UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~March~~December 31, 2021
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 000-51539

Cimpress plc

(Exact Name of Registrant as Specified in Its Charter)


Ireland									98-0417483
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)

Building D, Xerox Technology Park A91 H9N9,

Dundalk, Co. Louth

Ireland

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 353 42 938 8500

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Ordinary Shares, nominal value of €0.01 per share

CMPR

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No þ

As of ~~April 26, 2021,~~January 24, 2022, there were ~~26,033,704~~26,101,248 Cimpress plc ordinary shares outstanding.

CIMPRESS PLC

QUARTERLY REPORT ON FORM 10-Q

For the Three and ~~Nine~~Six Months ~~ended March~~Ended December 31, 2021

TABLE OF CONTENTS


						Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						1
Consolidated Balance Sheets as of ~~March~~December 31, 2021 and June 30, ~~2020~~2021						1
Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020						2
Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020						3
Consolidated Statements of Shareholders' ~~Equity (Deficit)~~Deficit for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020						4
Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~March~~December 31, 2021 and 2020						86
Notes to Consolidated Financial Statements						107
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						3329
Item 3. Quantitative and Qualitative Disclosures About Market Risk						4743
Item 4. Controls and Procedures						4844

PART II OTHER INFORMATION
Item 1A. Risk Factors						49
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~						4944
Item 6. Exhibits						5045
Signatures						5146

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CIMPRESS PLC

CONSOLIDATED BALANCE SHEETS

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


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	36,364	$	45,021	Cash and cash equivalents	$	231,159	$	183,023
Accounts receivable, net of allowances of $10,103 and $9,651, respectively		45,365		34,596
Marketable securities						Marketable securities	147,199		152,248
Accounts receivable, net of allowances of $7,055 and $9,404, respectively						Accounts receivable, net of allowances of $7,055 and $9,404, respectively	61,537		50,679
Inventory	Inventory	76,104		80,179		Inventory	96,656		70,044
Prepaid expenses and other current assets	Prepaid expenses and other current assets	75,717		88,608		Prepaid expenses and other current assets	94,000		72,504

Total current assets	Total current assets	233,550		248,404		Total current assets	630,551		528,498
Property, plant and equipment, net	Property, plant and equipment, net	312,560		338,659		Property, plant and equipment, net	301,909		328,679
Operating lease assets, net	Operating lease assets, net	84,581		156,258		Operating lease assets, net	82,413		87,626
Software and website development costs, net	Software and website development costs, net	81,677		71,465		Software and website development costs, net	90,431		87,690
Deferred tax assets	Deferred tax assets	135,491		143,496		Deferred tax assets	138,805		149,618
Goodwill	Goodwill	706,626		621,904		Goodwill	783,159		726,979
Intangible assets, net	Intangible assets, net	194,502		209,228		Intangible assets, net	180,960		186,744
Marketable securities, non-current						Marketable securities, non-current	27,693		50,713
Other assets	Other assets	34,276		25,592		Other assets	39,456		35,951
Total assets	Total assets	$	1,783,263	$	1,815,006	Total assets	$	2,275,377	$	2,182,498
Liabilities, noncontrolling interests and shareholders’ deficit	Liabilities, noncontrolling interests and shareholders’ deficit					Liabilities, noncontrolling interests and shareholders’ deficit
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	174,947	$	163,891	Accounts payable	$	271,430	$	199,831
Accrued expenses	Accrued expenses	265,593		210,764		Accrued expenses	260,930		247,513
Deferred revenue	Deferred revenue	42,298		39,130		Deferred revenue	57,521		50,868
Short-term debt	Short-term debt	9,012		17,933		Short-term debt	11,217		9,895
Operating lease liabilities, current	Operating lease liabilities, current	29,508		41,772		Operating lease liabilities, current	28,522		26,551
Other current liabilities	Other current liabilities	77,669		13,268		Other current liabilities	75,599		103,515

Total current liabilities	Total current liabilities	599,027		486,758		Total current liabilities	705,219		638,173
Deferred tax liabilities	Deferred tax liabilities	27,612		33,811		Deferred tax liabilities	23,161		27,433
Long-term debt	Long-term debt	1,332,234		1,415,657		Long-term debt	1,707,052		1,732,511

Operating lease liabilities, non-current	Operating lease liabilities, non-current	72,142		128,963		Operating lease liabilities, non-current	59,444		66,222
Other liabilities	Other liabilities	92,786		88,187		Other liabilities	78,522		96,410
Total liabilities	Total liabilities	2,123,801		2,153,376		Total liabilities	2,573,398		2,560,749
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)					Commitments and contingencies (Note 13)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	64,250		69,106		Redeemable noncontrolling interests	84,783		71,120
Shareholders’ deficit:	Shareholders’ deficit:					Shareholders’ deficit:
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding	0		0		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; 26,003,676 and 25,885,675 shares outstanding, respectively		615		615
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,100,345 and 26,035,910 shares outstanding, respectively						Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,100,345 and 26,035,910 shares outstanding, respectively	615		615
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding	Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding	28		28		Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding	28		28
Treasury shares, at cost, 18,076,951 and 18,194,952 shares, respectively		(1,368,721)		(1,376,496)
Treasury shares, at cost, 17,980,282 and 18,044,717 shares, respectively						Treasury shares, at cost, 17,980,282 and 18,044,717 shares, respectively	(1,364,336)		(1,368,595)
Additional paid-in capital	Additional paid-in capital	448,432		438,616		Additional paid-in capital	476,002		459,904
Retained earnings	Retained earnings	599,833		618,437		Retained earnings	562,214		530,159
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(84,975)		(88,676)		Accumulated other comprehensive loss	(57,327)		(71,482)

Total shareholders' deficit	Total shareholders' deficit	(404,788)		(407,476)		Total shareholders' deficit	(382,804)		(449,371)
Total liabilities, noncontrolling interests and shareholders’ deficit	Total liabilities, noncontrolling interests and shareholders’ deficit	$	1,783,263	$	1,815,006	Total liabilities, noncontrolling interests and shareholders’ deficit	$	2,275,377	$	2,182,498

See accompanying notes.

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,				Three Months Ended December 31,				Six Months Ended December 31,
		2021		2020		2021		2020				2021		2020		2021		2020
Revenue	Revenue	$	578,851	$	597,960	$	1,951,496	$	2,052,252		Revenue	$	849,716	$	780,904	$	1,507,315	$	1,367,404
Cost of revenue (1)	Cost of revenue (1)	302,022		309,598		986,845		1,029,281			Cost of revenue (1)	423,937		380,738		762,926		679,582
Technology and development expense (1)	Technology and development expense (1)	62,572		67,693		186,097		195,287			Technology and development expense (1)	70,267		65,036		137,544		123,525
Marketing and selling expense (1)	Marketing and selling expense (1)	154,472		148,803		474,944		483,056			Marketing and selling expense (1)	208,616		182,322		383,313		320,472
General and administrative expense (1)	General and administrative expense (1)	62,358		45,148		147,149		140,681			General and administrative expense (1)	46,726		42,979		93,274		84,791
Amortization of acquired intangible assets	Amortization of acquired intangible assets	13,506		12,693		40,264		38,861			Amortization of acquired intangible assets	13,882		13,453		27,340		26,758
Restructuring expense ~~(1)~~	Restructuring expense ~~(1)~~	(382)		919		1,714		5,006			Restructuring expense ~~(1)~~	307		2,182		(2)		2,096
Impairment of goodwill		—		100,842		0		100,842

(Loss) income from operations		(15,697)		(87,736)		114,483		59,238

Income from operations											Income from operations	85,981		94,194		102,920		130,180
Other income (expense), net	Other income (expense), net	9,785		22,537		(16,167)		29,171			Other income (expense), net	12,839		(17,198)		26,009		(25,952)
Interest expense, net	Interest expense, net	(29,002)		(17,262)		(89,659)		(48,050)			Interest expense, net	(25,369)		(30,141)		(51,057)		(60,657)

(Loss) income before income taxes		(34,914)		(82,461)		8,657		40,359
Income tax expense (benefit)		3,927		1,039		23,675		(86,641)
Net (loss) income		(38,841)		(83,500)		(15,018)		127,000
Add: Net income attributable to noncontrolling interest		(209)		(1,384)		(2,500)		(1,630)
Net (loss) income attributable to Cimpress plc		$	(39,050)	$	(84,884)	$	(17,518)	$	125,370
Basic net (loss) income per share attributable to Cimpress plc		$	(1.50)	$	(3.26)	$	(0.67)	$	4.54
Diluted net (loss) income per share attributable to Cimpress plc		$	(1.50)	$	(3.26)	$	(0.67)	$	4.43
Income before income taxes											Income before income taxes	73,451		46,855		77,872		43,571
Income tax expense											Income tax expense	17,298		12,954		26,679		19,748
Net income											Net income	56,153		33,901		51,193		23,823
Add: Net (income) attributable to noncontrolling interest											Add: Net (income) attributable to noncontrolling interest	(1,364)		(1,614)		(3,102)		(2,291)
Net income attributable to Cimpress plc											Net income attributable to Cimpress plc	$	54,789	$	32,287	$	48,091	$	21,532
Basic net income per share attributable to Cimpress plc											Basic net income per share attributable to Cimpress plc	$	2.10	$	1.24	$	1.84	$	0.83
Diluted net income per share attributable to Cimpress plc											Diluted net income per share attributable to Cimpress plc	$	2.08	$	1.22	$	1.82	$	0.82
Weighted average shares outstanding — basic	Weighted average shares outstanding — basic	26,003,675		26,024,229		25,984,300		27,608,387			Weighted average shares outstanding — basic	26,096,786		26,003,649		26,084,518		25,974,823
Weighted average shares outstanding — diluted	Weighted average shares outstanding — diluted	26,003,675		26,024,229		25,984,300		28,317,440			Weighted average shares outstanding — diluted	26,402,703		26,384,460		26,493,258		26,390,273

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


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended December 31,				Six Months Ended December 31,
		2021		2020		2021		2020				2021		2020		2021		2020
Cost of revenue	Cost of revenue	$	99	$	66	$	233	$	251		Cost of revenue	$	127	$	34	$	243	$	134
Technology and development expense	Technology and development expense	2,284		2,014		5,690		5,791			Technology and development expense	3,355		1,215		6,258		3,406
Marketing and selling expense	Marketing and selling expense	1,808		1,145		4,247		367			Marketing and selling expense	2,798		754		5,475		2,439
General and administrative expense	General and administrative expense	5,354		5,683		12,901		15,574			General and administrative expense	6,225		3,240		11,535		7,547
Restructuring expense		0		(16)		0		756

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited in thousands)

Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 2020
Net (loss) income $ (38,841) $ (83,500) $ (15,018) $ 127,000
Other comprehensive (loss) income, net of tax:
Foreign currency translation (losses) gains, net of hedges (14,571) 1,490 192 3,110
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 5,809 (21,201) 13,447 (22,258)
Amounts reclassified from accumulated other comprehensive (loss) income to net (loss) income on derivative instruments (3,085) 2,531 (8,382) 5,537
Loss on pension benefit obligation, net — — (336) 0
Comprehensive (loss) income (50,688) (100,680) (10,097) 113,389
Add: Comprehensive loss (income) attributable to noncontrolling interests 1,260 (1,515) (3,720) (967)
Total comprehensive (loss) income attributable to Cimpress plc $ (49,428) $ (102,195) $ (13,817) $ 112,422


	Three Months Ended December 31,				Six Months Ended December 31,
	2021		2020		2021		2020
Net income	$	56,153	$	33,901	$	51,193	$	23,823
Other comprehensive income, net of tax:
Foreign currency translation gains, net of hedges	3,542		13,946		3,359		14,763
Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges	(2,498)		3,802		(4,423)		7,638
Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments	7,768		(3,226)		13,314		(5,297)


Gain (loss) on pension benefit obligation, net	444		—		444		(336)
Comprehensive income	65,409		48,423		63,887		40,591
Add: Comprehensive income attributable to noncontrolling interests	(760)		(2,877)		(1,641)		(4,980)
Total comprehensive income attributable to Cimpress plc	$	64,649	$	45,546	$	62,246	$	35,611

See accompanying notes.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' ~~EQUITY (DEFICIT)~~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’
Equity (Deficit)
Balance at June 30, 2019 44,080 $ 615 0 $ 0 (13,635) $ (737,447) $ 411,079 $ 537,422 $ (79,857) $ 131,812
Restricted share units vested, net of shares withheld for taxes — — — — 4 87 (259) — — (172)
Grant of restricted share awards — — — — (2) (187) — — — (187)
Share-based compensation expense — — — — — — 5,164 — — 5,164
Purchase of ordinary shares — — — — (1,964) (232,286) — — — (232,286)
Net income attributable to Cimpress plc — — — — — — — 20,031 — 20,031
Adoption of new accounting standards — — — — — — — 3,143 — 3,143
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — (3,037) (3,037)
Foreign currency translation, net of hedges — — — — — — — — (70) (70)
Balance at September 30, 2019 44,080 $ 615 0 $ 0 (15,597) $ (969,833) $ 415,984 $ 560,596 $ (82,964) $ (75,602)
Restricted share units vested, net of shares withheld for taxes — — — — 1 55 (152) — — (97)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 1 8 (2) — — 6
Issuance of deferred ordinary shares — — 25 28 — — — — — 28
Share-based compensation expense — — — — — — 8,228 — — 8,228
Purchase of ordinary shares — — — — (2,280) (305,287) — — — (305,287)
Net income attributable to Cimpress plc — — — — — — — 190,223 — 190,223
Redeemable noncontrolling interest accretion to redemption value — — — — — — — (5,493) — (5,493)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 4,986 4,986
Foreign currency translation, net of hedges — — — — — — — — 2,484 2,484
Balance at December 31, 2019 44,080 $ 615 25 $ 28 (17,875) $ (1,275,057) $ 424,058 $ 745,326 $ (75,494) $ (180,524)
See accompanying notes.

~~CIMPRESS PLC~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (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, 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.

~~CIMPRESS PLC~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (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’
Equity (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.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' ~~EQUITY (DEFICIT)~~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 income 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.

CIMPRESS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)


	Six Months Ended December 31,
	2021		2020
Operating activities
Net income	$	51,193	$	23,823
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,746		85,887

Share-based compensation expense	23,511		13,526

Deferred taxes	3,977		2,681




Unrealized (gain) loss on derivatives not designated as hedging instruments included in net income	(23,020)		32,545
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(6,302)		(3,132)

Other non-cash items	(1,699)		4,829

Changes in operating assets and liabilities:
Accounts receivable	(13,102)		(14,259)
Inventory	(23,327)		510
Prepaid expenses and other assets	(9,969)		78
Accounts payable	69,318		60,800
Accrued expenses and other liabilities	19,585		48,880
Net cash provided by operating activities	179,911		256,168
Investing activities
Purchases of property, plant and equipment	(26,539)		(16,790)

Business acquisitions, net of cash acquired	(68,946)		(36,395)

Capitalization of software and website development costs	(32,134)		(26,445)

Proceeds from the sale of assets	25,835		3,372

Proceeds from maturity of held-to-maturity investments	27,000		—

Payments for settlement of derivatives designated as hedging instruments	(1,880)		—
Other investing activities	(617)		(419)
Net cash used in investing activities	(77,281)		(76,677)
Financing activities
Proceeds from borrowings of debt	—		301,000




Payments of debt	(7,671)		(472,469)



Payments of debt issuance costs	(1,435)		(1,051)
Payments of purchase consideration included in acquisition-date fair value	—		(648)
Payments of withholding taxes in connection with equity awards	(2,898)		(5,592)
Payments of finance lease obligations	(33,107)		(3,275)
Purchase of noncontrolling interests	(324)		(5,063)



Distribution to noncontrolling interest	(3,963)		(4,599)
Other financing activities	41		(57)
Net cash used in financing activities	(49,357)		(191,754)


Effect of exchange rate changes on cash	(5,137)		4,125

Net increase (decrease) in cash and cash equivalents	48,136		(8,138)
Cash and cash equivalents at beginning of period	183,023		45,021
Cash and cash equivalents at end of period	$	231,159	$	36,883

Nine Months Ended March 31,
2021 2020
Operating activities
Net (loss) income $ (15,018) $ 127,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 128,696 126,731
Impairment of goodwill 0 100,842
Share-based compensation expense 23,071 22,739
Impairment of long-lived assets 19,882 —
Deferred taxes 2,513 (109,990)
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income 18,280 (4,604)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 2,537 (1,027)
Other non-cash items 2,149 4,936
Changes in operating assets and liabilities:
Accounts receivable (9,651) 13,750
Inventory 4,982 (7,876)
Prepaid expenses and other assets (5,242) 11,631
Accounts payable 10,590 5,590
Accrued expenses and other liabilities 36,159 (5,661)
Net cash provided by operating activities 218,948 284,061
Investing activities
Purchases of property, plant and equipment (22,736) (38,638)
Business acquisitions, net of cash acquired (36,395) (4,272)
Capitalization of software and website development costs (45,321) (35,824)
Proceeds from the sale of assets 3,574 1,633
Proceeds from settlement of derivatives designated as hedging instruments 0 27,732
Other investing activities (269) 1,556
Net cash used in investing activities (101,147) (47,813)
Financing activities
Proceeds from borrowings of debt 534,051 1,043,600
Proceeds from issuance of senior notes 0 210,500
Payments of debt (639,519) (603,049)
Payments of debt issuance costs (2,461) (4,862)
Payments of purchase consideration included in acquisition-date fair value (1,205) (358)
Payments of withholding taxes in connection with equity awards (5,593) (41,417)
Payments of finance lease obligations (5,486) (8,354)
Purchase of noncontrolling interests (5,063) —
Purchase of ordinary shares 0 (627,056)
Proceeds from issuance of ordinary shares — 6
Distribution to noncontrolling interest (4,599) (3,955)
Other financing activities (310) (1,811)
Net cash used in financing activities (130,185) (36,756)
Effect of exchange rate changes on cash 3,727 (5,180)
Change in cash held for sale — (1,326)
Net (decrease) increase in cash and cash equivalents (8,657) 192,986
Cash and cash equivalents at beginning of period 45,021 35,279
Cash and cash equivalents at end of period $ 36,364 $ 228,265


Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	49,687	$	58,299
Income taxes	15,825		4,991
Non-cash investing and financing activities

Property and equipment acquired under finance leases	3,596		150
Amounts accrued related to property, plant and equipment	9,818		7,990
Amounts accrued related to capitalized software development costs	475		2,719
Amounts accrued related to business acquisitions	52,677		45,369

See accompanying notes.

~~CIMPRESS PLC~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~

~~(unaudited in thousands)~~

Nine Months Ended March 31,
2021 2020
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 66,314 $ 42,763
Income taxes 13,056 9,720
Non-cash investing and financing activities
Property and equipment acquired under finance leases 5,630 1,591
Amounts accrued related to business acquisitions 44,680 2,369

~~See accompanying notes.~~

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" 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 ~~accounted for using~~included in other assets on the ~~cost~~consolidated balance sheets; otherwise the investments are recognized by applying equity method ~~and~~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.

Given the current and expected impact of the COVID-19 pandemic on our business, we evaluated our liquidity position as of the date of the issuance of these consolidated financial statements. Based on this evaluation, management believes, despite the ongoing impact of COVID-19 on our business, that our financial position, net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.

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, ~~2020. There~~2021.

