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Item 1. Financial Statements

2022-10-27 compared with 2022-04-28 · 196 added, 449 removed, 549 unchanged (54% of the section changed)

2 unchanged sentences

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

September 30,

2022 June 30,

36 unchanged sentences

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

44,080,627 shares issued;

44,196,093 and 44,083,569 shares issued, respectively;

26,224,846 and 26,112,322 shares outstanding, respectively

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

Treasury shares, at cost, 17,971,247 shares for both periods presented

( 1,363,550 ) ( 1,363,550 )

7 unchanged sentences

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

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

2022 2021 2022 2021

Three Months Ended September 30,

Revenue $ 703,415 $ 657,599

6 unchanged sentences

(Loss) income from operations ( 17,967 ) 16,939

Other income (expense), net 12,321 9,785 38,330 ( 16,167 )

Other income, net 27,397 13,170

Interest expense, net ( 24,806 ) ( 25,688 )

2 unchanged sentences

Net loss ( 24,741 ) ( 4,960 )

Net (income) attributable to noncontrolling interest ( 1,925 ) ( 209 ) ( 5,027 ) ( 2,500 )

Net (income) attributable to noncontrolling interests ( 700 ) ( 1,738 )

Net loss attributable to Cimpress plc $ ( 25,441 ) $ ( 6,698 )

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

Basic and diluted net loss per share attributable to Cimpress plc $ ( 0.97 ) $ ( 0.26 )

Weighted average shares outstanding — basic and diluted 26,178,818 26,072,249

____________________________________________

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

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

2022 2021 2022 2021

Three Months Ended September 30,

Cost of revenue $ 193 $ 116

2 unchanged sentences

General and administrative expense 4,782 5,310

Restructuring expense 156 —

See accompanying notes.

1 unchanged sentence

(unaudited in thousands)

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

2022 2021 2022 2021

Three Months Ended September 30,

Net loss $ ( 24,741 ) $ ( 4,960 )

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

Other comprehensive (loss) income, net of tax:

Foreign currency translation losses, net of hedges ( 8,182 ) ( 183 )

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 16,760 ( 1,925 )

Amounts reclassified from accumulated other comprehensive loss to net loss on derivative instruments ( 2,938 ) 5,546

Gain (loss) on pension benefit obligation, net — — 444 ( 336 )

Comprehensive (loss) income ( 62,550 ) ( 50,688 ) 1,337 ( 10,097 )

Comprehensive (income) loss attributable to noncontrolling interests ( 1,563 ) 1,260 ( 3,204 ) ( 3,720 )

Comprehensive loss ( 19,101 ) ( 1,522 )

Comprehensive loss (income) attributable to noncontrolling interests 647 ( 881 )

Total comprehensive loss attributable to Cimpress plc $ ( 18,454 ) $ ( 2,403 )

14 unchanged sentences

Net loss attributable to Cimpress plc — — — — — — — ( 6,698 ) — ( 6,698 )

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 — — — — — — — ( 7,592 ) — ( 7,592 )

1 unchanged sentence

Foreign currency translation, net of hedges — — — — — — — — 674 674

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.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

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.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at September 30, 2021 44,080 $ 615 25 $ 28 ( 17,991 ) $ ( 1,365,079 ) $ 464,938 $ 515,869 $ ( 67,187 ) $ ( 450,816 )

Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

6 unchanged sentences

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

Restricted share units vested, net of shares withheld for taxes — — — — 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.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

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.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

Operating activities

Net loss $ ( 24,741 ) $ ( 4,960 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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

Depreciation and amortization 40,942 44,432

Share-based compensation expense 10,631 11,006

Impairment of long-lived assets — 19,882

Deferred taxes ( 1,024 ) ( 1,138 )

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net loss ( 25,639 ) 18,280

Unrealized gain on derivatives not designated as hedging instruments included in net loss ( 14,024 ) ( 16,534 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 749 ) 174

Other non-cash items 2,158 ( 471 )

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effects of businesses acquired:

Accounts receivable ( 9,460 ) ( 7,149 )

