Cimpress(CMPR) - 2025 Q4 - Annual Report

Part I Item 1. Business Cimpress specializes in print mass customization, using a decentralized model and shared platforms to maximize long-term intrinsic value per share - Cimpress' core business model is print mass customization, producing customized goods with near mass production efficiency[15][24] - The company's strategy involves investing in customer-focused, entrepreneurial print mass customization businesses, managed in a decentralized manner, and leveraging shared strategic capabilities[16][17][18] - The uppermost financial objective is to maximize intrinsic value per share (IVPS), prioritizing long-term returns over short-term metrics[21][22][23] Revenue Growth (Fiscal Year 2006 vs. 2025) | Fiscal Year | Revenue (billions USD) | | :---------- | :--------------------- | | 2006 | $0.2 | | 2025 | $3.4 | Overview & Strategy Mass Customization Market and Industry Background Our Businesses Central Procurement Technology Information Privacy and Security Shared Talent Infrastructure Competition Social and Environmental Responsibility Intellectual Property Seasonality Human Capital Corporate Information Available Information Item 1A. Risk Factors Cimpress faces risks from financial volatility, brand reputation, global operations, trade policies, cybersecurity, and debt structure - Financial results may fluctuate due to long-term investment strategy and various external and internal factors[87][89] - The evolving trade and tariff environment, including the expected end of the de minimis exemption for U.S. imports on August 29, 2025, poses a risk of increased costs and adverse financial impacts[92][94] - Cybersecurity threats, including those enhanced by AI, pose risks to information systems, confidential data, reputation, and could lead to litigation and financial harm[97][98] - Shifts in online search behavior due to generative AI tools and agentic search technologies may negatively impact customer traffic and acquisition efficiency[99][100][101] - The company's substantial debt ($1.6045 billion as of June 30, 2025) and variable interest rates expose it to interest rate risk, with a hypothetical 100 basis point increase leading to an $8.3 million increase in interest expense over 12 months[132][135][138] Item 1B. Unresolved Staff Comments There are no unresolved staff comments from the SEC - The company has no unresolved staff comments[151] Item 1C. Cybersecurity Cimpress maintains robust cybersecurity policies, procedures, and processes, managed by a central security and privacy team, to protect information assets and operations - Cimpress has established policies, procedures, and processes for assessing, identifying, and managing cybersecurity risks, led by a central security and privacy team[152] - Cybersecurity measures include procedural and technical safeguards, response plans, regular vulnerability and penetration tests, incident simulations, and annual employee training[152][153] - The Audit Committee oversees cybersecurity risk, receiving regular updates from the Chief Security and Privacy Officer, who has over 20 years of experience[154] Item 2. Properties Cimpress owns and leases various manufacturing and office facilities globally, totaling approximately 3 million square feet of production space - Cimpress owns and operates approximately 3 million square feet of production space globally[49] - Key owned manufacturing facilities include a 582,000 sq ft facility in Ontario, Canada, a 492,000 sq ft facility in Shelbyville, Tennessee (held for sale), a 362,000 sq ft facility in Venlo, Netherlands, and a 124,000 sq ft facility in Deer Park, Australia[156] Leased Space by Business Segment (as of June 30, 2025) | Business Segment | Square Feet | | :--------------- | :---------- | | Vista | 330,870 | | PrintBrothers | 531,795 | | The Print Group | 523,760 | | National Pen | 703,601 | | All Other Businesses | 407,739 | Item 3. Legal Proceedings Cimpress is not currently involved in any material legal proceedings - Cimpress is not currently party to any material legal proceedings[537] - The company does not expect current legal matters to have a material adverse impact on its consolidated financial results or position[537] Item 4. Mine Safety Disclosure Cimpress has no disclosures related to mine safety - There are no disclosures regarding mine safety[161] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of Equity Securities Cimpress plc ordinary shares are traded on the Nasdaq Global Select Market under the symbol 'CMPR' - Cimpress plc ordinary shares are traded on the Nasdaq Global Select Market (CMPR)[163] - The company has never paid cash dividends and does not anticipate paying any in the foreseeable future[164] - A share repurchase program authorized in May 2024 for up to $200.0 million had approximately $115.3 million remaining as of June 30, 2025[165][167] Issuer Purchases of Equity Securities (Q4 FY2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share (USD) | Approximate Dollar Value Remaining (millions USD) | | :--------------------------------- | :----------------------------- | :--------------------------- | :------------------------------------------ | | April 1, 2025 through April 30, 2025 | — | $— | $136.1 | | May 1, 2025 through May 31, 2025 | 333,243 | $43.20 | $121.7 | | June 1, 2025 through June 30, 2025 | 145,445 | $44.32 | $115.3 | | Total | 478,688 | $43.54 | $115.3 | Item 6. [Reserved] This item is reserved and not applicable - Item 6 is reserved and not applicable[173] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Cimpress' FY2025 revenue grew 3% to $3.4 billion, but operating income and net income declined significantly due to tax and hedging losses Fiscal Year 2025 Financial Summary | Metric | FY2025 Value (millions USD) | Change vs. FY2024 (millions USD) | | :------------------------------------------ | :---------------------- | :------------------------------- | | Revenue | $3,403.1 | +3% | | Organic constant-currency revenue growth | 3% | - | | Operating income | $226.3 | -$21.1 | | Net income | $12.9 | -$165.0 | | Adjusted EBITDA | $433.2 | -$35.5 | | Diluted net income per share attributable to Cimpress plc | $0.58 | -$5.85 | | Cash provided by operating activities | $298.1 | -$52.7 | | Adjusted free cash flow | $148.0 | -$113.0 | - Operating income decreased by $21.1 million due to non-recurring prior-year benefits, discrete negative impacts, increased U.S. tariffs, and lower gross margins[183][185] - Net