SEC Filing | Cimpress plc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

Form 10-Q



(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2018
or
o	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 Charter)

_________________________________



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

Hudsonweg 8

5928 LW Venlo

The Netherlands

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 31-77-850-7700

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



Title of Each Class		Name of Exchange on Which Registered
Ordinary Shares, €0.01 par value		NASDAQ Global Select Market

_________________________________

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

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

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

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



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o
	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes o No þ

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

As of October 26, 2018, there were 30,909,207 Cimpress N.V. ordinary shares, par value €0.01 per share, outstanding.

CIMPRESS N.V.

QUARTRLY REPORT ON FORM 10-Q

For the Three Months Ended September 30, 2018

TABLE OF CONTENTS



		Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		1
Consolidated Balance Sheets as of September 30, 2018 and June 30, 2018		1
Consolidated Statements of Operations for the three months ended September 30, 2018 and 2017		2
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2018 and 2017		3
Consolidated Statements of Cash Flows for the three months ended September 30, 2018 and 2017		4
Notes to Consolidated Financial Statements		6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		43
Item 4. Controls and Procedures		44

PART II OTHER INFORMATION
Item 1A. Risk Factors		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		61
Item 6. Exhibits		61
Signatures		62

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS N.V.

CONSOLIDATED BALANCE SHEETS

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



	September 30, 2018			June 30, 2018
Assets
Current assets:
Cash and cash equivalents	$	48,068		$	44,227
Accounts receivable, net of allowances of $7,164 and $6,898, respectively	63,131			55,621
Inventory	78,407			60,602
Prepaid expenses and other current assets	73,855			78,846
Total current assets	263,461			239,296
Property, plant and equipment, net	486,284			483,664
Software and website development costs, net	59,046			56,199
Deferred tax assets	68,364			67,087
Goodwill	547,109			520,843
Intangible assets, net	218,257			230,201
Other assets	58,598			54,927
Total assets	$	1,701,119		$	1,652,217
Liabilities, noncontrolling interests and shareholders’ equity
Current liabilities:
Accounts payable	$	159,072		$	152,436
Accrued expenses	196,017			186,661
Deferred revenue	30,204			27,697
Short-term debt	39,806			59,259
Other current liabilities	53,054			54,971
Total current liabilities	478,153			481,024
Deferred tax liabilities	49,109			51,243
Lease financing obligation	104,579			102,743
Long-term debt	823,836			767,585
Other liabilities	71,912			69,524
Total liabilities	1,527,589			1,472,119
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests	91,426			86,151
Shareholders’ equity:
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—			—
Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 30,893,727 and 30,876,193 shares outstanding, respectively	615			615
Treasury shares, at cost, 13,186,900 and 13,204,434 shares, respectively	(685,801		)	(685,577		)
Additional paid-in capital	403,005			395,682
Retained earnings	434,871			452,756
Accumulated other comprehensive loss	(70,586		)	(69,814		)
Total shareholders’ equity attributable to Cimpress N.V.	82,104			93,662
Noncontrolling interests (Note 11)	—			285
Total shareholders' equity	82,104			93,947
Total liabilities, noncontrolling interests and shareholders’ equity	$	1,701,119		$	1,652,217

See accompanying notes.

CIMPRESS N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

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



	Three Months Ended September 30,
	2018			2017
Revenue	$	588,981		$	563,284
Cost of revenue (1)	302,471			283,755
Technology and development expense (1)	57,063			62,103
Marketing and selling expense (1)	182,788			166,093
General and administrative expense (1)	41,176			38,778
Amortization of acquired intangible assets	11,301			12,633
Restructuring expense (1)	170			854
(Gain) on sale of subsidiaries	—			(47,545		)
(Loss) income from operations	(5,988		)	46,613
Other income (expense), net	10,252			(16,312		)
Interest expense, net	(13,777		)	(13,082		)
(Loss) income before income taxes	(9,513		)	17,219
Income tax expense (benefit)	5,481			(6,187		)
Net (loss) income	(14,994		)	23,406
Add: Net loss (income) attributable to noncontrolling interest	355			(43		)
Net (loss) income attributable to Cimpress N.V.	$	(14,639	)	$	23,363
Basic net (loss) income per share attributable to Cimpress N.V.	$	(0.47	)	$	0.75
Diluted net (loss) income per share attributable to Cimpress N.V.	$	(0.47	)	$	0.72
Weighted average shares outstanding — basic	30,883,617			31,220,311
Weighted average shares outstanding — diluted	30,883,617			32,332,162

____________________________________________

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



	Three Months Ended September 30,
	2018		2017
Cost of revenue	$	115	$	40
Technology and development expense	2,208		1,856
Marketing and selling expense	1,363		985
General and administrative expense	5,230		3,928
Restructuring expense	—		103

See accompanying notes.

CIMPRESS N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited in thousands)



	Three Months Ended September 30,
	2018			2017
Net (loss) income	$	(14,994	)	$	23,406
Other comprehensive (loss) income, net of tax:
Foreign currency translation (losses) gains, net of hedges	(2,545		)	27,307
Net unrealized gain (loss) on derivative instruments designated and qualifying as cash flow hedges	610			3,571
Amounts reclassified from accumulated other comprehensive loss to net (loss) income on derivative instruments	803			(2,764		)
Comprehensive (loss) income	(16,126		)	51,520
Add: Comprehensive loss (income) attributable to noncontrolling interests	715			(3,084		)
Total comprehensive (loss) income attributable to Cimpress N.V.	$	(15,411	)	$	48,436

See accompanying notes.

CIMPRESS N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)



	Three Months Ended September 30,
	2018			2017
Operating activities
Net (loss) income	$	(14,994	)	$	23,406
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	40,718			42,384
Share-based compensation expense	8,916			6,912
Deferred taxes	(3,963		)	(16,589		)
Gain on sale of subsidiaries	—			(47,545		)
Change in contingent earn-out liability	—			827
Unrealized (gain) loss on derivatives not designated as hedging instruments included in net (loss) income	(5,766		)	6,066
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(2,856		)	8,386
Other non-cash items	745			23
Changes in operating assets and liabilities:
Accounts receivable	(7,291		)	(8,839		)
Inventory	(11,316		)	(8,985		)
Prepaid expenses and other assets	783			(4,893		)
Accounts payable	1,586			(1,621		)
Accrued expenses and other liabilities	15,658			16,847
Net cash provided by operating activities	22,220			16,379
Investing activities
Purchases of property, plant and equipment	(21,026		)	(20,457		)
Proceeds from the sale of subsidiaries, net of transaction costs and cash divested	—			93,779
Business acquisitions, net of cash acquired	(18,000		)	(110		)
Purchases of intangible assets	(22		)	(24		)
Capitalization of software and website development costs	(11,233		)	(8,934		)
Proceeds from the sale of assets	318			217
Other investing activities	395			(2,173		)
Net cash (used in) provided by investing activities	(49,568		)	62,298
Financing activities
Proceeds from borrowings of debt	245,096			179,532
Payments of debt	(206,692		)	(234,678		)
Payments of debt issuance costs	(1,458		)	(3,251		)
Payments of withholding taxes in connection with equity awards	(1,766		)	(1,190		)
Payments of capital lease obligations	(4,182		)	(4,658		)
Purchase of ordinary shares	—			(40,674		)
Proceeds from issuance of ordinary shares	—			6,070
Issuance of loans	—			(12,000		)
Proceeds from sale of noncontrolling interest	—			35,390
Other financing activities	645			—
Net cash provided by (used in) financing activities	31,643			(75,459		)
Effect of exchange rate changes on cash	(454		)	1,843
Change in cash held for sale	—			12,042
Net increase in cash and cash equivalents	3,841			17,103
Cash and cash equivalents at beginning of period	44,227			25,697
Cash and cash equivalents at end of period	$	48,068		$	42,800

See accompanying notes.

