CMPR

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How CMPR rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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Some of the specific factors that have caused, and/or could cause, our operating results to fluctuate from quarter to quarter or year to year include among others: • investments in our business in the current period intended to generate longer-term returns, where the costs in the near term will not be offset by revenue or cost savings until future periods, if at all • costs to produce and deliver our products and provide our services, including the effects of inflation and increased energy costs • our ability to attract and retain customers and generate purchases • shifts in revenue mix toward products and brands with lower profit margins, such as the decline of business cards and faster growth in elevated products like promotional products and packaging • supply chain challenges • our pricing and marketing strategies and those of our competitors • variations in the demand for our products and services, including potential declines from pricing changes, whether generally or related to tariffs, import duties, surcharges, or other trade policies of the U.S. or other countries • currency and interest rate fluctuations, which affect our revenue, costs, and fair value of our assets and liabilities • our hedging activity • the commencement or termination of agreements with our strategic partners, suppliers, and others • our ability to manage our production, fulfillment, and support operations • general economic conditions, including volatility or economic downturns in some or all of our markets • expenses and charges related to our compensation arrangements with our executives and employees • costs and charges resulting from pending or threatened litigation • changes in our effective income tax rate or tax-related benefits or costs • costs to acquire businesses or integrate our acquired businesses • financing costs • impairments of our tangible and intangible assets including goodwill • the outcomes of our minority investments and joint ventures Some of our expenses, such as building leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed.
Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares and may do so again in the future.
We are subject to a number of ongoing risks and challenges that relate to our global operations, decentralization, and complexity including, among others: • difficulty managing operations in, and communications among, multiple businesses, locations, and time zones • challenges of ensuring speed, nimbleness, and entrepreneurialism in a large and complex organization • risk of internal competition or brand cannibalization where multiple brands operate with overlapping offerings in the same geography • difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, tariffs, and other costs • our failure to maintain sufficient financial and operational controls and systems to manage our decentralized businesses and comply with our obligations as a public company • the challenge of complying with disparate laws in multiple countries, such as local regulations that may impair our ability to conduct our business or impact the willingness of third parties to conduct business with us, protectionist laws that favor local businesses, and restrictions imposed by local labor laws • the challenge of maintaining management's focus on our strategic and operational priorities and minimizing lower priority distractions • disruptions caused by political and social instability and war that may occur in some countries • exposure to corrupt business practices that may be common in some countries or in some sales channels and markets, such as bribery or the willful infringement of intellectual property rights • difficulty repatriating cash from some countries • changes in governmental trade policies, difficulty importing and exporting our products and supply chain materials across borders, and difficulty complying with customs regulations of countries where we produce and/or sell products • increasing prices, disruptions or cessation of important components of our international supply chain • failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property The trade and tariff environment applicable for the United States and other countries relevant to our operations continues to evolve and remains highly unpredictable.
The United States has announced and/or implemented, and could continue to announce and/or implement, new and/or increased tariffs, duties, fees, customs requirements, and other trade restrictions on goods imported into the United States, which has generated, and could continue to generate, various trade and tariff-related responses from other countries.
The statutory basis, scope, amount, duration, exemptions, and exclusions applicable to tariffs and trade-related measures and related de minimis treatment, customs entry processes, and other rules may evolve and do so quickly, including as a result of legislation, executive action, trade agreements, administrative guidance, or litigation.
In particular, duty-free de minimis treatment under 19 U.S.C. § 1321(a)(2)(C) for low-value commercial shipments that would otherwise be eligible for that treatment has been suspended for shipments not covered by 50 U.S.C. § 1702(b), and the $800 commercial de minimis exemption is separately scheduled to be eliminated by statute effective July 1, 2027.
Any loss, limitation, or uncertainty regarding duty-free treatment, customs entry processes, or exclusions for informational materials could increase our costs, require changes to our supply chain, fulfillment, logistics, pricing, or surcharge practices, or reduce demand for affected products.
We operate manufacturing facilities throughout the world, including one in Ontario, Canada that primarily services our VistaPrint business, and others in Mexico, the United States, Australia, Brazil and throughout Europe.
If the United States, whether based on statutes or through trade agreements, imposes and enforces significant tariffs or other trade-related measures applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results could be materially and adversely affected.
Furthermore, if other countries impose and enforce increased or additional tariffs or other trade-related measures for any meaningful period, our business could be materially and adversely affected.
