~~operating income during the ~~past twelve months, as these actions were one tool we used to mitigate inflationary cost pressures.~~

~~For the~~ three and six months ended December 31, ~~2022,~~2023 was driven by higher gross profit that benefited from the ~~decreasein operating income was primarily due to the impact of cost inflation,~~revenue growth described above as well as ~~unfavorable product mix shifts in our Vista business,~~gross margin expansion. Operating income also benefited from improved leverage of advertising spend as a percentage of revenue and reduced operating expenses driven by prior-year cost reduction actions, as well as lower restructuring costs of $10.7 million and $12.9 million, respectively, as a result of actions that were completed during the prior year.

Adjusted EBITDA increased during the three and six months ended December 31, 2023, primarily driven by the operating income growth described above, which ~~both weighed on gross margins. Inflationary pressures on raw materials, energy and labor were~~was was partially offset by ~~actions taken to increase pricing. We also recognized an increase in restructuring charges~~$8.0 million and $11.5 million of $10.9 million, primarily related to exiting our businesses in Japan and China, as well as increased advertising spend mainly in Vista, driven by mid- and upper-funnel advertising. These cost increases were partially offset by cost containment measures put in place during the current quarter, which offset some of the year-over-year ~~decline in gross profit.~~

~~Adjusted EBITDA decreased year over year, primarily for the same reasons operating income decreased.~~net unfavorable currency impacts, respectively. 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.

Diluted net income (loss) per share attributable to Cimpress plc increased year over year for the three and six months ended December 31, 2023, primarily due to the operating income increase described above and $109.3 million and $110.6 million of decreases to income tax expense, respectively. The reduced income tax expense was due to the recognition of a full valuation allowance on Swiss deferred tax assets in the prior periods. These increases to income were partially offset by higher interest expense of $2.0 million and $6.4 million, respectively, driven by an increased weighted-average interest rate. Net currency impacts on net ~~year-over-year impact of currency on consolidated adjusted EBITDA was a benefit of approximately $6.5 million~~income for the three months ended December 31, ~~2022.~~

~~Diluted~~2023 were positive year over year due to lower unrealized losses on our derivative contracts, while the net ~~loss per share attributable to Cimpress plc increased~~currency impacts on net income for the ~~three~~six months ended December 31, ~~2022~~2023 were negative year over year, primarily due to an increase in income tax expense of $108.8 million, driven by the recognition of a valuation allowance against Swiss deferred tax assets, for which we concluded recognition was no longer supported; the decrease in operating income as described above; and the effects of unrealized currency losseslower realized gains on our derivative contracts. These fluctuations were primarily caused by ~~exchanged~~currency exchange rate ~~volatility that more than offset realized gains recognized in the current quarter.~~

As described above, the impact of cost inflation, net of price increases, continues to weigh on year-over-year profitability, and, in the Vista business, unfavorable product mix shift also was a significant contributor to a year-over-year reduction in gross profit. Each of our reportable segments has seen material increases in the cost of product substrates like paper, production materials like aluminum plates, freight and shipping charges, energy and

higher compensation costs due to inflationary pressures and a more competitive labor market. We believe our scale-based shared strategic capabilities and supplier relationships provide competitive advantages for our businesses to weather these challenges. However, during the second quarter of the current fiscal year, we put in place further operating cost containment measures that helped offset some of these impacts. Over the remainder of the fiscal year, we plan to take further steps to significantly reduce our cost base in support of expanding profitability as we exit the fiscal year.volatility.

During the six months ended December 31, ~~2022,~~2023, cash from operations ~~decreased $124.0~~increased $161.3 million year over year due primarily to the ~~decrease~~increase in operating income as described above, as well as ~~decreased~~a favorable shift in working capital ~~cash flows~~inflows of ~~$77.6~~$88.7 million, ~~largely~~which was driven in part by the ~~continuation~~normalization of ~~elevated inventory levels that are intended to minimize availability risk, as well as less~~working capital trends. This favorable ~~benefits from accounts payable~~impact was partially offset by higher cash taxes of $15.3 million, due in part to ~~timing.~~increased prior-year assessments in one jurisdiction driven by profitability growth, as well as higher net cash interest payments of $14.7 million.

Adjusted free cash flow ~~decreased year over year~~increased by ~~$121.1~~$159.4 million for the six months ended December 31, ~~2022,~~2023, due to the operating cash flow ~~decrease~~increase described ~~above.~~above, as well as $4.6 million higher proceeds from the sale of assets, primarily driven by the sale of our previously owned manufacturing facility in Japan. These increases were partially offset by $7.5 million of higher capitalized expenditures.

Consolidated Results of Operations

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized 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~~social media 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.

Total revenue and revenue growth by reportable segment for the three and six months ended December 31, ~~2022~~2023 and ~~2021~~2022 are shown in the following table:


In thousands	In thousands	Three Months Ended December 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth	In thousands	Three Months Ended December 31,												Currency Impact:					Constant- Currency					Impact of Acquisitions/Divestitures:					Constant- Currency Revenue Growth
		2022		2021		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
	2023														2023				2022				% Change				(Favorable)/Unfavorable					Revenue Growth (1)					(Favorable)/Unfavorable					Excluding Acquisitions/Divestitures (2)
Vista	Vista	$	437,736	$	448,114	(2)%	4%	2%	—%	2%	Vista	$	485,151	$		$	437,736	11%			11%				(2)%					9%					—%					9%
PrintBrothers	PrintBrothers	148,598		137,694		8%	12%	20%	(2)%	18%	PrintBrothers	165,148		148,598			148,598		11%			11%				(6)%					5%					—%					5%
The Print Group	The Print Group	89,336		90,130		(1)%	12%	11%	—%	11%	The Print Group	93,268		89,336			89,336		4%			4%				(5)%					(1)%					—%					(1)%
National Pen	National Pen	120,621		124,717		(3)%	6%	3%	—%	3%	National Pen	130,572		120,621			120,621		8%			8%				(3)%					5%					—%					5%
All Other Businesses	All Other Businesses	59,998		57,719		4%	(1)%	3%	—%	3%	All Other Businesses	60,283		59,998			59,998		0%									0%					—%					0%
Inter-segment eliminations	Inter-segment eliminations	(11,087)		(8,658)
Total revenue	Total revenue	$	845,202	$	849,716	(1)%	7%	6%	(1)%	5%
Total revenue
Total revenue												$	921,363			$	845,202			9%				(3)%					6%					—%					6%