CIMPRESS N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)



	Three Months Ended September 30,
	2018		2017
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	7,549	$	8,430
Income taxes	5,449		5,369
Non-cash investing and financing activities:
Capitalization of construction costs related to financing lease obligation	2,825		—
Property and equipment acquired under capital leases	3,565		—
Amounts accrued related to business acquisitions	5,832		50,904

See accompanying notes.

CIMPRESS N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of the Business

Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for fair presentation of the results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included.

The consolidated financial statements include the accounts of Cimpress N.V., its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets.

Operating results for the three months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2019 or for any other period. The consolidated balance sheet at June 30, 2018 has been derived from our audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2018 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

Revenue recognition

Revenue recognition - adoption of ASC 606

On July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition approach. Under the modified retrospective approach, we applied the new standard for any contracts that were not complete as of the adoption date and recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet. We did not adjust the prior comparable period.

The following table summarizes the cumulative effect of adopting the new revenue standard as of the adoption date of July 1, 2018:



Consolidated Balance Sheet	As reported at June 30, 2018		ASC 606 adjustments			Adjusted balance at July 1, 2018
Assets
Prepaid expenses and other current assets	$	78,846	$	(3,738	)	$	75,108
Deferred tax assets	67,087		595			67,682
Liabilities and Shareholders' Equity
Deferred revenue	$	27,697	$	103		$	27,800
Retained earnings	452,756		(3,246		)	449,510

The following table summarizes the impact as of and for the three months ended September 30, 2018 from adopting the new revenue standard as compared to the previous revenue standard:



	As reported (current revenue standard)			Current period adjustments			As adjusted (previous revenue standard)
Consolidated Statement of Operations for the Three Months Ended September 30, 2018
Marketing and selling expense (1)	$	182,788		$	(13,974	)	$	168,814
Income tax expense	5,481			2,792			8,273
Net loss	(14,994		)	11,182			(3,812		)
Consolidated Balance Sheet as of September 30, 2018
Assets
Prepaid expenses and other current assets	$	73,855		$	17,712		$	91,567
Deferred tax assets	68,364			(1,436		)	66,928
Liabilities and Shareholders' Equity
Accrued expenses	$	196,017		$	1,356		$	197,373
Deferred revenue	30,204			(103		)	30,101
Retained earnings	434,871			14,817			449,688

_____________________

(1) The current period adjustment to marketing and selling expense is the impact from National Pen's direct mail costs which resulted in $17,712 of expense that would have been capitalized within prepaid expense and other current assets as of September 30, 2018 under the previous revenue standard, partially offset by the cumulative effect adjustment recognized within retained earnings of $3,738.

The material impact of our adoption of ASC 606 is related to the timing for recognizing direct-response advertising costs, which were costs previously capitalized and expensed based on the guidance outlined in ASC 340 - "Other Assets and Deferred Assets". The guidance included in ASC 340 is eliminated by ASC 606, and under the new revenue standard these costs are expensed as incurred because they do not meet the requirements for capitalization since they are not direct and incremental to obtaining a contract. Historically the direct mail costs were capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. This creates volatility in our quarterly profitability but should not have a significant impact on an annual basis and has no impact on cash flow. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of capitalized costs of $3,738, resulting in a decrease to prepaid expenses and other current assets and a decrease to retained earnings, as well as the related tax impact of $595, resulting in an increase to deferred tax assets and an increase to retained earnings.

We also identified an impact related to customer loyalty programs that are offered by several of our businesses. Under the new revenue standard, the rewards associated with these programs are recognized as an additional performance obligation, resulting in an allocation of the transaction price and deferral of revenue until the subsequent reward redemption. By applying the modified retrospective approach for implementing the standard, we adjusted the cumulative impact of $103, resulting in an increase to deferred revenue and a decrease to retained earnings. All other impacts during the current quarter were not considered material.

Revenue recognition policy

We generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. Shipping revenues are recognized when control of the related products are transferred to the customer.

We recognize revenue upon shipment of the fulfilled orders, which generally occurs upon delivery to the shipping carrier, but for certain revenues occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price and revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers.

We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occur shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to September 30, 2018.

We periodically provide marketing materials and promotional offers to new customers, as well as existing customers intended to improve customer retention. These incentive offers are generally available to all customers, and therefore these do not represent a performance obligation since customers are not required to enter into a contractual commitment to receive these offers. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense.

We have elected to apply the practical expedient under ASC 340-40-25-4, to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time.

Additional revenue disaggregation disclosure requirements resulting from the adoption of ASU 2014-09 are included in Note 13.

Share-based compensation

Total share-based compensation costs were $8,916 and $6,912 for the three months ended September 30, 2018 and 2017, respectively. During the three months ended September 30, 2018, we recognized $1,894 of share-based compensation expense related to supplemental performance share units. As of September 30, 2018, we continue to deem the performance condition probable of being achieved and we have recognized $15,397 of expense cumulatively to date. If the performance condition is determined to not be probable in a future period, we will reverse the cumulative expense in that period. No expense was recognized for supplemental performance share units during the three months ended September 30, 2017.

Foreign Currency Translation

Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations.

Other income (expense), net

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



	Three Months Ended September 30,
	2018		2017
Gains (losses) on derivatives not designated as hedging instruments (1)	$	7,373	$	(8,250	)
Currency-related gains (losses), net (2)	2,097		(8,202		)
Other gains	782		140
Total other income (expense), net	$	10,252	$	(16,312	)

_____________________

(1) Primarily relates to both realized and unrealized gains (losses) on derivative currency forward and option contracts not designated as hedging instruments.

(2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related gains (losses), net for the three months ended September 30, 2018 and 2017 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. Unrealized losses related to cross-currency swaps were $837 and $4,110 for the three months ended September 30, 2018 and 2017, respectively.

Net (Loss) Income Per Share Attributable to Cimpress N.V.

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

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



	Three Months Ended September 30,
	2018	2017
Weighted average shares outstanding, basic	30,883,617	31,220,311
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/RSAs (1)	—	1,111,851
Shares used in computing diluted net (loss) income per share attributable to Cimpress N.V.	30,883,617	32,332,162
Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress N.V.	1,122,905	9,163

______

(1) In the periods we report a net loss, the impact of share options, RSUs, and RSAs is not included as they are anti-dilutive.

Build-to-Suit Lease Arrangements

For accounting purposes, we were deemed to be the owner of two projects during their respective construction periods: the Waltham, Massachusetts office building lease and a lease executed during the first quarter of fiscal 2019 for a production facility in Dallas, Texas. For both build-to-suit leases, property, plant and equipment, net, included $113,722 and $111,926 as of September 30, 2018 and June 30, 2018, respectively, related to the buildings. The financing lease obligation and deferred rent credit related to the building on our consolidated balance sheets was $117,148 and $115,312 as of September 30, 2018 and June 30, 2018, respectively. All additions during the current period were capitalized construction costs related to the Dallas facility.

