Revenue Performance - Revenue for the first quarter of fiscal year 2022 increased by 12% to $657.6 million compared to the same period in the previous year[136]. - Constant-currency revenue growth was 11%, and 9% when excluding acquisitions completed in the last four quarters[137]. - Total revenue for the Vista segment increased by 6% to $349.5 million, with a constant-currency revenue growth of 5%[147]. - PrintBrothers segment revenue grew by 25% to $125.4 million, with constant-currency revenue growth of 24%[147]. - Vista's reported revenue for the three months ended September 30, 2021, was $349.5 million, a 6% increase from $329.3 million in the prior year[167]. - PrintBrothers reported revenue grew by 25% to $125.4 million, benefiting from economic recovery and new product introductions[170]. - The Print Group's revenue increased by 10% to $72.8 million, positively impacted by a 2% currency effect and demand from elections in Italy[174]. - National Pen's revenue grew by 2% to $69.3 million, with a significant decline in mask-related revenue from 20% to 6% of total revenue[177]. - All Other Businesses reported revenue of $47.9 million, a 10% increase, but segment EBITDA decreased by 43% due to increased advertising costs and inflationary pressures[181]. Income and Expenses - Operating income decreased by $19.0 million to $16.9 million, primarily due to increased investments and discretionary costs[139]. - Adjusted EBITDA decreased by $20.9 million to $67.6 million, with an unfavorable currency impact of approximately $4.0 million[143]. - Diluted net income per share increased to $0.09 from a loss per share of $0.39 in the prior year[140]. - Cost of revenue increased by $40.1 million to $338.9 million, representing 51.5% of total revenue[149]. - Technology and development expenses rose to $67.3 million, accounting for 10.2% of revenue[151]. - Marketing and selling expenses increased to $174.7 million, representing 26.6% of revenue, up from 23.6% in the previous year[151]. - General and administrative expenses increased by $4.7 million year-over-year, mainly due to the absence of temporary cost-control measures from the previous year[157]. - Adjusted EBITDA for the three months ended September 30, 2021, was $67.6 million, down 23.6% from $88.5 million in the prior year[209]. Cash Flow and Capital Expenditures - Net cash provided by operating activities for the three months ended September 30, 2021, was $36.6 million, a decrease of 65.4% compared to $105.7 million for the same period in 2020[188]. - Capital expenditures for the three months ended September 30, 2021, were $8.6 million, primarily for manufacturing and automation equipment[188]. - Adjusted free cash flow for the three months ended September 30, 2021, was $12.3 million, significantly lower than $82.5 million in the same period of 2020[209]. Debt and Financial Obligations - Total cash and cash equivalents as of September 30, 2021, amounted to $193.2 million, with marketable securities of $192.4 million and total debt of $1,751.5 million[188]. - The company had unrecorded purchase commitments totaling $250.5 million as of September 30, 2021, including $100.7 million for third-party web services[197]. - As of September 30, 2021, the company had $1,140.2 million in borrowings under its amended senior secured credit agreement, with a final maturity date of May 17, 2028[190]. - The company’s $600.0 million of 7.0% Senior Notes due 2026 bear interest at a rate of 7.0% per annum, with interest payable semi-annually[191]. - Total contractual obligations as of September 30, 2021, were $2,740.2 million, with $353.8 million due within one year[195]. - The company was in compliance with all covenants under its Restated Credit Agreement and the indenture governing its 2026 Notes as of September 30, 2021[193]. - As of September 30, 2021, the company had $1,140 million of variable-rate debt, with a hypothetical 100 basis point increase in rates resulting in a $4.0 million impact to interest expense over the next 12 months[212]. Currency Risk Management - The company manages currency exchange rate risk through normal operating activities and derivative financial instruments, aiming to reduce volatility in forecasted U.S. dollar-equivalent adjusted EBITDA[213]. - Significant net currency exposures by volume are in the Euro and British Pound, which may lead to increased volatility in GAAP results due to the hedging approach[216]. - A hypothetical 10% decrease in exchange rates against the functional currency would have resulted in a change of $0.9 million and $9.5 million on income before income taxes for the years ended three months ended September 30, 2021 and 2020, respectively[220]. - The translation of non-U.S. dollar revenues and expenses could significantly impact net income and non-GAAP financial metrics, such as adjusted EBITDA[215]. - The company executes currency derivatives contracts that do not qualify for hedge accounting, leading to potential volatility in consolidated statements of operations[217]. - Gains and losses from the translation of non-U.S. dollar assets and liabilities are included in accumulated other comprehensive loss on the consolidated balance sheet[218]. - The company enters into currency derivatives to mitigate the impact of currency rate changes on certain net investments[219]. - Transaction gains and losses from remeasurement of monetary assets and liabilities are included in other income (expense), net, impacting consolidated statements of operations[220]. - The company's currency hedging objectives are focused on maintaining stability on incurrence-based debt covenants[216].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended June 30, 2021 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 Ch ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited consolidated financial statements for the three and six months ended December 31, 2020, including balance sheets, statements of operations, comprehensive income, shareholders' equity, cash flows, and detailed notes on accounting and significant events [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $1.93 billion from $1.82 billion, driven by a $105 million goodwill increase, while total liabilities rose to $2.23 billion, resulting in a $364.9 million shareholders' deficit | Balance Sheet Item | Dec 31, 2020 ($ millions) | June 30, 2020 ($ millions) | | :--- | :--- | :--- | | Cash and cash equivalents | 36.9 | 45.0 | | Goodwill | 726.8 | 621.9 | | **Total assets** | **1,930.5** | **1,815.0** | | Long-term debt | 1,258.5 | 1,415.7 | | **Total liabilities** | **2,229.9** | **2,153.4** | | **Total shareholders' deficit** | **(364.9)** | **(407.5)** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue decreased 4% to $786.1 million for Q2 FY2021, with net income attributable to Cimpress plc significantly declining to $32.3 million from $190.2 million due to a prior-year tax benefit | Metric ($ millions, except EPS) | Q2 FY2021 (3 mo ended Dec 31, 2020) | Q2 FY2020 (3 mo ended Dec 31, 2019) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 786.1 | 820.3 | -4.2% | | Income from operations | 94.2 | 121.6 | -22.5% | | Net income attributable to Cimpress plc | 32.3 | 190.2 | -83.0% | | Diluted EPS | $1.22 | $6.81 | -82.1% | | Metric ($ millions, except EPS) | YTD FY2021 (6 mo ended Dec 31, 2020) | YTD FY2020 (6 mo ended Dec 31, 2019) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 1,372.6 | 1,454.3 | -5.6% | | Income from operations | 130.2 | 147.0 | -11.4% | | Net income attributable to Cimpress plc | 21.5 | 210.3 | -89.8% | | Diluted EPS | $0.82 | $7.19 | -88.6% | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was $256.2 million for the six months ended December 31, 2020, with increased cash used in investing activities ($76.7 million) and financing activities ($191.8 million) primarily for debt repayment | Cash Flow Activity ($ millions) | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | 256.2 | 265.1 | | Net cash used in investing activities | (76.7) | (53.8) | | Net cash used in financing activities | (191.8) | (207.4) | | **Net decrease in cash** | **(8.1)** | **1.6** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes explain accounting policies, including the $88.7 million 99designs acquisition, $1.3 billion debt structure with suspended covenants, varied segment performance due to COVID-19, and a significant income tax change from a prior-year benefit - The company acquired 99designs for **$88.7 million**, adding **$71.4 million** to goodwill in the Vistaprint segment[91](index=91&type=chunk)[92](index=92&type=chunk) - Financial maintenance covenants under the senior secured credit facility are suspended until December 31, 2021, requiring compliance with new covenants including **$50 million** minimum liquidity[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - Income tax expense was **$19.7 million** for the six months ended December 31, 2020, a significant change from the prior year's **$87.7 million** benefit, which included a **$114.1 million** discrete tax benefit from Swiss Tax Reform[119](index=119&type=chunk) | Segment | Revenue (6 mo ended Dec 31, 2020, $M) | Segment EBITDA (6 mo ended Dec 31, 2020, $M) | | :--- | :--- | :--- | | Vistaprint | 765.6 | 202.5 | | PrintBrothers | 221.9 | 26.2 | | The Print Group | 142.6 | 24.8 | | National Pen | 182.3 | 8.1 | | All Other Businesses | 98.8 | 19.3 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the ongoing negative impact of COVID-19 on revenue, a 6% year-to-date decline, while detailing segment performance, including growth in 'All Other Businesses', and affirming sufficient liquidity despite suspended debt covenants [COVID-19 Impact and Financial Summary](index=30&type=section&id=COVID-19%20Impact%20and%20Financial%20Summary) The COVID-19 