In thousands	In thousands	Six Months Ended December 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth	In thousands	Six Months Ended December 31,												Currency Impact:				Constant- Currency				Impact of Acquisitions/Divestitures:				Constant- Currency Revenue Growth
		2022		2021		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
	2023														2023				2022				% Change				(Favorable)/Unfavorable				Revenue Growth (1)				(Favorable)/Unfavorable				Excluding Acquisitions/Divestitures (2)
Vista	Vista	$	807,105	$	797,594	1%	4%	5%	—%	5%	Vista	$	881,798	$		$	807,105	9%			9%				(1)%				8%				—%				8%
PrintBrothers	PrintBrothers	281,297		263,051		7%	15%	22%	(2)%	20%	PrintBrothers	317,369		281,297			281,297		13%			13%				(7)%				6%				—%				6%
The Print Group	The Print Group	166,159		162,950		2%	15%	17%	—%	17%	The Print Group	173,807		166,159			166,159		5%			5%				(7)%				(2)%				—%				(2)%
National Pen	National Pen	202,287		193,981		4%	7%	11%	—%	11%	National Pen	217,827		202,287			202,287		8%			8%				(3)%				5%				—%				5%
All Other Businesses	All Other Businesses	111,825		105,590		6%	—%	6%	—%	6%	All Other Businesses	112,083		111,825			111,825		0%			0%						(1)%				—%				(1)%
Inter-segment eliminations	Inter-segment eliminations	(20,056)		(15,851)
Total revenue	Total revenue	$	1,548,617	$	1,507,315	3%	7%	10%	(1)%	9%
Total revenue
Total revenue												$	1,678,657			$	1,548,617			8%				(3)%				5%				—%				5%

_________________

(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. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results. For example, revenue from 99designs, which we acquired on October 1, 2020 in Q2 2021, is excluded from revenue growth in Q1 of fiscal year 2022 since there are no full quarter results in the comparable period, but revenue is included in revenue growth for Q2 through Q4 of fiscal year 2022. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

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 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 our businesses sell.

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Cost of revenue $ 455,393 $ 423,937 $ 833,128 $ 762,926
% of revenue 53.9 % 49.9 % 53.8 % 50.6 %


In thousands	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2022			2023			2022
Cost of revenue	$	463,423		$	455,393		$	862,206		$	833,128
% of revenue	50.3		%	53.9		%	51.4		%	53.8		%

For the three months ended December 31, 2023, cost of revenue increased by $8.0 million year over year, primarily driven by unfavorable changes in currency exchange rates of $12.8 million as well as higher production and shipping costs due to volume growth and product mix shifts in some of our businesses. These cost increases were partially offset by lower input costs, savings that resulted from the March 2023 cost reduction actions, a favorable indirect tax ruling in the current quarter that provided a benefit of $3.0 million, and a $2.6 million timing-related benefit which was offset by a negative impact during the first fiscal quarter of the current fiscal year.

Cost of revenue increased $29.1 million for the six months ended December 31, ~~2022, cost of revenue increased by $31.5 million and $70.2 million, respectively,~~2023, as compared to the ~~prior year periods,~~prior-year period, primarily ~~due~~driven by unfavorable changes in currency exchange rates of $28.3 million. Production volume growth also contributed to the ~~continued effects of global supply chain challenges that resulted in increased~~year-to-date increase, while lower input costs, ~~for product substrates like paper, production materials like aluminum plates, freight and shipping charges, and energy costs, as well as additional variable~~the March 2023 cost ~~increases driven by the constant-currency revenue growth described above. Compensation costs were also higher due to the combination of a more competitive labor market~~reduction actions, and the inflationary environment in many jurisdictions where we operate. The overall impact of increased costs, net of pricing increases and manufacturing efficiencies, had varying impacts on our businesses during the three and six months ended December 31, 2022. We expect higher input costs to persist, although we are unable to predict for how long. We believe we are advantaged in this environment versus smaller competitors because our scale provides us with a stronger supplier negotiation position for both costs and availability of supply.aforementioned favorable indirect tax ruling partially offset these increases.

Consolidated Operating Expenses

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


In thousands	In thousands	Three Months Ended December 31,							Six Months Ended December 31,
In thousands
In thousands


		2022			2021			2022 vs. 2021	2022			2021			2022 vs. 2021	2023						2022						2023 vs. 2022			2023							2022							2023 vs. 2022
Technology and development expense	Technology and development expense	$	77,723		$	70,267		11%	$	152,198		$	137,544		11%	Technology and development expense		$	79,961		$			$	77,723		3%			3%				$	154,291		$				$	152,198		1%				1%
% of revenue	% of revenue	9.2		%	8.3		%		9.8		%	9.1		%
Marketing and selling expense	Marketing and selling expense	$	205,148		$	208,616		(2)%	$	406,078		$	383,313		6%
Marketing and selling expense
Marketing and selling expense																		$	211,843					$	205,148				3%			$	404,031						$	406,078						(1)%
% of revenue	% of revenue	24.3		%	24.6		%		26.2		%	25.4		%
General and administrative expense
General and administrative expense
General and administrative expense	General and administrative expense	$	49,791		$	46,726		7%	$	103,863		$	93,274		11%	$	48,793			$		$	49,791			(2)%			(2)%			$	97,134			$			$	103,863			(6)%				(6)%
% of revenue	% of revenue	5.9		%	5.5		%		6.7		%	6.2		%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	$	12,362		$	13,882		(11)%	$	24,712		$	27,340		(10)%
Amortization of acquired intangible assets
Amortization of acquired intangible assets																		$	9,181					$	12,362				(26)%			$	19,067						$	24,712						(23)%
% of revenue	% of revenue	1.5		%	1.6		%		1.6		%	1.8		%
Restructuring expense (1)
Restructuring expense (1)
Restructuring expense (1)	Restructuring expense (1)	$	11,207		$	307		3,550%	$	13,027		$	(2)		651,450%	$	483			$		$	11,207			(96)%			(96)%			$	149			$			$	13,027			(99)%				(99)%
% of revenue	% of revenue	1.3		%	0.0		%		0.8		%	0.0		%

_____________________

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

Technology and development expense

Technology and development expense consists primarily of payroll and related expenses for 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, 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.

