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	September 30, ~~2022~~2023
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 000-51539

Cimpress plc

(Exact Name of Registrant as Specified in Its Charter)


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

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

Dundalk, Co. Louth,

Ireland

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 353 42 938 8500

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

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Ordinary Shares, nominal value of €0.01 per share

CMPR

NASDAQ Global Select Market

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

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of October ~~24, 2022,~~23, 2023, there were ~~26,232,581~~26,590,037 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three Months Ended September 30, ~~2022~~2023

TABLE OF CONTENTS


						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of September 30, ~~2022~~2023 and June 30, ~~2022~~2023						1
Consolidated Statements of Operations for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022						2
Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022						3
Consolidated Statements of Shareholders' Deficit for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022						4
Consolidated Statements of Cash Flows for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022						5
Notes to Consolidated Financial Statements						67
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						25
Item 3. Quantitative and Qualitative Disclosures About Market Risk						37
Item 4. Controls and Procedures						38

PART II OTHER INFORMATION
Item 1A. Risk Factors						39
Item 6. Exhibits						39
Signatures						40

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

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


		September 30, 2022		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	$	132,100	$	277,053	Cash and cash equivalents	$	125,199	$	130,313
Marketable securities	Marketable securities	101,726		49,952		Marketable securities	22,613		38,540
Accounts receivable, net of allowances of $6,652 and $6,140, respectively		70,533		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	153,504		126,728		Inventory	113,985		107,835
Prepaid expenses and other current assets	Prepaid expenses and other current assets	121,428		108,697		Prepaid expenses and other current assets	113,230		96,986

Total current assets	Total current assets	579,291		626,315		Total current assets	443,919		441,027
Property, plant and equipment, net	Property, plant and equipment, net	272,625		286,826		Property, plant and equipment, net	271,507		287,574
Operating lease assets, net	Operating lease assets, net	64,389		80,694		Operating lease assets, net	74,519		76,776
Software and website development costs, net	Software and website development costs, net	89,661		90,474		Software and website development costs, net	92,620		95,315
Deferred tax assets	Deferred tax assets	114,020		113,088		Deferred tax assets	12,060		12,740
Goodwill	Goodwill	748,055		766,600		Goodwill	772,165		781,541
Intangible assets, net	Intangible assets, net	139,864		154,730		Intangible assets, net	98,836		109,196
Marketable securities, non-current	Marketable securities, non-current	22,449		—		Marketable securities, non-current	—		4,497
Other assets	Other assets	67,693		48,945		Other assets	43,845		46,193
Total assets	Total assets	$	2,098,047	$	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	$	285,226	$	313,710	Accounts payable	$	264,032	$	285,784
Accrued expenses	Accrued expenses	266,196		253,841		Accrued expenses	272,819		257,109
Deferred revenue	Deferred revenue	54,229		58,861		Deferred revenue	49,490		44,698
Short-term debt	Short-term debt	9,900		10,386		Short-term debt	10,877		10,713
Operating lease liabilities, current	Operating lease liabilities, current	23,013		27,706		Operating lease liabilities, current	21,851		22,559
Other current liabilities	Other current liabilities	33,061		28,035		Other current liabilities	20,114		24,469

Total current liabilities	Total current liabilities	671,625		692,539		Total current liabilities	639,183		645,332
Deferred tax liabilities	Deferred tax liabilities	48,418		41,142		Deferred tax liabilities	49,407		47,351
Long-term debt	Long-term debt	1,654,529		1,675,562		Long-term debt	1,594,942		1,627,243

Operating lease liabilities, non-current	Operating lease liabilities, non-current	44,783		57,474		Operating lease liabilities, non-current	55,051		56,668
Other liabilities	Other liabilities	56,443		64,394		Other liabilities	73,668		90,058
Total liabilities	Total liabilities	2,475,798		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		129,909		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; 44,196,093 and 44,083,569 shares issued, respectively; 26,224,846 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	509,444		501,003		Additional paid-in capital	543,754		539,454
Retained earnings	Retained earnings	385,972		414,138		Retained earnings	239,620		235,396
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(40,141)		(47,128)		Accumulated other comprehensive loss	(34,622)		(35,060)

Total shareholders’ deficit attributable to Cimpress plc						Total shareholders’ deficit attributable to Cimpress plc	(614,183)		(623,145)
Noncontrolling interests (Note 10)						Noncontrolling interests (Note 10)	555		459
Total shareholders' deficit	Total shareholders' deficit	(507,660)		(494,922)		Total shareholders' deficit	(613,628)		(622,686)
Total liabilities, noncontrolling interests and shareholders’ deficit	Total liabilities, noncontrolling interests and shareholders’ deficit	$	2,098,047	$	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 September 30,				Three Months Ended September 30,
		2022		2021				2023		2022
Revenue	Revenue	$	703,415	$	657,599		Revenue	$	757,294	$	703,415
Cost of revenue (1)	Cost of revenue (1)	377,735		338,989			Cost of revenue (1)	398,783		377,735
Technology and development expense (1)	Technology and development expense (1)	74,475		67,277			Technology and development expense (1)	74,330		74,475
Marketing and selling expense (1)	Marketing and selling expense (1)	200,930		174,697			Marketing and selling expense (1)	192,188		200,930
General and administrative expense (1)	General and administrative expense (1)	54,072		46,548			General and administrative expense (1)	48,341		54,072
Amortization of acquired intangible assets	Amortization of acquired intangible assets	12,350		13,458			Amortization of acquired intangible assets	9,886		12,350
Restructuring expense (1)	Restructuring expense (1)	1,820		(309)			Restructuring expense (1)	(334)		1,820

(Loss) income from operations		(17,967)		16,939
Income (loss) from operations							Income (loss) from operations	34,100		(17,967)
Other income, net	Other income, net	27,397		13,170			Other income, net	6,419		27,397
Interest expense, net	Interest expense, net	(24,806)		(25,688)			Interest expense, net	(29,200)		(24,806)

(Loss) income before income taxes		(15,376)		4,421
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	9,365		9,381			Income tax expense	8,122		9,365
Net loss		(24,741)		(4,960)
Net income (loss)							Net income (loss)	4,569		(24,741)
Add: Net (income) attributable to noncontrolling interests	Add: Net (income) attributable to noncontrolling interests	(700)		(1,738)			Add: Net (income) attributable to noncontrolling interests	(15)		(700)
Net loss attributable to Cimpress plc		$	(25,441)	$	(6,698)
Basic and diluted net loss per share attributable to Cimpress plc		$	(0.97)	$	(0.26)

Weighted average shares outstanding — basic and diluted		26,178,818		26,072,249

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 September 30,			Three Months Ended September 30,
			2022			2021			2023		2022
Cost of revenue	Cost of revenue		$	193		$	116	Cost of revenue	$	167	$	193
Technology and development expense	Technology and development expense		3,041			2,903		Technology and development expense	4,209		3,041
Marketing and selling expense	Marketing and selling expense		2,459			2,677		Marketing and selling expense	2,218		2,459
General and administrative expense	General and administrative expense		4,782			5,310		General and administrative expense	5,859		4,782
Restructuring expense	Restructuring expense		156			—		Restructuring expense	—		156

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited in thousands)

Three Months Ended September 30,
2022 2021
Net loss $ (24,741) $ (4,960)
Other comprehensive (loss) income, net of tax:
Foreign currency translation losses, net of hedges (8,182) (183)
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 16,760 (1,925)
Amounts reclassified from accumulated other comprehensive loss to net loss on derivative instruments (2,938) 5,546
Comprehensive loss (19,101) (1,522)
Add: Comprehensive loss (income) attributable to noncontrolling interests 647 (881)
Total comprehensive loss attributable to Cimpress plc $ (18,454) $ (2,403)


	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 June 30, 2022		44,084	$	615	—	$	—	(17,971)	$	(1,363,550)	$	501,003	$	414,138	$	(47,128)	$	(494,922)
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	112	—		—	—		—	—		(2,212)		—		—		(2,212)		Restricted share units vested, net of shares withheld for taxes	236	—			—	—		(8,403)		—		—		(8,403)

Share-based compensation expense	Share-based compensation expense	—	—		—	—		—	—		10,653		—		—		10,653		Share-based compensation expense	—	—			—	—		12,621		—		—		12,621
Net loss attributable to Cimpress plc		—	—		—	—		—	—		—		(25,441)		—		(25,441)
Net income attributable to Cimpress plc																			Net income attributable to Cimpress plc	—	—			—	—		—		4,554		—		4,554
Redeemable noncontrolling interest accretion to redemption value	Redeemable noncontrolling interest accretion to redemption value	—	—		—	—		—	—		—		(2,725)		—		(2,725)		Redeemable noncontrolling interest accretion to redemption value	—	—			—	—		—		(330)		—		(330)

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges	—	—		—	—		—	—		—		—		13,822		13,822		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	—	—		—	—		—	—		—		—		(6,835)		(6,835)		Foreign currency translation, net of hedges	—	—			—	—		—		—		(3,693)		(3,693)
Balance at September 30, 2022		44,196	$	615	—	$	—	(17,971)	$	(1,363,550)	$	509,444	$	385,972	$	(40,141)	$	(507,660)

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

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)


		Three Months Ended September 30,				Three Months Ended September 30,
		2022		2021				2023		2022
Operating activities	Operating activities						Operating activities
Net loss		$	(24,741)	$	(4,960)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net income (loss)							Net income (loss)	$	4,569	$	(24,741)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:							Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	40,942		44,432			Depreciation and amortization	39,942		40,942
Share-based compensation expense							Share-based compensation expense	12,453		10,631

Share-based compensation expense		10,631		11,006

Deferred taxes	Deferred taxes	(1,024)		(1,138)			Deferred taxes	(1,118)		(1,024)

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

Unrealized gain on derivatives not designated as hedging instruments included in net loss		(14,024)		(16,534)
Unrealized gain on derivatives not designated as hedging instruments included in net income (loss)							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	Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(749)		174			Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	1,885		(749)

Other non-cash items	Other non-cash items	2,158		(471)			Other non-cash items	(1,229)		2,158