pandemic continues to negatively impact business, with Q2 FY2021 revenue decreasing 4% to $786.1 million and operating income falling 22.5% to $94.2 million, despite ongoing strategic investments - The COVID-19 pandemic continues to negatively impact business, though the year-over-year revenue decline improved in **Q2 FY2021** compared to **Q1 FY2021**[159](index=159&type=chunk) - Despite the pandemic, the company continues to invest in technology, data, new products, and branding to build competitive advantages for post-pandemic growth[159](index=159&type=chunk) | Metric | Q2 FY2021 | YoY Change | | :--- | :--- | :--- | | Revenue | $786.1 M | -4% | | Organic Constant-Currency Revenue | | -9% | | Operating Income | $94.2 M | -22.5% | | Adjusted EBITDA | $143.4 M | -22.7% | [Consolidated Results of Operations](index=32&type=section&id=Consolidated%20Results%20of%20Operations) Q2 FY2021 total revenue decreased 4% (9% organic constant-currency), with cost of revenue increasing to 49.1% due to product mix and mask losses, while marketing expenses rose 5% and G&A decreased 17% from non-recurring prior-year costs | Segment | Q2 FY2021 Revenue ($M) | Organic Constant-Currency Growth | | :--- | :--- | :--- | | Vistaprint | 436.3 | -6% | | PrintBrothers | 121.8 | -11% | | The Print Group | 76.2 | -19% | | National Pen | 114.7 | -13% | | All Other Businesses | 55.4 | 14% | | **Total** | **786.1** | **-9%** | - Cost of revenue increased as a percentage of revenue, partly due to a **$4.5 million** expense related to declining demand and pricing for disposable masks[175](index=175&type=chunk) - Marketing and selling expenses increased by **$9.0 million** in **Q2 FY2021**, driven by higher advertising spend in the Vistaprint business[181](index=181&type=chunk) - General and administrative expenses decreased by **$8.9 million** in **Q2 FY2021**, primarily due to the non-recurrence of costs from strategic projects and a prior-year cross-border merger[184](index=184&type=chunk) [Reportable Segment Results](index=36&type=section&id=Reportable%20Segment%20Results) Segment performance varied in Q2 FY2021, with Vistaprint's EBITDA falling 19% and National Pen's dropping 33% due to mask inventory losses, while 'All Other Businesses' EBITDA grew 191% driven by BuildASign - Vistaprint's segment EBITDA decreased by **19%** in **Q2**, driven by a revenue mix shift to lower-margin products and increased advertising investment[199](index=199&type=chunk)[201](index=201&type=chunk) - National Pen's segment EBITDA decreased significantly, impacted by a **$4.4 million** loss and inventory reserve related to disposable masks[210](index=210&type=chunk)[212](index=212&type=chunk) - The 'All Other Businesses' segment saw a **191%** increase in EBITDA, primarily driven by continued growth at BuildASign, benefiting from home décor products and political signage[213](index=213&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with $36.9 million cash and $585.1 million available borrowing as of December 31, 2020, despite $1.32 billion in debt and suspended share repurchases - As of December 31, 2020, the company had **$36.9 million** in cash and cash equivalents and **$1.315 billion** in debt (excluding issuance costs)[219](index=219&type=chunk) - The April 2020 credit facility amendment prohibits share repurchases and limits acquisitions while financial maintenance covenants are suspended[223](index=223&type=chunk) - The company had **$585.1 million** available for borrowing under its senior secured credit facility as of December 31, 2020[224](index=224&type=chunk)[225](index=225&type=chunk) | Contractual Obligation ($ millions) | Total | Less than 1 year | 1-3 years | | :--- | :--- | :--- | :--- | | Operating leases | 154.7 | 37.1 | 54.3 | | Purchase commitments | 226.3 | 121.2 | 89.2 | | Senior unsecured notes & interest | 831.0 | 42.0 | 84.0 | | Second lien notes & interest | 462.0 | 36.0 | 72.0 | | Other debt & interest | 520.4 | 51.5 | 88.1 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk on its variable-rate debt, mitigated by swaps, and significant currency exchange rate risk from global operations, with hedging strategies for non-GAAP metrics potentially increasing GAAP volatility - The company has exposure to interest rate risk on **$404.4 million** of variable-rate debt, partially mitigated through interest rate swap contracts[247](index=247&type=chunk) - Significant currency exchange rate risk exists due to worldwide operations, primarily in the Euro and British Pound, with derivatives used to reduce volatility in forecasted U.S. dollar-equivalent adjusted EBITDA[248](index=248&type=chunk)[249](index=249&type=chunk) - Because hedging objectives target non-GAAP metrics like adjusted EBITDA, the company may experience increased volatility in its GAAP results[249](index=249&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of December 31, 2020, with no significant changes to internal control over financial reporting during the quarter - Based on an evaluation as of December 31, 2020, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[256](index=256&type=chunk) - No significant changes were made to the internal control over financial reporting during the three months ended December 31, 2020[257](index=257&type=chunk) PART II OTHER INFORMATION [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the company's last Form 10-K and Form 10-Q filings - No material changes to risk factors were reported since the last Form 10-K and Form 10-Q filings[261](index=261&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any ordinary shares during the three months ended December 31, 2020, as the share repurchase program remains suspended due to amended senior secured credit agreement prohibitions - The company's share repurchase program, authorized in November 2019, is currently suspended due to restrictions in its amended senior secured credit agreement from April 2020[262](index=262&type=chunk)[263](index=263&type=chunk) - No ordinary shares were purchased by the company during the three months ended December 31, 2020[263](index=263&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the 2020 Equity Incentive Plan, share unit agreements, and CEO/CFO certifications required by the Sarbanes-Oxley Act - Exhibits filed include the 2020 Equity Incentive Plan and related agreement forms, as well as CEO/CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906[265](index=265&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 Specifie ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |----------------------------------------------------------------------------|------------------------------ ...

PART I. FINANCIAL INFORMATION Presents Cimpress plc's unaudited financial statements and detailed notes for the periods ended March 31, 2020, and June 30, 2019 [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents Cimpress plc's unaudited consolidated financial statements for the three and nine months ended March 31, 2020, and June 30, 2019, including balance sheets, statements of operations, comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, fair value measurements, derivative instruments, goodwill impairment, debt, income taxes, segment information, leases, commitments, restructuring, and subsequent events [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Details Cimpress's financial position, showing assets, liabilities, and equity as of March 31, 2020, and June 30, 2019 | Metric | March 31, 2020 (in thousands) | June 30, 2019 (in thousands) | | :--------------------------------------- | :---------------------------- | :--------------------------- | | **Assets** | | | | Total current assets | $439,378 | $240,300 | | Property, plant and equipment, net | $347,228 | $490,755 | | Operating lease assets, net | $164,391 | — | | Goodwill | $615,333 | $718,880 | | Total assets | $2,039,427 | $1,868,376 | | **Liabilities & Equity** | | | | Total current liabilities | $480,935 | $520,749 | | Long-term debt | $1,647,214 | $942,290 | | Total liabilities | $2,374,078 | $1,673,382 | | Total shareholders' (deficit) equity | $(404,333) | $131,812 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Reports Cimpress's revenues, costs, and net income (loss) for the three and nine months ended March 31, 2020, and March 31, 2019 | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | Nine Months Ended March 31, 2020 (in thousands) | Nine Months Ended March 31, 2019 (in thousands) | | :--------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Revenue | $597,960 | $661,814 | $2,052,252 | $2,076,362 | | Cost of revenue | $309,598 | $342,700 | $1,029,281 | $1,056,667 | | (Loss) income from operations | $(87,736) | $29,615 | $59,238 | $114,242 | | Net (loss) income attributable to Cimpress plc | $(84,884) | $6,530 | $125,370 | $60,905 | | Basic net (loss) income per share | $(3.26) | $0.21 | $4.54 | $1.98 | | Diluted net (loss) income per share | $(3.26) | $0.21 | $4.43 | $1.92 | [Consolidated Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Outlines Cimpress's net income and other comprehensive income components, including foreign currency translation and derivative gains/losses | Metric | Three Months Ended March 31, 2020 (in thousands) | Three Months Ended March 31, 2019 (in thousands) | Nine Months Ended March 31, 2020 (in thousands) | Nine Months Ended March 31, 2019 (in thousands) | | :----------------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net (loss) income | $(83,500) | $6,242 | $127,000 | $60,285 | | Foreign currency translation gains, net of hedges | $1,490 | $3,802 | $3,110 | $3,720 | | Net unrealized losses on derivative instruments | $(21,201) | $(7,375) | $(22,258) | $(13,572) | | Total comprehensive (loss) income attributable to Cimpress plc | $(102,195) | $5,048 | $112,422 | $59,915 | [Consolidated Statements of Shareholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) Tracks changes in Cimpress's shareholders' equity from June 30, 2019, to March 31, 2020, including ordinary shares, treasury shares, and retained earnings | Metric | Balance at June 30, 2019 (in thousands) | Balance at March 31, 2020 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :------------------------------------- | | Ordinary Shares Amount | $615 | $615 | | Deferred Ordinary Shares Amount | — | $28 | | Treasury Shares Amount | $(737,447) | $(1,377,022) | | Additional Paid-in Capital | $411,079 | $404,409 | | Retained Earnings | $537,422 | $660,442 | | Accumulated Other Comprehensive Loss | $(79,857) | $(92,805) | | Total Shareholders' Equity (Deficit) | $131,812 | $(404,333) | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes Cimpress's cash inflows and outflows from operating, investing, and financing activities for the nine months ended March 31, 2020, and March 31, 2019 | Metric | Nine Months Ended March 31, 2020 (in thousands) | Nine Months Ended March 31, 2019 (in thousands) | | :--------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | | Net cash provided by operating activities | $284,061 | $222,470 | | Net cash used in investing activities | $(47,813) | $(381,554) | | Net cash (used in) provided by financing activities | $(36,756) | $161,900 | | Net increase in cash and cash equivalents | $192,986 | $31 | | Cash and cash equivalents at end of period | $228,265 | $44,258 | [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of Cimpress's accounting policies, financial statement line items, and significant events [Note 1. Description of the Business](index=14&type=section&id=1.%20Description%20of%20the%20Business) Cimpress plc is a group of businesses specializing in mass customization of print, signage, photo merchandise, and other categories. The company completed an Irish Merger on December 3, 2019, moving its incorporation from the Netherlands to Ireland, which was accounted for as a merger under common control and is not expected to materially impact operations or financial position - Cimpress plc specializes in mass customization across various product categories, managing businesses in a decentralized manner[41](index=41&type=chunk) - On December 3, 2019, Cimpress completed a cross-border merger, changing its incorporation from the Netherlands to Ireland. This Irish Merger was accounted for as a merger under common control and is not expected to have a material impact on operations or financial position[42](index=42&type=chunk)[44](index=44&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines Cimpress's significant accounting policies, including the use of estimates, basis of presentation, and recent accounting standard adoptions. It highlights the impact of the COVID-19 pandemic on estimates, the reclassification of the VIDA business as held for sale, and the adoption of ASC 842 (Leases) which reclassified build-to-suit leases to operating leases, impacting balance sheet and income statement classifications - Management's estimates, particularly for long-lived assets, goodwill, share-based compensation, business combinations, and income taxes, are subject to uncertainty, with actual results potentially differing[45](index=45&type=chunk) - Due to the COVID-19 pandemic, the company evaluated its liquidity and believes its financial position, cash from operations, credit facility, and recent capital raise will be sufficient for at least the next twelve months[50](index=50&type=chunk) - In March 2020, Cimpress decided to exit the VIDA business due to COVID-19 impacts and long-term financial outlook uncertainty, classifying it as held for sale and recognizing a **$999 thousand loss**. The sale closed on April 10, 2020[53](index=53&type=chunk) - On July 1, 2019, Cimpress adopted ASC 842 (Leases), reclassifying build-to-suit leases (Waltham, MA and Dallas, TX) to operating leases. This resulted in de-recognition of **$121.3 million** in lease assets and **$124.7 million** in lease financing obligations, and recognition of **$169.7 million** in operating lease assets and **$176.4 million** in operating lease liabilities[65](index=65&type=chunk) - The adoption of ASC 842 reduced operating income by **$1.86 million** for the three months and **$5.58 million** for the nine months ended March 31, 2020, with a corresponding decrease in interest expense[66](index=66&type=chunk) [Note 3. Fair Value Measurements](index=19&type=section&id=3.%20Fair%20Value%20Measurements) Cimpress uses a three-level valuation hierarchy for fair value measurements, primarily classifying derivatives within Level 2 due to observable market-based inputs. As of March 31, 2020, the fair value of total assets recorded at fair value was $28.2 million, and total liabilities was $(46.7) million. The carrying value of debt was $1,677.5 million, with a fair value of $1,606.4 million | Metric | March 31, 2020 (in thousands) | June 30, 2019 (in thousands) | | :--------------------------------------- | :---------------------------- | :--------------------------- | | Total assets recorded at fair value | $28,232 | $20,177 | | Total liabilities recorded at fair value | $(46,746) | $(16,338) | | Carrying value of debt | $1,677,490 | $1,035,585 | | Fair value of debt | $1,606,445 | $1,045,334 | - The majority of derivative valuations are classified in **Level 2** of the fair value hierarchy, utilizing observable market-based inputs, with credit valuation adjustments using Level 3 inputs deemed not significant to the overall valuation[86](index=86&type=chunk)[89](index=89&type=chunk) [Note 4. Derivative Financial Instruments](index=21&type=section&id=4.%20Derivative%20Financial%20Instruments) Cimpress uses derivative financial instruments (interest rate swaps, cross-currency swaps, currency forwards/options) to manage interest rate and foreign currency exposures. Interest rate swaps are designated as cash flow hedges for variable-rate debt, while cross-currency swaps hedge intercompany loans and net investments. Many currency contracts are not designated for hedge accounting, leading to earnings volatility. The company terminated eight net investment hedge forward contracts, resulting in $27.7 million cash proceeds - Cimpress uses interest rate swap contracts to manage variability in debt payments, designating them as cash flow hedges. As of March 31, 2020, **$9.488 million** is estimated to be reclassified from accumulated other comprehensive loss to interest expense in the next 12 months[93](index=93&type=chunk)[94](index=94&type=chunk) - Cross-currency swap contracts are used as cash flow or net investment hedges to mitigate currency exposure on intercompany loans and net investments. During Q3 FY2020, one cross-currency swap was terminated, yielding **$9.177 million** in cash proceeds[96](index=96&type=chunk)[99](index=99&type=chunk) - Eight currency forward contracts designated as net investment hedges were terminated in Q3 FY2020, generating **$27.732 million** in cash proceeds, recognized as cash provided by investing activities[102](index=102&type=chunk) - Many currency forward and option contracts are not designated for hedge accounting, leading to expected volatility in 'other income (expense), net' in consolidated statements of operations[103](index=103&type=chunk) [Note 5. Accumulated Other Comprehensive Loss](index=25&type=section&id=5.%20Accumulated%20Other%20Comprehensive%20Loss) Accumulated other comprehensive loss (AOCL) increased from $(79.86) million at June 30, 2019, to $(92.81) million at March 31, 2020. This change primarily reflects net current period other comprehensive loss of $(12.95) million, driven by losses on cash flow hedges and translation adjustments, partially offset by reclassifications to net income | Metric | Balance as of June 30, 2019 (in thousands) | Balance as of March 31, 2020 (in thousands) | | :--------------------------------------- | :----------------------------------------- | :---------------------------------------- | | Gains (losses) on cash flow hedges | $(11,282) | $(28,003) | | Translation adjustments, net of hedges | $(68,371) | $(64,598) | | Total Accumulated Other Comprehensive Loss | $(79,857) | $(92,805) | - Net current period other comprehensive loss was **$(12.948) million** for the nine months ended March 31, 2020, primarily due to **$(16.721) million** in losses on cash flow hedges and **$3.773 million** in translation adjustments[113](index=113&type=chunk) [Note 6. Goodwill](index=26&type=section&id=6.%20Goodwill) Goodwill decreased from $718.88 million at June 30, 2019, to $615.33 million at March 31, 2020, primarily due to a $100.84 million impairment charge. This impairment was triggered by significant revenue declines in March 2020 due to the COVID-19 pandemic and reduced long-term profitability outlooks for Exaprint, National Pen, and VIDA reporting units | Segment | Goodwill as of June 30, 2019 (in thousands) | Goodwill as of March 31, 2020 (in thousands) | | :-------------------- | :---------------------------------------- | :--------------------------------------- | | Vistaprint | $145,961 | $149,709 | | PrintBrothers | $124,089 | $127,324 | | The Print Group | $198,363 | $152,203 | | National Pen | $34,434 | — | | All Other Businesses | $216,033 | $186,097 | | Total Goodwill | $718,880 | $615,333 | - A goodwill impairment test was triggered in Q3 FY2020 due to significant revenue declines in March from the COVID-19 pandemic and reduced long-term profitability outlooks for Exaprint, National Pen, and VIDA reporting units[116](index=116&type=chunk)[117](index=117&type=chunk) - Impairment charges totaled **$100.842 million**, including a partial impairment of **$40.391 million** for Exaprint, a full impairment of **$34.434 million** for National Pen, and a full impairment of **$26.017 million** for VIDA[121](index=121&type=chunk) [Note 7. Other Balance Sheet Components](index=27&type=section&id=7.