What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-05-02 · 242 added, 361 removed, 510 unchanged (54% of the section changed)

2 unchanged sentences

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

September 30,

2024 June 30,

13 unchanged sentences

Intangible assets, net 72,071 76,560

Marketable securities, non-current — 4,497

Other assets 29,105 39,351

34 unchanged sentences

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Revenue $ 804,969 $ 757,294

5 unchanged sentences

Restructuring expense 99 ( 334 )

Income (loss) from operations 39,238 ( 12,197 ) 181,017 3,414

Income from operations 39,339 34,100

Other (expense) income, net ( 11,492 ) 6,419

1 unchanged sentence

Gain on early extinguishment of debt 179 1,372

Income (loss) before income taxes 5,429 ( 41,335 ) 95,169 ( 69,122 )

(Loss) income before income taxes ( 3,389 ) 12,691

Income tax expense 8,995 8,122

Net (loss) income ( 12,384 ) 4,569

Net loss (income) attributable to noncontrolling interests 1,203 484 ( 961 ) ( 1,676 )

Net (income) attributable to noncontrolling interests ( 165 ) ( 15 )

Net (loss) income attributable to Cimpress plc $ ( 12,549 ) $ 4,554

5 unchanged sentences

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Cost of revenue $ 223 $ 167

2 unchanged sentences

General and administrative expense 8,599 5,859

Restructuring expense — 1,492 — 2,141

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited in thousands)

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Net (loss) income $ ( 12,384 ) $ 4,569

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation gains (losses), net of hedges 6,712 ( 3,787 )

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 7,051 ( 4,667 ) 4,459 6,444

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges ( 8,399 ) 7,679

Amounts reclassified from accumulated other comprehensive loss to net (loss) income for derivative instruments 284 ( 3,548 )

Comprehensive income (loss) 492 ( 56,972 ) 53,390 ( 206,006 )

Comprehensive loss (income) attributable to noncontrolling interests 1,450 414 ( 952 ) 3,076

Total comprehensive income (loss) attributable to Cimpress plc $ 1,942 $ ( 56,558 ) $ 52,438 $ ( 202,930 )

Comprehensive (loss) income ( 13,787 ) 4,913

Comprehensive (income) loss attributable to noncontrolling interests ( 558 ) 79

Total comprehensive (loss) income attributable to Cimpress plc $ ( 14,345 ) $ 4,992

See accompanying notes.

9 unchanged sentences

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

Restricted share units vested, net of shares withheld for taxes 112 — — — ( 2,212 ) — — ( 2,212 )

Share-based compensation expense — — — — 10,653 — — 10,653

Net loss attributable to Cimpress plc — — — — — ( 25,441 ) — ( 25,441 )

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 2,725 ) — ( 2,725 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 13,822 13,822

Foreign currency translation, net of hedges — — — — — — ( 6,835 ) ( 6,835 )

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 )

Restricted share units vested, net of shares withheld for taxes 74 — — — ( 1,439 ) — — ( 1,439 )

Share-based compensation expense — — — — 8,891 — — 8,891

Net loss attributable to Cimpress plc — — — — — ( 49,326 ) — ( 49,326 )

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 5,636 ) ( 5,636 )

Foreign currency translation, net of hedges — — — — — — ( 1,596 ) ( 1,596 )

Balance at March 31, 2023 44,285 $ 615 ( 17,971 ) $ ( 1,363,550 ) $ 528,983 $ 206,826 $ ( 35,291 ) $ ( 662,417 )

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 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 2 — — — 82 — — 82

Restricted share units vested, net of shares withheld for taxes 236 — — — ( 8,403 ) — — ( 8,403 )

Share-based awards vested, net of shares withheld for taxes 236 — — — ( 8,403 ) — — ( 8,403 )

Share-based compensation expense — — — — 12,621 — — 12,621

4 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.

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

Balance at June 30, 2024 43,051 $ 604 ( 17,971 ) $ ( 1,363,550 ) $ 570,283 $ 272,881 $ ( 30,364 ) $ ( 550,146 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 22 — — — 1,000 — — 1,000

Purchase and retirement of ordinary shares ( 1,086 ) ( 12 ) — — ( 13,659 ) ( 87,058 ) — ( 100,729 )

Restricted share units vested, net of shares withheld for taxes 79 1 — — ( 3,882 ) — — ( 3,881 )

Purchase and cancellation of ordinary shares ( 123 ) ( 1 ) — — ( 1,713 ) ( 8,906 ) — ( 10,620 )

Share-based awards vested, net of shares withheld for taxes 282 3 — — ( 12,951 ) — — ( 12,948 )

Share-based compensation expense — — — — 16,573 — — 16,573

1 unchanged sentence

Redeemable noncontrolling interest accretion to redemption value — — — — — ( 503 ) — ( 503 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — 4,279 4,279

Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — ( 8,115 ) ( 8,115 )

Foreign currency translation, net of hedges — — — — — — 6,319 6,319

Balance at March 31, 2024 43,612 $ 610 ( 17,971 ) $ ( 1,363,550 ) $ 561,930 $ 206,295 $ ( 41,303 ) $ ( 636,018 )

Balance at September 30, 2024 43,232 $ 606 ( 17,971 ) $ ( 1,363,550 ) $ 573,192 $ 250,923 $ ( 32,160 ) $ ( 570,989 )

See accompanying notes.

