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	~~March 31,~~September 30, 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 3, Finnabair Business and Technology Park A91 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 ~~April 24,~~October 23, 2023, there were ~~26,322,666~~26,590,037 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three ~~and Nine~~ Months Ended ~~March 31,~~September 30, 2023

TABLE OF CONTENTS


						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023						1
Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022						2
Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022						3
Consolidated Statements of Shareholders' Deficit for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022						4
Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022						85
Notes to Consolidated Financial Statements						107
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						2825
Item 3. Quantitative and Qualitative Disclosures About Market Risk						4137
Item 4. Controls and Procedures						4238

PART II OTHER INFORMATION
Item 1A. Risk Factors						39
Item 6. Exhibits						4439
Signatures						4540

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

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


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	114,990	$	277,053	Cash and cash equivalents	$	125,199	$	130,313
Marketable securities	Marketable securities	68,305		49,952		Marketable securities	22,613		38,540
Accounts receivable, net of allowances of $5,957 and $6,140, respectively		67,869		63,885
Accounts receivable, net of allowances of $7,026 and $6,630, respectively						Accounts receivable, net of allowances of $7,026 and $6,630, respectively	68,892		67,353
Inventory	Inventory	116,379		126,728		Inventory	113,985		107,835
Prepaid expenses and other current assets	Prepaid expenses and other current assets	102,582		108,697		Prepaid expenses and other current assets	113,230		96,986

Total current assets	Total current assets	470,125		626,315		Total current assets	443,919		441,027
Property, plant and equipment, net	Property, plant and equipment, net	284,128		286,826		Property, plant and equipment, net	271,507		287,574
Operating lease assets, net	Operating lease assets, net	75,406		80,694		Operating lease assets, net	74,519		76,776
Software and website development costs, net	Software and website development costs, net	95,511		90,474		Software and website development costs, net	92,620		95,315
Deferred tax assets	Deferred tax assets	10,093		113,088		Deferred tax assets	12,060		12,740
Goodwill	Goodwill	787,291		766,600		Goodwill	772,165		781,541
Intangible assets, net	Intangible assets, net	119,931		154,730		Intangible assets, net	98,836		109,196
Marketable securities, non-current	Marketable securities, non-current	6,466		—		Marketable securities, non-current	—		4,497
Other assets	Other assets	44,486		48,945		Other assets	43,845		46,193
Total assets	Total assets	$	1,893,437	$	2,167,672	Total assets	$	1,809,471	$	1,854,859
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	$	263,980	$	313,710	Accounts payable	$	264,032	$	285,784
Accrued expenses	Accrued expenses	300,013		253,841		Accrued expenses	272,819		257,109
Deferred revenue	Deferred revenue	55,222		58,861		Deferred revenue	49,490		44,698
Short-term debt	Short-term debt	10,696		10,386		Short-term debt	10,877		10,713
Operating lease liabilities, current	Operating lease liabilities, current	23,855		27,706		Operating lease liabilities, current	21,851		22,559
Other current liabilities	Other current liabilities	21,824		28,035		Other current liabilities	20,114		24,469

Total current liabilities	Total current liabilities	675,590		692,539		Total current liabilities	639,183		645,332
Deferred tax liabilities	Deferred tax liabilities	43,759		41,142		Deferred tax liabilities	49,407		47,351
Long-term debt	Long-term debt	1,682,658		1,675,562		Long-term debt	1,594,942		1,627,243

Operating lease liabilities, non-current	Operating lease liabilities, non-current	53,404		57,474		Operating lease liabilities, non-current	55,051		56,668
Other liabilities	Other liabilities	87,927		64,394		Other liabilities	73,668		90,058
Total liabilities	Total liabilities	2,543,338		2,531,111		Total liabilities	2,412,251		2,466,652
Commitments and contingencies (Note 12)	Commitments and contingencies (Note 12)					Commitments and contingencies (Note 12)
Redeemable noncontrolling interests		11,974		131,483
Redeemable noncontrolling interests (Note 10)						Redeemable noncontrolling interests (Note 10)	10,848		10,893
Shareholders’ deficit:	Shareholders’ deficit:					Shareholders’ deficit:
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding		—		—
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,285,490 and 44,083,569 shares issued, respectively; 26,314,243 and 26,112,322 shares outstanding, respectively		615		615

Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,554,058 and 44,315,855 shares issued, respectively; 26,582,811 and 26,344,608 shares outstanding, respectively						Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,554,058 and 44,315,855 shares issued, respectively; 26,582,811 and 26,344,608 shares outstanding, respectively	615		615

Treasury shares, at cost, 17,971,247 shares for both periods presented	Treasury shares, at cost, 17,971,247 shares for both periods presented	(1,363,550)		(1,363,550)		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	528,983		501,003		Additional paid-in capital	543,754		539,454
Retained earnings	Retained earnings	206,826		414,138		Retained earnings	239,620		235,396
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(35,291)		(47,128)		Accumulated other comprehensive loss	(34,622)		(35,060)

Total shareholders’ deficit attributable to Cimpress plc	Total shareholders’ deficit attributable to Cimpress plc	(662,417)		(494,922)		Total shareholders’ deficit attributable to Cimpress plc	(614,183)		(623,145)
Noncontrolling interests (Note 10)	Noncontrolling interests (Note 10)	542		—		Noncontrolling interests (Note 10)	555		459
Total shareholders' deficit	Total shareholders' deficit	(661,875)		(494,922)		Total shareholders' deficit	(613,628)		(622,686)
Total liabilities, noncontrolling interests and shareholders’ deficit	Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,893,437	$	2,167,672	Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,809,471	$	1,854,859

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Revenue	Revenue	$	742,164	$	657,412	$	2,290,781	$	2,164,727		Revenue	$	757,294	$	703,415
Cost of revenue (1)	Cost of revenue (1)	394,908		347,452		1,228,036		1,110,378			Cost of revenue (1)	398,783		377,735
Technology and development expense (1)	Technology and development expense (1)	78,287		75,291		230,485		212,835			Technology and development expense (1)	74,330		74,475
Marketing and selling expense (1)	Marketing and selling expense (1)	187,234		194,618		593,312		577,931			Marketing and selling expense (1)	192,188		200,930
General and administrative expense (1)	General and administrative expense (1)	52,578		50,888		156,441		144,162			General and administrative expense (1)	48,341		54,072
Amortization of acquired intangible assets	Amortization of acquired intangible assets	11,239		14,180		35,951		41,520			Amortization of acquired intangible assets	9,886		12,350
Restructuring expense (1)	Restructuring expense (1)	30,115		3,420		43,142		3,418			Restructuring expense (1)	(334)		1,820

(Loss) income from operations		(12,197)		(28,437)		3,414		74,483
Income (loss) from operations											Income (loss) from operations	34,100		(17,967)
Other income, net	Other income, net	1,377		12,321		11,382		38,330			Other income, net	6,419		27,397
Interest expense, net	Interest expense, net	(30,515)		(24,247)		(83,918)		(75,304)			Interest expense, net	(29,200)		(24,806)

(Loss) income before income taxes		(41,335)		(40,363)		(69,122)		37,509
Gain on early extinguishment of debt											Gain on early extinguishment of debt	1,372		—
Income (loss) before income taxes											Income (loss) before income taxes	12,691		(15,376)
Income tax expense	Income tax expense	8,475		29,529		143,969		56,208			Income tax expense	8,122		9,365
Net loss		(49,810)		(69,892)		(213,091)		(18,699)
Less: Net loss (income) attributable to noncontrolling interests		484		(1,925)		(1,676)		(5,027)
Net loss attributable to Cimpress plc		$	(49,326)	$	(71,817)	$	(214,767)	$	(23,726)
Basic and diluted net loss per share attributable to Cimpress plc		$	(1.88)	$	(2.75)	$	(8.19)	$	(0.91)

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

Net income (loss)											Net income (loss)	4,569		(24,741)
Add: Net (income) attributable to noncontrolling interests											Add: Net (income) attributable to noncontrolling interests	(15)		(700)
Net income (loss) attributable to Cimpress plc											Net income (loss) attributable to Cimpress plc	$	4,554	$	(25,441)
Basic net income (loss) per share attributable to Cimpress plc											Basic net income (loss) per share attributable to Cimpress plc	$	0.17	$	(0.97)
Diluted net income (loss) per share attributable to Cimpress plc											Diluted net income (loss) per share attributable to Cimpress plc	$	0.17	$	(0.97)
Weighted average shares outstanding — basic											Weighted average shares outstanding — basic	26,468,769		26,178,818
Weighted average shares outstanding — diluted											Weighted average shares outstanding — diluted	27,079,455		26,178,818

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


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Cost of revenue	Cost of revenue	$	42	$	137	$	411	$	380		Cost of revenue	$	167	$	193
Technology and development expense	Technology and development expense	2,500		3,397		9,808		9,655			Technology and development expense	4,209		3,041
Marketing and selling expense	Marketing and selling expense	(323)		2,961		3,888		8,436			Marketing and selling expense	2,218		2,459
General and administrative expense	General and administrative expense	5,023		6,209		15,157		17,744			General and administrative expense	5,859		4,782
Restructuring expense	Restructuring expense	1,492		—		2,141		—			Restructuring expense	—		156

See accompanying notes.

CIMPRESS PLC

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

(unaudited in thousands)

Three Months Ended March 31, Nine Months Ended March 31,
2023 2022 2023 2022
Net loss $ (49,810) $ (69,892) $ (213,091) $ (18,699)
Other comprehensive income (loss), net of tax:
Foreign currency translation (losses) gains, net of hedges (1,526) (4,281) 1,412 (922)
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges (4,667) 7,222 6,444 2,799
Amounts reclassified from accumulated other comprehensive loss to net loss for derivative instruments (969) 4,401 (771) 17,715
Gain on pension benefit obligation, net — — — 444
Comprehensive (loss) income (56,972) (62,550) (206,006) 1,337
Add: Comprehensive loss (income) attributable to noncontrolling interests 414 (1,563) 3,076 (3,204)
Total comprehensive loss attributable to Cimpress plc $ (56,558) $ (64,113) $ (202,930) $ (1,867)


	Three Months Ended September 30,
	2023		2022
Net income (loss)	$	4,569	$	(24,741)
Other comprehensive income (loss), net of tax:
Foreign currency translation losses, net of hedges	(3,787)		(8,182)
Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges	7,679		16,760
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments	(3,548)		(2,938)



Comprehensive income (loss)	4,913		(19,101)
Add: Comprehensive loss attributable to noncontrolling interests	79		647
Total comprehensive income (loss) attributable to Cimpress plc	$	4,992	$	(18,454)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(unaudited in thousands)


		Ordinary Shares			Deferred Ordinary Shares			Treasury Shares												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			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, 2021		44,080	$	615	25	$	28	(18,045)	$	(1,368,595)	$	459,904	$	530,159	$	(71,482)	$	(449,371)
Balance at June 30, 2022																			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	—	—		—	—		54	3,516		(6,095)		—		—		(2,579)		Restricted share units vested, net of shares withheld for taxes	112	—			—	—		(2,212)		—		—		(2,212)

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		11,129		—		—		11,129		Share-based compensation expense	—	—			—	—		10,653		—		—		10,653
Net loss attributable to Cimpress plc	Net loss attributable to Cimpress plc	—	—		—	—		—	—		—		(6,698)		—		(6,698)		Net loss attributable to Cimpress plc	—	—			—	—		—		(25,441)		—		(25,441)
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(7,592)		—		(7,592)		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	—	—		—	—		—	—		—		—		3,621		3,621		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	—	—		—	—		—	—		—		—		674		674		Foreign currency translation, net of hedges	—	—			—	—		—				(6,835)		(6,835)
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	44,196	$	615		(17,971)	$	(1,363,550)	$	509,444	$	385,972	$	(40,141)	$	(507,660)

Balance at June 30, 2023																			Balance at June 30, 2023	44,316	$	615		(17,971)	$	(1,363,550)	$	539,454	$	235,396	$	(35,060)	$	(623,145)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes																			Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes	2	—			—	—		82		—		—		82

Restricted share units vested, net of shares withheld for taxes	Restricted share units vested, net of shares withheld for taxes	—	—		—	—		11	743		(1,062)		—		—		(319)		Restricted share units vested, net of shares withheld for taxes	236	—			—	—		(8,403)		—		—		(8,403)

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		12,398		—		—		12,398		Share-based compensation expense	—	—			—	—		12,621		—		—		12,621
Net income attributable to Cimpress plc	Net income attributable to Cimpress plc	—	—		—	—		—	—		—		54,789		—		54,789		Net income attributable to Cimpress plc	—	—			—	—		—		4,554		—		4,554
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(8,444)		—		(8,444)		Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(330)		—		(330)
Decrease in noncontrolling interest due to share purchase		—	—		—	—		—	—		(272)		—		—		(272)