%20Other%20Balance%20Sheet%20Components) This note details the components of accrued expenses, other current liabilities, and other liabilities. Accrued expenses decreased slightly to $190.1 million, while other current liabilities significantly decreased to $13.1 million due to the reclassification of lease financing obligations. Other liabilities increased to $77.0 million, driven by long-term derivative liabilities Accrued Expenses (in thousands) | Accrued Expenses (in thousands) | March 31, 2020 | June 30, 2019 | | :-------------------------------- | :------------- | :------------ | | Compensation costs | $58,668 | $58,864 | | Income and indirect taxes | $37,340 | $40,102 | | Interest payable | $12,747 | $2,271 | | Total accrued expenses | $190,097 | $194,715 | Other Current Liabilities (in thousands) | Other Current Liabilities (in thousands) | March 31, 2020 | June 30, 2019 | | :--------------------------------------- | :------------- | :------------ | | Current portion of finance lease obligations | $7,833 | $10,668 | | Current portion of lease financing obligation | — | $12,569 | | Short-term derivative liabilities | $3,348 | $1,628 | | Total other current liabilities | $13,144 | $27,881 | Other Liabilities (in thousands) | Other Liabilities (in thousands) | March 31, 2020 | June 30, 2019 | | :------------------------------- | :------------- | :------------ | | Long-term finance lease obligations | $19,360 | $16,036 | | Long-term derivative liabilities | $46,163 | $15,886 | | Total other liabilities | $76,972 | $53,716 | [Note 8. Debt](index=28&type=section&id=8.%20Debt) Cimpress's total debt outstanding, net, increased significantly to $1,671.6 million as of March 31, 2020, from $1,023.6 million at June 30, 2019. This was driven by an increase in the senior secured credit facility and an additional offering of $200 million in 7.0% senior unsecured notes due 2026. The company was in compliance with all debt covenants as of March 31, 2020, but subsequently amended its credit agreement in May 2020 to suspend maintenance covenants and raise $300 million in new capital | Debt (in thousands) | March 31, 2020 | June 30, 2019 | | :--------------------------------------- | :------------- | :------------ | | Senior secured credit facility | $1,063,836 | $621,224 | | 7.0% Senior unsecured notes due 2026 | $600,000 | $400,000 | | Total debt outstanding, net | $1,671,578 | $1,023,567 | | Long-term debt | $1,647,214 | $942,290 | - On February 13, 2020, Cimpress amended its senior secured credit facility, increasing revolving loan commitments and extending the maturity date to February 13, 2025. It also completed an additional offering of **$200 million** in 7.0% senior unsecured notes due 2026[129](index=129&type=chunk)[138](index=138&type=chunk) - As of March 31, 2020, Cimpress was in compliance with all financial and other covenants under its credit agreement and senior unsecured notes indenture[136](index=136&type=chunk) - On May 1, 2020, the company amended its senior secured credit agreement to suspend maintenance covenants until Q4 FY2021 and raised **$300 million** to pay down a portion of its term loan[137](index=137&type=chunk) [Note 9. Income Taxes](index=30&type=section&id=9.%20Income%20Taxes) Cimpress reported an income tax expense of $1.04 million for the three months ended March 31, 2020, and a tax benefit of $86.64 million for the nine months ended March 31, 2020. The nine-month benefit was significantly influenced by a $114.11 million deferred tax benefit from Swiss Tax Reform. The company recognized a $28.47 million tax expense for a full valuation allowance against U.S. deferred tax assets due to decreased profits from COVID-19 and goodwill impairments | Metric | Three Months Ended March 31, 2020 (in thousands) | Nine Months Ended March 31, 2020 (in thousands) | | :--------------------------------------- | :----------------------------------------------- | :---------------------------------------------- | | Income tax expense (benefit) | $1,039 | $(86,641) | | Effective tax rate | (1.3)% | (214.7)% | - A **$28.465 million** tax expense was recognized for a full valuation allowance against U.S. deferred tax assets, driven by decreased profits due to COVID-19 and goodwill impairments[145](index=145&type=chunk) - Cimpress recognized a **$114.114 million** tax benefit from Swiss Tax Reform, establishing new Swiss deferred tax assets related to transitional relief measures[146](index=146&type=chunk) - Tax benefits of **$15.35 million** from excess share-based compensation and **$10.894 million** from re-measurement of U.S. tax losses under the CARES Act were recognized in Q3 FY2020[145](index=145&type=chunk) [Note 10. Noncontrolling Interests](index=31&type=section&id=10.%20Noncontrolling%20Interests) Cimpress holds controlling equity stakes in several subsidiaries with minority interests held by third parties or management. Redeemable noncontrolling interests are presented as temporary equity and adjusted to redemption value. The balance of redeemable noncontrolling interests increased to $69.68 million as of March 31, 2020, primarily due to acquisitions and accretion to redemption value | Metric | Redeemable noncontrolling interests (in thousands) | | :--------------------------------------- | :----------------------------------------------- | | Balance as of June 30, 2019 | $63,182 | | Acquisition of noncontrolling interest | $3,995 | | Accretion to redemption value recognized in retained earnings | $5,493 | | Net income attributable to noncontrolling interest | $1,630 | | Balance as of March 31, 2020 | $69,682 | - Redeemable noncontrolling interests are recognized at fair value and adjusted to redemption value periodically, with the offset to retained earnings[150](index=150&type=chunk) - In Q4 FY2019, Cimpress sold minority equity interests in PrintBrothers businesses, with put options exercisable from 2021 and call options from 2026[151](index=151&type=chunk) - The VIDA Group Co. shares held by Cimpress were repurchased by VIDA Group Co. on April 10, 2020[153](index=153&type=chunk) [Note 11. Variable Interest Entity ("VIE")](index=32&type=section&id=11.%20Variable%20Interest%20Entity%20(%22VIE%22)) Cimpress holds a 53.7% equity interest in Printi LLC, which is considered a Variable Interest Entity. The company has a contractual obligation to acquire the remaining equity interests through a reciprocal put and call structure, exercisable from April 1, 2021, to July 31, 2023. The carrying value of these liabilities was zero as of March 31, 2020, based on estimated redemption values - Cimpress holds a **53.7% equity interest** in Printi LLC and has a contractual obligation to acquire the remaining equity through put and call options exercisable from April 1, 2021, to July 31, 2023[156](index=156&type=chunk) - The carrying value of the liabilities related to the Printi LLC equity acquisition was **zero** as of March 31, 2020, based on estimated redemption values[156](index=156&type=chunk) [Note 12. Segment Information](index=32&type=section&id=12.%20Segment%20Information) Cimpress revised its segment reporting structure in Q1 FY2020, integrating Vistaprint Corporate Solutions, India, and Japan into the Vistaprint segment. The company now reports in five segments: Vistaprint, PrintBrothers, The Print Group, National Pen, and All Other Businesses. Segment profitability is measured by adjusted EBITDA. Total consolidated revenue for the nine months ended March 31, 2020, was $2,052.25 million, with Vistaprint being the largest contributor - Cimpress revised its internal organizational and reporting structure in Q1 FY2020, integrating Vistaprint Corporate Solutions, Vistaprint India, and Vistaprint Japan into the Vistaprint segment[158](index=158&type=chunk) - The company reports in **five segments**: Vistaprint, PrintBrothers, The Print Group, National Pen, and All Other Businesses[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - Segment profitability is now measured by an **adjusted EBITDA metric**, which excludes depreciation and amortization (with exceptions), earn-out related charges, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges[163](index=163&type=chunk)[166](index=166&type=chunk) Segment Revenue (in thousands) | Segment Revenue (in thousands) | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | | :------------------------------- | :-------------------------------- | :------------------------------- | | Vistaprint | $316,310 | $1,092,786 | | PrintBrothers | $109,496 | $345,403 | | The Print Group | $68,537 | $228,494 | | National Pen | $68,362 | $266,510 | | All Other Businesses | $39,237 | $131,287 | | Total consolidated revenue | $597,960 | $2,052,252 | Segment EBITDA (in thousands) | Segment EBITDA (in thousands) | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | | :------------------------------ | :-------------------------------- | :------------------------------- | | Vistaprint | $67,444 | $280,184 | | PrintBrothers | $8,686 | $35,922 | | The Print Group | $10,934 | $42,673 | | National Pen | $(1,244) | $17,005 | | All Other Businesses | $3,187 | $8,572 | | Total segment EBITDA | $89,007 | $384,356 | [Note 13. Leases](index=37&type=section&id=13.