Treasury Shares

Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. During the three months ended September 30, 2017, we repurchased 452,820 of our ordinary shares for a total cost of $40,674 inclusive of transaction costs, in connection with our publicly announced share repurchase programs. We did not repurchase any shares during the current period.

Recently Issued or Adopted Accounting Pronouncements

New Accounting Standards Adopted

In May 2017, the FASB issued Accounting Standards Update No. 2017-09, "Compensation - Stock Compensation (Topic 718)," (ASU 2017-09), which clarifies the application of Topic 718 when accounting for changes in the terms and conditions of a share-based payment award. Under the new standard, changes to the terms or conditions of a share-based payment award are to be accounted for under modification accounting unless there is no change to the fair value, vesting conditions and classification of the award after modification. We adopted the amendment on its effective date of July 1, 2018. The amendment is applied prospectively, and the new standard did not have a material impact on our consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230) Restricted Cash" (ASU 2016-18), which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard on July 1, 2018. The new standard did not have a material effect on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-04, "Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products" (ASU 2016-04), which requires an entity to recognize breakage for a liability resulting from the sale of a prepaid stored-value product in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The new standard is effective for us on July 1, 2018. The standard should be applied either retrospectively to each period presented or by means of a cumulative adjustment to retained earnings as of the beginning of the fiscal year adopted. We adopted the new standard on July 1, 2018. The new standard did not have a material effect on our consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance replaced most existing revenue recognition guidance in U.S. GAAP. The new standard is effective for us of July 1, 2018. The standard permits the use of either the retrospective or modified retrospective method. We adopted the new standard during the first quarter of fiscal 2019. Refer to the information above for additional details of the adoption.

Issued Accounting Standards to be Adopted

In August 2018, the FASB issued Accounting Standards Update No. 2018-15 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for us on July 1, 2020. We are currently evaluating the requirements of the standard and we have not yet determined the impact of adoption on our consolidated financial statements.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities. The amendment is effective for us on July 1, 2019 and permits early adoption, including adoption in an interim period. The standard requires a modified retrospective transition approach, in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. We do not expect this standard to have material impact on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases. The standard also retains a distinction between finance leases and operating leases. The new standard is effective for us on July 1, 2019 and we expect to adopt the new standard using the modified

retrospective approach. We also plan to use the transition relief package, in which we will not reassess the classification of our existing leases, whether any expired or existing contracts contain leases and if our existing leases have any initial direct costs. We are currently evaluating the requirements of the standard and while we expect the new standard to have a material impact on our consolidated balance sheet, we have not yet determined the full impact of adoption on our consolidated financial statements.

3. Fair Value Measurements

We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


•	Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


•	Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


•	Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:



	September 30, 2018
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	16,068		$	—	$	16,068		$	—
Currency forward contracts	13,650			—		13,650			—
Currency option contracts	2,230			—		2,230			—
Total assets recorded at fair value	$	31,948		$	—	$	31,948		$	—

Liabilities
Cross-currency swap contracts	$	(22,642	)	$	—	$	(22,642	)	$	—
Currency forward contracts	(11,501		)	—		(11,501		)	—
Currency option contracts	(29		)	—		(29		)	—
Total liabilities recorded at fair value	$	(34,172	)	$	—	$	(34,172	)	$	—



	June 30, 2018
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets
Interest rate swap contracts	$	13,370		$	—	$	13,370		$	—
Currency forward contracts	9,202			—		9,202			—
Currency option contracts	1,782			—		1,782			—
Total assets recorded at fair value	$	24,354		$	—	$	24,354		$	—

Liabilities
Cross-currency swap contracts	$	(25,348	)	$	—	$	(25,348	)	$	—
Currency forward contracts	(14,201		)	—		(14,201		)	—
Currency option contracts	(85		)	—		(85		)	—
Total liabilities recorded at fair value	$	(39,634	)	$	—	$	(39,634	)	$	—

During the quarter ended September 30, 2018 and year ended June 30, 2018, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications.

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

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of September 30, 2018, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

As of September 30, 2018 and June 30, 2018, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of September 30, 2018 and June 30, 2018 the carrying value of our debt, excluding debt issuance costs and debt discounts, was $876,168 and $839,429, respectively, and the fair value was $882,562 and $847,520, respectively. Our debt at September 30, 2018 includes variable rate debt instruments indexed to LIBOR that resets periodically and fixed rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

4. Derivative Financial Instruments

We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the effective portion of changes in the fair value of the derivative is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, then the ineffective portion of the change in fair value of the derivative is recognized directly in earnings. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings, as a component of other income (expense), net.

Hedges of Interest Rate Risk

We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings, as a component of interest expense, net. A portion of six of our interest rate swap contracts was deemed to be ineffective during the three months ended September 30, 2018 and during the three months ended September 30, 2017, a portion of two of our interest rate swap contracts was deemed to be ineffective.

Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense as interest payments are accrued or made on our variable-rate debt. As of September 30, 2018, we estimate that $1,526 of income will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending September 30, 2019. As of September 30, 2018, we had nine outstanding interest rate swap contracts indexed to USD LIBOR. These instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2025.



Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of September 30, 2018	$	140,000
Contracts with a future start date	275,000
Total	$	415,000

Hedges of Currency Risk

Cross-Currency Swap Contracts

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

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. Dollar. As of September 30, 2018, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $120,011, both maturing during June 2019. We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other income (expense), net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of September 30, 2018, we estimate that $2,706 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2019.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S. Dollar. As of September 30, 2018, we had two outstanding cross-currency swap contracts designated as net investment hedges with a total notional amount of $122,969, both maturing during April 2019. We entered into the two cross-currency swap contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

We did not hold any ineffective cross-currency swaps during the three months ended September 30, 2018 and 2017.

Other Currency Contracts

We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. Dollar.

As of September 30, 2018, we had six currency forward contracts designated as net investment hedges with a total notional amount of $175,262, maturing during various dates through October 2022. We entered into these contracts to hedge the risk of changes in the U.S. Dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three months ended September 30, 2018 and 2017, we have experienced volatility within other income (expense), net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

As of September 30, 2018, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. Dollar value of forecasted transactions denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona:



Notional Amount	Effective Date	Maturity Date	Number of Instruments	Index
$630,812	June 2017 through September 2018	Various dates through September 2020	528	Various

Financial Instrument Presentation

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2018 and June 30, 2018. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility.