3 unchanged sentences

Accrued expenses and other liabilities 16,312 17,493

Net cash provided by operating activities 131,716 218,948

Net cash (used in) provided by operating activities ( 25,251 ) 36,567

Investing activities

Purchases of property, plant and equipment ( 11,758 ) ( 8,624 )

Business acquisitions, net of cash acquired ( 75,258 ) ( 36,395 )

Capitalization of software and website development costs ( 15,330 ) ( 15,639 )

Proceeds from the sale of assets 122 1,699

Purchases of marketable securities ( 84,030 ) —

Proceeds from maturity of held-to-maturity investments 9,953 10,000

Payments for settlement of derivatives designated as hedging instruments ( 1,880 ) —

Other investing activities — ( 617 )

7 unchanged sentences

Payments of finance lease obligations ( 2,412 ) ( 2,526 )

Purchase of noncontrolling interests ( 324 ) ( 5,063 )

Distribution to noncontrolling interest ( 3,963 ) ( 4,599 )

Distributions to noncontrolling interests ( 3,652 ) —

Other financing activities — 2

1 unchanged sentence

Effect of exchange rate changes on cash ( 6,879 ) ( 2,827 )

Net decrease in cash and cash equivalents ( 21,511 ) ( 8,657 )

Net (decrease) increase in cash and cash equivalents ( 144,953 ) 10,208

Cash and cash equivalents at beginning of period 277,053 183,023

Cash and cash equivalents at end of period $ 132,100 $ 193,231

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited in thousands)

Nine Months Ended March 31,

Supplemental disclosures of cash flow information

11 unchanged sentences

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".

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

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

Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

Summary of Significant Accounting Policies

11 unchanged sentences

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.

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.

During the quarter ended December 31, 2021, 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.

1 unchanged sentence

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.

For the three months ended September 30, 2021, we incorrectly recognized $ 9,027 , respectively, of gains in other income (expense), net.

This error overstated other income (expense), net;

6 unchanged sentences

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

23 unchanged sentences

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 8,853 ) 9,027 174

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 .

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

11 unchanged sentences

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

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three 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

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three months ended September 30, 2022 and 2021.

September 30, 2022

Amortized cost Unrealized losses Fair value

Due within one year or less:

4 unchanged sentences

Corporate debt securities $ 13,239 $ ( 271 ) $ 12,968

government securities 9,210 ( 124 ) 9,086

Total held-to-maturity securities $ 124,175 $ ( 1,174 ) $ 123,001

2 unchanged sentences

Due within one year or less:

Commercial paper $ 74,463 $ ( 28 ) $ 74,435

Corporate debt securities $ 49,952 $ ( 546 ) $ 49,406

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 $ 49,952 $ ( 546 ) $ 49,406

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 )

Other Income, Net

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

Three Months Ended September 30,

Gains on derivatives not designated as hedging instruments (1) $ 28,645 $ 13,327

Currency-related (losses) gains, net (2) ( 197 ) 323

Other gains (losses) 1,783 ( 98 ) 2,111 581

Total other income (expense), net $ 12,321 $ 9,785 $ 38,330 $ ( 16,167 )

Other losses ( 1,051 ) ( 480 )

Total other income, net $ 27,397 $ 13,170

_____________________

(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.

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments,as well as the ineffective portion of certain interest rate swap contracts that were de-designated from hedge accounting in the prior period.

For contracts not designated as hedging instruments, we realized gains of $ 14,621 and losses of $ 3,672 for the three months ended September 30, 2022 and 2021, 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.

Net Loss Per Share Attributable to Cimpress plc

3 unchanged sentences

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

Three Months Ended September 30,

Weighted average shares outstanding, basic and diluted 26,178,818 26,072,249

1 unchanged sentence

___________________

(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.

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

(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.

For the three months ended September 30, 2022 and 2021, the weighted average anti-dilutive effect of the warrants were 1,055,377 and 409,561 shares, 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.

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 contracts in an entity's own equity when calculating earnings per share.

We adopted the standard on July 1, 2022.

We recognize freestanding equity-classified warrants on our consolidated balance sheet and as the standard is applied prospectively, there was no impact on our consolidated financial statements in the current period.

Issued Accounting Standards to be Adopted

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

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

The standard is effective for us on July 1, 2023, and early adoption is permitted.