Changes in operating assets and liabilities, net of effects of businesses acquired:	Changes in operating assets and liabilities, net of effects of businesses acquired:						Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	Accounts receivable	(9,460)		(7,149)			Accounts receivable	(2,209)		(9,460)
Inventory	Inventory	(36,434)		(11,744)			Inventory	(401)		(36,434)
Prepaid expenses and other assets	Prepaid expenses and other assets	3,151		(4,832)			Prepaid expenses and other assets	4,214		3,151
Accounts payable	Accounts payable	(12,013)		10,290			Accounts payable	(22,209)		(12,013)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	16,312		17,493			Accrued expenses and other liabilities	13,990		16,312
Net cash (used in) provided by operating activities		(25,251)		36,567
Net cash provided by (used in) operating activities							Net cash provided by (used in) operating activities	42,254		(25,251)
Investing activities	Investing activities						Investing activities
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(11,758)		(8,624)			Purchases of property, plant and equipment	(22,565)		(11,758)

Capitalization of software and website development costs	Capitalization of software and website development costs	(15,330)		(15,639)			Capitalization of software and website development costs	(14,397)		(15,330)
Proceeds from the sale of assets	Proceeds from the sale of assets	122		1,699			Proceeds from the sale of assets	5,636		122

Purchases of marketable securities	Purchases of marketable securities	(84,030)		—			Purchases of marketable securities	—		(84,030)
Proceeds from maturity of held-to-maturity investments	Proceeds from maturity of held-to-maturity investments	9,953		10,000			Proceeds from maturity of held-to-maturity investments	20,500		9,953

Other investing activities		—		(617)

Net cash used in investing activities	Net cash used in investing activities	(101,043)		(13,181)			Net cash used in investing activities	(10,826)		(101,043)
Financing activities	Financing activities						Financing activities
Proceeds from borrowings of debt	Proceeds from borrowings of debt	10,000		—			Proceeds from borrowings of debt	173		10,000

Payments of debt	Payments of debt	(13,256)		(4,111)			Payments of debt	(3,784)		(13,256)

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

Payments of debt issuance costs	Payments of debt issuance costs	(23)		(1,137)			Payments of debt issuance costs	—		(23)
Payments of purchase consideration included in acquisition-date fair value	Payments of purchase consideration included in acquisition-date fair value	(225)		—			Payments of purchase consideration included in acquisition-date fair value	—		(225)
Payments of withholding taxes in connection with equity awards	Payments of withholding taxes in connection with equity awards	(2,212)		(2,579)			Payments of withholding taxes in connection with equity awards	(8,404)		(2,212)
Payments of finance lease obligations	Payments of finance lease obligations	(2,412)		(2,526)			Payments of finance lease obligations	(2,768)		(2,412)

Proceeds from issuance of ordinary shares							Proceeds from issuance of ordinary shares	82		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(3,652)		—			Distributions to noncontrolling interests	(549)		(3,652)
Other financing activities		—		2

Net cash used in financing activities	Net cash used in financing activities	(11,780)		(10,351)			Net cash used in financing activities	(35,065)		(11,780)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(6,879)		(2,827)			Effect of exchange rate changes on cash	(1,477)		(6,879)

Net (decrease) increase in cash and cash equivalents		(144,953)		10,208
Net decrease in cash and cash equivalents							Net decrease in cash and cash equivalents	(5,114)		(144,953)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	277,053		183,023			Cash and cash equivalents at beginning of period	130,313		277,053
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	132,100	$	193,231		Cash and cash equivalents at end of period	$	125,199	$	132,100

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest		$	15,060	$	14,358
Income taxes		4,257		7,767
Non-cash investing and financing activities
Property and equipment acquired under finance leases		2,412		865
Amounts accrued related to property, plant and equipment		9,500		7,441
Amounts accrued related to capitalized software development costs		213		2,357
Amounts accrued related to business acquisitions		8,463		44,852

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)


	Three Months Ended September 30,
	2023		2022
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	24,239	$	15,060
Income taxes	15,794		4,257
Cash received during the period for:
Interest	3,349		2,074
Non-cash investing and financing activities
Property and equipment acquired under finance leases	386		2,412
Amounts accrued related to property, plant and equipment	6,403		9,500
Amounts accrued related to capitalized software development costs	205		213
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.

~~Revision of Prior Period Financial Statements~~

~~Foreign Currency Gains Associated with Intercompany Loan Hedge~~

During the quarter ended December 31, 2021, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the three months ended September 30, 2021, we incorrectly recognized $9,027, respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have an impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented.

Consolidated Balance Sheets As of September 30, 2021
Reported Adjustments Revised
Accumulated other comprehensive loss $ (83,732) $ 16,545 $ (67,187)
Retained earnings 532,414 (16,545) 515,869
Consolidated Statements of Operations Three months ended
September 30, 2021
Reported Adjustments Revised
Other income (expense), net $ 22,197 $ (9,027) $ 13,170
Income (loss) before income taxes 13,448 (9,027) 4,421
Net income (loss) 4,067 (9,027) (4,960)
Net income (loss) attributable to Cimpress plc 2,329 (9,027) (6,698)
Net income (loss) per share attributable to Cimpress plc:
Basic $ 0.09 $ (0.35) $ (0.26)
Diluted $ 0.09 $ (0.35) $ (0.26)
Consolidated Statements of Comprehensive Loss Three months ended
September 30, 2021
Reported Adjustments Revised
Net income (loss) $ 4,067 $ (9,027) $ (4,960)
Foreign currency translation losses, net of hedges (9,210) 9,027 (183)
Consolidated Statements of Shareholders' Deficit Three months ended
September 30, 2021
Reported Adjustments Revised
Net income (loss) attributable to Cimpress plc $ 2,329 $ (9,027) $ (6,698)
Foreign currency translation, net of hedges (8,353) 9,027 674
Consolidated Statements of Cash Flows Three months ended
September 30, 2021
Reported Adjustments Revised
Net income (loss) $ 4,067 $ (9,027) $ (4,960)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency (8,853) 9,027 174

Marketable Securities

We hold certain investments that are classified as held-to-maturity ~~(HTM)~~ as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, ~~specifically U.S. Treasury bills, notes, and bonds,~~ U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We ~~generally~~ 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 months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

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


		September 30, 2022				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		$	50,608	$	(261)		$	50,347
Corporate debt securities		51,118		(518)			50,600
Total due within one year or less		$	101,726	$	(779)		$	100,947
Due between one and two years:

Corporate debt securities	Corporate debt securities	$	13,239	$	(271)		$	12,968	Corporate debt securities	$	13,337	$	(143)	$	13,194
U.S. government securities	U.S. government securities	9,210		(124)			9,086		U.S. government securities	9,276		(80)		9,196

Total held-to-maturity securities	Total held-to-maturity securities	$	124,175	$	(1,174)		$	123,001	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 September 30,				Three Months Ended September 30,
		2022		2021				2023		2022
Gains on derivatives not designated as hedging instruments (1)	Gains on derivatives not designated as hedging instruments (1)	$	28,645	$	13,327		Gains on derivatives not designated as hedging instruments (1)	$	8,312	$	28,645
Currency-related (losses) gains, net (2)		(197)		323
Other losses		(1,051)		(480)
Currency-related losses, net (2)							Currency-related losses, net (2)	(2,699)		(197)
Other gains (losses)							Other gains (losses)	806		(1,051)
Total other income, net	Total other income, net	$	27,397	$	13,170		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 period.~~instruments. For contracts not designated as hedging instruments, we realized gains of ~~$14,621~~$2,050 and ~~losses of $3,672~~$14,621 for the three months ended September 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related ~~(losses) gains,~~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 September 30,
2022 2021
Weighted average shares outstanding, basic and diluted 26,178,818 26,072,249
Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,688,813 530,011


	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 months ended September 30, ~~2022 and 2021,~~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 outstanding warrants were ~~1,055,377~~considered anti-dilutive.

Share-based Compensation

Total share-based compensation costs were $12,453 and ~~409,561~~$10,631 for the three months ended 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 ~~respectively.~~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 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 as part of our annual disclosures for ~~us on July 1, 2023, and early~~fiscal year 2025. The adoption ~~is permitted. Cimpress businesses~~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.~~the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program. There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows. The outstanding obligations with our supply chain finance provider that are included in accounts payable 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)	$	—

September 30, 2022
Total Quoted Prices in
Active
Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts $ 28,209 $ — $ 28,209 $ —
Cross-currency swap contracts 3,448 — 3,448 —
Currency forward contracts 26,995 — 26,995 —
Currency option contracts 19,173 — 19,173 —
Total assets recorded at fair value $ 77,825 $ — $ 77,825 $ —
Liabilities
Currency forward contracts $ (1,409) $ — $ (1,409) $ —
Total liabilities recorded at fair value $ (1,409) $ — $ (1,409) $ —


		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 three months ended September 30, ~~2022~~2023 and year ended June 30, ~~2022,~~2023, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications.

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

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of September 30, ~~2022,~~2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall

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

As of September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $~~1,682,977~~1,621,001 and ~~$1,705,365,~~$1,653,989, respectively, and the fair value was ~~$1,511,108~~$1,596,312 and ~~$1,600,627,~~$1,604,190, respectively. Our debt at September 30, ~~2022~~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 September 30, ~~2022~~2023 and June 30, ~~2022~~2023, our held-to-maturity marketable securities were held at an amortized cost of ~~$124,175~~$22,613 and ~~$49,952,~~$43,037, respectively, while the fair value was ~~$123,001~~$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 September 30, ~~2022,~~2023, we estimate that ~~$6,490~~$6,612 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, ~~2023.~~2024. As of September 30, ~~2022,~~2023, we had ~~fourteen~~eleven effective outstanding interest rate swap contracts that were indexed to ~~USD LIBOR. These hedges~~Term or Daily SOFR.

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 September 30, ~~2022~~2023 (1)	$	~~400,000~~245,000
Contracts with a future start date	430,000
Total	$	~~830,000~~675,000

11________________________

(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

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

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of September 30, ~~2022,~~2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478,maturing during June 2024. We entered into the cross-currency swap contract to

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

Amounts reported in accumulated other comprehensive loss will be reclassified to other income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of September 30, ~~2022,~~2023, we estimate that~~$2,132~~ $1,353 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, ~~2023.~~2024.