Revision of Prior Period Financial Statements

Foreign Currency Gains Associated with Intercompany Loan 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. 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 ~~been no~~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


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 six months ended December 31, 2020 is summarized in the table below.


Consolidated Statements of Operations	Three months ended December 30, 2020
	Reported		Adjustments		Revised
Revenue	$	786,145	$	(5,241)	$	780,904
Cost of revenue	385,979		(5,241)		380,738

	Six months ended December 31, 2020
	Reported		Adjustments		Revised
Revenue	$	1,372,645	$	(5,241)	$	1,367,404
Cost of revenue	684,823		(5,241)		679,582

The impact of this revision will result in a decrease to revenue and cost of revenue for the third quarter of fiscal 2021 of $5,489 and 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 ~~changes~~ to any prior annual or interim periods.

Purchase and Sale of Leased Facility

During the current quarter, we paid $27,885 to exercise the purchase option available for one of our ~~significant accounting policies~~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 three and ~~nine~~six months ended ~~March~~December 31, 2021.

For the six months ended December 31, 2021, our consolidated statement of cash flows includes a $3,324 noncash adjustment within cash provided by operating activities to eliminate the gain described above, a $23,226 cash inflow for the sale of the facility presented as an investing activity, and a $27,885 cash outflow for the exercise of the purchase option presented as a financing activity.

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 six months ended December 31, 2021, and we held no marketable securities during the prior comparative periods.

The following is a summary of the net carrying amount, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of December 31, 2021 and June 30, 2021.


	December 31, 2021
	Amortized cost		Unrealized losses		Fair value
Due within one year or less:
Commercial paper	$	47,490	$	(12)	$	47,478
Corporate debt securities	99,709		(102)		99,607
Total due within one year or less	147,199		(114)		147,085
Due between one and two years:
Corporate debt securities	27,693		(126)		27,567
Total held-to-maturity securities	$	174,892	$	(240)	$	174,652


	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,				Three Months Ended December 31,				Six Months Ended December 31,
		2021		2020		2021		2020				2021		2020		2021		2020
Gains (losses) on derivatives not designated as hedging instruments (1)	Gains (losses) on derivatives not designated as hedging instruments (1)	$	18,724	$	18,039	$	(13,791)	$	25,730		Gains (losses) on derivatives not designated as hedging instruments (1)	$	6,481	$	(19,020)	$	19,808	$	(32,515)
Currency-related (losses) gains, net (2)		(8,841)		3,950		(2,957)		3,183
Other (losses) gains		(98)		548		581		258
Currency-related gains, net (2)(3)											Currency-related gains, net (2)(3)	5,551		1,809		5,874		5,884
Other gains											Other gains	807		13		327		679
Total other income (expense), net	Total other income (expense), net	$	9,785	$	22,537	$	(16,167)	$	29,171		Total other income (expense), net	$	12,839	$	(17,198)	$	26,009	$	(25,952)

_____________________

(1) Primarily relates to both realized and unrealized gains and losses on derivative currency forward and option contracts ~~and interest rate swaps~~ not designated as hedging instruments, ~~including gains of $6,394 and $6,759 for the three and nine months ended March 31, 2021, respectively, related to~~as well as certain interest rate swap contracts that have been de-designated from hedge accounting due to their ~~ineffectiveness, which had an immaterial impact in the comparative periods..~~ineffectiveness.

(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. ~~The unrealized~~Unrealized gains related to cross-currency swaps ~~for the three months ended March 31, 2021~~ were ~~$6,288,~~$3,067 and ~~the unrealized losses were $5,233 for the nine months ended March 31, 2021, as compared to unrealized gains of $1,807 and $3,627 for~~$6,356 during the three and ~~nine~~six months ended ~~March~~December 31, 2021, respectively, while there were unrealized losses of $6,085 and $11,522 during the three and six months ended December 31, 2020, 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 six months ended December 31, 2021. Refer to the "Revision of Prior Period Financial Statements" section above for additional details.

Net ~~(Loss)~~ Income Per Share Attributable to Cimpress plc

Basic net ~~(loss)~~ income per share attributable to Cimpress plc is computed by dividing net ~~(loss)~~ income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net ~~(loss)~~ income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive.

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


		Three Months Ended March 31,		Nine Months Ended March 31,		Three Months Ended December 31,			Six Months Ended December 31,
		2021	2020	2021	2020			2021	2020	2021	2020
Weighted average shares outstanding, basic	Weighted average shares outstanding, basic	26,003,675	26,024,229	25,984,300	27,608,387		Weighted average shares outstanding, basic	26,096,786	26,003,649	26,084,518	25,974,823
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants(1)	Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants(1)	0	0	0	709,053		Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants(1)	305,917	380,811	408,740	415,450
Shares used in computing diluted net (loss) income per share attributable to Cimpress plc		26,003,675	26,024,229	25,984,300	28,317,440
Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) (2)		621,172	464,638	485,067	0
Shares used in computing diluted net income per share attributable to Cimpress plc							Shares used in computing diluted net income per share attributable to Cimpress plc	26,402,703	26,384,460	26,493,258	26,390,273
Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc							Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc	567,220	3,129	292,834	1,565

___________________

~~_____________________~~

(1) 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~~six months ended ~~March~~December 31, 2021, the weighted average ~~anti-dilutive~~dilutive effect of the warrants was ~~412,473~~281,884 and ~~348,973~~345,722 shares, ~~respectively. Refer~~respectively, as compared to ~~Note 9 for additional details about the arrangement.~~

~~(2) In the periods in which a net loss is recognized, the impact of share options, RSUs, RSAs~~318,191 and ~~warrants is not included as they are anti-dilutive.~~

~~Lease Impairment and Abandonment Charges~~

During the three months ended March 31, 2021, we recorded lease impairment and abandonment charges related to two leased facilities that we will no longer occupy. The charges are described below. These changes will result in a substantial reduction in costs in future periods.

~~Waltham Lease Amendment~~

The amendment is accounted for as a lease modification under ASC 842 - Leases. Due to the partial termination of the lease, we recorded a decrease to the operating lease liabilities of $47,801 to reflect the reduced lease payments, including the termination penalties. We also recorded a decrease to the operating lease asset of $46,645 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $1,156, recognized in general and administrative expense on the consolidated statement of operations317,224 shares for the three ~~months ended March 31, 2021.~~

~~Due to our plans to no longer occupy the remaining leased office space~~ and instead market the space to be subleased, we identified a triggering event with regards to the modified right-of-use asset. Therefore, we performed a discounted cash flow analysis that considered market-based rent assumptions, which resulted in an impairment of the right-of-use asset of $7,489 which was recognized in general and administrative expense on the consolidated statement of operations for the three months ended March 31, 2021. Additionally, we recorded an impairment to general and administrative expense for abandoned assets related to the vacated space totaling $4,483, which included $2,787 in subtenant allowances, $1,312 in leasehold improvements, and $384 in furniture and fixtures.

~~Other Lease Impairment~~

During the quarter ended March 31, 2021, we identified a triggering event due to a change in our intended use of the right-of-use asset of another one of our leased facilities, as we have committed to plans to exit the space and instead market it to be subleased or sold. We assessed the lease for impairment and performed a discounted cash flow analysis using current market-based rent assumptions, which resulted in an impairment of $7,420 that was recognized in general and administrative expense on the consolidated statement of operations for the three months ended March 31, 2021. This impairment resulted in a decrease to the right of use asset totaling $5,280 and to the related leasehold improvements included within property, plant and equipment totaling $2,140. Additionally, we recorded an impairment for abandoned equipment in the amount of $1,680 that was recognized in general and administrative expense for the three months ended March 31, 2021.

~~Income Taxes~~

~~During the three~~six months ended December 31, 2020, the tax on Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Cuts and Jobs Act became applicable to our operations. The FASB has provided that companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences, including outside basis differences, expected to reverse as GILTI. We elected to account for GILTI as a period cost, as incurred. We do not expect GILTI to have a material impact on our consolidated financial statements.respectively.

Recently Issued or Adopted Accounting Pronouncements

~~New~~Adopted Accounting Standards ~~Adopted~~

In ~~December 2019,~~October 2021, the FASB issued Accounting Standards Update No. ~~2019-12 "Income Taxes~~2021-08 "Business Combinations (Topic ~~740): Simplifying the~~805) — Accounting for ~~Income Taxes"~~Contract Assets and Contract Liabilities from Contracts with Customers" (ASU ~~2019-12)~~2021-08), which ~~modifies certain aspects~~provides authoritative guidance for the accounting of ~~income tax accounting.~~acquired contract assets and liabilities when an acquired company has applied ASC 606 - Revenue from Contracts with Customers. We early adopted the standard ~~on July 1, 2020. For~~in the ~~nine months ended March 31, 2021, adopting ASU 2019-12 resulted in~~current quarter, 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 ~~$2,545 increased tax expense in~~material effect on our consolidated financial statements, related to the intraperiod allocation rules. Under the intraperiod allocation rules, an entity generally allocates total income tax expense or benefit by first determining the amount attributable to continuing operations and then allocating the remaining tax expense or benefit to items other than continuing operations. An exception existed that required an entity with a loss from continuing operations to consider all components when determining the benefit from

statements.

~~continuing operations. ASU 2019-12 removes this exception.~~

In ~~June 2016,~~July 2021, the FASB issued Accounting Standards Update No. ~~2016-13 "Financial Instruments—Credit Losses~~2021-08 "Leases (Topic ~~326)" (ASU 2016-13), which introduces a new accounting model for recognizing credit losses on certain financial instruments based on an estimate of current expected credit losses.~~842): Lessors – Certain Leases with Variable Lease Payments. We early adopted the standard ~~on its effective date~~in the current quarter, 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 ~~July 1, 2020. The standard did~~equipment assets which are classified as direct-financing leases; the variable lease payments associated with these leases would not have created a ~~material~~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 ~~March 2020,~~May 2021, the FASB issued ~~ASU 2020-04 "Reference Rate Reform ("ASC 848"): Facilitation of the Effects of Reference Rate Reform on Financial Reporting"~~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 ~~contains optional expedients and exceptions~~provides authoritative guidance for ~~applying GAAP to contracts, hedging relationships, and other transactions~~the accounting treatment of modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that ~~reference LIBOR~~remain equity classified after modification or another reference rate expected to be discontinued due to reference rate reform. We adopted the standard on October 1, 2020. We elected to amend our hedge documentation, without dedesignating and redesignating, for all outstanding cash flow hedges by applying two practical expedients. We elected the expedient in ASC 848-50-25-2 to assert probability of the hedged interest payments regardless of any expected modification in terms related to reference rate reform. In addition, we elected to continue the method of assessing effectiveness as documented in the original hedge documentation and elected to apply the expedient in ASC 848-50-35-17, so that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument.exchange. The standard ~~did not have a material~~is effective for us on July 1, 2022, and early adoption is permitted. We are assessing the impact 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 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:

1312


		March 31, 2021									December 31, 2021
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets	Assets									Assets

Cross-currency swap contracts	Cross-currency swap contracts	$	145	$	—	$	145	$	—	Cross-currency swap contracts	$	1,858	$	—	$	1,858	$	—
Currency forward contracts	Currency forward contracts	1,184		—		1,184		—		Currency forward contracts	11,688		—		11,688		—
Currency option contracts	Currency option contracts	80		—		80		—		Currency option contracts	3,100		—		3,100		—
Total assets recorded at fair value	Total assets recorded at fair value	$	1,409	$	—	$	1,409	$	—	Total assets recorded at fair value	$	16,646	$	—	$	16,646	$	—

Liabilities	Liabilities									Liabilities
Interest rate swap contracts	Interest rate swap contracts	$	(23,981)	$	—	$	(23,981)	$	—	Interest rate swap contracts	$	(16,541)	$	—	$	(16,541)	$	—
Cross-currency swap contracts	Cross-currency swap contracts	(7,978)		—		(7,978)		—		Cross-currency swap contracts	(5,246)		—		(5,246)		—
Currency forward contracts	Currency forward contracts	(21,482)		—		(21,482)		—		Currency forward contracts	(3,343)		—		(3,343)		—
Currency option contracts	Currency option contracts	(2,798)		—		(2,798)		—		Currency option contracts	(1,181)		—		(1,181)		—
Total liabilities recorded at fair value	Total liabilities recorded at fair value	$	(56,239)	$	—	$	(56,239)	$	—	Total liabilities recorded at fair value	$	(26,311)	$	—	$	(26,311)	$	—


		June 30, 2020									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)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets	Assets									Assets
Interest rate swap contracts		$	4,462	$	—	$	4,462	$	—
Currency forward contracts	Currency forward contracts	7,949		—		7,949		—		Currency forward contracts	$	1,679	$	—	$	1,679	$	—
Currency option contracts		1,429		—		1,429		—
Total assets recorded at fair value	Total assets recorded at fair value	$	13,840	$	—	$	13,840	$	—	Total assets recorded at fair value	$	1,679	$	—	$	1,679	$	—

Liabilities	Liabilities									Liabilities
Interest rate swap contracts	Interest rate swap contracts	$	(39,520)	$	—	$	(39,520)	$	—	Interest rate swap contracts	$	(25,193)	$	—	$	(25,193)	$	—
Cross-currency swap contracts	Cross-currency swap contracts	(4,746)		—		(4,746)		—		Cross-currency swap contracts	(9,914)		—		(9,914)		—
Currency forward contracts	Currency forward contracts	(8,519)		—		(8,519)		—		Currency forward contracts	(19,651)		—		(19,651)		—
Currency option contracts	Currency option contracts	(38)		—		(38)		—		Currency option contracts	(3,080)		—		(3,080)		—
Total liabilities recorded at fair value	Total liabilities recorded at fair value	$	(52,823)	$	—	$	(52,823)	$	—	Total liabilities recorded at fair value	$	(57,838)	$	—	$	(57,838)	$	—

During the ~~quarter~~six months ended ~~March~~December 31, 2021 and year ended June 30, ~~2020,~~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 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~~December 31, 2021, 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~~December 31, 2021 and June 30, ~~2020,~~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~~December 31, 2021 and June 30, ~~2020,~~2021, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $~~1,384,129~~1,739,427 and ~~$1,482,177,~~$1,764,856, respectively, and the fair value was ~~$1,426,307~~$1,791,255 and ~~$1,450,719,~~$1,767,209, respectively. Our debt at ~~March~~December 31, 2021 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 December 31, 2021 and June 30, 2021 our held-to-maturity marketable securities were held at an amortized cost of $174,892and $202,961,respectively,while the fair value was $174,652and$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.

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~~December 31, 2021, we estimate that ~~$10,439~~$8,027 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending ~~March~~December 31, 2022. As of ~~March~~December 31, 2021, we had 1015 outstanding interest rate swap contracts indexed to USD LIBOR, ~~all~~ sixof which ~~are no longer~~were not highly effective and ~~have~~ therefore ~~been de-designated.~~not designated for hedge accounting. These hedges have varying start dates and maturity dates through ~~December 2026.~~April 2028.


Interest rate swap contracts outstanding:	Notional Amounts
Contracts accruing interest as of ~~March~~December 31, 2021	$	500,000
Contracts with a future start date	~~50,000~~430,000
Total	$	~~550,000~~930,000

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~~December 31, 2021, we had 2 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~~December 31, 2021, we estimate that $~~2,623~~2,735 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending ~~March~~December 31, 2022.

Other Currency Contracts

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~~December 31, 2021, we had 54 currency forward contracts designated as net investment hedges with a total notional amount of ~~$149,604,~~$122,041, maturing during various dates through ~~April 2023~~.October 2026. We entered into these contracts to hedge 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~~six months ended ~~March~~December 31, 2021 and 2020, we ~~have~~ 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.

As of ~~March~~December 31, 2021, 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
$477,464 June 2019 through March 2021 Various dates through October 2024 608 Various

Notional Amount

Effective Date

Maturity Date

Number of Instruments

Index

$428,387

March 2020 through December 2021

Various dates through October 2024

683

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~~December 31, 2021 and June 30, ~~2020.~~2021. Our derivative asset and liability balances ~~will~~ fluctuate with interest rate and currency exchange rate volatility.

March 31, 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
Cross-currency swaps Other assets $ 145 $ — $ 145 Other liabilities $ (7,978) $ 0 $ (7,978)
Derivatives in net investment hedging relationships
Currency forward contracts Other assets 0 0 0 Other current liabilities / other liabilities (12,386) 0 (12,386)
Total derivatives designated as hedging instruments $ 145 $ 0 $ 145 $ (20,364) $ 0 $ (20,364)
Derivatives not designated as hedging instruments
Interest rate swaps Other assets $ — $ — $ — Other liabilities $ (24,632) $ 651 $ (23,981)
Currency forward contracts Other current assets / other assets 1,344 (160) 1,184 Other current liabilities / other liabilities (13,198) 4,102 (9,096)
Currency option contracts Other current assets / other assets 385 (305) 80 Other current liabilities / other liabilities (2,919) 121 (2,798)
Total derivatives not designated as hedging instruments $ 1,729 $ (465) $ 1,264 $ (40,749) $ 4,874 $ (35,875)


	December 31, 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 assets	$	—	$	—	$	—	Other current liabilities / other liabilities	$	(11,574)	$	—	$	(11,574)
Cross-currency swaps	Other assets	1,858		—		1,858		Other liabilities	(5,246)		—		(5,246)
Derivatives in net investment hedging relationships

Currency forward contracts	Other current assets / other assets	—		—		—		Other current liabilities / other liabilities	(3,654)		569		(3,084)
Total derivatives designated as hedging instruments		$	1,858	$	—	$	1,858		$	(20,474)	$	569	$	(19,904)

Derivatives not designated as hedging instruments
Interest rate swaps	Other assets	$	—	$	—	$	—	Other liabilities	$	(5,156)	$	189	$	(4,967)

Currency forward contracts	Other current assets / other assets	13,581		(1,893)		11,688		Other current liabilities / other liabilities	(1,126)		867		(259)
Currency option contracts	Other current assets / other assets	3,280		(180)		3,100		Other liabilities	(1,264)		83		(1,181)
Total derivatives not designated as hedging instruments		$	16,861	$	(2,073)	$	14,788		$	(7,546)	$	1,139	$	(6,407)


	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)

June 30, 2020
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 $ 0 $ 0 $ 0 Other liabilities $ (31,161) $ 0 $ (31,161)
Cross-currency swaps Other assets 4,462 0 4,462 Other liabilities (4,746) 0 (4,746)
Derivatives in net investment hedging relationships
Currency forward contracts Other assets — — — Other current liabilities / other liabilities (6,829) 0 (6,829)
Total derivatives designated as hedging instruments $ 4,462 $ 0 $ 4,462 $ (42,736) $ 0 $ (42,736)
Derivatives not designated as hedging instruments
Interest rate swaps Other assets $ — $ — $ — Other liabilities $ (8,359) $ 0 $ (8,359)
Currency forward contracts Other current assets / other assets 9,702 (1,753) 7,949 Other current liabilities / other liabilities (2,136) 446 (1,690)
Currency option contracts Other current assets / other assets 1,699 (270) 1,429 Other current liabilities / other liabilities (38) 0 (38)
Total derivatives not designated as hedging instruments $ 11,401 $ (2,023) $ 9,378 $ (10,533) $ 446 $ (10,087)

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) ~~income~~ for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and ~~2020:~~2020:


		Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income										Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income
		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended December 31,		Six Months Ended December 31,
		2021		2020		2021		2020					2021		2020		2021		2020
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships									Derivatives in cash flow hedging relationships