Cimpress businesses have an active supply chain finance program which will require additional disclosure after adoption of this standard.

Fair Value Measurements

3 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.

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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

September 30, 2022

Total Quoted Prices in

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Total assets recorded at fair value $ 77,825 $ — $ 77,825 $ —

Interest rate swap contracts $ ( 151 ) $ — $ ( 151 ) $ —

Cross-currency swap contracts ( 5,064 ) — ( 5,064 ) —

Currency forward contracts $ ( 1,409 ) $ — $ ( 1,409 ) $ —

Currency option contracts ( 800 ) — ( 800 ) —

Total liabilities recorded at fair value $ ( 1,409 ) $ — $ ( 1,409 ) $ —

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(Level 2) Significant

Interest rate swap contracts $ 14,336 $ — $ 14,336 $ —

Currency forward contracts 20,638 — 20,638 —

Currency option contracts 10,611 — 10,611 —

Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ —

Interest rate swap contracts $ ( 25,193 ) $ — $ ( 25,193 ) $ —

Cross-currency swap contracts $ ( 446 ) $ — $ ( 446 ) $ —

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Total liabilities recorded at fair value $ ( 960 ) $ — $ ( 960 ) $ —

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.

During the three months ended September 30, 2022 and year ended June 30, 2022, 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.

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We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements.

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.

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, 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.

However, as of September 30, 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.

As of September 30, 2022 and June 30, 2022, 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, 2022 and June 30, 2022, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,682,977 and $ 1,705,365 , respectively, and the fair value was $ 1,511,108 and $ 1,600,627 , respectively.

Our debt at September 30, 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.

As of September 30, 2022 and June 30, 2022 our held-to-maturity marketable securities were held at an amortized cost of $ 124,175 and $ 49,952 , respectively, while the fair value was $ 123,001 and $ 49,406 , respectively.

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

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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.

If a 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.

We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss.

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.

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

Hedges of Interest Rate Risk

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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.

As of September 30, 2022, we estimate that $ 6,490 will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 2023.

As of September 30, 2022, we had fourteen effective outstanding interest rate swap contracts indexed to USD LIBOR.

These hedges have varying start and maturity dates through April 2028.

Interest rate swap contracts outstanding:

Notional Amounts

Contracts accruing interest as of March 31, 2022

Contracts accruing interest as of September 30, 2022

Contracts with a future start date 430,000

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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, 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.

As of September 30, 2022, we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $ 58,478 , maturing during June 2024.

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

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

As of September 30, 2022, we estimate that $ 2,132 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending September 30, 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.

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.

These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S.

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.

In April 2022 we early terminated all of our currency forward contracts designated as net investment hedges, and as of September 30, 2022 we had no currency forward contracts designated as net investment hedges.

We have one intercompany loan designated as a net investment hedge with a total notional amount of $ 364,524 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, 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.

During the three months ended September 30, 2022 and 2021, we experienced volatility within other income, net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

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

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

As of 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.

As of September 30, 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

$ 675,605 December 2020 through September 2022 Various dates through September 2024 559 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.

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, 2022 and June 30, 2022.

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

March 31, 2022

September 30, 2022

Asset Derivatives Liability Derivatives

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Cross-currency swaps Other assets 3,448 — 3,448 Other liabilities — — —

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 $ 31,657 $ — $ 31,657 $ — $ — $ —

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 $ 35,378 $ ( 8,383 ) $ 26,995 Other current liabilities / other liabilities $ ( 1,435 ) $ 26 $ ( 1,409 )

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Cross-currency swaps Other assets — — — Other liabilities ( 446 ) — $ ( 446 )

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 $ 14,336 $ — $ 14,336 $ ( 446 ) $ — $ ( 446 )

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 $ 24,440 $ ( 3,802 ) $ 20,638 Other current liabilities / other liabilities $ ( 505 ) $ — $ ( 505 )

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Total derivatives not designated as hedging instruments $ 35,052 $ ( 3,803 ) $ 31,249 $ ( 514 ) $ — $ ( 514 )

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

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss for the three months ended September 30, 2022 and 2021:

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

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Total $ 29,711 $ 10,594

The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2022 and 2021:

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

Three Months Ended September 30,

Derivatives in cash flow hedging relationships

Interest rate swaps $ 397 $ 2,497 Interest expense, net

Cross-currency swaps 2,538 661 10,346 ( 9,631 ) Other income (expense), net

Cross-currency swaps ( 3,742 ) 3,987 Other income, net

Total before income tax ( 3,345 ) 6,484 (Loss) income before income taxes

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Total $ ( 2,938 ) $ 5,546

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

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three months ended September 30, 2022 and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that did not qualify as hedging instruments.

