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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 endedDecember 31, 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)
_________________________________
Ireland98-0417483
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
First Floor Building 3, Finnabair Business and Technology Park A91 XR61,
Dundalk, Co. Louth,
Ireland
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 353 42 938 8500
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s) Name of Exchange on Which Registered
Ordinary Shares, nominal value of €0.01 per shareCMPR 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
  þ
Accelerated filer☐Non-accelerated filer☐
 Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes ☐     No þ
As of January 29, 2024, there were 26,636,591 Cimpress plc ordinary shares outstanding.



CIMPRESS PLC
QUARTERLY REPORT ON FORM 10-Q
For the Three and Six Months Ended December 31, 2023

TABLE OF CONTENTS

Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of December 31, 2023 and June 30, 2023
1
Consolidated Statements of Operations for the three and six months ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended December 31, 2023 and 2022
Consolidated Statements of Shareholders' Deficit for the three and six months ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
Signatures


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CIMPRESS PLC
CONSOLIDATED BALANCE SHEETS
(unaudited in thousands, except share and per share data)
December 31,
2023		June 30,
2023
Assets  
Current assets:  
Cash and cash equivalents$274,208 $130,313 
Marketable securities17,239 38,540 
Accounts receivable, net of allowances of $7,470 and $6,630, respectively
63,222 67,353 
Inventory104,635 107,835 
Prepaid expenses and other current assets118,730 96,986 
Total current assets578,034 441,027 
Property, plant and equipment, net276,901 287,574 
Operating lease assets, net69,228 76,776 
Software and website development costs, net97,822 95,315 
Deferred tax assets11,773 12,740 
Goodwill790,967 781,541 
Intangible assets, net90,617 109,196 
Marketable securities, non-current— 4,497 
Other assets32,647 46,193 
Total assets$1,947,989 $1,854,859 
Liabilities, noncontrolling interests and shareholders’ deficit 
Current liabilities: 
Accounts payable$343,997 $285,784 
Accrued expenses265,461 257,109 
Deferred revenue45,113 44,698 
Short-term debt11,083 10,713 
Operating lease liabilities, current20,403 22,559 
Other current liabilities21,649 24,469 
Total current liabilities707,706 645,332 
Deferred tax liabilities44,611 47,351 
Long-term debt1,600,942 1,627,243 
Operating lease liabilities, non-current51,550 56,668 
Other liabilities81,704 90,058 
Total liabilities2,486,513 2,466,652 
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests (Note 10)13,392 10,893 
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; 44,604,367 and 44,315,855 shares issued, respectively; 26,633,120 and 26,344,608 shares outstanding, respectively
621 615 
Treasury shares, at cost, 17,971,247 shares for both periods presented
(1,363,550)(1,363,550)
Additional paid-in capital560,019 539,454 
Retained earnings297,590 235,396 
Accumulated other comprehensive loss(47,223)(35,060)
Total shareholders’ deficit attributable to Cimpress plc(552,543)(623,145)
Noncontrolling interests (Note 10)627 459 
Total shareholders' deficit(551,916)(622,686)
Total liabilities, noncontrolling interests and shareholders’ deficit$1,947,989 $1,854,859 
See accompanying notes.
1

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited in thousands, except share and per share data)
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Revenue$921,363 $845,202 $1,678,657 $1,548,617 
Cost of revenue (1)463,423 455,393 862,206 833,128 
Technology and development expense (1)79,961 77,723 154,291 152,198 
Marketing and selling expense (1)211,843 205,148 404,031 406,078 
General and administrative expense (1)48,793 49,791 97,134 103,863 
Amortization of acquired intangible assets9,181 12,362 19,067 24,712 
Restructuring expense (1)483 11,207 149 13,027 
Income from operations107,679 33,578 141,779 15,611 
Other (expense) income, net(391)(17,392)6,028 10,005 
Interest expense, net(30,588)(28,597)(59,788)(53,403)
Gain on early extinguishment of debt349 — 1,721 — 
Income (loss) before income taxes77,049 (12,411)89,740 (27,787)
Income tax expense16,795 126,129 24,917 135,494 
Net income (loss)60,254 (138,540)64,823 (163,281)
Add: Net (income) attributable to noncontrolling interests(2,149)(1,460)(2,164)(2,160)
Net income (loss) attributable to Cimpress plc$58,105 $(140,000)$62,659 $(165,441)
Basic net income (loss) per share attributable to Cimpress plc$2.18 $(5.34)$2.36 $(6.31)
Diluted net income (loss) per share attributable to Cimpress plc$2.14 $(5.34)$2.31 $(6.31)
Weighted average shares outstanding — basic26,609,929 26,234,747 26,539,349 26,206,782 
Weighted average shares outstanding — diluted27,179,073 26,234,747 27,129,264 26,206,782 
____________________________________________
(1) Share-based compensation expense is allocated as follows:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Cost of revenue$229 $176 $396 $369 
Technology and development expense5,700 4,267 9,909 7,308 
Marketing and selling expense3,089 1,752 5,307 4,211 
General and administrative expense8,631 5,352 14,490 10,134 
Restructuring expense— 493 — 649 

See accompanying notes.
2

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited in thousands)
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Net income (loss)$60,254 $(138,540)$64,823 $(163,281)
Other comprehensive income (loss), net of tax:
Foreign currency translation (losses) gains, net of hedges(2,053)11,120 (5,840)2,938 
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges(10,271)(5,649)(2,592)11,111 
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments55 3,136 (3,493)198 
Comprehensive income (loss)47,985 (129,933)52,898 (149,034)
Add: Comprehensive (income) loss attributable to noncontrolling interests(2,481)2,015 (2,402)2,662 
Total comprehensive income (loss) attributable to Cimpress plc$45,504 $(127,918)$50,496 $(146,372)
See accompanying notes.
3

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(unaudited in thousands)

Ordinary SharesTreasury Shares
Number of
Shares
Issued		AmountNumber
of
Shares Issued		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated Other
Comprehensive
Loss		Total
Shareholders’
Deficit
Balance at June 30, 202244,084 $615 (17,971)$(1,363,550)$501,003 $414,138 $(47,128)$(494,922)
Restricted share units vested, net of shares withheld for taxes112 — — — (2,212)— — (2,212)
Share-based compensation expense— — — — 10,653 — — 10,653 
Net loss attributable to Cimpress plc— — — — — (25,441)— (25,441)
Redeemable noncontrolling interest accretion to redemption value— — — — — (2,725)— (2,725)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges— — — — — — 13,822 13,822 
Foreign currency translation, net of hedges— — — — — (6,835)(6,835)
Balance at September 30, 202244,196 $615 (17,971)$(1,363,550)$509,444 $385,972 $(40,141)$(507,660)
Restricted share units vested, net of shares withheld for taxes15 — (158)— — (158)
Share-based compensation expense— — — — 12,245 — 12,245 
Net loss attributable to Cimpress plc— — — — — (140,000)— (140,000)
Redeemable noncontrolling interest accretion to redemption value— — — — — 10,180 — 10,180 
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges— — — — — — (2,513)(2,513)
Foreign currency translation, net of hedges— — — — — — 14,595 14,595 
Balance at December 31, 202244,211 $615 (17,971)$(1,363,550)$521,531 $256,152 $(28,059)$(613,311)
See accompanying notes.











4

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)
(unaudited in thousands)

Ordinary SharesTreasury Shares
Number of
Shares
Issued		AmountNumber
of
Shares Issued		AmountAdditional
Paid-in
Capital		Retained
Earnings		Accumulated Other
Comprehensive
Loss		Total
Shareholders’
Deficit
Balance at June 30, 202344,316 $615 (17,971)$(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 taxes2 — — — 82 — — 82 
Restricted share units vested, net of shares withheld for taxes236 — (8,403)— — (8,403)
Share-based compensation expense— — — — 12,621 — — 12,621 
Net income attributable to Cimpress plc— — — — — 4,554 — 4,554 
Redeemable noncontrolling interest accretion to redemption value— — — — — (330)— (330)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges— — — — — — 4,131 4,131 
Foreign currency translation, net of hedges— — — — — — (3,693)(3,693)
Balance at September 30, 202344,554 $615 (17,971)$(1,363,550)$543,754 $239,620 $(34,622)$(614,183)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes— — — — 6 — — 6 
Restricted share units vested, net of shares withheld for taxes50 6 (1,792)— — (1,786)
Share-based compensation expense— — — — 18,051 — — 18,051 
Net income attributable to Cimpress plc— — — — — 58,105 — 58,105 
Redeemable noncontrolling interest accretion to redemption value— — — — — (135)— (135)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges— — — — — — (10,216)(10,216)
Foreign currency translation, net of hedges— — — — — — (2,385)(2,385)
Balance at December 31, 202344,604 $621 (17,971)$(1,363,550)$560,019 $297,590 $(47,223)$(552,543)
See accompanying notes.
5
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)

Six Months Ended December 31,
 20232022
Operating activities
Net income (loss)$64,823 $(163,281)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization79,031 81,816 
Share-based compensation expense30,102 22,671 
Deferred taxes(2,115)116,927 
Gain on early extinguishment of debt
(1,721)— 
Unrealized loss on derivatives not designated as hedging instruments included in net income (loss)
4,868 25,897 
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency(10,663)(4,982)
Other non-cash items(770)11,908 
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable2,521 (5,465)
Inventory5,309 (26,249)
Prepaid expenses and other assets881 (13,176)
Accounts payable55,017 10,960 
Accrued expenses and other liabilities(10,083)(1,151)
Net cash provided by operating activities217,200 55,875 
Investing activities
Purchases of property, plant and equipment(33,955)(26,490)
Business acquisitions, net of cash acquired— (498)
Capitalization of software and website development costs(28,344)(29,246)
Proceeds from the sale of assets5,988 1,365 
Purchases of marketable securities— (84,030)
Proceeds from maturity of held-to-maturity investments25,916 32,330 
Net cash used in investing activities(30,395)(106,569)
Financing activities
Proceeds from borrowings of debt 520 10,000 
Payments of debt(7,675)(16,586)
Payments for early redemption of 7% Senior Notes due 2026(24,471)— 
Payments of debt issuance costs— (51)
Payments of purchase consideration included in acquisition-date fair value— (225)
Payments of withholding taxes in connection with equity awards(10,188)(2,370)
Payments of finance lease obligations(4,880)(4,264)
Purchase of noncontrolling interests— (95,567)
Proceeds from issuance of ordinary shares88 — 
Distributions to noncontrolling interests(549)(3,652)
Net cash used in financing activities
(47,155)(112,715)
Effect of exchange rate changes on cash4,245 1,765 
Change in cash held for sale— (4,130)
Net increase (decrease) in cash and cash equivalents143,895 (165,774)
Cash and cash equivalents at beginning of period130,313 277,053 
Cash and cash equivalents at end of period$274,208 $111,279 
See accompanying notes.
6

CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)
Six Months Ended December 31,
20232022
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest$66,646 $50,820 
Income taxes26,434 11,166 
Cash received during the period for:
Interest6,165 5,028 
Non-cash investing and financing activities
Property and equipment acquired under finance leases2,209 8,643 
Amounts accrued related to property, plant and equipment6,561 9,903 
Amounts accrued related to capitalized software development costs189 82 
Amounts accrued related to business acquisitions— 6,838 
See accompanying notes.
7

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 collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. 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, 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.
Marketable Securities
We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium-term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.
We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, 2023 and 2022.

8

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

December 31, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Corporate debt securities$12,247 $(58)$12,189 
U.S. government securities4,992 (33)4,959 
Total held-to-maturity securities$17,239 $(91)$17,148 

June 30, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Commercial paper$15,982 $(10)$15,972 
Corporate debt securities16,298 (190)16,108 
U.S. government securities6,260 (69)6,191 
Total due within one year or less38,540 (269)38,271 
Due between one and two years:
Corporate debt securities1,498 (35)1,463 
U.S. government securities2,999 (66)2,933 
Total due between one and two years4,497 (101)4,396 
Total held-to-maturity securities$43,037 $(370)$42,667 

Other (Expense) Income, Net
The following table summarizes the components of other (expense) income, net:
 Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
(Losses) gains on derivatives not designated as hedging instruments (1)
$(13,668)$(24,196)$(5,356)$4,449 
Currency-related gains, net (2)
13,062 6,227 10,363 6,030 
Other gains (losses)
215 577 1,021 (474)
Total other (expense) income, net
$(391)$(17,392)$6,028 $10,005 
_____________________
(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.

Net Income (Loss) Per Share Attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net 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.

9

The following table sets forth the reconciliation of the weighted-average number of ordinary shares:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Weighted average shares outstanding, basic
26,609,929 26,234,747 26,539,349 26,206,782 
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)
569,144 — 589,915 — 
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc
27,179,073 26,234,747 27,129,264 26,206,782 
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)
192,204 3,286,936 189,927 2,987,875 
___________________
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.
(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412, respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.

Share-based Compensation

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

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

Assets Held for Sale

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

10

Recently Issued or Adopted Accounting Pronouncements

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

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

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

Accounting Standards to be Adopted
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026. Early adoption is permitted, but we do not intend to early adopt this standard.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard.

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.
11

•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
 December 31, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$14,362 $— $14,362 $— 
Currency forward contracts89 — 89 — 
Total assets recorded at fair value$14,451 $— $14,451 $— 
Liabilities
Cross-currency swap contracts$(2,456)$— $(2,456)$— 
Currency forward contracts(4,761)— (4,761)— 
Currency option contracts(4,445)— (4,445)— 
Total liabilities recorded at fair value$(11,662)$— $(11,662)$— 
 June 30, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$19,218 $— $19,218 $— 
Currency forward contracts2,301 — 2,301 — 
Currency option contracts990 — 990 — 
Total assets recorded at fair value$22,509 $— $22,509 $— 
Liabilities
Cross-currency swap contracts$(1,777)$— $(1,777)$— 
Currency forward contracts(4,485)— (4,485)— 
Currency option contracts(3,055)— (3,055)— 
Total liabilities recorded at fair value$(9,317)$— $(9,317)$— 

During the six months ended December 31, 2023 and year ended June 30, 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 risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our
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derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

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

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

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.
4. Derivative Financial Instruments
We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.
The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net.
Hedges of Interest Rate Risk
We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.
As of December 31, 2023, we estimate that $4,356 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024. As of December 31, 2023, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.
Our interest rate swap contracts have varying start and maturity dates through April 2028.
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Interest rate swap contracts outstanding:Notional Amounts
Contracts accruing interest as of December 31, 2023 (1)
$245,000 
Contracts with a future start date430,000 
Total$675,000 
________________________
(1) Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.
Hedges of Currency Risk
Cross-Currency Swap Contracts
We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.
Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of December 31, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478, maturing during June 2024. We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.
Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of December 31, 2023, we estimate that $809 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024.
Other Currency Hedges
We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.
As of December 31, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $323,242 that matures in May 2028.
We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, 2023 and 2022, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.
In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 8 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other
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currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.
As of December 31, 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, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:
Notional AmountEffective DateMaturity DateNumber of InstrumentsIndex
$626,697March 2022 through December 2023Various dates through December 2025608Various

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Financial Instrument Presentation
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.
December 31, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther current assets / other assets$14,622 $(260)$14,362 Other liabilities$— $— $— 
Cross-currency swapsOther assets— — — Other current liabilities(2,456)— $(2,456)
Total derivatives designated as hedging instruments$14,622 $(260)$14,362 $(2,456)$— $(2,456)
Derivatives not designated as hedging instruments
Currency forward contractsOther current assets / other assets$186 $(97)$89 Other current liabilities / other liabilities$(6,534)$1,773 $(4,761)
Currency option contractsOther assets— — — Other current liabilities / other liabilities(4,445)— (4,445)
Total derivatives not designated as hedging instruments$186 $(97)$89 $(10,979)$1,773 $(9,206)

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June 30, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther assets$19,341 $(123)$19,218 Other liabilities$— $— $— 
Cross-currency swapsOther 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 contractsOther current assets / other assets$2,873 $(572)$2,301 Other current liabilities / other liabilities$(6,074)$1,589 $(4,485)
Currency option contractsOther current assets / other assets990 — 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 $(7,540)
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three and six months ended December 31, 2023 and 2022:
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(8,081)$(1,266)$(1,950)$11,688 
Cross-currency swaps(2,190)(4,383)(642)(577)
Derivatives in net investment hedging relationships
Intercompany loan(9,319)(18,636)(3,545)(5,684)
Currency forward contracts— — (1,080)— 
Total$(19,590)$(24,285)$(7,217)$5,427 
The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022:
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into IncomeAffected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(2,274)$(1,089)$(4,496)$(692)Interest expense, net
Cross-currency swaps2,230 4,606 294 864 Other (expense) income, net
Total before income tax(44)3,517 (4,202)172 Income (loss) before income taxes
Income tax98 (381)709 26 Income tax expense
Total$54 $3,136 $(3,493)$198 
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The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting.
Amount of Gain (Loss) Recognized in Net Income (Loss)
Affected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Currency contracts$(13,668)$(24,196)$(5,356)$4,449 Other (expense) income, net
Total$(13,668)$(24,196)$(5,356)$4,449 
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 $464 for the six months ended December 31, 2023:
Gains on cash flow hedges (1)Losses on pension benefit obligationTranslation adjustments, net of hedges (2)Total
Balance as of June 30, 2023
$12,297 $(356)$(47,001)$(35,060)
Other comprehensive income before reclassifications (2,592)— (6,078)(8,670)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)
(3,493)— — (3,493)
Net current period other comprehensive loss
(6,085)— (6,078)(12,163)
Balance as of December 31, 2023
$6,212 $(356)$(53,079)$(47,223)
________________________
(1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
(2) As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023. Intercompany loan hedge gains of $33,199 and $38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively.
6. Goodwill
The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows:
VistaPrintBrothersThe Print GroupAll Other BusinessesTotal
Balance as of June 30, 2023
$295,731 $141,092 $149,797 $194,921 $781,541 
Effect of currency translation adjustments (1)4,120 2,778 2,528 — 9,426 
Balance as of December 31, 2023
$299,851 $143,870 $152,325 $194,921 $790,967 
________________________
(1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.

