What changed in this filing

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Item 1. Financial Statements

2024-02-01 compared with 2023-10-26 · 227 added, 143 removed, 597 unchanged (38% of the section changed)

2 unchanged sentences

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

September 30,

2023 June 30,

33 unchanged sentences

Shareholders’ deficit:

Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized;

none issued and outstanding — —

Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized;

13 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Revenue $ 921,363 $ 845,202 $ 1,678,657 $ 1,548,617

5 unchanged sentences

Restructuring expense (1) 483 11,207 149 13,027

Income (loss) from operations 34,100 ( 17,967 )

Other income, net 6,419 27,397

Income from operations 107,679 33,578 141,779 15,611

Other (expense) income, net ( 391 ) ( 17,392 ) 6,028 10,005

Interest expense, net ( 30,588 ) ( 28,597 ) ( 59,788 ) ( 53,403 )

11 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Cost of revenue $ 229 $ 176 $ 396 $ 369

6 unchanged sentences

(unaudited in thousands)

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Net income (loss) $ 60,254 $ ( 138,540 ) $ 64,823 $ ( 163,281 )

Other comprehensive income (loss), net of tax:

Foreign currency translation losses, net of hedges ( 3,787 ) ( 8,182 )

Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 7,679 16,760

Foreign currency translation (losses) gains, net of hedges ( 2,053 ) 11,120 ( 5,840 ) 2,938

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 10,271 ) ( 5,649 ) ( 2,592 ) 11,111

Amounts reclassified from accumulated other comprehensive loss to net income (loss) for derivative instruments 55 3,136 ( 3,493 ) 198

Comprehensive income (loss) 47,985 ( 129,933 ) 52,898 ( 149,034 )

Comprehensive loss attributable to noncontrolling interests 79 647

Comprehensive (income) loss attributable to noncontrolling interests ( 2,481 ) 2,015 ( 2,402 ) 2,662

Total comprehensive income (loss) attributable to Cimpress plc $ 45,504 $ ( 127,918 ) $ 50,496 $ ( 146,372 )

17 unchanged sentences

Balance at September 30, 2022 44,196 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 509,444 $ 385,972 $ ( 40,141 ) $ ( 507,660 )

Restricted share units vested, net of shares withheld for taxes 15 — ( 158 ) — — ( 158 )

Share-based compensation expense — — — — 12,245 — 12,245

Net loss attributable to Cimpress plc — — — — — ( 140,000 ) — ( 140,000 )

Redeemable noncontrolling interest accretion to redemption value — — — — — 10,180 — 10,180

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 2,513 ) ( 2,513 )

Foreign currency translation, net of hedges — — — — — — 14,595 14,595

Balance at December 31, 2022 44,211 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 521,531 $ 256,152 $ ( 28,059 ) $ ( 613,311 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Treasury Shares

Issued Amount Number

Shares Issued Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at June 30, 2023 44,316 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 539,454 $ 235,396 $ ( 35,060 ) $ ( 623,145 )

7 unchanged sentences

Balance at September 30, 2023 44,554 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 543,754 $ 239,620 $ ( 34,622 ) $ ( 614,183 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 6 — — 6

Restricted share units vested, net of shares withheld for taxes 50 6 ( 1,792 ) — — ( 1,786 )

Share-based compensation expense — — — — 18,051 — — 18,051

Net income attributable to Cimpress plc — — — — — 58,105 — 58,105

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 135 ) — ( 135 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 10,216 ) ( 10,216 )

Foreign currency translation, net of hedges — — — — — — ( 2,385 ) ( 2,385 )

Balance at December 31, 2023 44,604 $ 621 ( 17,971 ) $ ( 1,363,550 ) $ 560,019 $ 297,590 $ ( 47,223 ) $ ( 552,543 )

See accompanying notes.

1 unchanged sentence

(unaudited in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Operating activities

Net income (loss) $ 64,823 $ ( 163,281 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 79,031 81,816

2 unchanged sentences

Gain on early extinguishment of debt

Unrealized gain on derivatives not designated as hedging instruments included in net income (loss)

( 6,261 ) ( 14,024 )

Unrealized loss on derivatives not designated as hedging instruments included in net income (loss)

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 10,663 ) ( 4,982 )

6 unchanged sentences

Accrued expenses and other liabilities ( 10,083 ) ( 1,151 )

Net cash provided by (used in) operating activities 42,254 ( 25,251 )

Net cash provided by operating activities 217,200 55,875

Investing activities

Purchases of property, plant and equipment ( 33,955 ) ( 26,490 )