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	—	—		—	—		—	—		—		—		5,270		5,270		Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—			—	—		—		—		4,131		4,131
Foreign currency translation, net of hedges	Foreign currency translation, net of hedges	—	—		—	—		—	—		—		—		4,146		4,146		Foreign currency translation, net of hedges	—	—			—	—		—		—		(3,693)		(3,693)
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)

Balance at September 30, 2023																			Balance at September 30, 2023	44,554	$	615		(17,971)	$	(1,363,550)	$	543,754	$	239,620	$	(34,622)	$	(614,183)

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS' DEFICIT (CONTINUED)~~CASH FLOWS

(unaudited in thousands)

~~See accompanying notes.~~

~~CIMPRESS PLC~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)~~

~~(unaudited in thousands)~~

Ordinary Shares Deferred Ordinary Shares Treasury Shares
Number of
Shares
Issued Amount Number of
Shares
Issued Amount Number
of
Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated Other
Comprehensive
Loss Total
Shareholders’
Deficit
Balance at June 30, 2022 44,084 $ 615 — $ — (17,971) $ (1,363,550) $ 501,003 $ 414,138 $ (47,128) $ (494,922)
Restricted share units vested, net of shares withheld for taxes 112 — — — — — (2,212) — — (2,212)
Share-based compensation expense — — — — — — 10,653 — — 10,653
Net loss attributable to Cimpress plc — — — — — — — (25,441) — (25,441)
Redeemable noncontrolling interest accretion to redemption value — — — — — — — (2,725) — (2,725)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 13,822 13,822
Foreign currency translation, net of hedges — — — — — — — — (6,835) (6,835)
Balance at September 30, 2022 44,196 $ 615 — $ — (17,971) $ (1,363,550) $ 509,444 $ 385,972 $ (40,141) $ (507,660)
Restricted share units vested, net of shares withheld for taxes 15 — — — — — (158) — — (158)
Share-based compensation expense — — — — — — 12,245 — — 12,245
Net loss attributable to Cimpress plc — — — — — — — (140,000) — (140,000)
Redeemable noncontrolling interest accretion to redemption value — — — — — — — 10,180 — 10,180
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — (2,513) (2,513)
Foreign currency translation, net of hedges — — — — — — — — 14,595 14,595
Balance at December 31, 2022 44,211 $ 615 — $ — (17,971) $ (1,363,550) $ 521,531 $ 256,152 $ (28,059) $ (613,311)

~~See accompanying notes.~~

~~CIMPRESS PLC~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)~~

~~(unaudited in thousands)~~


	Three Months Ended September 30,
	2023		2022
Operating activities
Net income (loss)	$	4,569	$	(24,741)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	39,942		40,942
Share-based compensation expense	12,453		10,631


Deferred taxes	(1,118)		(1,024)

Gain on early extinguishment of debt	(1,372)		—


Unrealized gain on derivatives not designated as hedging instruments included in net income (loss)	(6,261)		(14,024)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	1,885		(749)

Other non-cash items	(1,229)		2,158

Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(2,209)		(9,460)
Inventory	(401)		(36,434)
Prepaid expenses and other assets	4,214		3,151
Accounts payable	(22,209)		(12,013)
Accrued expenses and other liabilities	13,990		16,312
Net cash provided by (used in) operating activities	42,254		(25,251)
Investing activities
Purchases of property, plant and equipment	(22,565)		(11,758)



Capitalization of software and website development costs	(14,397)		(15,330)
Proceeds from the sale of assets	5,636		122

Purchases of marketable securities	—		(84,030)
Proceeds from maturity of held-to-maturity investments	20,500		9,953



Net cash used in investing activities	(10,826)		(101,043)
Financing activities
Proceeds from borrowings of debt	173		10,000




Payments of debt	(3,784)		(13,256)


Payments for early redemption of 7% Senior Notes due 2026	(19,815)		—

Payments of debt issuance costs	—		(23)
Payments of purchase consideration included in acquisition-date fair value	—		(225)
Payments of withholding taxes in connection with equity awards	(8,404)		(2,212)
Payments of finance lease obligations	(2,768)		(2,412)



Proceeds from issuance of ordinary shares	82		—


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

Net cash used in financing activities	(35,065)		(11,780)
Effect of exchange rate changes on cash	(1,477)		(6,879)

Net decrease in cash and cash equivalents	(5,114)		(144,953)
Cash and cash equivalents at beginning of period	130,313		277,053
Cash and cash equivalents at end of period	$	125,199	$	132,100

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)

Nine Months Ended March 31,
2023 2022
Operating activities
Net loss $ (213,091) $ (18,699)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization 121,567 133,397
Share-based compensation expense 31,405 36,215
Deferred taxes 115,984 26,636
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net loss 32,512 (25,639)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency (6,972) (5,847)
Other non-cash items 15,200 (8,204)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable (4,840) (17,764)
Inventory (2,595) (31,964)
Prepaid expenses and other assets (5,071) (18,776)
Accounts payable (44,994) 35,860
Accrued expenses and other liabilities 29,369 26,501
Net cash provided by operating activities 68,474 131,716
Investing activities
Purchases of property, plant and equipment (37,486) (42,142)
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested (4,130) —
Business acquisitions, net of cash acquired (498) (75,258)
Capitalization of software and website development costs (44,181) (49,875)
Proceeds from the sale of assets 1,864 27,466
Purchases of marketable securities (84,030) —
Proceeds from maturity of held-to-maturity investments 60,110 93,679
Payments for settlement of derivatives designated as hedging instruments — (1,880)
Other investing activities — (617)
Net cash used in investing activities (108,351) (48,627)
Financing activities
Proceeds from borrowings of debt 48,264 —
Payments of debt (57,947) (11,149)
Payments of debt issuance costs (51) (1,440)
Payments of purchase consideration included in acquisition-date fair value (7,100) (43,647)
Payments of withholding taxes in connection with equity awards (3,809) (3,098)
Payments of finance lease obligations (6,017) (35,099)
Purchase of noncontrolling interests (95,567) (324)
Distributions to noncontrolling interests (3,652) (3,963)
Other financing activities 113 (26)
Net cash used in financing activities (125,766) (98,746)
Effect of exchange rate changes on cash 3,580 (5,854)
Net decrease in cash and cash equivalents (162,063) (21,511)
Cash and cash equivalents at beginning of period 277,053 183,023
Cash and cash equivalents at end of period $ 114,990 $ 161,512
See accompanying notes.


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)
		Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022			2023		2022
Supplemental disclosures of cash flow information	Supplemental disclosures of cash flow information					Supplemental disclosures of cash flow information
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	70,796	$	63,498	Interest	$	24,239	$	15,060
Income taxes	Income taxes	23,494		23,587		Income taxes	15,794		4,257
Cash received during the period for:						Cash received during the period for:
Interest						Interest	3,349		2,074
Non-cash investing and financing activities	Non-cash investing and financing activities					Non-cash investing and financing activities
Property and equipment acquired under finance leases	Property and equipment acquired under finance leases	14,405		3,755		Property and equipment acquired under finance leases	386		2,412
Amounts accrued related to property, plant and equipment	Amounts accrued related to property, plant and equipment	9,045		10,115		Amounts accrued related to property, plant and equipment	6,403		9,500
Amounts accrued related to capitalized software development costs	Amounts accrued related to capitalized software development costs	116		215		Amounts accrued related to capitalized software development costs	205		213
Amounts accrued related to business acquisitions	Amounts accrued related to business acquisitions	—		8,555		Amounts accrued related to business acquisitions	—		8,463

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 mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders. 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 as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022.

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


		March 31, 2023				September 30, 2023
		Amortized cost		Unrealized losses			Fair value			Amortized cost		Unrealized losses		Fair value
Due within one year or less:	Due within one year or less:								Due within one year or less:
Commercial paper		$	30,791	$	(96)		$	30,695

Corporate debt securities	Corporate debt securities	32,242		(241)			32,001		Corporate debt securities	$	13,337	$	(143)	$	13,194
U.S. government securities	U.S. government securities	5,272		(57)			5,215		U.S. government securities	9,276		(80)		9,196
Total due within one year or less		68,305		(394)			67,911
Due between one and two years:
Corporate debt securities		2,496		(54)			2,442
U.S. government securities		3,970		(61)			3,909
Total due within between one and two years		6,466		(115)			6,351

Total held-to-maturity securities	Total held-to-maturity securities	$	74,771	$	(509)		$	74,262	Total held-to-maturity securities	$	22,613	$	(223)	$	22,390


		June 30, 2022				June 30, 2023
		Amortized cost		Unrealized losses			Fair value			Amortized cost		Unrealized losses		Fair value
Due within one year or less:	Due within one year or less:								Due within one year or less:
Commercial paper									Commercial paper	$	15,982	$	(10)	$	15,972
Corporate debt securities	Corporate debt securities	$	49,952	$	(546)		$	49,406	Corporate debt securities	16,298		(190)		16,108
U.S. government securities									U.S. government securities	6,260		(69)		6,191
Total due within one year or less									Total due within one year or less	38,540		(269)		38,271
Due between one and two years:									Due between one and two years:
Corporate debt securities									Corporate debt securities	1,498		(35)		1,463
U.S. government securities									U.S. government securities	2,999		(66)		2,933
Total due between one and two years									Total due between one and two years	4,497		(101)		4,396
Total held-to-maturity securities	Total held-to-maturity securities	$	49,952	$	(546)		$	49,406	Total held-to-maturity securities	$	43,037	$	(370)	$	42,667

Other Income, Net

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

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


	Three Months Ended September 30,
	2023		2022
Gains on derivatives not designated as hedging instruments (1)	$	8,312	$	28,645
Currency-related losses, net (2)	(2,699)		(197)
Other gains (losses)	806		(1,051)
Total other income, net	$	6,419	$	27,397

_____________________

(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 gains of ~~$4,876~~$2,050 and ~~$35,864~~$14,621 for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and ~~gains of $2,011 and losses $2,407 for the three and nine months ended March 31,~~ 2022. ~~Losses on ineffective interest rate swaps amounted to $6,580 and $6,364 for the three and nine months ended March 31, 2022, compared to no gains or losses in the current periods.~~ Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related ~~gains (losses),~~losses, 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 ~~Loss~~Income (Loss) Per Share Attributable to Cimpress plc

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

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

Three Months Ended March 31, Nine Months Ended March 31,
2023 2022 2023 2022
Weighted average shares outstanding, basic and diluted 26,268,301 26,102,610 26,226,989 26,090,460
Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 3,161,275 908,354 3,045,675 770,500


	Three Months Ended September 30,
	2023	2022
Weighted average shares outstanding, basic	26,468,769	26,178,818
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)	610,686	—
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc	27,079,455	26,178,818
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)	187,649	2,688,813

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive.

(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 nine~~ months ended ~~March 31,~~September 30, 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 98,319.For the three months ended September 30, 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 $12,453 and ~~103,443 and 264,963 shares~~$10,631 for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

During the first quarter of fiscal 2024, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program for team members in our Vista business and central teams. 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 for Cimpress (for grants to central team members) and Vista (for grants to Vista team members). 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 at 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 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. The building is available for immediate sale, and we believe a sale will occur within one year. The plan to sell the asset meets all held-for-sale criteria, which resulted in the reclassification of the building's carrying value of $16,446 from property, plant, and equipment, net to other current assets as of September 30, 2023. The estimated selling price less costs to sell exceeds carrying value as of September 30, 2023, and therefore no loss has been recorded on the asset held for sale.

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)" (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 ~~on July 1, 2023. Cimpress businesses~~as part of our annual disclosures for fiscal year 2025. The adoption of the new standard did not have an ~~active~~impact on our consolidated financial statements.

We facilitate a voluntary supply chain finance program through a financial intermediary, which ~~will require additional disclosure after adoption~~provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of ~~this standard. We will include~~ the ~~expanded disclosure requirements starting~~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 ~~first quarter~~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 ~~fiscal 2024.~~guarantees provided for the committed payment to the financial institution.

12All 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 as of September 30, 2023 and June 30, 2023 were $49,025 and $44,522, respectively.