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7. Other Balance Sheet Components
Accrued expenses included the following:
 December 31, 2023June 30, 2023
Compensation costs$72,897 $74,879 
Income and indirect taxes (1)
60,893 53,266 
Advertising costs (1)
23,141 16,548 
Third party manufacturing and digital content costs (1)
20,713 17,380 
Shipping costs (1)
15,294 11,146 
Variable compensation incentives7,971 9,413 
Sales returns
6,175 6,441 
Interest payable
3,336 2,847 
Professional fees2,532 2,743 
Restructuring costs (2)
762 7,567 
Other51,747 54,879 
Total accrued expenses$265,461 $257,109 
______________________
(1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year.
(2) The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023. Refer to Note 13 for additional details.
Other current liabilities included the following:
December 31, 2023June 30, 2023
Current portion of finance lease obligations$8,978 $9,938 
Short-term derivative liabilities11,624 9,865 
Other1,047 4,666 
Total other current liabilities$21,649 $24,469 
Other liabilities included the following:
December 31, 2023June 30, 2023
Long-term finance lease obligations$31,119 $29,822 
Long-term compensation incentives16,417 22,286 
Mandatorily redeemable noncontrolling interest9,910 12,018 
Long-term derivative liabilities2,167 1,737 
Other22,091 24,195 
Total other liabilities$81,704 $90,058 
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8. Debt
December 31, 2023June 30, 2023
7.0% Senior Notes due 2026 $522,135 $548,300 
Senior secured credit facility1,098,366 1,098,613 
Other5,824 7,076 
Debt issuance costs and discounts, net of debt premiums(14,300)(16,033)
Total debt outstanding, net1,612,025 1,637,956 
Less: short-term debt (1)11,083 10,713 
Long-term debt$1,600,942 $1,627,243 
_____________________
(1) Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,532 and $3,526, respectively.
Our various debt arrangements described below contain customary representations, warranties, and events of default. As of December 31, 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 ("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 Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0.50%) plus 3.50%, and
◦a €300,000 tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%; and
•A $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility currently bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0%) plus 2.50% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.
The 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 December 31, 2023, we have borrowings under the Restated Credit Agreement of $1,098,366 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023.
As of December 31, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 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.
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Senior Unsecured Notes
As of December 31, 2023, we have $522,135 in aggregate principal outstanding of our 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. During the six months ended December 31, 2023, we purchased an aggregate principal amount of $26,165 for a purchase price of $24,471, as well as the related settlement of unpaid interest. For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $349 and $1,721, respectively.
Other Debt
Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, 2023 and June 30, 2023, we had $5,824 and $7,076, respectively, outstanding for those obligations that are payable through September 2027.
9. Income Taxes
Our income tax expense was $16,795 and $24,917 for the three and six months ended December 31, 2023, respectively, as compared to $126,129 and $135,494 for the three and six months ended December 31, 2022, respectively. Tax expense decreased year over year primarily related to the full valuation allowance that was recorded in the second quarter of fiscal year 2023 on Swiss deferred tax assets of $116,694 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. This was partially offset by increased tax on increased profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2024 than for fiscal year 2023 primarily due to forecasted pre-tax profits in fiscal year 2024 as compared to a pre-tax loss in fiscal year 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 December 31, 2023 we had unrecognized tax benefits of $16,141, including accrued interest and penalties of $1,953. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $7,275 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $1,200 to $1,300 related to the lapse of applicable statutes of limitations or settlement. We believe we have appropriately provided for all tax uncertainties.
    
We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2023 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 2023 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

10. Noncontrolling Interests
Redeemable Noncontrolling Interests
For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. These noncontrolling interests span multiple businesses and reportable segments.
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The following table presents the reconciliation of changes in our noncontrolling interests:
Redeemable Noncontrolling InterestNoncontrolling Interest
Balance as of June 30, 2023$10,893 $459 
Accretion to redemption value recognized in retained earnings (1)465 — 
Accretion to redemption value recognized in net income attributable to noncontrolling interests (1)1,915 — 
Net income attributable to noncontrolling interests92 157 
Distribution to noncontrolling interests(200)— 
Foreign currency translation227 11 
Balance as of December 31, 2023$13,392 $627 
_________________
(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.
11. Segment Information
Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), for purposes of making decisions about how to allocate resources and assess performance.
As of December 31, 2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:
•Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution.
•PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland .
•The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom.
•National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts.
•All Other Businesses - Includes two businesses grouped together based on materiality.
◦BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products.
◦Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil.
Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; 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 fair value 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.
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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.
Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.
Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Revenue:
Vista$485,151 $437,736 $881,798 $807,105 
PrintBrothers165,148 148,598 317,369 281,297 
The Print Group93,268 89,336 173,807 166,159 
National Pen130,572 120,621 217,827 202,287 
All Other Businesses60,283 59,998 112,083 111,825 
Total segment revenue934,422 856,289 1,702,884 1,568,673 
Inter-segment eliminations (1)(13,059)(11,087)(24,227)(20,056)
Total consolidated revenue$921,363 $845,202 $1,678,657 $1,548,617 
_____________________
(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.
Three Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$325,693 $— $— $59,229 $50,570 $435,492 
Europe131,138 164,378 90,026 63,482 — 449,024 
Other27,880 — — 2,031 6,936 36,847 
Inter-segment440 770 3,242 5,830 2,777 13,059 
   Total segment revenue485,151 165,148 93,268 130,572 60,283 934,422 
Less: inter-segment elimination(440)(770)(3,242)(5,830)(2,777)(13,059)
Total external revenue$484,711 $164,378 $90,026 $124,742 $57,506 $921,363 
Six Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$614,748 $— $— $111,964 $92,784 $819,496 
Europe216,545 315,920 167,828 91,219 — 791,512 
Other49,770 — — 3,408 14,471 67,649 
Inter-segment735 1,449 5,979 11,236 4,828 24,227 
   Total segment revenue881,798 317,369 173,807 217,827 112,083 1,702,884 
Less: inter-segment elimination(735)(1,449)(5,979)(11,236)(4,828)(24,227)
Total external revenue$881,063 $315,920 $167,828 $206,591 $107,255 $1,678,657 

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Three Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$298,698 $— $— $62,208 $52,200 $413,106 
Europe112,698 148,089 86,291 50,799 — 397,877 
Other25,838 — — 2,130 6,251 34,219 
Inter-segment502 509 3,045 5,484 1,547 11,087 
   Total segment revenue437,736 148,598 89,336 120,621 59,998 856,289 
Less: inter-segment elimination(502)(509)(3,045)(5,484)(1,547)(11,087)
Total external revenue$437,234 $148,089 $86,291 $115,137 $58,451 $845,202 
Six Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$572,355 $— $— $111,655 $95,492 $779,502 
Europe185,493 280,471 161,282 75,744 — 702,990 
Other48,245 — — 4,682 13,198 66,125 
Inter-segment1,012 826 4,877 10,206 3,135 20,056 
   Total segment revenue807,105 281,297 166,159 202,287 111,825 1,568,673 
Less: inter-segment elimination(1,012)(826)(4,877)(10,206)(3,135)(20,056)
Total external revenue$806,093 $280,471 $161,282 $192,081 $108,690 $1,548,617 
___________________
(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein.
The following table includes segment EBITDA by reportable segment, total income (loss) from operations and total income (loss) before income taxes:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Segment EBITDA:
Vista$103,176 $55,157 $177,600 $85,894 
PrintBrothers28,341 19,509 48,167 34,500 
The Print Group18,442 13,681 32,050 25,901 
National Pen25,865 24,783 17,562 23,486 
All Other Businesses7,983 5,406 14,441 11,584 
Total segment EBITDA183,807 118,536 289,820 181,365 
Central and corporate costs(35,967)(33,802)(67,747)(68,380)
Depreciation and amortization(39,089)(40,874)(79,031)(81,816)
Restructuring-related charges(483)(11,207)(149)(13,027)
Certain impairments and other adjustments (589)925 (1,114)(2,531)
Total income from operations107,679 33,578 141,779 15,611 
Other (expense) income, net
(391)(17,392)6,028 10,005 
Interest expense, net(30,588)(28,597)(59,788)(53,403)
Gain on early extinguishment of debt
349 — 1,721 — 
Income (loss) before income taxes
$77,049 $(12,411)$89,740 $(27,787)
24


 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Depreciation and amortization:
Vista$13,176 $14,193 $28,051 $28,863 
PrintBrothers4,024 5,149 7,913 9,922 
The Print Group6,000 5,799 11,822 11,661 
National Pen4,992 5,795 10,180 11,686 
All Other Businesses4,509 4,326 9,056 8,842 
Central and corporate costs6,388 5,612 12,009 10,842 
Total depreciation and amortization$39,089 $40,874 $79,031 $81,816 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Purchases of property, plant and equipment:
Vista$5,859 $6,445 $9,470 $9,569 
PrintBrothers90 1,053 5,242 1,761 
The Print Group2,547 5,270 11,043 10,089 
National Pen1,486 846 4,155 2,447 
All Other Businesses1,181 767 3,416 1,835 
Central and corporate costs227 351 629 789 
Total purchases of property, plant and equipment$11,390 $14,732 $33,955 $26,490 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Capitalization of software and website development costs:
Vista$6,050 $5,139 $12,690 $11,774 
PrintBrothers456 1,069 913 1,458 
The Print Group1,056 771 1,750 1,261 
National Pen1,171 512 1,976 1,100 
All Other Businesses1,110 899 2,297 1,823 
Central and corporate costs4,104 5,526 8,718 11,830 
Total capitalization of software and website development costs$13,947 $13,916 $28,344 $29,246 
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The following table sets forth long-lived assets by geographic area:
 December 31, 2023June 30, 2023
Long-lived assets (1):  
United States (2)
$70,927 $83,956 
Switzerland74,769 73,857 
Netherlands62,759 65,547 
Canada54,588 57,328 
Italy40,318 42,377 
France31,268 29,302 
Germany31,402 27,813 
Australia19,836 19,664 
Jamaica (3)
910 17,834 
Other88,035 86,690 
Total$474,812 $504,368 
___________________
(1) Excludes goodwill of $790,967 and $781,541, intangible assets, net of $90,617 and $109,196, deferred tax assets of $11,773 and $12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $4,497 as of June 30, 2023.
(2) The decrease in the United States long-lived assets is due to the reclassification of a tax receivable from non-current to current during the current fiscal year.
(3) 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 December 31, 2023. The asset is now presented as part of prepaid expenses and other current assets in the consolidated balance sheet. Refer to Note 2 for additional details.
12. Commitments and Contingencies
Purchase Obligations
At December 31, 2023, we had unrecorded commitments under contract of $208,113, including inventory, third-party fulfillment and digital service purchase commitments of $93,352; third-party cloud services of $56,113; software of $17,388; advertising of $6,888; professional and consulting fees of $5,973; production and computer equipment purchases of $2,468; and other unrecorded purchase commitments of $25,931.
Legal Proceedings
We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.
13. Restructuring Charges

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

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

During the three and six months ended December 31, 2022, we recognized restructuring expense of $11,207 and $13,027, respectively.The prior periods' restructuring charges were primarily recognized in our Vista
26

reportable segment, related to the impairment and write-off of assets associated with our exit of the Japanese market. Additionally, we recognized $3,561 for the three and six months ended December 31, 2022 within our All Other Businesses reportable segment, which included losses related to the sale of our Chinese business.

The following table summarizes the restructuring activity during the six months ended December 31, 2023.
Severance and Related BenefitsOther Restructuring Costs
Accrued Restructuring Liability
Balance as of June 30, 2023$7,567 $— $7,567 
Restructuring charges112 37 149 
Cash payments(6,938)— (6,938)
Non-cash charges— (37)(37)
Foreign currency translation21 — 21 
Balance as of December 31, 2023
$762 $— $762 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, including liquidity, net leverage, and capital allocation opportunities; future payment terms with suppliers; legal proceedings; our expectations with respect to our valuation allowance; and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, severity, and duration of supply chain constraints and inflation; our inability to make the investments in our business that we plan to make or the failure of those investments to achieve the results we expect; our failure to execute on the transformation of the Vista business; loss of key personnel or our inability to recruit talented personnel to drive performance of our businesses; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; our failure to develop and deploy our mass customization platform or the failure of the platform to drive the efficiencies and competitive advantages we expect; unanticipated changes in our markets, customers, or businesses; disruptions caused by political instability and war in Ukraine, Israel, or elsewhere; changes in the laws and regulations, or in the interpretation of laws and regulations, that affect our businesses; our failure to manage the growth and complexity of our business and expand our operations; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in 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.
Overview
Cimpress is a strategically focused collection of businesses that specialize in print mass customization. We have five reportable segments: Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For further details on our reportable segments, refer to Note 11 in our accompanying consolidated financial statements.
Financial Summary
The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before net cash interest payments; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, organic constant-currency revenue growth, operating income, adjusted EBITDA, cash flow from operations, and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the three and six months ended December 31, 2023 as compared to the three and six months ended December 31, 2022 follows:
Second Quarter Fiscal Year 2024
•Revenue increased by 9% to $921.4 million.
•Organic constant-currency revenue growth (a non-GAAP financial measure) was 6%.
•Operating income increased by $74.1 million to $107.7 million.
•Adjusted EBITDA (a non-GAAP financial measure) increased by $55.3 million to $166.4 million.
•Diluted net income (loss) per share attributable to Cimpress plc increased to income of $2.14 from a loss of $5.34 in the prior fiscal year.