Business acquisitions, net of cash acquired — ( 498 )

Capitalization of software and website development costs ( 28,344 ) ( 29,246 )

11 unchanged sentences

Payments of finance lease obligations ( 4,880 ) ( 4,264 )

Purchase of noncontrolling interests — ( 95,567 )

Proceeds from issuance of ordinary shares 88 —

3 unchanged sentences

Effect of exchange rate changes on cash 4,245 1,765

Net decrease in cash and cash equivalents ( 5,114 ) ( 144,953 )

Change in cash held for sale — ( 4,130 )

Net increase (decrease) in cash and cash equivalents 143,895 ( 165,774 )

Cash and cash equivalents at beginning of period 130,313 277,053

3 unchanged sentences

(unaudited in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Supplemental disclosures of cash flow information

13 unchanged sentences

Description of the Business

Cimpress is a strategically focused collection of businesses that specialize in mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders.

Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products.

Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories.

25 unchanged sentences

As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three months ended September 30, 2023 and 2022.

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

September 30, 2023

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and six months ended December 31, 2023 and 2022.

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

December 31, 2023

Amortized cost Unrealized losses Fair value

15 unchanged sentences

Total held-to-maturity securities $ 43,037 $ ( 370 ) $ 42,667

Other Income, Net

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

Three Months Ended September 30,

Gains on derivatives not designated as hedging instruments (1)

Other (Expense) Income, Net

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

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Currency-related losses, net (2)

(Losses) gains on derivatives not designated as hedging instruments (1)

$ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449

Currency-related gains, net (2)

13,062 6,227 10,363 6,030

Other gains (losses)

215 577 1,021 ( 474 )

Total other income, net $ 6,419 $ 27,397

Total other (expense) income, net

$ ( 391 ) $ ( 17,392 ) $ 6,028 $ 10,005

_____________________

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

For contracts not designated as hedging instruments, we realized gains of $ 2,050 and $ 14,621 for the three months ended September 30, 2023 and 2022.

For contracts not designated as hedging instruments, we realized losses of $ 2,539 and $ 488 for the three and six months ended December 31, 2023, respectively, and gains of $ 16,368 and $ 30,988 for the three and six months ended December 31, 2022, respectively.

Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related losses, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

(2) Currency-related gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

In addition, we have a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan.

5 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Weighted average shares outstanding, basic

1 unchanged sentence

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1)(2)

569,144 — 589,915 —

Shares used in computing diluted net income (loss) per share attributable to Cimpress plc

3 unchanged sentences

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is not included as they are anti-dilutive.

(1) In the periods in which a net loss is recognized, the impact of share options, RSUs and warrants is excluded from shares used in computed diluted net income (loss) per share as it is anti-dilutive.

Any equity awards that have a performance condition are not included in dilutive or anti-dilutive shares until the performance condition is met.

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding.

For the three months ended September 30, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 98,319.

For the three months ended September 30, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants;

For the three and six months ended December 31, 2023, the average market price of our ordinary shares was higher than the strike price of the warrants, as such the weighted average dilutive effect of the warrants was 146,506 and 122,412 , respectively.

For the three and six months ended December 31, 2022, the average market price of our ordinary shares was lower than the strike price of the warrants;

therefore, the total 1,055,377 outstanding warrants were considered anti-dilutive.

Share-based Compensation

Total share-based compensation costs were $ 12,453 and $ 10,631 for the three months ended September 30, 2023 and 2022, respectively.

During the first quarter of fiscal 2024, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program for team members in our Vista business and central teams.

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

During the first half of fiscal year 2024, we issued PSUs (the "2024 PSUs") as part of our long-term incentive program.

The 2024 PSUs include both a service and performance condition, and the related expense is recognized using an accelerated expense attribution over the requisite service period for each separately vesting portion of the award.

The performance condition for these awards is based on one-year financial targets for fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow for Cimpress (for grants to central team members) and Vista (for grants to Vista team members).

The performance condition for these awards is based on one-year financial targets for fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow.

Actual shares issued for each grant will range from 0% to 160% of the number of 2024 PSUs granted based on the attainment of the performance condition.

Share-based compensation expense for these awards will be recognized on an accelerated basis using the grant date fair value and our estimated attainment percentage of the related performance condition.

Until the performance condition is measured at the end of fiscal year 2024, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.

Until the performance condition is measured during the first fiscal quarter following the end of fiscal year 2024, changes in the estimated attainment percentages may cause expense volatility since a cumulative expense adjustment will be recognized in the period a change occurs.