1 unchanged sentence

(unaudited in thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

Operating activities

Net income (loss) $ 59,642 $ ( 213,091 )

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

Net (loss) income

$ ( 12,384 ) $ 4,569

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

Depreciation and amortization 35,546 39,942

2 unchanged sentences

Gain on early extinguishment of debt

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

( 260 ) ( 1,372 )

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

18,337 ( 6,261 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 10,370 ) 1,885

9 unchanged sentences

Purchases of property, plant and equipment ( 17,001 ) ( 22,565 )

Proceeds from the sale of subsidiaries, net of transaction costs and cash divested — ( 4,130 )

Business acquisitions, net of cash acquired — ( 498 )

Capitalization of software and website development costs ( 14,571 ) ( 14,397 )

Proceeds from the sale of assets 1,570 5,636

Purchases of marketable securities — ( 84,030 )

Proceeds from maturity of held-to-maturity investments 4,500 20,500

1 unchanged sentence

Financing activities

Proceeds from issuance of 7.375% Senior Notes due 2032

Payments for early redemption or purchase of 7.0% Senior Notes due 2026 ( 522,135 ) ( 19,815 )

Proceeds from borrowings of debt — 173

Payments of debt ( 4,497 ) ( 3,784 )

Payments for purchase of 7% Senior Notes due 2026 ( 24,471 ) —

Payments of debt issuance costs ( 8,445 ) —

Payments of purchase consideration included in acquisition-date fair value — ( 7,100 )

Payments of withholding taxes in connection with equity awards ( 12,948 ) ( 8,404 )

Payments of finance lease obligations ( 1,950 ) ( 2,768 )

Purchase of noncontrolling interests ( 65 ) ( 95,567 )

Purchase of ordinary shares ( 10,620 ) —

1 unchanged sentence

Distributions to noncontrolling interests ( 821 ) ( 549 )

Other financing activities — 113

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash 5,710 ( 1,477 )

Net increase (decrease) in cash and cash equivalents 24,025 ( 162,063 )

Net decrease in cash and cash equivalents ( 50,824 ) ( 5,114 )

Cash and cash equivalents at beginning of period 203,775 130,313

3 unchanged sentences

(unaudited in thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest $ 90,556 $ 70,796

Income taxes 39,307 23,494

Cash received during the period for:

Interest 11,208 8,008

Cash paid for interest

$ 35,248 $ 24,239

Cash received for interest

Cash (received) paid for income taxes

( 1,829 ) 15,794

Non-cash investing and financing activities

22 unchanged sentences

Actual results could differ from those estimates.

Marketable Securities

We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates.

Our policy is to invest in the following permitted classes of assets:

overnight money market funds invested in U.S.

Treasury securities and U.S.

government agency securities, U.S.

Treasury securities, U.S.

government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium-term notes.

We invest in securities with a remaining maturity of two years or less.

As the investments are classified as held-to-maturity, they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists.

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 and nine months ended March 31, 2024 and 2023.

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 March 31, 2024 and June 30, 2023.

March 31, 2024

Amortized cost Unrealized losses Fair value

Due within one year:

Corporate debt securities $ 2,500 $ ( 11 ) $ 2,489

government securities 3,999 ( 18 ) 3,981

Total held-to-maturity securities $ 6,499 $ ( 29 ) $ 6,470

June 30, 2023

Amortized cost Unrealized losses Fair value

Due within one year:

Commercial paper $ 15,982 $ ( 10 ) $ 15,972

Corporate debt securities 16,298 ( 190 ) 16,108

government securities 6,260 ( 69 ) 6,191

Total due within one year

38,540 ( 269 ) 38,271

Due between one and two years:

Corporate debt securities 1,498 ( 35 ) 1,463

government securities 2,999 ( 66 ) 2,933

Total due between one and two years 4,497 ( 101 ) 4,396

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

Ordinary Shares

During the three months ended March 31, 2024, we repurchased 1,085,574 of our ordinary shares on the open market and through privately negotiated transactions for $ 100,729 .

The repurchased shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of March 31, 2024.

The retirement of ordinary shares resulted in a reduction to the nominal value of our ordinary shares outstanding and additional paid in capital in proportion to the amount of total shares outstanding, with the remaining repurchase value recognized as a reduction to retained earnings.

During the three months ended September 30, 2024, we repurchased 123,325 of our ordinary shares on the open market for $ 10,620 .

The repurchased shares were immediately retired after repurchase and therefore have been classified as authorized and unissued shares as of September 30, 2024.

Other (Expense) Income, Net

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Gains (losses) on derivatives not designated as hedging instruments (1)

$ 9,071 $ ( 2,428 ) $ 3,715 $ 2,021

Currency-related (losses) gains, net (2)

Three Months Ended September 30,

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

$ ( 20,569 ) $ 8,312

Other (losses) gains

Currency-related gains (losses), net (2)

8,667 ( 2,699 )

3 unchanged sentences

(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 losses of $ 349 and $ 838 for the three and nine months ended March 31, 2024, respectively, and realized gains of $ 4,876 and $ 35,864 for the three and nine months ended March 31, 2023, respectively.

For contracts not designated as hedging instruments, we realized (losses) gains of $( 2,232 ) and $ 2,050 for the three months ended September 30, 2024 and 2023, respectively.

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

(2) Currency-related (losses) 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.

Refer to Note 4 for additional details relating to this cash flow hedge.

(2) Currency-related gains (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.