Technology and development expenses increased by ~~$7.5~~$2.2 million and ~~$14.7~~$2.1 millionfor the three and six months ended December 31, ~~2022,~~2023, respectively, as compared to the ~~prior year~~prior-year periods. ~~This~~The increase is ~~primarily~~largely attributable to increased amortization expense from capitalized software of $1.9 million and $4.0 million, respectively, driven by the higher capitalized asset base and fluctuations in currency exchange rates. There were also increased ~~volume-related third-party technology costs due in part to higher customer demand. In addition,~~share-based compensation costs ~~increased year-over-year by $1.4~~of $1.6 million and ~~$4.4~~$2.9 million, ~~for the three and six months ended December 31, 2022,~~ respectively, due to ~~increases~~a higher grant value and the impact from our ~~inflation-adjusted annual merit cycle and market adjustments. Other operating costs increased due to higher travel and training costs.~~2024 PSU grants that have an accelerated expense profile as well as expense volatility from changes in the estimated attainment of the related performance condition. These increases were partially offset by lower cash compensation costs of $1.6 million and $3.5 million, respectively, due primarily to cost savings resulting from the March 2023 restructuring actions that reduced ~~headcount in the fourth quarter of fiscal year 2022.~~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 Vista, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve.

For the three months ended December 31, 2023, marketing and selling expenses increased by $6.7 million, primarily due to higher advertising spend of $6.7 million, which is largely driven by our Vista and National Pen businesses. Payment processing fees also increased $1.7 million, as compared to the prior year, due to increased order volumes. Additionally, share-based compensation costs increased $1.4 million, due to a higher grant value and the impact from our 2024 PSU grants that have an accelerated expense profile as well as expense volatility from changes in the estimated attainment of the related performance condition. These cost increases are offset in part by lower cash compensation costs of $3.1 million, primarily due to the cost reductions that were implemented in March 2023.

For the six months ended December 31, ~~2022,~~2023, marketing and selling expenses decreased by ~~$3.5~~$2.0 million ~~and increased by $22.8 million, respectively,~~ as compared to the prior year ~~periods.~~period. The decrease ~~for~~was caused by lower cash compensation costs due in part to the ~~three months ended December 31, 2022 was primarily~~March 2023 cost reduction actions, as well as lower third-party consulting spend, mainly in our Vista business, and lower building costs driven by ~~favorable impacts from currency exchange rate fluctuations, partially~~actions taken over the past year to further optimize our real estate footprint for many of our team members operating under a remote-first model. These cost decreases were offset in part by ~~increased advertising spend of $5.1 million, with increased spend across most businesses. The increased spend for the six months ended December 31, 2022 was due to~~ higher advertising spend of ~~$25.8~~$5.6 million, ~~across Cimpress (including increases~~largely due to higher spend in ~~mid-~~our Vista and ~~upper-funnel spend, partially offset by lower performance advertising in Vista) and higher~~National Pen businesses, as well as increased share-based compensation costs ~~in Vista year over year.~~of $1.1 million driven by the 2024 PSU grants.

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.

For the three and six months ended December 31, ~~2022,~~2023, general and administrative expenses ~~increased~~were flat and decreased by ~~$3.1 million and $10.6~~$6.7 million, respectively, as compared to the ~~prior year~~prior-year periods. ~~Compensation costs increased year over year from higher headcount~~The year-to-date decrease was driven by a $3.0 million reduction of third-party consulting spend, the nonrecurrence of $2.4 million of expense related to the prior-year termination of one of our leased office locations, and the ~~impacts~~exit of our ~~inflation-adjusted~~business in China during fiscal year 2023 that reduced our general and administrative expenses by $1.8 million versus the prior year. Cash compensation decreased by $1.9 million and $2.5 million for the three and six months ended December 31, 2023, respectively, largely driven by a reduction to long-term incentive compensation expense, due to lower than previously estimated attainment levels in certain Cimpress businesses, as well as cost savings from the March 2023 cost reductions. These decreases were partially offset by costs from our annual merit ~~cycle. Other cost~~increase cycle and increases ~~included higher travel~~to share-based compensation costs of $3.3 million and ~~training costs and consulting spend.~~$4.4 million, respectively, as compared to the prior-year periods, largely due to the 2024 PSU grants.

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 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 execute certain currency derivative contracts that do not qualify for hedge accounting.

3032

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


In thousands	In thousands	Three Months Ended December 31,				Six Months Ended December 31,
		2022		2021		2022		2021
In thousands
In thousands										Three Months Ended December 31,	Six Months Ended December 31,
	2023
(Losses) gains on derivatives not designated as hedging instruments
(Losses) gains on derivatives not designated as hedging instruments
(Losses) gains on derivatives not designated as hedging instruments	(Losses) gains on derivatives not designated as hedging instruments	$	(24,196)	$	6,481	$	4,449	$	19,808
Currency-related gains, net	Currency-related gains, net	6,227		5,551		6,030		5,874
Currency-related gains, net
Currency-related gains, net
Other gains (losses)
Other gains (losses)
Other gains (losses)	Other gains (losses)	577		807		(474)		327
Total other (expense) income, net	Total other (expense) income, net	$	(17,392)	$	12,839	$	10,005	$	26,009
Total other (expense) income, net
Total other (expense) income, net

The decrease in other (expense) income, net was primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging 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 apply hedge accounting for most of our derivative currency contracts.

We ~~experienced~~experience currency-related ~~gains~~net losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. ~~The impact~~Gains on the revaluation of ~~certain~~non-functional currency debt and on a cross-currency swap ~~contracts~~contract designated as a cash flow ~~hedges is~~hedge are included in our currency-related ~~gains,~~losses, net, offsetting the impact of certain non-functional currency intercompany relationships.

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 finance lease obligations, accretion adjustments related to our mandatorily redeemable noncontrolling interests, and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts. In addition, accretion adjustments related to our mandatorily redeemable noncontrolling interests are recognized in interest expense, net. Refer to Note 7 in the accompanying consolidated financial statements for additional details.

Interest expense, net increased by ~~$3.2~~$2.0 million and ~~$2.3~~$6.4 million during the three and six months ended December 31, ~~2022,~~2023, respectively, as compared to the prior year periods, primarily due to an accretion adjustment of $2.1 million during the second quarter of fiscal year 2023 for our mandatorily redeemable noncontrolling interests. In addition, the interest expense, net increase was impacted by a higher weighted-average interest rate (net of interest rate swaps) and partially offset by an increase in interest income earned on our cash and marketable ~~securities.~~securities of $0.6 million and $1.9 million, respectively.

Gain on extinguishment of debt

For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $0.3 million and $1.7 million, respectively, resulting from the purchase of 2026 Notes' principal of $5.0 million and $26.2 million, respectively. Refer to Note 8 in our accompanying consolidated financial statements for additional details.