Assets Held for Sale

During the first quarter of fiscal 2024, we began marketing our customer service facility located in Montego Bay, Jamaica for sale as part of the ongoing efforts to optimize our real estate footprint with many of our team members in Jamaica operating under a remote-first model.

The building is available for immediate sale, and we believe a sale will occur within one year.

The plan to sell the asset meets all held-for-sale criteria, which resulted in the reclassification of the building's carrying value of $16,446 from property, plant, and equipment, net to other current assets as of September 30, 2023.

The estimated selling price less costs to sell exceeds carrying value as of September 30, 2023, and therefore no loss has been recorded on the asset held for sale.

During the first quarter of fiscal year 2024, we began marketing our customer service facility located in Montego Bay, Jamaica for sale as part of the ongoing efforts to optimize our real estate footprint with many of our team members in Jamaica operating under a remote-first model.

As such, we continue to classify the facility as held for sale, which has a carrying value of $ 16,595 recognized within prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2023.

We have not recognized any losses on the planned sale of these assets, since the expected sale price less selling costs remains above the carrying value.

Recently Issued or Adopted Accounting Pronouncements

2 unchanged sentences

In September 2022, the FASB issued Accounting Standards Update No.

2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" (ASU 2022-04), which provides authoritative guidance about expanded disclosure requirements for supply chain finance programs.

2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations" (ASU 2022-04), which provides authoritative guidance about expanded disclosure requirements for supply chain finance programs.

The new standard requires disclosure of the key terms of outstanding supply chain finance programs and a rollforward of the related amounts due to suppliers participating in these programs.

The adoption of the new disclosure requirements was effective for the current quarter, except for

a rollforward of activity within supply chain finance programs, which is effective as part of our annual disclosures for fiscal year 2025.

The adoption of the new disclosure requirements was effective for the current quarter, except for a rollforward of activity within supply chain finance programs, which is effective as part of our annual disclosures for fiscal year 2025.

The adoption of the new standard did not have an impact on our consolidated financial statements.

5 unchanged sentences

All unpaid obligations to our supply chain finance provider are included in accounts payable in the consolidated balance sheets, and payments we make under the program are reflected as a reduction to net cash provided by operating activities in the consolidated statements of cash flows.

The outstanding obligations with our supply chain finance provider that are included in accounts payable as of September 30, 2023 and June 30, 2023 were $49,025 and $44,522, respectively.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of December 31, 2023 and June 30, 2023 were $55,777 and $44,522, respectively.

Accounting Standards to be Adopted

In December 2023, the FASB issued Accounting Standards Update No.

2023-09 "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" (ASU 2023-09), which provides authoritative guidance about expanded annual disclosure requirements for the income tax rate reconciliation and income taxes paid by jurisdiction.

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2026.

Early adoption is permitted, but we do not intend to early adopt this standard.

In November 2023, the FASB issued Accounting Standards Update No.

2023-07 "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" (ASU 2023-07), which requires enhanced disclosures about significant segment expenses and introduces a reconciliation between segment revenue and segment profitability metrics.

The expanded disclosure requirements will be effective starting with our annual report for the fiscal year ending June 30, 2025, as well as each interim period thereafter.

Early adoption is permitted, but we do not intend to early adopt this standard.

Fair Value Measurements

7 unchanged sentences

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, 2023

December 31, 2023

Total Quoted Prices in

4 unchanged sentences

Interest rate swap contracts $ 14,362 $ — $ 14,362 $ —

Cross-currency swap contracts 13 — 13 —

Currency forward contracts 89 — 89 —

Currency option contracts 934 — 934 —

Total assets recorded at fair value $ 14,451 $ — $ 14,451 $ —

Cross-currency swap contracts $ ( 2,456 ) $ — $ ( 2,456 ) $ —

Currency forward contracts ( 4,761 ) — ( 4,761 ) —

15 unchanged sentences

Total liabilities recorded at fair value $ ( 9,317 ) $ — $ ( 9,317 ) $ —

During the three months ended September 30, 2023 and year ended June 30, 2023, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications.

During the six months ended December 31, 2023 and year ended June 30, 2023, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications.

The valuations of the derivatives intended to mitigate our interest rate and currency risks are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument.

3 unchanged sentences

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, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of December 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our

derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

As of September 30, 2023 and June 30, 2023, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values.

As of September 30, 2023 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,621,001 and $ 1,653,989 , respectively, and the fair value was $ 1,596,312 and $ 1,604,190 , respectively.