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

Three Months Ended September 30,

Currency contracts $ 28,645 $ 12,863 Other income, net

Interest rate swaps — 464 Other income, net

Total $ 28,645 $ 13,327

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

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 5,506 for the three months ended September 30, 2022 :

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

Balance as of June 30, 2022

Other comprehensive income before reclassifications 2,799 444 901 4,144

$ 5,179 $ ( 86 ) $ ( 52,221 ) $ ( 47,128 )

Other comprehensive income (loss) before reclassifications 16,760 — ( 6,835 ) 9,925

Amounts reclassified from accumulated other comprehensive loss to net loss ( 2,938 ) — — ( 2,938 )

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 )

Net current period other comprehensive income (loss) 13,822 — ( 6,835 ) 6,987

Balance as of September 30, 2022

$ 19,001 $ ( 86 ) $ ( 59,056 ) $ ( 40,141 )

(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.

The carrying amount of goodwill by reportable segment as of March 31, 2022 and June 30, 2021 was as follows:

________________________

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

(2) As of September 30, 2022 and June 30, 2022, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022.

Intercompany loan hedge gains of $ 76,073 and $ 56,743 , net of tax, have been included in accumulated other comprehensive loss as of September 30, 2022 and June 30, 2022, respectively.

The carrying amount of goodwill by reportable segment as of September 30, 2022 and June 30, 2022 was as follows:

Vista PrintBrothers The Print Group All Other Businesses Total

Balance as of June 30, 2022 $ 291,498 $ 130,828 $ 143,969 $ 200,305 $ 766,600

Acquisitions (1) 73,168 9,253 — — 82,421

Adjustments — — — 225 225

Effect of currency translation adjustments (1) ( 2,836 ) ( 7,430 ) ( 8,504 ) — ( 18,770 )

Balance as of March 31, 2022 $ 295,049 $ 138,204 $ 154,014 $ 200,305 $ 787,572

Balance as of September 30, 2022 $ 288,662 $ 123,398 $ 135,465 $ 200,530 $ 748,055

________________________

(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.

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

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.

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

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.

Other Balance Sheet Components

Accrued expenses included the following:

March 31, 2022 June 30, 2021

September 30, 2022 June 30, 2022

Compensation costs $ 69,156 $ 78,521

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Third party manufacturing and digital content costs 16,290 15,790

Variable compensation incentives (1) 7,978 —

Sales returns

5 unchanged sentences

______________________

(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.

(1) Includes cash-based employee bonus incentives, which are variable based on the performance of individual businesses and vest over four years.

(2) The increase in interest payable as of September 30, 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 8 for further detail.

Other current liabilities included the following:

March 31, 2022 June 30, 2021

September 30, 2022 June 30, 2022

Current portion of finance lease obligations $ 6,452 $ 6,684

3 unchanged sentences

________________________

(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.

(1) The increase in short-term derivative liabilities is due to volatility in interest and foreign currency rates.

Refer to Note 4 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.

Other liabilities included the following:

March 31, 2022 June 30, 2021

September 30, 2022 June 30, 2022

Long-term finance lease obligations $ 14,669 $ 14,699

Long-term derivative liabilities 104 463

Long-term compensation incentives (1) 14,583 19,934

Other 27,087 29,298

Total other liabilities $ 56,443 $ 64,394

(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.

March 31, 2022 June 30, 2021

________________________

(1) Includes cash-based employee bonus incentives, which are variable based on the performance of each individual business and vest over four years.

September 30, 2022 June 30, 2022

7.0% Senior Notes due 2026 $ 600,000 $ 600,000

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_____________________

(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.