Interest rate swaps	Interest rate swaps	$	6,244	$	(24,645)	$	7,386	$	(24,841)	Interest rate swaps			$	5,021	$	731	$	5,540	$	1,142
Cross-currency swaps	Cross-currency swaps	(435)		3,444		6,061		2,583		Cross-currency swaps			(7,519)		3,071		(9,963)		6,496
Derivatives in net investment hedging relationships	Derivatives in net investment hedging relationships									Derivatives in net investment hedging relationships

Currency forward contracts	Currency forward contracts	8,064		14,284		(16,768)		22,849		Currency forward contracts			2,922		(7,294)		6,414		(24,832)
Total	Total	$	13,873	$	(6,917)	$	(3,321)	$	591	Total			$	424	$	(3,492)	$	1,991	$	(17,194)

The following table presents reclassifications out of accumulated other comprehensive loss for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020:


		Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income								Affected line item in the Statement of Operations		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,						Three Months Ended December 31,				Six Months Ended December 31,
		2021		2020		2021		2020						2021		2020		2021			2020
Derivatives in cash flow hedging relationships	Derivatives in cash flow hedging relationships												Derivatives in cash flow hedging relationships
Interest rate swaps	Interest rate swaps	$	(4,396)	$	691	$	227	$	1,146		Interest expense, net		Interest rate swaps	$	2,973	$	2,001	$	5,470		$	4,623	Interest expense, net
Cross-currency swaps	Cross-currency swaps	661		2,665		(9,631)		6,203			Other income (expense), net		Cross-currency swaps	3,821		(5,525)		7,808			(10,292)		Other income (expense), net
Total before income tax	Total before income tax	(3,735)		3,356		(9,404)		7,349			(Loss) income before income taxes		Total before income tax	6,794		(3,524)		13,278			(5,669)		Income before income taxes
Income tax	Income tax	650		(825)		1,022		(1,812)			Income tax expense (benefit)		Income tax	974		298		36			372		Income tax expense
Total	Total	$	(3,085)	$	2,531	$	(8,382)	$	5,537				Total	$	7,768	$	(3,226)	$	13,314		$	(5,297)

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020 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) Income									Affected line item in the Statement of Operations	Amount of Gain (Loss) Recognized in Net Income										Affected line item in the Statement of Operations
			Three Months Ended March 31,				Nine Months Ended March 31,							Three Months Ended December 31,				Six Months Ended December 31,
			2021		2020		2021		2020							2021		2020		2021			2020
Currency contracts	Currency contracts		$	12,329	$	18,039	$	(20,635)	$	25,730			Other income (expense), net		Currency contracts	$	7,161	$	(19,496)	$	20,024		$	(32,964)	Other income (expense), net
Interest rate swaps	Interest rate swaps		6,395		0		6,844		0				Other income (expense), net		Interest rate swaps	(680)		476		(216)			449		Other income (expense), net
Total	Total		$	18,724	$	18,039	$	(13,791)	$	25,730					Total	$	6,481	$	(19,020)	$	19,808		$	(32,515)

5. Accumulated Other Comprehensive ~~Income (Loss)~~Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive ~~income (loss)~~loss by component, net of tax of $~~643~~1,189, for the ~~nine~~six months ended ~~March~~December 31, 2021:

Gains (losses) on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total
Balance as of June 30, 2020 $ (30,078) $ (1,399) $ (57,199) $ (88,676)
Other comprehensive income (loss) before reclassifications 13,447 (336) (1,028) 12,083
Amounts reclassified from accumulated other comprehensive loss to net (loss) income (8,382) — — (8,382)
Net current period other comprehensive income (loss) 5,065 (336) (1,028) 3,701
Balance as of March 31, 2021 $ (25,013) $ (1,735) $ (58,227) $ (84,975)


	(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 (loss) before reclassifications (3)	(4,423)		444		4,820		841
Amounts reclassified from accumulated other comprehensive loss to net income	13,314		—		—		13,314
Net current period other comprehensive income (loss)	8,891		444		4,820		14,155
Balance as of December 31, 2021	$	(14,940)	$	(1,291)	$	(41,096)	$	(57,327)

________________________

(1) ~~Gains (losses)~~(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~~December 31, 2021 and June 30, ~~2020,~~2021, the translation adjustment is inclusive of the effects of our net investment hedges, of which unrealized gains of ~~$3,741~~$7,871 and ~~$20,509,~~$1,457, respectively, net of tax, have been included in accumulated other comprehensive loss.

(3) During the second quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to increase the translation adjustments, net of hedges presented above by $9,027 for the six months ended December 31, 2021. Refer to Note 2 for additional details.

6. Goodwill

The carrying amount of goodwill by reportable segment as of ~~March~~December 31, 2021 and June 30, ~~2020~~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)	72,942		—		—		—		72,942


Adjustments (2)	(821)		—		—		—		(821)
Effect of currency translation adjustments (3)	(1,286)		(6,497)		(7,982)		(175)		(15,940)
Balance as of December 31, 2021	$	295,982	$	130,810	$	156,238	$	200,130	$	783,159

Vistaprint PrintBrothers The Print Group All Other Businesses Total
Balance as of June 30, 2020 $ 150,846 $ 129,764 $ 155,197 $ 186,097 $ 621,904
Acquisitions (1) 71,401 0 0 0 71,401
Adjustments (609) — — — (609)
Effect of currency translation adjustments (2) 1,862 5,495 6,573 0 13,930
Balance as of March 31, 2021 $ 223,500 $ 135,259 $ 161,770 $ 186,097 $ 706,626

~~_________________~~________________________

(1) On October 1, ~~2020,~~2021, we acquired ~~99designs~~Depositphotos Inc., which is included in our ~~Vistaprint~~Vista reportable segment. Refer to Note 7 for additional details.

(2) We recognized an immaterial balance sheet adjustment related to our 99design acquisition during the six months ended December 31, 2021, which was offset against goodwill.

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

~~Goodwill Recoverability Assessment~~

During the third quarter of fiscal 2021, we evaluated whether any triggering events exist across each of our reporting units to determine whether an impairment analysis is necessary. We identified triggering events for our Druck, Easyflyer and Exaprint reporting units, due in part to the reemergence of new pandemic-related lockdowns and restrictions in certain European countries which has resulted in a more prolonged reduction to cash flows when compared to the cash flows forecasted in our most recent impairment analysis that was performed during the third quarter of fiscal 2020.

As required, prior to performing the quantitative goodwill impairment test, we first evaluated the recoverability of long-lived assets as the change in expected long-term cash flows is indicative of a potential impairment. We performed the recoverability test using undiscounted cash flows for the asset groups of all three reporting units and concluded that no impairment of long-lived assets exists.

After performing the long-lived assets recoverability test, we performed a quantitative assessment of goodwill of the three reporting units and compared the carrying value to the estimated fair value. For each reporting unit, the estimated fair value of the reporting unit exceeded the related carrying value and we concluded that no impairment exists. We used the income approach, specifically the discounted cash flow method, to derive the fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income producing assets. We considered using the market approach but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available.

The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. Our goodwill analysis requires significant judgment, including the identification of reporting units and the amount and timing of expected future cash flows. While we believe our assumptions are reasonable, actual results could differ from our projections.

Although some of our businesses are experiencing more prolonged impacts that we expect will have a negative impact on near-term cash flows, we believe that these negative impacts are temporary. We did not identify triggering events for the reporting units that are performing better than previously estimated or maintained significant headroom in our most recent analysis.

~~Fiscal 2020~~

During the third quarter of fiscal 2020, nearly all of our businesses had experienced significant declines in revenue during the month of March, due to the disruptions associated with the COVID-19 pandemic. As a result, we concluded that a triggering event existed for all ten reporting units with goodwill, which required us to perform an impairment test in the current quarter. We estimated the near-term financial impacts of this economic disruption and

~~utilized different scenarios that evaluate outcomes that would indicate more or less severe demand declines, as well as different time horizons for the post-pandemic recovery period.~~

For seven of our reporting units, a significant level of headroom existed between the estimated fair value and carrying value of the reporting units at our May 31, 2019 test date, and significant headroom remained after considering the deterioration in cash flow due to COVID-19 or the reporting unit was recently acquired, resulting in no indication of impairment. For three of our reporting units, we identified triggering events that extend beyond the near-term impacts of the pandemic, which include reductions to the long-term profitability outlooks for our Exaprint, National Pen and VIDA reporting units. As a result of the considerations noted, we concluded it was more likely than not that the fair value of each of these three reporting units are below each of their respective carrying amount.

Our goodwill impairment test resulted in impairment charges to our Exaprint reporting unit, included within The Print Group reportable segment, the National Pen reporting unit, and our VIDA reporting unit, included within our All Other Business reportable segment. Based on the goodwill impairment test performed, we recognized the following impairment charges during the three months ended March 31, 2020:

•~~A partial impairment of the goodwill of our Exaprint reporting unit of $40,391~~

•~~A full impairment of the goodwill of our National Pen reporting unit of $34,434~~

•~~A full impairment of the goodwill of our VIDA reporting unit of $26,017~~

7. Business Combinations

Acquisition of Depositphotos Inc.

On October 1, ~~2020,~~2021, we acquired ~~99designs,~~Depositphotos Inc. and its subsidiaries ("~~99designs"~~Depositphotos"), a global creative platform for ~~graphic~~digital design. We acquired all outstanding shares of the company for a purchase price of ~~$90,000, subject to~~$84,900, which includes a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid ~~$45,000~~$76,119 in cash at closing, and ~~will pay~~ the remaining purchase consideration, including the post-closing adjustment ~~on February 15,~~but net of any indemnifiable losses recoverable against the deferred amount, will be paid in two separate deferred payments. The first, and smaller, payment will be made in January 2022 and the second, and majority, of the deferred payment is due in October 2022.

The acquisition is managed within our ~~Vistaprint~~Vista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design. The acquisition also includes their 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 ~~a global platform that connects designers~~another vehicle for the acquisition of new customers, to whom we plan to cross-sell our other products and ~~clients, making it easier for small businesses to access both professional design services and marketing products in one place.~~services.

The table below details the consideration transferred to acquire ~~99designs:~~Depositphotos:


Cash consideration (paid at closing)	$	~~45,000~~76,119
~~Fair value of deferred~~Deferred payment	~~43,381~~8,781
~~Final post closing adjustment~~	~~310~~
Total purchase price	$	~~88,691~~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 ~~Vistaprint reportable segment~~Vista reporting unit and ~~the portion~~none of ~~such~~the goodwill balance ~~that~~ is deductible for tax ~~purposes is $19,667.~~purposes. Additionally, we identified and valued ~~99designs~~Depositphotos intangible assets, which include their trade name, ~~designer network,~~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 may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates, which are expected to be finalized prior to the end of fiscal year 2022.

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

~~8,603~~7,173

n/a

Accounts receivable, net

~~494~~329

n/a

Prepaid expenses and other current assets

~~1,167~~448

n/a

Property, plant and equipment, net

73611

n/a

Operating lease assets, net

383

n/a

Other assets

~~142~~324

n/a

Accounts payable

~~(220)~~(843)

n/a

Accrued expenses

~~(6,679)~~(5,009)

n/a

Deferred revenue

~~(5,806)~~(10,999)

n/a

~~Other~~Operating lease liabilities, ~~(1)~~current

~~(625)~~(152)

n/a

Deferred tax liabilities

(4,176)

n/a

Operating lease liabilities, non-current

(231)

n/a

Identifiable intangible assets:

Customer relationships

11,600

4 years

Trade name

~~1,550~~2,500

10 years

Developed technology

2,300

2 years

~~Developed technology~~Owned content

~~13,400~~7,700

310 years

~~Designer network~~Goodwill

~~5,800~~

~~7 years~~

~~Goodwill (1)~~

~~70,792~~72,942

n/a

Total purchase price

~~88,691~~84,900

n/a

~~_________________~~

~~(1) During the third quarter of fiscal 2021 we recorded a measurement period adjustment totaling $609 to other liabilities which was offset against goodwill.~~

~~99designs~~Depositphotos has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of ~~99designs~~Depositphotos included in our consolidated financial statements for the three and ~~nine~~six months ended ~~March~~December 31, 2021 are not material, and therefore no proforma financial information is presented. We used our ~~credit facility~~cash on hand to ~~finance~~fund the acquisition. In connection with the acquisition, we incurred ~~$1,183~~ $387 and $887in general and administrative expenses, as part of our central and corporate costs during the ~~nine~~three and six months ended ~~March~~December 31, 2021, respectively, primarily related to legal, financial, and other professional services.

8. Other Balance Sheet Components

Accrued expenses included the following:


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
Compensation costs	Compensation costs	$	74,170	$	67,307	Compensation costs	$	67,558	$	73,861
Income and indirect taxes(1)	Income and indirect taxes(1)	52,054		53,161		Income and indirect taxes(1)	58,186		46,074
Advertising costs ~~(1)~~	Advertising costs ~~(1)~~	28,401		14,746		Advertising costs ~~(1)~~	33,701		35,093
Interest payable (2)		26,700		8,359
Shipping costs (1)						Shipping costs (1)	10,294		9,401
Production costs(1)	Production costs(1)	6,412		7,012		Production costs(1)	8,160		6,881
Sales returns(1)	Sales returns(1)	5,997		5,166		Sales returns(1)	6,840		5,636
Shipping costs		7,541		5,080
Purchases of property, plant and equipment						Purchases of property, plant and equipment	3,333		1,110
Professional fees	Professional fees	3,286		3,452		Professional fees	2,837		4,210
Purchases of property, plant and equipment		1,292		1,685
Interest payable						Interest payable	2,495		2,399
Other	Other	59,740		44,796		Other	67,526		62,848
Total accrued expenses	Total accrued expenses	$	265,593	$	210,764	Total accrued expenses	$	260,930	$	247,513

~~_________________~~________________________

(1)(1) The increase in ~~advertising~~income and indirect taxes, shipping and production costs, is primarily due to expanded return thresholds for performance advertising channels in our Vistaprint business as compared to the fourth quarter of fiscal 2020, in addition to investment in upper-funnel advertising.

~~(2) The increase in interest payable as of March 31, 2021,~~and sales returns is due to increased sales volumes during our peak holiday season in the ~~interest on~~second quarter of our ~~2026 Notes being payable semi-annually on June 15 and December 15 of each~~fiscal year. ~~Refer to Note 9 for further detail.~~

Other current liabilities included the following:


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
Current portion of finance lease obligations(1)	Current portion of finance lease obligations(1)	$	9,336	$	8,055	Current portion of finance lease obligations(1)	$	7,556	$	32,314
Short-term derivative liabilities	Short-term derivative liabilities	19,417		3,521		Short-term derivative liabilities	6,674		20,530

Other ~~(1)~~(2)	Other ~~(1)~~(2)	48,916		1,692		Other ~~(1)~~(2)	61,369		50,671
Total other current liabilities	Total other current liabilities	$	77,669	$	13,268	Total other current liabilities	$	75,599	$	103,515

~~_____________________~~________________________

(1) The ~~increase~~decrease in ~~other~~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 three and six months ended December 31, 2021. Refer to Note 2 for additional details.

(2) Other current liabilities ~~is driven by~~increased as $8,781 of the purchase price to acquire Depositphotos was deferred ~~payment related to the 99designs acquisition totaling $43,691, which was included~~with payments due in ~~other long-term liabilities as of December 31, 2020.~~January and October 2022. Refer to Note 7 for ~~additional~~ details. This also includes a deferred payment of $43,691 associated with our prior year acquisition of 99designs that is payable in February 2022.

Other liabilities included the following:


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
Long-term finance lease obligations	Long-term finance lease obligations	$	17,695	$	18,617	Long-term finance lease obligations	$	16,649	$	18,528
Long-term derivative liabilities	Long-term derivative liabilities	42,162		51,800		Long-term derivative liabilities	23,420		41,074

Other	Other	32,929		17,770		Other	38,453		36,808
Total other liabilities	Total other liabilities	$	92,786	$	88,187	Total other liabilities	$	78,522	$	96,410

9. Debt


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
7.0% Senior unsecured notes due 2026		$	600,000	$	600,000
7.0% Senior notes due 2026						7.0% Senior notes due 2026	$	600,000	$	600,000
Senior secured credit facility	Senior secured credit facility	471,500		570,483		Senior secured credit facility	1,128,999		1,152,021
12.0% Second lien notes due 2025		300,000		300,000

Other	Other	12,629		11,694		Other	10,428		12,835
Debt issuance costs and debt premiums (discounts)	Debt issuance costs and debt premiums (discounts)	(42,883)		(48,587)		Debt issuance costs and debt premiums (discounts)	(21,158)		(22,450)
Total debt outstanding, net	Total debt outstanding, net	1,341,246		1,433,590		Total debt outstanding, net	1,718,269		1,742,406
Less: short-term debt (1)	Less: short-term debt (1)	9,012		17,933		Less: short-term debt (1)	11,217		9,895
Long-term debt	Long-term debt	$	1,332,234	$	1,415,657	Long-term debt	$	1,707,052	$	1,732,511

_____________________

(1) Balances as of ~~March~~December 31, 2021 and June 30, ~~2020~~2021 are inclusive of short-term debt issuance costs, debt premiums and discounts of ~~$10,932~~$3,498 and ~~$10,362,~~$3,435, respectively.

~~Our Debt~~

Our various debt arrangements described below contain customary representations, warranties and events of default. As of ~~March~~December 31, 2021, we were in compliance with all ~~financial and other~~ covenants under ~~the~~our amended and restated senior secured credit agreement ~~(which have been reinstated with modified terms, as described below),~~("Restated Credit Agreement") and the indenture governing our 2026 Notes ~~and the indenture governing our Second Lien Notes.~~(as defined below).

Senior Secured Credit Facility

On ~~April 28, 2020,~~May 17, 2021, we entered into an amendment to our senior secured credit agreement to suspend our pre-existing maintenance covenants, including the total and senior secured leverage covenants and interest coverage ratio covenant, until the earliera Restated Credit Agreement consisting of the date on which we published our financial results for the quarter ending December 31, 2021 and the date on which we elected to exit the Covenant Suspension Period. On February 16, 2021, we elected to end the Covenant Suspension Period early, and amended our financial maintenance covenants through and including the quarter ending September 30, 2022. A summary of these changes are as follows:following:

•~~Maximum Leverage Ratio~~A senior secured Term Loan B with a maturity date of ~~Consolidated Total Indebtedness to Consolidated EBITDA for the four trailing fiscal quarters~~May 17, 2028 (the “Term Loan B”), consisting of:

◦a $795,000 tranche that bears interest at LIBOR (with a LIBOR floor of ~~5.25 to 1.00 during the period from February 16, 2021 through~~0.50%) plus 3.50%, and ~~including September 30, 2022 (the “Covenant Adjustment Period”) and 4.75 to 1.00 following the Covenant Adjustment Period~~

◦

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

•~~Maximum Senior Secured~~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, ~~of Consolidated Senior Secured Indebtedness to Consolidated EBITDA for~~a net leverage calculation, as defined in the ~~four trailing fiscal quarters of 3.00 to 1.00 during the Covenant Adjustment Period and 3.25 to 1.00 following the Covenant Adjustment Period~~Restated Credit Agreement.