%20Leases) Cimpress leases machinery, equipment, and facilities under non-cancelable operating and finance leases. As of March 31, 2020, total lease assets were $186.63 million and total lease liabilities were $198.87 million. Operating lease expense for the nine months ended March 31, 2020, was $32.42 million, with total net lease cost of $11.20 million. The weighted-average remaining lease term for operating leases is 6.17 years Lease Classification (in thousands) | Lease Classification (in thousands) | March 31, 2020 | | :---------------------------------- | :------------- | | Operating right-of-use assets | $164,391 | | Finance right-of-use assets | $22,243 | | Total lease assets | $186,634 | | Operating lease liabilities, current | $37,405 | | Finance lease liabilities, current | $7,833 | | Operating lease liabilities, non-current | $134,267 | | Finance lease liabilities, non-current | $19,360 | | Total lease liabilities | $198,865 | Lease Expenses (in thousands) | Lease Expenses (in thousands) | Nine Months Ended March 31, 2020 | | :------------------------------ | :------------------------------- | | Operating lease expense | $32,416 | | Amortization of finance lease assets | $4,614 | | Interest on lease liabilities | $635 | | Variable lease expense | $8,433 | | Less: sublease income | $(2,478) | | Net lease cost | $11,204 | - The weighted-average remaining lease term for operating leases is **6.17 years**, and for finance leases is **4.63 years**[185](index=185&type=chunk) [Note 14. Commitments and Contingencies](index=39&type=section&id=14.%20Commitments%20and%20Contingencies) As of March 31, 2020, Cimpress had unrecorded purchase commitments totaling $102.82 million, primarily for third-party web services ($64.29 million) and inventory/fulfillment ($12.22 million). The company also had $2.37 million in deferred payments for acquisitions and is not currently party to any material legal proceedings - Unrecorded purchase commitments totaled **$102.822 million** as of March 31, 2020, including **$64.289 million** for third-party web services and **$12.217 million** for inventory and third-party fulfillment[187](index=187&type=chunk) - Deferred payments for several acquisitions amounted to **$2.369 million** as of March 31, 2020[188](index=188&type=chunk) - Cimpress is not currently party to any material legal proceedings and does not expect current matters to have a material adverse impact on its financial results[189](index=189&type=chunk) [Note 15. Restructuring Charges](index=40&type=section&id=15.%20Restructuring%20Charges) Cimpress recognized restructuring charges of $0.92 million for the three months and $5.01 million for the nine months ended March 31, 2020, primarily within the Vistaprint segment due to organizational structure evolution. This is a significant decrease compared to $7.87 million and $9.06 million in the prior year periods Restructuring Activity (in thousands) | Restructuring Activity (in thousands) | Accrued liability as of June 30, 2019 | Restructuring charges | Cash payments | Non-cash charges | Accrued liability as of March 31, 2020 | | :------------------------------------ | :------------------------------------ | :-------------------- | :------------ | :--------------- | :------------------------------------- | | Severance and Related Benefits | $3,045 | $4,662 | $(4,637) | $(756) | $2,314 | | Other Restructuring Costs | $167 | $344 | $(433) | — | $78 | | Total | $3,212 | $5,006 | $(5,070) | $(756) | $2,392 | - Restructuring charges for the three and nine months ended March 31, 2020, were **$919 thousand** and **$5.006 million**, respectively, primarily in the Vistaprint segment due to organizational changes[193](index=193&type=chunk) [Note 16. Subsequent Events](index=40&type=section&id=16.%20Subsequent%20Events) On May 1, 2020, Cimpress amended its senior secured credit agreement to suspend maintenance covenants until December 31, 2021, and raised $300 million from Apollo Funds through 5-year second lien notes and 7-year warrants. The proceeds were used to pay down term loans, and the amendment reduced the credit facility size and increased interest rates. This action provides financial flexibility during the COVID-19 pandemic but eliminates share repurchases and substantially limits acquisitions during the suspension period - On May 1, 2020, Cimpress amended its senior secured credit agreement to suspend maintenance covenants (leverage and interest coverage ratios) until **December 31, 2021**[196](index=196&type=chunk) - The amendment increased pricing to **LIBOR +3.25%** during the suspension period and changed the maturity date from February 2025 to November 2024. The credit facility was reduced from **$1,551.4 million** to **$1,000 million**[196](index=196&type=chunk) - Cimpress issued **$300 million** in 5-year second lien notes with a **12% coupon** and 7-year warrants to purchase **1,055,377 ordinary shares** to Apollo Funds. Proceeds were used to pay down term loans[197](index=197&type=chunk)[198](index=198&type=chunk) - The credit facility amendment eliminates the ability to repurchase shares and substantially limits acquisitions during the covenant suspension period[276](index=276&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Cimpress's financial condition and results of operations, highlighting the significant adverse impact of the COVID-19 pandemic on demand, revenue, and profitability. It details the company's proactive measures, including cost reductions, financial flexibility initiatives, and strategic investments, while also presenting a summary of consolidated and segment-specific financial performance for the three and nine months ended March 31, 2020 [Executive Overview](index=42&type=section&id=Executive%20Overview) Cimpress, a mass customization specialist, experienced significant revenue declines starting March 2020 due to the COVID-19 pandemic. The company responded with decentralized actions, cost reductions, financial flexibility measures (including a credit agreement amendment and capital raise), and efforts to maintain operational continuity and protect key investments. The near-term outlook is materially negative, with expected revenue recovery as restrictions ease - Cimpress is a group of businesses specializing in mass customization of print, signage, photo merchandise, and other categories, managed in a decentralized manner[203](index=203&type=chunk) - The COVID-19 pandemic led to materially reduced demand for products starting March 2020, impacting small business customers globally[205](index=205&type=chunk) - Cimpress responded by amending its senior secured credit agreement, raising new capital, enacting significant cost-reduction and cash-preservation measures, maintaining operational continuity, and protecting key technology investments[208](index=208&type=chunk) - The company expects a **material negative impact** on Q4 FY2020 results but anticipates continued improvement in revenue trends as restrictions are lifted[210](index=210&type=chunk) [Financial Summary](index=44&type=section&id=Financial%20Summary) For Q3 FY2020, revenue decreased by 10% to $598.0 million, with an operating loss of $87.7 million due to a $100.8 million goodwill impairment and COVID-19 impacts. Adjusted EBITDA decreased by $17.9 million to $70.9 million. Year-to-date, revenue decreased by 1% to $2,052.3 million, operating income decreased by $55.0 million to $59.2 million, and Adjusted EBITDA increased by $66.6 million to $335.9 million | Metric | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | | :--------------------------------------- | :-------------------------------- | :------------------------------- | | Revenue | **$598.0 million (down 10%)** | **$2,052.3 million (down 1%)** | | Constant-currency revenue growth (excl. acquisitions) | **(9)%** | **(1)%** | | Operating income (loss) | **$(87.7) million (down $117.4M)** | **$59.2 million (down $55.0M)** | | Adjusted EBITDA | **$70.9 million (down $17.9M)** | **$335.9 million (up $66.6M)** | | Cash provided by operating activities | N/A | **$284.1 million (up $61.6M)** | | Adjusted free cash flow | N/A | **$209.6 million (up $79.7M)** | - The Q3 FY2020 operating loss was primarily due to a **$100.8 million goodwill impairment charge** and declining performance from COVID-19 impacts, partially offset by reduced advertising spend and lower restructuring charges[217](index=217&type=chunk) [Consolidated Results of Operations](index=45&type=section&id=Consolidated%20Results%20of%20Operations) Consolidated revenue decreased by 10% in Q3 FY2020 and 1% year-to-date, primarily due to COVID-19 impacts and negative currency fluctuations. Cost of revenue decreased in line with demand. Operating expenses saw varied changes: technology and development increased due to infrastructure rebuilds, marketing and selling decreased due to reduced advertising, general and administrative increased due to consulting and merger costs, and a significant goodwill impairment of $100.8 million was recognized [Consolidated Revenue](index=45&type=section&id=Consolidated%20Revenue) Details Cimpress's revenue performance by segment for the three and nine months ended March 31, 2020, highlighting changes and growth drivers | Segment | Three Months Ended March 31, 2020 (in thousands) | % Change (YoY) | Constant-Currency Revenue Growth (excl. acquisitions) | | :-------------------- | :----------------------------------------------- | :------------- | :---------------------------------------------------- | | Vistaprint | $316,310 | (12)% | (11)% | | PrintBrothers | $109,496 | —% | —% | | The Print Group | $68,537 | (13)% | (10)% | | National Pen | $68,362 | (14)% | (13)% | | All Other Businesses | $39,237 | 3% | 5% | | Total consolidated revenue | $597,960 | (10)% | (9)% | - Consolidated revenue decreased by **10%** in Q3 FY2020 and **1%** year-to-date, primarily due to significant declines in order volumes in March from COVID-19 lockdowns and negative currency impacts[216](index=216&type=chunk)[221](index=221&type=chunk) [Consolidated Cost of Revenue](index=46&type=section&id=Consolidated%20Cost%20of%20Revenue) Presents Cimpress's cost of revenue and its percentage of total