Income tax expense


In thousands
In thousands
In thousands	In thousands	Three Months Ended December 31,						Six Months Ended December 31,						Three Months Ended December 31,	Six Months Ended December 31,
		2022			2021			2022			2021
Income tax expense	Income tax expense	$	126,129		$	17,298		$	135,494		$	26,679
Income tax expense
Income tax expense
Effective tax rate	Effective tax rate	(1,016.3)		%	23.6		%	(487.6)		%	34.3		%
Effective tax rate
Effective tax rate

Income tax expense for the three and six months ended December 31, ~~2022 increased~~2023 decreased versus the prior comparative ~~periods.~~period. During the second quarter of fiscal year 2023, we recorded a full valuation allowance on Swiss deferred tax assets of $116.7 million primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. ~~As of~~This was partially offset by increased tax on increased profits as we reported pre-tax income for the three and six months ended December 31, ~~2022, we concluded that objective~~2023 and ~~verifiable negative evidence of recent~~pre-tax losses in ~~Switzerland outweighed more subjective~~the prior comparative periods.

Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of ~~anticipated~~our valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period the release is recorded. However, the timing and amount of the valuation allowance release, if any, are unknown as this is subject to change on the basis of the level of profitability that we are able to actually achieve in future ~~income.~~periods.

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. 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 EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from ~~insurance;~~insurance not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments; plus restructuring

related charges; less gain on purchase or sale of ~~subsidiaries.~~

~~Vista~~

~~During~~subsidiaries as well as the ~~fourth quarter~~disposal of fiscal year 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment. These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business. We revised our presentationassets. The effects of ~~all prior periods presented to reflect our updated segment reporting, which decreased both Vista~~currency exchange rate fluctuations impact segment EBITDA and ~~Central and corporate costs~~we do not allocate to segment EBITDA any gains or losses that are realized by ~~$1.9 million and $3.0 million, respectively, for the three and six months ended December 31, 2021.~~our currency hedging program.

In thousands
Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Reported Revenue $ 437,736 $ 448,114 (2)% $ 807,105 $ 797,594 1%
Segment EBITDA 55,157 90,766 (39)% 85,894 157,686 (46)%
% of revenue 13 % 20 % 11 % 20 %
Vista


In thousands	Three Months Ended December 31,							Six Months Ended December 31,
	2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022
Reported Revenue	$	485,151		$	437,736		11%	$	881,798		$	807,105		9%
Segment EBITDA	103,176			55,157			87%	177,600			85,894			107%
% of revenue	21		%	13		%		20		%	11		%

Segment Revenue

Vista's reported revenue growth for the three and six months ended December 31, ~~2022~~2023 was ~~negatively~~positively affected by a currency impact of ~~4% in both periods. Vista's organic~~2% and 1%, respectively, and constant-currency revenue growth was 2%9% and 5%8%, ~~respectively,~~respectively. Revenue growth was driven by growth in total customer count, paired with the continued increase of revenue per customer. Revenue grew across all major product categories and markets. The second fiscal quarter is seasonally significant for ~~the three~~Vista's sales of consumer products, and ~~six months ended December 31, 2022. Constant-currency revenue~~this category delivered strong growth ~~remained stronger in Europe, and constant-currency revenue in North America was flat~~ during the typically seasonally significant second quarter. From a product perspective, the strongest growth was in the promotional products, apparel and gifts (PPAG) category, while holiday cards and invitations and announcements declined year over year particularly in the U.S. market. For the three and six months ended December 31, 2022, revenue growth was negatively impacted year over year by a decline in face mask sales of $3.4 million and $8.5 million, respectively, as well as lower revenue year over year of $2.6 million and $3.2 million, respectively, due to our planned exit from the Japanese market.current period.

Segment Profitability

For the three and six months ended December 31, ~~2022,~~2023, segment EBITDA ~~declined~~increased by ~~$35.6~~$48.0 million and ~~$71.8~~$91.7 million, respectively. Gross profit ~~declined year over year~~growth was driven by the revenue growth described above, lower input costs, efficiency gains, and customer experience improvements. During the current quarter Vista's gross profit benefited $3.0 million from a favorable indirect tax ruling. Vista's advertising spend as a percentage of revenue decreased due to efficiency gains and focus. Operating expenses, excluding the effect of restructuring costs which do not impact segment EBITDA, decreased $5.9 million and $20.2 million, respectively, primarily due to savings resulting from cost ~~inflation~~reduction actions implemented in March 2023, partially offset by ~~price~~inflationary cost increases ~~unfavorable changes~~such as the effect of merit increases on compensation costs. Changes in ~~product mix, and negative~~ currency impacts. Vista is experiencing the fastest growth in categories like promotional products, apparel and gifts that have lower gross margins despite higher average order values. Vista's advertising expense increased by $3.5exchange rates had a positive impact on segment EBITDA of $3.6 million and $23.5 million for the three and six months ended December 31, 2022, respectively, driven by higher mid- and upper-funnel advertising which we are testing in certain markets as we believe it may improve awareness and consideration with customers and prospects, as well as reduce our reliance on paid search advertising. The increase to higher mid- and upper-funnel advertising spend was partially offset by reduced performance advertising spend for both periods presented.

~~For the three and six months ended December 31, 2022, operating expenses increased $6.1 million and $10.6~~$4.3 million, respectively, ~~year over year. The increase for~~as compared to the year-to-date period is primarily due to increased growth investments made last year, which is lower sequentially as the investments have largely been lapped during the current quarter. These cost increases primarily relate to growth investments that include the hiring of talent, especially in user experience, design, product management, and data and analytics, as well as the impacts of inflation-adjusted merit increases effective July 1, 2022 that were larger than recent years. Increased investment in our VistaCreate business (acquired with Depositphotos in October 2021) also negatively impacted Vista's segment EBITDA results by approximately $2.1 million for the six months ended December 31, 2022. The investments are partially offset by the benefits from recent restructuring actions as well as further cost savings actions.

prior-year periods.