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Year to Date Fiscal Year 2024
•Revenue increased by 8% to $1,678.7 million.
•Organic constant-currency revenue growth (a non-GAAP financial measure) was 5%.
•Operating income increased by $126.2 million to $141.8 million.
•Adjusted EBITDA (a non-GAAP financial measure) increased by $98.4 million to $255.2 million.
•Diluted net income (loss) per share attributable to Cimpress plc increased to income of $2.31 from a loss of $6.31 in the prior fiscal year.
•Cash provided by operating activities increased by $161.3 million to $217.2 million.
•Adjusted free cash flow (a non-GAAP financial measure) increased by $159.4 million to $160.9 million.
For the three and six months ended December 31, 2023, the increase in reported revenue was primarily due to growth across our Vista, PrintBrothers and National Pen reportable segments. Revenue growth in our Vista business was driven by growth in total customer count and the continued increase of revenue per customer. Revenue in our Vista business grew year over year across all major product categories and markets. The second fiscal quarter is seasonally significant for Vista's sales of consumer products, and this category delivered strong growth during the current period. Currency exchange fluctuations had a positive effect on revenue growth during the current quarter.
The increase to operating income during the three and six months ended December 31, 2023 was driven by higher gross profit that benefited from the revenue growth described above as well as gross margin expansion. Operating income also benefited from improved leverage of advertising spend as a percentage of revenue and reduced operating expenses driven by prior-year cost reduction actions, as well as lower restructuring costs of $10.7 million and $12.9 million, respectively, as a result of actions that were completed during the prior year.
Adjusted EBITDA increased during the three and six months ended December 31, 2023, primarily driven by the operating income growth described above, which was was partially offset by $8.0 million and $11.5 million of year-over-year net unfavorable currency impacts, respectively. Adjusted EBITDA excludes restructuring charges, share-based compensation expense, certain impairments, and gains on the sale of assets, and includes the realized gains or losses on our currency derivatives intended to hedge adjusted EBITDA.
Diluted net income (loss) per share attributable to Cimpress plc increased year over year for the three and six months ended December 31, 2023, primarily due to the operating income increase described above and $109.3 million and $110.6 million of decreases to income tax expense, respectively. The reduced income tax expense was due to the recognition of a full valuation allowance on Swiss deferred tax assets in the prior periods. These increases to income were partially offset by higher interest expense of $2.0 million and $6.4 million, respectively, driven by an increased weighted-average interest rate. Net currency impacts on net income for the three months ended December 31, 2023 were positive year over year due to lower unrealized losses on our derivative contracts, while the net currency impacts on net income for the six months ended December 31, 2023 were negative year over year, primarily due to lower realized gains on our derivative contracts. These fluctuations were primarily caused by currency exchange rate volatility.
During the six months ended December 31, 2023, cash from operations increased $161.3 million year over year due primarily to the increase in operating income as described above, as well as a favorable shift in working capital inflows of $88.7 million, which was driven in part by the normalization of working capital trends. This favorable impact was partially offset by higher cash taxes of $15.3 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 $14.7 million.
Adjusted free cash flow increased by $159.4 million for the six months ended December 31, 2023, due to the operating cash flow increase described above, as well as $4.6 million higher proceeds from the sale of assets, primarily driven by the sale of our previously owned manufacturing facility in Japan. These increases were partially offset by $7.5 million of higher capitalized expenditures.
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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 social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.
Total revenue and revenue growth by reportable segment for the three and six months ended December 31, 2023 and 2022 are shown in the following table:
In thousandsThree Months Ended December 31, Currency
Impact:		Constant-
Currency		Impact of Acquisitions/Divestitures:Constant- Currency Revenue Growth
20232022%
 Change		(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)
Vista$485,151 $437,736 11%(2)%9%—%9%
PrintBrothers165,148 148,598 11%(6)%5%—%5%
The Print Group93,268 89,336 4%(5)%(1)%—%(1)%
National Pen130,572 120,621 8%(3)%5%—%5%
All Other Businesses60,283 59,998 0%0%0%—%0%
Inter-segment eliminations(13,059)(11,087)
Total revenue$921,363 $845,202 9%(3)%6%—%6%
In thousandsSix Months Ended December 31, Currency
Impact:		Constant-
Currency		Impact of Acquisitions/Divestitures:Constant- Currency Revenue Growth
20232022%
 Change		(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)
Vista$881,798 $807,105 9%(1)%8%—%8%
PrintBrothers317,369 281,297 13%(7)%6%—%6%
The Print Group173,807 166,159 5%(7)%(2)%—%(2)%
National Pen217,827 202,287 8%(3)%5%—%5%
All Other Businesses112,083 111,825 0%(1)%(1)%—%(1)%
Inter-segment eliminations(24,227)(20,056)
Total revenue$1,678,657 $1,548,617 8%(3)%5%—%5%
_________________
(1) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.
(2) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.
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.
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 In thousands
Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Cost of revenue$463,423 $455,393 $862,206 $833,128 
% of revenue50.3 %53.9 %51.4 %53.8 %
For the three months ended December 31, 2023, cost of revenue increased by $8.0 million year over year, primarily driven by unfavorable changes in currency exchange rates of $12.8 million as well as higher production and shipping costs due to volume growth and product mix shifts in some of our businesses. These cost increases were partially offset by lower input costs, savings that resulted from the March 2023 cost reduction actions, a favorable indirect tax ruling in the current quarter that provided a benefit of $3.0 million, and a $2.6 million timing-related benefit which was offset by a negative impact during the first fiscal quarter of the current fiscal year.
Cost of revenue increased $29.1 million for the six months ended December 31, 2023, as compared to the prior-year period, primarily driven by unfavorable changes in currency exchange rates of $28.3 million. Production volume growth also contributed to the year-to-date increase, while lower input costs, the March 2023 cost reduction actions, and the aforementioned favorable indirect tax ruling partially offset these increases.
Consolidated Operating Expenses
The following table summarizes our comparative operating expenses for the following periods:
In thousands 
Three Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Technology and development expense$79,961 $77,723 3%$154,291 $152,198 1%
% of revenue8.7 %9.2 %9.2 %9.8 %
Marketing and selling expense$211,843 $205,148 3%$404,031 $406,078 (1)%
% of revenue23.0 %24.3 %24.1 %26.2 %
General and administrative expense$48,793 $49,791 (2)%$97,134 $103,863 (6)%
% of revenue5.3 %5.9 %5.8 %6.7 %
Amortization of acquired intangible assets
$9,181 $12,362 (26)%$19,067 $24,712 (23)%
% of revenue1.0 %1.5 %1.1 %1.6 %
Restructuring expense (1)
$483 $11,207 (96)%$149 $13,027 (99)%
% of revenue0.1 %1.3 %0.0 %0.8 %
_____________________
(1) Refer to Note 13 in our accompanying consolidated financial statements for additional details relating to restructuring expense.
Technology and development expense
Technology and development expense consists primarily of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations, and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.
Technology and development expenses increased by $2.2 million and $2.1 million for the three and six months ended December 31, 2023, respectively, as compared to the prior-year periods. The increase is largely attributable to increased amortization expense from capitalized software of $1.9 million and $4.0 million, respectively, driven by the higher capitalized asset base and fluctuations in currency exchange rates. There were also increased share-based compensation costs of $1.6 million and $2.9 million, respectively, due to a higher grant value and the impact from our 2024 PSU grants that have an accelerated expense profile as well as expense volatility from changes in the estimated attainment of the related performance condition. These increases were partially offset by lower cash compensation costs of $1.6 million and $3.5 million, respectively, due primarily to cost savings resulting from the March 2023 restructuring actions that reduced headcount.
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Marketing and selling expense
Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support, and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our Vista, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve.
For the three months ended December 31, 2023, marketing and selling expenses increased by $6.7 million, primarily due to higher advertising spend of $6.7 million, which is largely driven by our Vista and National Pen businesses. Payment processing fees also increased $1.7 million, as compared to the prior year, due to increased order volumes. Additionally, share-based compensation costs increased $1.4 million, due to a higher grant value and the impact from our 2024 PSU grants that have an accelerated expense profile as well as expense volatility from changes in the estimated attainment of the related performance condition. These cost increases are offset in part by lower cash compensation costs of $3.1 million, primarily due to the cost reductions that were implemented in March 2023.
For the six months ended December 31, 2023, marketing and selling expenses decreased by $2.0 million as compared to the prior year period. The decrease was caused by lower cash compensation costs due in part to the March 2023 cost reduction actions, as well as lower third-party consulting spend, mainly in our Vista business, and lower building costs driven by actions taken over the past year to further optimize our real estate footprint for many of our team members operating under a remote-first model. These cost decreases were offset in part by higher advertising spend of $5.6 million, largely due to higher spend in our Vista and National Pen businesses, as well as increased share-based compensation costs of $1.1 million driven by the 2024 PSU grants.
General and administrative expense
General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance, and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources, and procurement.
For the three and six months ended December 31, 2023, general and administrative expenses were flat and decreased by $6.7 million, respectively, as compared to the prior-year periods. The year-to-date decrease was driven by a $3.0 million reduction of third-party consulting spend, the nonrecurrence of $2.4 million of expense related to the prior-year termination of one of our leased office locations, and the exit of our business in China during fiscal year 2023 that reduced our general and administrative expenses by $1.8 million versus the prior year. Cash compensation decreased by $1.9 million and $2.5 million for the three and six months ended December 31, 2023, respectively, largely driven by a reduction to long-term incentive compensation expense, due to lower than previously estimated attainment levels in certain Cimpress businesses, as well as cost savings from the March 2023 cost reductions. These decreases were partially offset by costs from our annual merit increase cycle and increases to share-based compensation costs of $3.3 million and $4.4 million, respectively, as compared to the prior-year periods, largely due to the 2024 PSU grants.
Other Consolidated Results
Other (expense) income, net
Other (expense) income, net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting.
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The following table summarizes the components of other (expense) income, net:
In thousands 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
(Losses) gains on derivatives not designated as hedging instruments
$(13,668)$(24,196)$(5,356)$4,449 
Currency-related gains, net
13,062 6,227 10,363 6,030 
Other gains (losses)
215 577 1,021 (474)
Total other (expense) income, net
$(391)$(17,392)$6,028 $10,005 
The decrease in other (expense) income, net was primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and British Pound contracts are the most significant exposures that we economically hedge. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.
We experience currency-related net losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. Gains on the revaluation of non-functional currency debt and on a cross-currency swap contract designated as a cash flow hedge are included in our currency-related 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 increased by $2.0 million and $6.4 million during the three and six months ended December 31, 2023, respectively, as compared to the prior year periods, 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 of $0.6 million and $1.9 million, respectively.
Gain on extinguishment of debt
For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $0.3 million and $1.7 million, respectively, resulting from the purchase of 2026 Notes' principal of $5.0 million and $26.2 million, respectively. Refer to Note 8 in our accompanying consolidated financial statements for additional details.
Income tax expense
In thousands Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Income tax expense$16,795 $126,129 $24,917 $135,494 
Effective tax rate21.8 %(1,016.3)%27.8 %(487.6)%

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

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

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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 not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments; plus restructuring related charges; less gain on purchase or sale of subsidiaries as well as the disposal of assets. The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program.
Vista
In thousands 
Three Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Reported Revenue$485,151 $437,736 11%$881,798 $807,105 9%
Segment EBITDA103,176 55,157 87%177,600 85,894 107%
% of revenue21 %13 %20 %11 %

Segment Revenue
Vista's reported revenue growth for the three and six months ended December 31, 2023 was positively affected by a currency impact of 2% and 1%, respectively, and constant-currency revenue growth was 9% and 8%, respectively. Revenue growth was driven by growth in total customer count, paired with the continued increase of revenue per customer. Revenue grew across all major product categories and markets. The second fiscal quarter is seasonally significant for Vista's sales of consumer products, and this category delivered strong growth during the current period.
Segment Profitability
For the three and six months ended December 31, 2023, segment EBITDA increased by $48.0 million and $91.7 million, respectively. Gross profit growth was driven by the revenue growth described above, lower input costs, efficiency gains, and customer experience improvements. During the current quarter Vista's gross profit benefited $3.0 million from a favorable indirect tax ruling. Vista's advertising spend as a percentage of revenue decreased due to efficiency gains and focus. Operating expenses, excluding the effect of restructuring costs which do not impact segment EBITDA, decreased $5.9 million and $20.2 million, respectively, primarily due to savings resulting from cost reduction actions implemented in March 2023, partially offset by inflationary cost increases such as the effect of merit increases on compensation costs. Changes in currency exchange rates had a positive impact on segment EBITDA of $3.6 million and $4.3 million, respectively, as compared to the prior-year periods.
PrintBrothers
In thousands
Three Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Reported Revenue$165,148 $148,598 11%$317,369 $281,297 13%
Segment EBITDA28,341 19,509 45%48,167 34,500 40%
% of revenue17 %13 %15 %12 %
Segment Revenue
PrintBrothers' reported revenue growth for the three and six months ended December 31, 2023 was positively affected by currency impacts of 6% and 7%, respectively, with revenue increasing on a constant-currency
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basis by 5% and 6%, respectively. Constant-currency growth was driven primarily by continued order volume growth, partially offset by customers purchasing lower quantities in certain product categories.
Segment Profitability
PrintBrothers' segment EBITDA for the three and six months ended December 31, 2023 grew year over year, driven by the constant-currency revenue growth described above, as well as gross margin expansion which benefited from lower input costs and operating expense efficiencies. Additionally, PrintBrothers benefited from a favorable timing item of $2.6 million in the three months ended December 31, 2023, which offset unfavorability in the first quarter and therefore does not impact the six month period. Segment EBITDA also benefited from $1.5 million of government incentives during the three and six months ended December 31, 2023. Currency exchange fluctuations positively impacted segment EBITDA year over year by $1.5 million and $3.0 million, respectively.
The Print Group
In thousands
Three Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Reported Revenue$93,268 $89,336 4%$173,807 $166,159 5%
Segment EBITDA18,442 13,681 35%32,050 25,901 24%
% of revenue20 %15 %18 %16 %
Segment Revenue
The Print Group's reported revenue for the three and six months ended December 31, 2023 was positively affected by a currency impact of 5% and 7%, respectively, with revenue decreasing on a constant-currency basis by 1% and 2%, respectively. This segment is continuing to see order growth, which was partially offset by customers purchasing lower quantities in certain product categories and headwinds in the reseller channel, which is more prominent in The Print Group.
Segment Profitability
The increase in The Print Group's segment EBITDA during the three and six months ended December 31, 2023 as compared to the prior-year periods was largely driven by $4.6 million and $9.8 million of gross profit growth, respectively, as gross margins expanded materially, benefiting from a reduction in key input costs such as materials and shipping. Segment EBITDA also benefited from a reduction in long-term incentive compensation expense of $2.1 million and $1.1 million for the three and six months ended December 31, 2023, respectively, due to lower forecasted payouts for business-specific long-term incentive awards. Currency exchange fluctuations positively impacted segment EBITDA year over year by $1.0 million and $2.0 million, respectively.
National Pen
In thousandsThree Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Reported Revenue$130,572 $120,621 8%$217,827 $202,287 8%
Segment EBITDA25,865 24,783 4%17,562 23,486 (25)%
% of revenue20 %21 %8 %12 %
Segment Revenue
For the three and six months ended December 31, 2023, National Pen's revenue growth was positively affected by currency impacts of 3%, with constant-currency revenue growth of 5% in both periods. National Pen continued to deliver strong growth in its e-commerce channel and from fulfillment for other Cimpress businesses.
Segment Profitability
The increase in National Pen's segment EBITDA for the three months ended December 31, 2023 was driven by revenue growth described above, partially offset by increased advertising spend in their e-commerce
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channels and higher compensation costs. Currency exchange fluctuations had an immaterial effect on segment EBITDA during the current fiscal quarter.
The decrease in National Pen's segment EBITDA for the six months ended December 31, 2023 was driven by higher external marketing spend, primarily to support their e-commerce channel, as well as higher operating expenses. Currency exchange fluctuations had a negative year-over-year impact of $1.6 million for the six months ended December 31, 2023.
All Other Businesses
In thousands
Three Months Ended December 31, Six Months Ended December 31,
 202320222023 vs. 2022202320222023 vs. 2022
Reported Revenue $60,283 $59,998 0%$112,083 $111,825 0%
Segment EBITDA7,983 5,406 48%14,441 11,584 25%
% of revenue13 %9 %13 %10 %
This segment includes BuildASign and Printi, an early-stage business that we have managed at a relatively modest operating loss.
Segment Revenue
All Other Businesses' constant-currency revenue was flat and decreased by 1% during the three and six months ended December 31, 2023, respectively. BuildASign generates the majority of revenue in this segment, and revenue declined slightly year over year as this business continued to experience lower revenue for real estate-related products as well as home decor products in the seasonally significant second quarter. Other signage products grew in this business. Printi revenue continued to grow.
Segment Profitability
The increase in segment EBITDA for the three and six months ended December 31, 2023, as compared to the prior year, was partly due to $2.0 million and $3.3 million of lower long-term incentive compensation expense, respectively, as compared to the prior year periods, due to lower forecasted payouts for business-specific long-term incentive awards. Segment EBITDA also benefited from the fiscal year 2023 exit of our business in China, which drove $1.1 million and $1.8 million of losses in the respective year-ago periods.
Central and Corporate Costs
Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs.
During the three months ended December 31, 2023, central and corporate costs increased by $2.2 million as compared to the prior-year period, largely driven by $5.4 million of increased share-based compensation expense due to due to a higher grant value and the impact from our 2024 PSU grants that have an accelerated expense profile as well as expense volatility from changes in the estimated attainment of the related performance condition. This increase was partially offset by lower cash compensation expense of $2.2 million due to savings from the March 2023 cost reductions, as well as lower third-party consulting spend of $1.6 million as compared to the prior-year period.
Central and corporate costs decreased by $0.6 million during the six months ended December 31, 2023, as compared to the year-ago period, largely driven by $3.4 million of lower third-party consulting spend, partially offset by compensation cost increases of $2.6 million. The higher compensation costs were driven by increased share-based compensation costs due to the 2024 PSU awards, partially offset by the benefit from the March 2023 cost reduction actions.
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Liquidity and Capital Resources
Consolidated Statements of Cash Flows Data
In thousands 
Six Months Ended December 31,
 20232022
Net cash provided by operating activities$217,200 $55,875 
Net cash used in investing activities(30,395)(106,569)
Net cash used in financing activities
(47,155)(112,715)
The cash flows during the six months ended December 31, 2023 related primarily to the following items:
Cash inflows:
•Net income of $64.8 million
•Adjustments for non-cash items of $98.7 million primarily related to adjustments for depreciation and amortization of $79.0 million and share-based compensation costs of $30.1 million, partially offset by unrealized currency-related gains of $5.8 million, deferred taxes of $2.1 million, and the gain on extinguishment of debt of $1.7 million
•Net working capital inflow of $53.6 million, primarily due to timing impacts from favorable changes to accounts payable, as well as further reductions to inventory following the prior year build up of safety stock to mitigate the risk of supply chain disruptions
•Proceeds from the maturity of held-to-maturity securities of $25.9 million
•Proceeds from the sale of assets of $6.0 million, which primarily included proceeds from the sale of our Japanese manufacturing facility following our prior year exit from the Japanese market
Cash outflows:
•Capital expenditures of $34.0 million, of which the majority related to the purchase of manufacturing and automation equipment for our production facilities
•Internal and external costs of $28.3 million for software and website development that we have capitalized
•Payments for early redemption of our 2026 Notes of $24.5 million
•Payment of withholding taxes in connection with share awards of $10.2 million, primarily driven by the annual vesting of share grants during August 2023
•Repayments of debt, net of proceeds from borrowings, of $7.2 million
•Payments for finance lease arrangements of $4.9 million
Additional Liquidity and Capital Resources Information. At December 31, 2023, we had $274.2 million of cash and cash equivalents, $17.2 million of marketable securities, and $1,626.3 million of debt, excluding debt issuance costs and debt premiums and discounts. During the six months ended December 31, 2023, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, investments, operating cash flow, and borrowings under our debt arrangements.
We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the first half of fiscal year 2024, we allocated $24.5 million of capital toward the purchase of a portion of our 2026 Notes, and we will continue to consider using excess liquidity to repurchase our debt. We have significantly reduced our net leverage over the last year primarily through increased profitability driven by the combination of returns from past investments, the focusing of our growth investments, restrained growth of operating expenses, and the easing of inflationary pressure on our input costs. This increased profitability and resultant cash flow generation should provide the opportunity to continue to delever
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our balance sheet while also opportunistically allocating capital that enhances our intrinsic value per share. Our Board of Directors has authorized the repurchase of up to $150.0 million of Cimpress shares. This authorization does not have an expiration date or a defined time frame for repurchases. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities; therefore, any repurchases will be price dependent.
Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to enable the extension of our payment terms with certain suppliers. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 2 of the accompanying consolidated financial statements for additional information.
Indefinitely Reinvested Earnings. As of December 31, 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 $72.9 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.
Contractual Obligations
Contractual obligations at December 31, 2023 are as follows:
In thousands Payments Due by Period
TotalLess
than 1
year		1-3
years		3-5
years		More
than 5
years
Operating leases, net of subleases (1)$83,729 $21,011 $27,366 $16,416 $18,936 
Purchase commitments208,113 149,449 36,956 10,708 11,000 
2026 Notes and interest payments613,508 36,549 576,959 — — 
Senior secured credit facility and interest payments (2)1,460,636 97,851 189,196 1,173,589 — 
Other debt5,824 3,350 2,318 156 — 
Finance leases, net of subleases (1)44,015 9,750 9,169 10,759 14,337 
Total (3)$2,415,825 $317,960 $841,964 $1,211,628 $44,273 
___________________
(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 December 31, 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 2028. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $2.7 million in the aggregate outstanding as of December 31, 2023.
Purchase Commitments. At December 31, 2023, we had unrecorded commitments under contract of $208.1 million. Purchase commitments consisted of third-party fulfillment and digital services of $93.4 million; third-party cloud services of $56.1 million; software of $17.4 million; advertising of $6.9 million; commitments for professional and consulting fees of $6.0 million; production and computer equipment purchases of $2.5 million; and other commitments of $25.9 million.
Senior Secured Credit Facility and Interest Payments. As of December 31, 2023, we have borrowings under our Restated Credit Agreement of $1,098.4 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. Our $250.0 million Revolving Credit Facility with a maturity date of
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May 17, 2026, under our Restated Credit Agreement, has $243.3 million unused as of December 31, 2023. There are no drawn amounts on the Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants and if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on May 17, 2026. Interest payable included in the above table is based on the interest rate as of December 31, 2023 and assumes all 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.
2026 Notes and Interest Payments. Our $522.1 million 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the notes is payable semi-annually on June 15 and December 15 of each year. During the six months ended December 31, 2023, we purchased an aggregate principal amount of $26.2 million for a purchase price of $24.5 million, as well as the related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $1.7 million.
Debt Covenants. The Restated Credit Agreement and the indenture that governs our 2026 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of December 31, 2023, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2026 Notes. Refer to Note 8 in our accompanying consolidated financial statements for additional information.
Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, 2023, we had $5.8 million outstanding for those obligations that have repayments due on various dates through September 2027.
Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through 2037. The aggregate carrying value of the leased equipment under finance leases included in property, plant and equipment, net in our consolidated balance sheet at December 31, 2023 is $29.2 million, net of accumulated depreciation of $38.9 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at December 31, 2023 amounts to $40.1 million.
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 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, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP operating income. As another example, as we do not apply hedge accounting for certain derivative contracts, we believe inclusion of realized gains and losses on these contracts that are intended to be matched against operational currency fluctuations provides further insight into our operating performance in addition to that provided by our GAAP operating income. We do not, nor do we suggest, that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. During the current fiscal year, we revised our adjusted free cash flow
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definition to include proceeds from the sale of assets, which we believe provides useful information regarding the net cash deployed for the purchase of capital assets by incorporating any cash that is recovered from the subsequent sale of any assets. We have revised all periods presented to incorporate this change.
Adjusted free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.
Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.
The table below sets forth operating income and adjusted EBITDA for the three and six months ended December 31, 2023 and 2022:
In thousandsThree Months Ended December 31, Six Months Ended December 31,
2023202220232022
GAAP operating income$107,679 $33,578 $141,779 $15,611 
Exclude expense (benefit) impact of:
Depreciation and amortization39,089 40,874 79,031 81,816 
Share-based compensation expense17,649 11,547 30,102 22,022 
Certain impairments and other adjustments589 (925)1,114 2,531 
Restructuring-related charges483 11,207 149 13,027 
Realized gains on currency derivatives not included in operating income (1)945 14,901 2,995 21,770 
Adjusted EBITDA$166,434 $111,182 $255,170 $156,777 
_________________
(1) These realized gains 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. Refer to Note 4 in our accompanying consolidated financial statements for further information.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the six months ended December 31, 2023 and 2022:
In thousandsSix Months Ended December 31,
20232022
Net cash provided by operating activities$217,200 $55,875 
Purchases of property, plant and equipment(33,955)(26,490)
Capitalization of software and website development costs(28,344)(29,246)
Proceeds from the sale of assets (1)5,988 1,365 
Adjusted free cash flow (1)
$160,889 $1,504 
_________________
(1) During the first quarter of fiscal year 2024, we revised our adjusted free cash flow definition to include proceeds from the sale of assets. We have revised all periods presented to incorporate this change.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. Our exposure to interest rate risk relates primarily to our cash, cash equivalents, and debt.
As of December 31, 2023, our cash and cash equivalents consisted of standard depository accounts, which are held for working capital purposes, money market funds, and marketable securities with an original maturity of less than 90 days. We do not believe we have a material exposure to interest rate fluctuations related to our cash and cash equivalents.
As of December 31, 2023, we had $1,098.4 million of variable-rate debt. As a result, we have exposure to market risk for changes in interest rates related to these obligations. In order to mitigate our exposure to interest rate changes related to our variable-rate debt, we execute interest rate swap contracts to fix the interest rate on a portion of our outstanding or forecasted long-term debt with varying maturities. As of December 31, 2023, a hypothetical 100 basis point increase in rates, inclusive of the impact of our outstanding interest rate swaps that are accruing interest as of December 31, 2023, would result in a $8.8 million impact to interest expense over the next 12 months. This does not include any yield from cash and marketable securities.
Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide operations but report our financial results in U.S. dollars. We manage these currency risks through normal operating activities and, when deemed appropriate, through the use of derivative financial instruments. We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes. The use of derivatives is intended to reduce, but does not entirely eliminate, the impact of adverse currency exchange rate movements. A summary of our currency risk is as follows:
•Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net loss when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net loss and non-GAAP financial metrics, such as adjusted EBITDA.
Our currency hedging objectives are targeted at reducing volatility in our forecasted U.S. dollar-equivalent adjusted EBITDA in order to maintain stability on our incurrence-based debt covenants. Since adjusted EBITDA excludes non-cash items such as depreciation and amortization that are included in net loss, we may experience increased, not decreased, volatility in our GAAP results due to our hedging approach. Our most significant net currency exposures by volume are in the Euro and British Pound.
In addition, we elect to execute currency derivatives contracts that do not qualify for hedge accounting. As a result, we may experience volatility in our consolidated statements of operations due to (i) the impact of unrealized gains and losses reported in other (expense) income, net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other (expense) income, net, whereas the offsetting economic gains and losses are reported in the line item of the underlying activity, for example, revenue.
•Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities. We have currency exposure arising from our net investments in foreign operations. We enter into currency derivatives to mitigate the impact of currency rate changes on certain net investments.
•Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other (expense) income, net, on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other (expense) income, net. We expect these impacts may be volatile in the future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated
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group because they are either: 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with cross-currency swaps 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 $7.4 million on our income (loss) before income taxes for the three and six months ended December 31, 2023.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes with respect to the risk factors we disclosed in our Form 10-K for the fiscal year ended June 30, 2023.
Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