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:


	September 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	$	23,949	$	—	$	23,949	$	—
Cross-currency swap contracts	13		—		13		—
Currency forward contracts	4,128		—		4,128		—
Currency option contracts	934		—		934		—
Total assets recorded at fair value	$	29,024	$	—	$	29,024	$	—

Liabilities


Currency forward contracts	$	(1,545)	$	—	$	(1,545)	$	—
Currency option contracts	(1,505)		—		(1,505)		—
Total liabilities recorded at fair value	$	(3,050)	$	—	$	(3,050)	$	—

March 31, 2023
Total Quoted Prices in
Active
Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts $ 17,099 $ — $ 17,099 $ —
Currency forward contracts 1,522 — 1,522 —
Currency option contracts 1,915 — 1,915 —
Total assets recorded at fair value $ 20,536 $ — $ 20,536 $ —
Liabilities
Cross-currency swap contracts $ (1,937) $ — $ (1,937) $ —
Currency forward contracts (4,225) — (4,225) —
Currency option contracts (1,581) — (1,581) —
Total liabilities recorded at fair value $ (7,743) $ — $ (7,743) $ —


		June 30, 2022									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)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets	Assets									Assets
Interest rate swap contracts	Interest rate swap contracts	$	14,336	$	—	$	14,336	$	—	Interest rate swap contracts	$	19,218	$	—	$	19,218	$	—

Currency forward contracts	Currency forward contracts	20,638		—		20,638		—		Currency forward contracts	2,301		—		2,301		—
Currency option contracts	Currency option contracts	10,611		—		10,611		—		Currency option contracts	990		—		990		—
Total assets recorded at fair value	Total assets recorded at fair value	$	45,585	$	—	$	45,585	$	—	Total assets recorded at fair value	$	22,509	$	—	$	22,509	$	—

Liabilities	Liabilities									Liabilities

Cross-currency swap contracts	Cross-currency swap contracts	$	(446)	$	—	$	(446)	$	—	Cross-currency swap contracts	$	(1,777)	$	—	$	(1,777)	$	—
Currency forward contracts	Currency forward contracts	(505)		—		(505)		—		Currency forward contracts	(4,485)		—		(4,485)		—
Currency option contracts	Currency option contracts	(9)		—		(9)		—		Currency option contracts	(3,055)		—		(3,055)		—
Total liabilities recorded at fair value	Total liabilities recorded at fair value	$	(960)	$	—	$	(960)	$	—	Total liabilities recorded at fair value	$	(9,317)	$	—	$	(9,317)	$	—

During the ~~nine~~three months ended ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $~~1,710,187~~1,621,001 and ~~$1,705,365,~~$1,653,989, respectively, and the fair value was ~~$1,624,353~~$1,596,312 and ~~$1,600,627,~~$1,604,190, respectively. Our debt at ~~March 31,~~September 30, 2023 includes variable-rate debt instruments indexed to ~~LIBOR~~Term SOFR and Euribor that resets 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 ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023, our held-to-maturity marketable securities were held at an amortized cost of ~~$74,771~~$22,613 and ~~$49,952,~~$43,037, respectively, while the fair value was ~~$74,262~~$22,390 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 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 ~~March 31,~~September 30, 2023, we estimate that ~~$6,830~~$6,612 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~March 31,~~September 30, 2024. As of ~~March 31,~~September 30, 2023, we had ~~sixteen~~eleven effective outstanding interest rate swap ~~contracts. Fourteen 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 ~~March 31,~~September 30, 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 September 30, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

Cross-Currency Swap Contracts

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

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of ~~March 31,~~September 30, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478, maturing during June 2024. We entered into the cross-currency swap contract to

hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of ~~March 31,~~September 30, 2023, we estimate that~~$1,744~~ $1,353 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of ~~$364,524~~$310,270 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 nine~~ months ended ~~March 31,~~September 30, 2023 and 2022, we experienced volatility within other income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP

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

In most cases, we enter into these currency derivative contracts, 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 ~~March 31,~~September 30, 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, 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

$532,504

June 2021 through March 2023

Various dates through March 2025

553

Various

$651,202

December 2021 through September 2023

Various dates through September 2025

595

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 ~~March 31,~~September 30, 2023 and June 30, ~~2022.~~2023. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.


		March 31, 2023															September 30, 2023
		Asset Derivatives							Liability Derivatives								Asset Derivatives							Liability Derivatives
		Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities		Gross amount offset in Consolidated Balance Sheet		Net amount			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 designated as hedging instruments
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships															Derivatives in cash flow hedging relationships
Interest rate swaps	Interest rate swaps	Other current assets / other assets	$	17,962	$	(863)	$	17,099	Other current liabilities / other liabilities	$	—	$	—	$	—	Interest rate swaps	Other current assets / other assets	$	23,949	$	—	$	23,949	Other liabilities	$	—	$	—	$	—
Cross-currency swaps	Cross-currency swaps	Other assets	—		—		—		Other liabilities	(1,937)		—		(1,937)		Cross-currency swaps	Other current assets	13		—		13		Other current liabilities	—		—		—

Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		$	17,962	$	(863)	$	17,099		$	(1,937)	$	—	$	(1,937)	Total derivatives designated as hedging instruments		$	23,962	$	—	$	23,962		$	—	$	—	$	—

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

Currency forward contracts	Currency forward contracts	Other current assets / other assets	$	2,142	$	(620)	1,522		Other current liabilities / other liabilities	$	(7,217)	2,992		$	(4,225)	Currency forward contracts	Other current assets / other assets	$	5,837	$	(1,709)	$	4,128	Other current liabilities / other liabilities	$	(2,452)	$	907	$	(1,545)
Currency option contracts	Currency option contracts	Other current assets / other assets	2,139		(224)		1,915		Other current liabilities / other liabilities	(1,959)		378		(1,581)		Currency option contracts	Other current assets / other assets	935		(1)		934		Other current liabilities / other liabilities	(2,186)		681		(1,505)
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments		$	4,281	$	(844)	$	3,437		$	(9,176)	$	3,370	$	(5,806)	Total derivatives not designated as hedging instruments		$	6,772	$	(1,710)	$	5,062		$	(4,638)	$	1,588	$	(3,050)

1614


		June 30, 2022															June 30, 2023
		Asset Derivatives							Liability Derivatives								Asset Derivatives							Liability Derivatives
		Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet		Net amount		Balance Sheet line item	Gross amounts of recognized liabilities		Gross amount offset in Consolidated Balance Sheet		Net amount			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 designated as hedging instruments															Derivatives designated as hedging instruments
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships															Derivatives in cash flow hedging relationships
Interest rate swaps	Interest rate swaps	Other current assets / other assets	$	14,336	$	—	$	14,336	Other current liabilities / other liabilities	$	—	$	—	$	—	Interest rate swaps	Other assets	$	19,341	$	(123)	$	19,218	Other liabilities	$	—	$	—	$	—
Cross-currency swaps	Cross-currency swaps	Other assets	—		—		—		Other liabilities	(446)		—		$	(446)	Cross-currency swaps	Other assets	—		—		—		Other current liabilities	(1,777)		—		(1,777)

Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		$	14,336	$	—	$	14,336		$	(446)	$	—	$	(446)	Total derivatives designated as hedging instruments		$	19,341	$	(123)	$	19,218		$	(1,777)	$	—	$	(1,777)

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

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 forward contracts	Other current assets / other assets	$	2,873	$	(572)	$	2,301	Other current liabilities / other liabilities	$	(6,074)	$	1,589	$	(4,485)
Currency option contracts	Currency option contracts	Other current assets / other assets	10,612		(1)		10,611		Other current liabilities / other liabilities	(9)		—		(9)		Currency option contracts	Other current assets / other assets	990		—		990		Other current liabilities / other liabilities	(3,055)		—		(3,055)
Total derivatives not designated as hedging instruments	Total derivatives not designated as hedging instruments		$	35,052	$	(3,803)	$	31,249		$	(514)	$	—	$	(514)	Total derivatives not designated as hedging instruments		$	3,863	$	(572)	$	3,291		$	(9,129)	$	1,589	$	(7,540)

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive ~~(loss) income,~~loss, net of tax, for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022:


	Three Months Ended September 30,
	2023		2022
Derivatives in cash flow hedging relationships
Interest rate swaps	$	6,131	$	12,954
Cross-currency swaps	1,548		3,806
Derivatives in net investment hedging relationships

Intercompany loan	5,775		12,951
Currency forward contracts	(1,080)		—
Total	$	12,374	$	29,711

Three Months Ended March 31, Nine Months Ended March 31,
2023 2022 2023 2022
Derivatives in cash flow hedging relationships
Interest rate swaps $ (4,007) $ 12,446 $ 7,681 $ 17,986
Cross-currency swaps (660) (5,224) (1,237) (15,187)
Derivatives in net investment hedging relationships
Intercompany loan (3,418) 2,515 (9,102) 19,901
Currency forward contracts — 1,176 — 7,590
Total $ (8,085) $ 10,913 $ (2,658) $ 30,290

The following table presents reclassifications out of accumulated other comprehensive loss for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 2022:

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


	Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income				Affected line item in the Statement of Operations
	Three Months Ended September 30,
	2023		2022
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(2,223)	$	397		Interest expense, net
Cross-currency swaps	(1,936)		(3,742)			Other income, net
Total before income tax	(4,159)		(3,345)			Income (loss) before income taxes
Income tax	611		407			Income tax expense
Total	$	(3,548)	$	(2,938)

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 and 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 Loss								Affected line item in the Statement of Operations	Amount of Gain (Loss) Recognized in Net Income (Loss)					Affected line item in the Statement of Operations
		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended September 30,
		2023		2022		2023		2022						2023			2022
Currency contracts	Currency contracts	$	(2,428)	$	4,630	$	2,021	$	24,653			Other income, net	Currency contracts	$	8,312		$	28,645	Other income, net
Interest rate swaps		—		6,580		—		6,364				Other income, net

Total	Total	$	(2,428)	$	11,210	$	2,021	$	31,017				Total	$	8,312		$	28,645

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 $~~5,959~~4,040 for the ~~nine~~three months ended ~~March 31,~~September 30, 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 6,444 — 6,164 12,608
Amounts reclassified from accumulated other comprehensive loss to net loss (771) — — (771)
Net current period other comprehensive income 5,673 — 6,164 11,837
Balance as of March 31, 2023 $ 10,852 $ (86) $ (46,057) $ (35,291)


	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	7,679		—		(3,693)		3,986
Amounts reclassified from accumulated other comprehensive loss to net income (loss)	(3,548)		—		—		(3,548)
Net current period other comprehensive income	4,131		—		(3,693)		438
Balance as of September 30, 2023	$	16,428	$	(356)	$	(50,694)	$	(34,622)

________________________

(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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2023 and June 30, ~~2022.~~2023. Intercompany loan hedge gains of ~~$39,463~~$47,109 and ~~$56,743~~$38,489 have been included in accumulated other comprehensive loss as of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, respectively.

6. Goodwill

The carrying amount of goodwill by reportable segment as of ~~March 31,~~September 30, 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
Acquisitions (1) — 4,724 — — 4,724
Adjustments — — — 225 225
Effect of currency translation adjustments (2) 3,527 5,874 6,341 — 15,742
Balance as of March 31, 2023 $ 295,025 $ 141,426 $ 150,310 $ 200,530 $ 787,291


	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)	(1,750)		(3,658)		(3,968)		—		(9,376)
Balance as of September 30, 2023	$	293,981	$	137,434	$	145,829	$	194,921	$	772,165

________________________

(1) During the third quarter of fiscal year 2023, we completed the purchase accounting for an immaterial acquisition that closed on December 12, 2022 resulting in the recognition of goodwill of $4,724. The consideration for this purchase included the effective settlement of the company's existing liabilities to a Cimpress business as well as cash consideration of $498.

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

7. Other Balance Sheet Components

Accrued expenses included the following:

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


	September 30, 2023		June 30, 2023
Compensation costs	$	67,519	$	74,879
Income and indirect taxes	43,091		53,266
Advertising costs (1)	35,207		16,548
Third party manufacturing and digital content costs	21,492		17,380
Shipping costs	10,726		11,146
Variable compensation incentives	11,473		9,413
Restructuring costs	1,486		7,567
Sales returns	6,795		6,441
Interest payable (2)	12,309		2,847
Professional fees	2,730		2,743
Other	59,991		54,879
Total accrued expenses	$	272,819	$	257,109

______________________

(1) ~~During~~The increase to accrued advertising costs is largely driven by the ~~third~~timing of invoice processing from third-party vendors and, to a lesser extent, increased spend in preparation for our peak holiday season during the second quarter of our fiscal 2023, we executed against a plan to reduce costs and implement organizational changes to support expanded profitability, reduced leverage, and increased speed, focus, and accountability. The impact of these cost reductions occurred within the Vista business and Cimpress central teams. Refer to Note 13 for additional details.year.

(2) The increase in interest payable as of ~~March 31,~~September 30, 2023, is due to the interest on our 7.0% Senior Notes Due 2026 ~~Notes~~ being payable semi-annually on June 15 and December 15 of each year. Refer to Note 8 for further detail.