Other Currency Hedges

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

~~In April 2022 we early terminated all of our currency forward contracts designated as net investment hedges, and as~~As of September 30, ~~2022~~2023, we ~~had no currency forward contracts designated as net investment hedges. 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 months ended September 30, ~~2022~~2023 and ~~2021,~~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 September 30, ~~2022,~~2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, ~~British Pound,~~ Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, ~~Japanese Yen,~~ Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount Effective Date Maturity Date Number of Instruments Index
$675,605 December 2020 through September 2022 Various dates through September 2024 559 Various

Notional Amount

Effective Date

Maturity Date

Number of Instruments

Index

$651,202

December 2021 through September 2023

Various dates through September 2025

595

Various

1213

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


		September 30, 2022															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 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 assets	$	28,209	$	—	$	28,209	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	3,448		—		3,448		Other liabilities	—		—		—		Cross-currency swaps	Other current assets	13		—		13		Other current liabilities	—		—		—

Total derivatives designated as hedging instruments	Total derivatives designated as hedging instruments		$	31,657	$	—	$	31,657		$	—	$	—	$	—	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	$	35,378	$	(8,383)	$	26,995	Other current liabilities / other liabilities	$	(1,435)	$	26	$	(1,409)	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	19,173		—		19,173		Other liabilities	—		—		—		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		$	54,551	$	(8,383)	$	46,168		$	(1,435)	$	26	$	(1,409)	Total derivatives not designated as hedging instruments		$	6,772	$	(1,710)	$	5,062		$	(4,638)	$	1,588	$	(3,050)

June 30, 2022
Asset Derivatives Liability Derivatives
Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount
Derivatives designated as hedging instruments
Derivatives in cash flow hedging relationships
Interest rate swaps Other current assets / other assets $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ —
Cross-currency swaps Other assets — — — Other liabilities (446) — $ (446)
Total derivatives designated as hedging instruments $ 14,336 $ — $ 14,336 $ (446) $ — $ (446)
Derivatives not designated as hedging instruments
Currency forward contracts Other current assets / other assets $ 24,440 $ (3,802) $ 20,638 Other current liabilities / other liabilities $ (505) $ — $ (505)
Currency option contracts Other current assets / other assets 10,612 (1) 10,611 Other current liabilities / other liabilities (9) — (9)
Total derivatives not designated as hedging instruments $ 35,052 $ (3,803) $ 31,249 $ (514) $ — $ (514)


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



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

Derivatives not designated as hedging instruments


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	Other current assets / other assets	990		—		990		Other current liabilities / other liabilities	(3,055)		—		(3,055)
Total derivatives not designated as hedging instruments		$	3,863	$	(572)	$	3,291		$	(9,129)	$	1,589	$	(7,540)

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Three Months Ended September 30,
		2022		2021				2023		2022
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships						Derivatives in cash flow hedging relationships
Interest rate swaps	Interest rate swaps	$	12,954	$	519		Interest rate swaps	$	6,131	$	12,954
Cross-currency swaps	Cross-currency swaps	3,806		(2,444)			Cross-currency swaps	1,548		3,806
Derivatives in net investment hedging relationships	Derivatives in net investment hedging relationships						Derivatives in net investment hedging relationships

Intercompany loan	Intercompany loan	12,951		9,027			Intercompany loan	5,775		12,951
Currency forward contracts	Currency forward contracts	—		3,492			Currency forward contracts	(1,080)		—
Total	Total	$	29,711	$	10,594		Total	$	12,374	$	29,711

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income				Affected line item in the Statement of Operations	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,						Three Months Ended September 30,
		2022		2021								2023		2022
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships										Derivatives in cash flow hedging relationships
Interest rate swaps	Interest rate swaps	$	397	$	2,497					Interest expense, net	Interest rate swaps	$	(2,223)	$	397	Interest expense, net
Cross-currency swaps	Cross-currency swaps	(3,742)		3,987						Other income, net	Cross-currency swaps	(1,936)		(3,742)		Other income, net
Total before income tax	Total before income tax	(3,345)		6,484						(Loss) income before income taxes	Total before income tax	(4,159)		(3,345)		Income (loss) before income taxes
Income tax	Income tax	407		(938)						Income tax expense	Income tax	611		407		Income tax expense
Total	Total	$	(2,938)	$	5,546						Total	$	(3,548)	$	(2,938)

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


						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 September 30,						Three Months Ended September 30,
		2022		2021								2023		2022
Currency contracts	Currency contracts	$	28,645	$	12,863					Other income, net	Currency contracts	$	8,312	$	28,645	Other income, net
Interest rate swaps		—		464						Other income, net

Total	Total	$	28,645	$	13,327						Total	$	8,312	$	28,645

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $~~5,506~~4,040 for the three months ended September 30, ~~2022~~2023:

Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total
Balance as of June 30, 2022 $ 5,179 $ (86) $ (52,221) $ (47,128)
Other comprehensive income (loss) before reclassifications 16,760 — (6,835) 9,925
Amounts reclassified from accumulated other comprehensive loss to net loss (2,938) — — (2,938)
Net current period other comprehensive income (loss) 13,822 — (6,835) 6,987
Balance as of September 30, 2022 $ 19,001 $ (86) $ (59,056) $ (40,141)


	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 September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of September 30, ~~2022~~2023 and June 30, ~~2022.~~2023. Intercompany loan hedge gains of ~~$76,073~~$47,109 and ~~$56,743, net of tax,~~$38,489 have been included in accumulated other comprehensive loss as of September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, respectively.

6. Goodwill

The carrying amount of goodwill by reportable segment as of September 30, ~~2022~~2023 and June 30, ~~2022~~2023 was as follows:
Vista PrintBrothers The Print Group All Other Businesses Total
Balance as of June 30, 2022 $ 291,498 $ 130,828 $ 143,969 $ 200,305 $ 766,600
Adjustments — — — 225 225
Effect of currency translation adjustments (1) (2,836) (7,430) (8,504) — (18,770)
Balance as of September 30, 2022 $ 288,662 $ 123,398 $ 135,465 $ 200,530 $ 748,055


	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) 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:

September 30, 2022 June 30, 2022
Compensation costs $ 69,156 $ 78,521
Income and indirect taxes 45,696 41,886
Advertising costs 26,534 25,925
Shipping costs 12,200 10,228
Third party manufacturing and digital content costs 16,290 15,790
Variable compensation incentives (1) 7,978 —
Sales returns
6,793 6,286
Purchases of property, plant and equipment 1,445 642
Professional fees 3,712 2,394
Interest payable (2) 13,076 2,477
Other 63,316 69,692
Total accrued expenses $ 266,196 $ 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) ~~Includes cash-based employee bonus incentives, which are variable based on~~The increase to accrued advertising costs is largely driven by the ~~performance~~timing of ~~individual businesses~~invoice processing from third-party vendors and, ~~vest over four years.~~to a lesser extent, increased spend in preparation for our peak holiday season during the second quarter of our fiscal year.

(2) The increase in interest payable as of September 30, ~~2022,~~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.

Other current liabilities included the following:
September 30, 2022 June 30, 2022
Current portion of finance lease obligations $ 6,452 $ 6,684
Short-term derivative liabilities (1) 9,713 4,299
Other 16,896 17,052
Total other current liabilities $ 33,061 $ 28,035
~~________________________~~

~~(1) The increase in short-term derivative liabilities is due to volatility in interest and foreign currency rates. Refer to Note 4 for additional details.~~


	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:


		September 30, 2022		June 30, 2022			September 30, 2023		June 30, 2023
Long-term finance lease obligations	Long-term finance lease obligations	$	14,669	$	14,699	Long-term finance lease obligations	$	28,526	$	29,822
Long-term compensation incentives						Long-term compensation incentives	13,324		22,286

Mandatorily redeemable noncontrolling interest (1)						Mandatorily redeemable noncontrolling interest (1)	9,488		12,018
Long-term derivative liabilities	Long-term derivative liabilities	104		463		Long-term derivative liabilities	307		1,737

Long-term compensation incentives (1)		14,583		19,934
Other	Other	27,087		29,298		Other	22,023		24,195
Total other liabilities	Total other liabilities	$	56,443	$	64,394	Total other liabilities	$	73,668	$	90,058

~~________________________~~______________________

(1) ~~Includes cash-based employee bonus incentives, which are variable based on~~The decrease to mandatorily redeemable noncontrolling interest liabilities is primarily driven by an accretion adjustment of $1,864 recognized as a benefit within interest expense, net in the ~~performance~~consolidated statements of ~~each individual business and vest over four years.~~operations.

8. Debt


		September 30, 2022		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	1,076,279		1,097,302		Senior secured credit facility	1,087,383		1,098,613
Other	Other	6,698		8,063		Other	6,483		7,076
Debt issuance costs and debt premiums (discounts)		(18,548)		(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	1,664,429		1,685,948		Total debt outstanding, net	1,605,819		1,637,956
Less: short-term debt (1)	Less: short-term debt (1)	9,900		10,386		Less: short-term debt (1)	10,877		10,713
Long-term debt	Long-term debt	$	1,654,529	$	1,675,562	Long-term debt	$	1,594,942	$	1,627,243

_____________________

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

Our various debt arrangements described below contain customary representations, warranties, and events of default. As of September 30, ~~2022,~~2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 7.0% Senior Notes due 2026 ~~Notes (as defined below)~~("2026 Notes").

Senior Secured Credit Facility

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

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

◦a $795,000 tranche that currently bears interest at ~~LIBOR~~Term SOFR (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 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.

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 September 30, ~~2022,~~2023, we have borrowings under the Restated Credit Agreement of ~~$1,076,279~~$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 September 30, ~~2022.~~2023.

As of September 30, ~~2022,~~2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was ~~5.80%~~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 September 30, 2022.~~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~~During the three months ended September 30, ~~2022,~~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 September 30, ~~2022~~2023 and June 30, ~~2022,~~2023, we had ~~$6,698~~$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 ~~$9,365~~$8,122 and ~~$9,381~~$9,365 for the three months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~The~~Tax expense decreased ~~tax expense is~~year over year due to ~~decreased profits,~~various immaterial discrete items in both periods, offset by ~~a higher forecasted effective~~increased tax ~~rate.~~on increased profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal ~~2023~~2024 as compared to fiscal ~~2022~~2023 primarily due to ~~decreased~~ forecasted ~~profits.~~pre-tax 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 September 30, ~~2022~~2023 we had unrecognized tax benefits of ~~$14,468,~~$16,276, including accrued interest and penalties of ~~$1,500.~~$1,835. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, ~~$7,620~~$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 ~~$360~~$500 to ~~$410~~$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 ~~2016~~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.