In addition, during the three months ended September 30, 2023, we recognized gains of $ 1,936 on a cross-currency swap designated as a cash flow hedge which hedges the remeasurement of an intercompany loan.

We did not hold any cross-currency swap contracts that were designated as cash flow hedges during the current quarter.

Refer to Note 4 for additional details regarding our cash flow hedges.

Net (Loss) Income Per Share Attributable to Cimpress plc

Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period.

Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), performance share units ("PSUs"), and warrants, if the effect of the securities is dilutive using the treasury stock method.

Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Weighted average shares outstanding, basic

25,167,845 26,468,769

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

— — 711,196 —

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

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 25,167,845 27,079,455

1 unchanged sentence

__________________

(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 (loss) income 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.

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

(2) On May 1, 2020, we entered into a financing arrangement 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 and nine months ended March 31, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants.

The weighted average anti-dilutive effect of the warrants was 309,000 for the three months ended March 31, 2024 (anti-dilutive due to our net loss position), and the weighted average dilutive effect of the warrants was 184,608 for the nine months ended March 31, 2024.

For the three and nine months ended March 31, 2023, 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 $ 18,397 and $ 48,499 for the three and nine months ended March 31, 2024, respectively, as compared to $ 8,734 and $ 31,405 for the three and nine months ended March 31, 2023.

During the current fiscal year, 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.

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 is 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 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 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.

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 March 31, 2024.

We have not recognized any losses on the planned sale of these

The sale of this facility has subsequently closed during April 2024, resulting in net cash proceeds of $ 16,785 and an immaterial gain on the sale.

For the three months ended September 30, 2024, the average market price of our ordinary shares was higher than the strike price of the warrants and the weighted average anti-dilutive effect of the warrants (anti-dilutive due to our net loss position) was 341,158 .

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, and the weighted average dilutive effect of the warrants was 98,319 .

Recently Issued or Adopted Accounting Pronouncements

Adopted Accounting Standards

Supply Chain Finance Programs

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

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 during the first quarter of fiscal year 2024, 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.

We facilitate a voluntary supply chain finance program through a financial intermediary, which provides certain suppliers the option to be paid by the financial intermediary earlier than the due date of the applicable invoice.

The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution.

Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program.

We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program, we do not receive financial incentives from the suppliers or the financial institution, nor do we reimburse suppliers for any costs they incur for participating in the program.

There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

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 in our consolidated balance sheets as of March 31, 2024 and June 30, 2023 were $ 52,555 and $ 44,522 , respectively.

Accounting Standards to be Adopted

14 unchanged sentences

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

observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

1 unchanged sentence

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.

March 31, 2024

September 30, 2024

Total Quoted Prices in

5 unchanged sentences

Currency forward contracts 17 — 17 —

Currency option contracts 45 — 45 —

Total assets recorded at fair value $ 10,159 $ — $ 10,159 $ —

10 unchanged sentences

Interest rate swap contracts $ 18,830 $ — $ 18,830 $ —

Cross-currency swap contracts 1,043 — 1,043 —

Currency forward contracts 3,642 — 3,642 —

1 unchanged sentence

Total assets recorded at fair value $ 23,652 $ — $ 23,652 $ —

Cross-currency swap contracts $ ( 1,777 ) $ — $ ( 1,777 ) $ —

Currency forward contracts $ ( 856 ) $ — $ ( 856 ) $ —

1 unchanged sentence

Total liabilities recorded at fair value $ ( 3,036 ) $ — $ ( 3,036 ) $ —

During the nine months ended March 31, 2024 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 three months ended September 30, 2024 and year ended June 30, 2024, 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.

2 unchanged sentences

In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement.

However, as of March 31, 2024, 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.

respective counterparties' nonperformance risk in the fair value measurement.

However, as of September 30, 2024, 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 March 31, 2024 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 March 31, 2024 and June 30, 2023, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,615,037 and $ 1,653,989 , respectively, and the fair value was $ 1,621,136 and $ 1,604,190 , respectively.

Our debt at March 31, 2024 includes variable-rate debt instruments indexed to Term SOFR and Euribor that reset periodically, as well as fixed-rate debt instruments.

Our held-to-maturity marketable securities are recognized at an amortized cost.

As of September 30, 2024, we had no held-to-maturity securities.

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 June 30, 2024.

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

We did not record an allowance for credit losses and impairments for these marketable securities during the three months ended September 30, 2024 and 2023.

June 30, 2024

Amortized cost Unrealized losses Fair value

Due within one year or less:

Corporate debt securities $ 1,500 $ ( 1 ) $ 1,499

government securities 3,000 ( 4 ) 2,996

Total held-to-maturity securities $ 4,500 $ ( 5 ) $ 4,495

As of September 30, 2024 and June 30, 2024, 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, 2024 and June 30, 2024, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,617,457 and $ 1,616,607 , respectively, and the fair value was $ 1,628,102 and $ 1,617,364 , respectively.

Our debt at September 30, 2024 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 March 31, 2024 and June 30, 2023, our held-to-maturity marketable securities were held at an amortized cost of $ 6,499 and $ 43,037 , respectively, while the fair value was $ 6,470 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.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

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We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt.

Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements.

Our objective in using interest rate swaps is to add stability to interest expense and manage our exposure to interest rate movements.

We designate our interest rate swaps as cash flow hedges.

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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 March 31, 2024, we estimate that $ 4,671 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2025.