PrintBrothers


In thousands	In thousands	Three Months Ended December 31,							Six Months Ended December 31,
In thousands
In thousands


		2022			2021			2022 vs. 2021	2022			2021			2022 vs. 2021
Reported Revenue	Reported Revenue	$	148,598		$	137,694		8%	$	281,297		$	263,051		7%
Reported Revenue
Reported Revenue
Segment EBITDA
Segment EBITDA
Segment EBITDA	Segment EBITDA	19,509			18,605			5%	34,500			34,888			(1)%
% of revenue	% of revenue	13		%	14		%		12		%	13		%
% of revenue
% of revenue

Segment Revenue

PrintBrothers' reported revenue growth for the three and six months ended December 31, ~~2022~~2023 was ~~negatively~~positively affected by currency impacts of ~~12%~~6% and ~~15%~~7%, respectively, ~~resulting in~~with revenue increasing on a constant-currency ~~revenue growth of 20%~~

basis by 5% and ~~22%~~6%, respectively. ~~This strong~~Constant-currency growth was driven primarily by ~~the recent introduction of new products,~~continued order volume growth, partially offset by customers purchasing lower quantities in ~~order volumes and price increases implemented to address inflationary cost increases.~~certain product categories.

Segment Profitability

~~Despite a challenging supply chain and inflationary environment,~~ PrintBrothers' segment EBITDA for the three and six months ended December 31, ~~2022~~2023 grew year over year, driven by the constant-currency revenue growth described above, as well as ~~profit contribution~~gross margin expansion which benefited from lower input costs and operating expense efficiencies. Additionally, PrintBrothers benefited from a ~~business acquired~~favorable timing item of $2.6 million in the ~~last twelve months. For the six~~three months ended December 31, ~~2022, Euro-based profitability increases were more than~~2023, which offset ~~by year-over-year currency fluctuations. Currency exchange fluctuations negatively impacted segment~~unfavorability in the first quarter and therefore does not impact the six month period. Segment EBITDA ~~year over year by $1.8~~also benefited from $1.5 million ~~and $3.9 million, for~~of government incentives during the three and six months ended December 31, ~~2022,~~2023. Currency exchange fluctuations positively impacted segment EBITDA year over year by $1.5 million and $3.0 million, 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 our mass customization platform, which we believe will further improve customer value and the efficiency of each business over the long term.

The Print Group


In thousands	In thousands	Three Months Ended December 31,							Six Months Ended December 31,
In thousands
In thousands


		2022			2021			2022 vs. 2021	2022			2021			2022 vs. 2021
Reported Revenue	Reported Revenue	$	89,336		$	90,130		(1)%	$	166,159		$	162,950		2%
Reported Revenue
Reported Revenue
Segment EBITDA
Segment EBITDA
Segment EBITDA	Segment EBITDA	13,681			16,358			(16)%	25,901			30,747			(16)%
% of revenue	% of revenue	15		%	18		%		16		%	19		%
% of revenue
% of revenue

Segment Revenue

The Print Group's reported revenue for the three and six months ended December 31, ~~2022~~2023 was ~~negatively~~positively affected by a currency impact of ~~12%~~5% and ~~15%~~7%, respectively, ~~resulting in an increase to~~with revenue decreasing on a constant-currency basis ofby ~~11%~~1% and ~~17%~~2%, respectively. ~~Constant-currency revenue~~This segment is continuing to see order growth, which was ~~largely driven~~partially offset by ~~price increases that have been implemented over~~customers purchasing lower quantities in certain product categories and headwinds in the ~~past year to address inflationary cost increases.~~reseller channel, which is more prominent in The Print Group.

Segment Profitability

The ~~decrease~~increase in The Print Group's segment EBITDA during the three and six months ended December 31, ~~2022,~~2023 as compared to the ~~prior year~~prior-year periods was largely driven by ~~cost increases that included higher~~$4.6 million and $9.8 million of gross profit growth, respectively, as gross margins expanded materially, benefiting from a reduction in key input costs ~~that are impacted by ongoing supply chain disruptions~~such as materials and ~~higher shipping~~shipping. Segment EBITDA also benefited from a reduction in long-term incentive compensation expense of $2.1 million and ~~energy costs, which more than offset the benefits from the revenue growth described above. For~~$1.1 million for the three and six months ended December 31, ~~2022, currency~~2023, respectively, due to lower forecasted payouts for business-specific long-term incentive awards. Currency exchange fluctuations ~~negatively~~positively impacted segment EBITDA year over year by ~~$1.7~~$1.0 million and ~~$3.9~~$2.0 million, respectively.

National Pen


In thousands	In thousands	Three Months Ended December 31,							Six Months Ended December 31,
In thousands
In thousands


		2022			2021			2022 vs. 2021	2022			2021			2022 vs. 2021
Reported Revenue	Reported Revenue	$	120,621		$	124,717		(3)%	$	202,287		$	193,981		4%
Reported Revenue
Reported Revenue
Segment EBITDA
Segment EBITDA
Segment EBITDA	Segment EBITDA	24,783			31,599			(22)%	23,486			23,551			—%
% of revenue	% of revenue	21		%	25		%		12		%	12		%
% of revenue
% of revenue

Segment Revenue

For the three and six months ended December 31, ~~2022,~~2023, National Pen's revenue growth was ~~negatively~~positively affected by currency impacts of ~~6% and 7%~~3%, ~~respectively, resulting in~~with constant-currency revenue growth of 3%5% in both periods. National Pen continued to deliver strong growth in its e-commerce channel and ~~11%, respectively. Constant-currency revenue growth~~from fulfillment for other Cimpress businesses.

Segment Profitability

The increase in National Pen's segment EBITDA for the three months ended December 31, 2023 was driven by ~~price increases that have been implemented over~~revenue growth described above, partially offset by increased advertising spend in their e-commerce

channels and higher compensation costs. Currency exchange fluctuations had an immaterial effect on segment EBITDA during the past year to address inflationary cost increases, as well as volume growth in new product categories that include bags and drinkware. The year-over-year decline in face mask sales impacted National Pen's revenue by approximately $3.2 million and $7.3 million for the three and six months ended December 21, 2022, respectively.

~~Segment Profitability~~current fiscal quarter.

The decrease in National Pen's segment EBITDA for the ~~three and~~ six months ended December 31, ~~2022~~2023 was driven by higher external marketing spend, primarily to support their e-commerce channel, as well as higher operating expenses. Currency exchange fluctuations had a negative ~~currency impacts~~year-over-year impact of ~~$5.2~~$1.6 million ~~and $5.4 million, respectively. Both gross margin and contribution margin were flat year over year when excluding currency impacts. National Pen has benefited from~~for the ~~start of cost reductions related to inbound and outbound freight costs that are more significant for this business given the extent of the supply chain that originates in China.~~

six months ended December 31, 2023.

