CMPR filing — read by section

Item 1. Financial Statements

Item 1. Financial Statements 
 
 CIMPRESS PLC 
 CONSOLIDATED BALANCE SHEETS 
 (unaudited in thousands, except share and per share data) 
 
 March 31,
2022 June 30,
2021 
 Assets 
 Current assets: 
 Cash and cash equivalents $ 161,512 $ 183,023 
 Marketable securities 95,637 152,248 
 Accounts receivable, net of allowances of $6,614 and $9,404, respectively 
 66,702 50,679 
 Inventory 97,919 70,044 
 Prepaid expenses and other current assets 108,740 72,504 
 
 Total current assets 530,510 528,498 
 Property, plant and equipment, net 298,827 328,679 
 Operating lease assets, net 79,051 87,626 
 Software and website development costs, net 92,266 87,690 
 Deferred tax assets 113,059 149,618 
 Goodwill 787,572 726,979 
 Intangible assets, net 171,813 186,744 
 Marketable securities, non-current 12,116 50,713 
 Other assets 38,296 35,951 
 Total assets $ 2,123,510 $ 2,182,498 
 Liabilities, noncontrolling interests and shareholders’ deficit 
 Current liabilities: 
 Accounts payable $ 229,774 $ 199,831 
 Accrued expenses 262,620 247,513 
 Deferred revenue 59,556 50,868 
 Short-term debt 10,922 9,895 
 Operating lease liabilities, current 28,293 26,551 
 Other current liabilities 27,206 103,515 
 
 Total current liabilities 618,371 638,173 
 Deferred tax liabilities 30,682 27,433 
 Long-term debt 1,699,434 1,732,511 
 
 Operating lease liabilities, non-current 55,888 66,222 
 Other liabilities 62,753 96,410 
 Total liabilities 2,467,128 2,560,749 
 Commitments and contingencies (Note 13) 
 
 Redeemable noncontrolling interests 119,834 71,120 
 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; 44,080,627 shares issued; 26,104,993 and 26,035,910 shares outstanding, respectively 
 615 615 
 Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, none and 25,000 issued and outstanding, respectively — 28 
 Treasury shares, at cost, 17,975,634 and 18,044,717 shares, respectively 
 ( 1,363,956 ) ( 1,368,595 ) 
 Additional paid-in capital 488,149 459,904 
 Retained earnings 461,363 530,159 
 Accumulated other comprehensive loss ( 49,623 ) ( 71,482 ) 
 
 
 Total shareholders' deficit ( 463,452 ) ( 449,371 ) 
 Total liabilities, noncontrolling interests and shareholders’ deficit $ 2,123,510 $ 2,182,498 
 

 
 See accompanying notes. 
 1 

 
 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 (unaudited in thousands, except share and per share data) 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Revenue $ 657,412 $ 573,362 $ 2,164,727 $ 1,940,766 
 Cost of revenue (1) 347,452 296,533 1,110,378 976,115 
 Technology and development expense (1) 75,291 62,572 212,835 186,097 
 Marketing and selling expense (1) 194,618 154,472 577,931 474,944 
 General and administrative expense (1) 50,888 62,358 144,162 147,149 
 Amortization of acquired intangible assets 14,180 13,506 41,520 40,264 
 Restructuring expense 3,420 ( 382 ) 3,418 1,714 
 
 
 (Loss) income from operations ( 28,437 ) ( 15,697 ) 74,483 114,483 
 Other income (expense), net 12,321 9,785 38,330 ( 16,167 ) 
 Interest expense, net ( 24,247 ) ( 29,002 ) ( 75,304 ) ( 89,659 ) 
 
 (Loss) income before income taxes ( 40,363 ) ( 34,914 ) 37,509 8,657 
 Income tax expense 29,529 3,927 56,208 23,675 
 Net loss ( 69,892 ) ( 38,841 ) ( 18,699 ) ( 15,018 ) 
 Add: Net (income) attributable to noncontrolling interest ( 1,925 ) ( 209 ) ( 5,027 ) ( 2,500 ) 
 Net loss attributable to Cimpress plc $ ( 71,817 ) $ ( 39,050 ) $ ( 23,726 ) $ ( 17,518 ) 
 Basic net loss per share attributable to Cimpress plc $ ( 2.75 ) $ ( 1.50 ) $ ( 0.91 ) $ ( 0.67 ) 
 Diluted net loss per share attributable to Cimpress plc $ ( 2.75 ) $ ( 1.50 ) $ ( 0.91 ) $ ( 0.67 ) 
 Weighted average shares outstanding — basic 26,102,610 26,003,675 26,090,460 25,984,300 
 Weighted average shares outstanding — diluted 26,102,610 26,003,675 26,090,460 25,984,300 

 ____________________________________________ 
 (1) Share-based compensation is allocated as follows: 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Cost of revenue $ 137 $ 99 $ 380 $ 233 
 Technology and development expense 3,397 2,284 9,655 5,690 
 Marketing and selling expense 2,961 1,808 8,436 4,247 
 General and administrative expense 6,209 5,354 17,744 12,901 
 

 
 
 See accompanying notes. 
 2 

 
 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
 (unaudited in thousands) 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Net loss $ ( 69,892 ) $ ( 38,841 ) $ ( 18,699 ) $ ( 15,018 ) 
 Other comprehensive loss, net of tax: 
 Foreign currency translation (losses) gains, net of hedges ( 4,281 ) ( 14,571 ) ( 922 ) 192 
 Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 7,222 5,809 2,799 13,447 
 Amounts reclassified from accumulated other comprehensive loss to net loss on derivative instruments 4,401 ( 3,085 ) 17,715 ( 8,382 ) 
 
 
 Gain (loss) on pension benefit obligation, net — — 444 ( 336 ) 
 Comprehensive (loss) income ( 62,550 ) ( 50,688 ) 1,337 ( 10,097 ) 
 Add: Comprehensive (income) loss attributable to noncontrolling interests ( 1,563 ) 1,260 ( 3,204 ) ( 3,720 ) 
 Total comprehensive loss attributable to Cimpress plc $ ( 64,113 ) $ ( 49,428 ) $ ( 1,867 ) $ ( 13,817 ) 

 See accompanying notes. 
 3 

 
 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT 
 (unaudited in thousands) 
 
 Ordinary Shares Deferred Ordinary Shares Treasury Shares 
 Number of
Shares
Issued Amount Number of
Shares
Issued Amount Number
of
Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated Other
Comprehensive
Loss Total
Shareholders’
Deficit 
 Balance at June 30, 2020 44,080 $ 615 25 $ 28 ( 18,195 ) $ ( 1,376,496 ) $ 438,616 $ 618,437 $ ( 88,676 ) $ ( 407,476 ) 
 Restricted share units vested, net of shares withheld for taxes — — — — 118 7,773 ( 13,366 ) — — ( 5,593 ) 
 
 Share-based compensation expense — — — — — — 8,577 — — 8,577 
 Net loss attributable to Cimpress plc — — — — — — — ( 10,755 ) — ( 10,755 ) 
 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 1,765 1,765 
 Foreign currency translation, net of hedges — — — — — — — — ( 609 ) ( 609 ) 
 Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 336 ) ( 336 ) 
 Balance at September 30, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 433,827 $ 607,682 $ ( 87,856 ) $ ( 414,427 ) 
 
 
 
 Share-based compensation expense — — — — — — 5,036 — — 5,036 
 Net income attributable to Cimpress plc — — — — — — — 32,287 — 32,287 
 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 1,086 ) — ( 1,086 ) 
 
 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 576 576 
 Foreign currency translation, net of hedges — — — — — — — — 12,683 12,683 
 
 Balance at December 31, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 438,863 $ 638,883 $ ( 74,597 ) $ ( 364,931 ) 

 See accompanying notes. 
 