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

Other current liabilities included the following:
March 31, 2023 June 30, 2022
Current portion of finance lease obligations $ 8,990 $ 6,684
Short-term derivative liabilities 8,020 4,299
Other (1) 4,814 17,052
Total other current liabilities $ 21,824 $ 28,035
~~______________________~~

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


	September 30, 2023		June 30, 2023
Current portion of finance lease obligations	$	9,270	$	9,938
Short-term derivative liabilities	6,041		9,865


Other	4,803		4,666
Total other current liabilities	$	20,114	$	24,469

Other liabilities included the following:


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Long-term finance lease obligations	Long-term finance lease obligations	$	28,129	$	14,699	Long-term finance lease obligations	$	28,526	$	29,822
Long-term derivative liabilities		4,799		463
Long-term compensation incentives						Long-term compensation incentives	13,324		22,286

Mandatorily redeemable noncontrolling interest (1)	Mandatorily redeemable noncontrolling interest (1)	13,113		—		Mandatorily redeemable noncontrolling interest (1)	9,488		12,018
Long-term compensation incentives		17,527		19,934
Long-term derivative liabilities						Long-term derivative liabilities	307		1,737
Other	Other	24,359		29,298		Other	22,023		24,195
Total other liabilities	Total other liabilities	$	87,927	$	64,394	Total other liabilities	$	73,668	$	90,058

______________________

(1) ~~During the second quarter of fiscal year 2023, we reclassified the~~The decrease to mandatorily redeemable noncontrolling interest ~~for three businesses~~liabilities is primarily driven by an accretion adjustment of $1,864 recognized as a benefit within interest expense, net in the ~~PrintBrothers reportable segment to other liabilities, due to the exercise~~consolidated statements of ~~a put option for a portion of the minority equity interests that triggered a mandatory redemption feature for the remaining minority equity interest~~. ~~Refer to Note 10 for additional details.~~operations.

1917

8. Debt


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
7.0% Senior Notes due 2026	7.0% Senior Notes due 2026	$	600,000	$	600,000	7.0% Senior Notes due 2026	$	527,135	$	548,300
Senior secured credit facility	Senior secured credit facility	1,102,509		1,097,302		Senior secured credit facility	1,087,383		1,098,613
Other	Other	7,678		8,063		Other	6,483		7,076
Debt issuance costs and debt premiums (discounts)		(16,833)		(19,417)
Debt issuance costs and discounts, net of debt premiums						Debt issuance costs and discounts, net of debt premiums	(15,182)		(16,033)
Total debt outstanding, net	Total debt outstanding, net	1,693,354		1,685,948		Total debt outstanding, net	1,605,819		1,637,956
Less: short-term debt (1)	Less: short-term debt (1)	10,696		10,386		Less: short-term debt (1)	10,877		10,713
Long-term debt	Long-term debt	$	1,682,658	$	1,675,562	Long-term debt	$	1,594,942	$	1,627,243

_____________________

(1) Balances as of ~~March 31,~~September 30, 2023 and June 30, ~~2022~~2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of ~~$3,503~~$3,533 and ~~$3,498,~~$3,526, respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of ~~March 31,~~September 30, 2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 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 (with a ~~LIBOR~~SOFR 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 (with a ~~LIBOR~~SOFR 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 ~~March 31,~~September 30, 2023, we have borrowings under the Restated Credit Agreement of ~~$1,102,509~~$1,087,383 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 ~~March 31,~~September 30, 2023.

As of ~~March 31,~~September 30, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was ~~6.94%~~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 March 31, 2023.~~debt.

Senior Unsecured Notes

WeAs of September 30, 2023, we have ~~issued $600,000~~$527,135 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 March 31,~~During the three months ended September 30, 2023, we ~~have not redeemed any~~purchased an aggregate principal amount of $21,165 for a purchase price of $19,815, as well as the ~~2026 Notes.~~

related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $1,372.

Other Debt

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of ~~March 31,~~September 30, 2023 and June 30, ~~2022,~~2023, we had ~~$7,678~~$6,483 and ~~$8,063,~~$7,076, respectively, outstanding for those obligations that are payable through ~~March~~November 2027.

9. Income Taxes

Our income tax expense was ~~$8,475~~$8,122 and ~~$143,969~~$9,365 for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 ~~respectively, as compared to $29,529~~ and ~~$56,208 for the three and nine months ended March 31,~~ 2022, respectively. Tax expense decreased ~~for the three months ended March 31, 2023 versus the prior comparable period~~year over year due to ~~the partial valuation allowance~~various immaterial discrete items in both periods, offset by increased tax on ~~Swiss deferred tax assets of $29,600 recorded during the three months ended March 31, 2022. Tax expense~~ increased for the nine months ended March 31, 2023 versus the prior comparable period due to the full valuation allowance on Swiss deferred tax assets of $116,694 recorded during the second quarter of fiscal 2023 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. Management concluded that based on the current period results, that objective and verifiable negative evidence of recent losses in Switzerland outweighed more subjective positive evidence of anticipated future income.profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is ~~lower~~higher for fiscal ~~year 2023~~2024 as compared to fiscal ~~year 2022~~2023 primarily due to a forecasted pre-tax ~~loss.~~profits in fiscal 2024 as compared to a pre-tax loss in fiscal 2023. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income.

As of ~~March 31,~~September 30, 2023 we had unrecognized tax benefits of ~~$16,759,~~$16,276, including accrued interest and penalties of ~~$1,803.~~$1,835. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, ~~$7,777~~$7,585 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~~$500 to ~~$420~~$1,700 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 second quarter of fiscal year 2023 as summarized below. In addition to the noncontrolling interests described below, we also have several less significant minority interests that span multiple businesses and reportable segments.

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

The following table presents the reconciliation of changes in our noncontrolling interests:
Redeemable Noncontrolling Interest Noncontrolling Interest
Balance as of June 30, 2022 $ 131,483 $ —
Acquisition of noncontrolling interest (1) — 365
Net income attributable to noncontrolling interests 1,513 163
Distribution to noncontrolling interests (2) (3,652) —
Purchase of noncontrolling interest (3) (95,567) —
Accretion to redemption value (4) (7,455) —
Reclassification to mandatorily redeemable noncontrolling interest (5) (9,582) —
Foreign currency translation (4,766) 14
Balance as of March 31, 2023 $ 11,974 $ 542


	Redeemable Noncontrolling Interest		Noncontrolling Interest











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


Accretion to redemption value (1)	330		—
Net (loss) income attributable to noncontrolling interests	(96)		111
Distribution to noncontrolling interests	(200)		—



Foreign currency translation	(79)		(15)
Balance as of September 30, 2023	$	10,848	$	555

_________________

(1) ~~During the second quarter of fiscal year 2023, we acquired a majority equity interest in an immaterial business within our PrintBrothers reportable segment.~~

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

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

~~(4)~~ 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.

(5) During the second quarter of fiscal year 2023, the minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity interests. The 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 ~~March 31,~~September 30, 2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

•Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution.

•PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses.

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

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

•All Other Businesses - Includes two businesses grouped together based on ~~materiality, as well as our YSD business through its divestiture that was completed during the third quarter of fiscal 2023.~~materiality.

◦BuildASign, a larger and profitable business, is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products.

◦Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.

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

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

The expense value of our PSU awards is based on ~~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 $1,852 and $4,894 for the three and nine months ended March 31, 2022.

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

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

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


	Three Months Ended September 30,
	2023		2022
Revenue:
Vista	$	396,647	$	369,369
PrintBrothers	152,221		132,699
The Print Group	80,539		76,823
National Pen	87,255		81,666
All Other Businesses	51,800		51,827
Total segment revenue	768,462		712,384
Inter-segment eliminations (1)	(11,168)		(8,969)
Total consolidated revenue	$	757,294	$	703,415

_____________________

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


		Three Months Ended March 31, 2023													Three Months Ended September 30, 2023
		Vista		PrintBrothers		The Print Group		National Pen		All Other		Total			Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:	Revenue by Geographic Region:													Revenue by Geographic Region:
North America	North America	$	276,983	$	—	$	—	$	50,938	$	41,524	$	369,445	North America	$	289,055	$	—	$	—	$	52,735	$	42,214	$	384,004
Europe	Europe	88,152		139,187		83,096		23,811		—		334,246		Europe	85,407		151,542		77,802		27,737		—		342,488
Other	Other	31,237		—		—		1,180		6,056		38,473		Other	21,890		—		—		1,377		7,535		30,802
Inter-segment	Inter-segment	270		382		2,408		5,184		1,457		9,701		Inter-segment	295		679		2,737		5,406		2,051		11,168
Total segment revenue	Total segment revenue	396,642		139,569		85,504		81,113		49,037		751,865		Total segment revenue	396,647		152,221		80,539		87,255		51,800		768,462
Less: inter-segment elimination	Less: inter-segment elimination	(270)		(382)		(2,408)		(5,184)		(1,457)		(9,701)		Less: inter-segment elimination	(295)		(679)		(2,737)		(5,406)		(2,051)		(11,168)
Total external revenue	Total external revenue	$	396,372	$	139,187	$	83,096	$	75,929	$	47,580	$	742,164	Total external revenue	$	396,352	$	151,542	$	77,802	$	81,849	$	49,749	$	757,294


		Nine Months Ended March 31, 2023													Three Months Ended September 30, 2022
		Vista		PrintBrothers		The Print Group		National Pen		All Other		Total			Vista (1)		PrintBrothers		The Print Group		National Pen		All Other		Total (1)
Revenue by Geographic Region:	Revenue by Geographic Region:													Revenue by Geographic Region:
North America	North America	$	835,354	$	—	$	—	$	162,593	$	137,016	$	1,134,963	North America	$	273,658	$	—	$	—	$	49,447	$	43,292	$	366,397
Europe	Europe	268,791		419,658		244,378		99,555		—		1,032,382		Europe	72,795		132,382		74,991		24,945		—		305,113
Other	Other	98,320		—		—		5,862		19,254		123,436		Other	22,406		—		—		2,552		6,947		31,905
Inter-segment	Inter-segment	1,282		1,208		7,285		15,390		4,592		29,757		Inter-segment	510		317		1,832		4,722		1,588		8,969
Total segment revenue	Total segment revenue	1,203,747		420,866		251,663		283,400		160,862		2,320,538		Total segment revenue	369,369		132,699		76,823		81,666		51,827		712,384
Less: inter-segment elimination	Less: inter-segment elimination	(1,282)		(1,208)		(7,285)		(15,390)		(4,592)		(29,757)		Less: inter-segment elimination	(510)		(317)		(1,832)		(4,722)		(1,588)		(8,969)
Total external revenue	Total external revenue	$	1,202,465	$	419,658	$	244,378	$	268,010	$	156,270	$	2,290,781	Total external revenue	$	368,859	$	132,382	$	74,991	$	76,944	$	50,239	$	703,415

___________________

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

Nine Months Ended March 31, 2022
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 770,815 $ — $ — $ 142,497 $ 134,390 $ 1,047,702
Europe 267,296 381,654 232,636 96,524 — 978,110
Other 105,342 — — 16,503 17,070 138,915
Inter-segment 3,357 1,357 5,675 10,700 2,616 23,705
Total segment revenue 1,146,810 383,011 238,311 266,224 154,076 2,188,432
Less: inter-segment elimination (3,357) (1,357) (5,675) (10,700) (2,616) (23,705)
Total external revenue $ 1,143,453 $ 381,654 $ 232,636 $ 255,524 $ 151,460 $ 2,164,727
(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 quarter ended September 30, 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.