All Other Businesses


In thousands	In thousands	Three Months Ended December 31,							Six Months Ended December 31,
In thousands
In thousands


		2022			2021			2022 vs. 2021	2022			2021			2022 vs. 2021
Reported Revenue	Reported Revenue	$	59,998		$	57,719		4%	$	111,825		$	105,590		6%
Reported Revenue
Reported Revenue
Segment EBITDA
Segment EBITDA
Segment EBITDA	Segment EBITDA	5,406			6,264			(14)%	11,584			11,155			4%
% of revenue	% of revenue	9		%	11		%		10		%	11		%
% of revenue
% of revenue

This segment ~~consists of~~includes BuildASign ~~which is a larger and profitable business,~~ and Printi, an early-stage business that we have managed at a relatively modest operating ~~loss as previously described and planned.~~loss.

Segment Revenue

All Other Businesses' constant-currency revenue ~~growth~~ was 3%flat and 6%decreased by 1% during the three and six months ended December 31, ~~2022,~~2023, respectively. ~~BuildASign's signage~~BuildASign generates the majority of revenue in this segment, and revenue declined slightly year over year as this business continued to experience lower revenue for real estate-related products ~~grew at double-digit rates, while~~as well as home decor products ~~were flat during~~in the seasonally significant second quarter. Other signage products grew in this business. Printi ~~delivered solid~~ revenue ~~growth across product lines and channels.~~continued to grow.

Segment Profitability

The decrease in segment EBITDA for the three months ended December 31, 2022 as compared to the three months ended December 31, 2021, was due to higher input costs that had a larger impact during BuildASign's seasonally important second quarter and its home decor products. The increase in segment EBITDA for the three and six months ended December 31, ~~2022~~2023, as compared to the ~~six months ended December 31, 2021,~~prior year, was ~~driven by higher revenue~~partly due to $2.0 million and ~~increased marketing efficiencies at both businesses during~~$3.3 million of lower long-term incentive compensation expense, respectively, as compared to the ~~first quarter of~~prior year periods, due to lower forecasted payouts for business-specific long-term incentive awards. Segment EBITDA also benefited from the ~~current year. As Printi grows, it continues to increase gross margins and contribution margins, driving closer to delivering a positive contribution to segment EBITDA.~~

~~During the fourth quarter of~~ fiscal year ~~2022, we decided to divest~~2023 exit of our ~~small, loss-making~~ business in China, ~~(YSD),~~ which ~~is reported as part~~drove $1.1 million and $1.8 million of ~~this segment. Our loss was lower this quarter due to~~losses in the ~~decreased operating expenses as we prepared to divest the business, which was completed in early January 2023.~~

respective year-ago periods.

Central and 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 ~~hosting and~~ security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our ~~Board~~tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, and the functions of ~~Directors,~~our CEO and ~~the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal.~~CFO. These costs also include certain unallocated share-based compensation costs.

During the ~~fourth quarter of fiscal year 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central~~three months ended December 31, 2023, central and corporate costs increased by $2.2 million as compared to the prior-year period, largely driven by $5.4 million of increased share-based compensation expense due to due to a higher grant value and the impact from our ~~Vista business. We~~2024 PSU grants that have ~~revised our presentation~~an accelerated expense profile as well as expense volatility from changes in the estimated attainment of ~~all prior periods presented~~the related performance condition. This increase was partially offset by lower cash compensation expense of $2.2 million due to ~~reflect our revised segment reporting. Refer~~savings from the March 2023 cost reductions, as well as lower third-party consulting spend of $1.6 million as compared to ~~Note 11 in our accompanying consolidated financial statements for additional details.~~the prior-year period.

Central and corporate costs ~~increased~~decreased by ~~$0.9 million and $0.5~~$0.6 million during the ~~three and~~ six months ended December 31, ~~2022, respectively,~~2023, as compared to the ~~prior periods,~~year-ago period, largely driven by $3.4 million of lower third-party consulting spend, partially offset by compensation cost increases of $2.6 million. The higher compensation costs were driven by increased share-based compensation costs due to ~~compensation increases as a result of our inflation-adjusted annual merit cycle and volume-related technology costs. Partially offsetting~~ the ~~compensation increases were savings~~2024 PSU awards, partially offset by the benefit from ~~actions taken in~~ the fourth quarter of fiscal 2022 to reduce headcount. In addition, unallocated share-based compensation was favorable versus the prior year, due in part to the granting of RSUs and options for most employees during the current year, as compared to PSUs in prior years.March 2023 cost reduction actions.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data

In thousands

Six Months Ended December 31,

In thousands

2022

2021

Net cash provided by operating activities

55,875

179,911

Net cash provided by operating activities

Net cash used in investing activities

(106,569)

(77,281)

Net cash used in financing activities

(112,715)

(49,357)

Net cash used in financing activities

The cash flows during the six months ended December 31, ~~2022~~2023 related primarily to the following items:

Cash inflows:

•Net ~~loss~~income of ~~$163.3~~$64.8 million ~~adjusted~~

•Adjustments for non-cash items of ~~$254.2~~$98.7 million primarily related to adjustments for ~~deferred taxes of $116.9 million,~~ depreciation and amortization of ~~$81.8 million, unrealized currency-related losses of $20.9~~$79.0 million and share-based compensation costs of ~~$22.7~~$30.1 million, partially offset by unrealized currency-related gains of $5.8 million, deferred taxes of $2.1 million, and the gain on extinguishment of debt of $1.7 million

•Net working capital inflow of $53.6 million, primarily due to timing impacts from favorable changes to accounts payable, as well as further reductions to inventory following the prior year build up of safety stock to mitigate the risk of supply chain disruptions

•Proceeds from the maturity of held-to-maturity securities of $25.9 million

•Proceeds from the sale of assets of $6.0 million, which primarily included proceeds from the sale of our Japanese manufacturing facility following our prior year exit from the Japanese market

Cash outflows:

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

•Total net working capital impacts of $35.1 million were a use of cash. The majority of this change in net working capital is impacted by increases to inventory that is held to mitigate the risk of supply availability due to ongoing supply chain disruptions and unfavorable changes to accounts payable, accrued expenses and other liabilities

•~~Purchase of held-to-maturity securities for $51.7 million, net of maturities~~

•~~Internal and external costs of $29.2 million for software and website development that we have capitalized~~

•Capital expenditures of ~~$26.5~~$34.0 million, of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

•~~Repayments~~Internal and external costs of ~~debt, net of proceeds from debt,~~$28.3 million for ~~$6.6 million~~software and website development that we have capitalized

•Payments for ~~finance lease arrangements~~early redemption of ~~$4.3~~our 2026 Notes of $24.5 million

•~~$3.7 million of distributions to noncontrolling interest holders~~

•Payment of withholding taxes in connection with share awards of ~~$2.4~~$10.2 million, primarily driven by the annual vesting of share grants during August 2023

•Repayments of debt, net of proceeds from borrowings, of $7.2 million

•Payments for finance lease arrangements of $4.9 million

Additional Liquidity and Capital Resources Information. At December 31, ~~2022,~~2023, we had ~~$111.3~~$274.2 million of cash and cash equivalents, ~~$102.2~~$17.2 million of marketable securities, and ~~$1,707.0~~$1,626.3 million of debt, excluding debt issuance costs and debt premiums and discounts. During the six months ended December 31, ~~2022,~~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 arrangements.