•Minimum Interest Coverage Ratio of Consolidated EBITDA to Consolidated Interest Expense to the extent paid in cash, in each case for the four trailing fiscal quarters, of 3.00 to 1.00, but if Cimpress repays in full its 12.0% Senior Secured Notes Due 2025, then the calculation of Consolidated Interest Expense excludes all cash interest expense in respect of such Second Lien Notes incurred in the fiscal quarter during which the Second Lien Notes are repaid as well as the three preceding fiscal quarters

~~In addition, the February 2021 amendment modified several of the negative~~The Restated Credit Agreement contains covenants that restrict or limit certain activities and ~~actions of~~transactions by Cimpress and our ~~business,~~subsidiaries, including, but not limited to, ~~removing most~~the incurrence of ~~the more restrictive limitations on~~additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments ~~acquisitions,~~ 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 ~~were in place during~~ the ~~Covenant Suspension Period.~~

~~The maturity date was not changed~~First Lien Leverage Ratio calculated as ~~part~~ of the ~~February 2021 amendment and remains in November 2024, but will reset~~last day of such quarter does not exceed 3.25 to ~~February 2025 upon redemption of our senior secured notes. Additionally, the capacity of our senior secured credit facility was not changed and includes an $850,000 revolver and $142,500 term loan.~~1.00.

As of ~~March~~December 31, 2021, we have ~~drawn commitments~~borrowings under the ~~credit facility~~Restated Credit Agreement of ~~$471,500 as follows:~~

•~~Revolving loans~~$1,128,999 consisting of ~~$329,000 with a maturity date of November 15, 2024~~

•the Term ~~loans of $142,500 amortizing~~Loan B, which amortizes over the loan period, with a final maturity date of ~~November 15, 2024~~May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of December 31, 2021.

As of ~~March~~December 31, 2021, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was ~~5.41%~~4.68%, 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 ~~0.50%~~0.45% depending on our ~~total leverage ratio.~~First Lien Leverage Ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our ~~outstanding~~ debt as of ~~March~~December 31, 2021.

~~Second Lien Notes~~

On May 1, 2020, we completed a private placement of $300,000 in aggregate principal of 12% second lien notes due 2025 (the "Second Lien Notes") and warrants to funds managed by affiliates of Apollo Global Management, Inc. (the "Apollo Funds"). These Second Lien Notes and warrants were issued at a discount of $6,000, resulting in net proceeds of $294,000. We used the proceeds to pay down a portion of the term loans under our senior secured credit facility and to pay fees and expenses incurred in connection with the financing and the above-described amendment.

The Second Lien Notes bear interest at 12% per annum, 50% of which can be paid-in-kind at our option, and mature on May 15, 2025. We may prepay the Second Lien Notes in whole or in part after the first anniversary with a 3% premium, after the second anniversary with a 1% premium, and after the third anniversary with no premium with proceeds from certain debt financings. We intend to prepay the Second Lien Notes on the first call date in May 2021.

Each of Cimpress subsidiaries that guarantees our obligations under our senior secured credit agreement guarantees the Second Lien Notes. The Second Lien Notes and the guarantees thereof rank equal in right of payment with existing and future senior indebtedness of Cimpress, including Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement, and are secured by the same assets securing Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement on a second lien basis subject to limited exceptions and the terms of the intercreditor agreement among Cimpress, the subsidiary guarantors, JPMorgan Chase Bank, N.A. as administrative agent under the senior secured credit agreement, and U.S. Bank National Association as collateral agent under the indenture for the Second Lien Notes.

The Apollo Funds also received 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875% of our outstanding diluted ordinary shares at the time of issuance. Based on the terms of the purchase agreement, the two instruments exist separately and should be treated as separate securities; therefore the warrants are considered to be detachable.

The warrants have an exercise price of $60 per share, representing an approximately 17% premium to the 10-day volume weighted average price of our shares as of April 28, 2020. The warrants are classified as equity as they are strictly redeemable in our own shares, and they may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.

Senior Unsecured Notes

We have issued $600,000 in aggregate principal of 7.0% ~~senior unsecured notes~~Senior Notes due 2026 (the "2026 Notes")., which are unsecured. We have the right to redeem, at any time prior to June 15, 2021, some or all of the 2026 Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole amount as set forth in the indenture, plus accrued and unpaid interest to, but not including, the redemption date. In addition, we have the right to redeem, at any time prior to June 15, 2021, up to 40% of the aggregate outstanding principal amount of the 2026 Notes at a redemption price equal to 107% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net proceeds of certain equity offerings by Cimpress. At any time on or after June 15, 2021, we maycan 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 December 31, 2021, 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~~December 31, 2021 and June 30, ~~2020,~~2021, we had ~~$12,629~~$10,428 and~~$11,694,~~ $12,835, respectively, outstanding for those obligations that are payable through January 2026.

10. Income Taxes

Our income tax expense was ~~$3,927~~$17,298 and ~~$23,675~~$26,679 for the three and ~~nine~~six months ended ~~March~~December 31, 2021, respectively, as compared to ~~income tax expense of $1,039~~$12,954 and $19,748 for the three and six months ended ~~March~~December 31, 2020, and income tax benefit of $86,641 for the nine months ended March 31, 2020. For the period ended March 31, 2020, we calculated our year-to-date income tax on ordinary income based on the actual year-to-date effective tax rate rather than the estimated annual tax rate. The increased tax expense for the three months ended March 31, 2021 was primarily due to a higher forecasted effective tax rate as compared to the actual effective tax rate for the same prior year period. In the nine months ended March 31, 2020, we recognized a discrete tax benefit of $114,114 related to Swiss Tax Reform. Excluding this benefit, tax expense would have decreased, primarily attributable to decreased pre-tax income for the nine months ended March 31, 2021 as compared to the same prior year period.respectively. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal ~~2021~~2022 as compared to fiscal ~~2020,~~2021 primarily due to ~~increased non-deductible interest expense and~~ 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.

During the nine months ended March 31, 2021, our unrecognized tax benefits increased by $8,264, primarily due to tax positions taken in prior periods for which we have determined it is more likely than not that they will not be sustained upon audit. As of ~~March~~December 31, 2021 we had unrecognized tax benefits of ~~$14,495,~~$15,139, including accrued interest and penalties of ~~$914.~~$1,174. We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, ~~$8,051~~$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, but we expect any such reduction to be immaterial.~~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 ~~2014~~2015 through ~~2020~~2021 remain open for examination by the ~~IRS~~U.S. Internal Revenue Service and the years 2015 through ~~2020~~2021 remain open for examination in the various states and ~~non-US~~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 ~~Interests~~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. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity. We recognize redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis with the offset to retained earnings in the consolidated balance sheet. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value is offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations.

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 current quarter and no options were exercised. If the put options are ~~exercisable beginning in 2021, while~~exercised, then Cimpress may redeem the ~~associated~~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 ~~become exercisable in 2026. As~~for the full amount of ~~March~~the minority equity interest with the first exercise window occurring during the second quarter of fiscal year 2027.

During the six months ended December 31, 2021, the redemption value ~~was less than~~of a PrintBrothers business increased above the carrying value ~~and therefore no adjustment was required. During~~due to strong financial performance during the ~~second quarter of fiscal 2021, we repurchased equity interests ranging from 0.56% to 1.15% in each~~first half of the ~~three businesses for~~current fiscal year as well as the lapping of a ~~total~~period where performance was more severely impacted by the pandemic. The increased redemption value resulted in an adjustment to the redeemable noncontrolling interest of ~~$5,063.~~$16,037, with the offsetting amount recognized within retained earnings since the redemption value remains below the estimated fair value.

All Other Businesses

On October 1, 2018, we acquired approximately 99% of the outstanding equity interests of BuildASign LLC. The remaining 1% is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. ~~During~~As of December 31, 2021, the ~~nine months ended March~~

redemption value of the noncontrolling equity interest was less than the carrying value, and therefore no adjustment was required.

On April 23, 2021, we acquired 81% of the outstanding equity interests of a U.S.-based company that provides production expertise and sells into a growing product category. The remaining19% is considered a redeemable noncontrolling equity interest as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. On the acquisition date, we recognized the redeemable noncontrolling interest at fair value of $4,370. As of December 31, 2021, the redemption value ~~increased above~~was less than the carrying value, ~~due to continued strong financial performance, resulting in an~~and therefore no adjustment ~~to the redeemable noncontrolling interest of $966, which~~ was ~~recognized as an adjustment to retained earnings.~~required.

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

Redeemable noncontrolling interests

Balance as of June 30, ~~2020~~2021

~~69,106~~71,120

Accretion to redemption value recognized in retained earnings (1)

~~1,086~~16,037

Net income attributable to noncontrolling interest

~~2,500~~3,102

Distribution to noncontrolling interest (2)

~~(4,599)~~(3,963)

Purchase of noncontrolling interest

~~(5,063)~~(52)

Foreign currency translation

~~1,220~~ (1,461)

Balance as of ~~March~~December 31, 2021

~~64,250~~84,783

_________________

(1) 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. Refer above for additional details.

(2) During the three months ended December 31, 2021, we made a required annual distribution to the noncontrolling interest holders of a PrintBrothers business. The distribution is determined based on forecasted performance and will be adjusted for actual results upon exercise of the related put or call options described above.

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.

As of ~~March~~December 31, 2021, we have numerous operating segments under our management reporting structure which are reported in the following 5 reportable segments:

•~~Vistaprint~~Vista - ~~Includes~~Vista is the ~~operations~~parent brand of ~~our global Vistaprint websites~~multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, and ~~our Webs-branded business, which is managed with the Vistaprint-branded digital business. Also included is our Vistaprint~~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, ~~which serves medium-sized businesses and large corporations, our 99designs business which~~

whose subsidiary, Crello, was ~~acquired on October 1, 2020, as well as a legacy revenue stream with retail partners and franchise businesses.~~rebranded to VistaCreate during the current quarter.

•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. ~~With the exception of~~In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two ~~early-stage~~smaller businesses that we continue to manage at a relatively modest operating ~~loss.~~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. In the fourth quarter of fiscal year 2021, we closed a small acquisition under BuildASign in a new product category.

◦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.

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 December 31,			Six Months Ended December 31,
		2021		2020		2021		2020
Revenue:
Vista (1)		$	448,114	$	431,076	$	797,594	$	760,367
PrintBrothers		137,694		121,806		263,051		221,918
The Print Group		90,130		76,204		162,950		142,641
National Pen		124,717		114,692		193,981		182,341
All Other Businesses		57,719		55,365		105,590		98,843
Total segment revenue		858,374		799,143		1,523,166		1,406,110
Inter-segment eliminations (2)		(8,658)		(18,239)		(15,851)		(38,706)
Total consolidated revenue		$	849,716	$	780,904	$	1,507,315	$	1,367,404

_____________________

(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 $5,241 for the three and six months ended December 31, 2020. Refer to Note 2 for additional details.

Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 2020
Revenue (1):
Vistaprint $ 327,454 $ 316,310 $ 1,093,062 $ 1,092,786
PrintBrothers 93,997 109,496 315,915 345,403
The Print Group 59,945 68,537 202,586 228,494
National Pen 62,220 68,362 244,561 266,510
All Other Businesses 44,062 39,237 142,905 131,287
Total segment revenue 587,678 601,942 1,999,029 2,064,480
Inter-segment eliminations (8,827) (3,982) (47,533) (12,228)
Total consolidated revenue $ 578,851 $ 597,960 $ 1,951,496 $ 2,052,252

~~_____________________~~

~~(1)~~(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 six months ended December 31, 2021 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 December 31, 2021
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	289,615	$	—	$	—	$	57,976	$	51,035	$	398,626
Europe	117,627		137,173		87,596		53,797		—		396,193
Other	39,767		—		—		9,229		5,901		54,897
Inter-segment	1,105		521		2,534		3,715		783		8,658
Total segment revenue	448,114		137,694		90,130		124,717		57,719		858,374
Less: inter-segment elimination	(1,105)		(521)		(2,534)		(3,715)		(783)		(8,658)
Total external revenue	$	447,009	$	137,173	$	87,596	$	121,002	$	56,936	$	849,716


		Three Months Ended March 31, 2021													Six Months Ended December 31, 2021
		Vistaprint		PrintBrothers		The Print Group		National Pen		All Other		Total			Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:	Revenue by Geographic Region:													Revenue by Geographic Region:
North America	North America	$	214,663	$	0	$	0	$	33,398	$	39,407	$	287,468	North America	$	534,064	$	—	$	—	$	99,014	$	92,343	$	725,421
Europe	Europe	73,524		93,831		57,536		19,731		0		244,622		Europe	189,160		262,301		158,751		74,648		—		684,860
Other	Other	38,656		—		—		4,012		4,093		46,761		Other	72,563		—		—		12,762		11,709		97,034
Inter-segment	Inter-segment	611		166		2,409		5,079		562		8,827		Inter-segment	1,807		750		4,199		7,557		1,538		15,851
Total segment revenue	Total segment revenue	327,454		93,997		59,945		62,220		44,062		587,678		Total segment revenue	797,594		263,051		162,950		193,981		105,590		1,523,166
Less: inter-segment elimination	Less: inter-segment elimination	(611)		(166)		(2,409)		(5,079)		(562)		(8,827)		Less: inter-segment elimination	(1,807)		(750)		(4,199)		(7,557)		(1,538)		(15,851)
Total external revenue	Total external revenue	$	326,843	$	93,831	$	57,536	$	57,141	$	43,500	$	578,851	Total external revenue	$	795,787	$	262,301	$	158,751	$	186,424	$	104,052	$	1,507,315


		Nine Months Ended March 31, 2021													Three Months Ended December 31, 2020
		Vistaprint		PrintBrothers		The Print Group		National Pen		All Other		Total			Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:	Revenue by Geographic Region:													Revenue by Geographic Region:
North America	North America	$	715,494	$	0	$	0	$	112,397	$	128,013	$	955,904	North America	$	268,736	$	—	$	—	$	48,678	$	49,662	$	367,076
Europe	Europe	277,649		315,336		187,257		87,913		0		868,155		Europe	126,877		121,564		69,343		47,578		—		365,362
Other	Other	98,215		—		—		16,359		12,863		127,437		Other	34,792		—		—		8,699		4,975		48,466
Inter-segment	Inter-segment	1,704		579		15,329		27,892		2,029		47,533		Inter-segment	671		242		6,861		9,737		728		18,239
Total segment revenue	Total segment revenue	1,093,062		315,915		202,586		244,561		142,905		1,999,029		Total segment revenue	431,076		121,806		76,204		114,692		55,365		799,143
Less: inter-segment elimination	Less: inter-segment elimination	(1,704)		(579)		(15,329)		(27,892)		(2,029)		(47,533)		Less: inter-segment elimination	(671)		(242)		(6,861)		(9,737)		(728)		(18,239)
Total external revenue	Total external revenue	$	1,091,358	$	315,336	$	187,257	$	216,669	$	140,876	$	1,951,496	Total external revenue	$	430,405	$	121,564	$	69,343	$	104,955	$	54,637	$	780,904

Three Months Ended March 31, 2020
Vistaprint PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 222,294 $ 0 $ 0 $ 41,093 $ 35,040 $ 298,427
Europe 74,335 109,246 67,617 21,146 0 272,344
Other 18,074 — — 5,142 3,973 27,189
Inter-segment 1,607 250 920 981 224 3,982
Total segment revenue 316,310 109,496 68,537 68,362 39,237 601,942
Less: inter-segment elimination (1,607) (250) (920) (981) (224) (3,982)
Total external revenue $ 314,703 $ 109,246 $ 67,617 $ 67,381 $ 39,013 $ 597,960


	Six Months Ended December 31, 2020
	Vista		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	500,831	$	—	$	—	$	78,999	$	88,606	$	668,436
Europe	204,125		221,505		129,721		68,182		—		623,533
Other	54,318		—		—		12,347		8,770		75,435
Inter-segment	1,093		413		12,920		22,813		1,467		38,706
Total segment revenue	760,367		221,918		142,641		182,341		98,843		1,406,110
Less: inter-segment elimination	(1,093)		(413)		(12,920)		(22,813)		(1,467)		(38,706)
Total external revenue	$	759,274	$	221,505	$	129,721	$	159,528	$	97,376	$	1,367,404

2826

Nine Months Ended March 31, 2020
Vistaprint PrintBrothers The Print Group National Pen All Other Total
Revenue by Geographic Region:
North America $ 753,724 $ 0 $ 0 $ 137,035 $ 114,667 $ 1,005,426
Europe 269,936 344,581 226,156 104,346 0 945,019
Other 63,666 — — 22,201 15,940 101,807
Inter-segment 5,460 822 2,338 2,928 680 12,228
Total segment revenue 1,092,786 345,403 228,494 266,510 131,287 2,064,480
Less: inter-segment elimination (5,460) (822) (2,338) (2,928) (680) (12,228)
Total external revenue $ 1,087,326 $ 344,581 $ 226,156 $ 263,582 $ 130,607 $ 2,052,252

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


		Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended December 31,		Six Months Ended December 31,
		2021		2020		2021		2020					2021		2020		2021		2020
Segment EBITDA:	Segment EBITDA:										Segment EBITDA:
Vistaprint		$	64,333	$	73,780	$	266,821	$	299,941
Vista											Vista		$	92,689	$	112,331	$	160,728	$	202,488
PrintBrothers	PrintBrothers	7,560		8,686		33,732		35,922			PrintBrothers		18,605		16,457		34,888		26,172
The Print Group	The Print Group	6,475		10,934		31,227		42,673			The Print Group		16,358		12,569		30,747		24,752
National Pen	National Pen	(3,324)		(1,244)		4,733		17,005			National Pen		31,599		18,728		23,551		8,057
All Other Businesses	All Other Businesses	6,515		3,187		25,781		8,572			All Other Businesses		6,264		10,657		11,155		19,266
Total segment EBITDA	Total segment EBITDA	81,559		95,343		362,294		404,113			Total segment EBITDA		165,515		170,742		261,069		280,735
Central and corporate costs	Central and corporate costs	(34,144)		(38,344)		(96,148)		(110,402)			Central and corporate costs		(36,626)		(30,984)		(71,898)		(62,004)
Depreciation and amortization	Depreciation and amortization	(42,809)		(41,840)		(128,696)		(126,731)			Depreciation and amortization		(45,314)		(43,597)		(89,746)		(85,887)

Proceeds from insurance		(122)		0		(122)		0

Certain impairments and other adjustments(1)	Certain impairments and other adjustments(1)	(20,563)		(101,976)		(21,131)		(102,736)			Certain impairments and other adjustments(1)		2,713		215		3,493		(568)
Restructuring-related charges	Restructuring-related charges	382		(919)		(1,714)		(5,006)			Restructuring-related charges		(307)		(2,182)		2		(2,096)

Total (loss) income from operations		(15,697)		(87,736)		114,483		59,238
Total income from operations											Total income from operations		85,981		94,194		102,920		130,180
Other income (expense), net	Other income (expense), net	9,785		22,537		(16,167)		29,171			Other income (expense), net		12,839		(17,198)		26,009		(25,952)
Interest expense, net	Interest expense, net	(29,002)		(17,262)		(89,659)		(48,050)			Interest expense, net		(25,369)		(30,141)		(51,057)		(60,657)

(Loss) income before income taxes		$	(34,914)	$	(82,461)	$	8,657	$	40,359
Income before income taxes											Income before income taxes		$	73,451	$	46,855	$	77,872	$	43,571

Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 2020
Depreciation and amortization:
Vistaprint $ 14,881 $ 14,609 $ 43,420 $ 45,291
PrintBrothers 5,493 5,064 16,464 15,872
The Print Group 6,630 6,083 19,852 18,925
National Pen 6,304 6,294 18,626 17,398
All Other Businesses 4,524 6,049 14,783 17,910
Central and corporate costs 4,977 3,741 15,551 11,335
Total depreciation and amortization $ 42,809 $ 41,840 $ 128,696 $ 126,731
________________________

(1) During the three and six months ended December 31, 2021, we recognized a gain of $3,324 for the sale of a facility within general and administrative expense on our consolidated statement of operations. This gain is excluded from segment EBITDA and is therefore included as a positive adjustment to reconcile total segment EBITDA to income from operations. Refer to Note 2 for additional details about the sale of this facility.