We have not recorded a valuation allowance against deferred tax assets of $15,060 and $99,924 related to Swiss tax losses and the Swiss amortizable goodwill, respectively, as we expect to realize these assets in the future. Management believes there is sufficient positive evidence in the form of historical and future projected profitability to conclude that it is more likely than not that these benefits in Switzerland will be utilized against future taxable profits within the available carryforward periods. Our assessments are reliant on the attainment of our forecasted operating profits. Failure to achieve these forecasted operating profits may change our assessment of these deferred tax assets, and such change would result in additional valuation allowance and an increase in income tax expense to be recorded in the period of the change in assessment. We will continue to review our forecasts and profitability trends relevant to these Swiss deferred tax assets on a quarterly basis.

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 ~~owns~~own a minority portion of the ~~equity, which includes those described below. The put options for several of our~~equity. These noncontrolling interests are exercisable in fiscal year 2023. Exercising a put option is at the discretion of each noncontrolling interest holder, which creates uncertainty around the timing of our cash outflow should an option be exercised. ~~As of September 30, 2022, the total estimated redemption value is$88,991~~for those noncontrolling interests with put option windows that are exercisable in fiscal year 2023, of which $4,726 has already been exercised in the second quarter of fiscal 2023. The remaining equity interests are exercisable through November 30, 2022.

~~PrintBrothers~~

~~Members of the PrintBrothers management team hold minority equity interests ranging from 11% to 12% in each of the three~~span multiple businesses within the segment. The put options associated with the redeemable noncontrolling interests have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December. For the exercise window occurring in the second quarter of fiscal 2023, the estimated redemption

~~value for the portion of the put options that could be exercised is $84,266~~ and ~~is based on actual results through June 30, 2022.~~If the put options are exercised, then Cimpress may redeem the remaining 10% of these holders' minority equity interests concurrently with the put option exercise or on the first, second, or third anniversary of the put option exercise. Cimpress has call options for the full amount of the minority equity interests with the first exercise window occurring during the second quarter of fiscal year 2027.

During the three months ended September 30, 2022, the redemption value of a PrintBrothers business increased above its carrying value due to continued strong performance. The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $2,075. The offsetting amount was recognized within retained earnings as the redemption values for this noncontrolling interest was below the estimated fair value.reportable segments.

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

~~Redeemable Noncontrolling Interest~~

~~Balance as of June 30, 2022~~

~~131,483~~

~~Accretion to redemption value (1)~~

~~2,725~~

~~Net income attributable to noncontrolling interests~~

~~700~~

~~Distributions to noncontrolling interests (2)~~

~~(3,652)~~

~~Foreign currency translation~~

~~(1,347)~~

~~Balance as of September 30, 2022~~

~~129,909~~


	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) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings ~~or additional paid in capital~~ is the result of changes in the estimated redemption amount ~~being greater than carrying value but less than~~to the extent increases do not exceed the estimated fair value. ~~Refer above for additional details.~~

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

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 September 30, ~~2022,~~2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

•Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, ~~and~~ Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success. This segment also includes our recently acquired Depositphotos business, whose subsidiary, Crello, was rebranded to VistaCreate soon after the acquisition.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. ~~In addition to~~

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

◦~~BuildASign~~ is an internet-based provider of canvas-print wall décor, business signage and other large-format printed ~~products, based in Austin, Texas.~~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 presented to reflect our updated segment reporting, which decreased both Vista segment EBITDA and Central and corporate costs by $1,119 for the three months ended September 30, 2021.

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

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

Three Months Ended September 30,
2022 2021
Revenue:
Vista $ 369,369 $ 349,480
PrintBrothers 132,699 125,357
The Print Group 76,823 72,820
National Pen 81,666 69,264
All Other Businesses 51,827 47,871
Total segment revenue 712,384 664,792
Inter-segment eliminations (1) (8,969) (7,193)
Total consolidated revenue $ 703,415 $ 657,599


	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 September 30, 2023
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	289,055	$	—	$	—	$	52,735	$	42,214	$	384,004
Europe	85,407		151,542		77,802		27,737		—		342,488
Other	21,890		—		—		1,377		7,535		30,802
Inter-segment	295		679		2,737		5,406		2,051		11,168
Total segment revenue	396,647		152,221		80,539		87,255		51,800		768,462
Less: inter-segment elimination	(295)		(679)		(2,737)		(5,406)		(2,051)		(11,168)
Total external revenue	$	396,352	$	151,542	$	77,802	$	81,849	$	49,749	$	757,294


	Three Months Ended September 30, 2022
	Vista (1)		PrintBrothers		The Print Group		National Pen		All Other		Total (1)
Revenue by Geographic Region:
North America	$	273,658	$	—	$	—	$	49,447	$	43,292	$	366,397
Europe	72,795		132,382		74,991		24,945		—		305,113
Other	22,406		—		—		2,552		6,947		31,905
Inter-segment	510		317		1,832		4,722		1,588		8,969
Total segment revenue	369,369		132,699		76,823		81,666		51,827		712,384
Less: inter-segment elimination	(510)		(317)		(1,832)		(4,722)		(1,588)		(8,969)
Total external revenue	$	368,859	$	132,382	$	74,991	$	76,944	$	50,239	$	703,415

___________________

(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.

Three Months Ended September 30, 2022
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 266,486 $ — $ — $ 49,447 $ 43,292 $ 359,225
Europe 70,496 132,382 74,991 24,945 — 302,814
Other 31,877 — — 2,552 6,947 41,376
Inter-segment 510 317 1,832 4,722 1,588 8,969
Total segment revenue 369,369 132,699 76,823 81,666 51,827 712,384
Less: inter-segment elimination (510) (317) (1,832) (4,722) (1,588) (8,969)
Total external revenue $ 368,859 $ 132,382 $ 74,991 $ 76,944 $ 50,239 $ 703,415

Three Months Ended September 30, 2021
Vista PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 244,449 $ — $ — $ 41,038 $ 41,308 $ 326,795
Europe 71,533 125,128 71,155 20,851 — 288,667
Other 32,796 — — 3,533 5,808 42,137
Inter-segment 702 229 1,665 3,842 755 7,193
Total segment revenue 349,480 125,357 72,820 69,264 47,871 664,792
Less: inter-segment elimination (702) (229) (1,665) (3,842) (755) (7,193)
Total external revenue $ 348,778 $ 125,128 $ 71,155 $ 65,422 $ 47,116 $ 657,599

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


		Three Months Ended September 30,				Three Months Ended September 30,
		2022		2021				2023		2022
Segment EBITDA:	Segment EBITDA:						Segment EBITDA:
Vista	Vista	$	30,737	$	66,920		Vista	$	74,424	$	30,737
PrintBrothers	PrintBrothers	14,991		16,283			PrintBrothers	19,826		14,991
The Print Group	The Print Group	12,220		14,389			The Print Group	13,608		12,220
National Pen	National Pen	(1,297)		(8,048)			National Pen	(8,303)		(1,297)
All Other Businesses	All Other Businesses	6,178		4,891			All Other Businesses	6,458		6,178
Total segment EBITDA	Total segment EBITDA	62,829		94,435			Total segment EBITDA	106,013		62,829
Central and corporate costs	Central and corporate costs	(34,578)		(34,153)			Central and corporate costs	(31,780)		(34,578)
Depreciation and amortization	Depreciation and amortization	(40,942)		(44,432)			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	(3,456)		780			Certain impairments and other adjustments	(525)		(3,456)
Restructuring-related charges		(1,820)		309

Total (loss) income from operations		(17,967)		16,939
Total income (loss) from operations							Total income (loss) from operations	34,100		(17,967)
Other income, net	Other income, net	27,397		13,170			Other income, net	6,419		27,397
Interest expense, net	Interest expense, net	(24,806)		(25,688)			Interest expense, net	(29,200)		(24,806)

(Loss) income before income taxes		$	(15,376)	$	4,421
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 September 30,
	2023		2022
Depreciation and amortization:
Vista	$	14,875	$	14,670
PrintBrothers	3,889		4,773
The Print Group	5,822		5,862
National Pen	5,188		5,891
All Other Businesses	4,547		4,516
Central and corporate costs	5,621		5,230
Total depreciation and amortization	$	39,942	$	40,942


	Three Months Ended September 30,
	2023		2022
Purchases of property, plant and equipment:
Vista	$	3,611	$	3,124
PrintBrothers	5,152		708
The Print Group	8,496		4,819
National Pen	2,669		1,601
All Other Businesses	2,235		1,068
Central and corporate costs	402		438
Total purchases of property, plant and equipment	$	22,565	$	11,758

Three Months Ended September 30,
2022 2021
Depreciation and amortization:
Vista $ 14,670 $ 16,403
PrintBrothers 4,773 5,234
The Print Group 5,862 6,584
National Pen 5,891 5,908
All Other Businesses 4,516 5,042
Central and corporate costs 5,230 5,261
Total depreciation and amortization $ 40,942 $ 44,432

Three Months Ended September 30,
2022 2021
Purchases of property, plant and equipment:
Vista $ 3,124 $ 2,478
PrintBrothers 708 1,512
The Print Group 4,819 1,428
National Pen 1,601 1,188
All Other Businesses 1,068 1,515
Central and corporate costs 438 503
Total purchases of property, plant and equipment $ 11,758 $ 8,624


		Three Months Ended September 30,				Three Months Ended September 30,
		2022		2021				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	$	6,635	$	7,572		Vista	$	6,640	$	6,635
PrintBrothers	PrintBrothers	389		232			PrintBrothers	457		389
The Print Group	The Print Group	490		426			The Print Group	694		490
National Pen	National Pen	588		678			National Pen	805		588
All Other Businesses	All Other Businesses	924		1,184			All Other Businesses	1,187		924
Central and corporate costs	Central and corporate costs	6,304		5,547			Central and corporate costs	4,614		6,304
Total capitalization of software and website development costs	Total capitalization of software and website development costs	$	15,330	$	15,639		Total capitalization of software and website development costs	$	14,397	$	15,330

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


		September 30, 2022		June 30, 2022			September 30, 2023		June 30, 2023
Long-lived assets (1):	Long-lived assets (1):					Long-lived assets (1):
United States	United States	$	90,481	$	95,589	United States	$	79,768	$	83,956
Switzerland	Switzerland	71,901		72,394		Switzerland	71,417		73,857
Netherlands	Netherlands	69,353		67,240		Netherlands	62,013		65,547
Canada	Canada	57,730		58,498		Canada	55,732		57,328
Italy	Italy	45,239		48,262		Italy	39,848		42,377
France	France	23,431		25,383		France	30,361		29,302
Jamaica		18,341		18,744
Germany						Germany	29,553		27,813
Australia	Australia	17,838		17,751		Australia	18,642		19,664
Japan		10,489		11,392
Jamaica (2)						Jamaica (2)	1,186		17,834
Other	Other	88,406		90,677		Other	92,232		86,690
Total	Total	$	493,209	$	505,930	Total	$	480,752	$	504,368

___________________

(1) Excludes goodwill of ~~$748,055~~$772,165 and ~~$766,600,~~$781,541, intangible assets, net of ~~$139,864~~$98,836 and ~~$154,730,~~$109,196, deferred tax assets of ~~$114,020~~$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~~$22,449 and zero~~ $4,497 as of June 30, 2023.