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

We did not purchase any of our ordinary shares during the three and six months ended December 31, 2023.
Item 5. Other Information
On November 21, 2023, Maarten Wensveen, our Executive Vice President and Chief Technology Officer, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The plan provides for the sales, on the dates and at the prices set forth in the plan, of up to 4,072 ordinary shares held by Mr. Wensveen as of the date of the plan adoption plus additional shares Mr. Wensveen receives between the adoption and expiration dates of his plan upon the vesting of his RSU awards. Mr. Wensveen's plan expires on November 21, 2024.
On December 14, 2023, Florian Baumgartner, our Executive Vice President and Chief Executive Officer of Vista, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The plan provides for the sales of shares held by Mr. Baumgartner and the exercise of Mr. Baumgartner's share option and sales of shares, on the dates and at the prices set forth in the plan, up to 44,838 ordinary shares in the aggregate. Mr. Baumgartner's plan expires on July 31, 2024.
Item 6. Exhibits and Financial Statement Schedules
Exhibit No. Description
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
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

43

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 1, 2024                         Cimpress plc                                                    
 By: /s/ Sean E. Quinn
Sean E. Quinn
Chief Financial Officer
(Principal Financial and Accounting Officer)

44


Exhibit 31.1
CERTIFICATION

I, Robert S. Keane, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cimpress plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 1, 2024

/s/ Robert S. Keane
Robert S. Keane
Chief Executive Officer



Exhibit 31.2
CERTIFICATION
I, Sean E. Quinn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Cimpress plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 1, 2024
/s/ Sean E. Quinn
Sean E. Quinn
Chief Financial Officer


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Cimpress plc (the “Company”) for the quarter ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Robert S. Keane, Chief Executive Officer, and Sean E. Quinn, Chief Financial Officer, of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge on the date hereof:
a.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 1, 2024
/s/ Robert S. Keane
Robert S. Keane
Chief Executive Officer

Date: February 1, 2024
/s/ Sean E. Quinn
Sean E. Quinn
Chief Financial Officer

v3.24.0.1
Cover Page - € / shares
 6 Months Ended
Dec. 31, 2023
Jan. 29, 2024
Jun. 30, 2023
Cover [Abstract]      
Title of 12(b) Security Ordinary Shares, nominal value of €0.01 per share    
Document Type 10-Q    
Document Quarterly Report true    
Document Transition Report false    
Entity File Number 000-51539    
Entity registrant name Cimpress plc    
Entity Incorporation, State or Country Code L2    
Entity Tax Identification Number 98-0417483    
Entity Address, Address Line One First Floor Building 3    
Entity Address, Address Line Two Finnabair Business and Technology Park    
Entity Address, Postal Zip Code A91 XR61    
Entity Address, City or Town Dundalk, Co. Louth    
Entity Address, Country IE    
City Area Code 353    
Local Phone Number 42 938 8500    
Title of 12(b) Security € 0.01   € 0.01
Trading Symbol CMPR    
Security Exchange Name NASDAQ    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity filer category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity common stock, shares outstanding   26,636,591  
Entity central index key 0001262976    
Amendment flag false    
Document fiscal year focus 2024    
Document fiscal period focus Q2    
Current fiscal year end date --06-30    
Document period end date Dec. 31, 2023    
Document Information [Line Items]      
Document period end date Dec. 31, 2023    
Entity registrant name Cimpress plc    
Entity Shell Company false    
Entity Current Reporting Status Yes    
Document Type 10-Q    
Entity File Number 000-51539    
Entity Address, Address Line One First Floor Building 3    
Entity Address, Address Line Two Finnabair Business and Technology Park    
Entity Address, City or Town Dundalk, Co. Louth    
Entity Address, Country IE    
City Area Code 353    
Local Phone Number 42 938 8500    
Entity Interactive Data Current Yes    
Entity Address, Postal Zip Code A91 XR61    
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
 6 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Document period end date Dec. 31, 2023  
Current assets:    
Cash and Cash Equivalents, at Carrying Value $ 274,208 $ 130,313
Marketable Securities, Current 17,239 38,540
Accounts receivable, net of allowances of $7,470 and $6,630, respectively 63,222 67,353
Inventory 104,635 107,835
Prepaid expenses and other current assets 118,730 96,986
Total current assets 578,034 441,027
Property, plant and equipment, net 276,901 287,574
Operating lease assets, net 69,228 76,776
Software and website development costs, net 97,822 95,315
Deferred tax assets 11,773 12,740
Goodwill 790,967 781,541
Intangible assets, net 90,617 109,196
Marketable securities, non-current 0 4,497
Other assets 32,647 46,193
Total assets 1,947,989 1,854,859
Current liabilities:    
Accounts payable 343,997 285,784
Accrued expenses 265,461 257,109
Deferred revenue 45,113 44,698
Short-term debt [1] 11,083 10,713
Operating lease liabilities, current 20,403 22,559
Other current liabilities 21,649 24,469
Total current liabilities 707,706 645,332
Deferred tax liabilities 44,611 47,351
Long-term debt 1,600,942 1,627,243
Operating lease liabilities, non-current 51,550 56,668
Other liabilities 81,704 90,058
Total liabilities 2,486,513 2,466,652
Temporary equity    
Redeemable noncontrolling interests (Note 10) 13,392 10,893
Shareholders’ deficit:    
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding 0 0
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,604,367 and 44,315,855 shares issued, respectively; 26,633,120 and 26,344,608 shares outstanding, respectively 621 615
Treasury shares, at cost, 17,971,247 shares for both periods presented (1,363,550) (1,363,550)
Additional paid-in capital 560,019 539,454
Retained earnings 297,590 235,396
Accumulated other comprehensive loss (47,223) (35,060)
Total shareholders’ deficit attributable to Cimpress plc (552,543) (623,145)
Noncontrolling Interest 627 459
Total shareholders' deficit (551,916) (622,686)
Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,947,989 $ 1,854,859
[1] Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,532 and $3,526, respectively.
v3.24.0.1
Consolidated Balance Sheets (Parenthetical)
$ in Thousands
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2023
€ / shares
Jun. 30, 2023
USD ($)
shares
Jun. 30, 2023
€ / shares
Current Assets        
Accounts Receivable, Allowance for Credit Loss, Current | $ $ 7,470   $ 6,630  
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract]        
Preferred shares, par value | € / shares   € 0.01   € 0.01
Preferred shares, shares authorized 100,000,000   100,000,000  
Preferred shares, shares issued 0   0  
Preferred shares, shares outstanding 0   0  
Common Stock, Value per Share | € / shares   € 0.01   € 0.01
Ordinary shares, shares authorized 100,000,000   100,000,000  
Ordinary shares, shares issued 44,604,367   44,315,855  
Common Stock, Shares, Outstanding 26,633,120   26,344,608  
Treasury Stock, Shares 17,971,247   17,971,247  
v3.24.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Revenue $ 921,363 $ 845,202 $ 1,678,657 $ 1,548,617
Cost of revenue [1] 463,423 455,393 862,206 833,128
Technology and development expense [1] 79,961 77,723 154,291 152,198
Marketing and selling expense [1] 211,843 205,148 404,031 406,078
General and administrative expense [1] 48,793 49,791 97,134 103,863
Amortization of acquired intangible assets 9,181 12,362 19,067 24,712
Restructuring expense 483 11,207 149 13,027
Income from operations 107,679 33,578 141,779 15,611
Other (expense) income, net (391) (17,392) 6,028 10,005
Interest expense, net (30,588) (28,597) (59,788) (53,403)
Gain on early extinguishment of debt 349   1,721  
Income (loss) before income taxes 77,049 (12,411) 89,740 (27,787)
Income tax expense 16,795 126,129 24,917 135,494
Net income (loss) 60,254 (138,540) 64,823 (163,281)
Add: Net (income) attributable to noncontrolling interests (2,149) (1,460) (2,164) (2,160)
Net income (loss) attributable to Cimpress plc $ 58,105 $ (140,000) $ 62,659 $ (165,441)
Basic net income (loss) per share attributable to Cimpress plc $ 2.18 $ (5.34) $ 2.36 $ (6.31)
Diluted net income (loss) per share attributable to Cimpress plc $ 2.14 $ (5.34) $ 2.31 $ (6.31)
Weighted average shares outstanding — basic 26,609,929 26,234,747 26,539,349 26,206,782
Weighted average shares outstanding — diluted 27,179,073 26,234,747 27,129,264 26,206,782
[1] Share-based compensation expense is allocated as follows:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Cost of revenue$229 $176 $396 $369 
Technology and development expense5,700 4,267 9,909 7,308 
Marketing and selling expense3,089 1,752 5,307 4,211 
General and administrative expense8,631 5,352 14,490 10,134 
Restructuring expense— 493 — 649 
v3.24.0.1
Consolidated Statement of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Other comprehensive income (loss), net of tax:        
Net income (loss) $ 60,254 $ (138,540) $ 64,823 $ (163,281)
Foreign currency translation (losses) gains, net of hedges (2,053) 11,120 (5,840) 2,938
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges (10,271) (5,649) (2,592) 11,111
Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments 55 3,136 (3,493) 198
Comprehensive income (loss) 47,985 (129,933) 52,898 (149,034)
Add: Comprehensive (income) loss attributable to noncontrolling interests (2,481) 2,015 (2,402) 2,662
Total comprehensive income (loss) attributable to Cimpress plc $ 45,504 $ (127,918) $ 50,496 $ (146,372)
v3.24.0.1
Consolidated Statement of Shareholders Equity Statement - USD ($)
$ in Thousands
Total
Ordinary Shares
Treasury Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Beginning balance, Shares at Jun. 30, 2022   (44,084,000) (17,971,000)      
Beginning balance, Value at Jun. 30, 2022 $ 494,922 $ (615) $ 1,363,550 $ (501,003) $ (414,138) $ 47,128
Restricted share units vested, net of shares withheld for taxes   112,000        
Restricted share units vested, net of shares withheld for taxes (2,212)     (2,212)    
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 10,653     10,653    
Net Income (Loss) Attributable to Parent (25,441)       (25,441)  
Temporary Equity, Accretion to Redemption Value 2,725       (2,725)  
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges 13,822         13,822
Foreign currency translation, net of hedges (6,835)         (6,835)
Ending balance, Shares at Sep. 30, 2022   (44,196,000) (17,971,000)      
Ending balance, Value at Sep. 30, 2022 507,660 $ (615) $ 1,363,550 (509,444) (385,972) 40,141
Beginning balance, Shares at Jun. 30, 2022   (44,084,000) (17,971,000)      
Beginning balance, Value at Jun. 30, 2022 494,922 $ (615) $ 1,363,550 (501,003) (414,138) 47,128
Net Income (Loss) Attributable to Parent (165,441)          
Ending balance, Shares at Dec. 31, 2022   (44,211,000) (17,971,000)      
Ending balance, Value at Dec. 31, 2022 613,311 $ (615) $ 1,363,550 (521,531) (256,152) 28,059
Beginning balance, Shares at Sep. 30, 2022   (44,196,000) (17,971,000)      
Beginning balance, Value at Sep. 30, 2022 507,660 $ (615) $ 1,363,550 (509,444) (385,972) 40,141
Restricted share units vested, net of shares withheld for taxes   15,000        
Restricted share units vested, net of shares withheld for taxes (158)     (158)    
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 12,245     12,245    
Net Income (Loss) Attributable to Parent (140,000)       (140,000)  
Temporary Equity, Accretion to Redemption Value 10,180       10,180  
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges (2,513)         (2,513)
Foreign currency translation, net of hedges 14,595         14,595
Ending balance, Shares at Dec. 31, 2022   (44,211,000) (17,971,000)      
Ending balance, Value at Dec. 31, 2022 613,311 $ (615) $ 1,363,550 (521,531) (256,152) 28,059
Beginning balance, Shares at Jun. 30, 2023   (44,316,000) (17,971,000)      
Beginning balance, Value at Jun. 30, 2023 623,145 $ (615) $ 1,363,550 (539,454) (235,396) 35,060
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes   2,000        
Restricted share units vested, net of shares withheld for taxes   236,000        
Proceeds from issuance of ordinary shares 82 $ 82        
Restricted share units vested, net of shares withheld for taxes (8,403)     (8,403)    
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 12,621     12,621    
Net Income (Loss) Attributable to Parent 4,554       4,554  
Temporary Equity, Accretion to Redemption Value 330       (330)  
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges 4,131         4,131
Foreign currency translation, net of hedges (3,693)         (3,693)
Ending balance, Shares at Sep. 30, 2023   (44,554,000) (17,971,000)      
Ending balance, Value at Sep. 30, 2023 614,183 $ (615) $ 1,363,550 (543,754) (239,620) 34,622
Beginning balance, Shares at Jun. 30, 2023   (44,316,000) (17,971,000)      
Beginning balance, Value at Jun. 30, 2023 623,145 $ (615) $ 1,363,550 (539,454) (235,396) 35,060
Proceeds from issuance of ordinary shares 88          
Net Income (Loss) Attributable to Parent 62,659          
Ending balance, Shares at Dec. 31, 2023   (44,604,000) (17,971,000)      
Ending balance, Value at Dec. 31, 2023 552,543 $ (621) $ 1,363,550 (560,019) (297,590) 47,223
Beginning balance, Shares at Sep. 30, 2023   (44,554,000) (17,971,000)      
Beginning balance, Value at Sep. 30, 2023 614,183 $ (615) $ 1,363,550 (543,754) (239,620) 34,622
Restricted share units vested, net of shares withheld for taxes   50,000        
Proceeds from issuance of ordinary shares 6 $ 6        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value   $ 6        
Restricted share units vested, net of shares withheld for taxes (1,786)     (1,792)    
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 18,051     18,051    
Net Income (Loss) Attributable to Parent 58,105       58,105  
Temporary Equity, Accretion to Redemption Value 135       (135)  
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges (10,216)         (10,216)
Foreign currency translation, net of hedges (2,385)         (2,385)
Ending balance, Shares at Dec. 31, 2023   (44,604,000) (17,971,000)      
Ending balance, Value at Dec. 31, 2023 $ 552,543 $ (621) $ 1,363,550 $ (560,019) $ (297,590) $ 47,223
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Operating activities    
Net income (loss) $ 64,823 $ (163,281)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 79,031 81,816
Share-based compensation expense 30,102 22,671
Deferred taxes (2,115) 116,927
Gain on early extinguishment of debt 1,721  
Unrealized loss on derivatives not designated as hedging instruments included in net income (loss) 4,868 25,897
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency (10,663) (4,982)
Other non-cash items (770) 11,908
Changes in operating assets and liabilities, net of effects of businesses acquired:    
Accounts receivable 2,521 (5,465)
Inventory 5,309 (26,249)
Prepaid expenses and other assets 881 (13,176)
Accounts payable 55,017 10,960
Accrued expenses and other liabilities (10,083) (1,151)
Net cash provided by operating activities 217,200 55,875
Investing activities    
Purchases of property, plant and equipment (33,955) (26,490)
Business acquisitions, net of cash acquired   498
Capitalization of software and website development costs (28,344) (29,246)
Proceeds from the sale of assets 5,988 1,365
Purchases of marketable securities 0 84,030
Proceeds from maturity of held-to-maturity investments 25,916 32,330
Net cash used in investing activities (30,395) (106,569)
Financing activities    
Proceeds from borrowings of debt 520 10,000
Payments of debt (7,675) (16,586)
Payments for early redemption of 7% Senior Notes due 2026 (24,471)  
Payments of debt issuance costs 0 (51)
Payments of purchase consideration included in acquisition-date fair value 0 225
Payments of withholding taxes in connection with equity awards (10,188) (2,370)
Payments of finance lease obligations (4,880) (4,264)
Purchase of noncontrolling interests   (95,567)
Proceeds from issuance of ordinary shares 88  
Distributions to noncontrolling interests 549 3,652
Net cash used in financing activities (47,155) (112,715)
Effect of exchange rate changes on cash 4,245 1,765
Change in cash held for sale   (4,130)
Net increase (decrease) in cash and cash equivalents 143,895 (165,774)
Cash and cash equivalents at beginning of period (130,313) (277,053)
Cash and cash equivalents at end of period (274,208) (111,279)
Supplemental Cash Flow Elements [Abstract]    
Interest Paid, Excluding Capitalized Interest, Operating Activities 66,646 50,820
Income Taxes Paid 26,434 11,166
Interest Received, Operating Activities 6,165 5,028
Payments to Acquire Equipment on Lease 2,209 8,643
Capital Expenditures Incurred but Not yet Paid 6,561 9,903
Capitalized Software Development Costs Incurred but Not yet Paid 189 82
Amounts accrued related to business acquisitions $ 0 $ 6,838
v3.24.0.1
Description of the Business
 6 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of the Business
Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. 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.
v3.24.0.1
Summary of Significant Accounting Policies
 6 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
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, 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.
Marketable Securities
We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium-term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.
We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, 2023 and 2022.
The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, 2023 and June 30, 2023.