 
 
 
 
 
 
 
 
 
 4 

 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) 
 (unaudited in thousands) 
 
 Ordinary Shares Deferred Ordinary Shares Treasury Shares 
 Number of
Shares
Issued Amount Number of
Shares
Issued Amount Number
of
Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated Other
Comprehensive
Loss Total
Shareholders’
Deficit 
 Balance at December 31, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 438,863 $ 638,883 $ ( 74,597 ) $ ( 364,931 ) 
 Restricted share units vested, net of shares withheld for taxes — — — — — 2 ( 3 ) — — ( 1 ) 
 
 Share-based compensation expense — — — — — — 9,572 — — 9,572 
 Net loss attributable to Cimpress plc — — — — — — — ( 39,050 ) — ( 39,050 ) 
 Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 13,102 ) ( 13,102 ) 
 Foreign currency translation, net of hedges — — — — — — — — 2,724 2,724 
 
 Balance at March 31, 2021 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,721 ) $ 448,432 $ 599,833 $ ( 84,975 ) $ ( 404,788 ) 
 See accompanying notes. 
 

 5 

 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) 
 (unaudited in thousands) 
 
 
 
 Ordinary Shares Deferred Ordinary Shares Treasury Shares 
 Number of
Shares
Issued Amount Number of
Shares
Issued Amount Number
of
Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated Other
Comprehensive
Loss Total
Shareholders’
Deficit 
 Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 530,159 $ ( 71,482 ) $ ( 449,371 ) 
 Restricted share units vested, net of shares withheld for taxes — — — — 54 3,516 ( 6,095 ) — — ( 2,579 ) 
 Share-based compensation expense — — — — — — 11,129 — — 11,129 
 Net loss attributable to Cimpress plc — — — — — — — ( 6,698 ) — ( 6,698 ) 
 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 7,592 ) — ( 7,592 ) 
 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 3,621 3,621 
 Foreign currency translation, net of hedges — — — — — — — — 674 674 
 Balance at September 30, 2021 44,080 $ 615 25 $ 28 ( 17,991 ) $ ( 1,365,079 ) $ 464,938 $ 515,869 $ ( 67,187 ) $ ( 450,816 ) 
 
 
 Restricted share units vested, net of shares withheld for taxes — — — — 11 743 ( 1,062 ) — — ( 319 ) 
 
 Share-based compensation expense — — — — — — 12,398 — — 12,398 
 Net income attributable to Cimpress plc — — — — — — — 54,789 — 54,789 
 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 8,444 ) — ( 8,444 ) 
 Purchase of noncontrolling interest — — — — — — ( 272 ) — — ( 272 ) 
 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 5,270 5,270 
 Foreign currency translation, net of hedges — — — — — — — — 4,146 4,146 
 Unrealized gain on pension benefit obligation, net of tax — — — — — — — — 444 444 
 
 Balance at December 31, 2021 44,080 $ 615 25 $ 28 ( 17,980 ) $ ( 1,364,336 ) $ 476,002 $ 562,214 $ ( 57,327 ) $ ( 382,804 ) 

 See accompanying notes. 
 
 
 
 
 6 

 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) 
 (unaudited in thousands) 
 
 Ordinary Shares Deferred Ordinary Shares Treasury Shares 
 Number of
Shares
Issued Amount Number of
Shares
Issued Amount Number
of
Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated Other
Comprehensive
Loss Total
Shareholders’
Deficit 
 Balance at December 31, 2021 44,080 $ 615 25 $ 28 ( 17,980 ) $ ( 1,364,336 ) $ 476,002 $ 562,214 $ ( 57,327 ) $ ( 382,804 ) 
 
 Restricted share units vested, net of shares withheld for taxes — — — — 4 380 ( 580 ) — — ( 200 ) 
 
 Purchase and cancellation of deferred ordinary shares — — ( 25 ) ( 28 ) — — — — — (28) 
 Share-based compensation expense — — — — — — 12,727 — — 12,727 
 Net loss attributable to Cimpress plc — — — — — — — ( 71,817 ) — ( 71,817 ) 
 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 29,034 ) — ( 29,034 ) 
 
 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 11,623 11,623 
 Foreign currency translation, net of hedges — — — — — — — — ( 3,919 ) ( 3,919 ) 
 
 Balance at March 31, 2022 44,080 $ 615 — $ — ( 17,976 ) $ ( 1,363,956 ) $ 488,149 $ 461,363 $ ( 49,623 ) $ ( 463,452 ) 

 See accompanying notes. 
 7 

 
 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (unaudited in thousands) 
 
 
 Nine Months Ended March 31, 
 2022 2021 
 Operating activities 
 Net loss $ ( 18,699 ) $ ( 15,018 ) 
 Adjustments to reconcile net loss to net cash provided by operating activities: 
 Depreciation and amortization 133,397 128,696 
 
 Share-based compensation expense 36,215 23,071 
 Impairment of long-lived assets — 19,882 
 Deferred taxes 26,636 2,513 
 
 
 
 
 Unrealized (gain) loss on derivatives not designated as hedging instruments included in net loss ( 25,639 ) 18,280 
 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 5,847 ) 2,537 
 
 Other non-cash items ( 8,204 ) 2,149 
 
 Changes in operating assets and liabilities: 
 Accounts receivable ( 17,764 ) ( 9,651 ) 
 Inventory ( 31,964 ) 4,982 
 Prepaid expenses and other assets ( 18,776 ) ( 5,242 ) 
 Accounts payable 35,860 10,590 
 Accrued expenses and other liabilities 26,501 36,159 
 Net cash provided by operating activities 131,716 218,948 
 Investing activities 
 Purchases of property, plant and equipment ( 42,142 ) ( 22,736 ) 
 
 Business acquisitions, net of cash acquired ( 75,258 ) ( 36,395 ) 
 
 Capitalization of software and website development costs ( 49,875 ) ( 45,321 ) 
 
 Proceeds from the sale of assets 27,466 3,574 
 
 Proceeds from maturity of held-to-maturity investments 93,679 — 
 
 Payments for settlement of derivatives designated as hedging instruments ( 1,880 ) — 
 Other investing activities ( 617 ) ( 269 ) 
 Net cash used in investing activities ( 48,627 ) ( 101,147 ) 
 Financing activities 
 Proceeds from borrowings of debt — 534,051 
 
 
 
 
 Payments of debt ( 11,149 ) ( 639,519 ) 
 
 
 
 Payments of debt issuance costs ( 1,440 ) ( 2,461 ) 
 Payments of purchase consideration included in acquisition-date fair value ( 43,647 ) ( 1,205 ) 
 Payments of withholding taxes in connection with equity awards ( 3,098 ) ( 5,593 ) 
 Payments of finance lease obligations ( 35,099 ) ( 5,486 ) 
 Purchase of noncontrolling interests ( 324 ) ( 5,063 ) 
 
 
 
 Distribution to noncontrolling interest ( 3,963 ) ( 4,599 ) 
 Other financing activities ( 26 ) ( 310 ) 
 Net cash used in financing activities ( 98,746 ) ( 130,185 ) 
 
 
 Effect of exchange rate changes on cash ( 5,854 ) 3,727 
 
 Net decrease in cash and cash equivalents ( 21,511 ) ( 8,657 ) 
 Cash and cash equivalents at beginning of period 183,023 45,021 
 Cash and cash equivalents at end of period $ 161,512 $ 36,364 

 
 
 See accompanying notes. 
 