2421

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


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Segment EBITDA:	Segment EBITDA:										Segment EBITDA:
Vista	Vista	$	60,392	$	25,534	$	146,286	$	183,220		Vista	$	74,424	$	30,737
PrintBrothers	PrintBrothers	15,886		12,392		50,386		47,280			PrintBrothers	19,826		14,991
The Print Group	The Print Group	13,589		11,923		39,490		42,670			The Print Group	13,608		12,220
National Pen	National Pen	(3,336)		(898)		20,150		22,653			National Pen	(8,303)		(1,297)
All Other Businesses	All Other Businesses	5,036		6,044		16,620		17,199			All Other Businesses	6,458		6,178
Total segment EBITDA	Total segment EBITDA	91,567		54,995		272,932		313,022			Total segment EBITDA	106,013		62,829
Central and corporate costs	Central and corporate costs	(34,447)		(36,084)		(102,827)		(104,940)			Central and corporate costs	(31,780)		(34,578)
Depreciation and amortization	Depreciation and amortization	(39,751)		(43,651)		(121,567)		(133,397)			Depreciation and amortization	(39,942)		(40,942)

Restructuring-related charges											Restructuring-related charges	334		(1,820)
Certain impairments and other adjustments	Certain impairments and other adjustments	549		(277)		(1,982)		3,216			Certain impairments and other adjustments	(525)		(3,456)
Restructuring-related charges		(30,115)		(3,420)		(43,142)		(3,418)

Total (loss) income from operations		(12,197)		(28,437)		3,414		74,483
Other (expense) income, net		1,377		12,321		11,382		38,330
Total income (loss) from operations											Total income (loss) from operations	34,100		(17,967)
Other income, net											Other income, net	6,419		27,397
Interest expense, net	Interest expense, net	(30,515)		(24,247)		(83,918)		(75,304)			Interest expense, net	(29,200)		(24,806)

(Loss) income before income taxes		$	(41,335)	$	(40,363)	$	(69,122)	$	37,509
Gain on early extinguishment of debt											Gain on early extinguishment of debt	1,372		—
Income (loss) before income taxes											Income (loss) before income taxes	$	12,691	$	(15,376)


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Depreciation and amortization:	Depreciation and amortization:										Depreciation and amortization:
Vista	Vista	$	14,480	$	15,791	$	43,343	$	49,757		Vista	$	14,875	$	14,670
PrintBrothers	PrintBrothers	4,175		5,466		14,097		15,806			PrintBrothers	3,889		4,773
The Print Group	The Print Group	5,269		6,459		16,930		19,655			The Print Group	5,822		5,862
National Pen	National Pen	4,820		5,933		16,506		18,061			National Pen	5,188		5,891
All Other Businesses	All Other Businesses	4,375		4,519		13,217		13,942			All Other Businesses	4,547		4,516
Central and corporate costs	Central and corporate costs	6,632		5,483		17,474		16,176			Central and corporate costs	5,621		5,230
Total depreciation and amortization	Total depreciation and amortization	$	39,751	$	43,651	$	121,567	$	133,397		Total depreciation and amortization	$	39,942	$	40,942


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Purchases of property, plant and equipment:	Purchases of property, plant and equipment:										Purchases of property, plant and equipment:
Vista	Vista	$	3,006	$	4,132	$	12,575	$	14,491		Vista	$	3,611	$	3,124
PrintBrothers	PrintBrothers	2,010		665		3,771		3,381			PrintBrothers	5,152		708
The Print Group	The Print Group	3,995		7,560		14,084		14,237			The Print Group	8,496		4,819
National Pen	National Pen	889		644		3,336		2,855			National Pen	2,669		1,601
All Other Businesses	All Other Businesses	815		2,130		2,650		5,802			All Other Businesses	2,235		1,068
Central and corporate costs	Central and corporate costs	281		472		1,070		1,376			Central and corporate costs	402		438
Total purchases of property, plant and equipment	Total purchases of property, plant and equipment	$	10,996	$	15,603	$	37,486	$	42,142		Total purchases of property, plant and equipment	$	22,565	$	11,758

2522


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended September 30,
		2023		2022		2023		2022				2023		2022
Capitalization of software and website development costs:	Capitalization of software and website development costs:										Capitalization of software and website development costs:
Vista	Vista	$	5,894	$	8,235	$	17,668	$	24,425		Vista	$	6,640	$	6,635
PrintBrothers	PrintBrothers	104		361		1,562		829			PrintBrothers	457		389
The Print Group	The Print Group	866		790		2,127		1,735			The Print Group	694		490
National Pen	National Pen	778		877		1,878		2,608			National Pen	805		588
All Other Businesses	All Other Businesses	1,008		981		2,831		3,248			All Other Businesses	1,187		924
Central and corporate costs	Central and corporate costs	6,285		6,497		18,115		17,030			Central and corporate costs	4,614		6,304
Total capitalization of software and website development costs	Total capitalization of software and website development costs	$	14,935	$	17,741	$	44,181	$	49,875		Total capitalization of software and website development costs	$	14,397	$	15,330

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


		March 31, 2023		June 30, 2022			September 30, 2023		June 30, 2023
Long-lived assets (1):	Long-lived assets (1):					Long-lived assets (1):
United States ~~(2)~~	United States ~~(2)~~	$	81,110	$	95,589	United States ~~(2)~~	$	79,768	$	83,956
Switzerland	Switzerland	76,287		72,394		Switzerland	71,417		73,857
Netherlands	Netherlands	65,618		67,240		Netherlands	62,013		65,547
Canada	Canada	57,050		58,498		Canada	55,732		57,328
Italy	Italy	42,150		48,262		Italy	39,848		42,377
France	France	26,639		25,383		France	30,361		29,302
Germany						Germany	29,553		27,813
Australia	Australia	19,066		17,751		Australia	18,642		19,664
Jamaica		18,258		18,744
Japan (3)		—		11,392
Jamaica (2)						Jamaica (2)	1,186		17,834
Other	Other	112,162		90,677		Other	92,232		86,690
Total	Total	$	498,340	$	505,930	Total	$	480,752	$	504,368

___________________

(1) Excludes goodwill of ~~$787,291~~$772,165 and ~~$766,600,~~$781,541, intangible assets, net of ~~$119,931~~$98,836 and ~~$154,730,~~$109,196, deferred tax assets of ~~$10,093~~$12,060 and ~~$113,088,~~$12,740 as of September 30, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of ~~$6,466 and zero~~$4,497 as of ~~March 31, 2023 and~~ June 30, ~~2022, respectively.~~2023.

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

~~(3) The decrease in Japan's~~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 September 30, 2023, which is presented as part of prepaid expenses and other current assets ~~because it meets held-for-sale criteria during~~in the ~~current quarter.~~consolidated balance sheets. Refer to Note 132 for additional details.

12. Commitments and Contingencies

Purchase Obligations

At ~~March 31,~~September 30, 2023, we had unrecorded commitments under contract of ~~$205,973,~~$285,698, including ~~third-party cloud services of $79,437;~~ inventory, third-party fulfillment and digital service purchase commitments of ~~$79,159;~~$142,588; third-party cloud services of $65,298; software of ~~$16,870;~~$22,240; advertising of ~~$10,116;~~$11,264; professional and consulting fees of $7,237; production and computer equipment purchases of ~~$2,494; professional and consulting fees of $3,462,~~$3,556; and other unrecorded purchase commitments of ~~$14,435.~~

~~Other Obligations~~

~~In February 2023, we made a $6,785 deferred payment for our Depositphotos acquisition, resulting in no outstanding acquisition-related deferred liabilities as of March 31, 2023.~~$33,515.

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 nine~~ months ended ~~March 31,~~September 30, 2023, we recognized benefits to restructuring ~~charges~~expense of ~~$30,115 and $43,142, respectively. The majority of these costs related~~$334, due to adjustments to our previously estimated restructuring expense for actions taken in our Vista business and central teams during March ~~2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus and accountability. For~~2023. We do not expect any additional material charges for these restructuring actions. During the three ~~and nine~~ months ended ~~March 31, 2023, the previously described action combined with prior actions taken to prioritize our investments and exit the Japanese market resulted in~~September 30, 2022, we recognized restructuring ~~charges~~expense of $1,820, which included $1,456 in our Vista business, ~~of $20,406 and $29,128, and in our central and corporate costs of $9,075 and $9,330, respectively.~~

Most of these costs related to employee termination benefits, and, to a lesser extent, share-based compensation expense for the accelerated vesting of equity awards as well as third-party consulting costs. A portion of the restructuring charge included the impairment of assets from our exit of the Japanese market of $6,257. We expect additional restructuring charges in the fourth quarter of fiscal 2023 for termination benefits that included ongoing service requirements, but we do not expect those charges to be material.

~~We also recognized restructuring charges~~$209 in our National Pen business ~~for the three~~ and nine months ended March 31, 2023 in the amounts of $639 and $1,127, respectively, which included employee termination benefits for previously announced actions to exit the Japanese market and to migrate our European production operations from Ireland to the Czech Republic. Additionally, we recognized restructuring costs of $3,556 for the nine months ended March 31, 2023$155 in our ~~All Other Businesses reportable segment for our previously announced exit from the Chinese market, which included employee termination benefits~~Central and ~~the write-off of certain assets.~~corporate costs. We do not expect any additional material charges for these restructuring actions.

The following table summarizes the restructuring activity during the ~~nine~~three months ended ~~March 31,~~September 30, 2023.

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

~~________________~~

(1) During the nine months ended March 31, 2023, non-cash restructuring charges primarily includes the loss recorded on assets for our 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	(359)		25		(334)
Cash payments	(5,715)		—		(5,715)
Non-cash charges	—		(25)		(25)
Foreign currency translation	(7)		—		(7)
Balance as of September 30, 2023	$	1,486	$	—	$	1,486

2724

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, including revenue, profitability, ~~cash flows,~~ liquidity, and ~~capital allocation; the expected effects of our cost reductions and recent restructuring, including~~net leverage; future ~~cost savings and restructuring charges; the expected~~ impacts of our ~~mass customization platform;~~March 2023 restructuring; our expectations for the ~~expected effects of mid- and upper-funnel advertising in Vista; sufficiency~~sale of our ~~liquidity position;~~Jamaica facility; legal proceedings; and sufficiency of our tax ~~reserves and expectation pf a reduction in unrecognized tax benefits.~~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; the failure of our cost reductions to affect our financial results as expected;~~inflation; our inability to make the investments in our 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; 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

As of ~~March 31,~~September 30, 2023, 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 to Note 11 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

We announced plans on March 23, 2023 to reduce costs within our Vista business and our central teams and implement organizational changes to support expanded profitability, reduced leverage and increased speed, focus, and accountability. These plans resulted in a restructuring charge of $30.1 million duringDuring the current quarter, ~~with additional immaterial charges expected~~we revised our adjusted free cash flow definition to ~~be recognized during~~include proceeds from the ~~fourth quarter~~sale of ~~fiscal 2023. This restructuring action provided a small cost savings benefit during~~assets, which we believe provides useful information regarding the ~~current quarter due~~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 ~~the timing of the action, but we expect~~incorporate this ~~action to deliver approximately $100 million of annualized pre-tax cost savings.~~change.

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~~ "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 nine~~ months ended ~~March 31,~~September 30, 2023 as compared to the three ~~and nine~~ months ended ~~March 31,~~September 30, 2022 follows:

~~Third Quarter Fiscal Year 2023~~

•Revenue increased by ~~13%~~8% to ~~$742.2~~$757.3 million.

•~~Constant-currency~~Organic constant-currency revenue increased ~~16% when excluding the revenue of acquired companies for the first twelve months after acquisition~~4% (a non-GAAP financial measure).

•Operating income increased by ~~$16.2~~$52.1 million to ~~a loss of $12.2~~$34.1 million.

•Adjusted EBITDA (a non-GAAP financial measure) increased by ~~$35.5~~$43.1 million to ~~$69.1~~$88.7 million.

•Diluted net ~~loss~~income (loss) per share attributable to Cimpress plc increased to ~~a loss~~income of ~~$1.88~~$0.17 from a loss of ~~$2.75~~$(0.97) in the ~~comparative period.~~

~~Year to Date Fiscal Year 2023~~

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

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

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

•~~Adjusted EBITDA (a non-GAAP financial measure) decreased by $17.4 million to $225.9 million.~~

•~~Diluted net loss per share attributable to Cimpress plc decreased to a loss of $8.19 from a loss of $0.91 in the comparative period.~~prior fiscal year.

•Cash provided by operating activities ~~decreased~~increased by ~~$63.2~~$67.5 million to ~~$68.5~~$42.3 million.

•Adjusted free cash flow (a non-GAAP financial measure) ~~decreased~~increased by ~~$52.9~~$63.1 million to ~~an outflow of $13.2~~$10.9 million.

For the three months ended ~~March 31,~~September 30, 2023, the increase in reported revenue was primarily due to growth ~~accelerated, mainly~~across our Vista, PrintBrothers and National Pen reportable segments. Revenue growth in our Vista business aswas driven by order growth, in particular from new customers, and higher average order values driven by both product mix ~~shifted back toward faster-growing small business products~~ and ~~we are comparing to a weaker period~~pricing. Revenue in ~~the prior-year quarter that included the migration of Vista's U.S. website onto the new technology platform. Our~~our Vista business ~~experienced growth in new customer count and new customer bookings~~grew year over year across all ~~major markets. Promotional~~product categories, with the fastest growth coming from promotional products, apparel, and gifts (PPAG) ~~was our fastest-growing product category, with business cards,~~while marketing materials, packaging and labels, and signage ~~all showing~~also showed strong year-over-year ~~growth as well. Revenue growth in most Cimpress businesses continued to benefit from year-over-year increases in pricing, which has been one tool used to mitigate inflationary cost pressures.~~growth. Currency exchange fluctuations had a ~~negative~~positive effect on revenue growth during the current quarter.

~~For~~The increase to operating income during the three months ended ~~March 31,~~September 30, 2023 ~~the increasein operating income~~ was ~~primarily due to the incremental~~driven by higher gross profit that benefited from the revenue growth described ~~above. Gross profit growth~~above, as well as gross margin expansion. The operating income increase also benefited from ~~higher volumes and the reduced net impact~~improved leverage of ~~cost inflation. We also realized cost efficiencies in~~ advertising spend as a percentage of revenue and reduced operating expenses driven by the prior-year cost reduction actions, as well as lower ~~compensation and consulting-related operating expenses. These items~~restructuring costs by $2.2 million as a result of actions that were ~~partially offset by an increase in restructuring charges primarily related to actions taken~~completed during the ~~current quarter to reduce costs in the Vista business and in our central teams.~~prior year.