(2) The decrease in Jamaica's long-lived assets is due to the planned sale of an owned customer service facility as we continue to optimize our real estate footprint with many of these team members operating under a remote-first model, which resulted in the classification of the related assets as held-for-sale as of September 30, ~~2022~~2023, which is presented as part of prepaid expenses and ~~June 30, 2022, respectively.~~other current assets in the consolidated balance sheets. Refer to Note 2 for additional details.

12. Commitments and Contingencies

Purchase Obligations

At September 30, ~~2022,~~2023, we had unrecorded commitments under contract of ~~$251,011,~~$285,698, including inventory, third-party fulfillment and digital service purchase commitments of ~~$86,678;~~$142,588; third-party cloud services of ~~$80,997;~~$65,298; software of ~~$42,238;~~$22,240; advertising of ~~$15,181;~~$11,264; professional and consulting fees of $7,237; production and computer equipment purchases of ~~$5,952; professional and consulting fees of $5,019,~~$3,556; and other unrecorded purchase commitments of ~~$14,946.~~

~~Other Obligations~~

We deferred payments for several of our acquisitions, resulting in the recognition of a liability of $8,463 as of September 30, 2022, which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022, subject to any outstanding indemnification claims.$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 months ended September 30, 2023, we recognized benefits to restructuring expense of $334, due to adjustments to our previously estimated restructuring expense for actions taken in our Vista business and central teams during March 2023. We do not expect any additional material charges for these restructuring actions. During the three months ended September 30, 2022, we recognized restructuring ~~charges~~expense of $1,820,. ~~We recognized restructuring expense related to prior quarter actions of~~ which included $1,456 in our Vista business, $209 in our National Pen business and $155 in our Central and corporate costs. We do not expect any additional material charges for these restructuring actions.

The following table summarizes the restructuring activity during the three months ended September 30, ~~2022.~~2023.

Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability
Balance as of June 30, 2022 $ 13,449 $ — $ 13,449
Restructuring charges 1,032 788 1,820
Cash payments (7,931) — (7,931)
Non-cash charges (1) (156) (788) (944)
Foreign currency translation (419) — (419)
Balance as of September 30, 2022 $ 5,975 $ — $ 5,975

~~________________~~

(1) During the three months ended September 30, 2022, non-cash restructuring charges primarily include the Vista segment's write-off of inventory for the Japan market which has no alternative use, the write-off of equipment from National Pen's ongoing move of its European production operations from Ireland to the Czech Republic, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions taken in the fourth quarter of fiscal year 2022.


	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

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

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, ~~the persistence of higher costs~~including revenue, profitability, liquidity, and ~~supply chain disruptions and the expected impacts of those costs and disruptions on our business; the planned divestiture of our business in China; the expected~~net leverage; future impacts of our ~~mass customization platform;~~March 2023 restructuring; our ~~competitive advantages;~~expectations for the ~~expected effects~~sale of our ~~advertising spend; sufficiency of our liquidity position;~~Jamaica facility; legal proceedings; and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, severity, and duration of supply chain constraints ~~inflation,~~ and ~~the ongoing COVID-19 pandemic; our inability to mitigate increases in our costs by increasing our prices and taking other measures;~~inflation; our inability to make the 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 ~~or unavailability~~ 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; ~~the anticipated exercise of the PrintBrothers put options;~~ 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 September 30, ~~2022,~~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.

~~Our businesses continue~~During the current quarter, we revised our adjusted free cash flow definition to ~~experience supply chain challenges including rising input costs and some areas~~include proceeds from the sale of ~~disruption. Each~~assets, which we believe provides useful information regarding the net cash deployed for the purchase of ~~our reportable segments has seen material cost increases~~capital assets by incorporating any cash that is recovered from the subsequent sale of ~~product substrates like paper, production materials like aluminum plates, freight and shipping charges, energy costs and higher compensation costs due~~any assets. We have revised all periods presented to inflationary pressures and a more competitive labor market. We believe our scale-based shared strategic capabilities and supplier relationships provide competitive advantages for our businesses to weather these challenges. Through data capabilities, our businesses are regularly testing new pricing approaches, and in all businesses there have been pricing increases that are partially offsetting the increased costs.incorporate this 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 months ended September 30, ~~2022~~2023 as compared to the three months ended September 30, ~~2021~~2022 follows:

•Revenue increased by 7%8% to ~~$703.4~~$757.3 million.

•~~Constant-currency~~Organic constant-currency revenue increased ~~by 15% and by 14% when excluding the revenue of acquired companies for the first twelve months after acquisition (both~~4% (a non-GAAP financial ~~measures)~~measure).

•Operating income ~~decreased~~increased by ~~$34.9~~$52.1 million to ~~an operating loss of $18.0~~$34.1 million.

•Adjusted EBITDA (a non-GAAP financial measure) ~~decreased~~increased by ~~$22.0~~$43.1 million to ~~$45.6~~$88.7 million.

•Diluted net ~~loss~~income (loss) per share attributable to Cimpress plc increased to ~~$(0.97)~~income of $0.17 from ~~$(0.26)~~a loss of $(0.97) in the ~~comparative period.~~prior fiscal year.

•Cash provided by operating activities ~~decreased~~increased by ~~$61.8~~$67.5 million to ~~an outflow of $(25.3)~~$42.3 million.

•Adjusted free cash flow (a non-GAAP financial measure) ~~decreased~~increased by ~~$64.6~~$63.1 million to ~~a use of cash of $(52.3)~~$10.9 million.

For the ~~first quarter of fiscal year~~three months ended September 30, 2023, theincrease in reported revenue was primarily due to growth across ~~all businesses~~our Vista, PrintBrothers and markets through increased pricing and customer demand. Reported revenue slightly benefited from our recent acquisitions, with the majority of the additional revenue attributable to Depositphotos, which was acquired on October 1, 2021 and is includedNational Pen reportable segments. Revenue growth in our Vista ~~business. Pricing changes made during~~business was driven by order growth, in particular from new customers, and higher average order values driven by both product mix and pricing. Revenue in our Vista business grew year over year across all product categories, with the ~~past year improved our revenue on a~~fastest growth coming from promotional products, apparel, and gifts (PPAG) while marketing materials, packaging and labels, and signage also showed strong year-over-year ~~basis, as these actions were one tool we used to mitigate inflationary cost pressures that have arisen from ongoing supply chain challenges.~~growth. Currency exchange fluctuations had a ~~significant negative~~positive effect on revenue growth during the current quarter.

~~For~~The increase to operating income during the three months ended September 30, ~~2022,~~2023 was driven by higher gross profit that benefited from the ~~decreasein operating income was primarily due to increased investments in our Vista business. These investments include the impact of hiring in Vista throughout fiscal year 2022,~~revenue growth described above, as well as ~~increased~~gross margin expansion. The operating income increase also benefited from improved leverage of advertising spend as a percentage of revenue and reduced operating expenses driven by ~~mid- and upper-funnel advertising. Inflationary pressures on input~~the prior-year cost reduction actions, as well as lower restructuring costs ~~and wages~~by $2.2 million as a result of actions that were ~~significantly offset by actions taken to pass these increases to customers in~~completed during the form of increased pricing. We also recognized an increase in restructuring charges of $2.1 million, which were partially offset by savings from the related actions taken in our Vista business in the fourth quarter of fiscal year 2022.prior year.

Adjusted EBITDA ~~decreased~~increased year over year, primarily ~~for~~driven by the ~~same reasons~~ operating income ~~decreased.~~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 $7.9 million.~~

Diluted net ~~loss~~income (loss) per share attributable to Cimpress plc increased year over year for the three months ended September 30, ~~2022~~2023, primarily ~~for~~due to the ~~same reasons~~ operating income ~~decreased,~~increase as described above 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 lower realized and unrealized currency gains caused by exchange rate ~~volatility.~~volatility, as well as higher interest expense driven by an increased weighted-average interest rate.

~~Cash~~During the three months ended September 30, 2023, cash from operations ~~decreased $61.8~~increased $67.5 million year over year due primarily to the ~~decrease~~increase in ~~operating~~net income as described above, as well as ~~decreased~~a favorable shift in working capital ~~cash flows~~outflows of ~~$42.5~~$31.8 million, which was largely driven by ~~higher~~the prior-year increases in inventory levels ~~as our businesses increased raw materials on hand~~that were intended to minimize availability risk ~~during our seasonally significant second quarter and thereafter.~~due to supply chain disruptions, which has reversed in the current quarter. This favorable impact was 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 payments of $7.9 million.