We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the first half of fiscal year 2024, we allocated $24.5 million of capital toward the purchase of a portion of our 2026 Notes, and we will continue to consider using excess liquidity to repurchase our debt. We have significantly reduced our net leverage over the last year primarily through increased profitability driven by the combination of returns from past investments, the focusing of our growth investments, restrained growth of operating expenses, and the easing of inflationary pressure on our input costs. This increased profitability and resultant cash flow generation should provide the opportunity to continue to delever

our balance sheet while also opportunistically allocating capital that enhances our intrinsic value per share. Our Board of Directors has authorized the repurchase of up to $150.0 million of Cimpress shares. This authorization does not have an expiration date or a defined time frame for repurchases. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities; therefore, any repurchases will be price dependent.

Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to enable the extension of our payment terms with certain suppliers. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 2 of the accompanying consolidated financial statements for additional information.

Indefinitely Reinvested Earnings. As of December 31, ~~2022,~~2023, a 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 ~~$51.8~~$72.9 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.

Contractual Obligations

Contractual obligations at December 31, ~~2022~~2023 are as follows:


In thousands	In thousands	Payments Due by Period										In thousands	Payments Due by Period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	Total													Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Operating leases, net of subleases (1)	Operating leases, net of subleases (1)	$	77,213	$	23,747	$	28,262	$	8,164	$	17,040
Purchase commitments	Purchase commitments	235,619		139,177		84,609		11,833		—
Senior unsecured notes and interest payments		747,000		42,000		84,000		621,000		—
2026 Notes and interest payments
Senior secured credit facility and interest payments (2)	Senior secured credit facility and interest payments (2)	1,487,487		83,383		170,949		162,034		1,071,121
Other debt	Other debt	6,734		2,549		4,000		185		—
Finance leases, net of subleases (1)	Finance leases, net of subleases (1)	25,572		6,741		8,247		3,304		7,280
Other		6,838		6,838		—		—		—

Total (3)	Total (3)	$	2,586,463	$	304,435	$	380,067	$	806,520	$	1,095,441
Total (3)
Total (3)

___________________

(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 and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash.

(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 ~~$9.5~~$9.1 million as of December 31, ~~2022~~2023 have been excluded from the contractual obligations table above. See Note 9 in our accompanying consolidated financial statements for further information on uncertain tax positions.

Operating Leases. We rent manufacturing facilities and office space under operating leases expiring on various dates through ~~2037.~~2028. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with ~~$1.8~~$2.7 million in the aggregate outstanding as of December 31, ~~2022.~~2023.

Purchase Commitments. At December 31, ~~2022,~~2023, we had unrecorded commitments under contract of ~~$235.6~~$208.1 million. Purchase commitments consisted of third-party fulfillment and digital services of $93.4 million; third-party cloud services of ~~$87.5 million; inventory, third-party fulfillment and digital service purchase commitments of $69.6~~$56.1 million; software of ~~$28.9~~$17.4 million; advertising of ~~$20.9 million; production and computer equipment purchases of $5.8~~$6.9 million; commitments for professional and consulting fees of ~~$4.2~~$6.0 million; production and computer equipment purchases of $2.5 million; and other ~~unrecorded purchase~~ commitments of ~~$18.8~~$25.9 million.

Senior Secured Credit Facility and Interest Payments. As of December 31, ~~2022,~~2023, we have borrowings under our Restated Credit Agreement of ~~$1,100.2~~$1,098.4 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. Our $250.0 million Revolving Credit Facility ~~under our Restated~~with a maturity date of

3638

May 17, 2026, under our Restated Credit Agreement, has ~~$243.7~~$243.3 million unused as of December 31, ~~2022.~~2023. There are no drawn amounts on the 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 the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on May 17, 2026. Interest payable included in the above table is based on the interest rate as of ~~June 30, 2022~~December 31, 2023 and assumes all ~~LIBOR-based~~Term SOFR-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~~2026 Notes and Interest Payments. Our ~~$600.0~~$522.1 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 semi-annually on June 15 and December 15 of each year. During the six months ended December 31, 2023, we purchased an aggregate principal amount of $26.2 million for a purchase price of $24.5 million, as well as the related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $1.7 million.

Debt Covenants. The Restated Credit Agreement and the indenture that governs our ~~7.0% Senior~~2026 Notes ~~due 2026~~ contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of December 31, ~~2022,~~2023, we were in compliance with all covenants under our 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 term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, ~~2022,~~2023, we had ~~$6.7~~$5.8 million outstanding for those obligations that have repayments due on various dates through ~~March~~September 2027.

Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through ~~2028.~~2037. The aggregate carrying value of the leased equipment under finance leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, ~~2022~~2023 is ~~$23.6~~$29.2 million, net of accumulated depreciation of ~~$35.6~~$38.9 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 31, ~~2022~~2023 amounts to ~~$27.1~~$40.1 million.

~~Other Obligations.~~ Other obligations consist of deferred payments relating to previous acquisitions, including the deferred payment relating to our Depositphotos acquisition that is payable in October 2022, subject to any outstanding indemnification claims.

Additional Non-GAAP Financial Measures

Adjusted 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. Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization plus share-based compensation expense plus proceeds from insurance not already included in operating income plus earn-out related charges plus certain impairments plus restructuring related charges plus realized gains or losses on currency derivatives less the gain or loss on purchase or sale of ~~subsidiaries.~~subsidiaries as well as the disposal of assets.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and 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~~for acquisitions, 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 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.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. During the current fiscal year, we revised our adjusted free cash flow

definition to include proceeds from the sale of assets, which we believe provides useful information regarding the net cash deployed for the purchase of capital assets by incorporating any cash that is recovered from the subsequent sale of any assets. We have revised all periods presented to incorporate this change.