	Three Months Ended December 31,			Six Months Ended December 31,
		2021		2020		2021		2020
Depreciation and amortization:
Vista		$	17,563	$	14,952	$	33,966	$	28,539
PrintBrothers		5,106		5,509		10,340		10,971
The Print Group		6,612		6,641		13,196		13,222
National Pen		6,220		6,255		12,128		12,322
All Other Businesses		4,381		4,391		9,423		10,259
Central and corporate costs		5,432		5,849		10,693		10,574
Total depreciation and amortization		$	45,314	$	43,597	$	89,746	$	85,887


	Three Months Ended December 31,			Six Months Ended December 31,
		2021		2020		2021		2020
Purchases of property, plant and equipment:
Vista		$	7,881	$	2,515	$	10,359	$	4,449
PrintBrothers		1,204		213		2,716		1,138
The Print Group		5,249		3,043		6,677		5,930
National Pen		1,023		1,372		2,211		2,824
All Other Businesses		2,157		1,014		3,672		1,968
Central and corporate costs		401		250		904		481
Total purchases of property, plant and equipment		$	17,915	$	8,407	$	26,539	$	16,790

2927

Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 2020
Purchases of property, plant and equipment:
Vistaprint $ 2,411 $ 134 $ 6,860 $ 10,831
PrintBrothers 286 2,397 1,424 3,396
The Print Group 980 4,949 6,910 13,943
National Pen 679 728 3,503 3,505
All Other Businesses 744 1,523 2,712 3,893
Central and corporate costs 846 813 1,327 3,070
Total purchases of property, plant and equipment $ 5,946 $ 10,544 $ 22,736 $ 38,638


		Three Months Ended March 31,				Nine Months Ended March 31,					Three Months Ended December 31,	Six Months Ended December 31,
		2021		2020		2021		2020				2021		2020		2021		2020
Capitalization of software and website development costs:	Capitalization of software and website development costs:									Capitalization of software and website development costs:
Vistaprint		$	10,414	$	5,895	$	21,830	$	15,674
Vista										Vista		$	8,618	$	4,429	$	16,190	$	11,416
PrintBrothers	PrintBrothers	379		90		970		712		PrintBrothers		236		185		468		591
The Print Group	The Print Group	398		374		1,061		1,249		The Print Group		519		433		945		663
National Pen	National Pen	604		775		1,673		2,590		National Pen		1,053		355		1,731		1,069
All Other Businesses	All Other Businesses	897		890		2,639		2,969		All Other Businesses		1,083		681		2,267		1,742
Central and corporate costs	Central and corporate costs	6,184		4,383		17,148		12,630		Central and corporate costs		4,986		5,558		10,533		10,964
Total capitalization of software and website development costs	Total capitalization of software and website development costs	$	18,876	$	12,407	$	45,321	$	35,824	Total capitalization of software and website development costs		$	16,495	$	11,641	$	32,134	$	26,445

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


		March 31, 2021		June 30, 2020			December 31, 2021		June 30, 2021
Long-lived assets (1):	Long-lived assets (1):					Long-lived assets (1):
United States(2)	United States(2)	$	87,136	$	161,853	United States(2)	$	91,888	$	107,868
Netherlands	Netherlands	76,449		82,897		Netherlands	73,620		75,996
Canada	Canada	57,685		67,367		Canada	63,020		60,779
Switzerland	Switzerland	65,269		58,013		Switzerland	71,511		68,880
Italy	Italy	46,559		46,317		Italy	46,010		47,776
France						France	24,011		25,417
Jamaica	Jamaica	20,802		21,563		Jamaica	19,611		20,550
Australia	Australia	21,060		19,695		Australia	20,990		21,298
France		25,564		23,917
Japan	Japan	15,168		15,430		Japan	13,928		14,891
Other	Other	96,964		94,922		Other	88,657		96,063
Total	Total	$	512,656	$	591,974	Total	$	513,246	$	539,518

___________________

(1) Excludes goodwill of ~~$706,626~~$783,159 and ~~$621,904,~~$726,979, intangible assets, net of ~~$194,502~~$180,960 and ~~$209,228, and~~$186,744, deferred tax assets of $~~135,491~~138,805 and ~~$143,496~~$149,618, and marketable securities, non-current of $27,693 and $50,713 as of ~~March~~December 31, 2021 and June 30, ~~2020,~~2021, respectively.

(2) The decrease in long-lived assets located in the United States was largely due to the sale of a facility which had a net book value of $15,860 as of June 30, 2021. Refer to Note 2 for additional details about the sale of the facility.

13. Commitments and Contingencies

Purchase Obligations

At ~~March~~December 31, 2021, we had unrecorded commitments under contract of ~~$211,311,~~$306,904, including third-party web services of ~~$96,741, software of $54,548,~~$97,982, inventory and third-party fulfillment purchase commitments of ~~$18,976,~~$31,813, software of $117,424, advertising of ~~$15,058, professional and consulting fees of $7,405,~~$22,868, production and computer equipment purchases of ~~$2,430~~$21,162, professional and consulting fees of $4,581, and other unrecorded purchase commitments of ~~$16,153.~~

$11,074.

Other Obligations

We deferred payments for several of our acquisitions resulting in the recognition of a liability of ~~$44,680 in aggregate~~$52,677 as of ~~March~~December 31, ~~2021. This balance includes the deferred payment related~~2021, of which $43,691 relates to the 99designs acquisition ~~totaling $43,691.~~and is payable in February 2022. The remaining liability includes deferred payments related to our acquisition of Depositphotos which are payable in January and October 2022. Refer to Note 7 for additional details.

~~Modification of Lease Obligations~~

On January 6, 2021, we entered into an arrangement that modifies the lease agreement for our Waltham, Massachusetts office location, which results in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we no longer lease. As part of the agreement, we were required to pay a termination fee of $8,761 in two equal installments. The first payment was made on January 6, 2021, and the remaining amount was paid on April 1, 2021. The termination fee is inclusive of the rent that would have otherwise been paid on the leased space through June 2021 while it remained vacant. We separately entered into a lease agreement for a new office location in Waltham, Massachusetts which will commence on June 1, 2021. Prior to the amendment, the total remaining lease commitments through September 2026 were $64,811. Under the modified lease term, combined with the new lease arrangement, the total lease commitments through September 2026 will be $20,183, excluding the termination penalties included above.

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~~six months ended ~~March~~December 31, 2021, we recognized immaterial adjustments to restructuring ~~benefits of $382~~expense due to changes in prior period estimates ~~while during the nine months ended March 31, 2021 we recognized costs of $1,714, due to organizational changes~~ within The Print Group segment intended to streamline certain activities. During the three and nine months ended March 31, 2020, we recognized restructuring charges of $919 and $5,006, respectively, related primarily to charges within our Vistaprint reportable segment.

The following table summarizes the restructuring activity during the ~~nine~~six months ended ~~March~~December 31, ~~2021:~~2021. All activity was related to employee termination benefits.

Severance and Related Benefits Other Restructuring Costs Total
Accrued restructuring liability as of June 30, 2020 $ 5,969 $ 77 $ 6,046
Restructuring charges 1,071 643 1,714
Cash payments (4,105) — (4,105)
Non-cash charges (1) — (643) (643)
Accrued restructuring liability as of March 31, 2021 $ 2,935 $ 77 $ 3,012

~~(1) Non-cash charges primarily include the write-off of property, plant and equipment, net in The Print Group segment to streamline certain activities.~~


	Accrued restructuring liability
Balance as of June 30, 2021	$	402
Restructuring charges	(2)
Cash payments	(244)
Non-cash charges	11
Balance as of December 31, 2021	$	167

~~15. Subsequent Event~~

On April 15, 2021, we announced plans to issue a senior secured Term Loan B to repay existing secured debt and bring additional liquidity onto our balance sheet. We expect this transaction to close in the fourth quarter of fiscal year 2021. The secured Term Loan B is expected to consist of a $795,000 tranche and a €300,000 tranche,

both due 2028. We plan to use the new debt to redeem all of our 12% Second Lien Notes due 2025, repay amounts drawn under our revolving credit facility and repay all borrowings in respect of our Term Loan A under our secured credit facility. The transaction would be approximately net leverage neutral on a pro-forma basis. The Second Lien notes would be redeemed at the first call date in mid-May 2021. The Term Loan A would terminate and Cimpress would retain a $250,000 revolving credit facility maturing in 2026.

Item 2.7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and revenues, the ~~potential effects~~anticipated impacts of global supply chain disruptions on our business, our expectations for the brand evolution of Vista and the anticipated benefits of the ~~COVID-19 pandemic and~~Depositphotos acquisition on our ~~expectations with respect to our~~Vista business, ~~markets, and financial results during and after the pandemic,~~ the anticipated effects of our investments in our business, ~~expected cost savings resulting from changes in our real estate lease footprint, the anticipated completion of our Term Loan B financing, the planned redemption of our Second Lien Notes,~~ sufficiency of our liquidity position, legal proceedings, currency volatility, and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “designed,” “potential,” “continue,” “target,” “seek” and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. ~~The Term Loan B financing may be delayed or may not close at all, and we may choose not to redeem our Second Lien Notes as planned.~~ Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; the development, severity, and duration of the COVID-19 ~~pandemic;~~pandemic and the timing and pace of economic recovery; our failure to anticipate and react to the effects of the pandemic on our customers, supply chain, markets, team members, and business; our inability to make the investments that we plan to make or the failure of those investments to achieve the results we expect; our failure to execute on the transformation of the Vista business; loss or unavailability of key personnel or our inability to recruit talented personnel to drive performance of our businesses; the failure of businesses we acquire or invest in to perform as ~~expected;~~expected, including possible impacts of the conflict in Ukraine on Depositphotos' operations; unanticipated changes in our markets, customers, or businesses; changes in the laws and regulations, or in the interpretation of laws and regulations, that affect our businesses; our failure to manage the growth and complexity of our business and expand our operations; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in ~~our Form 10-K for~~ the ~~fiscal year ended June 30, 2020 and the other~~ documents that we periodically file with the SEC.

Executive Overview

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. 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 introduced a new parent brand "Vista", reflecting the business' ongoing transformation into the expert design and marketing partner for small businesses around the world. This new parent brand encompasses VistaPrint, 99designs by Vista, VistaCreate, and Vista Corporate Solutions. 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 and reporting structure as a result of this rebranding, but we will refer to this reportable segment as "Vista" from here forward and throughout this document.

As of ~~March~~December 31, 2021, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: ~~Vistaprint,~~Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. Refer to Note 12 in our accompanying consolidated financial statements for additional information relating to our reportable segments and our segment financial measures.

COVID-19

The effects of the pandemic ~~and related restrictions~~on Cimpress have continued to diminish in terms of its impact on demand, but we continue to experience volatility as COVID-19 variants emerge and government restrictions are put in place. These pandemic effects are more pronounced in product categories that are more dependent on physical interactions, while certain other product categories have also grown as a ~~negative impact on most~~result of the pandemic.

Our businesses continue to experience supply chain challenges as a facet of pandemic impacts which has created both difficulties and opportunities for Cimpress businesses. Each of our reportable segments has seen material cost increases of product substrates like paper, production materials like aluminum plates, freight and shipping charges and a more competitive labor market. Our scale-based shared strategic capabilities and supplier relationships provide competitive advantage for our businesses ~~customers~~to weather these challenges. Through data capabilities, our businesses are regularly testing new pricing approaches, and ~~the markets that we serve. Consolidated revenue was down 18% year over year for the first two months of the third quarter due to severe restrictions~~ in most businesses there has been some form of ~~our markets. In March we saw a pick up in demand in markets where pandemic restrictions have been lifted or~~pricing increases that are ~~less severe and in~~mostly offsetting the second half of the month we began to lap the start of depressed demand last year. As an example of geographic differences, Vistaprint bookings in Australia grew approximately 10% for the third quarter, while bookings across European countries declined by approximately 7%. Likewise, Vistaprint bookings from customers in less restricted U.S. states such as Florida, Texas, and Georgia are recovering more quickly compared to bookings in U.S. states such as California, Pennsylvania, or New York that were more restricted. These data points give us confidence that demand will continue to pick up as activity resumes in our markets around the world. increased costs.

We continue to hire talent and make investments in technology, data, new product introduction, customer experience improvements, and branding that are designed to build on our competitive advantages and ~~enable~~drive sustainable growth in our businesses ~~to grow~~ as we come out of the

~~pandemic, although we can't forecast how long that will take.~~ pandemic. We continue to maintain flexibility in our cost structure, while at the same time increasing investment in areas we believe will generate high ~~return on investment beyond the pandemic.~~return.

Financial Summary

The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before cash interest ~~expense related to borrowing;~~expense; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, organic constant-currency revenue growth, operating income, adjusted EBITDA, cash flow from operations and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the three and ~~nine~~six months ended ~~March~~December 31, 2021 as compared to the three and ~~nine~~six months ended ~~March~~December 31, 2020 follows:

~~Third~~Second Quarter Fiscal ~~2021~~Year 2022

•Revenue ~~decreased~~increased by 3%9% to ~~$578.9~~$849.7 million.

•~~Revenue decreased~~Constant-currency revenue (a non-GAAP financial measure) increased by ~~10%~~11% and by 9% when excluding acquisitions completed in the ~~impact of currency fluctuations and acquisitions ("organic constant-currency revenue growth," a non-GAAP financial measure).~~last four quarters.

•Operating ~~loss improved~~income decreased by ~~$72.0~~ $8.2 million to ~~$15.7~~$86.0 million.

•Adjusted EBITDA (a non-GAAP financial measure) decreased by ~~$15.9~~$1.4 million to ~~$55.0~~$142.1 million.

•Diluted net income per share attributable to Cimpress plc increased to $2.08 from $1.22 in the comparative period.

Year to Date Fiscal ~~2021~~Year 2022

•Revenue ~~decreased~~increased by 5%10% to ~~$1,951.5~~$1,507.3 million.

•~~Organic constant-currency~~Constant-currency revenue ~~decreased~~(a non-GAAP financial measure) increased by 11% and by 9%. when excluding acquisitions completed in the last four quarters.

•Operating ~~income increased~~income decreased by ~~$55.2~~ $27.3 million to ~~$114.5~~$102.9 million.

•Adjusted EBITDA (a non-GAAP financial measure) decreased by ~~$49.0~~$22.2 million to ~~$286.9~~$209.7 million.

•Diluted net income per share attributable to Cimpress plc increased to $1.82 from $0.82 in the comparative period.

•Cash provided by operating activities decreased by ~~$65.1~~$76.3 million to ~~$218.9~~$179.9 million.

•Adjusted free cash flow (a non-GAAP financial measure) decreased by ~~$58.7~~$91.7 million to ~~$150.9~~$121.2 million.

For the second quarter of fiscal year 2022, the increase in reported revenue was primarily due to the continued recovery of demand, as the effects of the pandemic have lessened but continue to have an impact. We continue to experience strong demand for newer fast-growing product categories, while the pandemic continued to negatively affect the demand for certain marketing material products. We benefited from the addition of revenue from Depositphotos, which was acquired on October 1, 2021 and is included in our Vista business. Revenue also benefited from pricing changes in many of our businesses, which was one tool we used to mitigate the inflationary cost pressures that have arisen from ongoing supply chain challenges. Revenue for customized face masks was much lower as compared to the prior year as demand for pandemic-related products has diminished. Currency exchange fluctuations also had a negative effect during the current quarter.

For the three months ended December 31, 2021, the decrease in operating income was primarily due to increased investments and discretionary costs as we compare against a period that still had temporary pandemic-driven cost control measures in place. These increased costs include higher compensation costs as we have hired additional team members to support key initiatives, mainly in Vista and our central technology team. Share based compensation expense also increased year over year largely because the comparative period's annual grant cycle was delayed until the third quarter of fiscal year 2021 ~~our revenue declined year-over-year as~~while the COVID-19 pandemic continues to negatively impact our results, although results vary by segment depending on product and customer mix. Our businesses also serve customers in different geographic markets wherecurrent period's grants occurred during the extent and impact of government restrictions and lockdowns vary. Revenue from event-driven and some small business products continued to decline year-over-year, partially offset by continued growth in revenue from home decor and packaging products, as well as new products introduced in reaction to the pandemic such as face masks, although the contribution from those products has lessened compared to the first six months of fiscal 2021. We expect our financial results will continue to experience volatility connected to the extent of pandemic-related restrictions but also higher rates of year-over-year revenue growth as we lap depressed periods of demand from last year.

~~For the third~~ quarter of fiscal ~~2021, operating loss improved by $72.0 million,~~year 2022. Advertising spend also increased, primarily driven by the non-recurrence of a $100.8 million goodwill impairment charge in the prior comparable period, as well as continued variable cost controls, fixed cost savings and lower restructuring charges, in addition to the benefit of $3.2 million of COVID-19-related government incentives, primarily to offset wages for manufacturing and customer service team members in countries where demand decreased but roles were maintained. During the current quarter operating income was negatively impacted by $19.9 million of lease-related impairment and abandonment charges due to changes in our ~~intended use of two leased locations, which we expect will deliver substantial cost savings in future periods. We also increased organic investment primarily through hiring in Vistaprint.~~Vista business.

Adjusted EBITDA decreased ~~year-over-year,~~year over year, primarily ~~due to~~for the ~~pandemic-related revenue decline during the three months ended March 31, 2021 as described above.~~same reasons operating income decreased. Adjusted EBITDA excludes ~~goodwill and other impairment charges,~~ restructuring charges, ~~and~~ share-based compensation expense, and non-cash gains on the sale of assets, and includes the realized gains or losses on our currency derivatives intended to hedge adjusted EBITDA. The net year-over-year impact of currency on consolidated adjusted EBITDA was ~~negative~~insignificant.

Unrealized currency gains caused by ~~approximately$4.4 million.~~

exchange rate volatility and decreased interest expense due to our debt refinancing during the fourth quarter of fiscal 2021 resulted in an increase to diluted net income per share attributable to Cimpress plc during the three months ended December 31, 2021.