Adjusted free cash flow ~~decreased~~increased by ~~$64.6~~$63.1 million for the three months ended September 30, 2023, due to the operating cash flow ~~decrease~~increase described above, as well as ~~a $3.1 million increase~~higher proceeds from the sale of assets, primarily driven by the sale of our previously owned manufacturing facility in ~~capital~~Japan. These increases were partially offset by 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 months ended September 30, ~~2022~~2023 and ~~2021~~2022 are shown in the following table:


In thousands	In thousands	Three Months Ended September 30,					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
		2022		2021		% 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	$	369,369	$	349,480	6%	4%	10%	(2)%	8%	Vista	$	396,647	$	369,369	7%	(1)%	6%	—%	6%
PrintBrothers	PrintBrothers	132,699		125,357		6%	17%	23%	(1)%	22%	PrintBrothers	152,221		132,699		15%	(9)%	6%	—%	6%
The Print Group	The Print Group	76,823		72,820		6%	18%	24%	—%	24%	The Print Group	80,539		76,823		5%	(8)%	(3)%	—%	(3)%
National Pen	National Pen	81,666		69,264		18%	6%	24%	—%	24%	National Pen	87,255		81,666		7%	(2)%	5%	—%	5%
All Other Businesses	All Other Businesses	51,827		47,871		8%	—%	8%	—%	8%	All Other Businesses	51,800		51,827		—%	(1)%	(1)%	—%	(1)%
Inter-segment eliminations	Inter-segment eliminations	(8,969)		(7,193)							Inter-segment eliminations	(11,168)		(8,969)
Total revenue	Total revenue	$	703,415	$	657,599	7%	8%	15%	(1)%	14%	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 September 30,				In thousands	Three Months Ended September 30,
			2022					2021				2023			2022
Cost of revenue	Cost of revenue		$	377,735				$	338,989		Cost of revenue	$	398,783		$	377,735
% of revenue	% of revenue		53.7		%			51.5		%	% of revenue	52.7		%	53.7		%

For the three months ended September 30, ~~2022,~~2023, cost of revenue increased by ~~$38.7~~$21.0 million as compared to the prior ~~period,~~year, primarily driven by fluctuations in currency exchange rates of $15.5 million, as well as increased shipping costs year over year due to ~~demand-dependent cost~~both volume increases and higher fuel surcharges. Production costs increased year over year due to volume growth and product mix shifts in some of ~~goods sold, including third-party fulfillment, material and shipping costs. We've continued to experience impacts~~our businesses as well as higher labor costs from 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. Compensation costs are also higher due to the combination of a more competitive labor market and the inflationary environment in many jurisdictions where we operate. ~~The overall impact of increased costs, net of pricing~~These cost increases ~~and manufacturing efficiencies, had varying impacts on our businesses during the three months ended September 30, 2022. We expect higher~~were partially offset by lower input costs for some key substrates like paper, and supply constraints to persist, although we are unable to predict for how long. We believe we are advantaged in this environment versus smaller competitors because our scale provides us with a stronger supplier negotiation position for both costs and availability of supply.savings that resulted from the March 2023 cost reduction actions.

Consolidated Operating Expenses

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


In thousands	In thousands	Three Months Ended September 30,							In thousands	Three Months Ended September 30,
			2022			2021						2023			2022
Technology and development expense	Technology and development expense		$	74,475		$	67,277				Technology and development expense	$	74,330		$	74,475
% of revenue	% of revenue		10.6		%	10.2		%			% of revenue	9.8		%	10.6		%
Marketing and selling expense	Marketing and selling expense		$	200,930		$	174,697				Marketing and selling expense	$	192,188		$	200,930
% of revenue	% of revenue		28.6		%	26.6		%			% of revenue	25.4		%	28.6		%
General and administrative expense	General and administrative expense		$	54,072		$	46,548				General and administrative expense	$	48,341		$	54,072
% of revenue	% of revenue		7.7		%	7.1		%			% of revenue	6.4		%	7.7		%
Amortization of acquired intangible assets	Amortization of acquired intangible assets		$	12,350		$	13,458				Amortization of acquired intangible assets	$	9,886		$	12,350
% of revenue	% of revenue		1.8		%	2.0		%			% of revenue	1.3		%	1.8		%
Restructuring expense (1)	Restructuring expense (1)		$	1,820		$	(309)				Restructuring expense (1)	$	(334)		$	1,820
% of revenue	% of revenue		0.3		%	0.0		%			% of revenue	0.0		%	0.3		%

_____________________

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

Technology and development expense

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

Technology and development expenses ~~increased~~decreased by ~~$7.2~~$0.1 million for the three months ended September 30, ~~2022,~~2023 as compared to the prior year. ~~This increase~~The decrease is ~~primarily driven by $4.4 million of higher~~largely attributable to lower cash compensation costs of $2.0 million, due primarily ~~due~~ to ~~increases~~cost savings resulting from the March 2023 restructuring actions that reduced headcount, which were partially offset by the effect of our ~~inflation-adjusted~~ annual merit cycle and market adjustments. ~~Other operating~~This net compensation decrease was partially offset by higher volume-related third-party technology costs ~~increased~~ due in part to ~~higher~~increased customer demand, as well as the increased ~~travel and training costs. These increases were partially offset~~adoption of customer-facing technologies that are part of the mass customization platform. In addition, amortization expense from capitalized software increased $2.0 million, driven by ~~cost savings resulting from restructuring actions that reduced headcount in~~ the ~~fourth quarter of fiscal year 2022.~~higher 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 months ended September 30, ~~2022,~~2023, marketing and selling expenses ~~increased $26.2~~decreased by $8.7 million as compared to the prior year. The ~~largest increase~~expense decrease was due to lower compensation costs of $3.2 million due in ~~marketing and selling expenses was~~part to the March 2023 cost reduction actions. Other cost decreases include lower third-party consulting spend, mainly in our Vista business, ~~which had increased advertising~~and lower building costs ~~of $20.0 million and increased internal marketing and customer service costs of $4.9 million. The increases to Vista spend were primarily~~ driven by ~~higher~~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 by $1.0 million across Cimpress, due to the decrease of advertising spend in our Vista business of $10.2 million driven by lower mid- and upper-funnel spend, which was largely offset by advertising ~~and year-over-year growth in headcount for areas such as user experience, design, brand and data and analytics. Marketing and selling expense also increased~~spend increases across ~~each of~~ our other ~~reportable segments for the three months ended September 30, 2022, primarily~~businesses, most notably driven by an increase in our National Pen business due in part to ~~higher customer demand.~~timing effects of direct mail campaigns.

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 months ended September 30, ~~2022,~~2023, general and administrative expenses ~~increased~~decreased by ~~$7.5~~$5.7 million as compared to the prior ~~year, partly due to~~year. The decrease was driven by the nonrecurrence of $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. There were also increases~~model, as well as the reduction of ~~$1.7 million to compensation costs from the impacts~~third-party consulting spend. The exit of our ~~inflation-adjusted annual merit cycle~~business in China during fiscal year 2023 also decreased our general and ~~higher headcount year over~~administrative expenses by $0.7 million versus the prior year. ~~Other cost increases included higher travel and training costs.~~

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	In thousands	Three Months Ended September 30,	In thousands		Three Months Ended September 30,
			2022			2021			2023		2022
Gains on derivatives not designated as hedging instruments	Gains on derivatives not designated as hedging instruments		$	28,645		$	13,327	Gains on derivatives not designated as hedging instruments	$	8,312	$	28,645
Currency-related (losses) gains, net			(197)			323
Other losses			(1,051)			(480)
Currency-related losses, net								Currency-related losses, net	(2,699)		(197)
Other gains (losses)								Other gains (losses)	806		(1,051)
Total other income, net	Total other income, net		$	27,397		$	13,170	Total other income, net	$	6,419	$	27,397

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

Interest expense, net ~~decreased~~increased by ~~$0.9~~$4.4 million during the three months ended September 30, ~~2022,~~2023 as compared to the prior year, ~~period,~~ primarily due to a higher weighted-average interest rate (net of interest rate swaps) and partially offset by an increase in interest income earned on our cash and marketable securities ~~that more than offset the increase to interest expense that was driven by higher interest rates.~~of $1.2 million.

Income tax expense


In thousands	In thousands	Three Months Ended September 30,				In thousands	Three Months Ended September 30,
			2022					2021				2023			2022
Income tax expense	Income tax expense		$	9,365				$	9,381		Income tax expense	$	8,122		$	9,365
Effective tax rate	Effective tax rate		(60.9)		%			212.2		%	Effective tax rate	64.0		%	(60.9)		%

Income tax expense for the three months ended September 30, ~~2022~~2023 decreased versus the prior comparative period due to ~~decreased profits.~~various immaterial discrete items in both periods, offset by increased tax on increased profits as we reported pre-tax income for the three months ended September 30, 2023 and a pre-tax loss in the prior 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 ~~$1.1 million for the three months ended September 30, 2021.~~our currency hedging program.

In thousands
Three Months Ended September 30,
2022 2021 2022 vs. 2021
Reported Revenue $ 369,369 $ 349,480 6%
Segment EBITDA 30,737 66,920 (54)%
% of revenue 8 % 19 %
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 months ended September 30, ~~2022~~2023 was ~~negatively~~positively affected by a currency impact of ~~4%. Vista's organic~~1%, and constant-currency revenue growth was ~~8% when excluding~~6%. The constant-currency growth was reduced by higher backlog versus the prior year of approximately $4.3 million that we expect to benefit ~~from the recent acquisition of Depositphotos. Constant-currency growth remained strong~~revenue throughout the ~~quarter in Europe, and in North America,~~remainder of the fiscal year. Overall revenue growth was ~~soft in July but accelerated to double-digit growth in August and September, largely~~ driven by approximately even contribution from order growth and higher average order values from both product mix and pricing. Revenue grew across product categories with the ~~compounding benefits of our new platform and year-over-year pricing increases. From a product perspective, the strongest~~fastest growth ~~was~~continuing in the ~~categories of~~ promotional products, apparel, and gifts (PPAG), category, while marketing materials, packaging and labels, and signage ~~and business cards. Revenue growth was negatively impacted by a decline in face mask sales of $5.0 million~~all grew strongly year over year.

Segment Profitability

For the three months ended September 30, ~~2022,~~2023, segment EBITDA ~~declined~~increased by ~~$36.2 million. The decrease~~$43.7 million, due in part to segment EBITDA continues to be driven by the impact of higher investment levels. Gross profit declined slightly year-over-year as higher revenue, including from price increases, was more than offset by cost inflation and negative currency impacts; however, gross profit ~~increased when excluding~~growth as a result of the ~~year-over-year currency impact. Vista's advertising expense increased by $20.0 million, driven by higher mid-~~revenue growth described above, diminishing effects of inflationary pressure on key input costs and upper-funnel advertising which we are testing in certain markets as we believe it may improve awareness and consideration with customers and prospects, as well as reduce our reliance on paid search advertising.

There were also increased operating expenses of $13.2 million, driven mainly by $7.3 million of higher organic compensation costs related primarily to growth investments including the hiring of talent, especially in user experience, design, product management, and data and analytics, as well as the impacts of inflation-adjusted merit increases effective July 1, 2022, that were larger than recent years. These organic investments are in support of Vista's multi-year transformation journey to become the expert design and marketing partner to the world's small businesses. This year-over-year increase in compensation costs was smaller than for the fourth quarter of fiscal year 2022 as we significantly curtailed additional hiring in the current quarter. The increased expense from investment in headcount was partially offset by the benefit of ~~recent~~cost reduction actions implemented in March 2023. These collective benefits also resulted in stronger gross margins versus the prior year 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 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 ~~actions.~~

~~Increased investment in our acquired VistaCreate (Depositphotos) business also negatively impacted Vista's~~costs which do not impact segment EBITDA, ~~results by approximately $2.1 million.~~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 slightly positive impact year over year.