Adjusted EBITDA increased year over year, ~~for~~primarily driven by the ~~three months ended March 31, 2023, primarily for the same reasons~~ operating income ~~increased.~~growth described above, but the increase was partially offset by a $3.5 million year-over-year net unfavorable currency impact. Adjusted EBITDA excludes restructuring charges, share-based compensation expense, certain impairments, and ~~non-cash~~ gains on the sale of assets, and includes the realized gains or losses on our currency derivatives intended to hedge adjusted EBITDA. ~~The net year-over-year impact of currency on consolidated adjusted EBITDA was a benefit of approximately $1.6 million for the three months ended March 31, 2023.~~

Diluted net ~~loss~~income (loss) per share attributable to Cimpress plc increased year over year for the three months ended ~~March 31,~~September 30, 2023, primarily due to the ~~improved~~ operating ~~loss~~income increase as described above ~~as well as significantly lower income tax expense year over year. These improvements were~~and a $1.4 million gain on the purchase of a portion of our 2026 Notes during the current quarter, but the increase was partially offset by ~~increased interest expense~~lower realized and ~~year-over-~~

~~year impact from the net effect of~~ unrealized currency ~~losses~~gains caused by exchange rate volatility, ~~that more than offset realized gains recognized in the current quarter.~~as well as higher interest expense driven by an increased weighted-average interest rate.

During the ~~nine~~three months ended ~~March 31,~~September 30, 2023, cash from operations ~~decreased $63.2~~increased $67.5 million year over year due primarily to ~~less~~the increase in net income as described above, as well as a favorable shift in working capital ~~inflows~~outflows of ~~$22.0~~$31.8 million, which was largely driven by ~~less favorable benefits from accounts payable due~~the prior-year increases in ~~part to timing, as well as negative working capital impacts from higher~~ inventory levels that were intended to ~~mitigate~~minimize availability risk due to supply chain ~~issues. Cash from operations~~disruptions, which has reversed in the current quarter. This favorable impact was ~~also negatively impacted year over year~~partially offset by higher cash taxes of $11.5 million, due in part to increased prior year assessments in one jurisdiction driven by profitability growth, as well as higher net cash interest ~~costs and restructuring~~ payments ~~due to actions taken to reduce costs over the past year.~~of $7.9 million.

Adjusted free cash flow ~~decreased year over year~~increased by ~~$52.9~~$63.1 million for the ~~nine~~three months ended ~~March 31,~~September 30, 2023, due to the operating cash flow ~~decrease~~increase described above, as well as 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 ~~lower capitalized software and~~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 nine~~ months ended ~~March 31,~~September 30, 2023 and 2022 are shown in the following table:

In thousands Three Months Ended March 31, Currency
Impact: Constant-
Currency Impact of Acquisitions/Divestitures: Constant- Currency Revenue Growth
2023 2022 %
Change (Favorable)/Unfavorable Revenue Growth (1) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (2)
Vista $ 396,642 $ 349,216 14% 2% 16% —% 16%
PrintBrothers 139,569 119,960 16% 5% 21% 1% 22%
The Print Group 85,504 75,361 13% 6% 19% —% 19%
National Pen 81,113 72,243 12% 3% 15% —% 15%
All Other Businesses 49,037 48,486 1% —% 1% —% 1%
Inter-segment eliminations (9,701) (7,854)
Total revenue $ 742,164 $ 657,412 13% 3% 16% —% 16%


In thousands	In thousands	Nine Months Ended March 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth	In thousands	Three Months Ended September 30,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
		2023		2022		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)		2023		2022		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
Vista	Vista	$	1,203,747	$	1,146,810	5%	4%	9%	(1)%	8%	Vista	$	396,647	$	369,369	7%	(1)%	6%	—%	6%
PrintBrothers	PrintBrothers	420,866		383,011		10%	12%	22%	(1)%	21%	PrintBrothers	152,221		132,699		15%	(9)%	6%	—%	6%
The Print Group	The Print Group	251,663		238,311		6%	11%	17%	—%	17%	The Print Group	80,539		76,823		5%	(8)%	(3)%	—%	(3)%
National Pen	National Pen	283,400		266,224		6%	6%	12%	—%	12%	National Pen	87,255		81,666		7%	(2)%	5%	—%	5%
All Other Businesses	All Other Businesses	160,862		154,076		4%	—%	4%	—%	4%	All Other Businesses	51,800		51,827		—%	(1)%	(1)%	—%	(1)%
Inter-segment eliminations	Inter-segment eliminations	(29,757)		(23,705)							Inter-segment eliminations	(11,168)		(8,969)
Total revenue	Total revenue	$	2,290,781	$	2,164,727	6%	6%	12%	(1)%	11%	Total revenue	$	757,294	$	703,415	8%	(4)%	4%	—%	4%

_________________

(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.

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	In thousands	Three Months Ended March 31,						Nine Months Ended March 31,						In thousands	Three Months Ended September 30,
		2023			2022			2023			2022						2023			2022
Cost of revenue	Cost of revenue	$	394,908		$	347,452		$	1,228,036		$	1,110,378				Cost of revenue	$	398,783		$	377,735
% of revenue	% of revenue	53.2		%	52.9		%	53.6		%	51.3		%			% of revenue	52.7		%	53.7		%

For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, cost of revenue increased by ~~$47.5~~$21.0 million ~~and $117.7 million, respectively,~~ as compared to the prior year, ~~periods,~~ primarily ~~due to the continued effects~~driven by fluctuations in currency exchange rates of ~~global supply chain challenges that resulted in increased costs for product substrates like paper, production materials like aluminum plates, freight and shipping charges, and energy costs,~~$15.5 million, as well as ~~additional variable cost increases driven by the constant-currency revenue growth described above. Although input~~increased shipping costs ~~were higher~~ year over year ~~during the third quarter~~due to both volume increases and higher fuel surcharges. Production costs increased year over year due to volume growth and product mix shifts in some of ~~fiscal 2023, we started to see some easing across many product substrates, and we began to pass the anniversary of input cost increases, so the year-over-year impact lessened. Compensation~~our businesses as well as higher labor costs ~~were also higher due to~~from the combination of a more competitive labor market and the inflationary environment in many jurisdictions where we operate. These cost increases were partially offset by lower input costs for some key substrates like paper, and savings that resulted from the March 2023 cost reduction actions.

The overall impact of increased costs, net of pricing increases and manufacturing efficiencies, was minimal in the current quarter, though still a negative year-over-year impact for the nine months ended March 31, 2023.

Consolidated Operating Expenses

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


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands	Three Months Ended September 30,
		2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022				2023			2022
Technology and development expense ~~(1)~~	Technology and development expense ~~(1)~~	$	78,287		$	75,291		4%	$	230,485		$	212,835		8%			Technology and development expense ~~(1)~~	$	74,330		$	74,475
% of revenue	% of revenue	10.5		%	11.5		%		10.1		%	9.8		%				% of revenue	9.8		%	10.6		%
Marketing and selling expense ~~(1)~~	Marketing and selling expense ~~(1)~~	$	187,234		$	194,618		(4)%	$	593,312		$	577,931		3%			Marketing and selling expense ~~(1)~~	$	192,188		$	200,930
% of revenue	% of revenue	25.2		%	29.6		%		25.9		%	26.7		%				% of revenue	25.4		%	28.6		%
General and administrative expense ~~(1)~~	General and administrative expense ~~(1)~~	$	52,578		$	50,888		3%	$	156,441		$	144,162		9%			General and administrative expense ~~(1)~~	$	48,341		$	54,072
% of revenue	% of revenue	7.1		%	7.7		%		6.8		%	6.7		%				% of revenue	6.4		%	7.7		%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	$	11,239		$	14,180		(21)%	$	35,951		$	41,520		(13)%			Amortization of acquired intangible assets	$	9,886		$	12,350
% of revenue	% of revenue	1.5		%	2.2		%		1.6		%	1.9		%				% of revenue	1.3		%	1.8		%
Restructuring expense ~~(2)~~(1)	Restructuring expense ~~(2)~~(1)	$	30,115		$	3,420		781%	$	43,142		$	3,418		(1,162)%			Restructuring expense ~~(2)~~(1)	$	(334)		$	1,820
% of revenue	% of revenue	4.1		%	0.5		%		1.9		%	0.2		%				% of revenue	0.0		%	0.3		%

_____________________

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

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

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~~decreased by ~~$3.0 million and $17.7~~$0.1 million for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 ~~respectively,~~ as compared to the ~~prior-year periods.~~prior year. The decrease is largely attributable to lower cash compensation costs of $2.0 million, due primarily to cost savings resulting from the March 2023 restructuring actions that reduced headcount, which were partially offset by the effect of our annual merit cycle and market adjustments. This ~~increase is primarily driven~~net compensation decrease was partially offset by ~~increased~~higher volume-related third-party technology costs due in part to ~~higher~~increased customer ~~demand.~~demand, as well as the increased adoption of customer-facing technologies that are part of the mass customization platform. In addition, ~~compensation costs~~amortization expense from capitalized software increased ~~year-over-year~~$2.0 million, driven by ~~$0.5 million and $4.4 million for~~ the ~~three and nine months ended March 31, 2023, respectively, due to increases from our inflation-adjusted annual merit cycle and market adjustments. Other operating costs increased due to~~ higher ~~travel and training costs. These increases were partially offset by cost savings resulting from recent restructuring actions that reduced headcount.~~capitalized asset base.

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 ~~and nine~~ months ended ~~March 31,~~September 30, 2023, marketing and selling expenses decreased by ~~$7.4~~$8.7 million ~~and increased by $15.4 million, respectively,~~ as compared to the ~~prior-year periods.~~prior year. The expense decrease ~~for~~was due to lower compensation costs of $3.2 million due in part to the ~~three months ended~~ March ~~31,~~ 2023 ~~was primarily~~cost reduction actions. Other cost decreases include lower third-party consulting spend, mainly in our Vista business, and lower building costs driven by 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. Advertising spend was also lower ~~costs~~by $1.0 million across Cimpress, due to the decrease of advertising spend in our Vista business of ~~$11.7~~$10.2 million driven by lower mid- and upper-funnel spend, which was largely offset by advertising spend increases across our other businesses, most notably driven by an increase in our National Pen business due in part to ~~lower advertising spend. These decreases were partially offset by increased advertising spend collectively across all our other businesses~~timing effects of ~~$4.9 million.~~direct mail campaigns.

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

General and administrative expense

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

For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, general and administrative expenses ~~increased~~decreased by ~~$1.7~~$5.7 million ~~and $12.3 million, respectively,~~ as compared to the ~~prior-year periods. Compensation costs increased year over year from higher headcount and~~prior year. The decrease was driven by the ~~impacts~~nonrecurrence of ~~our inflation-adjusted annual merit cycle. Other cost increases included higher travel and training costs and consulting spend.~~

~~For the nine months ended March 31, 2023, we recognized an additional $2.2~~$2.4 million of expense related to the prior-year termination of one of our leased office locations as ~~we continue~~we've continued to optimize our ~~office~~real estate footprint with many of our team members operating under a remote-first ~~model. These increases were partially offset by lower share-based compensation expense due to forfeitures from our recent restructuring actions,~~model, as well as ~~favorability due to different timing~~the reduction of ~~expense from~~third-party consulting spend. The exit of our ~~granting of RSUs~~business in China during fiscal year 2023 also decreased our general and ~~options for most employees during~~administrative expenses by $0.7 million versus the ~~current year, as compared to PSUs in~~ prior ~~years.~~

~~Restructuring expense~~

For the three and nine months ended March 31, 2023, restructuring expenses increased by $26.7 million and $39.7 million, respectively, as compared to the prior-year periods. This increase is largely driven by $29.5 million of costs recognized in the current quarter related to the previously described action taken in our Vista business and central teams during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus and accountability. The remaining increase relates to other actions announced earlier in the year to prioritize our investments and exit the Japanese and Chinese markets. Refer to Note 13 in the accompanying consolidated financial statements for additional details.year.

Other Consolidated Results

Other income, net

Other 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.

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

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


In thousands	Three Months Ended September 30,
	2023		2022
Gains on derivatives not designated as hedging instruments	$	8,312	$	28,645
Currency-related losses, net	(2,699)		(197)
Other gains (losses)	806		(1,051)
Total other income, net	$	6,419	$	27,397

The decrease in other 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 currency-related net ~~gains~~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 ~~$6.3 million and $8.6~~$4.4 million during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 ~~respectively,~~ as compared to the ~~prior-year periods,~~prior year, primarily due to a higher weighted-average interest rate (net of interest rate swaps) ~~driving the majority of the interest expense increases,~~and partially offset by an increase in interest income earned on our cash and marketable securities of ~~$2.2 million and $5.8 million, respectively. In addition, we recognized accretion adjustments of~~ $1.2 ~~million and $3.3 millionduring the three and~~million.