 
 
 
 
 
 
 
 
 
 
 
 8 

 
 

 CIMPRESS PLC 
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) 
 (unaudited in thousands) 
 
 Nine Months Ended March 31, 
 2022 2021 
 Supplemental disclosures of cash flow information 
 Cash paid during the period for: 
 Interest $ 63,498 $ 66,314 
 Income taxes 23,587 13,056 
 Non-cash investing and financing activities 
 
 Property and equipment acquired under finance leases 3,755 5,630 
 Amounts accrued related to property, plant and equipment 10,115 6,711 
 Amounts accrued related to capitalized software development costs 215 1,313 
 Amounts accrued related to business acquisitions 8,555 44,680 

 See accompanying notes. 
 9 

 
 
 

 CIMPRESS PLC 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 (unaudited in thousands, except share and per share data) 
 
 
 
 1. Description of the Business 
 Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally. 
 In October 2021 our Vistaprint business and reportable segment began evolving its brand architecture to "Vista". Brands like "VistaPrint", "VistaCreate", "99designs by Vista", and "Vista Corporate Solutions" now operate within the "Vista" brand architecture. This move should help open customers' minds to allow us to serve a broader set of their needs across a wide range of products and solutions that includes design, social media and web presence as well as print. No changes were made to our internal organizational or reporting structure as a result of this rebranding, but we we now refer to this reportable segment as "Vista". 
 
 2. Summary of Significant Accounting Policies 
 Basis of Presentation 
 
 
 The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets. 
 Use of Estimates 
 
 
 The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. 
 
 
 In light of the recent Russian invasion of Ukraine and the related sanctions that have been placed on certain Russian entities and activities, we have evaluated the impacts that these events have on our business and on our financial results. We have no material exposure to Ukraine and Russia in terms of revenue, supply and tangible assets. We also considered any triggering events for our intangibles assets and due to the limited exposure we have to both countries, we concluded that no triggering events have occurred. We do have employees in Ukraine from our recently acquired Depositphotos business, and we are providing financial and other assistance to those employees. The impact of these costs are not material to our financial results. 
 Significant Accounting Policies 
 Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2021. 
 10 

 
 

 Revision of Prior Period Financial Statements 
 Foreign Currency Gains Associated with Intercompany Loan Hedge 
 During the second fiscal quarter of 2022, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the year ended June 30, 2021 and three months ended September 30, 2021, we incorrectly recognized $ 7,518 and $ 9,027 , respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have an impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented. 
 
 Consolidated Balance Sheets As of September 30, 2021 
 Reported Adjustments Revised 
 Accumulated other comprehensive loss $ ( 83,732 ) $ 16,545 $ ( 67,187 ) 
 Retained earnings 532,414 ( 16,545 ) 515,869 
 
 As of June 30, 2021 
 Reported Adjustments Revised 
 Accumulated other comprehensive loss $ ( 79,000 ) $ 7,518 $ ( 71,482 ) 
 Retained earnings 537,677 ( 7,518 ) 530,159 
 
 Consolidated Statements of Operations Three months ended 
September 30, 2021 
 Reported Adjustments Revised 
 Other income (expense), net $ 22,197 $ ( 9,027 ) $ 13,170 
 Income (loss) before income taxes 13,448 ( 9,027 ) 4,421 
 Net income (loss) 4,067 ( 9,027 ) ( 4,960 ) 
 Net income (loss) attributable to Cimpress plc 2,329 ( 9,027 ) ( 6,698 ) 
 Net income (loss) per share attributable to Cimpress plc: 
 Basic $ 0.09 $ ( 0.35 ) $ ( 0.26 ) 
 Diluted $ 0.09 $ ( 0.35 ) $ ( 0.26 ) 
 
 Consolidated Statements of Comprehensive Loss Three months ended 
September 30, 2021 
 Reported Adjustments Revised 
 Net income (loss) $ 4,067 $ ( 9,027 ) $ ( 4,960 ) 
 Foreign currency translation losses, net of hedges ( 9,210 ) 9,027 ( 183 ) 
 
 Consolidated Statements of Shareholders' Deficit Three months ended 
September 30, 2021 
 Reported Adjustments Revised 
 Net income (loss) attributable to Cimpress plc $ 2,329 $ ( 9,027 ) $ ( 6,698 ) 
 Foreign currency translation, net of hedges ( 8,353 ) 9,027 674 
 
 Consolidated Statements of Cash Flows Three months ended 
September 30, 2021 
 Reported Adjustments Revised 
 Net income (loss) $ 4,067 $ ( 9,027 ) $ ( 4,960 ) 
 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 8,853 ) 9,027 174 
 

 
 
 
 11 

 
 

 
 Consolidated Statements of Operations Year ended 
June 30, 2021 
 Reported Adjustments Revised 
 Other income (expense), net $ ( 11,835 ) $ ( 7,518 ) $ ( 19,353 ) 
 Loss before income taxes ( 56,036 ) ( 7,518 ) ( 63,554 ) 
 Net loss ( 74,939 ) ( 7,518 ) ( 82,457 ) 
 Net loss attributable to Cimpress plc ( 77,711 ) ( 7,518 ) ( 85,229 ) 
 Net loss per share attributable to Cimpress plc: 
 Basic $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 ) 
 Diluted $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 ) 
 
 Consolidated Statements of Comprehensive (Loss) Income Year ended 
June 30, 2021 
 Reported Adjustments Revised 
 Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 ) 
 Foreign currency translation losses, net of hedges 5,397 7,518 12,915 
 
 Consolidated Statements of Shareholders' Equity (Deficit) Year ended 
June 30, 2021 
 Reported Adjustments Revised 
 Net loss attributable to Cimpress plc $ ( 77,711 ) $ ( 7,518 ) $ ( 85,229 ) 
 Foreign currency translation, net of hedges 3,765 7,518 11,283 
 
 Consolidated Statements of Cash Flows Year ended 
June 30, 2021 
 Reported Adjustments Revised 
 Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 ) 
 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 7,278 ) 7,518 240 
 

 Presentation of Revenue and Cost of Revenue 
 During the first quarter of fiscal 2022, we identified an immaterial error related to the presentation of revenue for one-to-one design service arrangements that overstated revenue and cost of revenue for the period from October 1, 2020 through June 30, 2021. On October 1, 2020 we acquired the 99designs business, which is presented as part of our Vista reportable segment, and after acquisition we recognized revenue on a gross basis as if we were the principal to the transactions. During the first quarter of fiscal 2022, we reconsidered the guidance of ASC 606-10-55-39 and confirmed we are the principal for contest arrangements; however, the one-to-one design service portion of 99designs revenue is governed by different terms and conditions. We evaluated whether we have control over these services before the design is transferred to the customer, as we leverage a network of third-party designers to fulfill this offering. The pricing and fulfillment responsibility aspects of the one-to-one design arrangements led us to conclude we are an agent to these specific transactions. 
 The revision for the three and nine months ended March 31, 2021 is summarized in the table below. 
 Consolidated Statements of Operations Three months ended 
March 31, 2021 
 Reported Adjustments Revised 
 Revenue $ 578,851 $ ( 5,489 ) $ 573,362 
 Cost of revenue 302,022 ( 5,489 ) 296,533 
 
 Nine months ended
March 31, 2021 
 Reported Adjustments Revised 
 Revenue $ 1,951,496 $ ( 10,730 ) $ 1,940,766 
 Cost of revenue 986,845 ( 10,730 ) 976,115 

 The impact of this revision will result in a decrease to revenue and cost of revenue for fiscal year 2021 of $ 16,552 . 
 12 

 
 

 Management assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin (“SAB” No. 99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250") and ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements) and concluded that these misstatements were not material to any prior annual or interim periods. 
 