PrintBrothers


In thousands	In thousands	Three Months Ended September 30,							In thousands	Three Months Ended September 30,
			2022			2021					2022 vs. 2021		2023			2022			2023 vs. 2022
Reported Revenue	Reported Revenue		$	132,699		$	125,357				6%	Reported Revenue	$	152,221		$	132,699		15%
Segment EBITDA	Segment EBITDA		14,991			16,283					(8)%	Segment EBITDA	19,826			14,991			32%
% of revenue	% of revenue		11		%	13		%				% of revenue	13		%	11		%

Segment Revenue

PrintBrothers' reported revenue growth for the three months ended September 30, ~~2022~~2023 was ~~negatively~~positively affected by a currency ~~impact~~impacts of ~~17%~~9%, resulting in an increase to revenue on a constant-currency ~~revenue growth~~basis of ~~23%~~6%. ~~This strong~~Constant currency growth was driven primarily by ~~the recent introduction of new products,~~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

PrintBrothers' segment EBITDA ~~during~~for the three months ended September 30, 2022, as compared to the prior period, decreased due to year-over-year currency fluctuations that had a negative impact of $2.1 million. Despite a challenging supply chain and inflationary environment, segment EBITDA2023 grew ~~year-over-year when excluding the impact of currency,~~year over year, driven by the constant-currency revenue growth described above. We continue to invest in 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,above, as well as gross margin expansion which ~~we believe will further improve customer value and the efficiency of each business~~benefited from favorable product mix shifts, as well as operating expense efficiencies. Currency exchange fluctuations positively impacted segment EBITDA year over ~~the long term.~~year by $1.5 million.

The Print Group


In thousands	In thousands	Three Months Ended September 30,							In thousands	Three Months Ended September 30,
			2022			2021					2022 vs. 2021		2023			2022			2023 vs. 2022
Reported Revenue	Reported Revenue		$	76,823		$	72,820				6%	Reported Revenue	$	80,539		$	76,823		5%
Segment EBITDA	Segment EBITDA		12,220			14,389					(15)%	Segment EBITDA	13,608			12,220			11%
% of revenue	% of revenue		16		%	20		%				% of revenue	17		%	16		%

Segment Revenue

The Print Group's reported revenue for the three months ended September 30, ~~2022~~2023 was ~~negatively~~positively affected by a currency impact of ~~18%~~8%, resulting in ~~an increase~~a decrease to revenue on a constant-currency basis of ~~24%~~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 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 ~~from several core~~in direct customer channels and favorable product ~~categories and more recently introduced products.~~mix shifts.

Segment Profitability

The ~~decrease~~increase in The Print Group's segment EBITDA during the three months ended September 30, ~~2022,~~2023 as compared to the prior year was largely driven by ~~negative impacts~~gross profit growth as gross margins expanded materially, benefiting from ~~year-over-year currency~~a reduction in key input costs such as materials, shipping, and utilities, as well as improved manufacturing efficiencies. Currency exchange fluctuations ~~of $2.1 million. Excluding the impact of currency,~~positively impacted segment EBITDA ~~was flat year-over-year as the benefits from the revenue growth described above were largely offset~~year over year by ~~cost increases that included higher input costs driven by ongoing supply chain disruptions and higher energy costs.~~

~~National Pen~~

In thousands Three Months Ended September 30,
2022 2021 2022 vs. 2021
Reported Revenue $ 81,666 $ 69,264 18%
Segment EBITDA (1,297) (8,048) (84)%
% of revenue (2) % (12) %
$1.0 million.

National Pen


In thousands	Three Months Ended September 30,
	2023			2022			2023 vs. 2022
Reported Revenue	$	87,255		$	81,666		7%
Segment EBITDA	(8,303)			(1,297)			(540)%
% of revenue	(10)		%	(2)		%

Segment Revenue

For the three months ended September 30, ~~2022,~~2023, National Pen's revenue growth was ~~negatively~~positively affected by currency impacts of 6%2%, resulting in constant-currency revenue growth of ~~24%~~5%. ~~Direct marketing, e-commerce, and direct sales channels continued~~Constant-currency revenue growth was dampened by a prior-year revenue benefit of $2.2 million due to collectively drive the revenue growth. Growth across these channels was driven by price increases that have been implemented over the past year to address inflationary cost increases, as well as volume growth in core writing instruments. The year-over-year decline in face mask sales impacted National Pen's revenue by approximately $4.0 million, which was partially offset by a change in customer terms that ~~positively~~ impacted the timing of revenue recognition, ~~by $2.2~~as well as revenue growth headwinds from the prior-year exit from the Japanese market of $1.7 million. National Pen continued to deliver strong growth in its e-commerce channel and from fulfillment for other Cimpress businesses.

Segment Profitability

The ~~increase~~decrease in National Pen's segment EBITDA for the three months ended September 30, ~~2022~~2023 was driven by the ~~combination~~aforementioned revenue impacts, higher external marketing spend and the impact of ~~strong~~currency changes. National Pen's direct mail advertising is expensed earlier than the related revenue, ~~growth, gross margin expansion,~~and therefore we expect a ~~timing-related decrease in advertising as a percent~~portion of the higher spend to benefit revenue ~~limited operating expense growth, and savings from~~during the ~~recent decision to shut down its operations in Japan.~~

second quarter of the current fiscal year. Currency exchange fluctuations negatively impacted segment EBITDA year over year by $1.8 million.

All Other Businesses


In thousands	In thousands	Three Months Ended September 30,							In thousands	Three Months Ended September 30,
			2022			2021					2022 vs. 2021		2023			2022			2023 vs. 2022
Reported Revenue	Reported Revenue		$	51,827		$	47,871				8%	Reported Revenue	$	51,800		$	51,827		—%
Segment EBITDA	Segment EBITDA		6,178			4,891					26%	Segment EBITDA	6,458			6,178			5%
% of revenue	% of revenue		12		%	10		%				% 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.

Segment Revenue

All Other Businesses' constant-currency revenue ~~growth was 8%~~decreased by 1% during the three months ended September 30, ~~2022. BuildASign's~~2023. BuildASign generates the majority of revenue in this segment, and revenue declined slightly year over year as real estate signage product sales were down, driven by exposure to trends in the U.S. real estate market. Other signage products grew ~~at double-digit rates, with a modest decline~~ in ~~home decor products.~~this business. Printi delivered ~~strong~~ revenue growth ~~in the first quarter of fiscal year 2023~~ across product lines and ~~channels.~~channels supported by price increases implemented over the past year.

Segment Profitability

The increase in segment EBITDA for the three months ended September 30, ~~2022~~2023, as compared to the prior year, was primarily due to higher revenue and increased marketing efficiencies at both businesses. As Printi grows, it continues to increase gross margins and contribution margins, driving closer to delivering a positive contribution to segment EBITDA.

~~During~~ the ~~fourth quarter of~~ fiscal year ~~2022, we decided to divest~~2023 exit of our ~~small, loss-making~~ business in China, ~~(YSD),~~ which ~~is reported as part of this segment. We expect this divestiture to be completed during~~drove a small loss in the ~~second quarter of the current fiscal year. Our loss was lower this quarter due to the decreased operating expenses as we prepared to divest the business.~~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 ~~hosting and~~ security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our ~~Board~~tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor

relations, and the functions of ~~Directors,~~our CEO and ~~the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal.~~CFO. These costs also include certain unallocated share-based compensation costs.

~~During the fourth quarter of fiscal year 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our~~ Central 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 increased~~decreased by ~~$0.4~~$2.8 million during the three months ended September 30, ~~2022,~~2023 as compared to the prior ~~period,~~year's first quarter, driven by lower compensation costs due to compensation increases as a result of our inflation-adjusted annual merit cycle, hiring in our mass customization platform, and volume-related increases to central operating costs. Partially offsetting the compensation increases were savings from the March 2023 cost reduction actions, ~~taken in the fourth quarter of fiscal 2022 to reduce headcount. In addition, unallocated share-based compensation was~~as well as lower ~~versus the prior year, due in part because we granted RSUs and share options instead of PSUs in the current quarter.~~third-party consulting spend.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data


In thousands	In thousands	Three Months Ended September 30,				In thousands	Three Months Ended September 30,
		2022		2021					2023		2022
Net cash (used in) provided by operating activities		$	(25,251)	$	36,567
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	(101,043)		(13,181)				Net cash used in investing activities	(10,826)		(101,043)
Net cash used in financing activities	Net cash used in financing activities	(11,780)		(10,351)				Net cash used in financing activities	(35,065)		(11,780)

The cash flows during the three months ended September 30, ~~2022~~2023 related primarily to the following items:

Cash inflows:

•Net income of $4.6 million

•Adjustments for non-cash items of ~~$37.9~~$44.3 million primarily related to adjustments for depreciation and amortization of ~~$40.9~~$39.9 million, ~~and~~ share-based compensation costs of ~~$10.6~~$12.5 million, ~~which were~~ partially offset by ~~negative adjustments for~~ unrealized currency-related gains of ~~$14.8~~$4.4 million and deferred taxes of ~~$1.0~~$1.1 million

•~~Cash proceeds from derivative contracts of $14.6 million, which includes $7.8 million from the early termination of certain contracts~~

•Proceeds from the maturity of held-to-maturity securities of ~~$10.0~~$20.5 million

•Proceeds from the sale of assets of $5.6 million, which primarily included proceeds from the sale of our Japanese manufacturing facility following our prior year exit from the Japanese market.

Cash outflows:

•~~Net loss of $24.7 million~~

•~~Purchase of held-to-maturity securities for $84.0 million~~

•Total net working capital impacts of $38.4 million were a use of cash. The majority of this change in net working capital is impacted by increases to inventory that is held to mitigate the risk of supply availability due to ongoing supply chain disruptions

•~~Internal and external costs of $15.3 million for software and website development that we have capitalized~~

•Capital expenditures of ~~$11.8~~$22.6 million, of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

•~~$3.7~~Internal and external costs of $14.4 million ~~of distributions to noncontrolling interest holders~~for 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 $3.3 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 $2.4 million~~additional details.