As of March 31, 2024, we had eleven effective outstanding interest rate swap contracts that were indexed to Term or Daily SOFR.

As of September 30, 2024, we estimate that $ 1,935 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2025.

As of September 30, 2024, we had ten 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.

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Notional Amounts

Contracts accruing interest as of March 31, 2024 (1)

Contracts accruing interest as of September 30, 2024 (1)

Contracts with a future start date 430,000

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________________________

(1) Based on contracts outstanding as of March 31, 2024, 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 September 30, 2024, 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

Cross-Currency Swap Contracts

We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges.

We execute cross-currency swap contracts designated as net investment hedges.

Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate.

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At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.

Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S.

As of March 31, 2024, 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 March 31, 2024, we estimate that $ 399 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2025.

Cross-currency swap contracts designated as net investment hedges are executed to mitigate our currency exposure of net investments in subsidiaries that have reporting currencies other than the U.S.

As of September 30, 2024, we had one outstanding cross-currency swap contract designated as a net investment hedge with a total notional amount of $ 264,851 , maturing during June 2028.

We entered into the cross-currency swap contract to hedge the risk of changes in the U.S.

dollar equivalent value of a portion of our net investment in a consolidated subsidiary that has the Euro as its functional currency.

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

Other Currency Hedges

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dollar equivalent value of a portion of our net investment in consolidated subsidiaries that have the Euro as their functional currency.

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

As of March 31, 2024, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 315,002 that matures in May 2028.

The impact of net investment hedges is recognized in accumulated other comprehensive loss as a component of translation adjustments, net of hedges, and would only be reclassified to earnings if the hedged subsidiaries were no longer consolidated entities.

As of September 30, 2024, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 51,569 that matures in May 2028.

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

During the three and nine months ended March 31, 2024 and 2023, 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.

During the three months ended September 30, 2024 and 2023, 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.

Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program.

Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience volatility in our GAAP results as a result of our currency hedging program.

In most cases, we enter into these currency derivative contracts, for which we do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric.

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Our most significant net currency exposures by volume are the Euro and the British Pound (GBP).

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 March 31, 2024, 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.

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, 2024, 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

$ 671,510 June 2022 through March 2024 Various dates through March 2026 642 Various

$ 806,847 December 2022 through September 2024 Various dates through September 2026 655 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 March 31, 2024 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 September 30, 2024 and June 30, 2024.

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

March 31, 2024

September 30, 2024

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 $ 10,529 $ ( 387 ) $ 10,142 Other current liabilities / other liabilities $ — $ — $ —

Cross-currency swaps Other current assets — — — Other current liabilities ( 918 ) — ( 918 )

Derivatives in net investment hedging relationships

Cross-currency swaps Other assets — — — Other liabilities ( 8,535 ) — ( 8,535 )

Total derivatives designated as hedging instruments $ 10,529 $ ( 387 ) $ 10,142 $ ( 8,535 ) $ — $ ( 8,535 )

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Derivatives designated as hedging instruments

Interest rate swaps Other current assets / other assets $ 19,341 $ ( 123 ) $ 19,218 Other current liabilities / other liabilities $ — $ — $ —

Cross-currency swaps Other current assets — — — Other current liabilities ( 1,777 ) — ( 1,777 )

Derivatives in cash flow hedging relationships

Interest rate swaps Other assets $ 18,830 $ — $ 18,830 Other liabilities $ — $ — $ —

Derivatives in net investment hedging relationships

Cross-currency swaps Other assets 1,043 — 1,043 Other liabilities — — —

Total derivatives designated as hedging instruments $ 19,873 $ — $ 19,873 $ — $ — $ —

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Total derivatives not designated as hedging instruments $ 5,761 $ ( 1,982 ) $ 3,779 $ ( 3,435 ) $ 399 $ ( 3,036 )

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 and nine months ended March 31, 2024 and 2023:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

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Intercompany loan

( 2,129 ) 5,775

Currency forward contracts — ( 1,080 )

Total $ ( 10,528 ) $ 12,374

The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2024 and 2023:

The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2024 and 2023.

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

Statement of Operations

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

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Cross-currency swaps — ( 1,936 ) Other (expense) income, net

Total before income tax ( 3,378 ) ( 1,344 ) ( 7,580 ) ( 1,173 ) Income (loss) before income taxes

Total before income tax 321 ( 4,159 ) (Loss) income before income taxes

Income tax ( 37 ) 611 Income tax expense

Total $ 284 $ ( 3,548 )

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 2024 and 2023 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 months ended September 30, 2024 and 2023 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 March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Currency contracts $ ( 20,569 ) $ 8,312 Other (expense) income, net

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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 $ 2,572 for the nine months ended March 31, 2024 :

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

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 251 for the three months ended September 30, 2024 :

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

Balance as of June 30, 2024

$ 10,789 $ ( 706 ) $ ( 40,447 ) $ ( 30,364 )

Other comprehensive income (loss) before reclassifications

4,459 — ( 4,437 ) 22

Amounts reclassified from accumulated other comprehensive loss to net income (loss)

Other comprehensive (loss) income before reclassifications

( 8,399 ) — 6,319 ( 2,080 )

Net current period other comprehensive loss

Amounts reclassified from accumulated other comprehensive loss to net (loss) income

Net current period other comprehensive (loss) income

( 8,115 ) — 6,319 ( 1,796 )

Balance as of March 31, 2024

Balance as of September 30, 2024

$ 2,674 $ ( 706 ) $ ( 34,128 ) $ ( 32,160 )

________________________

(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 March 31, 2024 and June 30, 2023, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts designated as net investment hedges, net of tax, of $ 13,999 and $ 15,079 have been included in accumulated other comprehensive loss as of March 31, 2024 and June 30, 2023.