	September 30, 2018
	Asset Derivatives								Liability Derivatives
Derivatives designated as hedging instruments	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet			Net amount		Balance Sheet line item	Gross amounts of recognized liabilities			Gross amount offset in Consolidated Balance Sheet		Net amount
Derivatives in cash flow hedging relationships
Interest rate swaps	Other current assets / other assets	$	16,068	$	—		$	16,068	Other current liabilities / other liabilities	$	—		$	—	$	—
Cross-currency swaps	Other current assets	—		—			—		Other current liabilities	(9,382		)	—		(9,382		)
Derivatives in net investment hedging relationships
Cross-currency swaps	Other current assets	—		—			—		Other current liabilities	(13,260		)	—		(13,260		)
Currency forward contracts	Other non-current assets	—		—			—		Other current liabilities / other liabilities	(11,501		)	—		(11,501		)
Total derivatives designated as hedging instruments		$	16,068	$	—		$	16,068		$	(34,143	)	$	—	$	(34,143	)

Derivatives not designated as hedging instruments
Currency forward contracts	Other current assets / other assets	$	15,236	$	(1,586	)	$	13,650	Other current liabilities / other liabilities	$	—		$	—	$	—
Currency option contracts	Other current assets / other assets	2,230		—			2,230		Other current liabilities / other liabilities	(29		)	—		(29		)
Total derivatives not designated as hedging instruments		$	17,466	$	(1,586	)	$	15,880		$	(29	)	$	—	$	(29	)



	June 30, 2018
	Asset Derivatives								Liability Derivatives
Derivatives designated as hedging instruments	Balance Sheet line item	Gross amounts of recognized assets		Gross amount offset in Consolidated Balance Sheet			Net amount		Balance Sheet line item	Gross amounts of recognized liabilities			Gross amount offset in Consolidated Balance Sheet		Net amount
Derivatives in cash flow hedging relationships
Interest rate swaps	Other non-current assets	$	13,374	$	(4	)	$	13,370	Other current liabilities / other liabilities	$	—		$	—	$	—
Cross-currency swaps	Other non-current assets	—		—			—		Other liabilities	(10,659		)	—		(10,659		)
Derivatives in net investment hedging relationships
Cross-currency swaps	Other non-current assets	—		—			—		Other liabilities	(14,689		)	—		(14,689		)
Currency forward contracts	Other non-current assets	—		—			—		Other liabilities	(13,387		)	—		(13,387		)
Total derivatives designated as hedging instruments		$	13,374	$	(4	)	$	13,370		$	(38,735	)	$	—	$	(38,735	)

Derivatives not designated as hedging instruments
Currency forward contracts	Other current assets / other assets	$	10,433	$	(1,231	)	$	9,202	Other current liabilities / other liabilities	$	(1,080	)	$	266	$	(814	)
Currency option contracts	Other current assets / other assets	1,782		—			1,782		Other current liabilities / other liabilities	(85		)	—		(85		)
Total derivatives not designated as hedging instruments		$	12,215	$	(1,231	)	$	10,984		$	(1,165	)	$	266	$	(899	)

The following table presents the effect of the effective portion of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the three months ended September 30, 2018 and 2017:



Derivatives in Hedging Relationships	Amount of Gain (Loss) Recognized in Comprehensive Income (Loss) on Derivatives (Effective Portion)
	Three Months Ended September 30,
	2018			2017
Derivatives in cash flow hedging relationships
Interest rate swaps	$	872		$	63
Cross-currency swaps	(262		)	3,508
Derivatives in net investment hedging relationships
Cross-currency swaps	1,790			(5,124		)
Currency forward contracts	1,886			(6,394		)
	$	4,286		$	(7,947	)

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2018 and 2017:



Details about Accumulated Other Comprehensive Loss Components	Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income						Affected line item in the Statement of Operations
	Three Months Ended September 30,
	2018			2017
Derivatives in cash flow hedging relationships
Interest rate swaps	$	(169	)	$	58		Interest expense, net
Cross-currency swaps	1,240			(3,747		)	Other income (expense), net
Total before income tax	1,071			(3,689		)	Income (loss) before income taxes
Income tax	(268		)	925			Income tax expense (benefit)
Total	$	803		$	(2,764	)

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for derivative instruments for which we did not elect hedge accounting, as well as the effect of the ineffective portion and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period:



	Amount of Gain (Loss) Recognized in Net (Loss) Income					Location of Gain (Loss) Recognized in Income (Ineffective Portion)
	Three Months Ended September 30,
	2018		2017
Currency contracts	$	7,373	$	(8,281	)	Other income (expense), net
Interest rate swaps	204		31			Other income (expense), net
	$	7,577	$	(8,250	)

5. Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $1,254 for the three months ended September 30, 2018:



	Gains (losses) on cash flow hedges (1)		Translation adjustments, net of hedges (2)			Total
Balance as of June 30, 2018	$	8,195	$	(78,009	)	$	(69,814	)
Other comprehensive income (loss) before reclassifications	610		(2,185		)	(1,575		)
Amounts reclassified from accumulated other comprehensive loss to net (loss) income	803		—			803
Net current period other comprehensive income (loss)	1,413		(2,185		)	(772		)
Balance as of September 30, 2018	$	9,608	$	(80,194	)	$	(70,586	)

________________________

(1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships.

(2) As of September 30, 2018 and June 30, 2018, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses of $18,339 and $22,014, respectively, net of tax, have been included in accumulated other comprehensive loss.

6. Goodwill and Acquired Intangible Assets

Goodwill

The carrying amount of goodwill by reportable segment as of September 30, 2018 and June 30, 2018 is as follows:



	Vistaprint		Upload and Print			National Pen		All Other Businesses		Total
Balance as of June 30, 2018	$	146,207	$	328,771		$	34,434	$	11,431	$	520,843
Acquisitions (1)	—		2,024			—		26,198		28,222
Effect of currency translation adjustments (2)	187		(2,143		)	—		—		(1,956		)
Balance as of September 30, 2018	$	146,394	$	328,652		$	34,434	$	37,629	$	547,109

_________________

(1) Refer to Note 7 for additional details related to our investment in VIDA Group, Co. We also recognized goodwill related to an immaterial acquisition of a supplier by one of our businesses within our Upload and Print reportable segment.

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

Acquired Intangible Assets

Acquired intangible assets amortization expense for the three months ended September 30, 2018 and 2017 was $11,301 and $12,633, respectively.

7. Business Combinations

Acquisition of VIDA Group Co.

On July 2, 2018, we acquired approximately 73% of the shares of VIDA Group Co. ("VIDA"), a rapidly growing U.S.-based startup, with options to increase our ownership beginning in fiscal 2023. For the noncontrolling interest, we entered into put and call options with each employee who holds shares, which become exercisable starting in fiscal 2023, or earlier if the employee terminates their employment. The total consideration was $19,846, net of cash acquired. VIDA brings manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas in beautiful, original products for customers, ranging from fashion, jewelry and accessories to home accent pieces. This investment supports our strategy to build a competitively differentiated portfolio of focused brands by providing access to the textiles marketplace.

We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill. The aggregate allocation to goodwill, net liabilities and noncontrolling interest was $26,198, $647, and $5,705, respectively.

The revenue and earnings included in our consolidated financial statements for the three months ended September 30, 2018 are not material. We utilized proceeds from our credit facility to finance the acquisition.

8. Other Balance Sheet Components

Accrued expenses included the following:



	September 30, 2018		June 30, 2018
Compensation costs	$	50,901	$	57,024
Income and indirect taxes	34,252		33,557
Advertising costs	25,452		28,140
Production costs	12,091		8,903
Shipping costs	8,267		5,241
Sales returns	5,336		5,076
Purchases of property, plant and equipment	3,375		4,489
Professional fees	3,254		3,802
Interest payable	8,812		1,653
Other	44,277		38,776
Total accrued expenses	$	196,017	$	186,661

Other current liabilities included the following:



	September 30, 2018		June 30, 2018
Short-term derivative liabilities	$	26,878	$	31,054
Current portion of lease financing obligation	12,569		12,569
Current portion of capital lease obligations	10,515		10,747
Other	3,092		601
Total other current liabilities	$	53,054	$	54,971

Other liabilities included the following:



	September 30, 2018		June 30, 2018
Long-term capital lease obligations	$	17,095	$	16,883
Long-term derivative liabilities	8,880		10,080
Mandatorily redeemable noncontrolling interest (1)	4,366		4,366
Other (2)	41,571		38,195
Total other liabilities	$	71,912	$	69,524

_______________________

(1) Relates to the mandatorily redeemable noncontrolling interest of Printi LLC. Refer to Note 12 for additional details.