Consolidated Results of Operations

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized manufactured products. ToWe also generate revenue, to a much lesser extent (and primarily in our ~~Vistaprint~~Vista business) ~~we provide~~, from digital services, graphic design services, website design and hosting, and email marketing services, as well as ~~generate~~ a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

Total revenue and revenue growth by reportable segment for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020 are shown in the following table:


In thousands	In thousands	Three Months Ended March 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth	In thousands	Three Months Ended December 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
		2021		2020		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)		2021		2020		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
Vistaprint (3)		$	327,454	$	316,310	4%	(3)%	1%	(6)%	(5)%
Vista											Vista	$	448,114	$	431,076	4%	1%	5%	(2)%	3%
PrintBrothers	PrintBrothers	93,997		109,496		(14)%	(7)%	(21)%	—%	(21)%	PrintBrothers	137,694		121,806		13%	5%	18%	—%	18%
The Print Group	The Print Group	59,945		68,537		(13)%	(7)%	(20)%	—%	(20)%	The Print Group	90,130		76,204		18%	5%	23%	—%	23%
National Pen	National Pen	62,220		68,362		(9)%	(3)%	(12)%	—%	(12)%	National Pen	124,717		114,692		9%	2%	11%	—%	11%
All Other Businesses	All Other Businesses	44,062		39,237		12%	3%	15%	—%	15%	All Other Businesses	57,719		55,365		4%	1%	5%	(5)%	—%
Inter-segment eliminations	Inter-segment eliminations	(8,827)		(3,982)							Inter-segment eliminations	(8,658)		(18,239)
Total revenue	Total revenue	$	578,851	$	597,960	(3)%	(4)%	(7)%	(3)%	(10)%	Total revenue	$	849,716	$	780,904	9%	2%	11%	(2)%	9%


In thousands	In thousands	Nine Months Ended March 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth	In thousands	Six Months Ended December 31,					Currency Impact:	Constant- Currency	Impact of Acquisitions/Divestitures:	Constant- Currency Revenue Growth
		2021		2020		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)		2021		2020		% Change	(Favorable)/Unfavorable	Revenue Growth (1)	(Favorable)/Unfavorable	Excluding Acquisitions/Divestitures (2)
Vistaprint (3)		$	1,093,062	$	1,092,786	—%	(2)%	(2)%	(3)%	(5)%
Vista											Vista	$	797,594	$	760,367	5%	—%	5%	(3)%	2%
PrintBrothers	PrintBrothers	315,915		345,403		(9)%	(6)%	(15)%	(2)%	(17)%	PrintBrothers	263,051		221,918		19%	2%	21%	—%	21%
The Print Group	The Print Group	202,586		228,494		(11)%	(6)%	(17)%	—%	(17)%	The Print Group	162,950		142,641		14%	2%	16%	—%	16%
National Pen	National Pen	244,561		266,510		(8)%	(3)%	(11)%	—%	(11)%	National Pen	193,981		182,341		6%	1%	7%	—%	7%
All Other Businesses	All Other Businesses	142,905		131,287		9%	3%	12%	—%	12%	All Other Businesses	105,590		98,843		7%	—%	7%	(5)%	2%
Inter-segment eliminations	Inter-segment eliminations	(47,533)		(12,228)							Inter-segment eliminations	(15,851)		(38,706)
Total revenue	Total revenue	$	1,951,496	$	2,052,252	(5)%	(3)%	(8)%	(1)%	(9)%	Total revenue	$	1,507,315	$	1,367,404	10%	1%	11%	(2)%	9%

_________________

(1) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior year periods at constant-currency exchange rates by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

(2) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

~~(3) The Vistaprint segment includes~~ For example, revenue from ~~our~~ 99designs, ~~business since its acquisition date of~~which we acquired on October 1, ~~2020.~~2020 in Q2 2021, is excluded from revenue growth in Q1 of fiscal year 2022 since there are no full quarter results in the comparable period, but revenue is included in revenue growth for Q2 through Q4 of fiscal year 2022. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results.

We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to and not a substitute for our reported financial results prepared in accordance with GAAP.

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products and other related costs of products our businesses sell.


In thousands	In thousands	Three Months Ended March 31,						Nine Months Ended March 31,						In thousands	Three Months Ended December 31,					Six Months Ended December 31,
		2021			2020			2021			2020						2021			2020			2021			2020
Cost of revenue	Cost of revenue	$	302,022		$	309,598		$	986,845		$	1,029,281				Cost of revenue	$	423,937		$	380,738		$	762,926		$	679,582
% of revenue	% of revenue	52.2		%	51.8		%	50.6		%	50.2		%			% of revenue	49.9		%	48.8		%	50.6		%	49.7		%

For the three and ~~nine~~six months ended ~~March~~December 31, 2021, ~~consolidated~~ cost of revenue ~~decreased~~increased by ~~$7.6~~$43.2 million and ~~$42.4~~$83.3 million, respectively, primarily due to ~~reduced~~ demand-dependent cost of goods sold, including third-party fulfillment, material and shipping costs. During the first half of the fiscal year, we experienced increasing impacts from global supply chain challenges that resulted in increased costs infor product substrates like paper, production materials like aluminum plates, freight and shipping charges and a more competitive labor market. The overall impact of increased costs, net of pricing and manufacturing efficiencies, had varying impacts on our segments that experienced year-over-year pandemic-related revenue declines. For the three and nine months ended March 31, 2021, we realized approximately $2.2 million and $7.9 million, respectively, of wage offset benefits from government incentives in locations where demand decreased materially but roles were maintained. These benefits were partially offset by $2.1 million and $7.6 million of expense incurredbusinesses during the three and ~~nine~~six months ended ~~March~~December 31, ~~2021, respectively, related~~2021. It remains a challenging environment and we expect higher input costs and supply constraints to ~~losses associated with the decline in market demand~~persist, although we are unable to predict for how long. We will continue to leverage our clear competitive advantages and pricing for certain masks and related products, primarily in our Vistaprint and National Pen businesses. Changes in currency negatively impacted cost of revenue for both periods presented. Cost of revenue from our 99designs business is included from the acquisition date of October 1, 2020.believe that we are well positioned versus competitors.

Consolidated Operating Expenses

The following table summarizes our comparative operating expenses for the following periods:


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,						In thousands		Three Months Ended December 31,							Six Months Ended December 31,
		2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020			2021			2020				2021 vs. 2020	2021			2020			2021 vs. 2020
Technology and development expense	Technology and development expense	$	62,572		$	67,693		(8)%	$	186,097		$	195,287		(5)%	Technology and development expense		$	70,267		$	65,036			8%	$	137,544		$	123,525		11%
% of revenue	% of revenue	10.8		%	11.3		%		9.5		%	9.5		%		% of revenue		8.3		%	8.3		%			9.1		%	—		%
Marketing and selling expense	Marketing and selling expense	$	154,472		$	148,803		4%	$	474,944		$	483,056		(2)%	Marketing and selling expense		$	208,616		$	182,322			14%	$	383,313		$	320,472		20%
% of revenue	% of revenue	26.7		%	24.9		%		24.3		%	23.5		%		% of revenue		24.6		%	23.3		%			25.4		%	23.4		%
General and administrative expense ~~(1)~~	General and administrative expense ~~(1)~~	$	62,358		$	45,148		38%	$	147,149		$	140,681		5%	General and administrative expense ~~(1)~~		$	46,726		$	42,979			9%	$	93,274		$	84,791		10%
% of revenue	% of revenue	10.8		%	7.6		%		7.5		%	6.9		%		% of revenue		5.5		%	5.5		%			6.2		%	6.2		%
Amortization of acquired intangible assets	Amortization of acquired intangible assets	$	13,506		$	12,693		6%	$	40,264		$	38,861		4%	Amortization of acquired intangible assets		$	13,882		$	13,453			3%	$	27,340		$	26,758		2%
% of revenue	% of revenue	2.3		%	2.1		%		2.1		%	1.9		%		% of revenue		1.6		%	1.7		%			1.8		%	2.0		%
Restructuring expense(1)	Restructuring expense(1)	$	(382)		$	919		(142)%	$	1,714		$	5,006		(66)%	Restructuring expense(1)		$	307		$	2,182			(86)%	$	(2)		$	2,096		(100)%
% of revenue	% of revenue	(0.1)		%	0.2		%		0.1		%	0.2		%		% of revenue		0.0		%	0.3		%			0.0		%	0.2		%
Impairment of Goodwill		$	—		$	100,842		(100)%	$	—		$	100,842		(100)%
% of revenue		—		%	16.9		%		—		%	4.9		%

_____________________

(1) ~~General and administrative expense for the three and nine months ended March 31, 2021 includes lease impairment and abandonment charges for two leased locations totaling $19.9 million.~~ Refer to Note 214 in our accompanying consolidated financial statements for additional ~~details.~~details relating to restructuring expense.

Technology and development expense

Technology and development expense consists primarily of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue.

Technology and development expenses ~~decreased~~increased by ~~$5.1~~$5.2 million and ~~$9.2~~$14.0 million, respectively, for the three and ~~nine~~six months ended ~~March~~December 31, 2021, as compared to the prior comparative periods. ~~Both periods benefited~~This increase is primarily driven by higher compensation costs due to increased investment from ~~decreases in costs from our fiscal 2020 reorganization~~hiring and the timing of our annual merit cycle and prior year delay of our share-based compensation grants, mainly in the Vista business and our central ~~and Vistaprint~~ technology ~~teams as well as continued reductions~~group. We also realized increases in ~~discretionary spend including travel and training expenses.~~other operating costs that are driven in part by increases in demand.

Marketing and selling expense

Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our ~~Vistaprint,~~Vista, National Pen and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group ~~businesses.~~businesses due to differences in the customers that they serve.

~~Our marketing and selling expenses during~~

For the three and six months ended March 31, 2021 increased by $5.7 million as compared to the prior comparative period, driven primarily by fluctuations in currency exchange rates. We also increased spend in our Vistaprint business due to brand sponsorships and upper-funnel advertising investment along with associated agency fees. These increases were partially offset by reductions in advertising across several of our other businesses as they continue to control advertising spend levels in line with demand.

~~For the nine months ended March~~December 31, 2021, marketing and selling expenses ~~decreased~~increased by ~~$8.1~~$26.3 million and $62.8 million, respectively, as compared to the prior ~~year.~~periods. The ~~decrease from the prior comparative period is~~largest increase in marketing and selling expenses was in our Vista business, which increased by $18.5 million and$46.5 million, respectively. This increase in Vista was primarily driven by increased headcount in areas such as user experience design, brand and data & analytics. Advertising expense also increased for all Cimpress businesses year over year, but to a lesser degree, due to higher demand and more normalized payback thresholds in the year-over-year reduction in performance based advertising spend in our Vistaprint business of $11.8 million, which is partially offset by increases in brand sponsorships and upper-funnel advertising investments. We also recognized a decrease in marketing costs in our National Pen business of $8.1 million, primarily due to pandemic-related initiatives to lower costs, which included reductions to direct mail prospecting activities and cost savings from initiatives intended to reduce costs in service centers. These decreases were partially offset by negative impacts from fluctuations in currency exchange rates.current period.

General and administrative expense

General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources and procurement.

For the three and ~~nine~~six months ended ~~March~~December 31, 2021, general and administrative expenses increased by ~~$17.2~~$3.7 millionand ~~$6.5~~$8.5 million, respectively, as compared to the ~~prior comparative~~prior-year periods, primarily due to ~~$19.9 million~~the delayed timing of ~~lease-related impairment and abandonment charges driven by changes~~our prior year's share-based compensation grant cycle, mainly in our ~~office footprint at two leased locations.~~Vista business and our central teams. The non-recurrence of temporary cost-control measures from the year-ago period also drove a year-over-year increase in corporate costs. These ~~changes to our leased facility footprint are expected to result in substantial cost savings in future periods. These increased expenses~~increases were partially offset by ~~lower professional fees~~a non-cash gain of $3.3 million recognized during the current quarter as a result of ~~the non-recurrence~~our purchase and sale of ~~costs related to strategic projects in our Vistaprint business, as well as the Cimpress cross-border merger to Ireland in fiscal year 2020. We also realized lower discretionary spend in both periods.~~

~~Amortization of acquired intangible assets~~

Amortization of acquired intangible assets consists of amortization expense associated with separately identifiable intangible assets capitalized as part of our acquisitions, including customer relationships, trade names, developed technologies, print networks, and customer and referral networks.

~~Amortization of acquired intangible assets increased by $0.8 million and~~$1.4 million for the three and nine months ended March 31, 2021, respectively, as compared to the three and nine months ended March 31, 2020. The year-over-year increase is driven by the negative impact of fluctuations in currency exchange rates. The incremental amortization from the newly acquired 99designs intangibles was offset by the expense reduction caused by another acquired intangible asset becoming fully amortized during the second quarter of fiscal 2021.a previously leased facility. Refer to Note ~~7 in our~~2 of the accompanying consolidated financial statements for additional ~~information about the 99designs acquisition.~~details.

~~Restructuring expense~~

Restructuring expense consists of costs directly incurred as a result of restructuring initiatives, and includes employee-related termination costs, third party professional fees and facility exit costs.

We recognized a restructuring benefit of $0.4 million during the three months ended March 31, 2021 and an expense of $1.7 million for the nine months ended March 31, 2021, due to actions taken in The Print Group reportable segment which are intended to streamline certain activities within the segment. We recognized restructuring expense of $0.9 million and $5.0 million, respectively in the three and nine months ended March 31, 2020 due to prior year actions taken in our Vistaprint business.

~~Impairment of goodwill~~

During the prior comparative periods, we recognized goodwill impairment charges of $100.8 million. We did not recognize any goodwill impairment charges during the current periods presented. Refer to Note 6 in our accompanying consolidated financial statements for additional details.

Other Consolidated Results

Other income (expense), net

Other income (expense), net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting.

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


In thousands	In thousands	Three Months Ended March 31,				Nine Months Ended March 31,				In thousands		Three Months Ended December 31,	Six Months Ended December 31,
		2021		2020		2021		2020					2021		2020		2021		2020
Gains (losses) on derivatives not designated as hedging instruments	Gains (losses) on derivatives not designated as hedging instruments	$	18,724	$	18,039	$	(13,791)	$	25,730		Gains (losses) on derivatives not designated as hedging instruments		$	6,481	$	(19,020)	$	19,808	$	(32,515)
Currency-related (losses) gains, net		(8,841)		3,950		(2,957)		3,183
Other (losses) gains		(98)		548		581		258
Currency-related gains, net											Currency-related gains, net		5,551		1,809		5,874		5,884
Other gains											Other gains		807		13		327		679
Total other income (expense), net	Total other income (expense), net	$	9,785	$	22,537	$	(16,167)	$	29,171		Total other income (expense), net		$	12,839	$	(17,198)	$	26,009	$	(25,952)

The ~~decrease~~increase in other income (expense), net was primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and British Pound contracts are the most significant exposures that we economically hedge. We also recognize the impact from de-designated interest swap contracts that are no longer highly effective, which resulted in unrealized ~~gains~~losses during the current ~~periods.~~period. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts.

We experienced currency-related ~~losses~~gains due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. The impact of certain cross-currency swap contracts designated as cash flow hedges is included in our currency-related ~~(losses)~~ gains, net, offsetting the impact of certain non-functional currency intercompany relationships.

Interest expense, net

Interest expense, net primarily consists of interest paid on outstanding debt balances, amortization of debt issuance costs, debt discounts, interest related to finance lease obligations and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts.

Interest expense, net ~~increased~~decreased by ~~$11.7~~$4.8 million and ~~$41.6~~$9.6 million, respectively, during the three and ~~nine~~six months ended ~~March~~December 31, 2021, as compared to the prior ~~comparable~~year periods. This is primarily due to our Term Loan B refinancing during the ~~additional $200.0 million offering~~fourth quarter of fiscal 2021 that resulted in a reduction to our ~~7% senior unsecured notes in February 2020 and issuance of~~weighted-average interest rate on our ~~$300.0 million, 12% Second Lien Notes in May 2020.~~

outstanding borrowings.

Income tax expense


In thousands	In thousands	Three Months Ended March 31,						Nine Months Ended March 31,						In thousands		Three Months Ended December 31,	Six Months Ended December 31,
		2021			2020			2021			2020						2021			2020			2021			2020
Income tax expense (benefit)		$	3,927		$	1,039		$	23,675		$	(86,641)
Income tax expense															Income tax expense		$	17,298		$	12,954		$	26,679		$	19,748
Effective tax rate	Effective tax rate	(11.2)		%	(1.3)		%	273.5		%	(214.7)		%		Effective tax rate		23.6		%	27.6		%	34.3		%	45.3		%

Income tax expense ~~(benefit)~~ for the three and ~~nine~~six months ended ~~March~~December 31, 2021 increased ~~as compared to~~versus the prior year. For the period ended March 31, 2020, we calculated our year-to-date income tax on ordinary income based on the actual year-to-date effective tax rate rather than the estimated annual tax rate. The increased tax expense for the three months ended March 31, 2021 was primarily due to a higher forecasted effective tax rate as compared to the actual effective tax rate for the same prior year period. In the nine months ended March 31, 2020, we recognized a discrete tax benefit of $114.1 million related to Swiss Tax Reform. Excluding this benefit, tax expense would have decreased, primarily attributable to decreased pre-tax income for the nine months ended March 31, 2021 as compared to the same prior year period. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2021 as compared to fiscal 2020 primarilycomparative periods due to increased ~~non-deductible interest expense~~pre-tax profits and 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.~~

We believe that our income tax reserves are adequately maintained by 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 therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. Refer to Note 10 in our accompanying consolidated financial statements for additional discussion.

Reportable Segment Results

Our segment financial performance is measured based on segment EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from insurance; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments; plus restructuring related charges; less gain on purchase or sale of subsidiaries.

~~Vistaprint~~Vista


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands		Three Months Ended December 31,							Six Months Ended December 31,
		2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020				2021			2020				2021 vs. 2020	2021			2020			2021 vs. 2020
Reported Revenue	Reported Revenue	$	327,454		$	316,310		4%	$	1,093,062		$	1,092,786		—%		Reported Revenue		$	448,114		$	431,076			4%	$	797,594		$	760,367		5%
Segment EBITDA	Segment EBITDA	64,333			73,780			(13)%	266,821			299,941			(11)%		Segment EBITDA		92,689			112,331				(17)%	160,728			202,488			(21)%
% of revenue	% of revenue	20		%	23		%		24		%	27		%			% of revenue		21		%	26		%			20		%	27		%

Segment Revenue

~~Vistaprint's~~Vista's reported revenue growth for the three ~~and nine~~ months ended ~~March~~December 31, 2021 was ~~positively~~negatively affected by a currency ~~impacts~~impact of ~~3% and 2%~~1%, ~~respectively.~~while currency had an insignificant effect on the segment's revenue growth during the six months ended December 31, 2021. When excluding the benefit from the recent acquisition of ~~99designs, Vistaprint's~~Depositphotos, Vista's organic constant-currency revenue ~~decline~~growth was ~~5% for both periods presented. The~~3% and 2%, respectively. Vista's revenue ~~decline~~growth was ~~primarily~~ driven by ~~the impact of the pandemic on customer demand,~~product categories such as business cards, signage, marketing materials, and promotional products. Business cards and small format marketing materials revenue improved year over year, but were still below pre-pandemic levels. Growth in these product categories was partially offset by ~~the sale of pandemic-related products, such as face masks. During the first two months of the third quarter, Vistaprint's revenue continued to be impacted~~a decline in ~~function of the severity of restrictions in the markets we serve. Revenue grew significantly~~consumer product sales year over year during the ~~month~~seasonal peak, with Europe lagging other regions. In addition, revenue related to customized face masks represented less than 1% of ~~March 2021~~segment revenue during the current quarter as ~~restrictions loosened~~opposed to 6% in ~~some markets~~the prior period as the demand for pandemic-related products declined. Vista's results in Europe continue to lag behind North America and ~~we lapped the earliest periods impacted by the pandemic in fiscal year 2020.~~Australia when comparing to pre-pandemic levels.