revenue for the three and nine months ended March 31, 2020 | Metric | Three Months Ended March 31, 2020 (in thousands) | Nine Months Ended March 31, 2020 (in thousands) | | :-------------------- | :----------------------------------------------- | :---------------------------------------------- | | Cost of revenue | $309,598 | $1,029,281 | | % of revenue | 51.8% | 50.2% | - Consolidated cost of revenue decreased by **$33.1 million** in Q3 FY2020 and **$27.4 million** year-to-date, mainly due to reduced demand-dependent costs (third-party fulfillment, materials, shipping) across segments impacted by COVID-19[224](index=224&type=chunk)[225](index=225&type=chunk) [Consolidated Operating Expenses](index=46&type=section&id=Consolidated%20Operating%20Expenses) Itemizes Cimpress's operating expenses, including technology, marketing, general and administrative, and impairment charges, for the periods presented | Expense Category (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Technology and development | $67,693 | 13% | $195,287 | 12% | | Marketing and selling | $148,803 | (13)% | $483,056 | (14)% | | General and administrative | $45,148 | 20% | $140,681 | 18% | | Amortization of acquired intangible assets | $12,693 | (9)% | $38,861 | (3)% | | Restructuring expense | $919 | (88)% | $5,006 | (45)% | | Impairment of goodwill | $100,842 | 100% | $100,842 | 100% | - Technology and development expenses increased by **$8.0 million** in Q3 FY2020 and **$20.7 million** year-to-date, driven by Vistaprint's technology infrastructure rebuild and increased central technology team costs[228](index=228&type=chunk)[229](index=229&type=chunk) - Marketing and selling expenses decreased by **$21.4 million** in Q3 FY2020 and **$79.5 million** year-to-date, primarily due to reduced advertising spend in Vistaprint and National Pen, further tightened in response to COVID-19[231](index=231&type=chunk) - General and administrative expenses increased by **$7.4 million** in Q3 FY2020 and **$21.5 million** year-to-date, due to consulting costs, Irish Merger-related costs, higher recruiting, and a **$1.0 million loss** from the VIDA business held for sale[233](index=233&type=chunk) - Goodwill impairment charges of **$100.8 million** were recognized in Q3 FY2020 for National Pen, VIDA, and Exaprint, driven by expected near-term cash flow deterioration from COVID-19 and reduced long-term profit outlooks[238](index=238&type=chunk) [Other Consolidated Results](index=48&type=section&id=Other%20Consolidated%20Results) Summarizes Cimpress's other income (expense), net interest expense, and income tax expense (benefit) for the three and nine months ended March 31, 2020 | Metric (in thousands) | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | | :--------------------------------------- | :-------------------------------- | :------------------------------- | | Other income (expense), net | $22,537 | $29,171 | | Interest expense, net | $(17,262) | $(48,050) | | Income tax expense (benefit) | $1,039 | $(86,641) | - Other income (expense), net increased significantly due to currency exchange rate volatility impacting derivatives not designated as hedging instruments, particularly Euro and British Pound contracts[240](index=240&type=chunk) - Interest expense, net increased slightly due to higher debt borrowing levels, partially offset by lower interest expense from the ASC 842 adoption reclassifying the Waltham, MA lease[244](index=244&type=chunk) - The nine-month income tax benefit was significantly influenced by a **$114.1 million deferred tax benefit** from Swiss Tax Reform, offset by a **$28.5 million valuation allowance** against U.S. deferred tax assets due to COVID-19 impacts[247](index=247&type=chunk)[248](index=248&type=chunk) [Reportable Segment Results](index=50&type=section&id=Reportable%20Segment%20Results) Segment results show Vistaprint's revenue decline due to advertising changes and COVID-19, while PrintBrothers maintained flat revenue in Q3 but grew year-to-date. The Print Group and National Pen experienced revenue declines, heavily impacted by COVID-19 and reduced direct mail. All Other Businesses saw revenue growth, driven by BuildASign's resilience and Printi's efficiency improvements. Segment EBITDA generally followed revenue trends, with Vistaprint's Q3 decline offset by year-to-date growth from advertising reductions, and All Other Businesses showing significant profitability improvement [Vistaprint](index=50&type=section&id=Vistaprint) Reports Vistaprint's revenue and Segment EBITDA for the three and nine months ended March 31, 2020, detailing performance drivers | Metric (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Reported Revenue | $316,310 | (12)% | $1,092,786 | (5)% | | Segment EBITDA | $67,444 | (18)% | $280,184 | 17% | | % of revenue | 21% | | 26% | | - Vistaprint's revenue declined by **11% (constant-currency)** in Q3 FY2020 due to ongoing advertising spend changes and reduced demand from COVID-19 lockdowns in March[254](index=254&type=chunk) - Q3 FY2020 Segment EBITDA decreased due to revenue declines, partially offset by **$17.1 million reduction** in advertising spend. Year-to-date Segment EBITDA increased due to **$69.5 million reduction** in advertising spend and gross margin improvements[255](index=255&type=chunk) [PrintBrothers](index=51&type=section&id=PrintBrothers) Presents PrintBrothers' revenue and Segment EBITDA for the three and nine months ended March 31, 2020, highlighting growth and efficiency | Metric (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Reported Revenue | $109,496 | —% | $345,403 | 6% | | Segment EBITDA | $8,686 | 7% | $35,922 | 18% | | % of revenue | 8% | | 10% | | - PrintBrothers' constant-currency revenue growth (excluding acquisitions) was **flat** in Q3 FY2020 due to COVID-19 impacts, but grew **8% year-to-date**, driven by growth across all businesses and the integration of a former supplier[258](index=258&type=chunk) - Segment EBITDA increased in both periods due to increased gross profit, favorable product mix shifts, and production efficiencies, partially offset by technology investments and negative currency impacts[259](index=259&type=chunk) [The Print Group](index=51&type=section&id=The%20Print%20Group) Details The Print Group's revenue and Segment EBITDA for the three and nine months ended March 31, 2020, noting impacts from COVID-19 | Metric (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Reported Revenue | $68,537 | (13)% | $228,494 | (4)% | | Segment EBITDA | $10,934 | (30)% | $42,673 | (3)% | | % of revenue | 16% | | 19% | | - The Print Group's constant-currency revenue decreased by **10%** in Q3 FY2020, primarily due to significant declines in March order volumes, especially in Pixartprinting (Northern Italy) due to tighter COVID-19 restrictions[261](index=261&type=chunk) - Segment EBITDA decreased in both periods, driven by revenue decline, technology investments, and unfavorable currency impacts[263](index=263&type=chunk) [National Pen](index=52&type=section&id=National%20Pen) Reports National Pen's revenue and Segment EBITDA for the three and nine months ended March 31, 2020, showing declines and cost reductions | Metric (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Reported Revenue | $68,362 | (14)% | $266,510 | (4)% | | Segment EBITDA | $(1,244) | (1,201)% | $17,005 | 65% | | % of revenue | (2)% | | 6% | | - National Pen's constant-currency revenue declined by **13%** in Q3 FY2020, driven by lower direct mail volumes due to reduced prospecting activity and negative impacts from COVID-19 lockdowns in March[265](index=265&type=chunk) - Q3 FY2020 Segment EBITDA decreased due to revenue decline, partially mitigated by proactive variable and fixed cost reductions. Year-to-date Segment EBITDA increased due to reduced advertising spend and operational improvements[266](index=266&type=chunk) [All Other Businesses](index=52&type=section&id=All%20Other%20Businesses) Presents revenue and Segment EBITDA for All Other Businesses, highlighting growth and profitability improvements | Metric (in thousands) | Three Months Ended March 31, 2020 | % Change (YoY) | Nine Months Ended March 31, 2020 | % Change (YoY) | | :-------------------- | :-------------------------------- | :------------- | :------------------------------- | :------------- | | Reported Revenue | $39,237 | 3% | $131,287 | 40% | | Segment EBITDA | $3,187 | 377% | $8,572 | 205% | | % of revenue | 8% | | 7% | | - All Other Businesses' constant-currency revenue increased by **5%** in Q3 FY2020, driven by strong performance from BuildASign's home decor business, showing resilience during the pandemic[269](index=269&type=chunk) - Segment EBITDA improved significantly in both periods, primarily due to efforts to improve the efficiency and focus of Printi and profit growth from BuildASign[270](index=270&type=chunk) [Central and Corporate Costs](index=53&type=section&id=Central%20and%20Corporate%20Costs) Summarizes the changes in central and corporate costs, including share-based compensation and technology investments - Central and corporate costs increased by **$6.3 million** in Q3 FY2020 and **$22.5 million** year-to-date, driven by higher share-based compensation, increased central technology investments, and professional fees related to the Irish Merger[272](index=272&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) Cimpress's cash and cash equivalents increased to $228.3 million at March 31, 2020, with total debt at $1,677.5 million. Net cash provided by operating activities was $284.1 million for the nine months ended March 31, 2020. The company took proactive measures, including a $300 million capital raise and credit facility amendment in May 2020, to ensure sufficient liquidity during the COVID-19 pandemic, which also restricts share