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 proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from 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 EBITDA for the three and six months ended December 31, ~~2022~~2023 and ~~2021:~~2022:


In thousands	In thousands	Three Months Ended December 31,				Six Months Ended December 31,
		2022		2021		2022		2021
In thousands
In thousands										Three Months Ended December 31,	Six Months Ended December 31,
	2023
GAAP operating income
GAAP operating income
GAAP operating income	GAAP operating income	$	33,578	$	85,981	$	15,611	$	102,920
Exclude expense (benefit) impact of:	Exclude expense (benefit) impact of:
Exclude expense (benefit) impact of:
Exclude expense (benefit) impact of:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	40,874		45,314		81,816		89,746

Share-based compensation expense	Share-based compensation expense	11,547		12,505		22,022		23,511

Share-based compensation expense

Share-based compensation expense

Certain impairments and other adjustments	Certain impairments and other adjustments	(925)		(2,713)		2,531		(3,493)

Certain impairments and other adjustments

Certain impairments and other adjustments
Restructuring-related charges
Restructuring-related charges
Restructuring-related charges	Restructuring-related charges	11,207		307		13,027		(2)

Realized gains (losses) on currency derivatives not included in operating income (1)		14,901		674		21,770		(2,998)
Realized gains on currency derivatives not included in operating income (1)

Realized gains on currency derivatives not included in operating income (1)

Realized gains on currency derivatives not included in operating income (1)
Adjusted EBITDA	Adjusted EBITDA	$	111,182	$	142,068	$	156,777	$	209,684
Adjusted EBITDA
Adjusted EBITDA

_________________

(1) These realized gains ~~(losses)~~ include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting. ~~See~~Refer to Note 4 in our accompanying consolidated financial statements for further information.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the six months ended December 31, ~~2022~~2023 and ~~2021:~~2022:


In thousands	In thousands		Six Months Ended December 31,
				2022		2021
In thousands
In thousands
		2023
		2023
		2023
Net cash provided by operating activities	Net cash provided by operating activities			$	55,875	$	179,911
Net cash provided by operating activities
Net cash provided by operating activities
Purchases of property, plant and equipment
Purchases of property, plant and equipment
Purchases of property, plant and equipment	Purchases of property, plant and equipment			(26,490)		(26,539)

Capitalization of software and website development costs	Capitalization of software and website development costs			(29,246)		(32,134)

Adjusted free cash flow				$	139	$	121,238
Capitalization of software and website development costs

Capitalization of software and website development costs
Proceeds from the sale of assets (1)
Proceeds from the sale of assets (1)
Proceeds from the sale of assets (1)

Adjusted free cash flow (1)

Adjusted free cash flow (1)

Adjusted free cash flow (1)

_________________

(1) During the first quarter of fiscal year 2024, we revised our adjusted free cash flow definition to include proceeds from the sale of assets. We have revised all periods presented to incorporate this change.

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 31, ~~2022,~~2023, our cash and cash equivalents consisted of standard depository accounts, which are held for working capital 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 31, ~~2022,~~2023, we had $~~1,100~~1,098.4 million of 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~~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 31, ~~2022,~~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 December 31, ~~2022,~~2023, would result in a ~~$7.4~~$8.8 million impact to interest expense over the next 12 months. This does not include any yield from cash and marketable securities.

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 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 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 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 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 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~~either: 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with 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 (loss) income before income taxes in the near term. The balances are inclusive of the notional value of any 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 a change of ~~$10.5 million and $14.0~~$7.4 million on our income (loss) ~~income~~ before income taxes for the three and six months ended December 31, ~~2022.~~

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 31, ~~2022.~~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 31, ~~2022,~~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 31, ~~2022~~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

There have been no material changes with respect to the risk factors we disclosed in our Form 10-K for the fiscal year ended June 30, 2023.

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

On January 31, 2024, we announced that our Board had authorized us to repurchase up to $150.0 million aggregate purchase price (excluding any fees, commissions, or other expenses of such purchases) of Cimpress' issued and outstanding ordinary shares on the open market, through privately negotiated transactions, or in one or more self tender offers. Although the Board did not set an expiration date for this repurchase program, we may suspend or discontinue our share repurchases at any time.

We did not purchase any of our ordinary shares during the three and six months ended December 31, 2023.

Item 5. Other Information

On November 21, 2023, Maarten Wensveen, our Executive Vice President and Chief Technology Officer, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The plan provides for the sales, on the dates and at the prices set forth in the plan, of up to 4,072 ordinary shares held by Mr. Wensveen as of the date of the plan adoption plus additional shares Mr. Wensveen receives between the adoption and expiration dates of his plan upon the vesting of his RSU awards. Mr. Wensveen's plan expires on November 21, 2024.

On December 14, 2023, Florian Baumgartner, our Executive Vice President and Chief Executive Officer of Vista, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The plan provides for the sales of shares held by Mr. Baumgartner and the exercise of Mr. Baumgartner's share option and sales of shares, on the dates and at the prices set forth in the plan, up to 44,838 ordinary shares in the aggregate. Mr. Baumgartner's plan expires on July 31, 2024.

Item 6. Exhibits and Financial Statement Schedules


Exhibit No.						Description
~~10.1~~						~~2020 Equity Incentive Plan, as amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 17, 2022~~
31.1						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 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

4143

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.

~~January 26, 2023~~February 1, 2024 Cimpress plc


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

4244


	Three Months Ended December 31, 2021
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	289,615	$	—	$	—	$	57,976	$	51,035	$	398,626
Europe	117,627		137,173		87,596		53,797		—		396,193
Other	39,767		—		—		9,229		5,901		54,897
Inter-segment	1,105		521		2,534		3,715		783		8,658
Total segment revenue	448,114		137,694		90,130		124,717		57,719		858,374
Less: inter-segment elimination	(1,105)		(521)		(2,534)		(3,715)		(783)		(8,658)
Total external revenue	$	447,009	$	137,173	$	87,596	$	121,002	$	56,936	$	849,716


	Six Months Ended December 31, 2021
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	534,064	$	—	$	—	$	99,014	$	92,343	$	725,421
Europe	189,160		262,301		158,751		74,648		—		684,860
Other	72,563		—		—		12,762		11,709		97,034
Inter-segment	1,807		750		4,199		7,557		1,538		15,851
Total segment revenue	797,594		263,051		162,950		193,981		105,590		1,523,166
Less: inter-segment elimination	(1,807)		(750)		(4,199)		(7,557)		(1,538)		(15,851)
Total external revenue	$	795,787	$	262,301	$	158,751	$	186,424	$	104,052	$	1,507,315