3935

Segment Profitability

For the three and ~~nine~~six months ended ~~March~~December 31, 2021, segment EBITDA declined by $19.2 million and $41.2 million, respectively, largely driven by increased operating expenses related to growth investments including hiring of talent, especially in user experience, design, product management, and data & analytics. These organic investments are in support of Vista's multi-year transformation journey to become the ~~decrease~~expert design and marketing partner to ~~Vistaprint's~~the world's small businesses. Additionally, Vista's advertising expense increased by $6.4 million and $19.3 million, respectively, driven in part by expanded performance advertising payback thresholds, which were more constrained during the prior-year periods when the effects of the pandemic on this segment were more severe. Inflationary input and labor costs were mostly offset by price increases and efficiency gains. The decline in profitability was also affected by government subsidy benefits in the prior comparative periods of $2.4 million and $4.9 million, respectively, which did not recur during the three and six months ended December 31, 2021. Additionally, segment EBITDA was ~~primarily due to a decline in gross profit driven~~reduced by the organic revenue decrease described above, as well as a revenue mix shift to lower margin products during the second quarter of fiscal 2021. For the three months ended March 31, 2021, an increase in operating expenses was driven by the acquisition of 99designs combined with increased investment in hiring, which was more than offset by year-over-year cost reductions including lower building-related costs$3.9 million and ~~travel expenses.~~

For the nine months ended March 31, 2021, the decline in segment EBITDA was combined with increased investment in advertising which included expanded return on advertising spend targets and increases in upper-funnel advertising investments (including related agency fees) and brand-based sponsorships. Additionally, the increase in operating expenses was driven by continued hiring and increased spend related to customer experience, partially offset by technology savings from our fiscal 2020 restructuring and reduced spend$6.0 million for ~~consulting projects compared to the prior year periods. For~~ the three and ~~nine~~six months ended ~~March~~December 31, 2021, ~~Vistaprint received $1.9 million~~respectively, due to the combined impact of 99designs (acquired on October 1, 2020) and ~~$6.8 million,~~respectively in government incentives to offset wages in locations where demand decreased materially but roles were maintained. Vistaprint's segment EBITDA was positively impacted by currency movements for both periods presented.Depositphotos (acquired on October 1, 2021) and related investment.

PrintBrothers


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands		Three Months Ended December 31,				Six Months Ended December 31,
		2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020				2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020
Reported Revenue	Reported Revenue	$	93,997		$	109,496		(14)%	$	315,915		$	345,403		(9)%		Reported Revenue		$	137,694		$	121,806		13%	$	263,051		$	221,918		19%
Segment EBITDA	Segment EBITDA	7,560			8,686			(13)%	33,732			35,922			(6)%		Segment EBITDA		18,605			16,457			13%	34,888			26,172			33%
% of revenue	% of revenue	8		%	8		%		11		%	10		%			% of revenue		14		%	14		%		13		%	12		%

Segment Revenue

PrintBrothers' reported revenue ~~decline~~growth for the three and ~~nine~~six months ended ~~March~~December 31, 2021 was ~~positively~~negatively affected by a currency ~~impacts~~impact of 7%5% and 6%2%, respectively, resulting in a constant-currency revenue ~~decline,~~growth of 18% and 21%, respectively. This increase was driven by signs of overall economic recovery for our businesses in many of our European geographies, leveraging new products introduced in recent years, and price increases made to address supply chain challenges. Additionally, the ~~three months ended March 31, 2021,~~PrintBrothers network and ~~excluding~~relative size allowed these businesses to address opportunities to meet customer demand when competition could not. We also benefited from the ~~impact~~timing of ~~acquisitions, a constant-currency organic revenue decline~~elections in Germany during the first quarter of ~~17%, for the nine months ended March 31, 2021. The revenue decline was due to pandemic-related decreases in demand. In~~ the current ~~quarter, heightened restrictions in certain European countries, including Germany~~fiscal year, which drove sales of signage products, flyers and ~~the Netherlands, resulted in more significant impacts on demand as compared to the first six months of the fiscal year.~~brochures.

Segment Profitability

PrintBrothers' segment EBITDA ~~decreased~~ during the three and ~~nine~~six months ended ~~March~~December 31, 2021, as compared to the prior ~~comparative~~ periods, ~~due primarily to the revenue declines described above. A portion of the decline in segment EBITDA~~increased despite increased input costs, driven by the constant-currency revenue ~~decline was partially offset by discretionary cost controls~~growth described above, the higher margin impact of new products, and ~~government incentive program benefits of $0.9 million and $2.5 million for~~improved efficiencies as the ~~three and nine months ended March 31, 2021, respectively. PrintBrothers'~~businesses in this segment ~~EBITDA was positively impacted by currency movements for both periods presented.~~better leverage their combined capabilities.

The Print Group

In thousands
Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 vs. 2020 2021 2020 2021 vs. 2020
Reported Revenue $ 59,945 $ 68,537 (13)% $ 202,586 $ 228,494 (11)%
Segment EBITDA 6,475 10,934 (41)% 31,227 42,673 (27)%
% of revenue 11 % 16 % 15 % 19 %


In thousands	Three Months Ended December 31,							Six Months Ended December 31,
		2021			2020				2021 vs. 2020	2021			2020			2021 vs. 2020
Reported Revenue		$	90,130		$	76,204			18%	$	162,950		$	142,641		14%
Segment EBITDA		16,358			12,569				30%	30,747			24,752			24%
% of revenue		18		%	16		%			19		%	17		%

Segment Revenue

The Print Group's reported revenue ~~decline~~ for the three and ~~nine~~six months ended ~~March~~December 31, 2021 was ~~positively~~negatively affected by a currency ~~impacts~~impact of 7%5% and 6%2%, respectively, resulting in ~~a decrease~~an increase in revenue on a constant-currency basis of ~~20%~~23% and ~~17%~~16%, ~~respectively. The revenue decline was~~respectively, due to ~~pandemic-related decreases~~signs of overall economic recovery in ~~demand. Despite these pressures, our businesses have found~~many of the European countries in which we compete and leveraging new products introduced in recent years, as well as pockets of ~~strength in demand and pivoted quickly over~~pricing actions taken to mitigate inflationary cost pressures. During the ~~last year to deliver quality offerings to help fill in some~~first quarter of the ~~reduced~~current fiscal year we benefited from the timing of elections in Italy, which drove demand ~~in other areas, including the launch of new~~for signage products, ~~for other Cimpress businesses.~~flyers and brochures.

Segment Profitability

The increase in The Print Group's segment EBITDA ~~decreased~~ during the three and ~~nine~~six months ended ~~March~~December 31, 2021, as compared to the prior ~~comparative~~ periods, was primarily driven by the constant-currency revenue ~~decline~~growth described above. This was partially offset by discretionary cost controls, benefits from government incentives totaling $0.3 million and $1.6 million, respectively, and efficiency gains from leveraging our mass customization platform to shift production to lower-cost sources.In addition, The Print ~~Group's segment EBITDA was positively impacted by currency movements for both periods presented.~~Group continues to benefit from the introduction of new products with higher margins, as well as improved efficiencies as the group better leverages its combined capabilities.

National Pen


In thousands	In thousands	Three Months Ended March 31,							Nine Months Ended March 31,							In thousands		Three Months Ended December 31,				Six Months Ended December 31,
		2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020				2021			2020			2021 vs. 2020	2021			2020			2021 vs. 2020
Reported Revenue	Reported Revenue	$	62,220		$	68,362		(9)%	$	244,561		$	266,510		(8)%		Reported Revenue		$	124,717		$	114,692		9%	$	193,981		$	182,341		6%
Segment EBITDA	Segment EBITDA	(3,324)			(1,244)			(167)%	4,733			17,005			(72)%		Segment EBITDA		31,599			18,728			69%	23,551			8,057			192%
% of revenue	% of revenue	(5)		%	(2)		%		2		%	6		%			% of revenue		25		%	16		%		12		%	4		%

SegmentRevenue

~~National Pen's reported revenue decrease for~~For the three and ~~nine~~six months ended ~~March~~December 31, 2021, National Pen's revenue growth was ~~positively~~negatively affected by currency impacts of ~~3% in both periods,~~2% and 1%, respectively, resulting in constant-currency revenue ~~declines~~growth of ~~12%~~11% and ~~11%~~7%, respectively. National ~~Pen's sales continue to be negatively impacted~~Pen has improved across geographic markets and channels, including web and mail order channels. The business has seen improvements in results due to ~~cancelled trade shows~~businesses reopening and a return of in-person events in some markets, despite a decline in revenue from pandemic-related products including masks produced on behalf of other ~~large-scale events. Product sales to~~Cimpress businesses. Mask revenue as a percent of segment revenue, including the portion produced on behalf of other Cimpress businesses, ~~continued~~decreased from 10% in the prior comparative quarter to ~~supplement some of the lost volume from lower demand.~~3% this period.

Segment Profitability

The ~~decrease~~increase in National Pen's segment EBITDA for the three and ~~nine~~six months ended ~~March~~December 31, 2021 was due in part to the revenue ~~decline~~increase described above. The impacts of lower revenue on National Pen's fixed cost base negatively impacted profitability in comparison to the year-ago periods, partially offset by reduced variable cost, advertising and discretionary spend. National Pen was negatively impacted by the sale of disposable masks at a loss,above, as well as improvements in gross profit driven by a normalized mix of products and decline in lower-margin pandemic-related products. National Pen also made permanent cost reductions during the ~~recognition~~past year, which benefited segment EBITDA year over year. The increased profitability was also caused by the non-recurrence of anthe prior period's inventory reserve to reduce the carrying value of ~~all remaining~~ disposable masks held in inventory to ~~current~~ market prices of ~~$0.8~~$4.4 million and ~~$6.2~~$5.4 million, ~~respectively, for the three and nine months ended March 31, 2021. National Pen's segment EBITDA was positively impacted by currency movements for both periods presented.~~respectively.

All Other Businesses

In thousands
Three Months Ended March 31, Nine Months Ended March 31,
2021 2020 2021 vs. 2020 2021 2020 2021 vs. 2020
Reported Revenue (1) $ 44,062 $ 39,237 12% $ 142,905 $ 131,287 9%
Segment EBITDA (1) 6,515 3,187 104% 25,781 8,572 201%
% of revenue 15 % 8 % 18 % 7 %

~~___________________~~

~~(1) Our All Other Businesses segment includes the results of our VIDA acquisition from July 2, 2018 through the divestiture date of April 10, 2020.~~


In thousands	Three Months Ended December 31,							Six Months Ended December 31,
		2021			2020				2021 vs. 2020	2021			2020			2021 vs. 2020
Reported Revenue		$	57,719		$	55,365			4%	$	105,590		$	98,843		7	%
Segment EBITDA		6,264			10,657				(41)%	11,155			19,266			(42)	%
% of revenue		11		%	19		%			11		%	19		%

This segment consists of BuildASign, which is a larger and profitable business, and two ~~small, rapidly evolving~~ early-stage businesses ~~through which Cimpress is expanding to new markets. These early-stage businesses~~that we continue to ~~have~~manage at a relatively modest operating ~~losses~~loss as previously described and planned. We expect fluctuations in growth as ~~planned.~~each of their business models evolve in function of customer feedback, testing, and entrepreneurial pivoting.

Segment Revenue

All Other Businesses' constant-currency revenue growth, excluding the impact of acquisitions, was flat during the three months ended December 31, 2021 as we lapped last year's high-demand period for home decor products in the BuildASign business. For the six months ended December 31, 2021, constant-currency revenue growth, excluding the impact of acquisitions, increased by ~~15%~~2% driven by recovery of demand for both our Printi business and ~~12%~~signage products offered by BuildASign.

Segment Profitability

The decrease in segment EBITDA for the three and ~~nine~~six months ended ~~March~~December 31, 2021 ~~respectively. This~~ was ~~primarily driven by continued growth at BuildASign, whose home décor~~due to a combination of factors including inflationary pressures on input costs including shipping, materials and ~~pandemic-focused signage products continued to generate strong results. BuildASign's strong execution was aided by~~labor during the business increasingly leveraging our mass customization platform to drive new product introduction and improve customer experience. Revenue also grew year over year in our smaller Printi and YSD businesses.

~~Segment Profitability~~

~~Within the All Other Businesses segment, each business improved its profitability for the three and nine months ended March 31, 2021~~current periods as ~~compared~~well as less efficient advertising relative to the comparable periods, with the overall improvement primarily driven by revenue growth and advertising efficiency in BuildASign. Printi and YSD reduced losses through revenue growth and improved efficiency. Our divestiture of loss-making VIDA in the fourth quarter of fiscal year 2020 also contributed to year-over-year profit improvements in the third quarter of fiscal year 2021.prior year.

Central and Corporate Costs

Central and corporate costs ~~decreased~~increased by ~~$4.2~~$5.6 million and ~~$14.3~~$9.9 million, respectively, during the three and ~~nine~~six months ended ~~March~~December 31, 2021, ~~respectively,~~ as compared to the prior year periods, due to ~~lower professional fees,~~the prior year timing of our annual share-based compensation ~~expense and discretionary spend, including travel and training~~grant, as well as the end of temporary cost-control measures from the year-ago period which drove a year-over-year increase in corporate costs. In addition, ~~the lower~~our continued investments in our mass customization platform through additional hiring in cost-efficient talent markets, and an uplift in demand contributed to higher central operating costs ~~were also impacted by the prior~~ year ~~reorganization of our central technology team.~~over year.

Liquidity and Capital Resources

Consolidated Statements of Cash Flows Data

In thousands
Nine Months Ended March 31,
2021 2020
Net cash provided by operating activities $ 218,948 $ 284,061
Net cash used in investing activities (101,147) (47,813)
Net cash used in financing activities (130,185) (36,756)

~~At March 31, 2021, we had $36.4 million of cash and cash equivalents and $1,384.1 million of debt, excluding debt issuance costs, and debt premiums and discounts.~~


In thousands	Six Months Ended December 31,
	2021		2020
Net cash provided by operating activities	$	179,911	$	256,168
Net cash used in investing activities	(77,281)		(76,677)
Net cash used in financing activities	(49,357)		(191,754)

The cash flows during the ~~nine~~six months ended ~~March~~December 31, 2021 related primarily to the following items:

Cash inflows:

•Net income of $51.2 million

•Adjustments for non-cash items of ~~$197.1~~$86.2 million primarily related to positive adjustments for depreciation and amortization of ~~$128.7~~$89.7 million, share-based compensation costs of ~~$23.1~~$23.5 million,, and deferred taxes of $4.0 million, which were partially offset by negative adjustments for unrealized currency-related ~~losses~~gains of ~~$20.8~~$29.3 million~~and $19.9 million of lease-related long-lived asset impairments~~

•Total net working capital impacts of ~~$36.8~~$42.5 million were a source of cash. ~~Inventory, accounts~~Accounts payable and accrued ~~expenses~~expense inflows were partially offset by inventory, accounts receivable and other asset outflows

•

Proceeds from the maturity of held-to-maturity securities of $27.0 million

Cash outflows:

•~~Net loss~~Acquisition of ~~$15.0 million~~

•~~Payments of debt of $107.9~~Depositphotos for $68.9 million, net of ~~borrowings~~cash acquired and ~~inclusive~~the deferred payment and post-closing adjustment, of ~~debt issuance costs~~which the majority is payable in October 2022

•Internal and external costs of ~~$45.3~~$32.1 million for software and website development that we have capitalized

•~~Acquisition of 99designs for $36.4 million, net of cash acquired and excluding the deferred payment and post-closing adjustment that are payable February 15, 2022~~

•Capital expenditures of ~~$22.7~~$26.5 million of which the majority related to the purchase of manufacturing and automation equipment for our production facilities

•Payments for debt of $7.7 million

•Purchase and sale of a previously leased facility that resulted in a net payment of $4.7 million due to our exercise of the lease purchase option and subsequent sale

•Payments for finance lease arrangements, excluding the payment associated with the purchase option exercise included above, of $5.2 million

•A $4.0 million distribution to noncontrolling interest holders

•Payment of withholding taxes in connection with share awards of ~~$5.6~~$2.9 million

•~~Purchase~~Payment for the settlement of ~~noncontrolling interest~~a derivative designated as a net investment hedge of ~~$5.1 million and distribution to noncontrolling interest holders of $4.6~~$1.9 million

•~~Payments for finance lease arrangements~~Financing fees of ~~$5.5~~$1.4 million from our fourth quarter fiscal year 2021 credit facility amendment that we have capitalized

Additional Liquidity and Capital Resources Information. At December 31, 2021, we had $231.2 million of cash and cash equivalents, $174.9 million of marketable securities and $1,739.4 million of debt, excluding debt issuance costs and debt premiums and discounts. During the ~~nine~~three and six months ended ~~March~~December 31, 2021, we financed our operations and strategic investments through internally generated cash flows from operations, and cash on hand. We expect to finance our future operations through our cash, investments, operating cash flow and borrowings under our debt ~~financing.~~ arrangements.

As of ~~March~~December 31, 2021, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were ~~$41.4~~$45.9 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

As described in Note 15 of our accompanying consolidated financial statements, we expect to refinance our 12% Second Lien Notes in May 2021 at materially improved interest rates. We plan to raise a senior secured Term Loan B that would repay our existing secured debt and bring liquidity onto the balance sheet. If executed, the transaction would reduce our weighted average cost of capital, provide additional financial flexibility, and extend the maturity profile of our secured debt.

~~Debt.~~ As of March 31, 2021, we had aggregate loan commitments from our senior secured credit facility totaling $992.5 million. The loan commitments consisted of revolving loan borrowings of $329.0 million and term loans of $142.5 million. We have other financial obligations that constitute additional indebtedness based on the definitions within the credit facility. As of March 31, 2021, the amount available for borrowing under our senior secured credit facility was as follows:


~~In thousands~~
	~~March 31, 2021~~
~~Maximum aggregate available for borrowing~~	$	~~992,500~~
~~Outstanding borrowings of senior secured credit facility~~	~~(471,500)~~
~~Remaining amount~~	~~521,000~~
~~Limitations to borrowing due to debt covenants and other obligations (1)~~	~~(253,186)~~
~~Amount available for borrowing as of March 31, 2021 (2) (3)~~	$	~~267,814~~

~~_________________~~

(1) The debt covenants of our senior secured credit facility limit our borrowing capacity each quarter, depending on our leverage and other indebtedness, such as notes, finance leases, letters of credit, and any other debt, as well as other factors that are outlined in the credit agreement. As of March 31, 2021, we elected to exit the Covenant Suspension Period early, and entered into an amendment to our senior secured credit agreement which reinstated modified financial maintenance covenants under the credit agreement. Refer to Note 9 in our accompanying consolidated financial statements for additional information.

~~(2) The amount available for borrowing reflects borrowings available for incremental debt that would increase our leverage, which is impacted by our leverage covenants. However, as of March 31,~~ ~~2021, $516.0 million of unused capacity was available to us assuming any amounts above the amount available for borrowing are used to refinance our existing second lien notes, under a leverage neutral transaction.~~

(3) Share purchases, dividend payments, and corporate acquisitions are subject to more restrictive covenants, and therefore we may not be able to use the full amount available for borrowing for these purposes.

~~Debt Covenants~~. In conjunction with the February 2021 amendment to our senior secured facility, we elected to exit the Covenant Suspension Period early, and entered into an amendment to our senior secured credit agreement which reinstated modified financial maintenance covenants under the credit agreement. Refer to Note 9 in our accompanying consolidated financial statements for additional information.

~~Other Debt~~. Other debt primarily consists of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2021, we had $12.6 million outstanding for other debt payable through January 2026.