(2) As of September 30, 2018 and June 30, 2018, other liabilities includes $15,464, related to share-based compensation awards associated with our investment in Printi LLC. Refer to Note 12 for additional details.

9. Debt



	September 30, 2018			June 30, 2018
Senior secured credit facility	$	470,434		$	432,414
7.0% Senior unsecured notes due 2026	400,000			400,000
Other	5,734			7,015
Debt issuance costs and debt discounts	(12,526		)	(12,585		)
Total debt outstanding, net	863,642			826,844
Less: short-term debt (1)	39,806			59,259
Long-term debt	$	823,836		$	767,585

_____________________

(1) Balances as of September 30, 2018 and June 30, 2018 are inclusive of short-term debt issuance costs and debt discounts of $2,071 and $2,012, respectively.

Our Debt

Our various debt arrangements described below contain customary representations, warranties and events of default. As of September 30, 2018, we were in compliance with all financial and other covenants related to our debt.

Indenture and Senior Unsecured Notes

On June 15, 2018, we completed a private placement of $400,000 in aggregate principal amount of 7.0% senior unsecured notes due 2026 (the “2026 Notes”). We issued the 2026 Notes pursuant to a senior notes indenture dated as of June 15, 2018, among Cimpress N.V., our subsidiary guarantors, and MUFG Union Bank, N.A., as trustee (the "Indenture"). We used the net proceeds from the 2026 Notes during fiscal 2018 to redeem all of the outstanding 7.0% senior unsecured notes due 2022, repay a portion of the indebtedness outstanding under our revolving credit facility and pay all related fees and expenses.

The 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2018, to the holders of record of the 2026 Notes at the close of business on June 1 and December 1, respectively, preceding such interest payment date.

The 2026 Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt. The Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt. Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities will guarantee the 2026 Notes.

The indenture under which the 2026 Notes are issued contains various covenants, including covenants that, subject to certain exceptions, limit our and our restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase shares or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate or transfer or dispose of substantially all of our consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates.

We have the right to redeem, at any time prior to June 15, 2021, some or all of the 2026 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest to, but not including, the redemption date. In addition, we have the right to redeem, at any time prior to June 15, 2021, up to 40% of the aggregate outstanding principal amount of the 2026 Notes at a redemption price equal to 107% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after June 15, 2021, we may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest to, but not including, the redemption date.

Senior Secured Credit Facility

As of September 30, 2018, we have a committed credit facility of $1,118,797 as follows:


•	Revolving loans of $839,422 with a maturity date of June 14, 2023


•	Term loans of $279,375 amortizing over the loan period, with a final maturity date of June 14, 2023

Under the terms of our credit agreement, borrowings bear interest at a variable rate of interest based on LIBOR plus 1.375% to 2.0%. Interest rates depend on our leverage ratio, which is the ratio of our consolidated total indebtedness to our consolidated EBITDA, as defined by the credit agreement. As of September 30, 2018, the weighted-average interest rate on outstanding borrowings was 3.93%, inclusive of interest rate swap rates. We are also required to pay a commitment fee on unused balances of 0.225% to 0.35% depending on our leverage ratio. We have pledged the assets and/or share capital of several of our subsidiaries as collateral for our outstanding debt as of September 30, 2018.

Other debt

Other debt consists primarily of term loans acquired through our various acquisitions. As of September 30, 2018 and June 30, 2018 we had $5,734 and $7,015, respectively, outstanding for those obligations that are payable through September 2024.

10. Income Taxes

Our income tax expense was $5,481 for the three months ended September 30, 2018, as compared to a benefit of $6,187 for the same prior year period. The increase in tax expense from the prior year period is primarily due to a decrease in deferred tax assets of $5,574 recognized as a discrete adjustment in the three months ended September 30, 2018 as described below. Excluding the effect of this discrete tax adjustment, our estimated annual effective tax rate is lower for fiscal 2019 as compared to fiscal 2018 primarily due to an expectation of a more favorable geographical mix of consolidated earnings. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a full tax benefit in the current period.

On August 21, 2018, the United States Internal Revenue Service ("IRS") issued Notice 2018-68 providing guidance regarding amendments to Section 162(m) of the Internal Revenue Code contained in the Tax Cuts and Jobs Act ("U.S. Tax Act"), which imposed limits on tax deductions for compensation granted to certain executives. The new guidance under Notice 2018-68 effectively narrowed the definition of compensation plans that could be accepted under the “grandfather” provisions of the new Section 162(m) rules. As a result of the new guidance, we recorded a tax charge of $5,574 during the three months ended September 30, 2018 related to the write-off of deferred tax assets associated with certain share-based compensation awards that are now deemed non-deductible. However, based upon our interpretation of the U.S. Tax Act, we continue to expect U.S. tax reform to be favorable to our cash taxes in the near term. Our tax balances were adjusted during the three months ended September 30, 2018 based upon our interpretation of the U.S. Tax Act, although the final impact on our tax balances may change due to the issuance of additional guidance, changes in our interpretation of the U.S. Tax Act, changes in our assumptions, and actions we may take as a result of the U.S. Tax Act. We will continue to review and assess the potential impact of any new information on our financial statement positions.

As of September 30, 2018, we had a liability for unrecognized tax benefits included in the balance sheet of $5,390, including accrued interest and penalties of $494. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, the entire liability for unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $700 to $900 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties.

We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2015 through 2018 remain open for examination by the IRS and the years 2013 through 2018 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final

determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

11. Noncontrolling Interests

In certain of our strategic investments we own a controlling equity stake, but a third party owns a minority portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity.

Redeemable noncontrolling interests

On July 2, 2018, we acquired approximately 73% of the shares of VIDA Group Co. The remaining 27% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future not solely within our control. The redeemable noncontrolling interest was recorded at its fair value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount exceeds its fair value. The shares we hold include certain liquidation preferences to all other share classes, and therefore the noncontrolling interest will bear any losses until the recoverable value of our investment declines below the stated redemption value. As of September 30, 2018, the redemption value is less than the carrying value and therefore no adjustment has been made. Refer to Note 7 for additional details.

On August 23, 2017, we sold approximately 12% of the outstanding shares of our WIRmachenDRUCK subsidiary for a total of €30,000 ($35,390 based on the exchange rate on the date we received the proceeds). The minority equity interest is considered a redeemable noncontrolling interest, as it is redeemable based on future financial results through put and call rights and not solely within our control. The noncontrolling interest was recorded at its fair value as of the sale date and will be adjusted to its redemption value on a periodic basis, with an offset to retained earnings, if that amount exceeds its carrying value. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value will be offset to the net loss (income) attributable to noncontrolling interest in our consolidated statement of operations. As of September 30, 2018, the redemption value was less than the carrying value, and therefore no adjustment was required.