 
 Purchase and Sale of Leased Facility 
 During the second quarter of fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, resulting in a $ 23,534 decrease in the current portion of our finance lease obligations. We immediately sold this facility to a separate third party for $ 23,226 . Due to an impairment charge recognized during the third quarter of fiscal 2021 that resulted from triggering events that assumed a less advantageous sublease scenario than the current-quarter sale, we recognized a $ 3,324 gain on the sale of the asset within general and administrative expense on our consolidated statement of operations during the nine months ended March 31, 2022. 
 For the nine months ended March 31, 2022, our consolidated statement of cash flows includes a $ 23,226 cash inflow for the sale of the facility presented as an investing activity as part of proceeds from the sale of assets and a $ 27,885 cash outflow for the exercise of the purchase option presented as a financing activity as part of payments of finance lease obligations. 
 
 
 Marketable Securities 
 We hold certain investments that are classified as held-to-maturity (HTM) 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-specifically U.S. Treasury bills, notes, and bonds, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We generally invest in securities with a 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, 2022, and we held no marketable securities during the prior comparative periods. 
 The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of March 31, 2022 and June 30, 2021. 
 
 
 
 March 31, 2022 
 Amortized cost Unrealized gains Unrealized losses Fair value 
 Due within one year or less: 
 Commercial paper $ 18,998 $ — $ ( 14 ) $ 18,984 
 Corporate debt securities 76,639 3 ( 324 ) 76,318 
 Total due within one year or less 95,637 3 ( 338 ) 95,302 
 Due between one and two years: 
 Corporate debt securities 12,116 — ( 233 ) 11,883 
 Total held-to-maturity securities $ 107,753 $ 3 $ ( 571 ) $ 107,185 

 
 
 13 

 
 

 
 June 30, 2021 
 Amortized cost Unrealized losses Fair value 
 Due within one year or less: 
 Commercial paper $ 74,463 $ ( 28 ) $ 74,435 
 Corporate debt securities 77,785 ( 57 ) 77,728 
 Total due within one year or less 152,248 ( 85 ) 152,163 
 Due after one year through two years: 
 Corporate debt securities 50,713 ( 90 ) 50,623 
 Total held-to-maturity securities $ 202,961 $ ( 175 ) $ 202,786 

 
 Other Income (Expense), Net 
 The following table summarizes the components of other income (expense), net: 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Gains (losses) on derivatives not designated as hedging instruments (1) $ 11,210 $ 18,724 $ 31,017 $ ( 13,791 ) 
 Currency-related (losses) gains, net (2)(3) ( 672 ) ( 8,841 ) 5,202 ( 2,957 ) 
 Other gains (losses) 1,783 ( 98 ) 2,111 581 
 Total other income (expense), net $ 12,321 $ 9,785 $ 38,330 $ ( 16,167 ) 

 _____________________ 
 (1) Primarily relates to both realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as certain interest rate swap contracts that have been de-designated from hedge accounting due to their ineffectiveness. The ineffective portion of interest rate swap contracts which had been de-designated amounted to gains of $ 6,580 and $ 6,364 for the three and nine months ended March 31, 2022, respectively, and gains of $ 6,394 and $ 6,759 for the three and nine months ended March 31, 2021, respectively. 
 (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net are primarily driven by this intercompany activity for the periods presented. In addition, we have certain cross-currency swaps designated as cash flow hedges which hedge the remeasurement of certain intercompany loans; both are presented in the same component above. Unrealized gains related to cross-currency swaps were $ 1,770 and $ 8,126 during the three and nine months ended March 31, 2022, respectively, while there were unrealized gains of $ 6,288 and unrealized losses of $ 5,233 during the three and nine months ended March 31, 2021, respectively. 
 (3) During the second quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to reduce the gains presented above by $ 9,027 for the nine months ended March 31, 2022. Refer to the "Revision of Prior Period Financial Statements" section above for additional details. 
 
 
 Net Loss Per Share Attributable to Cimpress plc 
 Basic net loss per share attributable to Cimpress plc is computed by dividing net loss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net loss 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. 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. 
 
 
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 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, 
 2022 2021 2022 2021 
 Weighted average shares outstanding, basic and diluted (1) 26,102,610 26,003,675 26,090,460 25,984,300 
 
 
 Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (2) 908,354 621,172 770,500 485,067 

 ___________________ 
 (1) In the periods in which a net loss is recognized, the impact of share options, RSUs, RSAs and warrants is not included as they are anti-dilutive. 
 (2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants 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, 2022, the weighted average dilutive effect of the warrants was 103,443 and 264,963 shares, respectively, as compared to 412,473 and 348,973 shares for the three and nine months ended March 31, 2021, respectively. 
 Recently Issued or Adopted Accounting Pronouncements 
 Adopted Accounting Standards 
 In October 2021, the FASB issued Accounting Standards Update No. 2021-08 "Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-08), which provides authoritative guidance for the accounting of acquired contract assets and liabilities when an acquired company has applied ASC 606 - Revenue from Contracts with Customers. We early adopted the standard in the second quarter of fiscal year 2022, which allowed us to record the deferred revenue contract liability as it relates to our acquisition of Depositphotos at carrying value. Refer to Note 7 for additional information relating to our Depositphotos acquisition . The impact of this adoption did not have a material effect on our consolidated financial statements. 
 In July 2021, the FASB issued Accounting Standards Update No. 2021-08 "Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments. We early adopted the standard in the second quarter of fiscal year 2022, which provides the option for lessors to classify direct-financing or sales-type leases as operating leases if a loss would have been incurred at lease commencement when considering non-indexed variable lease payments in the classification test. We sublease a small number of equipment assets which are classified as direct-financing leases; the variable lease payments associated with these leases would not have created a loss on day one. Therefore, the impact of this adoption had no effect on our consolidated financial statements. 
 Issued Accounting Standards to be Adopted 
 In May 2021, the FASB issued Accounting Standards Update No. 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The standard is effective for us on July 1, 2022, early adoption is permitted, and, once adopted, the standard is to be applied prospectively. We recognize freestanding equity-classified warrants on our consolidated balance sheets which could be affected by future modifications or exchanges under this standard. We do not expect the impact of adopting ASU 2021-04 to have a material effect on our consolidated financial statements. 
 
 
 
 3. Fair Value Measurements 
 We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: 
 • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. 
 • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are 
 15 

 
 

 observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. 
 • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 
 
 
 A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: 
 
 March 31, 2022 
 Total Quoted Prices in
Active
Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) 
 Assets 
 Interest rate swap contracts $ 4,060 $ — $ 4,060 $ — 
 Cross-currency swap contracts 1,535 — 1,535 $ — 
 Currency forward contracts 13,056 — 13,056 — 
 Currency option contracts 3,848 — 3,848 — 
 Total assets recorded at fair value $ 22,499 $ — $ 22,499 $ — 
 
 Liabilities 
 Interest rate swap contracts $ ( 151 ) $ — $ ( 151 ) $ — 
 Cross-currency swap contracts ( 5,064 ) — ( 5,064 ) — 
 Currency forward contracts ( 2,044 ) — ( 2,044 ) — 
 Currency option contracts ( 800 ) — ( 800 ) — 
 Total liabilities recorded at fair value $ ( 8,059 ) $ — $ ( 8,059 ) $ — 

 
 
 
 June 30, 2021 
 Total Quoted Prices in
Active
Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) 
 Assets 
 Currency forward contracts $ 1,679 $ — $ 1,679 $ — 
 Total assets recorded at fair value $ 1,679 $ — $ 1,679 $ — 
 
 Liabilities 
 Interest rate swap contracts $ ( 25,193 ) $ — $ ( 25,193 ) $ — 
 Cross-currency swap contracts ( 9,914 ) — ( 9,914 ) — 
 Currency forward contracts ( 19,651 ) — ( 19,651 ) — 
 Currency option contracts ( 3,080 ) — ( 3,080 ) — 
 Total liabilities recorded at fair value $ ( 57,838 ) $ — $ ( 57,838 ) $ — 

 During the nine months ended March 31, 2022 and year ended June 30, 2021, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications. 
 The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In 
 16 

 
 

 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, 2022, 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, 2022 and June 30, 2021, 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, 2022 and June 30, 2021, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,730,650 and $ 1,764,856 , respectively, and the fair value was $ 1,723,041 and $ 1,767,209 , respectively. Our debt at March 31, 2022 includes variable-rate debt instruments indexed to LIBOR that resets 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, 2022 and June 30, 2021 our held-to-maturity marketable securities were held at an amortized cost of $ 107,753 and $ 202,961 , respectively, while the fair value was $ 107,185 and $ 202,786 , 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. 
 