Our debt at September 30, 2023 includes variable-rate debt instruments indexed to Term SOFR and Euribor that resets periodically, as well as fixed-rate debt instruments.

As of December 31, 2023 and June 30, 2023, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values.

As of December 31, 2023 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,626,325 and $ 1,653,989 , respectively, and the fair value was $ 1,625,473 and $ 1,604,190 , respectively.

Our debt at December 31, 2023 includes variable-rate debt instruments indexed to Term SOFR and Euribor that reset periodically, as well as fixed-rate debt instruments.

The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

As of September 30, 2023 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $ 22,613 and $ 43,037 , respectively, while the fair value was $ 22,390 and $ 42,667 , respectively.

As of December 31, 2023 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $ 17,239 and $ 43,037 , respectively, while the fair value was $ 17,148 and $ 42,667 , respectively.

The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

6 unchanged sentences

Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.

The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income, net.

The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net.

Hedges of Interest Rate Risk

5 unchanged sentences

Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt.

As of September 30, 2023, we estimate that $ 6,612 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2024.

As of September 30, 2023, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of December 31, 2023, we estimate that $ 4,356 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024.

As of December 31, 2023, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

Our interest rate swap contracts have varying start and maturity dates through April 2028.

1 unchanged sentence

Notional Amounts

Contracts accruing interest as of September 30, 2023 (1)

Contracts accruing interest as of December 31, 2023 (1)

Contracts with a future start date 430,000

1 unchanged sentence

________________________

(1) Based on contracts outstanding as of September 30, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

(1) Based on contracts outstanding as of December 31, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities.

Hedges of Currency Risk

5 unchanged sentences

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.

As of September 30, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $ 58,478 , maturing during June 2024.

We entered into the cross-currency swap contract to

hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan.

As of September 30, 2023, we estimate that $ 1,353 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2024.

As of December 31, 2023, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $ 58,478 , maturing during June 2024.

We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid, and upon remeasuring the intercompany loan.

As of December 31, 2023, we estimate that $ 809 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2024.

Other Currency Hedges

3 unchanged sentences

Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.

As of September 30, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 310,270 that matures in May 2028.

As of December 31, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 323,242 that matures in May 2028.

We have elected to not apply hedge accounting for all other currency forward and option contracts.

During the three months ended September 30, 2023 and 2022, we experienced volatility within other income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

During the three and six months ended December 31, 2023 and 2022, we experienced volatility within other (expense) income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting.

4 unchanged sentences

Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months.

For certain other currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.

As of September 30, 2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S.

For certain other

currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months.

As of December 31, 2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S.

dollar value of forecasted transactions or balances denominated in Australian Dollar, Canadian Dollar, Czech Koruna, Danish Krone, Euro, GBP, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:

Notional Amount Effective Date Maturity Date Number of Instruments Index

$ 651,202 December 2021 through September 2023 Various dates through September 2025 595 Various

$ 626,697 March 2022 through December 2023 Various dates through December 2025 608 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, 2023 and June 30, 2023.

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of December 31, 2023 and June 30, 2023.

Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.

September 30, 2023

December 31, 2023

Asset Derivatives Liability Derivatives

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 designated as hedging instruments

Derivatives in cash flow hedging relationships

Interest rate swaps Other current assets / other assets $ 14,622 $ ( 260 ) $ 14,362 Other liabilities $ — $ — $ —

Cross-currency swaps Other current assets 13 — 13 Other current liabilities — — —

Cross-currency swaps Other assets — — — Other current liabilities ( 2,456 ) — $ ( 2,456 )

Total derivatives designated as hedging instruments $ 14,622 $ ( 260 ) $ 14,362 $ ( 2,456 ) $ — $ ( 2,456 )

1 unchanged sentence

Currency forward contracts Other current assets / other assets $ 186 $ ( 97 ) $ 89 Other current liabilities / other liabilities $ ( 6,534 ) $ 1,773 $ ( 4,761 )

Currency option contracts Other current assets / other assets 935 ( 1 ) 934 Other current liabilities / other liabilities ( 2,186 ) 681 ( 1,505 )

Currency option contracts Other assets — — — Other current liabilities / other liabilities ( 4,445 ) — ( 4,445 )

Total derivatives not designated as hedging instruments $ 186 $ ( 97 ) $ 89 $ ( 10,979 ) $ 1,773 $ ( 9,206 )