On April 15, 2015, we acquired 70% of the outstanding shares of Exagroup SAS. The remaining 30% is considered a redeemable noncontrolling equity interest, as it is redeemable in the future and not solely within our control. The first redemption date in which a put option can be exercised is April 15, 2019. The Exagroup noncontrolling interest, redeemable at a fixed amount of €39,000, was recorded at its fair value as of the acquisition date and will be adjusted to its redemption value on a periodic basis, if that amount exceeds its carrying value. As of September 30, 2018, the redemption value was less than the carrying value, and therefore no adjustment was required.

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



	Redeemable noncontrolling interests			Noncontrolling interest
Balance as of June 30, 2018	$	86,151		$	285
Acquisition of noncontrolling interest (1)	5,705			—
Reclassification to redeemable noncontrolling interest (2)	308			(308		)
Net loss attributable to noncontrolling interest	(349		)	(6		)
Foreign currency translation	(389		)	29
Balance as of September 30, 2018	$	91,426		$	—

___________________

(1) Includes the noncontrolling interest related to our VIDA acquisition. Refer to Note 7 for additional details.

(2) During the first quarter of fiscal 2019, we amended our agreement with one noncontrolling interest holder and agreed to put and call options related to their existing noncontrolling interest. As such, we reclassified the noncontrolling interest to redeemable noncontrolling interest since the exercise is not solely within our control.

12. Variable Interest Entity ("VIE")

Investment in Printi LLC.

On August 7, 2014, we made a capital investment in Printi LLC, which operates in Brazil. This investment provided us access to a new market and the opportunity to drive longer-term growth in Brazil and other geographies as Printi expands internationally in the future. The shareholders of Printi share profits and voting control on a pro-rata basis. While we do not manage the day-to-day operations of Printi, we do have the unilateral ability to exercise participating voting rights for specific transactions, and as such no one shareholder is considered to be the primary beneficiary. Based upon the level of equity investment at risk, Printi is considered a variable interest entity. Due to certain unilateral participating voting rights for certain transactions and the presence of a de facto agency relationship, we concluded that we were most exposed to the variability of the economics and therefore considered the primary beneficiary.

As of September 30, 2018, we have a 53.69% equity interest in Printi. In addition, we will acquire the remaining equity interest in Printi through a reciprocal put and call structure, exercisable from March 31, 2021 through a mandatory redemption date of July 31, 2023. As the remaining equity interests are mandatorily redeemable by all parties no later than a specified future date, the noncontrolling interest is within the scope of ASC 480 - "Distinguishing Liabilities from Equity" and is required to be presented as a liability on our consolidated balance sheet. As of September 30, 2018 and June 30, 2018, we recognized a liability of $4,366 at fair value, using an option pricing model. During the three months ended September 30, 2018 and 2017, we did not recognize any adjustments within interest expense, net. We will continue to adjust the liability to its estimated redemption value each reporting period and recognize any changes within interest expense, net in our consolidated statement of operations.

We also have liability-based awards for Printi restricted stock held by Printi employees that are fully vested and marked to fair value each reporting period until cash settlement. As of September 30, 2018, through the use of an option pricing model, we estimated the current fair value of the restricted stock to be $15,464 and we have recognized $39 in general and administrative expense for the three months ended September 30, 2017 and we recognized no expense during the current period.

We also have an arrangement to lend two Printi equity holders up to $24,000 that is payable on the date the put or call option is exercised, which will occur no later than July 31, 2023. As of September 30, 2018 and June 30, 2018, the long-term loan receivable, including accrued interest, is $22,701 and $22,234, respectively, and classified within other assets in our consolidated balance sheets. The loans carry 8.5% annual interest, and are not contingent upon continued employment. We expect that the loan proceeds will be used to offset our purchase of the remaining noncontrolling interest in the future.

13. Segment Information

Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of September 30, 2018, we have numerous operating segments under our management reporting structure which are reported in the following four reportable segments:


•	Vistaprint - Includes the operations of our Vistaprint websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs-branded business, which is managed with the Vistaprint-branded digital business in the previously listed geographies.


•	Upload and Print - Includes the results of our druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and WIRmachenDRUCK businesses.


•	National Pen - Includes the global operations of our National Pen businesses, which manufacture and market custom writing instruments and promotional products, apparel and gifts.

•

All Other Businesses - Includes the operations of our Printi, Vistaprint India, Vistaprint Japan, and Vistaprint Corporate Solutions businesses, as well as our operations in China, VIDA since its acquisition date of July 2, 2018, and Albumprinter through its divestiture on August 31, 2017. Printi is an online print business that operates primarily in the Brazil market, but is also expanding into the U.S. market. In Japan and India, we

primarily operate under close derivatives of the Vistaprint business model and technology, albeit with decentralized, locally managed cross-functional operations in each country, and with product, content and service offerings which we tailor to the Japanese and Indian markets. VIDA provides manufacturing access and an e-commerce marketplace to artists, thereby enabling artists to convert ideas in beautiful, original products for customers, ranging from fashion, jewelry and accessories to home accent pieces. Our Vistaprint Corporate Solutions business serves medium-sized businesses and larger corporations, as well as our legacy business with retail partners and franchise businesses, primarily through the "Vistaprint Corporate" brand.

Central and corporate consists primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Supervisory Board, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs.

For awards granted under our 2016 Performance Equity Plan, the PSU expense value is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within Central and corporate costs. All expense associated with our supplemental performance share units is recognized within Central and corporate costs.

Segment profit (loss) is the primary profitability metric by which our CODM measures segment financial performance and allocates resources. Certain items are excluded from segment profit (loss), such as acquisition-related amortization and depreciation, expense recognized for contingent earn-out related charges, including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. A portion of the interest expense associated with our Waltham, Massachusetts lease is included as expense in segment profit (loss) and allocated based on headcount to the appropriate business or corporate and global function. The interest expense represents a portion of the cash rent payment and is considered an operating expense for purposes of measuring our segment performance. We do not allocate non-operating income to our segment results.

Our All Other Businesses reportable segment includes businesses that have operating losses as they are in the early stage of investment relative to the scale of the underlying businesses, which may limit its comparability to other segments regarding profit (loss).

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

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



	Three Months Ended September 30,
	2018			2017
Revenue:
Vistaprint (1)	$	336,929		$	319,043
Upload and Print (2)	172,165			160,390
National Pen (3)	65,971			59,717
All Other Businesses (4)	18,888			28,054
Total segment revenue	593,953			567,204
Inter-segment eliminations	(4,972		)	(3,920		)
Total consolidated revenue	$	588,981		$	563,284

_____________________

(1) Vistaprint segment revenues include inter-segment revenue of $2,716 and $2,203 for the three months ended September 30, 2018 and 2017.

(2) Upload and Print segment revenues include inter-segment revenue of $191 and $328 for the three months ended September 30, 2018 and 2017.

(3) National Pen segment revenues include inter-segment revenue of $750 and $446 for the three months ended September 30, 2018 and 2017.

(4) All Other Businesses segment revenues include inter-segment revenue of $1,315 and $943 for the three months ended September 30, 2018 and 2017. The All Other Businesses segment includes the revenue of the Albumprinter business during the three months ended September 30, 2017 until the sale completion date of August 31, 2017.