 4. Derivative Financial Instruments 
 We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. 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 (expense), net. 
 Hedges of Interest Rate Risk 
 We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. 
 
 
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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, 2022, we estimate that $ 2,918 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending March 31, 2023. As of March 31, 2022, we had fourteen outstanding interest rate swap contracts indexed to USD LIBOR, six of which were not highly effective and therefore not designated for hedge accounting. These hedges have varying start dates and maturity dates through April 2028. 
 
 Interest rate swap contracts outstanding: Notional Amounts 
 Contracts accruing interest as of March 31, 2022 
 $ 400,000 
 Contracts with a future start date 430,000 
 Total $ 830,000 

 
 Hedges of Currency Risk 
 Cross-Currency Swap Contracts 
 From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. 
 Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of March 31, 2022, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $ 120,874 , both maturing during June 2024. We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency. 
 Amounts reported in accumulated other comprehensive loss will be reclassified to other income (expense), net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of March 31, 2022, we estimate that $ 2,982 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2023. 
 Other Currency Hedges 
 We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. 
 As of March 31, 2022, we had four currency forward contracts designated as net investment hedges with a total notional amount of $ 122,041 , maturing during various dates through October 2026. We also have one intercompany loan designated as a net investment hedge with a total notional amount of $ 364,524 that matures in May 2028. We designate these hedges to mitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in two 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. 
 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, 2022 and 2021, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. 
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 As of March 31, 2022, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: 
 
 Notional Amount Effective Date Maturity Date Number of Instruments Index 
 $ 427,594 June 2020 through March 2022 Various dates through October 2024 621 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, 2022 and June 30, 2021. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. 
 
 March 31, 2022 
 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 assets $ 2,109 $ — $ 2,109 Other current liabilities / other liabilities $ ( 430 ) $ 288 $ ( 142 ) 
 Cross-currency swaps Other assets 1,535 — 1,535 Other liabilities ( 5,064 ) — ( 5,064 ) 
 Derivatives in net investment hedging relationships 
 
 Currency forward contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 2,536 ) 628 ( 1,908 ) 
 Total derivatives designated as hedging instruments $ 3,644 $ — $ 3,644 $ ( 8,030 ) $ 916 $ ( 7,114 ) 
 
 Derivatives not designated as hedging instruments 
 Interest rate swaps Other assets $ 1,951 $ — $ 1,951 Other liabilities $ ( 9 ) $ — $ ( 9 ) 
 
 Currency forward contracts Other current assets / other assets 14,975 ( 1,919 ) 13,056 Other current liabilities / other liabilities ( 741 ) 605 ( 136 ) 
 Currency option contracts Other current assets / other assets 3,925 ( 77 ) 3,848 Other liabilities ( 945 ) 145 ( 800 ) 
 Total derivatives not designated as hedging instruments $ 20,851 $ ( 1,996 ) $ 18,855 $ ( 1,695 ) $ 750 $ ( 945 ) 
 

 
 
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 June 30, 2021 
 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 $ — $ — $ — Other current liabilities / other liabilities $ ( 23,527 ) $ 176 $ ( 23,351 ) 
 Cross-currency swaps Other assets — — — Other liabilities ( 9,914 ) — ( 9,914 ) 
 Derivatives in Net Investment Hedging Relationships 
 
 Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 11,379 ) — ( 11,379 ) 
 Total derivatives designated as hedging instruments $ — $ — $ — $ ( 44,820 ) $ 176 $ ( 44,644 ) 
 
 Derivatives not designated as hedging instruments 
 Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 1,842 ) $ — $ ( 1,842 ) 
 
 Currency forward contracts Other current assets / other assets 1,796 ( 117 ) 1,679 Other current liabilities / other liabilities ( 11,510 ) 3,238 ( 8,272 ) 
 Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 3,315 ) 235 ( 3,080 ) 
 Total derivatives not designated as hedging instruments $ 1,796 $ ( 117 ) $ 1,679 $ ( 16,667 ) $ 3,473 $ ( 13,194 ) 
 

 
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 The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the three and nine months ended March 31, 2022 and 2021 : 
 
 Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Derivatives in cash flow hedging relationships 
 Interest rate swaps $ 12,446 $ 6,244 $ 17,986 $ 7,386 
 Cross-currency swaps ( 5,224 ) ( 435 ) ( 15,187 ) 6,061 
 Derivatives in net investment hedging relationships 
 
 Intercompany loan 2,515 — 19,901 — 
 Currency forward contracts 1,176 8,064 7,590 ( 16,768 ) 
 Total $ 10,913 $ 13,873 $ 30,290 $ ( 3,321 ) 

 
 
 The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2022 and 2021: 
 
 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, 
 2022 2021 2022 2021 
 Derivatives in cash flow hedging relationships 
 Interest rate swaps $ 2,684 $ ( 4,396 ) $ 8,154 $ 227 Interest expense, net 
 Cross-currency swaps 2,538 661 10,346 ( 9,631 ) Other income (expense), net 
 Total before income tax 5,222 ( 3,735 ) 18,500 ( 9,404 ) (Loss) income before income taxes 
 Income tax ( 821 ) 650 ( 785 ) 1,022 Income tax expense 
 Total $ 4,401 $ ( 3,085 ) $ 17,715 $ ( 8,382 ) 

 
 
 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, 2022 and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments. 
 
 Amount of Gain (Loss) Recognized in Net Loss Affected line item in the 
Statement of Operations 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Currency contracts $ 4,630 $ 12,329 $ 24,653 $ ( 20,635 ) Other income (expense), net 
 Interest rate swaps 6,580 6,395 6,364 6,844 Other income (expense), net 
 Total $ 11,210 $ 18,724 $ 31,017 $ ( 13,791 ) 

 21 

 
 
 

 5. Accumulated Other Comprehensive Loss 
 The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 640 , for the nine months ended March 31, 2022 : 
 
 (Losses) gains on cash flow hedges (1) (Losses) gains on pension benefit obligation Translation adjustments, net of hedges (2) Total 
 Balance as of June 30, 2021 $ ( 23,831 ) $ ( 1,735 ) $ ( 45,916 ) $ ( 71,482 ) 
 Other comprehensive income before reclassifications 2,799 444 901 4,144 
 Amounts reclassified from accumulated other comprehensive loss to net loss 17,715 — — 17,715 
 Net current period other comprehensive income 20,514 444 901 21,859 
 Balance as of March 31, 2022 $ ( 3,317 ) $ ( 1,291 ) $ ( 45,015 ) $ ( 49,623 ) 

 ________________________ 
 (1) (Losses) 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, 2022 and June 30, 2021, the translation adjustment is inclusive of the effects of our net investment hedges, of which unrealized gains of $ 11,561 and $ 1,457 , respectively, net of tax, have been included in accumulated other comprehensive loss. 
 