For example, the United States has recently imposed or announced tariffs applicable to imports from Canada and many other countries in which we manufacture products or source materials, as further discussed below in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
These measures could increase our costs, require changes to our supply chain, fulfillment, logistics, pricing, or surcharge practices, reduce demand for affected products, and materially and adversely affect our business and financial results.
In addition to trade policy changes, changes to other U.S. or other countries' policies may impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, regulatory environments, and inflation; and we cannot predict the impact, if any, on our business of these and future policy changes.
Since some of our hedging activity addresses long-term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be recognized before the offsetting exposure materializes, potentially causing volatility in our cash or debt balances, and therefore our leverage.
Security threats continue to evolve and become more sophisticated and more difficult to detect and defend against, including by the increased use of artificial intelligence, deepfakes, synthetic media, and other automation to enhance attacks, and our vulnerabilities may be heightened by our decentralized operating structure and many of our employees working remotely.
Despite our efforts, a hacker or thief may defeat our security measures, or those of our third-party service providers, partners, or vendors, and obtain confidential or personal information, and we or the third party may not discover the security breach and theft of information or accurately assess its scope, business impact, or materiality for a significant period of time after the breach occurs or at all.
Any compromise, breach or failure of our information systems or the information systems of third parties with which we share information could result in, among other things: • interruptions in our operations • misuse of our and our customers' and employees' confidential or personal information • failure to comply with legal and industry privacy, cybersecurity, or incident reporting regulations and standards • exposure to losses, costs, litigation, enforcement actions, and other liability • damage to our reputation and brands • loss of revenue and profits and other negative financial results to the extent existing and potential customers believe that their personal and payment information may not be safe with us or those third parties We are subject to the laws of many states, countries, and regions and industry guidelines and principles governing the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our customers and employees.
In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer, data protection, cybersecurity, online tracking, targeted advertising, and the use of AI and machine learning, including possible limitations on our ability to use customer data.
When the costs of these channels significantly increase or the effectiveness of these channels significantly declines, such as from changes to algorithms or targeting rules and/or from shifts in consumer behavior in online search and shopping related to AI-based discovery tools and chatbots, which we have experienced in the past and may experience in the future, our ability to efficiently attract new and repeat customers is reduced, our revenue and net income decline, and our business and results of operations are harmed.
Shifts in online search behavior, including the rise of generative and agentic AI tools and technologies, may negatively impact customer traffic and acquisition efficiency and conversion rates, which could materially harm our business, results of operations, and financial condition.
Consumers are increasingly relying on generative and agentic AI tools and technologies, such as conversational search engines, autonomous shopping assistants, and AI-powered product recommendations, to discover, compare, and purchase products and services.
These tools and technologies represent a shift away from traditional search engine behavior and direct website visits, which have historically driven a significant portion of our customer traffic and conversion activity.
As these tools and technologies become more prevalent and integrated into consumers’ browsing and purchasing workflows, we may experience a decline in visibility within digital ecosystems we do not directly control.
This could include, among other things, lower rankings in AI-generated product summaries, reduced referral traffic from major platforms, or increased reliance on third-party interfaces that prioritize competing offerings.
Furthermore, our ability to adapt to new search paradigms may be limited by technology constraints, data availability, or platform interoperability, especially if generative and agentic AI search providers restrict access to their ecosystems or favor end-to-end platforms that control the full customer journey.
Our second fiscal quarter, which ends on December 31, includes the majority of the holiday shopping season and typically accounts for a disproportionately high portion of earnings for the year for us overall and within certain business units, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts.
Some of the events that could cause interruptions in our businesses' systems and operations, and those of our suppliers, service providers, third-party fulfillers, business partners, and customers, are the following, among others: • fire, natural disaster, or extreme weather, which could be exacerbated by climate change • ransomware, attacks on external websites or internal networks by hackers or other malicious parties, and other cyber security attacks • labor strike, work stoppage, labor disruption or other workforce issues • political instability, civil unrest, or acts of terrorism or war • power loss or telecommunication failure • outages, degradations, price increases, cyber incidents, financial distress, or other failures of third-party technology, payment, logistics, cloud, production, fulfillment, or other service providers • inadequate capacity in systems and infrastructure to cope with periods of high volume and demand • lack of affordable materials available to manufacture our supplies or products • pandemic or other public health crisis Any interruptions to our systems or operations, or those of our suppliers, service providers, third-party fulfillers, business partners, and customers, could result in lost revenue and/or increased costs, as well as negative publicity, damage to our reputation and brands, and other adverse effects on our business and results of operations.