3329

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


In thousands	Three Months Ended September 30,
	2023			2022
Income tax expense	$	8,122		$	9,365
Effective tax rate	64.0		%	(60.9)		%

Income tax expense

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

~~Tax expense decreased~~ for the three months ended ~~March 31,~~September 30, 2023 decreased versus the prior ~~comparable~~comparative period due to ~~the partial valuation allowance~~various immaterial discrete items in both periods, offset by increased tax on ~~Swiss deferred tax assets of $29.6 million recorded during~~increased profits as we reported pre-tax income for the three months ended ~~March 31, 2022. Tax expense increased for the nine months ended March 31,~~September 30, 2023 ~~versus~~and a pre-tax loss in the prior ~~comparable period due to the full valuation allowance on Swiss deferred tax assets of $116.7 million recorded during the nine months ended March 31, 2023.~~comparative period.

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; 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 the fourth quarter~~ The effects 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 presentation of all prior periods presented to reflect our updated segment reporting, which decreased both Vistacurrency 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 $4.9 million, respectively, for the three and nine months ended March 31, 2023.~~our currency hedging program.

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


In thousands	Three Months Ended September 30,
	2023			2022			2023 vs. 2022
Reported Revenue	$	396,647		$	369,369		7%
Segment EBITDA	74,424			30,737			142%
% of revenue	19		%	8		%

Segment Revenue

Vista's reported revenue growth for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 was ~~negatively~~positively affected by a currency impact of 2%1%, and ~~4%, respectively. Vista's organic~~ constant-currency revenue growth was ~~16% and 8%, respectively, for~~6%. The constant-currency growth was reduced by higher backlog versus the ~~three and nine months ended March 31, 2023. Constant-currency~~prior year of approximately $4.3 million that we expect to benefit revenue throughout the remainder of the fiscal year. Overall revenue growth was driven by ~~new customer count~~approximately even contribution from order growth and ~~new customer bookings~~higher average order values from both product mix and pricing. Revenue grew across product categories with the fastest growth ~~across all major markets, as well as increased repeat customer bookings. From a product perspective, the strongest growth was~~continuing in the promotional products, apparel, and gifts (PPAG) category, ~~as well as business cards,~~while marketing materials, packaging and ~~signage. For the three~~labels, and nine months ended March 31, 2023, holiday cards and invitations and announcements declined, particularly in the U.S. market, which had a more pronounced impact during our seasonally significant second quarter. For the three and nine months ended March 31, 2023, revenue growth was negatively impactedsignage all grew strongly year over year by a decline in face mask sales of $1.7 million and $10.2 million, respectively, as well as lower revenue year over year of $2.1 million and $5.4 million, respectively, due to our planned exit from the Japanese market.

year.

Segment Profitability

For the three months ended ~~March 31,~~September 30, 2023, segment EBITDA increased by $34.9 million, through a combination of factors including revenue growth described above. Gross margins were flat year over year as inflationary cost pressures began to lessen and further price increases were implemented. In addition, advertising spend decreased $4.1 million year over year, as a result of increased efficiency and a reduction in spend in non-core categories. We also continue to test a higher mix of mid- and upper-funnel advertising spend compared to lower-funnel spend, which we believe should help us improve awareness and consideration with customers and prospects with less reliance on paid search advertising. We delivered some operating expense efficiencies this quarter, although the cost reduction implemented and announced in March did not materially benefit the quarter.

~~For the nine months ended March 31, 2023, segment EBITDA decreased by $36.9~~$43.7 million, due in part to gross profit growth as a result of the revenue growth described above, diminishing effects of inflationary pressure on key input costs and the benefit of cost ~~inflation that had a larger net impact on our results during the first half of fiscal~~reduction actions implemented in March 2023. ~~Product mix weighed on Vista's~~These collective benefits also resulted in stronger gross margins ~~during~~versus the ~~first half of fiscal~~prior year ~~2023, when we experienced~~that was offset in part by unfavorable product mix changes from a gross margin perspective, since the fastest growth was in product categories like PPAG that have lower gross margins ~~although~~despite higher average order values. Vista benefited from $10.2 million of lower advertising costs as compared to the prior-year period, a result of improved advertising efficiencies and lower spend in mid- and upper- funnel channels in which we were conducting heavy testing last year. Operating expenses, excluding the effect of restructuring costs which do not impact segment EBITDA, decreased $15.1 million primarily due to savings

resulting from cost reduction actions implemented in March 2023, partially offset by the effect of merit increases. Changes in currency exchange rates had a ~~negative~~slightly positive impact ~~during the nine months ended March 31, 2023. Vista's advertising expense increased by $19.4 million~~ year over year, driven by higher mid- and upper funnel advertising spend, mainly during the first half of fiscal 2023. Operating expenses also increased $3.0 million due to increased growth investments made last year, which we've fully lapped during the current quarter and were starting to be offset by cost reductions implemented in March 2023.year.

PrintBrothers


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands	Three Months Ended September 30,
		2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022				2023			2022			2023 vs. 2022
Reported Revenue	Reported Revenue	$	139,569		$	119,960		16%	$	420,866		$	383,011		10%			Reported Revenue	$	152,221		$	132,699		15%
Segment EBITDA	Segment EBITDA	15,886			12,392			28%	50,386			47,280			7%			Segment EBITDA	19,826			14,991			32%
% of revenue	% of revenue	11		%	10		%		12		%	12		%				% of revenue	13		%	11		%

Segment Revenue

PrintBrothers' reported revenue growth for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 was ~~negatively~~positively affected by currency impacts of ~~5% and 12%~~9%, ~~respectively. When excluding the benefit from~~resulting in an increase to revenue on a ~~small recent acquisition, organic~~ constant-currency ~~revenue~~basis of 6%. Constant currency growth was ~~22% and 21%, respectively. This strong performance was~~ driven primarily by continued order volume growth in ~~order volumes~~the segment's largest business, and ~~price increases implemented~~ to ~~address inflationary cost increases.~~a lesser extent from pricing improvements.

Segment Profitability

~~Despite a challenging supply chain and inflationary environment,~~ PrintBrothers' segment EBITDA for the three ~~and nine~~ months ended ~~March 31,~~September 30, 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 ~~a business acquired in the last twelve months.~~favorable product mix shifts, as well as operating expense efficiencies. Currency exchange fluctuations ~~negatively~~positively impacted segment EBITDA year over year by $0.5 million and $4.4 million, for the three and nine months ended March 31, 2023, respectively. We continue to focus on key areas within these businesses to exploit scale advantages and improve their cost competitiveness. These businesses also continue to adopt technologies that are part of our mass customization platform, which we believe will further improve customer value and the efficiency of each business over the long term.$1.5 million.

The Print Group

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


In thousands	Three Months Ended September 30,
	2023			2022			2023 vs. 2022
Reported Revenue	$	80,539		$	76,823		5%
Segment EBITDA	13,608			12,220			11%
% of revenue	17		%	16		%

Segment Revenue

The Print Group's reported revenue for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 was ~~negatively~~positively affected by a currency impact of ~~6% and 11%~~8%, ~~respectively,~~ resulting in ~~an increase~~a decrease to revenue on a constant-currency basis of ~~19% and17%, respectively.~~3%. Constant-currency revenue decline was negatively impacted by the non-recurrence of a prior-year revenue benefit of $2.0 million from a change in commercial terms. Excluding this item, constant-currency revenue growth ~~was largely driven by price increases that~~would have been ~~implemented over the past year to address inflationary cost increases, as well as volume~~flat. Revenue from reseller customer channels declined and this was offset by growth in direct customer channels and ~~increased order fulfillment for other Cimpress businesses.~~favorable product mix shifts.

Segment Profitability

The increase in The Print Group's segment EBITDA during the three months ended March 31, 2023, as compared to the prior year, was driven by the revenue growth described above, as well as gross margin improvements due to lower shipping costs and benefits from a higher mix of insourced order production. The decrease in The Print Group's segment EBITDA during the nine months ended March 31,September 30, 2023 as compared to the prior year was largely ~~due to higher~~driven by gross profit growth as gross margins expanded materially, benefiting from a reduction in key input costs ~~that are impacted by supply chain disruptions and higher~~such as materials, shipping, and ~~energy costs, which had a larger impact during the first half of fiscal 2023. For the three and nine months ended March 31, 2023, currency~~utilities, as well as improved manufacturing efficiencies. Currency exchange fluctuations ~~negatively~~positively impacted segment EBITDA year over year by ~~$0.6 million and $4.4 million, respectively.~~$1.0 million.

National Pen


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands	Three Months Ended September 30,
		2023			2022			2023 vs. 2022	2023			2022			2023 vs. 2022				2023			2022			2023 vs. 2022
Reported Revenue	Reported Revenue	$	81,113		$	72,243		12%	$	283,400		$	266,224		6%			Reported Revenue	$	87,255		$	81,666		7%
Segment EBITDA	Segment EBITDA	(3,336)			(898)			(271)%	20,150			22,653			(11)%			Segment EBITDA	(8,303)			(1,297)			(540)%
% of revenue	% of revenue	(4)		%	(1)		%		7		%	9		%				% of revenue	(10)		%	(2)		%

Segment Revenue

For the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, National Pen's revenue growth was ~~negatively~~positively affected by currency impacts of ~~3% and 6%~~2%, ~~respectively,~~ resulting in constant-currency revenue growth of ~~15% and 12%, respectively.~~5%. Constant-currency revenue growth was ~~driven~~dampened by ~~price increases~~a prior-year revenue benefit of $2.2 million due to a change in customer terms that ~~have been implemented over~~impacted the ~~past year to address inflationary cost increases,~~timing of revenue recognition, as well as ~~volume growth in new product categories that include bags and drinkware. Year-over-year~~ revenue growth ~~was negatively impacted by our planned~~headwinds from the prior-year exit from the Japanese market ~~by approximately $2.6 million~~of $1.7 million. National Pen continued to deliver strong growth in its e-commerce channel and ~~$9.9 million~~from fulfillment for ~~the three and nine months ended March 31, 2023, respectively, as well as the decline in face mask sales by approximately $1.2 million and $8.5 million, respectively.~~other Cimpress businesses.

Segment Profitability

The decrease in National Pen's segment EBITDA for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 was driven by ~~negative~~the aforementioned revenue impacts, higher external marketing spend and the impact of currency ~~impacts~~changes. National Pen's direct mail advertising is expensed earlier than the related revenue, and therefore we expect a portion of ~~$1.1 million and $6.5 million, respectively. During~~ the ~~third~~higher spend to benefit revenue during the second quarter of the current fiscal ~~2023,~~year. Currency exchange fluctuations negatively impacted segment EBITDA ~~was negatively impacted~~year over year by contribution margin compression due to increased ad spend across direct mail and web channels, as well as unfavorable product mix shifts to newer product introductions. In addition, operating expenses increased due to higher tech spend and customer service costs driven by higher sales volumes. For the nine months ended March 31, 2023, segment EBITDA benefited from lower advertising spend during the first half of the year, as well as less pronounced impacts from product mix shifts during that same period.$1.8 million.

All Other Businesses

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


In thousands	Three Months Ended September 30,
	2023			2022			2023 vs. 2022
Reported Revenue	$	51,800		$	51,827		—%
Segment EBITDA	6,458			6,178			5%
% of revenue	12		%	12		%

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. ~~This segment also included results from our recently divested YSD business that was completed during the third quarter of fiscal 2023.~~

Segment Revenue

All Other Businesses' constant-currency revenue ~~growth was~~decreased by 1% ~~and 4%~~ during the three ~~and nine~~ months ended ~~March 31, 2023, respectively.~~September 30, 2023. BuildASign generates the majority of revenue in this segment, and ~~for the three months ended March 31, 2023~~ revenue ~~was flat~~declined slightly year over year ~~and~~as real estate signage product sales were down, driven by exposure to trends in the U.S. real estate market. Other signage products grew ~~for the nine months ended March 31, 2023, with mixed performance by product line.~~in this business. Printi delivered ~~solid~~ revenue growth across product lines and channels ~~due to~~supported by price increases implemented over the past year.

Segment Profitability

The ~~decrease~~increase in segment EBITDA for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023, as compared to the prior ~~comparative periods,~~year, was primarily due to ~~lower gross margins driven by higher input costs that had a larger impact on BuildASign's home decor products, including increased labor and marketing costs.~~

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

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 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 teams 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 and corporate costs to our Vista business. We have revised our presentation of all prior periods presented to reflect our revised segment reporting. Refer to Note 11 in our accompanying consolidated financial statements for additional details.