 
 
 6. Goodwill 
 The carrying amount of goodwill by reportable segment as of March 31, 2022 and June 30, 2021 was as follows: 
 Vista PrintBrothers The Print Group All Other Businesses Total 
 Balance as of June 30, 2021 $ 225,147 $ 137,307 $ 164,220 $ 200,305 $ 726,979 
 Acquisitions (1) 73,168 9,253 — — 82,421 
 
 
 Adjustments ( 821 ) — — — ( 821 ) 
 Effect of currency translation adjustments (2) ( 2,445 ) ( 8,356 ) ( 10,206 ) — ( 21,007 ) 
 Balance as of March 31, 2022 $ 295,049 $ 138,204 $ 154,014 $ 200,305 $ 787,572 

 ________________________ 
 (1) On October 1, 2021, we acquired Depositphotos Inc., which is included in our Vista reportable segment. In the third quarter of fiscal 2022, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. Refer to Note 7 for additional details. 
 (2) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. 
 
 
 
 7. Business Combinations 
 
 
 Acquisition of Depositphotos Inc. 
 
 
 On October 1, 2021, we acquired Depositphotos Inc. and its subsidiaries ("Depositphotos"), a global creative platform for digital design. We acquired all outstanding shares of the company for a purchase price of $ 84,900 , which included a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid $ 76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount, is payable in two separate deferred payments. The first payment of $ 609 was made in January 2022 and the $ 8,172 remaining deferred amount is due in October 2022. 
 
 
 Depositphotos is managed within our Vista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design, and the separately branded Depositphotos business, a platform for creators that includes images, videos and music that are developed by a large group of content contributors. We expect synergies to provide significant benefits to our Vista business as this represents another integral step toward providing a compelling, full-spectrum design offering to our customers, and also provides another vehicle for the acquisition of new customers, to whom we plan to cross-sell our other products and services. 
 
 
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 The table below details the consideration transferred to acquire Depositphotos: 
 
 
 
 Cash consideration (paid at closing) $ 76,119 
 Deferred payment 8,781 
 
 Total purchase price $ 84,900 

 
 
 We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition. The goodwill balance has been attributed to the Vista reporting unit and none of the goodwill balance is deductible for tax purposes. Additionally, we identified and valued Depositphotos intangible assets, which include its trade name, customer relationships, 
 owned content and developed technology. 
 
 
 Our preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition is subject to change upon finalizing our valuation analysis, including certain valuation assumptions and tax matters. The final determination, which is expected to be finalized before the end of fiscal year 2022, may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates. 
 
 
 The fair value of the assets acquired and liabilities assumed was: 
 
 Amount Weighted Average Useful Life in Years 
 Tangible assets acquired and liabilities assumed: 
 Cash and cash equivalents $ 7,173 n/a 
 Accounts receivable, net 329 n/a 
 Prepaid expenses and other current assets 448 n/a 
 Property, plant and equipment, net 611 n/a 
 Operating lease assets, net 383 n/a 
 Other assets 324 n/a 
 Accounts payable ( 843 ) n/a 
 Accrued expenses ( 5,009 ) n/a 
 Deferred revenue ( 10,999 ) n/a 
 Operating lease liabilities, current ( 152 ) n/a 
 Deferred tax liabilities (1) ( 4,402 ) n/a 
 Operating lease liabilities, non-current ( 231 ) n/a 
 Identifiable intangible assets: 
 Customer relationships 11,600 4 years 
 Trade name 2,500 10 years 
 Developed technology 2,300 2 years 
 Owned content 7,700 10 years 
 Goodwill (1) 73,168 n/a 
 Total purchase price $ 84,900 n/a 

 _________________ 
 (1) During the third quarter of fiscal year 2022, we recognized a measurement period adjustment resulting in an increase to deferred tax liabilities of $ 226 and an offsetting increase to goodwill. 
 
 
 Depositphotos has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of Depositphotos included in our consolidated financial statements for the three and nine months ended March 31, 2022 are not material, and therefore no proforma financial information is presented. We used our cash on hand to fund the acquisition. In connection with the acquisition, we incurred $ 887 in general and 
 23 

 
 

 administrative expenses, as part of our central and corporate costs during the nine months ended March 31, 2022 primarily related to legal, financial, and other professional services. 
 
 
 Other Acquisition 
 
 
 On January 21, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment. After giving effect to this investment, we have acquired approximately 75% of the company's shares for total cash and noncash consideration of $ 11,218 . We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $ 9,253 which is not deductible for tax purposes. The net assets recognized largely consist of the cash and deferred tax liability balances acquired. The revenue and earnings included in our consolidated financial statements for the three and nine months ended March 31, 2022 are not material. We utilized our available cash balance to finance the acquisition. 
 
 
 
 8. Other Balance Sheet Components 
 Accrued expenses included the following: 
 
 March 31, 2022 June 30, 2021 
 Compensation costs $ 79,593 $ 73,861 
 Income and indirect taxes 50,793 46,074 
 Advertising costs 24,217 35,093 
 Shipping costs 9,617 9,401 
 Third party manufacturing and digital content costs (1) 15,465 6,881 
 Sales returns 
 5,323 5,636 
 Purchases of property, plant and equipment 2,174 1,110 
 Professional fees 2,748 4,210 
 Interest payable (2) 12,972 2,399 
 Other 59,718 62,848 
 Total accrued expenses $ 262,620 $ 247,513 

 _______________________ 
 (1) The increase in third party manufacturing and digital content costs from June 30, 2022 to March 31, 2022 is due to the acquisition of Depositphotos on October 1, 2021. Refer to Note 7 for additional details. 
 (2) The increase in interest payable as of March 31, 2022, is due to the interest on our 2026 Notes being payable semi-annually on June 15 and December 15 of each year. Refer to Note 9 for further detail. 
 
 
 Other current liabilities included the following: 
 March 31, 2022 June 30, 2021 
 Current portion of finance lease obligations (1) $ 6,867 $ 32,314 
 Short-term derivative liabilities (2) 3,998 20,530 
 
 
 Other (3) 16,341 50,671 
 Total other current liabilities $ 27,206 $ 103,515 

 ________________________ 
 (1) The decrease in the current portion of our finance lease obligations is primarily due to the exercise of a purchase option for a previously leased facility that decreased our finance lease liability by $ 23,534 . We immediately sold this facility to a third party and recognized a $ 3,324 gain on the sale of the asset during the nine months ended March 31, 2022. Refer to Note 2 for additional details. 
 (2) The decrease in short-term derivative liabilities is due to volatility in interest and foreign currency rates. Refer to Note 4 for additional details about our derivative financial instruments. 
 (3) Other current liabilities decreased primarily due to the $ 43,647 payment made in February 2022 for our prior year acquisition of 99designs. 
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 Other liabilities included the following: 
 
 March 31, 2022 June 30, 2021 
 Long-term finance lease obligations $ 14,982 $ 18,528 
 Long-term derivative liabilities (1) 7,724 41,074 
 
 
 Other 40,047 36,808 
 Total other liabilities $ 62,753 $ 96,410 

 (1) The decrease in long-term derivative liabilities is due to volatility in interest and currency rates. Refer to Note 4 for additional details about our derivative financial instruments. 
 