	Three Months Ended September 30, 2018
	Vistaprint			Upload and Print			National Pen			All Other			Total
North America	$	241,085		$	—		$	38,558		$	6,764		$	286,407
Europe	75,999			171,974			21,036			671			269,680
Other	17,129			—			5,627			10,138			32,894
Inter-segment	2,716			191			750			1,315			4,972
Total segment revenue	336,929			172,165			65,971			18,888			593,953
Less: inter-segment elimination	(2,716		)	(191		)	(750		)	(1,315		)	(4,972		)
Total external revenue	$	334,213		$	171,974		$	65,221		$	17,573		$	588,981



	Three Months Ended September 30, 2017
	Vistaprint			Upload and Print			National Pen			All Other			Total
North America	$	222,812		$	1,016		$	35,001		$	4,199		$	263,028
Europe	76,195			159,046			19,459			13,157			267,857
Other	17,833			—			4,811			9,755			32,399
Inter-segment	2,203			328			446			943			3,920
Total segment revenue	319,043			160,390			59,717			28,054			567,204
Less: inter-segment elimination	(2,203		)	(328		)	(446		)	(943		)	(3,920		)
Total external revenue	$	316,840		$	160,062		$	59,271		$	27,111		$	563,284

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



	Three Months Ended September 30,
	2018			2017
Segment profit (loss):
Vistaprint	$	47,264		$	30,895
Upload and Print	16,179			14,768
National Pen (1)	(18,036		)	1,185
All Other Businesses	(9,571		)	(7,551		)
Total segment profit	35,836			39,297
Central and corporate costs	(32,133		)	(28,257		)
Acquisition-related amortization and depreciation	(11,370		)	(12,687		)
Earn-out related charges (2)	—			(1,137		)
Share-based compensation related to investment consideration	—			(40		)
Restructuring-related charges	(170		)	(854		)
Interest expense for Waltham, MA lease	1,849			1,911
Gain on the purchase or sale of subsidiaries (3)	—			48,380
Total (loss) income from operations	(5,988		)	46,613
Other income (expense), net	10,252			(16,312		)
Interest expense, net	(13,777		)	(13,082		)
(Loss) income before income taxes	$	(9,513	)	$	17,219

___________________

(1) During the first quarter of fiscal 2019, we adopted ASC 606, Revenue from Contracts with Customers, which is the new revenue standard described in Note 2. We applied the new standard under the modified retrospective method, in which we did not apply the new standard to the prior comparable period. The adoption of the new standard resulted in the earlier recognition of direct mail advertising costs within our National Pen business, which had a negative impact on segment profit of $13,974 as compared to the prior comparative period. Direct mail advertising costs were previously capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers.

(2) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment.

(3) Includes the impact of the gain on the sale of Albumprinter that was recognized in general and administrative expense in our consolidated statement of operations during the three months ended September 30, 2017.



	Three Months Ended September 30,
	2018		2017
Depreciation and amortization:
Vistaprint	$	15,734	$	16,774
Upload and Print	14,144		14,720
National Pen	5,124		5,095
All Other Businesses	2,170		2,287
Central and corporate costs	3,546		3,508
Total depreciation and amortization	$	40,718	$	42,384



	Three Months Ended September 30,
	2018		2017
Purchases of property, plant and equipment:
Vistaprint	$	11,910	$	13,664
Upload and Print	3,725		3,257
National Pen	4,727		2,490
All Other Businesses	431		671
Central and corporate costs	233		375
Total purchases of property, plant and equipment	$	21,026	$	20,457



	Three Months Ended September 30,
	2018		2017
Capitalization of software and website development costs:
Vistaprint	$	6,782	$	5,573
Upload and Print	782		774
National Pen	900		—
All Other Businesses	566		968
Central and corporate costs	2,203		1,619
Total capitalization of software and website development costs	$	11,233	$	8,934

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



	September 30, 2018		June 30, 2018
Long-lived assets (1):
Netherlands	$	109,180	$	109,556
Canada	79,298		81,334
Switzerland	55,849		52,523
United States	53,931		45,709
Italy	43,147		42,514
Australia	22,115		22,418
Jamaica	22,415		21,720
France	23,131		20,131
Japan	18,137		19,117
Other	65,829		67,842
Total	$	493,032	$	482,864

___________________

(1) Excludes goodwill of $547,109 and $520,843, intangible assets, net of $218,257 and $230,201, build-to-suit lease assets of $113,722 and $111,926, and deferred tax assets of $68,364 and $67,087 as of September 30, 2018 and June 30, 2018, respectively.

14. Commitments and Contingencies

Lease Commitments

We have commitments under operating leases for our facilities that expire on various dates through 2026. Total lease expense, net of sublease income, for the three months ended September 30, 2018 and 2017 was $4,468 and $4,244, respectively.

We lease certain machinery and plant equipment, as well as buildings, under both capital and operating lease agreements that expire at various dates through 2027. The aggregate carrying value of the leased buildings and equipment under capital leases included in property, plant and equipment, net in our consolidated balance sheet at September 30, 2018, is $31,850, net of accumulated depreciation of $36,090; the present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at September 30, 2018 amounts to $27,610.

Purchase Obligations

At September 30, 2018, we had unrecorded commitments under contract of $93,413, including inventory and third-party fulfillment purchase commitments of $32,543 and third-party web services of $17,594. In addition, we had purchase commitments for production and computer equipment purchases of approximately $7,848, commitments for advertising campaigns of $5,576, professional and consulting fees of $3,678, and other unrecorded purchase commitments of $26,174.

Other Obligations

We deferred payments related to our other acquisitions of $5,832 in aggregate. In addition, we have an outstanding installment obligation of $1,577 related to the fiscal 2012 intra-entity transfer of the intellectual property of our subsidiary Webs, Inc., which results in tax being paid over a 7.5 year term and has been classified as a deferred tax liability in our consolidated balance sheet as of September 30, 2018.

Legal Proceedings

We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. In all cases, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred.

15. Restructuring Charges

Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, and other related costs including third-party professional and outplacement services. During the three months ended September 30, 2018, we recognized restructuring charges of $170 related to changes in estimates from our 2018 restructuring actions and during the three months ended September 30, 2017 we recognized restructuring charges of $854 related to an initiative within our All Other Businesses reportable segment. We do not expect any material charges to be incurred in future periods related to each of these initiatives.

The following table summarizes the restructuring activity during the three months ended September 30, 2018 :



	Severance and Related Benefits			Other Restructuring Costs			Total
Accrued restructuring liability as of June 30, 2018	$	1,385		$	2		$	1,387
Restructuring charges	170			—			170
Cash payments (1)	(1,229		)	(2		)	(1,231		)
Accrued restructuring liability as of September 30, 2018	$	326		$	—		$	326

___________________

(1) Restructuring payments relate to the various restructuring initiatives that occurred during fiscal 2018.

16. Subsequent Events

On October 1, 2018, we completed the acquisition of Build A Sign LLC, a Delaware limited liability company ("BuildASign"). We acquired approximately 99% of the outstanding equity interests of BuildASign for a purchase price of $274,189 in cash, subject to post-closing adjustment based on acquired cash, debt, and working capital as of the closing date, as well as transaction expenses. Build A Sign Management Pool, LLC (the "Management Pool"), one of the sellers, retained approximately 1% of the outstanding equity interests of BuildASign for the benefit of certain BuildASign employees who hold equity interests in the Management Pool, and Cimpress and the holders of the Management Pool interests entered into a put and call option agreement with respect to the retained BuildASign equity interests.