Intercompany loan hedge gains, net of tax, of $ 38,184 and $ 32,516 have been included in accumulated other comprehensive loss as of March 31, 2024 and June 30, 2023, respectively.

The carrying amount of goodwill by reportable segment as of March 31, 2024 and June 30, 2023 was as follows:

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

(2) As of September 30, 2024 and June 30, 2024, the translation adjustment is inclusive of both the realized and unrealized effects of our net investment hedges.

Gains on currency forward and swap contracts designated as net investment hedges, net of tax, of $ 8,751 and $ 15,042 have been included in accumulated other comprehensive loss as of September 30, 2024 and June 30, 2024.

Intercompany loan hedge gains, net of tax, of $ 39,415 and $ 48,270 have been included in accumulated other comprehensive loss as of September 30, 2024 and June 30, 2024, respectively.

The carrying amount of goodwill by reportable segment as of September 30, 2024 and June 30, 2024 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

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Effect of currency translation adjustments (1) 4,891 6,515 6,262 — 17,668

Balance as of March 31, 2024

Balance as of September 30, 2024

$ 300,176 $ 155,759 $ 153,950 $ 194,921 $ 804,806

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Accrued expenses included the following:

March 31, 2024 June 30, 2023

September 30, 2024 June 30, 2024

Compensation costs $ 79,842 $ 80,844

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Third-party manufacturing and digital content costs

Interest payable (2)

18,665 17,608

Shipping costs 12,739 10,088

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Professional fees 4,167 2,596

Restructuring costs (3)

Interest payable 1,371 3,658

Other 56,648 46,670

Total accrued expenses $ 266,677 $ 245,931

______________________

(1) The increase in advertising accrued expenses is due in part to the timing of invoice receipts which has resulted in higher accruals at March 31, 2024, as compared to accounts payable at June 30, 2023.

(2) The increase in interest payable as of March 31, 2024, 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 additional detail.

(3) The decrease in restructuring costs included in accrued expenses as of March 31, 2024 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:

March 31, 2024 June 30, 2023

Current portion of finance lease obligations $ 8,397 $ 9,938

September 30, 2024 June 30, 2024

Short-term derivative liabilities (1)

$ 13,031 $ 4,833

Current portion of finance lease obligations 8,241 8,323

Other 1,529 ( 20 )

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Other liabilities included the following:

March 31, 2024 June 30, 2023

September 30, 2024 June 30, 2024

Long-term finance lease obligations $ 27,049 $ 28,037

Long-term compensation incentives 13,828 17,127

Mandatorily redeemable noncontrolling interest 9,682 12,018

Long-term derivative liabilities (1)

Mandatorily redeemable noncontrolling interest 9,971 9,608

Other 20,480 20,949

Total other liabilities $ 85,498 $ 76,305

March 31, 2024 June 30, 2023

________________________

(1) The increase in derivative liabilities is due to fluctuations in currency exchange rates.

Refer to Note 4 for additional details regarding our derivative instruments.

September 30, 2024 June 30, 2024

7.375% Senior Notes due 2032 (1) $ 525,000 $ —

7.0% Senior Notes due 2026 (1)

Senior secured credit facility 1,083,880 1,084,627

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_____________________

(1) Balances as of March 31, 2024 and June 30, 2023 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,532 and $ 3,526 , respectively.

(1) On September 26, 2024, we completed a private placement of $ 525,000 in aggregate principal amount of 7.375% Senior Notes due 2032.

We used the net proceeds of this offering plus cash on hand to redeem the $ 522,135 of our 7.0% Senior Notes due 2026 and pay the associated interest and financing fees.

(2) During the three months ended September 30, 2024, we capitalized $ 9,682 in debt issuance costs, which related to the private placement of our 7.375% Senior Notes due 2032, as well as the amendment to our senior secured credit facility.

We wrote-off $ 2,187 of unamortized costs, which was offset by the write-off of $ 2,525 of debt premium related to the redemption of our 7.0% Senior Notes due 2026.

Refer to the description below for additional details.

(3) Balances as of September 30, 2024 and June 30, 2024 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 4,507 and $ 3,492 , respectively.

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

As of March 31, 2024, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement dated as of May 17, 2021 ("Restated Credit Agreement") and the indenture governing our 7.0% Senior Notes due 2026 ("2026 Notes").

As of September 30, 2024, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement dated as of May 17, 2021 (as further amended from time to time, the "Restated Credit Agreement") and the indenture governing our 2032 Notes.

Senior Secured Credit Facility

Our Restated Credit Agreement consists of the following:

• A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of the following outstanding borrowings at March 31, 2024:

◦ a $ 773,138 tranche that 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

On September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 (subject to a springing maturity to the date that is 91 days prior to the maturity date of the term loan facility if the term loan facility has not been extended, repaid or refinanced on or prior to such date) and reduced the related credit spread and commitment fee on unused balances.

Our Restated Credit Agreement consists of the following as of September 30, 2024:

• a $ 1,032,311 USD Tranche that bears interest at Term SOFR (with a Term SOFR rate floor of 0.50 %) plus 3.00 %,

• a € 46,172 (U.S.

dollar equivalent of $ 315,002 ) 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”), with no outstanding borrowings for any periods presented.