(1) Balances as of September 30, 2022 and June 30, 2022 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,498 for both periods presented.

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).

As of September 30, 2022, we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes (as defined below).

Senior Secured Credit Facility

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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, 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

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.

As of September 30, 2022, we have borrowings under the Restated Credit Agreement of $ 1,076,279 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

We have no outstanding borrowings under our Revolving Credit Facility as of September 30, 2022.

As of September 30, 2022, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 5.80 %, 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 as of September 30, 2022.

Senior Unsecured Notes

1 unchanged sentence

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.

As of September 30, 2022, we have not redeemed any of the 2026 Notes.

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.

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.

As of September 30, 2022 and June 30, 2022, we had $ 6,698 and $ 8,063 , respectively, outstanding for those obligations that are payable through March 2027.

Our income tax expense was $ 9,365 and $ 9,381 for the three months ended September 30, 2022 and 2021, respectively.

The decreased tax expense is due to decreased profits, offset by a higher forecasted effective tax rate.

Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2023 as compared to fiscal 2022 primarily due to decreased forecasted profits.

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 .

As of September 30, 2022 we had unrecognized tax benefits of $ 14,468 , including accrued interest and penalties of $ 1,500 .

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

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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.

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.

We have not recorded a valuation allowance against deferred tax assets of $ 15,060 and $ 99,924 related to Swiss tax losses and the Swiss amortizable goodwill, respectively, as we expect to realize these assets in the future.

Management believes there is sufficient positive evidence in the form of historical and future projected profitability to conclude that it is more likely than not that these benefits in Switzerland will be utilized against future taxable profits within the available carryforward periods.

Our assessments are reliant on the attainment of our forecasted operating profits.

Failure to achieve these forecasted operating profits may change our assessment of these deferred tax assets, and such change would result in additional valuation allowance and an increase in income tax expense to be recorded in the period of the change in assessment.

We will continue to review our forecasts and profitability trends relevant to these Swiss deferred tax assets on a quarterly basis.

Noncontrolling Interests

Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the business management team owns a minority portion of the equity, which includes those described below.

The put options for several of our noncontrolling interests are exercisable in fiscal year 2023.

Exercising a put option is at the discretion of each noncontrolling interest holder, which creates uncertainty around the timing of our cash outflow should an option be exercised .

As of September 30, 2022, the total estimated redemption value is $ 88,991 for those noncontrolling interests with put option windows that are exercisable in fiscal year 2023, of which $ 4,726 has already been exercised in the second quarter of fiscal 2023.

The remaining equity interests are exercisable through November 30, 2022.

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.

Members of the PrintBrothers management team hold minority equity interests ranging from 11 % to 12 % in each of the three businesses within the segment.

The put options associated with the redeemable noncontrolling interests have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December.

For the exercise window occurring in the second quarter of fiscal 2023, the estimated redemption

value for the portion of the put options that could be exercised is $ 84,266 and is based on actual results through June 30, 2022.

If the put options are exercised, then Cimpress may redeem the remaining 10% of these holders' minority equity interests 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 interests with the first exercise window occurring during the second quarter of fiscal year 2027.

During the three months ended September 30, 2022, the redemption value of a PrintBrothers business increased above its carrying value due to continued strong performance.

The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $ 2,075 .

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 offsetting amount was recognized within retained earnings as the redemption values for this noncontrolling interest was below the estimated fair value.

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

Redeemable noncontrolling interests

Redeemable Noncontrolling Interest

Balance as of June 30, 2022 $ 131,483

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 )

Accretion to redemption value (1) 2,725

Net income attributable to noncontrolling interests 700

Distributions to noncontrolling interests (2) ( 3,652 )

Foreign currency translation ( 1,347 )

Balance as of March 31, 2022 (3) $ 119,834

Balance as of September 30, 2022 $ 129,909

_________________

(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.

(1) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings or additional paid in capital is the result of the estimated redemption amount being greater than carrying value but less than 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.

(2) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses.

Segment Information

Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance.

As of March 31, 2022, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments:

As of September 30, 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.

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• 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.