December 31, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Corporate debt securities$12,247 $(58)$12,189 
U.S. government securities4,992 (33)4,959 
Total held-to-maturity securities$17,239 $(91)$17,148 

June 30, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Commercial paper$15,982 $(10)$15,972 
Corporate debt securities16,298 (190)16,108 
U.S. government securities6,260 (69)6,191 
Total due within one year or less38,540 (269)38,271 
Due between one and two years:
Corporate debt securities1,498 (35)1,463 
U.S. government securities2,999 (66)2,933 
Total due between one and two years4,497 (101)4,396 
Total held-to-maturity securities$43,037 $(370)$42,667 

Other (Expense) Income, Net
The following table summarizes the components of other (expense) income, net:
 Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
(Losses) gains on derivatives not designated as hedging instruments (1)
$(13,668)$(24,196)$(5,356)$4,449 
Currency-related gains, net (2)
13,062 6,227 10,363 6,030 
Other gains (losses)
215 577 1,021 (474)
Total other (expense) income, net
$(391)$(17,392)$6,028 $10,005 
_____________________
(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.

Net Income (Loss) Per Share Attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net 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 December 31, Six Months Ended December 31,
 2023202220232022
Weighted average shares outstanding, basic
26,609,929 26,234,747 26,539,349 26,206,782 
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)
569,144 — 589,915 — 
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc
27,179,073 26,234,747 27,129,264 26,206,782 
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)
192,204 3,286,936 189,927 2,987,875 
___________________
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.
(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412, respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.

Share-based Compensation

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

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

Assets Held for Sale

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

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

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

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

Accounting Standards to be Adopted
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026. Early adoption is permitted, but we do not intend to early adopt this standard.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard.
Basis of Presentation
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, Policy [Policy Text Block]
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, 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.
Marketable Securities, Policy
Marketable Securities
We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium-term notes. We invest in securities with a remaining maturity of two years or less. As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.
We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, 2023 and 2022.
The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, 2023 and June 30, 2023.

December 31, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Corporate debt securities$12,247 $(58)$12,189 
U.S. government securities4,992 (33)4,959 
Total held-to-maturity securities$17,239 $(91)$17,148 

June 30, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Commercial paper$15,982 $(10)$15,972 
Corporate debt securities16,298 (190)16,108 
U.S. government securities6,260 (69)6,191 
Total due within one year or less38,540 (269)38,271 
Due between one and two years:
Corporate debt securities1,498 (35)1,463 
U.S. government securities2,999 (66)2,933 
Total due between one and two years4,497 (101)4,396 
Total held-to-maturity securities$43,037 $(370)$42,667 
Other Income (expense), net
Other (Expense) Income, Net
The following table summarizes the components of other (expense) income, net:
 Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
(Losses) gains on derivatives not designated as hedging instruments (1)
$(13,668)$(24,196)$(5,356)$4,449 
Currency-related gains, net (2)
13,062 6,227 10,363 6,030 
Other gains (losses)
215 577 1,021 (474)
Total other (expense) income, net
$(391)$(17,392)$6,028 $10,005 
_____________________
(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.
Net (Loss) Income Per Share
Net Income (Loss) Per Share Attributable to Cimpress plc
Basic net income (loss) per share attributable to Cimpress plc is computed by dividing net income (loss) attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net 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 December 31, Six Months Ended December 31,
 2023202220232022
Weighted average shares outstanding, basic
26,609,929 26,234,747 26,539,349 26,206,782 
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)
569,144 — 589,915 — 
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc
27,179,073 26,234,747 27,129,264 26,206,782 
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)
192,204 3,286,936 189,927 2,987,875 
___________________
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.
(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412, respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.
Share-Based Compensation
Share-based Compensation

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

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

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

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

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

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

Accounting Standards to be Adopted
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026. Early adoption is permitted, but we do not intend to early adopt this standard.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics. The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter. Early adoption is permitted, but we do not intend to early adopt this standard.
v3.24.0.1
Fair Value Measurements
 6 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
 December 31, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$14,362 $— $14,362 $— 
Currency forward contracts89 — 89 — 
Total assets recorded at fair value$14,451 $— $14,451 $— 
Liabilities
Cross-currency swap contracts$(2,456)$— $(2,456)$— 
Currency forward contracts(4,761)— (4,761)— 
Currency option contracts(4,445)— (4,445)— 
Total liabilities recorded at fair value$(11,662)$— $(11,662)$— 
 June 30, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$19,218 $— $19,218 $— 
Currency forward contracts2,301 — 2,301 — 
Currency option contracts990 — 990 — 
Total assets recorded at fair value$22,509 $— $22,509 $— 
Liabilities
Cross-currency swap contracts$(1,777)$— $(1,777)$— 
Currency forward contracts(4,485)— (4,485)— 
Currency option contracts(3,055)— (3,055)— 
Total liabilities recorded at fair value$(9,317)$— $(9,317)$— 

During the six months ended December 31, 2023 and year ended June 30, 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 risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our
derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

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

As of December 31, 2023 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $17,239 and $43,037, respectively, while the fair value was $17,148 and $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.
v3.24.0.1
Derivative Financial Instruments
 6 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities Disclosure
We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.
The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net.
Hedges of Interest Rate Risk
We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.
As of December 31, 2023, we estimate that $4,356 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024. As of December 31, 2023, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.
Our interest rate swap contracts have varying start and maturity dates through April 2028.
Interest rate swap contracts outstanding:Notional Amounts
Contracts accruing interest as of December 31, 2023 (1)
$245,000 
Contracts with a future start date430,000 
Total$675,000 
________________________
(1) Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.
Hedges of Currency Risk
Cross-Currency Swap Contracts
We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.
Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of December 31, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $58,478, maturing during June 2024. We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.
Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan. As of December 31, 2023, we estimate that $809 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024.
Other Currency Hedges
We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.
As of December 31, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $323,242 that matures in May 2028.
We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, 2023 and 2022, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.
In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 8 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other
currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.
As of December 31, 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, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:
Notional AmountEffective DateMaturity DateNumber of InstrumentsIndex
$626,697March 2022 through December 2023Various dates through December 2025608Various
Financial Instrument Presentation
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.
December 31, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther current assets / other assets$14,622 $(260)$14,362 Other liabilities$— $— $— 
Cross-currency swapsOther assets— — — Other current liabilities(2,456)— $(2,456)
Total derivatives designated as hedging instruments$14,622 $(260)$14,362 $(2,456)$— $(2,456)
Derivatives not designated as hedging instruments
Currency forward contractsOther current assets / other assets$186 $(97)$89 Other current liabilities / other liabilities$(6,534)$1,773 $(4,761)
Currency option contractsOther assets— — — Other current liabilities / other liabilities(4,445)— (4,445)
Total derivatives not designated as hedging instruments$186 $(97)$89 $(10,979)$1,773 $(9,206)
June 30, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther assets$19,341 $(123)$19,218 Other liabilities$— $— $— 
Cross-currency swapsOther 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 contractsOther current assets / other assets$2,873 $(572)$2,301 Other current liabilities / other liabilities$(6,074)$1,589 $(4,485)
Currency option contractsOther current assets / other assets990 — 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 $(7,540)
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three and six months ended December 31, 2023 and 2022:
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(8,081)$(1,266)$(1,950)$11,688 
Cross-currency swaps(2,190)(4,383)(642)(577)
Derivatives in net investment hedging relationships
Intercompany loan(9,319)(18,636)(3,545)(5,684)
Currency forward contracts— — (1,080)— 
Total$(19,590)$(24,285)$(7,217)$5,427 
The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022:
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into IncomeAffected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(2,274)$(1,089)$(4,496)$(692)Interest expense, net
Cross-currency swaps2,230 4,606 294 864 Other (expense) income, net
Total before income tax(44)3,517 (4,202)172 Income (loss) before income taxes
Income tax98 (381)709 26 Income tax expense
Total$54 $3,136 $(3,493)$198 
The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting.
Amount of Gain (Loss) Recognized in Net Income (Loss)
Affected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Currency contracts$(13,668)$(24,196)$(5,356)$4,449 Other (expense) income, net
Total$(13,668)$(24,196)$(5,356)$4,449 
v3.24.0.1
Accumulated Other Comprehensive Loss
 6 Months Ended
Dec. 31, 2023
Equity [Abstract]  
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 $464 for the six months ended December 31, 2023:
Gains on cash flow hedges (1)Losses on pension benefit obligationTranslation adjustments, net of hedges (2)Total
Balance as of June 30, 2023
$12,297 $(356)$(47,001)$(35,060)
Other comprehensive income before reclassifications (2,592)— (6,078)(8,670)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)
(3,493)— — (3,493)
Net current period other comprehensive loss
(6,085)— (6,078)(12,163)
Balance as of December 31, 2023
$6,212 $(356)$(53,079)$(47,223)
________________________
(1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
(2) As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023. Intercompany loan hedge gains of $33,199 and $38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively.
v3.24.0.1
Goodwill
 6 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Disclosure [Text Block]
The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows:
VistaPrintBrothersThe Print GroupAll Other BusinessesTotal
Balance as of June 30, 2023
$295,731 $141,092 $149,797 $194,921 $781,541 
Effect of currency translation adjustments (1)4,120 2,778 2,528 — 9,426 
Balance as of December 31, 2023
$299,851 $143,870 $152,325 $194,921 $790,967 
________________________
(1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.
v3.24.0.1
Other Balance Sheet Components
 6 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
Other Balance Sheet Components
Accrued expenses included the following:
 December 31, 2023June 30, 2023
Compensation costs$72,897 $74,879 
Income and indirect taxes (1)
60,893 53,266 
Advertising costs (1)
23,141 16,548 
Third party manufacturing and digital content costs (1)
20,713 17,380 
Shipping costs (1)
15,294 11,146 
Variable compensation incentives7,971 9,413 
Sales returns
6,175 6,441 
Interest payable
3,336 2,847 
Professional fees2,532 2,743 
Restructuring costs (2)
762 7,567 
Other51,747 54,879 
Total accrued expenses$265,461 $257,109 
______________________
(1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year.
(2) The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023. Refer to Note 13 for additional details.
Other current liabilities included the following:
December 31, 2023June 30, 2023
Current portion of finance lease obligations$8,978 $9,938 
Short-term derivative liabilities11,624 9,865 
Other1,047 4,666 
Total other current liabilities$21,649 $24,469 
Other liabilities included the following:
December 31, 2023June 30, 2023
Long-term finance lease obligations$31,119 $29,822 
Long-term compensation incentives16,417 22,286 
Mandatorily redeemable noncontrolling interest9,910 12,018 
Long-term derivative liabilities2,167 1,737 
Other22,091 24,195 
Total other liabilities$81,704 $90,058 
v3.24.0.1
Debt
 6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
December 31, 2023June 30, 2023
7.0% Senior Notes due 2026 $522,135 $548,300 
Senior secured credit facility1,098,366 1,098,613 
Other5,824 7,076 
Debt issuance costs and discounts, net of debt premiums(14,300)(16,033)
Total debt outstanding, net1,612,025 1,637,956 
Less: short-term debt (1)11,083 10,713 
Long-term debt$1,600,942 $1,627,243 
_____________________
(1) Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,532 and $3,526, respectively.
Our various debt arrangements described below contain customary representations, warranties, and events of default. As of December 31, 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 ("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 Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0.50%) plus 3.50%, and
◦a €300,000 tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%; and
•A $250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility currently bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0%) plus 2.50% to 3.00% depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.
The 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 December 31, 2023, we have borrowings under the Restated Credit Agreement of $1,098,366 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023.
As of December 31, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 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.
Senior Unsecured Notes
As of December 31, 2023, we have $522,135 in aggregate principal outstanding of our 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. During the six months ended December 31, 2023, we purchased an aggregate principal amount of $26,165 for a purchase price of $24,471, as well as the related settlement of unpaid interest. For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $349 and $1,721, respectively.
Other Debt
Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, 2023 and June 30, 2023, we had $5,824 and $7,076, respectively, outstanding for those obligations that are payable through September 2027.
v3.24.0.1
Income Taxes
 6 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]
Our income tax expense was $16,795 and $24,917 for the three and six months ended December 31, 2023, respectively, as compared to $126,129 and $135,494 for the three and six months ended December 31, 2022, respectively. Tax expense decreased year over year primarily related to the full valuation allowance that was recorded in the second quarter of fiscal year 2023 on Swiss deferred tax assets of $116,694 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards. This was partially offset by increased tax on increased profits. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2024 than for fiscal year 2023 primarily due to forecasted pre-tax profits in fiscal year 2024 as compared to a pre-tax loss in fiscal year 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 December 31, 2023 we had unrecognized tax benefits of $16,141, including accrued interest and penalties of $1,953. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $7,275 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $1,200 to $1,300 related to the lapse of applicable statutes of limitations or settlement. We believe we have appropriately provided for all tax uncertainties.
    