Borrowings under the Revolving Credit Facility 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.

We have no outstanding borrowings under our Revolving Credit Facility as of March 31, 2024.

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

dollar equivalent of $ 51,569 ) Euro Tranche that currently bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %, and

• a $ 250,000 senior secured revolving credit facility with a maturity date of September 26, 2029 (the “Revolving Credit Facility”), with no outstanding borrowings for any periods presented.

◦ Borrowings under the Revolving Credit Facility bear interest at Term SOFR (with a Term SOFR rate floor of 0 %) plus 2.25 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens;

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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 March 31, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.89 %, 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.

We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt.

Senior Unsecured Notes

As of March 31, 2024, 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 nine months ended March 31, 2024, 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, and we recognized gains on the extinguishment of debt of $ 1,721 .

As of September 30, 2024, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.37 %, inclusive of interest rate swap rates.

We are also required to pay a commitment fee for our Revolving Credit Facility on unused balances of 0.30 % to 0.45 % depending on our First

Lien Leverage Ratio.

We have pledged the assets and/or share capital of a number of our subsidiaries as collateral under our Restated Credit Agreement.

On September 26, 2024, we completed a private placement of $ 525,000 in aggregate principal amount of 7.375% senior unsecured notes due 2032 (the "2032 Notes").

We issued the 2032 Notes pursuant to a senior notes indenture dated as of September 26, 2024, among Cimpress plc, our subsidiary guarantors, and U.S Bank Trust Company, as trustee (the "Indenture").

We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 7.0% senior unsecured notes due 2026 (the "2026 Notes") at a redemption price equal to par of the principal amount, to pay all accrued unpaid interest thereon, and to pay all fees and expenses related to the redemption and offering.

As a result of the redemption, we incurred a gain on the extinguishment of debt of $ 338 which included the write-off of the associated unamortized debt premium of $ 2,525 which was partially offset by the write-off of unamortized debt issuance costs of $ 2,187 .

The 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032.

Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025, to the holders of record of the 2032 Notes at the close of business on March 1 or September 1, respectively, preceding such interest payment date.

The 2032 Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt.

The 2032 Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt.

Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities guarantees the 2032 Notes.

The Indenture under which the 2032 Notes are issued contains various covenants, including covenants that, subject to certain exceptions, limit our restricted subsidiaries’ ability to:

incur and/or guarantee additional debt;

pay dividends, repurchase shares or make certain other restricted payments;

enter into agreements limiting dividends and certain other restricted payments;

prepay, redeem or repurchase subordinated debt;

grant liens on assets;

merge, consolidate or transfer or dispose of substantially all of our consolidated assets;

sell, transfer or otherwise dispose of property and assets;

and engage in transactions with affiliates.

At any time prior to September 15, 2027, we may redeem some or all of the 2032 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the Indenture, plus, in each case, accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, to, but not including, the redemption date.

In addition, at any time prior to September 15, 2027, Cimpress may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes with the net proceeds of certain equity offerings by Cimpress at a redemption price equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any (which accrued and unpaid interest and Additional Amounts need not be funded with such proceeds), to, but not including, the redemption date.

At any time on or after September 15, 2027, Cimpress may redeem some or all of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the redemption date.

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

As of March 31, 2024 and June 30, 2023, we had $ 4,762 and $ 7,076 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 10,610 and $ 35,527 for the three and nine months ended March 31, 2024, respectively, as compared to $ 8,475 and $ 143,969 for the three and nine months ended March 31, 2023, respectively.

Tax expense increased for the three months as compared to the prior period primarily due to increased profits.

Tax expense decreased for the nine months as compared to the prior period due 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.

As of September 30, 2024 and June 30, 2024, we had $ 8,577 and $ 9,845 , respectively, outstanding for those obligations that are payable through September 2027.

Our income tax expense was $ 8,995 and $ 8,122 for the three months ended September 30, 2024 and 2023, respectively.

Income tax expense increased versus the prior comparative period due to various immaterial discrete items in both periods and an increased full-year forecasted effective tax rate.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal year 2025 than for fiscal year 2024 primarily due to increased forecasted full-year profits.

O ur 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.

These losses with no tax benefit were excluded in calculating income tax expense for the three months ended

September 30, 2024 and 2023, respectively, in accordance with U.S.

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.

Given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of our valuation allowance will no longer be needed.

A release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period the release is recorded.

However, the timing and amount of the valuation allowance release, if any, are unknown as this is subject to change on the basis of the level of profitability that we are able to actually achieve in future periods.

As of March 31, 2024 we had unrecognized tax benefits of $ 16,374 , including accrued interest and penalties of $ 2,087 .

As of September 30, 2024 we had unrecognized tax benefits of $ 16,272 , including accrued interest and penalties of $ 2,281 .

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

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Accretion to redemption value recognized in retained earnings (1) 503 —

Accretion to redemption value recognized in net income attributable to noncontrolling interests (1) 382 —

Net income attributable to noncontrolling interests 96 69

Distribution to noncontrolling interests ( 200 ) —

Purchase of noncontrolling interest ( 65 ) —

Foreign currency translation 365 28

Balance as of March 31, 2024

Balance as of September 30, 2024

$ 23,962 $ 731

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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 March 31, 2024, 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.