We may not be successful in advancing the use of AI, which involves significant risks, and competitors may develop new or better products using AI that take market share, which could adversely affect our business, brand perception, or financial results.
We use AI, including generative AI and third-party AI tools and models, in many parts of our value chain.
In addition, statements we make about our use of AI, AI capabilities, strategy, benefits, limitations, or risks may be subject to regulatory, investor, customer, or other scrutiny, and any such statements that are, or are perceived as, inaccurate, inconsistent with our actual practices, or overstated could lead to reputational harm, litigation, enforcement action, or other liability.
Demand for our products and services is sensitive to customers' expectations, particularly as to price for almost all of our businesses, and past changes in our pricing strategies had a significant impact on customer and order volume in some regions, which in turn adversely affected our revenue, profitability, and results of operations.
Many factors impact our pricing and marketing strategies, including our infrastructure and operating expenses, the costs of raw materials, our competitors' pricing and marketing strategies, and the effects of inflation.
An acquisition, minority investment, or joint venture may fail to achieve our goals and expectations and may have a negative impact on our business and financial results in a number of ways including the following: • They may not perform or fit with our strategy as well as we expected, and we may not realize anticipated synergies, returns on capital, free cash flow benefits, or other strategic benefits. • They can be costly and can result in increased expenses including impairments of goodwill and intangible assets if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of certain acquired assets, and increased tax costs.
In addition, we may overpay for acquired businesses. • Managing them may be more expensive or may require more resources than we expected.
In addition, continuing to devote resources to a struggling business can take resources away from other investment areas and priorities. • We may not be able to retain their customers and key employees.
We are subject to a variety of safety, health and environmental (SHE) laws and regulations across the jurisdictions in which we operate.
In some cases we pursue self-imposed socially responsible policies that are more stringent than required by laws and regulations, for instance in the areas of worker safety, team member social benefits, and environmental protection such as carbon reduction initiatives.
We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these measures afford only limited protection.
Because most of our businesses primarily depend on the Internet for our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses.
We also face competition from companies in the design space, including those with AI-enabled design capabilities, some of which may be more established, experienced, or innovative than we are.

and 10 more.

Gone since FY2025

Some of the specific factors that have caused, and/or could cause, our operating results to fluctuate from quarter to quarter or year to year include among others: • investments in our business in the current period intended to generate longer-term returns, where the costs in the near term will not be offset by revenue or cost savings until future periods, if at all • costs to produce and deliver our products and provide our services, including the effects of inflation and increased energy costs • our ability to attract and retain customers and generate purchases • shifts in revenue mix toward products and brands with lower profit margins, such as the decline of business cards and faster growth in elevated products like promotional products and packaging • supply chain challenges • our pricing and marketing strategies and those of our competitors • variations in the demand for our products and services, including potential declines from pricing changes and/or surcharges related to tariffs or other trade policies of the U.S. or other countries • currency and interest rate fluctuations, which affect our revenue, costs, and fair value of our assets and liabilities • changes in U.S. and other countries' trade policies, including the types, amounts, and durations of any tariffs imposed on our products or our supply chain materials • our hedging activity • the commencement or termination of agreements with our strategic partners, suppliers, and others • our ability to manage our production, fulfillment, and support operations • general economic conditions, including volatility or economic downturns in some or all of our markets • expenses and charges related to our compensation arrangements with our executives and employees • costs and charges resulting from litigation • changes in our effective income tax rate or tax-related benefits or costs • costs to acquire businesses or integrate our acquired businesses • financing costs • impairments of our tangible and intangible assets including goodwill • the results of our minority investments and joint ventures Some of our expenses, such as building leases, depreciation related to previously acquired property and equipment, and personnel costs, are relatively fixed.
Our operating results have, at times, fallen below the expectations of public market analysts and investors, which has led to declines in the price of our ordinary shares in the past and may do so again in the future.