income decreased by $165.0 million, primarily due to a $133.5 million increase in income tax expense and higher unrealized hedging losses[186] - U.S. tariffs resulted in approximately $3 million in net costs during Q4 FY2025, with the de minimis exemption expected to end on August 29, 2025[177][178][179] Executive Overview U.S. Tariffs Financial Summary Consolidated Results of Operations Reportable Segment Results Liquidity and Capital Resources Additional Non-GAAP Financial Measures Critical Accounting Policies and Estimates Item 7A. Quantitative and Qualitative Disclosures About Market Risk Cimpress manages interest rate and currency risks using derivatives, facing potential significant impacts from market fluctuations - Cimpress has $1,072.8 million in variable-rate debt as of June 30, 2025, exposing it to interest rate risk[289] - A hypothetical 100 basis point increase in interest rates would result in an $8.3 million increase in interest expense over the next 12 months[289] - The company uses interest rate swap contracts and currency derivatives to mitigate interest rate and foreign currency exposures, primarily in Euro and British Pound[290][291][411][414][416][418] - A hypothetical 10% decrease in exchange rates against functional currencies would result in a $22.6 million change on income before income taxes for the year ended June 30, 2025[292] Item 8. Financial Statements and Supplementary Data This section presents Cimpress' audited consolidated financial statements for FY2025, 2024, and 2023, including detailed notes on accounting policies - The consolidated financial statements for the fiscal years ended June 30, 2025, 2024, and 2023 are presented, including the auditor's report[297][298] Consolidated Balance Sheet Highlights (as of June 30, thousands USD) | Item | 2025 | 2024 | | :----------------------------------- | :------- | :------- | | Total Assets | $1,968,144 | $1,892,157 | | Total Liabilities | $2,531,590 | $2,418,671 | | Total Shareholders' Deficit | $(582,503) | $(549,512) | Consolidated Statements of Operations Highlights (Year Ended June 30, thousands USD) | Item | 2025 | 2024 | 2023 | | :----------------------------------- | :--------- | :--------- | :--------- | | Revenue | $3,403,079 | $3,291,856 | $3,079,627 | | Income from operations | $226,270 | $247,351 | $57,309 | | Net income (loss) | $12,852 | $177,808 | $(185,715) | Consolidated Statements of Cash Flows Highlights (Year Ended June 30, thousands USD) | Item | 2025 | 2024 | 2023 | | :----------------------------------- | :--------- | :--------- | :--------- | | Net cash provided by operating activities | $298,070 | $350,722 | $130,289 | | Net cash used in investing activities | $(140,757) | $(54,614) | $(103,725) | | Net cash used in financing activities | $(135,921) | $(222,552) | $(177,106) | Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Shareholders' Deficit Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Item 9. Changes in and Disagreements with Accountants and Financial Disclosure Cimpress reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There are no changes in or disagreements with accountants on accounting and financial disclosure[547] Item 9A. Controls and Procedures Cimpress' management, including the CEO and CFO, assessed the effectiveness of its disclosure controls and procedures as of June 30, 2025, concluding they were effective at a reasonable assurance level - Management concluded that disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[548] - No significant changes in internal control over financial reporting occurred during the three months ended June 30, 2025[549] - Management assessed and concluded that internal control over financial reporting was effective as of June 30, 2025, based on the COSO framework[552] Item 9B. Other Information This item is not applicable and contains no other information - Item 9B is not applicable[555] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable and contains no disclosures regarding foreign jurisdictions that prevent inspections - Item 9C is not applicable[556] Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance, including the code of business conduct and ethics, is incorporated by reference from the company's 2025 Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement[558] - Cimpress has a written code of business conduct and ethics applicable to all employees, with no waivers granted in FY2025[559] Item 11. Executive Compensation Details on executive compensation, including compensation discussion and analysis, summary compensation tables, and compensation of the Board of Directors, are incorporated by reference from the 2025 Proxy Statement - Executive compensation information is incorporated by reference from the 2025 Proxy Statement[560] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management, as well as securities authorized for issuance under equity compensation plans, is incorporated by reference from the 2025 Proxy Statement - Security ownership information for beneficial owners and management, and equity compensation plan details, are incorporated by reference from the 2025 Proxy Statement[560] Item 13. Certain Relationships and Related Transactions, and Director Independence Information concerning certain relationships, related transactions, and director independence is incorporated by reference from the 2025 Proxy Statement - Information on related party transactions and director independence is incorporated by reference from the 2025 Proxy Statement[561] Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement - Information on principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement[561] Part IV Item 15. Exhibits and Financial Statement Schedules This section lists all exhibits and financial statement schedules filed as part of the 10-K report, covering corporate governance, debt, and equity documents - The section provides a comprehensive list of exhibits, including corporate governance documents, debt instruments, equity plans, and employment agreements[563][565] Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[564] Signatures The report is signed by authorized representatives of Cimpress plc, including the Founder and Chief Executive Officer, Robert S. Keane, and the Chief Financial Officer, Sean E. Quinn, along with other directors, as of August 8, 2025 - The report is signed by Robert S. Keane (Founder and CEO) and Sean E. Quinn (CFO), along with other directors, on August 8, 2025[568][569]