2 unchanged sentences

Derivatives designated as hedging instruments

Derivatives in cash flow hedging relationships

6 unchanged sentences

Total derivatives not designated as hedging instruments $ 3,863 $ ( 572 ) $ 3,291 $ ( 9,129 ) $ 1,589 $ ( 7,540 )

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the three months ended September 30, 2023 and 2022:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Derivatives in cash flow hedging relationships

5 unchanged sentences

Total $ ( 19,590 ) $ ( 24,285 ) $ ( 7,217 ) $ 5,427

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2023 and 2022:

The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2023 and 2022:

Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the

Statement of Operations

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Derivatives in cash flow hedging relationships

Interest rate swaps $ ( 2,274 ) $ ( 1,089 ) $ ( 4,496 ) $ ( 692 ) Interest expense, net

Cross-currency swaps ( 1,936 ) ( 3,742 ) Other income, net

Cross-currency swaps 2,230 4,606 294 864 Other (expense) income, net

Total before income tax ( 44 ) 3,517 ( 4,202 ) 172 Income (loss) before income taxes

1 unchanged sentence

Total $ 54 $ 3,136 $ ( 3,493 ) $ 198

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting.

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2023 and 2022 for derivative instruments for which we did not elect hedge accounting.

Amount of Gain (Loss) Recognized in Net Income (Loss)

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Statement of Operations

Three Months Ended September 30,

Currency contracts $ 8,312 $ 28,645 Other income, net

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Currency contracts $ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449 Other (expense) income, net

Total $ ( 13,668 ) $ ( 24,196 ) $ ( 5,356 ) $ 4,449

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 $ 4,040 for the three months ended September 30, 2023 :

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 464 for the six months ended December 31, 2023 :

Gains on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total

4 unchanged sentences

( 3,493 ) — — ( 3,493 )

Net current period other comprehensive income 4,131 — ( 3,693 ) 438

Balance as of September 30, 2023

Net current period other comprehensive loss

( 6,085 ) — ( 6,078 ) ( 12,163 )

Balance as of December 31, 2023

$ 6,212 $ ( 356 ) $ ( 53,079 ) $ ( 47,223 )

________________________

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

(2) As of September 30, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of September 30, 2023 and June 30, 2023.

Intercompany loan hedge gains of $ 47,109 and $ 38,489 have been included in accumulated other comprehensive loss as of September 30, 2023 and June 30, 2023, respectively.

The carrying amount of goodwill by reportable segment as of September 30, 2023 and June 30, 2023 was as follows:

(2) As of December 31, 2023 and June 30, 2023, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023.

Intercompany loan hedge gains of $ 33,199 and $ 38,489 have been included in accumulated other comprehensive loss as of December 31, 2023 and June 30, 2023, respectively.

The carrying amount of goodwill by reportable segment as of December 31, 2023 and June 30, 2023 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

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Effect of currency translation adjustments (1) 4,120 2,778 2,528 — 9,426

Balance as of September 30, 2023

Balance as of December 31, 2023

$ 299,851 $ 143,870 $ 152,325 $ 194,921 $ 790,967

3 unchanged sentences

Accrued expenses included the following:

September 30, 2023 June 30, 2023

December 31, 2023 June 30, 2023

Compensation costs $ 72,897 $ 74,879

Income and indirect taxes (1)

60,893 53,266

Advertising costs (1)

1 unchanged sentence

Third party manufacturing and digital content costs (1)

20,713 17,380

Shipping costs (1)

15,294 11,146

Variable compensation incentives 7,971 9,413

Restructuring costs 1,486 7,567

Sales returns

1 unchanged sentence

Professional fees 2,532 2,743

Restructuring costs (2)

Other 51,747 54,879

1 unchanged sentence

______________________

(1) The increase to accrued advertising costs is largely driven by the timing of invoice processing from third-party vendors and, to a lesser extent, increased spend in preparation for our peak holiday season during the second quarter of our fiscal year.

(2) The increase in interest payable as of September 30, 2023, is due to the interest on our 7.0% Senior Notes Due 2026 being payable semi-annually on June 15 and December 15 of each year.

Refer to Note 8 for further detail.

(1) The increase in income and indirect taxes, advertising, third party manufacturing, and shipping costs is due to increased sales volumes during our holiday season in the second quarter of our fiscal year.

(2) The decrease in restructuring costs included in accrued expenses as of December 31, 2023 is primarily due to severance payments made as a result of the cost reduction actions implemented during fiscal year 2023.

Refer to Note 13 for additional details.