repurchases and limits acquisitions Cash Flow Data (in thousands) | Cash Flow Data (in thousands) | Nine Months Ended March 31, 2020 | Nine Months Ended March 31, 2019 | | :--------------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $284,061 | $222,470 | | Net cash used in investing activities | $(47,813) | $(381,554) | | Net cash (used in) provided by financing activities | $(36,756) | $161,900 | - As of March 31, 2020, Cimpress had **$228.3 million** in cash and cash equivalents and **$1,677.5 million** in debt[273](index=273&type=chunk) - The company raised **$300 million** in capital on May 1, 2020, and amended its credit facility to suspend maintenance covenants, ensuring sufficient liquidity for the next twelve months despite COVID-19 uncertainty[276](index=276&type=chunk)[277](index=277&type=chunk) - The May 2020 credit facility amendment eliminates the ability to repurchase shares and substantially limits acquisitions during the covenant suspension period[276](index=276&type=chunk) Contractual Obligations (in thousands) | Contractual Obligations (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :------------------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Operating leases, net of subleases | $160,387 | $36,758 | $54,645 | $35,347 | $33,637 | | Purchase commitments | $102,822 | $52,674 | $30,148 | $20,000 | — | | Senior unsecured notes and interest payments | $873,000 | $42,000 | $84,000 | $84,000 | $663,000 | | Other debt and interest payments | $1,226,783 | $59,083 | $148,268 | $1,019,432 | — | | Finance leases, net of subleases | $24,176 | $7,550 | $11,446 | $3,586 | $1,594 | | Other | $2,369 | $1,551 | $732 | $86 | — | | Total | $2,389,537 | $199,616 | $329,239 | $1,162,451 | $698,231 | [Additional Non-GAAP Financial Measures](index=56&type=section&id=Additional%20Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures, including Adjusted EBITDA and Adjusted Free Cash Flow, which management uses to evaluate performance and provide investors with a clearer understanding of underlying business results. Adjusted EBITDA for the nine months ended March 31, 2020, was $335.94 million, and Adjusted Free Cash Flow was $209.60 million - Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization (with specific exclusions), share-based compensation, earn-out related charges, certain impairments, restructuring charges, and realized gains/losses on currency derivatives, less interest expense related to the Waltham, MA lease and gains on purchase/sale of subsidiaries[291](index=291&type=chunk) - 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, plus certain contingent consideration payments and insurance proceeds[295](index=295&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | | :--------------------------------------- | :-------------------------------- | :------------------------------- | | GAAP operating (loss) income | $(87,736) | $59,238 | | Adjusted EBITDA | $70,908 | $335,941 | Adjusted Free Cash Flow Reconciliation (in thousands) | Metric (in thousands) | Nine Months Ended March 31, 2020 | | :--------------------------------------- | :------------------------------- | | Net cash provided by operating activities | $284,061 | | Purchases of property, plant and equipment | $(38,638) | | Capitalization of software and website development costs | $(35,824) | | Adjusted free cash flow | $209,599 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Cimpress is exposed to interest rate risk from its variable-rate debt and currency exchange rate risk from its global operations. A hypothetical 100 basis point increase in interest rates would increase interest expense by approximately $5.6 million over 12 months. The company manages currency risks through derivatives, but many are not hedge-accounted, leading to potential GAAP earnings volatility. A hypothetical 10% decrease in exchange rates could increase income before taxes by $14.5 million for Q3 FY2020 - Cimpress has **$1,063.8 million** in variable-rate debt as of March 31, 2020, exposing it to interest rate risk. A hypothetical **100 basis point increase** in rates would increase interest expense by approximately **$5.6 million** over the next 12 months[301](index=301&type=chunk) - The company manages currency risks through derivative financial instruments, but many currency contracts are not designated for hedge accounting, which may lead to increased volatility in GAAP results[302](index=302&type=chunk)[304](index=304&type=chunk) - A hypothetical **10% decrease** in currency exchange rates against the functional currency of subsidiaries would have resulted in a **$14.5 million increase** in income before income taxes for the three months ended March 31, 2020[309](index=309&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Cimpress's management, including the CEO and CFO, concluded that its disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2020. There were no significant changes in internal control over financial reporting during the three months ended March 31, 2020 - As of March 31, 2020, Cimpress's disclosure controls and procedures were evaluated and deemed **effective** at the reasonable assurance level[310](index=310&type=chunk) - No significant changes in internal control over financial reporting occurred during the three months ended March 31, 2020[311](index=311&type=chunk) PART II. OTHER INFORMATION Contains additional disclosures, including updated risk factors, equity security sales, and a list of exhibits filed with the report [Item 1A. Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) Cimpress updated its risk factors to highlight the major adverse impact of the COVID-19 pandemic on its operations, financial results, customers, and employees. This includes material declines in demand, operational disruptions, and significant resource allocation to mitigation efforts. Prolonged impacts could lead to supply chain disruptions and difficulties complying with credit facility covenants, despite recent amendments - The COVID-19 pandemic is having a **major adverse impact** on Cimpress's operations, financial results, customers, and employees, including material declines in demand and operational disruptions[313](index=313&type=chunk)[314](index=314&type=chunk) - Future impacts could include supply chain disruptions and difficulties complying with credit facility covenants if adverse effects persist beyond the temporary suspension period[314](index=314&type=chunk)[316](index=316&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Cimpress's Board authorized a share repurchase program for up to 5,500,000 ordinary shares, expiring May 22, 2021. During Q3 FY2020, the company repurchased 758,653 shares at an average price of $117.95 per share, leaving 4,617,947 shares available under the program as of March 31, 2020 - Cimpress's Board authorized a share repurchase program for up to **5,500,000 ordinary shares**, expiring May 22, 2021[318](index=318&type=chunk) Share Repurchases | Period | Total Number of Shares Purchased | Average Price Per Share | | :--------------------------------------- | :------------------------------- | :---------------------- | | January 1, 2020 through January 31, 2020 | — | — | | February 1, 2020 through February 29, 2020 | 658,653 | $117.95 | | March 1, 2020 through March 31, 2020 | 100,000 | $117.92 | | Total | 758,653 | $117.95 | - As of March 31, 2020, approximately **4,617,947 shares** remained available for repurchase under the program[319](index=319&type=chunk) [Item 6. Exhibits](index=62&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including various indentures, credit agreement amendments, a note and warrant purchase agreement, security agreements, intercreditor agreements, and certifications required by the Sarbanes-Oxley Act - Exhibits include the Third Supplemental Indenture for 7.0% senior notes due 2026, Senior Secured Notes Indenture, Form of Warrant, Amendment No. 3 and 4 to the Senior Credit Agreement, Note and Warrant Purchase Agreement, Pledge and Security Agreement, and Intercreditor Agreement[321](index=321&type=chunk) - Certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer and Chief Financial Officer are also included[321](index=321&type=chunk) [Signatures](index=63&type=section&id=Signatures) The report is duly signed on behalf of Cimpress plc by Sean E. Quinn, Chief Financial Officer, on May 6, 2020, affirming compliance with the Securities Exchange Act of 1934 requirements - The report was signed by Sean E. Quinn, Chief Financial Officer, on May 6, 2020[324](index=324&type=chunk)