We are subject to a number of ongoing risks and challenges that relate to our global operations, decentralization, and complexity including, among others: • difficulty managing operations in, and communications among, multiple businesses, locations, and time zones • challenges of ensuring speed, nimbleness, and entrepreneurialism in a large and complex organization • risk of internal competition or brand cannibalization where multiple brands operate with overlapping offerings in the same geography • difficulty complying with multiple tax laws, treaties, and regulations and limiting our exposure to onerous or unanticipated taxes, duties, tariffs, and other costs • our failure to maintain sufficient financial and operational controls and systems to manage our decentralized businesses and comply with our obligations as a public company • the challenge of complying with disparate laws in multiple countries, such as local regulations that may impair our ability to conduct our business or impact the willingness of third parties to conduct business with us, protectionist laws that favor local businesses, and restrictions imposed by local labor laws • the challenge of maintaining management's focus on our strategic and operational priorities and minimizing lower priority distractions • disruptions caused by political and social instability and war that may occur in some countries • exposure to corrupt business practices that may be common in some countries or in some sales channels and markets, such as bribery or the willful infringement of intellectual property rights • difficulty repatriating cash from some countries • changes in governmental trade policies, particularly across North America, China and Europe, difficulty importing and exporting our products and supply chain materials across country borders and difficulty complying with customs regulations in the many countries where we produce and/or sell products • increasing prices, disruptions or cessation of important components of our international supply chain • failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property The trade and tariff environment continues to evolve and is highly unpredictable.
The U.S. presidential administration has announced and/or implemented, and could continue to announce and/or implement, new and/or increased tariffs on goods imported into the United States, which has generated, and could continue to generate, various trade and tariff-related responses from other countries.
Certain of the recent tariffs were imposed pursuant to the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.) (IEEPA), and 50 U.S.C. § 1702(b)(3) explicitly precludes the President from regulating the importation of "informational materials" under IEEPA.
Any change to the statutory basis upon which the U.S. presidential administration relies for imposing tariffs could materially and adversely impact our financial results if we are unable to rely upon the "informational materials" exclusion for most of our U.S. imported printed products and such products were not otherwise exempt from tariffs under the United States-Mexico-Canada Agreement.
L. 119‑21 provides for the elimination of the de minimis exemption from import taxes and duties codified in 19 U.S.C. § 1321(a)(2)(C) for commercial shipments, which currently benefits our business, effective July 1, 2027; however, we currently expect the de minimis exemption to end even sooner, on August 29, 2025, based on a recently signed Executive Order.
We operate manufacturing facilities throughout the world, including one in Ontario, Canada that primarily services our Vista business, and others in Mexico, the United States, Australia, Brazil and throughout Europe.
If the United States, whether based on statutes or through trade agreements, imposes and enforces significant tariffs applicable to imports from Canada, Mexico, China or any of the other countries in which we manufacture our products and/or source materials for any meaningful period, we would incur increased costs in operating our business and our financial results could be materially and adversely affected.
In addition, if other countries impose and enforce increased or additional tariffs for any meaningful period, our business could be materially and adversely affected.
In addition to changes in U.S. trade policy, other changes to U.S. policy may impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas.
At this time we cannot predict the impact, if any, of any of these potential changes to our business.
Until we know what policy changes are made and enforced and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
Since some of our hedging activity addresses long-term exposures, such as our net investment in our subsidiaries, the gains or losses on those hedges could be recognized before the offsetting exposure materializes to offset them, potentially causing volatility in our cash or debt balances, and therefore our leverage.
Security threats continue to evolve and become more sophisticated and more difficult to detect and defend against, including by the increased use of artificial intelligence to enhance attacks, and our vulnerabilities may be heightened by our decentralized operating structure and many of our employees working remotely.
Despite our efforts, a hacker or thief may defeat our security measures, or those of our third-party service providers, partners, or vendors, and obtain confidential or personal information, and we or the third party may not discover the security breach and theft of information for a significant period of time after the breach occurs or at all.
Any compromise, breach or failure of our information systems or the information systems of third parties with which we share information could result in, among other things: • interruptions in our operations • misuse of our and our customers' and employees' confidential or personal information • failure to comply with legal and industry privacy regulations and standards • exposure to losses, costs, litigation, enforcement actions, and other liability • damage to our reputation and brands • loss of revenue and profits and other negative financial results to the extent existing and potential customers believe that their personal and payment information may not be safe with us or those third parties We are subject to the laws of many states, countries, and regions and industry guidelines and principles governing the collection, use, retention, disclosure, sharing, and security of data that we receive from and about our customers and employees.
In addition, the regulatory landscape is constantly changing, as various regulatory bodies throughout the world enact new laws concerning privacy, data retention, data transfer, and data protection including possible limitations on our ability to use customer data and regulating the use of artificial intelligence and machine learning.
When the costs of these channels significantly increase or the effectiveness of these channels significantly declines, such as from changes to algorithms or targeting rules and/or from shifts in consumer behavior in online search and shopping related to artificial intelligence (AI)-based discovery tools and chatbots, which we have experienced in the past and may experience in the future, then our ability to efficiently attract new and repeat customers is reduced, our revenue and net income decline, and our business and results of operations are harmed.