Contractual Obligations

Contractual obligations at ~~March~~December 31, 2021 are as follows:


In thousands	In thousands	Payments Due by Period										In thousands	Payments Due by Period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years			Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases, net of subleases (1) (2)		$	100,133	$	26,084	$	36,638	$	16,254	$	21,157
Operating leases, net of subleases (1)												Operating leases, net of subleases (1)	$	90,535	$	29,602	$	40,164	$	15,039	$	5,730
Purchase commitments	Purchase commitments	211,311		106,922		88,514		15,875		—		Purchase commitments	306,904		194,305		84,100		28,498		—
Senior unsecured notes and interest payments	Senior unsecured notes and interest payments	831,000		42,000		84,000		84,000		621,000		Senior unsecured notes and interest payments	789,000		42,000		84,000		663,000		—
Second lien notes and interest payments		462,000		36,000		72,000		354,000		—
Other debt and interest payments (3)		587,789		50,696		94,474		442,619		—
Senior secured credit facility and interest payments (2)												Senior secured credit facility and interest payments (2)	1,442,959		64,441		122,955		117,601		1,137,962
Other debt												Other debt	10,429		3,320		5,230		1,837		42
Finance leases, net of subleases (1)	Finance leases, net of subleases (1)	21,697		8,634		8,963		3,552		548		Finance leases, net of subleases (1)	15,539		6,308		7,044		2,122		65
Other	Other	44,680		44,586		94		—		—		Other	52,677		52,677		—		—		—
Total ~~(4)~~(3)	Total ~~(4)~~(3)	$	2,258,610	$	314,922	$	384,683	$	916,300	$	642,705	Total ~~(4)~~(3)	$	2,708,043	$	392,653	$	343,493	$	828,097	$	1,143,799

___________________

(1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above.

(2) On January 6, 2021, we amended our Waltham lease agreement to reduce the amount of space leased. As part of the agreement, as of March 31, 2021, we had a remaining obligation of $4.4 million for the lease termination penalty that was paid on April 1, 2021. We have separately entered into a lease agreement for a new office space in Waltham, Massachusetts, which will commence on June 1, 2021. The amended lease terms, combined with the new lease agreement, resulted in a reduction to total lease commitments of $44.6 million, exclusive of the termination penalty. Refer to Note 13 in our accompanying consolidated financial statements for additional details.

~~(3) Other debt~~Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash. We have excluded the effect of interest rate swaps of $0.5 million within the more than five years category above as that period extends beyond the term of our debt and the interest rate swaps do not yet offset contractual interest payments.

~~(4)~~(3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of ~~$9.0~~$9.1 million as of ~~March~~December 31, 2021 have been excluded from the contractual obligations table above. See Note 10 in our accompanying consolidated financial statements for further information on uncertain tax positions.

Operating Leases. We rent office space under operating leases expiring on various dates through 2034. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit in the amount of ~~$2.4 million.~~$2.0 million in the aggregate.

Purchase Commitments. At ~~March~~December 31, 2021, we had unrecorded commitments under contract of ~~$211.3~~$306.9 million. Purchase commitments consisted of third-party web services of ~~$96.7~~$98.0 million, software of ~~$54.5~~$117.4 million, inventory and third-party fulfillment purchase commitments of ~~$19.0~~$31.8 million, advertising of ~~$15.1~~$22.9 million, , commitments for professional and consulting fees of ~~$7.4~~$4.6 million, production and computer equipment purchases of ~~$2.4~~$21.2 million and other unrecorded purchase commitments of ~~$16.2~~$11.1 million.

Debt. As of December 31, 2021, we have borrowings under our amended and restated senior secured credit agreement dated as of May 17, 2021 (the "Restated Credit Agreement") of $1,129.0 million consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. Our $250.0 million revolver under our Restated Credit Agreement has $243.7 million unused as of December 31, 2021. There are no drawn amounts on the revolver, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants.

Senior Unsecured Notes and Interest Payments. Our ~~senior unsecured notes due~~$600.0 million of 2026 Notes bear interest at a rate of 7.0% per annum and mature on June 15, 2026. Interest on the notes is payable semi-annually on June 15 and December 15 of each year and has been included in the table above.

~~Second Lien Notes and Interest Payments.~~ Our senior secured notes due 2025 bear interest at a rate of 12.0% per annum and mature on May 15, 2025. Interest on the notes is payable semi-annually on May 15 and November 15 of each year and has been included in the table above. At our option, we may elect to pay interest on

~~up to 50.0% of the then outstanding principal amount of the notes as paid-in-kind and applied to the outstanding principal balance of the notes.~~

~~Other Debt~~Senior Secured Credit Facility and Interest Payments. At ~~March~~December 31, 2021, the ~~term loans~~Term Loan B of ~~$142.5~~$1,129.0 million outstanding under our ~~credit agreement~~Restated Credit Agreement had repayments due on various dates through ~~November 15, 2024, with the revolving loans outstanding~~May 17, 2028, and we did not have any amounts drawn under our ~~$329.0 million revolving credit facility~~Revolving Credit Facility due on ~~November 15, 2024.~~May 17, 2026. Interest payable included in this table is based on the interest rate as of ~~March~~December 31, 2021, and assumes all LIBOR-based revolving loan amounts outstanding will not be paid until maturity, but that the term loan amortization payments will be made according to our defined ~~schedule and all Prime rate based revolving loan amounts will be paid within a year. Interest payable includes the estimated impact of our interest rate swap agreements.~~ schedule.

Debt Covenants. The Restated Credit Agreement and the indenture that governs our 7.0% Senior Notes due 2026 contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of December 31, 2021, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2026 Notes. Refer to Note 9 in our accompanying consolidated financial statements for additional information.

Other Debt.In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital ~~investments, and as~~investments. As of ~~March~~December 31, 2021, we had~~$12.6~~ $10.4 million outstanding for those obligations that have repayments due on various dates through January 2026.

Finance Leases.We lease certain machinery and plant equipment under finance lease agreements that expire at various dates through ~~2027.~~2034. The aggregate carrying value of the leased equipment under finance leases included in property, plant and equipment, net in our consolidated balance sheet at ~~March~~December 31, 2021 is ~~$59.9~~$20.6 million, net of accumulated depreciation of ~~$39.9~~$43.1 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at ~~March~~December 31, 2021 amounts to ~~$27.0~~$24.2 million.

Other ~~Obligations~~Obligations.. Other obligations include deferred payments related to previous acquisitions of ~~$44.7~~$52.7 million in the ~~aggregate.This~~aggregate. This balance includes the deferred payment related to the 99designs acquisition totaling $43.7 million. The remaining liability includes deferred payments related to our acquisition of Depositphotos which are payable in January and October 2022. Refer to Note 7 in ~~our~~the accompanying consolidated financial statements for additional details.

Additional Non-GAAP Financial Measures

Adjusted EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. Adjusted EBITDA is defined as GAAP operating income plus depreciation and amortization plus share-based compensation expense plus proceeds from insurance plus earn-out related charges plus certain impairments plus restructuring related charges plus realized gains or losses on currency derivatives less interest expense related to our Waltham, Massachusetts office lease less gain on purchase or sale of subsidiaries.

Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the

underlying and ongoing business for the same reasons it is used by management. For example, as we have become more acquisitive over recent years we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP operating income. As another example, as we do not apply hedge accounting for certain derivative contracts, we believe inclusion of realized gains and losses on these contracts that are intended to be matched against operational currency fluctuations provides further insight into our operating performance in addition to that provided by our GAAP operating income. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the payment of contingent consideration in excess of acquisition-date fair value and gains on proceeds from insurance that are included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth operating income and adjusted EBITDA for the three and ~~nine~~six months ended ~~March~~December 31, 2021 and 2020:


In thousands	In thousands	Three Months Ended March 31,				Nine Months Ended March 31,				In thousands	Three Months Ended December 31,				Six Months Ended December 31,
		2021		2020		2021		2020					2021		2020		2021		2020
GAAP operating (loss) income		$	(15,697)	$	(87,736)	$	114,483	$	59,238
GAAP operating income												GAAP operating income	$	85,981	$	94,194	$	102,920	$	130,180
Exclude expense (benefit) impact of:	Exclude expense (benefit) impact of:											Exclude expense (benefit) impact of:
Depreciation and amortization	Depreciation and amortization	42,809		41,840		128,696		126,731				Depreciation and amortization	45,314		43,597		89,746		85,887
Proceeds from insurance		122		—		122		—
Share-based compensation expense (1)		9,545		8,908		23,071		21,983

Certain impairments and other adjustments (2)		20,563		101,976		21,131		102,736

Share-based compensation expense												Share-based compensation expense	12,505		5,243		23,511		13,526

Certain impairments and other adjustments (1)												Certain impairments and other adjustments (1)	(2,713)		(215)		(3,493)		568
Restructuring-related charges	Restructuring-related charges	(382)		919		1,714		5,006				Restructuring-related charges	307		2,182		(2)		2,096

Realized (losses) gains on currency derivatives not included in operating (loss) income		(1,936)		5,001		(2,297)		20,247
Realized (losses) gains on currency derivatives not included in operating income (2)												Realized (losses) gains on currency derivatives not included in operating income (2)	674		(1,578)		(2,998)		(361)
Adjusted EBITDA	Adjusted EBITDA	$	55,024	$	70,908	$	286,920	$	335,941			Adjusted EBITDA	$	142,068	$	143,423	$	209,684	$	231,896

_________________

(1) ~~The adjustment for share-based compensation expense excludes the portion~~Certain impairments and other adjustments includes gains or losses on disposal of ~~share-based compensation expense included in restructuring related charges, if any, to avoid double counting.~~

~~(2)~~property, plant and equipment, net of cash received, as well as routine impairments of capitalized software. During the three and six months ended ~~March~~December 31, 2021, we ~~recognized impairment and abandonment charges~~included a gain of ~~$19.9 million~~$3,324 for the ~~change in nature~~purchase and sale of ~~use for two of our~~a previously leased ~~locations. These impairment and abandonment charges are classified within general and administrative expense~~facility, which was impaired in the ~~consolidated statement of operations.~~prior fiscal year and is resulting in a gain in the current period. Refer to Note 2 for additional details regarding the purchase and sale of this facility.

(2) These realized (losses) gains include only the impacts of currency derivatives for which we do not apply hedge accounting. See Note 4 in our accompanying consolidated financial statements for ~~more~~further information. ~~We also recognized $0.6 million of loss for the routine disposal of fixed assets and impairment of capitalized software during the three months ended March 31, 2021.~~

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the ~~nine~~six months ended ~~March~~December 31, 2021 and 2020:


In thousands	In thousands	Nine Months Ended March 31,			In thousands			Six Months Ended December 31,
			2021			2020				2021		2020
Net cash provided by operating activities(1)	Net cash provided by operating activities(1)		$	218,948		$	284,061		Net cash provided by operating activities(1)	$	179,911	$	256,168
Purchases of property, plant and equipment	Purchases of property, plant and equipment		(22,736)			(38,638)			Purchases of property, plant and equipment	(26,539)		(16,790)

Capitalization of software and website development costs	Capitalization of software and website development costs		(45,321)			(35,824)			Capitalization of software and website development costs	(32,134)		(26,445)

Adjusted free cash flow	Adjusted free cash flow		$	150,891		$	209,599		Adjusted free cash flow	$	121,238	$	212,933

_________________

(1) The decrease of net cash provided by operating activities was driven by the decrease in operating income as described earlier in this section, as well as unfavorable year-over-year impacts from changes in working capital due to significant cash preservation measures in place during the prior comparative period.

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Item 3.7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. Our exposure to interest rate risk relates primarily to our cash, cash equivalents and debt.

As of ~~March~~December 31, 2021, our cash and cash equivalents consisted of standard depository accounts which are held for working capital ~~purposes.~~purposes, money market funds, and marketable securities with an original maturity of less than 90 days. We do not believe we have a material exposure to interest rate fluctuations related to our cash and cash equivalents.

As of ~~March~~December 31, 2021, we had $~~471.5~~1,129 million of variable-rate debt. As a result, we have exposure to market risk for changes in interest rates related to these obligations. In order to mitigate our exposure to interest rate changes related to our variable rate debt, we execute interest rate swap contracts to fix the interest rate on a portion of our outstanding or forecasted long-term debt with varying maturities. As of ~~March~~December 31, 2021, a hypothetical 100 basis point increase in rates, inclusive of our outstanding interest rate swaps, would result in ~~an immaterial~~a $4.3 million impact to interest expense over the next 12 months.

Currency Exchange Rate Risk. We conduct business in multiple currencies through our worldwide operations but report our financial results in U.S. dollars. We manage these currency risks through normal operating activities and, when deemed appropriate, through the use of derivative financial instruments. We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes. The use of derivatives is intended to reduce, but does not entirely eliminate, the impact of adverse currency exchange rate movements. A summary of our currency risk is as follows:

•Translation of our non-U.S. dollar revenues and expenses: Revenue and related expenses generated in currencies other than the U.S. dollar could result in higher or lower net income when, upon consolidation, those transactions are translated to U.S. dollars. When the value or timing of revenue and expenses in a given currency are materially different, we may be exposed to significant impacts on our net income and non-GAAP financial metrics, such as adjusted EBITDA.

Our currency hedging objectives are targeted at reducing volatility in our forecasted U.S. dollar-equivalent adjusted EBITDA in order to ~~protect~~maintain stability on our incurrence-based debt covenants. Since adjusted EBITDA excludes non-cash items such as depreciation and amortization that are included in net income, we may experience increased, not decreased, volatility in our GAAP results due to our hedging approach. Our most significant net currency exposures by volume are in the Euro and British Pound.

In addition, we elect to execute currency derivatives contracts that do not qualify for hedge accounting. As a result, we may experience volatility in our consolidated statements of operations due to (i) the impact of unrealized gains and losses reported in other income (expense), net, on the mark-to-market of outstanding contracts and (ii) realized gains and losses recognized in other income (expense), net, whereas the offsetting economic gains and losses are reported in the line item of the underlying activity, for example, revenue.

•Translation of our non-U.S. dollar assets and liabilities: Each of our subsidiaries translates its assets and liabilities to U.S. dollars at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. Fluctuations in exchange rates can materially impact the carrying value of our assets and liabilities.

We have currency exposure arising from our net investments in foreign operations. We enter into currency derivatives to mitigate the impact of currency rate changes on certain net investments.

•Remeasurement of monetary assets and liabilities: Transaction gains and losses generated from remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of a subsidiary are included in other income (expense), net, on the consolidated statements of operations. Certain of our subsidiaries hold intercompany loans denominated in a currency other than their functional currency. Due to the significance of these balances, the revaluation of intercompany loans can have a material impact on other income (expense), net. We expect these impacts may be volatile in the

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future, although our largest intercompany loans do not have a U.S. dollar cash impact for the consolidated group because they are either 1) U.S. dollar loans or 2) we elect to hedge certain non-U.S. dollar loans with cross-currency ~~swaps.~~swaps and forward contracts. A hypothetical 10% change in currency exchange rates was applied to total net monetary assets denominated in currencies other than the functional currencies at the balance sheet dates to compute the impact these changes would have had on our income before taxes in the near term. The balances are inclusive of the notional value of any cross-currency swaps designated as cash flow hedges. A hypothetical decrease in exchange rates of 10% against the functional currency of our subsidiaries would have resulted in a ~~increase~~change of ~~$3.3~~$4.8 million and ~~$14.5~~$0.9 million ~~respectively,~~ on our ~~(loss)~~ income before income taxes for the three months ended ~~March~~December 31, 2021 and 2020, respectively.

Item 4.9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~March~~December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~March~~December 31, 2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended ~~March~~December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is incorporated by reference to the information set forth in Item 1 of Part I, “Financial Statements - Note 13 — Commitments and Contingencies,” in the accompanying notes to the consolidated financial statements included in this Report.

Item 1A. Risk Factors

There have been no material changes with respect to the risk factors we disclosed in our Form 10-K for the fiscal year ended June 30, ~~2020 and our Form 10-Q for the fiscal quarter ended September 30, 2020.~~

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

On November 25, 2019, we announced that our Board had authorized us to repurchase up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers. This repurchase program expires on May 22, 2021, and we may suspend or discontinue our share repurchases at any time. We did not purchase any of our ordinary shares during the three months ended March 31, 2021.

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Item 6. Exhibits and Financial Statement Schedules


Exhibit No.						Description
~~10.1~~						Amendment No. 5, dated as of February 16, 2021, among Cimpress plc, Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); the lenders named therein as lenders; and JPMorgan Chase Bank N.A., as administrative agent for the lenders (the “Administrative Agent”), to the senior secured Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as previously amended, among the Borrowers, the lenders named therein, and the Administrative Agent is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 18, 2021
31.1						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
31.2						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer
101						The following materials from this ~~Quarterly~~Annual Report on Form 10-Q, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Shareholder's Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to ~~Condensed~~ Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~April 29, 2021~~January 27, 2022 Cimpress plc


			By:			/s/ Sean E. Quinn
						Sean E. Quinn
						Chief Financial Officer (Principal Financial and Accounting Officer)

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	Gains (losses) on cash flow hedges (1)		Losses on pension benefit obligation		Translation adjustments, net of hedges (2)		Total
Balance as of June 30, 2020	$	(30,078)	$	(1,399)	$	(57,199)	$	(88,676)
Other comprehensive income (loss) before reclassifications	13,447		(336)		(1,028)		12,083
Amounts reclassified from accumulated other comprehensive loss to net (loss) income	(8,382)		—		—		(8,382)
Net current period other comprehensive income (loss)	5,065		(336)		(1,028)		3,701
Balance as of March 31, 2021	$	(25,013)	$	(1,735)	$	(58,227)	$	(84,975)


	Three Months Ended March 31, 2020
	Vistaprint		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	222,294	$	0	$	0	$	41,093	$	35,040	$	298,427
Europe	74,335		109,246		67,617		21,146		0		272,344
Other	18,074		—		—		5,142		3,973		27,189
Inter-segment	1,607		250		920		981		224		3,982
Total segment revenue	316,310		109,496		68,537		68,362		39,237		601,942
Less: inter-segment elimination	(1,607)		(250)		(920)		(981)		(224)		(3,982)
Total external revenue	$	314,703	$	109,246	$	67,617	$	67,381	$	39,013	$	597,960


	Nine Months Ended March 31, 2020
	Vistaprint		PrintBrothers		The Print Group		National Pen		All Other		Total
Revenue by Geographic Region:
North America	$	753,724	$	0	$	0	$	137,035	$	114,667	$	1,005,426
Europe	269,936		344,581		226,156		104,346		0		945,019
Other	63,666		—		—		22,201		15,940		101,807
Inter-segment	5,460		822		2,338		2,928		680		12,228
Total segment revenue	1,092,786		345,403		228,494		266,510		131,287		2,064,480
Less: inter-segment elimination	(5,460)		(822)		(2,338)		(2,928)		(680)		(12,228)
Total external revenue	$	1,087,326	$	344,581	$	226,156	$	263,582	$	130,607	$	2,052,252


	Severance and Related Benefits		Other Restructuring Costs		Total
Accrued restructuring liability as of June 30, 2020	$	5,969	$	77	$	6,046
Restructuring charges	1,071		643		1,714
Cash payments	(4,105)		—		(4,105)
Non-cash charges (1)	—		(643)		(643)
Accrued restructuring liability as of March 31, 2021	$	2,935	$	77	$	3,012