The acquisition supports our strategy of investing in and building customer-focused, entrepreneurial, mass customization businesses for the long term. BuildASign brings to Cimpress its strong talent, a customer-centric culture, low-cost production operations and strong e-commerce capabilities that work seamlessly together to serve customers with market-leading prices, fast delivery and great customer service. We believe BuildASign can leverage Cimpress' shared strategic capabilities to continue to grow and reinforce their market position in the categories they serve.

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

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about anticipated revenue growth rates and profitability of certain of our businesses, planned investments in our business and the expected effects of those investments, seasonality of certain of our businesses, the impacts of changes in accounting standards, the impact of the U.S. Tax Cuts and Jobs Act, the sufficiency of our tax reserves, sufficiency of our cash, legal proceedings, expected operating losses at newer businesses, expected allocations of capital, the anticipated competitive position of certain of our businesses, and the impact of exchange rate and currency volatility. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain important factors, including those set forth in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Report. You should carefully review those factors and also carefully review the risks outlined in other documents that we file from time to time with the United States Securities and Exchange Commission.

Executive Overview

Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally.

As of September 30, 2018, we have numerous operating segments under our management reporting structure that are reported in the following four reportable segments: Vistaprint, Upload and Print, National Pen, and All Other Businesses. Vistaprint represents our Vistaprint websites focused on the North America, Europe, Australia and New Zealand markets, and our Webs business, which is managed with the Vistaprint digital business. Upload and Print includes the druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint, and WIRmachenDRUCK businesses. National Pen includes the global operations of our National Pen business. All Other Businesses segment includes the operations of our Printi, Vistaprint India, Vistaprint Japan, and Vistaprint Corporate Solutions businesses, as well as our operations in China, VIDA since its acquisition date of July 2, 2018, and the Albumprinter business through its divestiture on August 31, 2017.

We present inter-segment fulfillment activity as revenue for the fulfilling business for purposes of measuring and reporting our segment financial performance. This change in presentation was driven by our recent transition to a decentralized organizational structure, and this presentation aligns with our internal reporting and the way in which our business' performance is evaluated.

Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our free cash flow prior to cash interest costs; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, constant-currency revenue growth, operating income, adjusted net operating profit, cash flow from operations and free cash flow. A summary of these key financial metrics for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 follows:


•	Revenue increased by 5% to $589.0 million.


•	Consolidated constant-currency revenue (a non-GAAP financial measure) increased by 6% and, excluding acquisitions and divestitures completed in the last four quarters, increased by 8%.


•	Operating income decreased by $52.6 million to an operating loss of $6.0 million.


•	Adjusted net operating profit (a non-GAAP financial measure which we refer to as adjusted NOP) decreased by $5.1 million to $5.3 million.


•	Cash provided by operating activities increased by $5.8 million to $22.2 million.


•	Free cash flow (a non-GAAP financial measure) increased by $3.0 million to $(10.1) million.

For the first quarter of fiscal 2019, the increase in reported revenue is primarily due to continued growth in our Vistaprint, Upload and Print and National Pen businesses. This increase was partially offset by the loss of Albumprinter revenue as we divested this business during the first quarter of fiscal 2018. Each of our other businesses included within the All Other Businesses reportable segment continue to grow strongly off small bases. Currency exchange rate fluctuations negatively impacted revenue during the quarter.

Operating income decreased by $52.6 million to an operating loss of $6.0 million due primarily to the prior year gain on the sale of Albumprinter of $47.5 million, which did not recur during the current period, as well as negative impacts resulting from our adoption of the new revenue standard, which resulted in $14.0 million of additional net expense, related to the earlier recognition of costs for direct mail advertising in our National Pen business. Historically direct mailing costs were capitalized and amortized over the customer response period (typically 3-4 months) and now costs are recognized when the direct mail is sent to the customers. This creates volatility in our quarterly profitability but should not have a significant impact on an annual basis and does not impact cash flows. As we adopted the new standard prospectively, the prior comparative period has not been adjusted to reflect these changes. Refer to Note 2 of the accompanying consolidated financial statements for additional details. These decreases were partially offset by incremental profits within our Vistaprint and Upload and Print businesses, due to the revenue growth described above, as well as cost efficiencies. In addition, our Vistaprint business recognized cost savings from the restructuring actions announced in November 2017.

Adjusted NOP decreased year over year primarily due to the same reasons as operating income mentioned above, although adjusted NOP excludes the impact of the gain from the purchase or sale of subsidiaries, restructuring charges and acquisition-related charges, and includes realized gains or losses on our currency hedges. The net year-over-year impact of currency on adjusted NOP was positive for the three months ended September 30, 2018.

Consolidated Results of Operations

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.

Total revenue and revenue growth by reportable segment for the three months ended September 30, 2018 and 2017 are shown in the following tables:



In thousands	Three Months Ended September 30,							Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
	2018			2017			% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
Vistaprint	$	336,929		$	319,043		6%	1%	7%	—%	7%
Upload and Print	172,165			160,390			7%	2%	9%	—%	9%
National Pen	65,971			59,717			10%	1%	11%	—%	11%
All Other Businesses (3)	18,888			28,054			(33)%	6%	(27)%	56%	29%
Inter-segment eliminations	(4,972		)	(3,920		)
Total revenue	$	588,981		$	563,284		5%	1%	6%	2%	8%

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(1) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue, between current and prior year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(2) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue.

(3) The All Other Businesses segment includes the revenue of the Albumprinter business until the sale completion date of August 31, 2017 and VIDA revenue from its acquisition date of July 2, 2018. Constant-currency revenue growth excluding acquisitions/divestitures, excludes the revenue results for Albumprinter through the divestiture date and VIDA since its purchase date.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to and not a substitute for our reported financial results prepared in accordance with GAAP.

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production costs, costs of free products and other related costs of products our businesses sell. Cost of revenue as a percent of revenue increased during the three months ended September 30, 2018, compared to the prior year, primarily due to the divestiture of our Albumprinter business which had a higher gross margin than our consolidated gross margin percentage, as well as a lower gross margin percentage in our Vistaprint businesses, due to changes in product mix resulting from the introduction of new product offerings.



In thousands	Three Months Ended September 30,
	2018			2017
Cost of revenue	$	302,471		$	283,755
% of revenue	51.4		%	50.4		%

For the three months ended September 30, 2018, cost of revenue for our Vistaprint business increased by $9.9 million primarily due to increased production volume, partially offset by favorable currency impacts. The cost of revenue for our Upload and Print businesses increased by $7.3 million primarily driven by revenue growth in our Pixartprinting, Printdeal and WIRmachenDRUCK businesses, partially offset by favorable currency impacts. We also recognized an increase of $4.5 million of costs within our National Pen business primarily due to revenue growth. These increases were partially offset by a decrease in cost of revenue of $3.8 million resulting from the divestiture of our Albumprinter business on August 31, 2017.

Consolidated Operating Expenses

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



In thousands	Three Months Ended September 30,
	2018			2017			2018 vs. 2017
Technology and development expense	$	57,063		$	62,103		(8	)%
% of revenue	9.7		%	11.0		%
Marketing and selling expense	$	182,788		$	166,093		10	%
% of revenue	31.0		%	29.5		%
General and administrative expense	$	41,176		$	38,778		6	%
% of revenue	7.0		%	6.9		%
Amortization of acquired intangible assets	$	11,301		$	12,633		(11	)%
% of revenue	1.9		%	2.2		%
Restructuring expense	$	170		$	854		(80