Shifts in online search behavior, including the rise of generative AI tools and agentic search technologies, may negatively impact customer traffic and acquisition efficiency and conversion rates, which could materially harm our business, results of operations, and financial condition.
Consumers are increasingly relying on generative AI tools and agentic search technologies, such as conversational search engines, autonomous shopping assistants, and AI-powered product recommendations, to discover, compare, and purchase products and services.
These emerging tools represent a shift away from traditional search engine behavior and direct website visits, which have historically driven a significant portion of our customer traffic and conversion activity.
As generative AI and agentic search tools become more prevalent and integrated into consumers’ browsing and purchasing workflows, we may experience a decline in visibility within digital ecosystems we do not directly control.
This could include lower rankings in AI-generated product summaries, reduced referral traffic from major platforms, or increased reliance on third-party interfaces that prioritize competing offerings.
Furthermore, our ability to adapt to new search paradigms may be limited by technology constraints, data availability, or platform interoperability, especially if generative AI search providers restrict access to their ecosystems or favor end-to-end platforms that control the full customer journey.
Our second fiscal quarter, which ends on December 31, includes the majority of the holiday shopping season and typically accounts for a disproportionately high portion of our earnings for the year, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts.
In addition, our National Pen business has historically generated a large portion of its profits during the second fiscal quarter.
Some of the events that could cause interruptions in our businesses' systems and operations, and those of our suppliers, service providers, third-party fulfillers, business partners, and customers, are the following, among others: • fire, natural disaster, or extreme weather, which could be exacerbated by climate change • pandemic or other public health crisis • ransomware and other cyber security attacks • labor strike, work stoppage, labor disruption or other workforce issues • political instability, civil unrest, or acts of terrorism or war • power loss or telecommunication failure • attacks on external websites or internal networks by hackers or other malicious parties • inadequate capacity in systems and infrastructure to cope with periods of high volume and demand • lack of affordable materials available to manufacture our supplies or products Any interruptions to our systems or operations, or those of our suppliers, service providers, third-party fulfillers, business partners, and customers, could result in lost revenue and/or increased costs, as well as negative publicity, damage to our reputation and brands, and other adverse effects on our business and results of operations.
We may not be successful in advancing the use of artificial intelligence, which involves significant risks, and competitors may develop new or better products using artificial intelligence that take market share, which could adversely affect our business, brand perception, or financial results.
We use artificial intelligence (AI), including generative AI, in many parts of our value chain.
Demand for our products and services is sensitive to customers' expectations, particularly as to price for almost all of our businesses, and past changes in our pricing strategies had a significant impact on the numbers of customers and orders in some regions, which in turn adversely affected our revenue, profitability, and results of operations.
Many factors impact our pricing and marketing strategies, including the costs of running our business, the costs of raw materials, our competitors' pricing and marketing strategies, and the effects of inflation.
An acquisition, minority investment, or joint venture may fail to achieve our goals and expectations and may have a negative impact on our business and financial results in a number of ways including the following: • The business we acquired or invested in may not perform or fit with our strategy as well as we expected. • Acquisitions and minority investments can be costly and can result in increased expenses including impairments of goodwill and intangible asserts if financial goals are not achieved, assumptions of contingent or unanticipated liabilities, amortization of certain acquired assets, and increased tax costs.
In addition, we may overpay for acquired businesses. • The management of our acquired businesses, minority investments, and joint ventures may be more expensive or may take more resources than we expected.
In addition, continuing to devote resources to a struggling business can take resources away from other investment areas and priorities. • We may not be able to retain customers and key employees of the acquired businesses.
We are subject to a variety of safety, health and environmental, or SHE, laws and regulations across the jurisdictions in which we operate.
In some cases we pursue self-imposed socially responsible policies that are more stringent than is typically required by laws and regulations, for instance in the areas of worker safety, team member social benefits, and environmental protection such as carbon reduction initiatives.
We rely on a combination of patents, trademarks, trade secrets, copyrights, and contractual restrictions to protect our intellectual property, but these protective measures afford only limited protection.
Because most of our businesses depend primarily on the Internet for our sales, laws specifically governing the Internet, e-commerce, and email marketing may have a greater impact on our operations than other more traditional businesses.
With Vista's increased focus on design services, we now also face competition from companies in the design space, including those with AI-enabled design capabilities, some of which may be more established, experienced, or innovative than we are.

and 11 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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