As of September 30, 2024, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

• Vista - Consists of the operations of our VistaPrint branded websites in North America, Western Europe, Australia, New Zealand, India, and Singapore.

This business also includes our 99designs by Vista business, which provides graphic design services, VistaCreate for do-it-yourself (DIY) design, our Vista x Wix partnership for small business websites, and our Vista Corporate Solutions business, which serves medium-sized businesses and large corporations.

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

• The Print Group - Includes the results of Easyflyer, Exaprint, Packstyle, Pixartprinting, and Tradeprint, a group of Upload & Print businesses that serve 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.

• National Pen - Serves small businesses across geographies including North America, Europe, and Australia.

The pens.com branded business sells through their ecommerce site and is supported by digital marketing methods as well as direct mail and telesales.

National Pen focuses on customized writing instruments and promotional products, apparel, and gifts for small- and medium-sized businesses.

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

◦ 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.

◦ Printi, a smaller business that is an online printing leader in Brazil.

For purposes of measuring and reporting our segment financial performance, we implemented changes to the methodology used for inter-segment transactions during the first quarter of fiscal 2025.

These transactions occur when one Cimpress business chooses to buy from or sell to another Cimpress business.

Under the new approach, a merchant business (the buyer) is cross charged the actual cost of fulfillment that includes product (e.g., labor, materials and overhead allocation) and shipping costs.

A fulfiller business (the seller) receives inter-segment revenue that includes the product costs plus a markup, as well as the shipping costs.

The fulfiller profit is included in the fulfiller’s segment results, but eliminated from consolidated reporting through an inter-segment EBITDA elimination .

The new approach allows our merchant businesses to access the ultimate Cimpress cost of fulfillment for a given product and therefore that ultimate Cimpress cost can be used to determine pricing, advertising spend, and other operational decisions.

Prior to this change, inter-segment transactions were based on marked-up pricing that resulted in the merchant business recognizing inter-segment cost of goods sold that was equal to inter-segment revenue that were recognized by the fulfiller business, as such there was no inter-segment EBITDA elimination under our prior method.

We have recast all prior periods presented for segment revenue and segment EBITDA to ensure comparability with the current fiscal year.

These changes in methodology have no impact on our consolidated financial results.

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

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In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses.

Any expense in excess of this amount as a result of the fair

value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.

Any expense in excess of this amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.

Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges.

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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 March 31, Nine Months Ended March 31,

Three Months Ended September 30,

2024 2023 (1)

Vista $ 417,896 $ 396,642 $ 1,299,694 $ 1,203,747

$ 429,494 $ 396,850

PrintBrothers

160,415 152,573

The Print Group

National Pen 89,181 81,113 307,008 283,400

84,072 79,437

93,404 86,796

All Other Businesses

57,143 51,425

Total segment revenue

824,528 767,081

Inter-segment eliminations (2)

( 19,559 ) ( 9,787 )

Total consolidated revenue $ 804,969 $ 757,294

_____________________

(1) The prior period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions.

Refer to the discussion above for further details.

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

Three Months Ended March 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 296,717 $ — $ — $ 51,932 $ 39,743 $ 388,392

Europe 99,381 149,552 85,532 28,928 — 363,393

Other 21,533 — — 1,183 6,087 28,803

Inter-segment 265 752 2,517 7,138 3,273 13,945

Total segment revenue 417,896 150,304 88,049 89,181 49,103 794,533

inter-segment elimination ( 265 ) ( 752 ) ( 2,517 ) ( 7,138 ) ( 3,273 ) ( 13,945 )

Total external revenue $ 417,631 $ 149,552 $ 85,532 $ 82,043 $ 45,830 $ 780,588

Nine Months Ended March 31, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 911,465 $ — $ — $ 163,896 $ 132,527 $ 1,207,888

Europe 315,926 465,472 253,360 120,147 — 1,154,905

Other 71,303 — — 4,591 20,558 96,452

Inter-segment 1,000 2,201 8,496 18,374 8,101 38,172

Total segment revenue 1,299,694 467,673 261,856 307,008 161,186 2,497,417

inter-segment elimination ( 1,000 ) ( 2,201 ) ( 8,496 ) ( 18,374 ) ( 8,101 ) ( 38,172 )

Total external revenue $ 1,298,694 $ 465,472 $ 253,360 $ 288,634 $ 153,085 $ 2,459,245

Three Months Ended March 31, 2023

Three Months Ended September 30, 2024

Vista PrintBrothers The Print Group National Pen All Other Total

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Total external revenue $ 428,591 $ 159,368 $ 80,907 $ 85,736 $ 50,367 $ 804,969

Nine Months Ended March 31, 2023

Three Months Ended September 30, 2023

Vista PrintBrothers The Print Group National Pen All Other Total

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inter-segment elimination (1)

( 498 ) ( 1,031 ) ( 1,635 ) ( 4,947 ) ( 1,676 ) ( 9,787 )

Total external revenue $ 396,352 $ 151,542 $ 77,802 $ 81,849 $ 49,749 $ 757,294

_____________________

(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 nine months ended March 31, 2023, 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 March 31, Nine Months Ended March 31,

(1) The prior period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions.

Refer to the discussion above for further details.