We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2023 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 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.
v3.24.0.1
Noncontrolling interests
 6 Months Ended
Dec. 31, 2023
Noncontrolling Interest [Abstract]  
Noncontrolling Interest Disclosure [Text Block]
Redeemable Noncontrolling Interests
For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team own a minority portion of the equity. These noncontrolling interests span multiple businesses and reportable segments.
The following table presents the reconciliation of changes in our noncontrolling interests:
Redeemable Noncontrolling InterestNoncontrolling Interest
Balance as of June 30, 2023$10,893 $459 
Accretion to redemption value recognized in retained earnings (1)465 — 
Accretion to redemption value recognized in net income attributable to noncontrolling interests (1)1,915 — 
Net income attributable to noncontrolling interests92 157 
Distribution to noncontrolling interests(200)— 
Foreign currency translation227 11 
Balance as of December 31, 2023$13,392 $627 
_________________
(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value.
v3.24.0.1
Segment Information
 6 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Information
Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), for purposes of making decisions about how to allocate resources and assess performance.
As of December 31, 2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:
•Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution.
•PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland .
•The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom.
•National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts.
•All Other Businesses - Includes two businesses grouped together based on materiality.
◦BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products.
◦Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil.
Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; 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 fair value 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.
Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.
Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Revenue:
Vista$485,151 $437,736 $881,798 $807,105 
PrintBrothers165,148 148,598 317,369 281,297 
The Print Group93,268 89,336 173,807 166,159 
National Pen130,572 120,621 217,827 202,287 
All Other Businesses60,283 59,998 112,083 111,825 
Total segment revenue934,422 856,289 1,702,884 1,568,673 
Inter-segment eliminations (1)(13,059)(11,087)(24,227)(20,056)
Total consolidated revenue$921,363 $845,202 $1,678,657 $1,548,617 
_____________________
(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.
Three Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$325,693 $— $— $59,229 $50,570 $435,492 
Europe131,138 164,378 90,026 63,482 — 449,024 
Other27,880 — — 2,031 6,936 36,847 
Inter-segment440 770 3,242 5,830 2,777 13,059 
   Total segment revenue485,151 165,148 93,268 130,572 60,283 934,422 
Less: inter-segment elimination(440)(770)(3,242)(5,830)(2,777)(13,059)
Total external revenue$484,711 $164,378 $90,026 $124,742 $57,506 $921,363 
Six Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$614,748 $— $— $111,964 $92,784 $819,496 
Europe216,545 315,920 167,828 91,219 — 791,512 
Other49,770 — — 3,408 14,471 67,649 
Inter-segment735 1,449 5,979 11,236 4,828 24,227 
   Total segment revenue881,798 317,369 173,807 217,827 112,083 1,702,884 
Less: inter-segment elimination(735)(1,449)(5,979)(11,236)(4,828)(24,227)
Total external revenue$881,063 $315,920 $167,828 $206,591 $107,255 $1,678,657 
Three Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$298,698 $— $— $62,208 $52,200 $413,106 
Europe112,698 148,089 86,291 50,799 — 397,877 
Other25,838 — — 2,130 6,251 34,219 
Inter-segment502 509 3,045 5,484 1,547 11,087 
   Total segment revenue437,736 148,598 89,336 120,621 59,998 856,289 
Less: inter-segment elimination(502)(509)(3,045)(5,484)(1,547)(11,087)
Total external revenue$437,234 $148,089 $86,291 $115,137 $58,451 $845,202 
Six Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$572,355 $— $— $111,655 $95,492 $779,502 
Europe185,493 280,471 161,282 75,744 — 702,990 
Other48,245 — — 4,682 13,198 66,125 
Inter-segment1,012 826 4,877 10,206 3,135 20,056 
   Total segment revenue807,105 281,297 166,159 202,287 111,825 1,568,673 
Less: inter-segment elimination(1,012)(826)(4,877)(10,206)(3,135)(20,056)
Total external revenue$806,093 $280,471 $161,282 $192,081 $108,690 $1,548,617 
___________________
(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein.
The following table includes segment EBITDA by reportable segment, total income (loss) from operations and total income (loss) before income taxes:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Segment EBITDA:
Vista$103,176 $55,157 $177,600 $85,894 
PrintBrothers28,341 19,509 48,167 34,500 
The Print Group18,442 13,681 32,050 25,901 
National Pen25,865 24,783 17,562 23,486 
All Other Businesses7,983 5,406 14,441 11,584 
Total segment EBITDA183,807 118,536 289,820 181,365 
Central and corporate costs(35,967)(33,802)(67,747)(68,380)
Depreciation and amortization(39,089)(40,874)(79,031)(81,816)
Restructuring-related charges(483)(11,207)(149)(13,027)
Certain impairments and other adjustments (589)925 (1,114)(2,531)
Total income from operations107,679 33,578 141,779 15,611 
Other (expense) income, net
(391)(17,392)6,028 10,005 
Interest expense, net(30,588)(28,597)(59,788)(53,403)
Gain on early extinguishment of debt
349 — 1,721 — 
Income (loss) before income taxes
$77,049 $(12,411)$89,740 $(27,787)
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Depreciation and amortization:
Vista$13,176 $14,193 $28,051 $28,863 
PrintBrothers4,024 5,149 7,913 9,922 
The Print Group6,000 5,799 11,822 11,661 
National Pen4,992 5,795 10,180 11,686 
All Other Businesses4,509 4,326 9,056 8,842 
Central and corporate costs6,388 5,612 12,009 10,842 
Total depreciation and amortization$39,089 $40,874 $79,031 $81,816 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Purchases of property, plant and equipment:
Vista$5,859 $6,445 $9,470 $9,569 
PrintBrothers90 1,053 5,242 1,761 
The Print Group2,547 5,270 11,043 10,089 
National Pen1,486 846 4,155 2,447 
All Other Businesses1,181 767 3,416 1,835 
Central and corporate costs227 351 629 789 
Total purchases of property, plant and equipment$11,390 $14,732 $33,955 $26,490 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Capitalization of software and website development costs:
Vista$6,050 $5,139 $12,690 $11,774 
PrintBrothers456 1,069 913 1,458 
The Print Group1,056 771 1,750 1,261 
National Pen1,171 512 1,976 1,100 
All Other Businesses1,110 899 2,297 1,823 
Central and corporate costs4,104 5,526 8,718 11,830 
Total capitalization of software and website development costs$13,947 $13,916 $28,344 $29,246 
The following table sets forth long-lived assets by geographic area:
 December 31, 2023June 30, 2023
Long-lived assets (1):  
United States (2)
$70,927 $83,956 
Switzerland74,769 73,857 
Netherlands62,759 65,547 
Canada54,588 57,328 
Italy40,318 42,377 
France31,268 29,302 
Germany31,402 27,813 
Australia19,836 19,664 
Jamaica (3)
910 17,834 
Other88,035 86,690 
Total$474,812 $504,368 
___________________
(1) Excludes goodwill of $790,967 and $781,541, intangible assets, net of $90,617 and $109,196, deferred tax assets of $11,773 and $12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $4,497 as of June 30, 2023.
(2) The decrease in the United States long-lived assets is due to the reclassification of a tax receivable from non-current to current during the current fiscal year.
(3) 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 December 31, 2023. The asset is now presented as part of prepaid expenses and other current assets in the consolidated balance sheet. Refer to Note 2 for additional details.
v3.24.0.1
Commitments and Contingencies
 6 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Purchase Obligations
At December 31, 2023, we had unrecorded commitments under contract of $208,113, including inventory, third-party fulfillment and digital service purchase commitments of $93,352; third-party cloud services of $56,113; software of $17,388; advertising of $6,888; professional and consulting fees of $5,973; production and computer equipment purchases of $2,468; and other unrecorded purchase commitments of $25,931.
Legal Proceedings
We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.
v3.24.0.1
Restructuring Charges
 6 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Charges
Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs including third-party professional and outplacement services. All restructuring costs are excluded from segment and adjusted EBITDA.

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

During the three and six months ended December 31, 2022, we recognized restructuring expense of $11,207 and $13,027, respectively.The prior periods' restructuring charges were primarily recognized in our Vista
reportable segment, related to the impairment and write-off of assets associated with our exit of the Japanese market. Additionally, we recognized $3,561 for the three and six months ended December 31, 2022 within our All Other Businesses reportable segment, which included losses related to the sale of our Chinese business.

The following table summarizes the restructuring activity during the six months ended December 31, 2023.
Severance and Related BenefitsOther Restructuring Costs
Accrued Restructuring Liability
Balance as of June 30, 2023$7,567 $— $7,567 
Restructuring charges112 37 149 
Cash payments(6,938)— (6,938)
Non-cash charges— (37)(37)
Foreign currency translation21 — 21 
Balance as of December 31, 2023
$762 $— $762 
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure            
Net Income (Loss) Attributable to Parent $ 58,105 $ 4,554 $ (140,000) $ (25,441) $ 62,659 $ (165,441)
v3.24.0.1
Summary of Significant Accounting Policies Summary of Significant Accounting Principles (Tables)
 6 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Debt Securities, Held-to-maturity
The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, 2023 and June 30, 2023.

December 31, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Corporate debt securities$12,247 $(58)$12,189 
U.S. government securities4,992 (33)4,959 
Total held-to-maturity securities$17,239 $(91)$17,148 