Central and corporate costs decreased by ~~$1.6 million and $2.1~~$2.8 million during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2023 ~~respectively,~~ as compared to the prior ~~periods,~~year's first quarter, driven by ~~favorability from unallocated share-based~~lower compensation costs due to ~~changes in~~savings from the ~~mix of equity instruments and forfeitures from recent~~March 2023 cost reduction ~~actions. These decreases were partially offset by compensation increases~~actions, as ~~a result of our inflation-adjusted annual merit cycle and volume-related technology costs.~~well as lower third-party consulting spend.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data


In thousands	In thousands	Nine Months Ended March 31,			In thousands	Three Months Ended September 30,
			2023				2022			2023		2022
Net cash provided by operating activities			$	68,474			$	131,716
Net cash provided by (used in) operating activities									Net cash provided by (used in) operating activities	$	42,254	$	(25,251)
Net cash used in investing activities	Net cash used in investing activities		(108,351)				(48,627)		Net cash used in investing activities	(10,826)		(101,043)
Net cash used in financing activities	Net cash used in financing activities		(125,766)				(98,746)		Net cash used in financing activities	(35,065)		(11,780)

The cash flows during the ~~nine~~three months ended ~~March 31,~~September 30, 2023 related primarily to the following items:

Cash inflows:

•Net income of $4.6 million

•Adjustments for non-cash items of ~~$309.7~~$44.3 million primarily related to adjustments for depreciation and amortization of ~~$121.6 million, deferred taxes of $116.0~~$39.9 million, share-based compensation costs of ~~$31.4~~$12.5 million, partially offset by unrealized currency-related gains of $4.4 million and ~~unrealized currency-related losses~~deferred taxes of ~~$25.5 million.~~

~~Cash outflows:~~

•~~Net loss of $213.1~~$1.1 million

•~~Exercise~~Proceeds from the maturity 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~~held-to-maturity securities of $20.5 million

•~~Total net working capital impacts~~Proceeds from the sale of ~~$28.1~~assets of $5.6 million, ~~were a use~~which primarily included proceeds from the sale of ~~cash, primarily due to timing impacts~~our Japanese manufacturing facility following our prior year exit from ~~unfavorable changes to accounts payable, partially offset by an inflow from accrued expenses driven by an increase in restructuring-related accruals of $15.3 million. Refer to Note 13 in~~ the ~~accompanying consolidated financial statements for additional details.~~Japanese market.

•~~Internal and external costs of $44.2 million for software and website development that we have capitalized~~Cash outflows:

•Capital expenditures of ~~$37.5~~$22.6 million, of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

•~~Purchase~~Internal and external costs of ~~held-to-maturity securities~~$14.4 million for ~~$23.9 million, net of maturities~~software and website development that we have capitalized

•~~Repayments~~Total outflow from net working capital of ~~debt, net of proceeds~~$6.6 million, primarily due to timing impacts from ~~debt, for $9.7 million~~unfavorable changes to accounts payable

•~~Payments~~Purchases of a portion of our 2026 Notes of $19.8 million. Refer to Note 8 in the accompanying consolidated financial statements for ~~finance lease arrangements of $6.0 million~~additional details.

•Payment of withholding taxes in connection with share awards of ~~$3.8~~$8.4 million, primarily driven by the annual vesting of share grants during August 2023

•Repayments of debt, net of proceeds from borrowings, of $3.6 million

•~~$3.7~~Payments for finance lease arrangements of $2.8 million ~~of distributions to noncontrolling interest holders~~

Additional Liquidity and Capital Resources Information. At ~~March 31,~~September 30, 2023, we had ~~$115.0~~$125.2 million of cash and cash equivalents, ~~$74.8~~$22.6 million of marketable securities, and ~~$1,710.2~~$1,621.0 million of debt, excluding debt issuance costs and debt premiums and discounts. During the ~~nine~~three months ended ~~March 31,~~September 30, 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.

In light of our recently implemented cost savings measures and our expectation of continued profitability expansion and cash flow generation, we expect our liquidity to increase in the fourth quarter of fiscal year 2023 and in fiscal year 2024.

We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the first quarter of fiscal 2024, we allocated $19.8 million of capital toward the purchase of a portion of our 2026 Notes. We ~~remain committed~~expect to continue reducing our net leverage through ~~a combination of increased profits and lower net debt in line with the detailed plan we outlined in our investor update on March 24, 2023. Therefore, through~~fiscal year 2024. Beyond fiscal year 2024, we expect to have the flexibility to opportunistically deploy capital ~~allocation beyond current levels of organic investment~~that enhances our intrinsic value per share even while maintaining leverage similar to ~~favor net debt reduction, which could include repurchases~~or below our pre-pandemic levels.

Supply Chain Financing Program. As part of our ~~7.0% Senior Notes~~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, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due ~~2026.~~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 do not believe there is a 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 ~~March 31,~~September 30, 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 ~~$53.7~~$70.0 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 ~~March 31,~~September 30, 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		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)	$	80,970	$	23,915	$	29,538	$	7,936	$	19,581	Operating leases, net of subleases (1)	$	82,031	$	21,336	$	27,126	$	14,848	$	18,721
Purchase commitments	Purchase commitments	205,974		130,133		74,924		917		—		Purchase commitments	285,698		218,404		43,461		12,833		11,000
Senior unsecured notes and interest payments		747,000		42,000		84,000		621,000		—
2026 Notes and interest payments												2026 Notes and interest payments	637,833		36,899		600,934		—		—
Senior secured credit facility and interest payments (2)	Senior secured credit facility and interest payments (2)	1,497,863		89,310		181,419		170,739		1,056,395		Senior secured credit facility and interest payments (2)	1,466,500		96,659		188,851		1,180,990		—
Other debt	Other debt	7,678		2,977		4,127		574		—		Other debt	6,483		3,287		2,910		286		—
Finance leases, net of subleases (1)	Finance leases, net of subleases (1)	32,256		6,117		9,085		3,168		13,886		Finance leases, net of subleases (1)	33,916		7,839		8,793		4,577		12,707

Total (3)	Total (3)	$	2,571,741	$	294,452	$	383,093	$	804,334	$	1,089,862	Total (3)	$	2,512,461	$	384,424	$	872,075	$	1,213,534	$	42,428

___________________

(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 ~~$9.6~~$9.1 million as of ~~March 31,~~September 30, 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. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $1.5 million in the aggregate outstanding as of ~~March 31, 2023~~.September 30, 2023.

Purchase Commitments. At ~~March 31,~~September 30, 2023, we had unrecorded commitments under contract of ~~$206.0~~$285.7 million. Purchase commitments consisted of third-party fulfillment and digital services of $142.6 million; third-party cloud services of ~~$79.4 million; inventory, third-party fulfillment and digital service purchase commitments of $79.2~~$65.3 million; software of ~~$16.9~~$22.2 million; advertising of ~~$10.1 million; production and computer equipment purchases of $2.5~~$11.3 million; commitments for professional and consulting fees of ~~$3.5~~$7.2 million; production and computer equipment purchases of $3.6 million; and other ~~unrecorded purchase~~ commitments of ~~$14.4~~$33.5 million.

Senior Secured Credit Facility and Interest Payments. As of ~~March 31,~~September 30, 2023, we have borrowings under our Restated Credit Agreement of ~~$1,102.5~~$1,087.4 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 with a maturity date of May 17, 2026, under our Restated Credit Agreement, has ~~$244.0~~$244.2 million unused as of ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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. The LIBOR sunset occurred on June 30, 2023, and, under the terms of our Restated Credit Agreement, our benchmark rate transitioned to Term SOFR in July 2023.

~~Senior Unsecured~~2026 Notes and Interest Payments. Our ~~$600.0~~$527.1 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 three months ended September 30, 2023, we purchased an aggregate principal amount of $21,165 for a purchase price of $19,815, as well as the related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $1,372.

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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2023, we had ~~$7.7~~$6.5 million outstanding for those obligations that have repayments due on various dates through ~~March~~November 2027.

Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through 2028. The aggregate carrying value of the leased equipment under finance leases included in property, plant and equipment, net in our consolidated balance sheet at ~~March 31,~~September 30, 2023 is ~~$28.8~~$28.7 million, net of accumulated depreciation of ~~$36.9~~$36.2 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at ~~March 31,~~September 30, 2023 amounts to ~~$37.1~~$37.8 million.

~~Other Obligations.~~ ~~In February 2023, we made a $6.8 million deferred payment for our Depositphotos acquisition, resulting in no outstanding acquisition-related deferred liabilities as of March 31, 2023.~~

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 quarter, 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 nine~~ months ended ~~March 31,~~September 30, 2023 and 2022:


In thousands	In thousands	Three Months Ended March 31,				Nine Months Ended March 31,				In thousands	Three Months Ended September 30,
		2023		2022		2023		2022					2023		2022
GAAP operating (loss) income		$	(12,197)	$	(28,437)	$	3,414	$	74,483
GAAP operating income (loss)												GAAP operating income (loss)	$	34,100	$	(17,967)
Exclude expense (benefit) impact of:	Exclude expense (benefit) impact of:											Exclude expense (benefit) impact of:
Depreciation and amortization	Depreciation and amortization	39,751		43,651		121,567		133,397				Depreciation and amortization	39,942		40,942

Share-based compensation expense	Share-based compensation expense	7,242		12,704		29,264		36,215				Share-based compensation expense	12,453		10,475

Certain impairments and other adjustments	Certain impairments and other adjustments	(549)		277		1,982		(3,216)				Certain impairments and other adjustments	525		3,456
Restructuring-related charges	Restructuring-related charges	30,115		3,420		43,142		3,418				Restructuring-related charges	(334)		1,820

Realized gains (losses) on currency derivatives not included in operating (loss) income (1)		4,783		2,011		26,553		(987)
Realized gains on currency derivatives not included in operating income (loss) (1)												Realized gains on currency derivatives not included in operating income (loss) (1)	2,050		6,869
Adjusted EBITDA	Adjusted EBITDA	$	69,145	$	33,626	$	225,922	$	243,310			Adjusted EBITDA	$	88,736	$	45,595

_________________

(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 (used in) operating activities and adjusted free cash flow for the ~~nine~~three months ended ~~March 31,~~September 30, 2023 and 2022:


In thousands	In thousands	Nine Months Ended March 31,			In thousands	Three Months Ended September 30,
			2023				2022			2023		2022
Net cash provided by operating activities			$	68,474			$	131,716
Net cash provided by (used in) operating activities									Net cash provided by (used in) operating activities	$	42,254	$	(25,251)
Purchases of property, plant and equipment	Purchases of property, plant and equipment		(37,486)				(42,142)		Purchases of property, plant and equipment	(22,565)		(11,758)

Capitalization of software and website development costs	Capitalization of software and website development costs		(44,181)				(49,875)		Capitalization of software and website development costs	(14,397)		(15,330)
Proceeds from the sale of assets (1)									Proceeds from the sale of assets (1)	5,636		122

Adjusted free cash flow			$	(13,193)			$	39,699
Adjusted free cash flow (1)									Adjusted free cash flow (1)	$	10,928	$	(52,217)

_________________

(1) During the current quarter, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2023, we had $~~1,103~~1,087.4 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 ~~March 31,~~September 30, 2023, a hypothetical 100 basis point increase in rates, inclusive of the impact of our outstanding interest rate swaps that are accruing interest as of ~~March 31,~~September 30, 2023, would result in a ~~$7.7~~$8.6 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 income, net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other 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 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 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 ~~$12.0 million and $24.8~~$4.0 million on our income (loss) ~~income~~ before income taxes for the three ~~and nine~~ months ended ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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 6. Exhibits and Financial Statement Schedules


Exhibit No.	Description
10.1	~~Second Amended and Restated Executive Retention~~Form of Performance-Based Restricted Share Unit Agreement ~~between~~based on fiscal year 2024 Cimpress ~~plc and Robert Keane dated February 20, 2023 is incorporated by reference to our Current Report on Form 8-K filed with~~financial performance under the ~~SEC on February 23, 2023~~	2020 Equity Incentive Plan
10.2	Form of ~~Amended and Restated Executive Retention~~Performance-Based Restricted Share Unit Agreement ~~between Cimpress plc and each of Sean Quinn and Maarten Wensveen is incorporated by reference to our Current Report~~based on ~~Form 8-K filed with~~fiscal year 2024 Vista financial performance under the ~~SEC on February 23, 2023~~
~~10.3~~	~~Executive Retention Agreement between Cimpress plc and Florian Baumgartner dated February 1, 2023 is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2023~~
~~10.4~~	~~Employment Agreement between Cimpress Deutschland GmbH and Florian Baumgartner dated July 10, 2019~~
~~10.5~~	~~Amendment to Employment Agreement between Cimpress Deutschland GmbH and Florian Baumgartner dated January 1, 2021~~	2020 Equity Incentive Plan
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

4439

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.

~~April 27,~~October 26, 2023 Cimpress plc


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

4540


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

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

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


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


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