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

Three Months Ended September 30,

2024 2023 (1)

Segment EBITDA:

Vista $ 71,802 $ 60,392 $ 249,402 $ 146,286

$ 76,847 $ 78,578

PrintBrothers

20,156 20,210

The Print Group

National Pen 4,815 ( 3,336 ) 22,377 20,150

17,902 12,507

( 4,758 ) ( 8,762 )

All Other Businesses

Inter-segment elimination

( 5,500 ) ( 2,538 )

Total segment EBITDA 111,382 106,013

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Certain impairments and other adjustments 614 ( 525 )

Total income (loss) from operations

Total income from operations

39,339 34,100

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Gain on early extinguishment of debt 179 1,372

Income (loss) before income taxes

(Loss) income before income taxes

$ ( 3,389 ) $ 12,691

Three Months Ended March 31, Nine Months Ended March 31,

_____________________

(1) The prior period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions.

Refer to the discussion above for further details.

Three Months Ended September 30,

Depreciation and amortization:

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Total depreciation and amortization $ 35,546 $ 39,942

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Purchases of property, plant and equipment:

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Total purchases of property, plant and equipment $ 17,001 $ 22,565

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

Capitalization of software and website development costs:

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

March 31, 2024 June 30, 2023

September 30, 2024 June 30, 2024

Long-lived assets (1):

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___________________

(1) Excludes goodwill of $ 779,263 and $ 781,541 , intangible assets, net of $ 83,235 and $ 109,196 , deferred tax assets of $ 9,435 and $ 12,740 as of March 31, 2024 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 March 31, 2024.

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

Refer to Note 2 for additional details.

(1) Excludes goodwill of $ 804,806 and $ 787,138 , intangible assets, net of $ 72,071 and $ 76,560 , deferred tax assets of $ 97,003 and $ 95,059 , and equity method investments of $ 2,128 and $ 1,904 as of September 30, 2024 and June 30, 2024, respectively.

Commitments and Contingencies

Supply Chain Finance Program

The decision to sell receivables due from us is at the sole discretion of both the suppliers and the financial institution.

Our responsibility is limited to making payment on the terms originally negotiated with each supplier, regardless of whether a supplier participates in the program.

There are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial institution.

The outstanding obligations with our supply chain finance provider that are included in accounts payable in our consolidated balance sheets as of September 30, 2024 and June 30, 2024 were $ 62,389 and $ 62,848 , respectively.

Purchase Obligations

At March 31, 2024, we had unrecorded commitments under contract of $ 184,433 , including inventory, third-party fulfillment and digital service purchase commitments of $ 85,846 ;

At September 30, 2024, we had unrecorded commitments under contract of $ 231,826 , including inventory, third-party fulfillment and digital service purchase commitments of $ 94,562 ;

third-party cloud services of $ 46,075 ;

software of $ 35,758 ;

advertising of $ 2,861 ;

professional and consulting fees of $ 4,501 ;

production-related temporary labor of $10,278;

insurance costs of $9,595;

production and computer equipment purchases of $ 9,404 ;

professional and consulting fees of $ 6,988 ;

advertising of $ 2,025 ;

and other unrecorded purchase commitments of $ 17,140 .

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We expense the costs relating to our legal proceedings as those costs are incurred.

Restructuring Charges

Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs including third-party professional and outplacement services.

All restructuring costs are excluded from segment and adjusted EBITDA.

During the three and nine months ended March 31, 2024, we recognized restructuring expense of $ 128 and $ 277 , 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.

During the three and nine months ended March 31, 2023, we recognized restructuring expense of $ 30,115 and $ 43,142 , respectively.

For the three and nine months ended March 31, 2023, we recognized restructuring charges in our Vista business of $ 20,406 and $ 29,128 , and in our central and corporate costs of $ 9,075 and $ 9,330 , respectively.

These charges were related to actions taken during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus and accountability.

We also recognized restructuring charges in our National Pen business for the three and nine months ended March 31, 2023 in the amounts of $ 639 and $ 1,127 , respectively, which included employee termination benefits for actions to exit the Japanese market and to migrate our European production operations from Ireland to the Czech Republic.

Additionally, we recognized restructuring costs of $ 3,556 for the nine months ended March 31, 2023 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 nine months ended March 31, 2024.

Severance and Related Benefits Other Restructuring Costs Accrued Restructuring Liability

Balance as of June 30, 2023 $ 7,567 $ — $ 7,567

Restructuring charges 240 37 277

Cash payments ( 7,397 ) — ( 7,397 )

Non-cash charges — ( 37 ) ( 37 )

Foreign currency translation 5 — 5

Balance as of March 31, 2024

$ 415 $ — $ 415

Related Party Transaction

On March 3, 2024, we repurchased 300,000 of our outstanding ordinary shares, par value €0.01 per share, from The Spruce House Partnership LLC (“Spruce House”) in a privately negotiated transaction at a price of $ 97.50 per share, representing a discount of $ 2.14 to the closing price of our ordinary shares on March 1, 2024 (the “Transaction”).

Zachary Sternberg, a Managing Member of Spruce House, serves as a member of Cimpress’ Board of Directors and Audit Committee.

In light of the foregoing, the disinterested members of Cimpress’ Audit Committee reviewed the Transaction under our related person transaction policy and considered, among other things, Mr.

Sternberg’s and Spruce House’s interest in the Transaction, the approximate dollar value of the Transaction, and the purpose and the potential benefits to Cimpress of entering into the Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction was in our best interest.

The Transaction was effected pursuant to the share repurchase program approved by Cimpress’ Board of Directors and announced on January 31, 2024.

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