 9. Debt 
 
 March 31, 2022 June 30, 2021 
 7.0% Senior notes due 2026 $ 600,000 $ 600,000 
 Senior secured credit facility 1,121,365 1,152,021 
 
 Other 9,285 12,835 
 Debt issuance costs and debt premiums (discounts) ( 20,294 ) ( 22,450 ) 
 Total debt outstanding, net 1,710,356 1,742,406 
 Less: short-term debt (1) 10,922 9,895 
 Long-term debt $ 1,699,434 $ 1,732,511 

 _____________________ 
 (1) Balances as of March 31, 2022 and June 30, 2021 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,499 and $ 3,435 , respectively. 
 Our various debt arrangements described below contain customary representations, warranties and events of default. As of March 31, 2022, we were in compliance with all covenants under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes (as defined below). 
 Senior Secured Credit Facility 
 On May 17, 2021, we entered into a Restated Credit Agreement consisting of the following: 
 • 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 bears interest at LIBOR (with a LIBOR floor of 0.50 %) plus 3.50 %, and 
 ◦ a € 300,000 tranche that 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 May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR 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 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; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of Cimpress plc’s ordinary shares and payment of dividends. 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, 2022, we have borrowings under the Restated Credit Agreement of $ 1,121,365 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 March 31, 2022. 
 As of March 31, 2022, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 4.50 %, inclusive of interest rate swap rates. We are also required to pay a commitment fee 
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 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 as of March 31, 2022. 
 Senior Unsecured Notes 
 We have issued $ 600,000 in aggregate principal of 7.0% Senior Notes due 2026 (the "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. As of March 31, 2022, we have not redeemed any of the 2026 Notes. 
 Other Debt 
 Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2022 and June 30, 2021, we had $ 9,285 and $ 12,835 , respectively, outstanding for those obligations that are payable through March 2027. 
 
 10. Income Taxes 
 Our income tax expense was $ 29,529 and $ 56,208 for the three and nine months ended March 31, 2022, respectively, as compared to $ 3,927 and $ 23,675 for the three and nine months ended March 31, 2021, respectively. During the current quarter, we recorded a partial valuation allowance on Swiss deferred tax assets of $29,600 primarily related to Swiss tax reform benefits recognized in fiscal 2020 that we no longer expect to fully realize. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2022 as compared to fiscal 2021 primarily due to a less favorable mix of earnings. 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 March 31, 2022 we had unrecognized tax benefits of $ 14,454 , including accrued interest and penalties of $ 1,316 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $ 7,896 of unrecognized tax benefits would reduce our tax expense. It is reasonably possible that a reduction in unrecognized tax benefits may occur within the next twelve months in the range of $ 300 to $ 350 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. 
 
 We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2015 through 2021 remain open for examination by the U.S. Internal Revenue Service and the years 2015 through 2021 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 
 
 
 
 11. Noncontrolling Interest 
 For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business' management team owns a minority portion of the equity. 
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 Redeemable Noncontrolling Interests 
 PrintBrothers 
 Members of the PrintBrothers management team hold a minority equity interest ranging from 11 % to 12 % in each of the three businesses within the segment. The put options associated with the redeemable noncontrolling interest have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December. The first window occurred in the second quarter of fiscal 2022 and no options were exercised. If the put options are exercised, then Cimpress may redeem the remaining 10% minority equity interest concurrently with the put option exercise or on the first, second, or third anniversary of the put option exercise. Cimpress has call options for the full amount of the minority equity interest with the first exercise window occurring during the second quarter of fiscal year 2027. 
 During the nine months ended March 31, 2022, the redemption value of two PrintBrothers businesses increased above their carrying value due to strong financial performance during the current fiscal year as well as the lapping of a period where performance was more severely impacted by the pandemic. The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $ 45,072 . We recognized $ 43,824 of the offsetting amount within retained earnings to accrete the carrying value up to redemption value for the amount which the noncontrolling interests' redemption values were below fair values. One of the noncontrolling interest's fair value exceeded its redemption value by $ 1,248 ; therefore this portion of the redeemable noncontrolling interest adjustment was recorded to net income attributable to noncontrolling interest in the consolidated statement of operations for the three and nine months ended March 31, 2022. 
 The following table presents the reconciliation of changes in our redeemable noncontrolling interests: 
 Redeemable noncontrolling interests 
 Balance as of June 30, 2021 $ 71,120 
 
 Acquisition of noncontrolling interest (1) 4,453 
 
 Accretion to redemption value recognized in retained earnings (2) 43,824 
 Accretion to redemption value recognized in net income attributable to noncontrolling interest (2) 1,248 
 Net income attributable to noncontrolling interest 5,027 
 Distribution to noncontrolling interest ( 3,963 ) 
 Purchase of noncontrolling interest ( 52 ) 
 
 Foreign currency translation ( 1,823 ) 
 Balance as of March 31, 2022 (3) $ 119,834 

 _________________ 
 (1) On January 21, 2022, we completed a transaction that resulted in our acquisition of a 75 % interest in a company that is included in the PrintBrothers reportable segment. The remaining 25 % is considered a redeemable noncontrolling interest which was recognized at fair value as of the acquisition date. 
 (2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of the estimated redemption amount being greater than carrying value but less than fair value. Accretion recognized in net income attributable to noncontrolling interest is the result of the estimated redemption value being greater than both the carrying and fair value. Refer above for additional details. 
 (3) In addition to those described above, we have several immaterial noncontrolling interests across a number of our businesses. 
 
 12. 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. 
 
 
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 As of March 31, 2022, 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, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success. This segment also includes our recently acquired Depositphotos business, whose subsidiary, Crello, was rebranded to VistaCreate soon after the acquisition. 
 • PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses. 
 • The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses. 
 • 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 a collection of businesses grouped together based on materiality. In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two smaller businesses that we continue to manage at a relatively modest operating loss and a recently acquired company that provides production expertise and sells into a growing product category. 
 ◦ BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas. 
 ◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality. 
 ◦ YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness and develop new markets. 
 Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs. 
 The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs. 
 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. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. 
 Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. 
 
 
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 Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Revenue: 
 Vista (1) $ 349,216 $ 321,965 $ 1,146,810 $ 1,082,332 
 PrintBrothers 119,960 93,997 383,011 315,915 
 The Print Group 75,361 59,945 238,311 202,586 
 National Pen 72,243 62,220 266,224 244,561 
 All Other Businesses 48,486 44,062 154,076 142,905 
 Total segment revenue 665,266 582,189 2,188,432 1,988,299 
 Inter-segment eliminations (2) ( 7,854 ) ( 8,827 ) ( 23,705 ) ( 47,533 ) 
 Total consolidated revenue $ 657,412 $ 573,362 $ 2,164,727 $ 1,940,766 

 _____________________ 
 (1) During the first quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to decrease Vista segment revenue by $ 5,489 and $ 10,730 for the three and nine months ended March 31, 2022. Refer to Note 2 for additional details. 
 (2) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. The decrease of inter-segment eliminations is the result of significant cross-business transactions during the three and nine months ended March 31, 2022 associated with the fulfillment of masks in response to the pandemic. Demand for this product was far lower in the current periods. 
 
 Three Months Ended March 31, 2022 
 Vista PrintBrothers The Print Group National Pen All Other Total 
 Revenue by Geographic Region: 
 North America $ 236,751 $ — $ — $ 43,483 $ 42,047 $ 322,281 
 Europe 78,136 119,353 73,885 21,876 — 293,250 
 Other 32,779 — — 3,741 5,361 41,881 
 Inter-segment 1,550 607 1,476 3,143 1,078 7,854 
 Total segment revenue 349,216 119,960 75,361 72,243 48,486 665,266 
 Less: inter-segment elimination ( 1,550 ) ( 607 ) ( 1,476 ) ( 3,143 ) ( 1,078 ) ( 7,854 ) 
 Total external revenue $ 347,666 $ 119,353 $ 73,885 $ 69,100 $ 47,408 $ 657,412 

 
 Nine Months Ended March 31, 2022 
 Vista PrintBrothers The Print Group National Pen All Other Total 
 Revenue by Geographic Region: 
 North America $ 770,815 $ — $ — $ 142,497 $ 134,390 $ 1,047,702 
 Europe 267,296 381,654 232,636 96,524 — 978,110 
 Other 105,342 — — 16,503 17,070 138,915 
 Inter-segment 3,357 1,357 5,675 10,700 2,616 23,705 
 Total segment revenue 1,146,810 383,011 238,311 266,224 154,076 2,188,432 
 Less: inter-segment elimination ( 3,357 ) ( 1,357 ) ( 5,675 ) ( 10,700 ) ( 2,616 ) ( 23,705 ) 
 Total external revenue $ 1,143,453 $ 381,654 $ 232,636 $ 255,524 $ 151,460 $ 2,164,727 