• All Other Businesses - Includes two 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 another, smaller business 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;

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We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.

During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment.

These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business.

We revised our presentation of the prior period presented to reflect our updated segment reporting, which decreased both Vista segment EBITDA and Central and corporate costs by $ 1,119 for the three months ended September 30, 2021.

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment.

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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,

2022 2021 2022 2021

Three Months Ended September 30,

Vista $ 369,369 $ 349,480

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_____________________

(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.

(1) 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

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

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

Three Months Ended March 31, 2021

Three Months Ended September 30, 2022

Vista PrintBrothers The Print Group National Pen All Other Total

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Total external revenue $ 368,859 $ 132,382 $ 74,991 $ 76,944 $ 50,239 $ 703,415

Nine Months Ended March 31, 2021

Three Months Ended September 30, 2021

Vista PrintBrothers The Print Group National Pen All Other Total

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Total external revenue $ 348,778 $ 125,128 $ 71,155 $ 65,422 $ 47,116 $ 657,599

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

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

Three Months Ended September 30,

Segment EBITDA:

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Depreciation and amortization ( 40,942 ) ( 44,432 )

Proceeds from insurance — ( 122 ) — ( 122 )

Certain impairments and other adjustments ( 3,456 ) 780

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Total (loss) income from operations ( 17,967 ) 16,939

Other income (expense), net 12,321 9,785 38,330 ( 16,167 )

Other income, net 27,397 13,170

Interest expense, net ( 24,806 ) ( 25,688 )

(Loss) income before income taxes $ ( 15,376 ) $ 4,421

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

2022 2021 2022 2021

Three Months Ended September 30,

Depreciation and amortization:

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Total depreciation and amortization $ 40,942 $ 44,432

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

2022 2021 2022 2021

Three Months Ended September 30,

Purchases of property, plant and equipment:

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Total purchases of property, plant and equipment $ 11,758 $ 8,624

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

2022 2021 2022 2021

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, 2022 June 30, 2021

September 30, 2022 June 30, 2022

Long-lived assets (1):

United States $ 90,481 $ 95,589

Switzerland 71,901 72,394

Netherlands 69,353 67,240

Canada 57,730 58,498

Switzerland 73,467 65,269

Italy 45,239 48,262

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___________________

(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.

(1) Excludes goodwill of $ 748,055 and $ 766,600 , intangible assets, net of $ 139,864 and $ 154,730 , deferred tax assets of $ 114,020 and $ 113,088 , and marketable securities, non-current of $22,449 and zero as of September 30, 2022 and June 30, 2022, respectively.

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 .

At September 30, 2022, we had unrecorded commitments under contract of $ 251,011 , including inventory, third-party fulfillment and digital service purchase commitments of $ 86,678 ;

third-party cloud services of $ 80,997 ;

software of $ 42,238 ;

advertising of $ 15,181 ;

production and computer equipment purchases of $ 5,952 ;

professional and consulting fees of $ 5,019 , and other unrecorded purchase commitments of $ 14,946 .

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.

We deferred payments for several of our acquisitions, resulting in the recognition of a liability of $ 8,463 as of September 30, 2022, which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022, subject to any outstanding indemnification claims.

Legal Proceedings

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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.

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

During the three months ended September 30, 2022, we recognized restructuring charges of $ 1,820 .

We recognized restructuring expense related to prior quarter actions of $1,456 in our Vista business, $209 in our National Pen business and $155 in our Central and corporate costs.

The following table summarizes the restructuring activity during the three months ended September 30, 2022.

Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability

Balance as of June 30, 2022 $ 13,449 $ — $ 13,449

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Non-cash charges (1) ( 156 ) ( 788 ) ( 944 )

Balance as of March 31, 2022 $ 3,587

Foreign currency translation ( 419 ) — ( 419 )

Balance as of September 30, 2022 $ 5,975 $ — $ 5,975

________________

(1) During the three months ended September 30, 2022, non-cash restructuring charges primarily include the Vista segment's write-off of inventory for the Japan market which has no alternative use, the write-off of equipment from National Pen's ongoing move of its European production operations from Ireland to the Czech Republic, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions taken in the fourth quarter of fiscal year 2022.

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