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q2 FY2020 financial statements show increased net income from a tax benefit, asset growth from lease accounting, and a shareholder deficit from share repurchases [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Balance sheets show increased assets from lease accounting, higher liabilities from debt and leases, and a shift to shareholder deficit due to share repurchases Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2019 | June 30, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$2,023,334** | **$1,868,376** | | Operating lease assets, net | $173,156 | $— | | Goodwill | $721,057 | $718,880 | | **Total Liabilities** | **$2,135,657** | **$1,673,382** | | Long-term debt | $1,296,535 | $942,290 | | Operating lease liabilities | $180,974 | $— | | **Total Shareholders' (Deficit) Equity** | **($180,524)** | **$131,812** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 FY2020 revenue slightly decreased, but net income surged to **$190.6 million** due to a significant income tax benefit, with similar trends for the six-month period Key Operating Results (in thousands, except per share data) | Metric | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Six Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $820,333 | $825,567 | $1,454,292 | $1,414,548 | | Income from operations | $121,595 | $90,615 | $146,974 | $84,627 | | Income tax (benefit) expense | ($93,795) | $14,399 | ($87,680) | $19,880 | | Net income | $190,649 | $69,037 | $210,500 | $54,043 | | Diluted EPS | $6.81 | $2.17 | $7.19 | $1.70 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash from operations increased, investing cash outflow decreased significantly due to no major acquisitions, and financing activities shifted to a net outflow from substantial share repurchases Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $265,097 | $205,490 | | Net cash used in investing activities | ($53,816) | ($349,508) | | Net cash (used in) provided by financing activities | ($207,390) | $149,861 | - The company used **$537.6 million** for the purchase of ordinary shares in the first six months of fiscal 2020, compared to only **$14.0 million** in the same period of fiscal 2019[31](index=31&type=chunk) [Notes to Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's reincorporation to Ireland, adoption of ASC 842, a significant tax benefit from Swiss Tax Reform, and changes in segment reporting - On December 3, 2019, Cimpress completed a cross-border merger, moving its incorporation from the Netherlands to Ireland. This was accounted for as a merger between entities under common control and did not have a material impact on operations or financial position[39](index=39&type=chunk)[41](index=41&type=chunk) - The company adopted the new lease accounting standard ASC 842 on July 1, 2019, resulting in the recognition of **$169.7 million** in operating lease assets and **$176.4 million** in operating lease liabilities on the adoption date[53](index=53&type=chunk)[56](index=56&type=chunk) - A discrete deferred tax benefit of **$114.1 million** was recognized in Q2 2020 due to Swiss Tax Reform, which provides transitional relief measures. The majority of this benefit is not expected to be realized until fiscal 2025 through 2030[119](index=119&type=chunk)[120](index=120&type=chunk) - In Q1 2020, the company revised its segment reporting structure, moving Vistaprint Corporate Solutions, India, and Japan into the Vistaprint segment. It also changed its segment profitability measure from adjusted net operating profit to adjusted EBITDA[132](index=132&type=chunk)[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 revenue decrease offset by increased operating income from reduced marketing spend and efficiencies, revised segment reporting, and strong liquidity despite share repurchases Financial Summary Q2 & YTD FY2020 | Metric | Q2 FY2020 | YTD FY2020 | | :--- | :--- | :--- | | Revenue | $820.3M (-1% YoY) | $1,454.3M (+3% YoY) | | Constant-Currency Revenue Growth | +1% | +5% | | Operating Income | $121.6M (+$31.0M YoY) | $147.0M (+$62.3M YoY) | | Adjusted EBITDA | $185.5M (+$47.4M YoY) | $265.0M (+$84.5M YoY) | | Cash from Operations (YTD) | N/A | $265.1M (+$59.6M YoY) | - The decrease in reported revenue for Q2 was primarily due to planned reductions in advertising spend in the Vistaprint and National Pen segments, offset by growth in other segments[179](index=179&type=chunk) - Operating income and Adjusted EBITDA increased due to profitability improvements across all segments, driven by reduced advertising spend and operational efficiencies, particularly in the Vistaprint and National Pen businesses[180](index=180&type=chunk)[181](index=181&type=chunk) [Consolidated Results of Operations](index=40&type=section&id=Consolidated%20Results%20of%20Operations) Q2 FY2020 saw a slight revenue decrease but improved profitability due to reduced marketing expenses and a significant income tax benefit from Swiss Tax Reform - Marketing and selling expenses decreased by **$37.3 million (18%)** in Q2 and **$58.1 million (15%)** in the six-month period, primarily due to a reduction of advertising spend in the Vistaprint and National Pen businesses[189](index=189&type=chunk)[194](index=194&type=chunk) - Technology and development expenses increased by **14%** in Q2, partly due to ongoing investment in Vistaprint's technology infrastructure and increased costs in central technology teams[189](index=189&type=chunk)[192](index=192&type=chunk) - The company recognized a discrete deferred tax benefit of **$114.1 million** related to Swiss Tax Reform, which was the primary driver for the overall income tax benefit of **$93.8 million** in Q2[207](index=207&type=chunk)[208](index=208&type=chunk) [Reportable Segment Results](index=44&type=section&id=Reportable%20Segment%20Results) Q2 FY2020 segment results show varied revenue performance but overall EBITDA growth across all segments, driven by cost efficiencies and reduced advertising spend Segment Revenue & EBITDA (Q2 FY2020 vs Q2 FY2019, in thousands) | Segment | Q2 2020 Revenue | YoY Change | Q2 2020 Segment EBITDA | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Vistaprint | $433,305 | -2% | $132,160 | +36% | | PrintBrothers | $126,617 | +9% | $16,459 | +41% | | The Print Group | $87,699 | 0% | $18,105 | +11% | | National Pen | $127,985 | -4% | $28,099 | +6% | | All Other Businesses | $49,774 | +3% | $3,668 | +260% | - Vistaprint's significant EBITDA improvement was driven by a **$30.8 million** reduction in advertising spend and gross margin improvements from reduced discounting and better shipping/plant efficiencies[213](index=213&type=chunk) - PrintBrothers and The Print Group segments faced aggressive price competition in Europe but grew EBITDA through cost reductions, operating efficiencies, and leveraging shared capabilities[216](index=216&type=chunk)[222](index=222&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with increased cash from operations and available credit, despite significant cash outflows for share repurchases and capital expenditures - As of December 31, 2019, the company had **$36.9 million** in cash and cash equivalents and **$531.1 million** available for borrowing under its senior secured credit facility[233](index=233&type=chunk)[238](index=238&type=chunk) - Key cash outflows for the six months ended Dec 31, 2019, included **$537.6 million** for share repurchases, **$28.1 million** for capital expenditures, and **$23.4 million** for capitalized software development[236](index=236&type=chunk) Contractual Obligations (in thousands) | Obligation Type | Total | Less than 1 year | | :--- | :--- | :--- | | Operating leases | $181,340 | $17,743 | | Purchase commitments | $119,028 | $64,473 | | Senior unsecured notes and interest | $582,000 | $28,000 | | Other debt and interest | $1,085,401 | $109,486 | | **Total** | **$1,995,941** | **$230,482** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates on variable-rate debt, partially hedged by swaps, and foreign currency fluctuations, primarily in Euro and British Pound - The company has **$965.7 million** of variable-rate debt. A hypothetical **100 basis point** increase in interest rates would increase interest expense by about **$4.5 million** over the next 12 months, inclusive of existing interest rate swaps[260](index=260&type=chunk) - The most significant foreign currency exposures are in the Euro and British Pound. The company's hedging objectives are targeted at reducing volatility in forecasted U.S. dollar-equivalent adjusted EBITDA[262](index=262&type=chunk) - A hypothetical **10%** adverse change in currency exchange rates against the functional currencies would have resulted in a **$14.2 million** increase to pre-tax income for the three months ended December 31, 2019, based on net monetary assets[268](index=268&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2019, with no significant changes to internal control over financial reporting - As of December 31, 2019, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[269](index=269&type=chunk) - No significant changes to internal control over financial reporting occurred during the three months ended December 31, 2019[270](index=270&type=chunk) PART II OTHER INFORMATION [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the last annual report on Form 10-K - No material changes to risk factors were reported since the last annual report on Form 10-K[272](index=272&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company actively repurchased shares during the quarter, terminating a previous program and initiating a new **5.5 million** share repurchase program in November 2019 - On November 25, 2019, the Board approved a new share repurchase program authorizing the repurchase of up to **5.5 million** ordinary shares, replacing a previous program from February 2019[274](index=274&type=chunk) Share Repurchases (Q2 FY2020) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | October 2019 | 672,611 | $129.12 | | November 2019 | 1,607,125 | $135.92 | | December 2019 | — | — | | **Total** | **2,279,736** | **$133.91** | [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including supplemental indentures, equity plan documents, and Sarbanes-Oxley certifications - Exhibits filed include supplemental indentures, equity plan documents, and Sarbanes-Oxley certifications from the CEO and CFO[277](index=277&type=chunk) [Signatures](index=56&type=section&id=Signatures) The report was duly authorized and signed on January 30, 2020, by Sean E. Quinn, Chief Financial Officer of Cimpress plc - The Form 10-Q was signed on January 30, 2020, by Sean E. Quinn, Chief Financial Officer[281](index=281&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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 N.V. (Exact Name of Registrant as Specifi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2019 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 N.V. (Exact Name of Registrant as Specified in Its Cha ...