•Payment of withholding taxes in connection with share awards of ~~$2.2~~$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

•Payments for finance lease arrangements of $2.8 million

Additional Liquidity and Capital Resources Information. At September 30, ~~2022,~~2023, we had ~~$132.1~~$125.2 million of cash and cash equivalents, ~~$124.2~~$22.6 million of marketable securities, and ~~$1,683.0~~$1,621.0 million of debt, excluding debt issuance costs and debt premiums and discounts. During the three months ended September 30, ~~2022,~~2023, we

financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, investments, operating cash flow, and borrowings under our debt arrangements.

~~Noncontrolling Interests.~~
~~The put options~~

We have historically used excess cash and cash equivalents for ~~several~~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 ~~noncontrolling interests are exercisable during the first half of~~2026 Notes. We expect to continue reducing our net leverage through fiscal year ~~2023. Exercising~~2024. Beyond fiscal year 2024, we expect to have the flexibility to opportunistically deploy capital that enhances our intrinsic value per share even while maintaining leverage similar to or below our pre-pandemic levels.

Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. We facilitate a ~~put~~voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice. The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution. Our responsibility is limited to making payment on the terms originally negotiated with each ~~noncontrolling interest holder, which creates uncertainty around the timing~~supplier, regardless of our cash outflow should an option be exercised. The total estimated redemption value for these noncontrolling interests' put options as of September 30, 2022 is $89.0 million, of which $4.7 million has already been exercisedwhether a supplier participates in the ~~second quarter of fiscal 2023.~~program. We do not believe there is a risk that our payment terms will be shortened in the near future. Refer to Note ~~10 in our~~2 of the accompanying consolidated financial statements for additional ~~details.~~information.

Indefinitely Reinvested Earnings. As of September 30, ~~2022,~~2023, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were ~~$49.7~~$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 September 30, ~~2022~~2023 are as follows:


In thousands	In thousands	Payments Due by Period										In thousands	Payments Due by Period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years			Total		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)	$	67,132	$	23,189	$	27,070	$	8,142	$	8,731	Operating leases, net of subleases (1)	$	82,031	$	21,336	$	27,126	$	14,848	$	18,721
Purchase commitments	Purchase commitments	251,010		137,201		99,476		14,333		—		Purchase commitments	285,698		218,404		43,461		12,833		11,000
Senior unsecured notes and interest payments		768,000		42,000		84,000		642,000		—
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)	1,410,602		71,425		144,679		137,085		1,057,413		Senior secured credit facility and interest payments (2)	1,466,500		96,659		188,851		1,180,990		—
Other debt	Other debt	6,698		2,499		3,867		332		—		Other debt	6,483		3,287		2,910		286		—
Finance leases, net of subleases (1)	Finance leases, net of subleases (1)	15,070		5,490		7,321		2,168		91		Finance leases, net of subleases (1)	33,916		7,839		8,793		4,577		12,707
Other		8,463		8,463		—		—		—

Total (3)	Total (3)	$	2,526,975	$	290,267	$	366,413	$	804,060	$	1,066,235	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 $9.1 million as of September 30, ~~2022~~2023 have been excluded from the contractual obligations table above. See Note 9 in our accompanying consolidated financial statements for further information on uncertain tax positions.

Operating Leases. We rent manufacturing facilities and office space under operating leases expiring on various dates through 2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with ~~$1.7~~$1.5 million in the aggregate outstanding as of September 30, ~~2022.~~2023.

Purchase Commitments. At September 30, ~~2022,~~2023, we had unrecorded commitments under contract of ~~$251.0~~$285.7 million. Purchase commitments consisted of ~~inventory,~~ third-party fulfillment and digital ~~service purchase commitments~~services of ~~$86.7~~$142.6 million; third-party cloud services of ~~$81.0~~$65.3 million; software of $22.2 million; advertising of ~~$15.2 million; software of $42.2~~$11.3 million; commitments for professional and consulting fees of ~~$5.0~~$7.2 million; production and computer equipment purchases of ~~$6.0~~$3.6 million; and other ~~unrecorded purchase~~ commitments of ~~$14.9~~$33.5 million.

Senior Secured Credit Facility and Interest Payments. As of September 30, ~~2022,~~2023, we have borrowings under our Restated Credit Agreement of ~~$1,076.3~~$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 ~~revolver~~Revolving Credit Facility with a maturity date of May 17, 2026, under our Restated Credit

Agreement, has ~~$243.8~~$244.2 million unused as of September 30, ~~2022.~~2023. There are no drawn amounts on the ~~revolver,~~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 ~~revolver~~Revolving Credit Facility will be due on May 17, 2026. Interest payable included in the above table is based on the interest rate as of ~~June~~September 30, ~~2022~~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 and has been included~~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 ~~table above.~~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 September 30, ~~2022,~~2023, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2026 Notes. Refer to Note 8 in our accompanying consolidated financial statements for additional information.

Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of September 30, ~~2022,~~2023, we had ~~$6.7~~$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 September 30, ~~2022~~2023 is ~~$19.3~~$28.7 million, net of accumulated depreciation of ~~$38.2~~$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 September 30, ~~2022~~2023 amounts to ~~$21.1~~$37.8 million.

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

Additional Non-GAAP Financial Measures

Adjusted EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization plus share-based compensation expense plus proceeds from insurance not already included in operating income plus earn-out related charges plus certain impairments plus restructuring related charges plus realized gains or losses on currency derivatives less the gain or loss on purchase or sale of ~~subsidiaries.~~subsidiaries as well as the disposal of assets.

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

financial information prepared in accordance with GAAP.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. During the current 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 months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


In thousands	In thousands	Three Months Ended September 30,			In thousands	Three Months Ended September 30,
			2022				2021			2023		2022
GAAP operating (loss) income			$	(17,967)			$	16,939
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		40,942				44,432		Depreciation and amortization	39,942		40,942

Share-based compensation expense	Share-based compensation expense		10,475				11,006		Share-based compensation expense	12,453		10,475

Certain impairments and other adjustments	Certain impairments and other adjustments		3,456				(780)		Certain impairments and other adjustments	525		3,456
Restructuring-related charges	Restructuring-related charges		1,820				(309)		Restructuring-related charges	(334)		1,820

Realized gains (losses) on currency derivatives not included in operating (loss) income (1)			6,869				(3,672)
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		$	45,595			$	67,616	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 three months ended September 30, ~~2022~~2023 and ~~2021:~~2022:


In thousands	In thousands	Three Months Ended September 30,			In thousands	Three Months Ended September 30,
			2022				2021			2023		2022
Net cash (used in) provided by operating activities (1)			$	(25,251)			$	36,567
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		(11,758)				(8,624)		Purchases of property, plant and equipment	(22,565)		(11,758)
Purchases of intangible assets not related to acquisitions			—				—

Capitalization of software and website development costs	Capitalization of software and website development costs		(15,330)				(15,639)		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			$	(52,339)			$	12,304
Adjusted free cash flow (1)									Adjusted free cash flow (1)	$	10,928	$	(52,217)

_________________

(1) ~~The decrease~~During the current quarter, we revised our adjusted free cash flow definition to include proceeds from the sale of ~~net cash provided by operating activities was driven by the decrease in operating income as described earlier in~~assets. We have revised all periods presented to incorporate this ~~section, as well as unfavorable changes in working capital due largely to increased inventory levels intended to mitigate supply chain risks during our seasonally significant second quarter.~~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 September 30, ~~2022,~~2023, our cash and cash equivalents consisted of standard depository accounts, which are held for working capital purposes, money market funds, and marketable securities with an original maturity of less than 90 days. We do not believe we have a material exposure to interest rate fluctuations related to our cash and cash equivalents.

As of September 30, ~~2022,~~2023, we had $~~1,076~~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 September 30, ~~2022,~~2023, a hypothetical 100 basis point increase in rates, inclusive of the impact of our outstanding interest rate swaps that are accruing interest as of September 30, ~~2022,~~2023, would result in a ~~$7.0~~$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 ~~$6.6~~$4.0 million on our ~~loss~~income (loss) before income taxes for the three months ended September 30, ~~2022.~~2023.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2022.~~2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, ~~2022,~~2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, ~~2022~~2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes with respect to the risk factors we disclosed in our Form 10-K for the fiscal year ended June 30, ~~2022.~~2023.

Item 6. Exhibits and Financial Statement Schedules


Exhibit No.						Description
10.1						Form of ~~Non-Qualified~~Performance-Based Restricted Share ~~Option~~Unit Agreement based on fiscal year 2024 Cimpress financial performance under ~~our~~the 2020 Equity Incentive Plan
10.2						Form of Performance-Based Restricted Share Unit Agreement based on fiscal year 2024 Vista financial performance under the 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

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.

October ~~27, 2022~~26, 2023 Cimpress plc


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


Consolidated Balance Sheets	As of September 30, 2021
	Reported		Adjustments		Revised
Accumulated other comprehensive loss	$	(83,732)	$	16,545	$	(67,187)
Retained earnings	532,414		(16,545)		515,869






Consolidated Statements of Operations	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Other income (expense), net	$	22,197	$	(9,027)	$	13,170
Income (loss) before income taxes	13,448		(9,027)		4,421
Net income (loss)	4,067		(9,027)		(4,960)
Net income (loss) attributable to Cimpress plc	2,329		(9,027)		(6,698)
Net income (loss) per share attributable to Cimpress plc:
Basic	$	0.09	$	(0.35)	$	(0.26)
Diluted	$	0.09	$	(0.35)	$	(0.26)

Consolidated Statements of Comprehensive Loss	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss)	$	4,067	$	(9,027)	$	(4,960)
Foreign currency translation losses, net of hedges	(9,210)		9,027		(183)

Consolidated Statements of Shareholders' Deficit	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss) attributable to Cimpress plc	$	2,329	$	(9,027)	$	(6,698)
Foreign currency translation, net of hedges	(8,353)		9,027		674

Consolidated Statements of Cash Flows	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss)	$	4,067	$	(9,027)	$	(4,960)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(8,853)		9,027		174


	Three Months Ended September 30, 2021
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	244,449	$	—	$	—	$	41,038	$	41,308	$	326,795
Europe	71,533		125,128		71,155		20,851		—		288,667
Other	32,796		—		—		3,533		5,808		42,137
Inter-segment	702		229		1,665		3,842		755		7,193
Total segment revenue	349,480		125,357		72,820		69,264		47,871		664,792
Less: inter-segment elimination	(702)		(229)		(1,665)		(3,842)		(755)		(7,193)
Total external revenue	$	348,778	$	125,128	$	71,155	$	65,422	$	47,116	$	657,599