Other current liabilities included the following:

September 30, 2023 June 30, 2023

December 31, 2023 June 30, 2023

Current portion of finance lease obligations $ 8,978 $ 9,938

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Other liabilities included the following:

September 30, 2023 June 30, 2023

December 31, 2023 June 30, 2023

Long-term finance lease obligations $ 31,119 $ 29,822

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Total other liabilities $ 81,704 $ 90,058

______________________

(1) The decrease to mandatorily redeemable noncontrolling interest liabilities is primarily driven by an accretion adjustment of $ 1,864 recognized as a benefit within interest expense, net in the consolidated statements of operations.

September 30, 2023 June 30, 2023

December 31, 2023 June 30, 2023

7.0% Senior Notes due 2026 $ 522,135 $ 548,300

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_____________________

(1) Balances as of September 30, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,533 and $ 3,526 , respectively.

(1) Balances as of December 31, 2023 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,532 and $ 3,526 , respectively.

Our various debt arrangements described below contain customary representations, warranties, and events of default.

As of September 30, 2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 7.0% Senior Notes due 2026 ("2026 Notes").

As of December 31, 2023, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 7.0% Senior Notes due 2026 ("2026 Notes").

Senior Secured Credit Facility

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• A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of:

◦ a $ 795,000 tranche that currently bears interest at Term SOFR (with a SOFR floor of 0.50 %) plus 3.50 %, and

◦ a $ 795,000 tranche that currently bears interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0.50 %) plus 3.50 %, and

◦ a € 300,000 tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %;

• A $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”).

Borrowings under the Revolving Credit Facility currently bear interest at Term SOFR (with a SOFR floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

Borrowings under the Revolving Credit Facility currently bear interest at Term SOFR plus the Term SOFR Adjustment as defined by our Restated Credit Agreement (with an Adjusted Term SOFR rate floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

The LIBOR sunset occurred on June 30, 2023, and under the terms of our Restated Credit Agreement, our benchmark rate transitioned to Term SOFR in July 2023.

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In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00 .

As of September 30, 2023, we have borrowings under the Restated Credit Agreement of $ 1,087,383 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

We have no outstanding borrowings under our Revolving Credit Facility as of September 30, 2023.

As of September 30, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.91 %, inclusive of interest rate swap rates.

As of December 31, 2023, we have borrowings under the Restated Credit Agreement of $ 1,098,366 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

We have no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023.

As of December 31, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.91 %, inclusive of interest rate swap rates.

We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.35 % to 0.45 % depending on our First Lien Leverage Ratio.

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Senior Unsecured Notes

As of September 30, 2023, we have $ 527,135 in aggregate principal outstanding of our 2026 Notes, which are unsecured.

We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture

that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

During the three months ended September 30, 2023, we purchased an aggregate principal amount of $ 21,165 for a purchase price of $ 19,815 , as well as the related settlement of unpaid interest, which resulted in the recognition of a gain on the extinguishment of debt of $ 1,372 .

As of December 31, 2023, we have $ 522,135 in aggregate principal outstanding of our 2026 Notes, which are unsecured.

We can redeem some or all of the 2026 Notes at the redemption prices specified in the indenture that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

During the six months ended December 31, 2023, we purchased an aggregate principal amount of $ 26,165 for a purchase price of $ 24,471 , as well as the related settlement of unpaid interest.

For the three and six months ended December 31, 2023, we have recognized gains on the extinguishment of debt of $ 349 and $ 1,721 , respectively.

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of September 30, 2023 and June 30, 2023, we had $ 6,483 and $ 7,076 , respectively, outstanding for those obligations that are payable through November 2027.

Our income tax expense was $ 8,122 and $ 9,365 for the three months ended September 30, 2023 and 2022, respectively.

Tax expense decreased year over year due to various immaterial discrete items in both periods, offset by increased tax on increased profits.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2024 as compared to fiscal 2023 primarily due to forecasted pre-tax profits in fiscal 2024 as compared to a pre-tax loss in fiscal 2023.

As of December 31, 2023 and June 30, 2023, we had $ 5,824 and $ 7,076 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 16,795 and $ 24,917 for the three and six months ended December 31, 2023, respectively, as compared to $ 126,129 and $ 135,494 for the three and six months ended December 31, 2022, respectively.

Tax expense decreased year over year primarily related to the full valuation allowance that was recorded in the second quarter of fiscal year 2023 on Swiss deferred tax assets of $116,694 primarily related to Swiss tax reform benefits recognized in fiscal year 2020 and tax loss carryforwards.