June 30, 2023
Amortized costUnrealized lossesFair value
Due within one year or less:
Commercial paper$15,982 $(10)$15,972 
Corporate debt securities16,298 (190)16,108 
U.S. government securities6,260 (69)6,191 
Total due within one year or less38,540 (269)38,271 
Due between one and two years:
Corporate debt securities1,498 (35)1,463 
U.S. government securities2,999 (66)2,933 
Total due between one and two years4,497 (101)4,396 
Total held-to-maturity securities$43,037 $(370)$42,667 
Schedule of Other Nonoperating Income (Expense)
The following table summarizes the components of other (expense) income, net:
 Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
(Losses) gains on derivatives not designated as hedging instruments (1)
$(13,668)$(24,196)$(5,356)$4,449 
Currency-related gains, net (2)
13,062 6,227 10,363 6,030 
Other gains (losses)
215 577 1,021 (474)
Total other (expense) income, net
$(391)$(17,392)$6,028 $10,005 
_____________________
(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.
Schedule of Weighted Average Number of Shares
The following table sets forth the reconciliation of the weighted-average number of ordinary shares:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Weighted average shares outstanding, basic
26,609,929 26,234,747 26,539,349 26,206,782 
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)
569,144 — 589,915 — 
Shares used in computing diluted net income (loss) per share attributable to Cimpress plc
27,179,073 26,234,747 27,129,264 26,206,782 
Weighted average anti-dilutive shares excluded from diluted net income (loss) per share attributable to Cimpress plc (1)
192,204 3,286,936 189,927 2,987,875 
___________________
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.
(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412, respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.
v3.24.0.1
Fair Value Measurements (Tables)
 6 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair value of financial assets The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
 December 31, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$14,362 $— $14,362 $— 
Currency forward contracts89 — 89 — 
Total assets recorded at fair value$14,451 $— $14,451 $— 
Liabilities
Cross-currency swap contracts$(2,456)$— $(2,456)$— 
Currency forward contracts(4,761)— (4,761)— 
Currency option contracts(4,445)— (4,445)— 
Total liabilities recorded at fair value$(11,662)$— $(11,662)$— 
 June 30, 2023
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap contracts$19,218 $— $19,218 $— 
Currency forward contracts2,301 — 2,301 — 
Currency option contracts990 — 990 — 
Total assets recorded at fair value$22,509 $— $22,509 $— 
Liabilities
Cross-currency swap contracts$(1,777)$— $(1,777)$— 
Currency forward contracts(4,485)— (4,485)— 
Currency option contracts(3,055)— (3,055)— 
Total liabilities recorded at fair value$(9,317)$— $(9,317)$— 
v3.24.0.1
Derivative Financial Instruments (Tables)
 6 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Our interest rate swap contracts have varying start and maturity dates through April 2028.
Interest rate swap contracts outstanding:Notional Amounts
Contracts accruing interest as of December 31, 2023 (1)
$245,000 
Contracts with a future start date430,000 
Total$675,000 
________________________
(1) Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.
Schedule of Notional Amounts of Outstanding Derivative Positions
As of December 31, 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, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:
Notional AmountEffective DateMaturity DateNumber of InstrumentsIndex
$626,697March 2022 through December 2023Various dates through December 2025608Various
Derivative Instruments in Statement of Financial Position, Fair Value
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.
December 31, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther current assets / other assets$14,622 $(260)$14,362 Other liabilities$— $— $— 
Cross-currency swapsOther assets— — — Other current liabilities(2,456)— $(2,456)
Total derivatives designated as hedging instruments$14,622 $(260)$14,362 $(2,456)$— $(2,456)
Derivatives not designated as hedging instruments
Currency forward contractsOther current assets / other assets$186 $(97)$89 Other current liabilities / other liabilities$(6,534)$1,773 $(4,761)
Currency option contractsOther assets— — — Other current liabilities / other liabilities(4,445)— (4,445)
Total derivatives not designated as hedging instruments$186 $(97)$89 $(10,979)$1,773 $(9,206)
June 30, 2023
Asset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives in cash flow hedging relationships
Interest rate swapsOther assets$19,341 $(123)$19,218 Other liabilities$— $— $— 
Cross-currency swapsOther 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 contractsOther current assets / other assets$2,873 $(572)$2,301 Other current liabilities / other liabilities$(6,074)$1,589 $(4,485)
Currency option contractsOther current assets / other assets990 — 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 $(7,540)
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net
The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three and six months ended December 31, 2023 and 2022:
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(8,081)$(1,266)$(1,950)$11,688 
Cross-currency swaps(2,190)(4,383)(642)(577)
Derivatives in net investment hedging relationships
Intercompany loan(9,319)(18,636)(3,545)(5,684)
Currency forward contracts— — (1,080)— 
Total$(19,590)$(24,285)$(7,217)$5,427 
Reclassification out of Accumulated Other Comprehensive Income
The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022:
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into IncomeAffected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Derivatives in cash flow hedging relationships
Interest rate swaps$(2,274)$(1,089)$(4,496)$(692)Interest expense, net
Cross-currency swaps2,230 4,606 294 864 Other (expense) income, net
Total before income tax(44)3,517 (4,202)172 Income (loss) before income taxes
Income tax98 (381)709 26 Income tax expense
Total$54 $3,136 $(3,493)$198 
Derivatives Not Designated as Hedging Instruments
The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting.
Amount of Gain (Loss) Recognized in Net Income (Loss)
Affected line item in the
Statement of Operations
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Currency contracts$(13,668)$(24,196)$(5,356)$4,449 Other (expense) income, net
Total$(13,668)$(24,196)$(5,356)$4,449 
v3.24.0.1
Accumulated Other Comprehensive Loss (Tables)
 6 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of accumulated other comprehensive income (loss)
The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $464 for the six months ended December 31, 2023:
Gains on cash flow hedges (1)Losses on pension benefit obligationTranslation adjustments, net of hedges (2)Total
Balance as of June 30, 2023
$12,297 $(356)$(47,001)$(35,060)
Other comprehensive income before reclassifications (2,592)— (6,078)(8,670)
Amounts reclassified from accumulated other comprehensive loss to net income (loss)
(3,493)— — (3,493)
Net current period other comprehensive loss
(6,085)— (6,078)(12,163)
Balance as of December 31, 2023
$6,212 $(356)$(53,079)$(47,223)
________________________
(1) Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
(2) As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023. Intercompany loan hedge gains of $33,199 and $38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively.
v3.24.0.1
Goodwill (Tables)
 6 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows:
VistaPrintBrothersThe Print GroupAll Other BusinessesTotal
Balance as of June 30, 2023
$295,731 $141,092 $149,797 $194,921 $781,541 
Effect of currency translation adjustments (1)4,120 2,778 2,528 — 9,426 
Balance as of December 31, 2023
$299,851 $143,870 $152,325 $194,921 $790,967 
________________________
(1) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.
v3.24.0.1
Other Balance Sheet Components (Tables)
 6 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
Accrued expenses
Accrued expenses included the following:
 December 31, 2023June 30, 2023
Compensation costs$72,897 $74,879 
Income and indirect taxes (1)
60,893 53,266 
Advertising costs (1)
23,141 16,548 
Third party manufacturing and digital content costs (1)
20,713 17,380 
Shipping costs (1)
15,294 11,146 
Variable compensation incentives7,971 9,413 
Sales returns
6,175 6,441 
Interest payable
3,336 2,847 
Professional fees2,532 2,743 
Restructuring costs (2)
762 7,567 
Other51,747 54,879 
Total accrued expenses$265,461 $257,109 
______________________
(1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year.
(2) The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023. Refer to Note 13 for additional details.
Other Current Liabilities
Other current liabilities included the following:
December 31, 2023June 30, 2023
Current portion of finance lease obligations$8,978 $9,938 
Short-term derivative liabilities11,624 9,865 
Other1,047 4,666 
Total other current liabilities$21,649 $24,469 
Other Liabilities
Other liabilities included the following:
December 31, 2023June 30, 2023
Long-term finance lease obligations$31,119 $29,822 
Long-term compensation incentives16,417 22,286 
Mandatorily redeemable noncontrolling interest9,910 12,018 
Long-term derivative liabilities2,167 1,737 
Other22,091 24,195 
Total other liabilities$81,704 $90,058 
v3.24.0.1
Debt (Tables)
 6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
December 31, 2023June 30, 2023
7.0% Senior Notes due 2026 $522,135 $548,300 
Senior secured credit facility1,098,366 1,098,613 
Other5,824 7,076 
Debt issuance costs and discounts, net of debt premiums(14,300)(16,033)
Total debt outstanding, net1,612,025 1,637,956 
Less: short-term debt (1)11,083 10,713 
Long-term debt$1,600,942 $1,627,243 
_____________________
(1) Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,532 and $3,526, respectively.
v3.24.0.1
Noncontrolling interests (Tables)
 6 Months Ended
Dec. 31, 2023
Noncontrolling Interest [Line Items]  
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]
The following table presents the reconciliation of changes in our noncontrolling interests:
Redeemable Noncontrolling InterestNoncontrolling Interest
Balance as of June 30, 2023$10,893 $459 
Accretion to redemption value recognized in retained earnings (1)465 — 
Accretion to redemption value recognized in net income attributable to noncontrolling interests (1)1,915 — 
Net income attributable to noncontrolling interests92 157 
Distribution to noncontrolling interests(200)— 
Foreign currency translation227 11 
Balance as of December 31, 2023$13,392 $627 
_________________
(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.
v3.24.0.1
Segment Information (Tables)
 6 Months Ended
Dec. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]  
Reconciliation of Revenue from Segments to Consolidated The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Revenue:
Vista$485,151 $437,736 $881,798 $807,105 
PrintBrothers165,148 148,598 317,369 281,297 
The Print Group93,268 89,336 173,807 166,159 
National Pen130,572 120,621 217,827 202,287 
All Other Businesses60,283 59,998 112,083 111,825 
Total segment revenue934,422 856,289 1,702,884 1,568,673 
Inter-segment eliminations (1)(13,059)(11,087)(24,227)(20,056)
Total consolidated revenue$921,363 $845,202 $1,678,657 $1,548,617 
_____________________
(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.
Revenue from External Customers by Geographic Areas [Table Text Block]
Three Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$325,693 $— $— $59,229 $50,570 $435,492 
Europe131,138 164,378 90,026 63,482 — 449,024 
Other27,880 — — 2,031 6,936 36,847 
Inter-segment440 770 3,242 5,830 2,777 13,059 
   Total segment revenue485,151 165,148 93,268 130,572 60,283 934,422 
Less: inter-segment elimination(440)(770)(3,242)(5,830)(2,777)(13,059)
Total external revenue$484,711 $164,378 $90,026 $124,742 $57,506 $921,363 
Six Months Ended December 31, 2023
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$614,748 $— $— $111,964 $92,784 $819,496 
Europe216,545 315,920 167,828 91,219 — 791,512 
Other49,770 — — 3,408 14,471 67,649 
Inter-segment735 1,449 5,979 11,236 4,828 24,227 
   Total segment revenue881,798 317,369 173,807 217,827 112,083 1,702,884 
Less: inter-segment elimination(735)(1,449)(5,979)(11,236)(4,828)(24,227)
Total external revenue$881,063 $315,920 $167,828 $206,591 $107,255 $1,678,657 
Three Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$298,698 $— $— $62,208 $52,200 $413,106 
Europe112,698 148,089 86,291 50,799 — 397,877 
Other25,838 — — 2,130 6,251 34,219 
Inter-segment502 509 3,045 5,484 1,547 11,087 
   Total segment revenue437,736 148,598 89,336 120,621 59,998 856,289 
Less: inter-segment elimination(502)(509)(3,045)(5,484)(1,547)(11,087)
Total external revenue$437,234 $148,089 $86,291 $115,137 $58,451 $845,202 
Six Months Ended December 31, 2022
Vista (1)PrintBrothersThe Print GroupNational PenAll Other
Total (1)
Revenue by Geographic Region:
North America$572,355 $— $— $111,655 $95,492 $779,502 
Europe185,493 280,471 161,282 75,744 — 702,990 
Other48,245 — — 4,682 13,198 66,125 
Inter-segment1,012 826 4,877 10,206 3,135 20,056 
   Total segment revenue807,105 281,297 166,159 202,287 111,825 1,568,673 
Less: inter-segment elimination(1,012)(826)(4,877)(10,206)(3,135)(20,056)
Total external revenue$806,093 $280,471 $161,282 $192,081 $108,690 $1,548,617 
___________________
(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein.
Reconciliation of Operating Profit (Loss) from Segments to Consolidated
The following table includes segment EBITDA by reportable segment, total income (loss) from operations and total income (loss) before income taxes:
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Segment EBITDA:
Vista$103,176 $55,157 $177,600 $85,894 
PrintBrothers28,341 19,509 48,167 34,500 
The Print Group18,442 13,681 32,050 25,901 
National Pen25,865 24,783 17,562 23,486 
All Other Businesses7,983 5,406 14,441 11,584 
Total segment EBITDA183,807 118,536 289,820 181,365 
Central and corporate costs(35,967)(33,802)(67,747)(68,380)
Depreciation and amortization(39,089)(40,874)(79,031)(81,816)
Restructuring-related charges(483)(11,207)(149)(13,027)
Certain impairments and other adjustments (589)925 (1,114)(2,531)
Total income from operations107,679 33,578 141,779 15,611 
Other (expense) income, net
(391)(17,392)6,028 10,005 
Interest expense, net(30,588)(28,597)(59,788)(53,403)
Gain on early extinguishment of debt
349 — 1,721 — 
Income (loss) before income taxes
$77,049 $(12,411)$89,740 $(27,787)
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated
 Three Months Ended December 31, Six Months Ended December 31,
 2023202220232022
Depreciation and amortization:
Vista$13,176 $14,193 $28,051 $28,863 
PrintBrothers4,024 5,149 7,913 9,922 
The Print Group6,000 5,799 11,822 11,661 
National Pen4,992 5,795 10,180 11,686 
All Other Businesses4,509 4,326 9,056 8,842 
Central and corporate costs6,388 5,612 12,009 10,842 
Total depreciation and amortization$39,089 $40,874 $79,031 $81,816 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Purchases of property, plant and equipment:
Vista$5,859 $6,445 $9,470 $9,569 
PrintBrothers90 1,053 5,242 1,761 
The Print Group2,547 5,270 11,043 10,089 
National Pen1,486 846 4,155 2,447 
All Other Businesses1,181 767 3,416 1,835 
Central and corporate costs227 351 629 789 
Total purchases of property, plant and equipment$11,390 $14,732 $33,955 $26,490 
Three Months Ended December 31, Six Months Ended December 31,
2023202220232022
Capitalization of software and website development costs:
Vista$6,050 $5,139 $12,690 $11,774 
PrintBrothers456 1,069 913 1,458 
The Print Group1,056 771 1,750 1,261 
National Pen1,171 512 1,976 1,100 
All Other Businesses1,110 899 2,297 1,823 
Central and corporate costs4,104 5,526 8,718 11,830 
Total capitalization of software and website development costs$13,947 $13,916 $28,344 $29,246 
Long-lived assets by geographic area
The following table sets forth long-lived assets by geographic area:
 December 31, 2023June 30, 2023
Long-lived assets (1):  
United States (2)
$70,927 $83,956 
Switzerland74,769 73,857 
Netherlands62,759 65,547 
Canada54,588 57,328 
Italy40,318 42,377 
France31,268 29,302 
Germany31,402 27,813 
Australia19,836 19,664 
Jamaica (3)
910 17,834 
Other88,035 86,690 
Total$474,812 $504,368 
___________________
(1) Excludes goodwill of $790,967 and $781,541, intangible assets, net of $90,617 and $109,196, deferred tax assets of $11,773 and $12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $4,497 as of June 30, 2023.
(2) The decrease in the United States long-lived assets is due to the reclassification of a tax receivable from non-current to current during the current fiscal year.
(3) 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 December 31, 2023. The asset is now presented as part of prepaid expenses and other current assets in the consolidated balance sheet. Refer to Note 2 for additional details.
v3.24.0.1
Restructuring Charges (Tables)
 6 Months Ended
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]  
Restructuring and Related Costs
The following table summarizes the restructuring activity during the six months ended December 31, 2023.
Severance and Related BenefitsOther Restructuring Costs
Accrued Restructuring Liability
Balance as of June 30, 2023$7,567 $— $7,567 
Restructuring charges112 37 149 
Cash payments(6,938)— (6,938)
Non-cash charges— (37)(37)
Foreign currency translation21 — 21 
Balance as of December 31, 2023
$762 $— $762 
v3.24.0.1
Consolidated Statements of Operations, Supplemental Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense $ 17,649 $ 12,040 $ 30,102 $ 22,671
Cost of revenue        
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense 229 176 396 369
Technology and development expense        
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense 5,700 4,267 9,909 7,308
Marketing and selling expense        
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense 3,089 1,752 5,307 4,211
General and administrative expense        
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense 8,631 5,352 14,490 10,134
Restructuring Charges        
Supplemental Income Statement Elements [Line Items]        
Share-based compensation expense $ 0 $ 493 $ 0 $ 649
v3.24.0.1
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2023
Accounting Policies [Line Items]          
Marketable Securities, Current $ 17,239   $ 17,239   $ 38,540
Marketable securities, non-current 0   0   4,497
Total Marketable Securities 17,239   17,239   43,037
Unrealized Loss on Securities     (91) $ 370  
Investments, Fair Value Disclosure 17,148   17,148   42,667
Asset Impairment Charges 589 $ (925) 1,114 (2,531)  
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net [1] (13,668) (24,196) (5,356) 4,449  
Foreign Currency Transaction Gain (Loss), Realized [2] 13,062 6,227 10,363 6,030  
Other Nonoperating Gains (Losses) 215 577 1,021 (474)  
Other (expense) income, net (391) (17,392) 6,028 10,005  
Realized gain (loss) on derivatives not designated as hedging instruments $ 2,539 $ 16,368 $ 488 $ 30,988  
Weighted average shares outstanding — basic 26,609,929 26,234,747 26,539,349 26,206,782  
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2) [3],[4] 569,144 0 589,915 0  
Weighted average shares outstanding — diluted 27,179,073 26,234,747 27,129,264 26,206,782  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount [3] 192,204 3,286,936 189,927 2,987,875  
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements   146,506   122,412  
Long-Lived Assets Held-for-Sale [Line Items]          
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure $ 16,595   $ 16,595    
Net Income (Loss) Per Share Attributable to Cimpress plc [Line Items]          
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements   146,506   122,412  
Commercial Paper          
Accounting Policies [Line Items]          
Marketable Securities, Current         15,982
Unrealized Loss on Securities       $ 10  
Investments, Fair Value Disclosure         15,972
Corporate Debt Securities          
Accounting Policies [Line Items]          
Marketable Securities, Current 12,247   12,247   16,298
Marketable securities, non-current         1,498
US Government Debt Securities [Member]          
Accounting Policies [Line Items]          
Marketable securities, non-current         2,999
Foreign Exchange Forward [Member]          
Accounting Policies [Line Items]          
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net (13,668) $ (24,196) (5,356) 4,449  
Marketable securities, current [Member]          
Accounting Policies [Line Items]          
Unrealized Loss on Securities       269  
Investments, Fair Value Disclosure         38,271
Marketable securities, current [Member] | Corporate Debt Securities          
Accounting Policies [Line Items]          
Unrealized Loss on Securities     58 190  
Investments, Fair Value Disclosure 12,189   12,189   16,108
Marketable securities, current [Member] | US Government Debt Securities [Member]          
Accounting Policies [Line Items]          
Marketable Securities, Current 4,992   4,992   6,260
Unrealized Loss on Securities     33 69  
Investments, Fair Value Disclosure $ 4,959   $ 4,959   6,191
Marketable securities, noncurrent [Member]          
Accounting Policies [Line Items]          
Unrealized Loss on Securities       101  
Investments, Fair Value Disclosure         4,396
Marketable securities, noncurrent [Member] | Corporate Debt Securities          
Accounting Policies [Line Items]          
Unrealized Loss on Securities       35  
Investments, Fair Value Disclosure         1,463
Marketable securities, noncurrent [Member] | US Government Debt Securities [Member]          
Accounting Policies [Line Items]          
Unrealized Loss on Securities       $ 66  
Investments, Fair Value Disclosure         $ 2,933
[1] Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
[2] Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan. Refer to Note 4 for additional details relating to this cash flow hedge.
[3] In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive. Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.
[4] On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412, respectively. For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants; therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.
v3.24.0.1
Fair Value Measurements (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
instrument
Jun. 30, 2023
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Gross $ 1,626,325 $ 1,653,989
Debt Instrument, Fair Value Disclosure 1,625,473 1,604,190
Total Marketable Securities 17,239 43,037
Investments, Fair Value Disclosure 17,148 42,667
Fair value, recurring measurements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 14,451 22,509
Financial and Nonfinancial Liabilities, Fair Value Disclosure 11,662 9,317
Foreign Exchange Forward [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset 89 2,301
Derivative Liability $ (4,761) (4,485)
Derivative, Number of Instruments Held | instrument 608  
Interest Rate Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset $ 14,362 19,218
Derivative, Number of Instruments Held | instrument 11  
Foreign Exchange Option [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset   990
Derivative Liability $ (4,445) (3,055)
Cross Currency Interest Rate Contract [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability (2,456) (1,777)
Not Designated as Hedging Instrument [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset 186 3,863
Derivative Liability (9,206) (7,540)
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset 0 990
Foreign Currency Contract, Asset, Fair Value Disclosure 0 990
Fair Value, Inputs, Level 2 [Member] | Fair value, recurring measurements [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets, Fair Value Disclosure 14,451 22,509
Financial and Nonfinancial Liabilities, Fair Value Disclosure 11,662 9,317
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset 89 2,301
Derivative Liability (4,761) (4,485)
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset 14,362 19,218
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Option [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Asset, Fair Value, Gross Asset   990
Derivative Liability (4,445) (3,055)
Fair Value, Inputs, Level 2 [Member] | Cross Currency Interest Rate Contract [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability $ (2,456) $ (1,777)
v3.24.0.1
Derivative Financial Instruments (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
USD ($)
instrument
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
instrument
Dec. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Derivative [Line Items]          
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges $ (10,271) $ (5,649) $ (2,592) $ 11,111  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent     12,163    
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net [1] (13,668) (24,196) $ (5,356) 4,449  
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]     Other (expense) income, net    
Derivative Instruments, Tax Gain (Loss) Reclassified from Accumulated OCI into Income (98) 381      
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion 54 3,136 $ 3,493 198  
Foreign Exchange Option [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset         $ 990
Derivative Liability $ (4,445)   (4,445)   (3,055)
Interest Rate Swap [Member]          
Derivative [Line Items]          
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months     $ (4,356)    
Derivative, Number of Instruments Held | instrument 11   11    
Notional Amount of Interest Rate Derivatives [2] $ 245,000   $ 245,000    
Notional value of contracts with future start date 430,000   430,000    
Total current and future notional amount 675,000   675,000    
Derivative Asset, Fair Value, Gross Asset 14,362   14,362   19,218
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges $ (8,081) (1,266) $ (1,950) 11,688  
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]     Interest expense, net    
Foreign Exchange Forward [Member]          
Derivative [Line Items]          
Derivative, Number of Instruments Held | instrument 608   608    
Derivative, Notional Amount $ 626,697   $ 626,697    
Derivative, Underlying Basis     Various    
Derivative Asset, Fair Value, Gross Asset 89   $ 89   2,301
Derivative Liability (4,761)   (4,761)   (4,485)
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net (13,668) (24,196) (5,356) 4,449  
Currency Swap [Member]          
Derivative [Line Items]          
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months     809    
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Liabilities, Fair Value (2,456)   (2,456)   (1,777)
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges $ (2,190) (4,383) $ (642) (577)  
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]     Other (expense) income, net    
Currency Swap [Member] | Designated as Hedging Instrument [Member]          
Derivative [Line Items]          
Derivative, Number of Instruments Held | instrument 1   1    
Derivative, Notional Amount $ 58,478   $ 58,478    
Forward Contracts [Member]          
Derivative [Line Items]          
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), Reclassification, before Tax 0 0 (1,080) 0  
Loans          
Derivative [Line Items]          
Other Comprehensive Income (Loss), Net Investment Hedge, Gain (Loss), Reclassification, before Tax (9,319) (18,636) (3,545) (5,684)  
Loans | Designated as Hedging Instrument [Member]          
Derivative [Line Items]          
Derivative, Notional Amount 323,242   323,242    
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]          
Derivative [Line Items]          
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [3]     (6,085)    
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Interest Rate Swap [Member]          
Derivative [Line Items]          
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net (2,274) (1,089) (4,496) (692)  
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Currency Swap [Member]          
Derivative [Line Items]          
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net 2,230 4,606 294 864  
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]          
Derivative [Line Items]          
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net 44 (3,517) 4,202 (172)  
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Interest Rate Swap [Member]          
Derivative [Line Items]          
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net     709 26  
Designated as Hedging Instrument [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 14,622   14,622   19,341
Derivative Asset, Fair Value, Gross Liability 260   260   123
Interest Rate Cash Flow Hedge Asset at Fair Value 14,362   14,362   19,218
Derivative Liability, Fair Value, Gross Liability (2,456)   (2,456)   (1,777)
Derivative Liability, Fair Value, Gross Asset 0   0   0
Derivative Liability (2,456)   (2,456)   (1,777)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent (19,590) $ (24,285) (7,217) $ 5,427  
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 14,622   14,622   19,341
Derivative Asset, Fair Value, Gross Liability 260   260   123
Interest Rate Cash Flow Hedge Asset at Fair Value 14,362   14,362   19,218
Derivative Liability, Fair Value, Gross Liability 0   0   0
Derivative Liability, Fair Value, Gross Asset 0   0   0
Interest Rate Cash Flow Hedge Liability at Fair Value 0   0   0
Designated as Hedging Instrument [Member] | Currency Swap [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 0   0   0
Derivative Asset, Fair Value, Gross Liability 0   0   0
Derivative Liability, Fair Value, Gross Liability (2,456)   (2,456)   (1,777)
Derivative Liability, Fair Value, Gross Asset 0   0   0
Not Designated as Hedging Instrument [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 186   186   3,863
Derivative Asset, Fair Value, Gross Liability 97   97   572
Derivative Asset 89   89   3,291
Derivative Liability, Fair Value, Gross Liability 10,979   10,979   9,129
Derivative Liability, Fair Value, Gross Asset 1,773   1,773   1,589
Derivative Liability (9,206)   (9,206)   (7,540)
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 0   0   990
Derivative Asset, Fair Value, Gross Liability 0   0   0
Foreign Currency Contract, Asset, Fair Value Disclosure 0   0   990
Derivative Liability, Fair Value, Gross Liability 4,445   4,445   3,055
Derivative Liability, Fair Value, Gross Asset 0   0   0
Foreign Currency Contracts, Liability, Fair Value Disclosure (4,445)   (4,445)   (3,055)
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member]          
Derivative [Line Items]          
Derivative Asset, Fair Value, Gross Asset 186   186   2,873
Derivative Asset, Fair Value, Gross Liability 97   97   572
Foreign Currency Contract, Asset, Fair Value Disclosure 89   89   2,301
Derivative Liability, Fair Value, Gross Liability 6,534   6,534   6,074
Derivative Liability, Fair Value, Gross Asset 1,773   1,773   1,589
Foreign Currency Contracts, Liability, Fair Value Disclosure $ (4,761)   $ (4,761)   $ (4,485)
Minimum [Member] | Foreign Exchange Option [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Oct. 11, 2023    
Minimum [Member] | Interest Rate Swap [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Jun. 30, 2024    
Minimum [Member] | Foreign Exchange Forward [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Oct. 13, 2023    
Minimum [Member] | Currency Swap [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Jun. 19, 2024    
Maximum [Member] | Foreign Exchange Option [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Sep. 15, 2025    
Maximum [Member] | Interest Rate Swap [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Apr. 30, 2028    
Maximum [Member] | Foreign Exchange Forward [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Jun. 17, 2025    
Maximum [Member] | Currency Swap [Member]          
Derivative [Line Items]          
Derivative, Maturity Date     Jun. 19, 2024    
[1] Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments. For contracts not designated as hedging instruments, we realized losses of $2,539 and $488 for the three and six months ended December 31, 2023, respectively, and gains of $16,368 and $30,988 for the three and six months ended December 31, 2022, respectively. Refer to Note 4 for additional details relating to our derivative contracts.
[2] Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.
[3] Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
v3.24.0.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
 6 Months Ended
Dec. 31, 2023
Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]    
AOCI Tax, Attributable to Parent $ 464  
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss (47,223) $ (35,060)
Other comprehensive income before reclassifications (8,670)  
Amounts reclassified from accumulated other comprehensive loss to net income (loss) (3,493)  
Net current period other comprehensive loss (12,163)  
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss [1] 6,212 12,297
Other comprehensive income before reclassifications [1] 2,592  
Amounts reclassified from accumulated other comprehensive loss to net income (loss) [1] (3,493)  
Net current period other comprehensive loss [1] 6,085  
Accumulated Translation Adjustment [Member]    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss [2] (53,079) (47,001)
Other comprehensive income before reclassifications [2] 6,078  
Net current period other comprehensive loss [2] 6,078  
Net Investment Hedging [Member]    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss 33,199 38,489
Currency Swap [Member]    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss 15,079  
Pension Plan [Member]    
Accumulated Other Comprehensive Income (Loss) [Roll Forward]    
Accumulated other comprehensive loss (356) $ (356)
Other comprehensive income before reclassifications 0  
Amounts reclassified from accumulated other comprehensive loss to net income (loss) 0  
Net current period other comprehensive loss $ 0  
[1] Gains on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.
[2] As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023. Intercompany loan hedge gains of $33,199 and $38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively.
v3.24.0.1
Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Jun. 30, 2023
Goodwill [Line Items]      
Goodwill $ 790,967 $ 790,967 $ 781,541
Goodwill, Foreign Currency Translation Gain (Loss) [1] 9,426    
Vista [Member]      
Goodwill [Line Items]      
Goodwill 299,851 299,851 295,731
Goodwill, Foreign Currency Translation Gain (Loss) [1]   4,120  
PrintBrothers [Member]      
Goodwill [Line Items]      
Goodwill 143,870 143,870 141,092
Goodwill, Foreign Currency Translation Gain (Loss) [1]   2,778  
The Print Group [Member]      
Goodwill [Line Items]      
Goodwill 152,325 152,325 149,797
Goodwill, Foreign Currency Translation Gain (Loss) [1]   2,528  
All Other Businesses [Member]      
Goodwill [Line Items]      
Goodwill $ 194,921 194,921 $ 194,921
Goodwill, Foreign Currency Translation Gain (Loss) [1]   $ 0  
[1] Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.
v3.24.0.1
Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Jun. 30, 2023
Schedule of other current liabilities [Line Items]    
Compensation costs $ 72,897 $ 74,879
Income and indirect taxes [1] 60,893 53,266
Accrued Advertising [1] 23,141 16,548
Shipping costs [1] 15,294 11,146
Variable compensation incentives 7,971 9,413
Interest Payable 3,336 2,847
Production costs [1] 20,713 17,380
Sales returns 6,175 6,441
Restructuring Reserve [2] 762 7,567
Professional costs 2,532 2,743
Other 51,747 54,879
Accrued Liabilities $ 265,461 $ 257,109
[1] The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year.
[2] The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023.
v3.24.0.1
Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Jun. 30, 2023
Schedule of other current liabilities [Line Items]    
Finance Lease, Liability, Current $ 8,978 $ 9,938
Derivative Liability, Current 11,624 9,865
Other current liabilities $ 21,649 24,469
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities  
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities  
Other Current Liabilities [Member]    
Schedule of other current liabilities [Line Items]    
Other current liabilities $ 1,047 $ 4,666
v3.24.0.1
Other Balance Sheet Components Other Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Jun. 30, 2023
Separate Account, Liability [Line Items]    
Finance Lease, Liability, Noncurrent $ 31,119 $ 29,822
Derivative Liability, Noncurrent 2,167 1,737
Redeemable Noncontrolling Interest, Liability, Carrying Value 9,910 12,018
Deferred Compensation Liability, Classified, Noncurrent 16,417 22,286
Other liabilities $ 81,704 90,058
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other liabilities  
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other liabilities  
Other Noncurrent Liabilities [Member]    
Separate Account, Liability [Line Items]    
Other liabilities $ 22,091 $ 24,195
v3.24.0.1
Debt (Details)
€ in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
USD ($)
Rate
Dec. 31, 2023
USD ($)
Rate
Dec. 31, 2023
EUR (€)
Rate
Jun. 30, 2023
USD ($)
Line of Credit Facility [Line Items]        
Senior Notes $ 522,135 $ 522,135   $ 548,300
Debt, Long-term and Short-term, Combined Amount 1,612,025 1,612,025   1,637,956
Other Long-term Debt 5,824 5,824   7,076
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net (14,300) (14,300)   (16,033)
Short-term debt [1] 11,083 11,083   10,713
Long-term debt 1,600,942 1,600,942   1,627,243
Payments of early redemption fees for senior notes   24,471    
Debt Instrument, Repaid, Principal   26,165    
Gain on early extinguishment of debt 349 1,721    
Short-term Debt [Member]        
Line of Credit Facility [Line Items]        
Debt Instrument, Unamortized Discount 3,532 3,532   3,526
Revolving Credit Facility [Member]        
Line of Credit Facility [Line Items]        
Line of Credit Facility, Current Borrowing Capacity $ 250,000 $ 250,000    
Description of variable rate basis   0    
Weighted average interest rate | Rate 7.91% 7.91% 7.91%  
Debt Instrument, Covenant Description   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    
Revolving Credit Facility [Member] | Minimum [Member]        
Line of Credit Facility [Line Items]        
Basis spread on LIBOR   2.50%    
Commitment fee (percentage) | Rate   0.35%    
Revolving Credit Facility [Member] | Maximum [Member]        
Line of Credit Facility [Line Items]        
Basis spread on LIBOR   3.00%    
Commitment fee (percentage) | Rate   0.45%    
Term Loan B, Euro Tranche        
Line of Credit Facility [Line Items]        
Debt, Long-term and Short-term, Combined Amount | €     € 300,000  
Description of variable rate basis   0    
Basis spread on LIBOR   3.50%    
Term Loan B, USD Tranche        
Line of Credit Facility [Line Items]        
Debt, Long-term and Short-term, Combined Amount $ 795,000 $ 795,000    
Description of variable rate basis   0.50    
Basis spread on LIBOR   3.50%    
Term Loan B        
Line of Credit Facility [Line Items]        
Debt, Long-term and Short-term, Combined Amount $ 1,098,366 $ 1,098,366   $ 1,098,613
[1] Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $3,532 and $3,526, respectively.
v3.24.0.1
Income Tax (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Operating Loss Carryforwards [Line Items]        
Income tax expense $ 16,795 $ 126,129 $ 24,917 $ 135,494
Unrecognized Tax Benefits 16,141   16,141  
Unrecognized Tax Benefits, Income Tax Penalties Expense 1,953      
Unrecognized Tax Benefits that Would Impact Effective Tax Rate 7,275   7,275  
Minimum [Member]        
Operating Loss Carryforwards [Line Items]        
Decrease in Unrecognized Tax Benefits is Reasonably Possible 1,200   1,200  
Maximum [Member]        
Operating Loss Carryforwards [Line Items]        
Decrease in Unrecognized Tax Benefits is Reasonably Possible $ 1,300   $ 1,300  
v3.24.0.1
Noncontrolling interests (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2023
Noncontrolling Interest [Line Items]          
Noncontrolling Interest $ 627   $ 627   $ 459
Net Income (Loss) Attributable to Noncontrolling Interest 2,149 $ 1,460 2,164 $ 2,160  
Redeemable noncontrolling interest [Member]          
Noncontrolling Interest [Line Items]          
Noncontrolling Interest 13,392   13,392   10,893
Net Income (Loss) Attributable to Noncontrolling Interest     92    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders     200    
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest     227    
Noncontrolling Interest          
Noncontrolling Interest [Line Items]          
Noncontrolling Interest $ 627   627   $ 459
Net Income (Loss) Attributable to Noncontrolling Interest     157    
Other Comprehensive (Income) Loss, Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest     11    
Retained Earnings [Member]          
Noncontrolling Interest [Line Items]          
Noncontrolling Interest, Change in Redemption Value [1]     465    
Net income attributable to noncontrolling interest          
Noncontrolling Interest [Line Items]          
Noncontrolling Interest, Change in Redemption Value [1]     $ 1,915    
[1] Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.
v3.24.0.1
Segment Information (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Segment Reporting Information [Line Items]          
Number of Reportable Segments     5    
Revenue $ (921,363) $ (845,202) $ (1,678,657) $ (1,548,617)  
Other Operating Income 183,807 118,536 289,820 181,365  
Depreciation and amortization 39,089 40,874 79,031 81,816  
Restructuring-related charges (483) (11,207) (149) (13,027)  
Certain impairments and other adjustments (589) 925 (1,114) 2,531  
Total income from operations 107,679 33,578 141,779 15,611  
Other (expense) income, net (391) (17,392) 6,028 10,005  
Interest expense, net (30,588) (28,597) (59,788) (53,403)  
Gain on early extinguishment of debt 349   1,721    
Income (loss) before income taxes 77,049 (12,411) 89,740 (27,787)  
Purchases of property, plant and equipment 11,390 14,732 33,955 26,490  
Capitalization of software and website development costs 13,947 13,916 28,344 29,246  
Long-lived assets 474,812   474,812   $ 504,368
Goodwill 790,967   790,967   781,541
Intangible assets, net 90,617   90,617   109,196
Deferred tax assets 11,773   11,773   12,740
Marketable securities, non-current 0   0   4,497
North America [Member]          
Segment Reporting Information [Line Items]          
Revenue (435,492) (413,106) (819,496) (779,502)  
Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue (449,024) (397,877) (791,512) (702,990)  
Other Continents [Member]          
Segment Reporting Information [Line Items]          
Revenue (36,847) (34,219) (67,649) (66,125)  
UNITED STATES          
Segment Reporting Information [Line Items]          
Long-lived assets 70,927   70,927   83,956
Netherlands [Member]          
Segment Reporting Information [Line Items]          
Long-lived assets 62,759   62,759   65,547
Canada [Member]          
Segment Reporting Information [Line Items]          
Long-lived assets 54,588   54,588   57,328
Switzerland          
Segment Reporting Information [Line Items]          
Long-lived assets 74,769   74,769   73,857
ITALY          
Segment Reporting Information [Line Items]          
Long-lived assets 40,318   40,318   42,377
FRANCE          
Segment Reporting Information [Line Items]          
Long-lived assets 31,268   31,268   29,302
Jamaica [Member]          
Segment Reporting Information [Line Items]          
Long-lived assets 910   910   17,834
Australia [Member]          
Segment Reporting Information [Line Items]          
Long-lived assets 19,836   19,836   19,664
JAPAN          
Segment Reporting Information [Line Items]          
Long-lived assets 31,402   31,402   27,813
Other Countries [Member]          
Segment Reporting Information [Line Items]          
Long-lived assets 88,035   88,035   86,690
Vista [Member]          
Segment Reporting Information [Line Items]          
Revenue (484,711) (437,234) (881,063) (806,093)  
Other Operating Income 103,176 55,157 177,600 85,894  
Depreciation and amortization 13,176 14,193 28,051 28,863  
Purchases of property, plant and equipment 5,859 6,445 9,470 9,569  
Capitalization of software and website development costs 6,050 5,139 12,690 11,774  
Goodwill 299,851   299,851   295,731
Vista [Member] | North America [Member]          
Segment Reporting Information [Line Items]          
Revenue (325,693) (298,698) [1] (614,748) (572,355) [1]  
Vista [Member] | Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue (131,138) (112,698) [1] (216,545) (185,493) [1]  
Vista [Member] | Other Continents [Member]          
Segment Reporting Information [Line Items]          
Revenue (27,880) (25,838) [1] (49,770) (48,245) [1]  
PrintBrothers [Member]          
Segment Reporting Information [Line Items]          
Revenue (164,378) (148,089) (315,920) (280,471)  
Other Operating Income 28,341 19,509 48,167 34,500  
Depreciation and amortization 4,024 5,149 7,913 9,922  
Purchases of property, plant and equipment 90 1,053 5,242 1,761  
Capitalization of software and website development costs 456 1,069 913 1,458  
Goodwill 143,870   143,870   141,092
PrintBrothers [Member] | North America [Member]          
Segment Reporting Information [Line Items]          
Revenue 0 0 0 0  
PrintBrothers [Member] | Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue (164,378) (148,089) (315,920) (280,471)  
The Print Group [Member]          
Segment Reporting Information [Line Items]          
Revenue (90,026) (86,291) (167,828) (161,282)  
Other Operating Income 18,442 13,681 32,050 25,901  
Depreciation and amortization 6,000 5,799 11,822 11,661  
Purchases of property, plant and equipment 2,547 5,270 11,043 10,089  
Capitalization of software and website development costs 1,056 771 1,750 1,261  
Goodwill 152,325   152,325   149,797
The Print Group [Member] | North America [Member]          
Segment Reporting Information [Line Items]          
Revenue 0 0 0 0  
The Print Group [Member] | Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue (90,026) (86,291) (167,828) (161,282)  
National Pen [Member]          
Segment Reporting Information [Line Items]          
Revenue (124,742) (115,137) (206,591) (192,081)  
Other Operating Income 25,865 24,783 17,562 23,486  
Depreciation and amortization 4,992 5,795 10,180 11,686  
Purchases of property, plant and equipment 1,486 846 4,155 2,447  
Capitalization of software and website development costs 1,171 512 1,976 1,100  
National Pen [Member] | North America [Member]          
Segment Reporting Information [Line Items]          
Revenue (59,229) (62,208) (111,964) (111,655)  
National Pen [Member] | Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue (63,482) (50,799) (91,219) (75,744)  
National Pen [Member] | Other Continents [Member]          
Segment Reporting Information [Line Items]          
Revenue (2,031) (2,130) (3,408) (4,682)  
All Other Businesses [Member]          
Segment Reporting Information [Line Items]          
Revenue (57,506) (58,451) (107,255) (108,690)  
Other Operating Income 7,983 5,406 14,441 11,584  
Depreciation and amortization 4,509 4,326 9,056 8,842  
Purchases of property, plant and equipment 1,181 767 3,416 1,835  
Capitalization of software and website development costs 1,110 899 2,297 1,823  
Goodwill 194,921   194,921   $ 194,921
All Other Businesses [Member] | North America [Member]          
Segment Reporting Information [Line Items]          
Revenue (50,570) (52,200) (92,784) (95,492)  
All Other Businesses [Member] | Europe [Member]          
Segment Reporting Information [Line Items]          
Revenue 0 0 0 0  
All Other Businesses [Member] | Other Continents [Member]          
Segment Reporting Information [Line Items]          
Revenue (6,936) (6,251) (14,471) (13,198)  
Corporate and Other          
Segment Reporting Information [Line Items]          
Other Operating Income (35,967) (33,802) (67,747) (68,380)  
Depreciation and amortization 6,388 5,612 12,009 10,842  
Purchases of property, plant and equipment 227 351 629 789  
Capitalization of software and website development costs 4,104 5,526 8,718 11,830  
Operating Segments [Member]          
Segment Reporting Information [Line Items]          
Revenue (934,422) (856,289) (1,702,884) (1,568,673)  
Operating Segments [Member] | Vista [Member]          
Segment Reporting Information [Line Items]          
Revenue (485,151) (437,736) (881,798) (807,105)  
Operating Segments [Member] | PrintBrothers [Member]          
Segment Reporting Information [Line Items]          
Revenue (165,148) (148,598) (317,369) (281,297)  
Operating Segments [Member] | The Print Group [Member]          
Segment Reporting Information [Line Items]          
Revenue (93,268) (89,336) (173,807) (166,159)  
Operating Segments [Member] | National Pen [Member]          
Segment Reporting Information [Line Items]          
Revenue (130,572) (120,621) (217,827) (202,287)  
Operating Segments [Member] | All Other Businesses [Member]          
Segment Reporting Information [Line Items]          
Revenue (60,283) (59,998) (112,083) (111,825)  
Intersegment Eliminations [Member]          
Segment Reporting Information [Line Items]          
Revenue (13,059) (11,087) (24,227) (20,056)  
Intersegment Eliminations [Member] | Vista [Member]          
Segment Reporting Information [Line Items]          
Revenue (440) (502) (735) (1,012)  
Intersegment Eliminations [Member] | PrintBrothers [Member]          
Segment Reporting Information [Line Items]          
Revenue (770) (509) (1,449) (826)  
Intersegment Eliminations [Member] | The Print Group [Member]          
Segment Reporting Information [Line Items]          
Revenue (3,242) (3,045) (5,979) (4,877)  
Intersegment Eliminations [Member] | National Pen [Member]          
Segment Reporting Information [Line Items]          
Revenue (5,830) (5,484) (11,236) (10,206)  
Intersegment Eliminations [Member] | All Other Businesses [Member]          
Segment Reporting Information [Line Items]          
Revenue $ (2,777) $ (1,547) $ (4,828) $ (3,135)  
[1] During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein.
v3.24.0.1
Commitments and Contingencies (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation $ 208,113
Inventory, third-party fulfillment, and digital services  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 93,352
Third-party cloud services  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 56,113
Software  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 17,388
Advertising  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 6,888
Professional and consulting fees  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 5,973
Production and computer equipment  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation 2,468
Other purchase commitments  
Other Commitments [Line Items]  
Unrecorded unconditional purchase obligation $ 25,931
v3.24.0.1
Restructuring Charges (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve [1] $ 762   $ 762   $ 7,567
Restructuring Charges 483 $ 11,207 149 $ 13,027  
Payments for Restructuring (6,938)        
Restructuring Reserve, Settled without Cash (37)        
Restructuring Reserve, Foreign Currency Translation Gain (Loss) (21)        
Asset Impairment Charges 589 $ (925) 1,114 $ (2,531)  
Long-Lived Assets 474,812   $ 474,812   504,368
Employee Severance [Member]          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve         $ 7,567
Restructuring Charges (112)        
Payments for Restructuring (6,938)        
Restructuring Reserve, Foreign Currency Translation Gain (Loss) 21        
Other Restructuring [Member]          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 37        
Restructuring Reserve, Settled without Cash $ (37)        
[1] The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023.
Cimpress (NASDAQ:CMPR)
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Cimpress (NASDAQ:CMPR)
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