 
 
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 Three Months Ended March 31, 2021 
 Vista PrintBrothers The Print Group National Pen All Other Total 
 Revenue by Geographic Region: 
 North America $ 214,663 $ — $ — $ 33,398 $ 39,407 $ 287,468 
 Europe 73,524 93,831 57,536 19,731 — 244,622 
 Other 33,167 — — 4,012 4,093 41,272 
 Inter-segment 611 166 2,409 5,079 562 8,827 
 Total segment revenue 321,965 93,997 59,945 62,220 44,062 582,189 
 Less: inter-segment elimination ( 611 ) ( 166 ) ( 2,409 ) ( 5,079 ) ( 562 ) ( 8,827 ) 
 Total external revenue $ 321,354 $ 93,831 $ 57,536 $ 57,141 $ 43,500 $ 573,362 

 
 Nine Months Ended March 31, 2021 
 Vista PrintBrothers The Print Group National Pen All Other Total 
 Revenue by Geographic Region: 
 North America $ 715,494 $ — $ — $ 112,397 $ 128,013 $ 955,904 
 Europe 277,649 315,336 187,257 87,913 — 868,155 
 Other 87,485 — — 16,359 12,863 116,707 
 Inter-segment 1,704 579 15,329 27,892 2,029 47,533 
 Total segment revenue 1,082,332 315,915 202,586 244,561 142,905 1,988,299 
 Less: inter-segment elimination ( 1,704 ) ( 579 ) ( 15,329 ) ( 27,892 ) ( 2,029 ) ( 47,533 ) 
 Total external revenue $ 1,080,628 $ 315,336 $ 187,257 $ 216,669 $ 140,876 $ 1,940,766 

 
 
 The following table includes segment EBITDA by reportable segment, total (loss) income from operations and total (loss) income before income taxes: 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Segment EBITDA: 
 Vista $ 27,386 $ 64,333 $ 188,114 $ 266,821 
 PrintBrothers 12,392 7,560 47,280 33,732 
 The Print Group 11,923 6,475 42,670 31,227 
 National Pen ( 898 ) ( 3,324 ) 22,653 4,733 
 All Other Businesses 6,044 6,515 17,199 25,781 
 Total segment EBITDA 56,847 81,559 317,916 362,294 
 Central and corporate costs ( 37,936 ) ( 34,144 ) ( 109,834 ) ( 96,148 ) 
 Depreciation and amortization ( 43,651 ) ( 42,809 ) ( 133,397 ) ( 128,696 ) 
 
 Proceeds from insurance — ( 122 ) — ( 122 ) 
 
 
 Certain impairments and other adjustments ( 277 ) ( 20,563 ) 3,216 ( 21,131 ) 
 Restructuring-related charges ( 3,420 ) 382 ( 3,418 ) ( 1,714 ) 
 
 
 Total (loss) income from operations ( 28,437 ) ( 15,697 ) 74,483 114,483 
 Other income (expense), net 12,321 9,785 38,330 ( 16,167 ) 
 Interest expense, net ( 24,247 ) ( 29,002 ) ( 75,304 ) ( 89,659 ) 
 
 (Loss) income before income taxes $ ( 40,363 ) $ ( 34,914 ) $ 37,509 $ 8,657 

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 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Depreciation and amortization: 
 Vista $ 15,791 $ 14,881 $ 49,757 $ 43,420 
 PrintBrothers 5,466 5,493 15,806 16,464 
 The Print Group 6,459 6,630 19,655 19,852 
 National Pen 5,933 6,304 18,061 18,626 
 All Other Businesses 4,519 4,524 13,942 14,783 
 Central and corporate costs 5,483 4,977 16,176 15,551 
 Total depreciation and amortization $ 43,651 $ 42,809 $ 133,397 $ 128,696 

 
 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Purchases of property, plant and equipment: 
 Vista $ 4,132 $ 2,411 $ 14,491 $ 6,860 
 PrintBrothers 665 286 3,381 1,424 
 The Print Group 7,560 980 14,237 6,910 
 National Pen 644 679 2,855 3,503 
 All Other Businesses 2,130 744 5,802 2,712 
 Central and corporate costs 472 846 1,376 1,327 
 Total purchases of property, plant and equipment $ 15,603 $ 5,946 $ 42,142 $ 22,736 

 
 
 
 Three Months Ended March 31, Nine Months Ended March 31, 
 2022 2021 2022 2021 
 Capitalization of software and website development costs: 
 Vista $ 8,235 $ 10,414 $ 24,425 $ 21,830 
 PrintBrothers 361 379 829 970 
 The Print Group 790 398 1,735 1,061 
 National Pen 877 604 2,608 1,673 
 All Other Businesses 981 897 3,248 2,639 
 Central and corporate costs 6,497 6,184 17,030 17,148 
 Total capitalization of software and website development costs $ 17,741 $ 18,876 $ 49,875 $ 45,321 

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 The following table sets forth long-lived assets by geographic area: 
 
 March 31, 2022 June 30, 2021 
 Long-lived assets (1): 
 United States $ 92,469 $ 87,136 
 Netherlands 70,700 76,449 
 Canada 60,494 57,685 
 Switzerland 73,467 65,269 
 Italy 46,540 46,559 
 France 26,005 20,802 
 Jamaica 19,191 21,060 
 Australia 20,043 25,564 
 Japan 12,947 15,168 
 Other 85,647 96,964 
 Total $ 507,503 $ 512,656 

 ___________________ 
 (1) Excludes goodwill of $ 787,572 and $ 726,979 , intangible assets, net of $ 171,813 and $ 186,744 , deferred tax assets of $ 113,059 and $ 149,618 , and marketable securities, non-current of $ 12,116 and $ 50,713 as of March 31, 2022 and June 30, 2021, respectively. 
 
 13. Commitments and Contingencies 
 Purchase Obligations 
 At March 31, 2022, we had unrecorded commitments under contract of $ 207,455 , including third-party web services of $ 106,614 , inventory and third-party fulfillment purchase commitments of $ 58,879 , advertising of $ 20,657 , production and computer equipment purchases of $ 4,812 , software of $ 3,912 , professional and consulting fees of $ 3,375 , and other unrecorded purchase commitments of $ 9,206 . 
 Other Obligations 
 We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 8,555 as of March 31, 2022, which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022. Refer to Note 7 for additional details. 
 Legal Proceedings 
 We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. 
 
 
 
 14. Restructuring Charges 
 
 
 Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets and other related costs including third-party professional and outplacement services. During the three and nine months ended March 31, 2022, we recognized restructuring charges of $ 3,420 and $ 3,418 , respectively, primarily due to the decision made in our National Pen business to move its European production operations from Ireland to the Czech Republic, which will improve the speed and cost of delivery to European customers when the move is complete. We expect to recognize additional charges associated with these actions over the next twelve months as impacted employees continue to vest in additional termination benefits, but we do not expect those additional costs to be material. There were also immaterial adjustments to restructuring expense during this period due to changes in prior period estimates within The Print Group reportable segment. 
 
 
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 The following table summarizes the restructuring activity during the nine months ended March 31, 2022. All activity was related to employee termination benefits. 
 
 Accrued restructuring liability 
 Balance as of June 30, 2021 $ 402 
 Restructuring charges 3,418 
 Cash payments ( 244 ) 
 Non-cash charges 11 
 Balance as of March 31, 2022 $ 3,587 
 

 
 
 33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
CIMPRESS plc 10-Q

Item 1. Financial Statements