This was partially offset by increased tax on increased profits.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2024 than for fiscal year 2023 primarily due to forecasted pre-tax profits in fiscal year 2024 as compared to a pre-tax loss in fiscal year 2023.

Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period.

We continuously analyze our valuation allowance positions and the weight of objective and verifiable evidence of actual results against the more subjective evidence of anticipated future income.

As of September 30, 2023 we had unrecognized tax benefits of $ 16,276 , including accrued interest and penalties of $ 1,835 .

As of December 31, 2023 we had unrecognized tax benefits of $ 16,141 , including accrued interest and penalties of $ 1,953 .

We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes.

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Balance as of June 30, 2023 $ 10,893 $ 459

Accretion to redemption value (1) 330 —

Net (loss) income attributable to noncontrolling interests ( 96 ) 111

Accretion to redemption value recognized in retained earnings (1) 465 —

Accretion to redemption value recognized in net income attributable to noncontrolling interests (1) 1,915 —

Net income attributable to noncontrolling interests 92 157

Distribution to noncontrolling interests ( 200 ) —

Foreign currency translation 227 11

Balance as of September 30, 2023 $ 10,848 $ 555

Balance as of December 31, 2023 $ 13,392 $ 627

_________________

(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value.

Any change in the estimated redemption amount which exceeds the estimated fair value is recognized within net income attributable to noncontrolling interests.

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, 2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

As of December 31, 2023, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

• Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, Vista Corporate Solutions, and Depositphotos, which together represent a full-service design, digital, and print solution.

• PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses.

• The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint businesses.

• PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in Austria, Belgium, Germany, the Netherlands, and Switzerland .

• The Print Group - Includes the results of our Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint businesses, which is a collection of Upload & Print businesses that serves graphic professionals throughout Europe, primarily in France, Italy, Spain, and the United Kingdom.

• National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts.

• All Other Businesses - Includes two businesses grouped together based on materiality.

◦ BuildASign, a larger and profitable business, is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products.

◦ Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.

◦ BuildASign is a provider of canvas-print wall décor, business signage and other large-format printed products.

◦ Printi, a smaller business that we continue to manage at a relatively modest operating loss, is an online printing leader in Brazil.

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform;

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The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Vista $ 485,151 $ 437,736 $ 881,798 $ 807,105

8 unchanged sentences

(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.

Three Months Ended September 30, 2023

Three Months Ended December 31, 2023

Vista PrintBrothers The Print Group National Pen All Other Total

7 unchanged sentences

Total external revenue $ 484,711 $ 164,378 $ 90,026 $ 124,742 $ 57,506 $ 921,363

Three Months Ended September 30, 2022

Six Months Ended December 31, 2023

Vista PrintBrothers The Print Group National Pen All Other Total

7 unchanged sentences

Total external revenue $ 881,063 $ 315,920 $ 167,828 $ 206,591 $ 107,255 $ 1,678,657

Three Months Ended December 31, 2022

Vista (1) PrintBrothers The Print Group National Pen All Other Total (1)

Revenue by Geographic Region:

North America $ 298,698 $ — $ — $ 62,208 $ 52,200 $ 413,106

Europe 112,698 148,089 86,291 50,799 — 397,877

Other 25,838 — — 2,130 6,251 34,219

Inter-segment 502 509 3,045 5,484 1,547 11,087

Total segment revenue 437,736 148,598 89,336 120,621 59,998 856,289

inter-segment elimination ( 502 ) ( 509 ) ( 3,045 ) ( 5,484 ) ( 1,547 ) ( 11,087 )

Total external revenue $ 437,234 $ 148,089 $ 86,291 $ 115,137 $ 58,451 $ 845,202

Six Months Ended December 31, 2022

Vista (1) PrintBrothers The Print Group National Pen All Other Total (1)

Revenue by Geographic Region:

North America $ 572,355 $ — $ — $ 111,655 $ 95,492 $ 779,502

Europe 185,493 280,471 161,282 75,744 — 702,990

Other 48,245 — — 4,682 13,198 66,125

Inter-segment 1,012 826 4,877 10,206 3,135 20,056

Total segment revenue 807,105 281,297 166,159 202,287 111,825 1,568,673

inter-segment elimination ( 1,012 ) ( 826 ) ( 4,877 ) ( 10,206 ) ( 3,135 ) ( 20,056 )

Total external revenue $ 806,093 $ 280,471 $ 161,282 $ 192,081 $ 108,690 $ 1,548,617

___________________

(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the quarter ended September 30, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies.

(1) During fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the three and six months ended December 31, 2022, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies.

We have corrected the disclosed figures as included herein.

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Segment EBITDA:

9 unchanged sentences

Certain impairments and other adjustments ( 589 ) 925 ( 1,114 ) ( 2,531 )

Total income (loss) from operations

Total income from operations 107,679 33,578 141,779 15,611

Other (expense) income, net

( 391 ) ( 17,392 ) 6,028 10,005

Other income, net

Interest expense, net ( 30,588 ) ( 28,597 ) ( 59,788 ) ( 53,403 )

Gain on early extinguishment of debt

349 — 1,721 —

Income (loss) before income taxes

$ 77,049 $ ( 12,411 ) $ 89,740 $ ( 27,787 )

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Depreciation and amortization:

6 unchanged sentences

Total depreciation and amortization $ 39,089 $ 40,874 $ 79,031 $ 81,816

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Purchases of property, plant and equipment:

6 unchanged sentences

Total purchases of property, plant and equipment $ 11,390 $ 14,732 $ 33,955 $ 26,490

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Capitalization of software and website development costs:

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

September 30, 2023 June 30, 2023

December 31, 2023 June 30, 2023

Long-lived assets (1):

United States (2)

$ 70,927 $ 83,956

Switzerland 74,769 73,857

8 unchanged sentences

___________________

(1) Excludes goodwill of $ 772,165 and $ 781,541 , intangible assets, net of $ 98,836 and $ 109,196 , deferred tax assets of $ 12,060 and $ 12,740 as of September 30, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $ 4,497 as of June 30, 2023.

(2) The decrease in Jamaica's long-lived assets is due to the planned sale of an owned customer service facility as we continue to optimize our real estate footprint with many of these team members operating under a remote-first model, which resulted in the classification of the related assets as held-for-sale as of September 30, 2023, which is presented as part of prepaid expenses and other current assets in the consolidated balance sheets.

(1) Excludes goodwill of $ 790,967 and $ 781,541 , intangible assets, net of $ 90,617 and $ 109,196 , deferred tax assets of $ 11,773 and $ 12,740 as of December 31, 2023 and June 30, 2023, respectively, as well as marketable securities, non-current of $ 4,497 as of June 30, 2023.

(2) The decrease in the United States long-lived assets is due to the reclassification of a tax receivable from non-current to current during the current fiscal year.

(3) The decrease in Jamaica's long-lived assets is due to the planned sale of an owned customer service facility as we continue to optimize our real estate footprint with many of these team members operating under a remote-first model, which resulted in the classification of the related assets as held-for-sale as of December 31, 2023.

The asset is now presented as part of prepaid expenses and other current assets in the consolidated balance sheet.

Refer to Note 2 for additional details.

1 unchanged sentence

Purchase Obligations

At September 30, 2023, we had unrecorded commitments under contract of $ 285,698 , including inventory, third-party fulfillment and digital service purchase commitments of $ 142,588 ;

At December 31, 2023, we had unrecorded commitments under contract of $ 208,113 , including inventory, third-party fulfillment and digital service purchase commitments of $ 93,352 ;

third-party cloud services of $ 56,113 ;

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All restructuring costs are excluded from segment and adjusted EBITDA.

During the three months ended September 30, 2023, we recognized benefits to restructuring expense of $ 334 , due to adjustments to our previously estimated restructuring expense for actions taken in our Vista business and central teams during March 2023.

We do not expect any additional material charges for these restructuring actions.

During the three months ended September 30, 2022, we recognized restructuring expense of $ 1,820 , which included $ 1,456 in our Vista business, $ 209 in our National Pen business and $ 155 in our Central and corporate costs.

During the three and six months ended December 31, 2023, we recognized restructuring expense of $ 483 and $ 149 , respectively.

The restructuring charges recognized in the current period primarily include adjustments made to the previously estimated restructuring expense for actions taken in our Vista and National Pen reportable segments.

We do not expect any additional material charges for these restructuring actions.

The following table summarizes the restructuring activity during the three months ended September 30, 2023.

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

reportable segment, related to the impairment and write-off of assets associated with our exit of the Japanese market.

Additionally, we recognized $3,561 for the three and six months ended December 31, 2022 within our All Other Businesses reportable segment, which included losses related to the sale of our Chinese business.

The following table summarizes the restructuring activity during the six months ended December 31, 2023.

Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability

4 unchanged sentences

Foreign currency translation 21 — 21

Balance as of September 30, 2023 $ 1,486 $ — $ 1,486

Balance as of December 31, 2023

$ 762 $ — $ 762

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements