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 endedMarch 31, 20212022
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)

Ireland98-0417483
(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 ClassTrading Symbol(s) Name of Exchange on Which Registered
Ordinary Shares, nominal value of €0.01 per shareCMPR 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
  þ
Accelerated filerNon-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, 2021,25, 2022, there were 26,033,70426,105,813 Cimpress plc ordinary shares outstanding.




CIMPRESS PLC
QUARTERLY REPORT ON FORM 10-Q
For the Three and Nine Months endedEnded March 31, 20212022

TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 20212022 and June 30, 20202021
Consolidated Statements of Operations for the three and nine months ended March 31, 20212022 and 20202021
Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 20212022 and 20202021
Consolidated Statements of Shareholders' Equity (Deficit)Deficit for the three and nine months ended March 31, 20212022 and 20202021
Consolidated Statements of Cash Flows for the nine months ended March 31, 20212022 and 20202021
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
Signatures





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
March 31,
2022
June 30,
2021
AssetsAssets  Assets  
Current assets:Current assets:  Current assets:  
Cash and cash equivalentsCash and cash equivalents$36,364 $45,021 Cash and cash equivalents$161,512 $183,023 
Accounts receivable, net of allowances of $10,103 and $9,651, respectively45,365 34,596 
Marketable securitiesMarketable securities95,637 152,248 
Accounts receivable, net of allowances of $6,614 and $9,404, respectively
Accounts receivable, net of allowances of $6,614 and $9,404, respectively
66,702 50,679 
InventoryInventory76,104 80,179 Inventory97,919 70,044 
Prepaid expenses and other current assetsPrepaid expenses and other current assets75,717 88,608 Prepaid expenses and other current assets108,740 72,504 
Total current assetsTotal current assets233,550 248,404 Total current assets530,510 528,498 
Property, plant and equipment, netProperty, plant and equipment, net312,560 338,659 Property, plant and equipment, net298,827 328,679 
Operating lease assets, netOperating lease assets, net84,581 156,258 Operating lease assets, net79,051 87,626 
Software and website development costs, netSoftware and website development costs, net81,677 71,465 Software and website development costs, net92,266 87,690 
Deferred tax assetsDeferred tax assets135,491 143,496 Deferred tax assets113,059 149,618 
GoodwillGoodwill706,626 621,904 Goodwill787,572 726,979 
Intangible assets, netIntangible assets, net194,502 209,228 Intangible assets, net171,813 186,744 
Marketable securities, non-currentMarketable securities, non-current12,116 50,713 
Other assetsOther assets34,276 25,592 Other assets38,296 35,951 
Total assetsTotal assets$1,783,263 $1,815,006 Total assets$2,123,510 $2,182,498 
Liabilities, noncontrolling interests and shareholders’ deficitLiabilities, noncontrolling interests and shareholders’ deficit  Liabilities, noncontrolling interests and shareholders’ deficit 
Current liabilities:Current liabilities:  Current liabilities: 
Accounts payableAccounts payable$174,947 $163,891 Accounts payable$229,774 $199,831 
Accrued expensesAccrued expenses265,593 210,764 Accrued expenses262,620 247,513 
Deferred revenueDeferred revenue42,298 39,130 Deferred revenue59,556 50,868 
Short-term debtShort-term debt9,012 17,933 Short-term debt10,922 9,895 
Operating lease liabilities, currentOperating lease liabilities, current29,508 41,772 Operating lease liabilities, current28,293 26,551 
Other current liabilitiesOther current liabilities77,669 13,268 Other current liabilities27,206 103,515 
Total current liabilitiesTotal current liabilities599,027 486,758 Total current liabilities618,371 638,173 
Deferred tax liabilitiesDeferred tax liabilities27,612 33,811 Deferred tax liabilities30,682 27,433 
Long-term debtLong-term debt1,332,234 1,415,657 Long-term debt1,699,434 1,732,511 
Operating lease liabilities, non-currentOperating lease liabilities, non-current72,142 128,963 Operating lease liabilities, non-current55,888 66,222 
Other liabilitiesOther liabilities92,786 88,187 Other liabilities62,753 96,410 
Total liabilitiesTotal liabilities2,123,801 2,153,376 Total liabilities2,467,128 2,560,749 
Commitments and contingencies (Note 13)Commitments and contingencies (Note 13)Commitments and contingencies (Note 13)
Redeemable noncontrolling interestsRedeemable noncontrolling interests64,250 69,106 Redeemable noncontrolling interests119,834 71,120 
Shareholders’ deficit:Shareholders’ deficit:  Shareholders’ deficit: 
Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstandingPreferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstandingPreferred 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, respectively615 615 
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding28 28 
Treasury shares, at cost, 18,076,951 and 18,194,952 shares, respectively(1,368,721)(1,376,496)
Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,104,993 and 26,035,910 shares outstanding, respectivelyOrdinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,104,993 and 26,035,910 shares outstanding, respectively615 615 
Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, none and 25,000 issued and outstanding, respectivelyDeferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, none and 25,000 issued and outstanding, respectively— 28 
Treasury shares, at cost, 17,975,634 and 18,044,717 shares, respectivelyTreasury shares, at cost, 17,975,634 and 18,044,717 shares, respectively(1,363,956)(1,368,595)
Additional paid-in capitalAdditional paid-in capital448,432 438,616 Additional paid-in capital488,149 459,904 
Retained earningsRetained earnings599,833 618,437 Retained earnings461,363 530,159 
Accumulated other comprehensive lossAccumulated other comprehensive loss(84,975)(88,676)Accumulated other comprehensive loss(49,623)(71,482)
Total shareholders' deficitTotal shareholders' deficit(404,788)(407,476)Total shareholders' deficit(463,452)(449,371)
Total liabilities, noncontrolling interests and shareholders’ deficitTotal liabilities, noncontrolling interests and shareholders’ deficit$1,783,263 $1,815,006 Total liabilities, noncontrolling interests and shareholders’ deficit$2,123,510 $2,182,498 
See accompanying notes.
1


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited in thousands, except share and per share data)
Three Months Ended March 31,Nine Months Ended March 31, Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
RevenueRevenue$578,851 $597,960 $1,951,496 $2,052,252 Revenue$657,412 $573,362 $2,164,727 $1,940,766 
Cost of revenue (1)Cost of revenue (1)302,022 309,598 986,845 1,029,281 Cost of revenue (1)347,452 296,533 1,110,378 976,115 
Technology and development expense (1)Technology and development expense (1)62,572 67,693 186,097 195,287 Technology and development expense (1)75,291 62,572 212,835 186,097 
Marketing and selling expense (1)Marketing and selling expense (1)154,472 148,803 474,944 483,056 Marketing and selling expense (1)194,618 154,472 577,931 474,944 
General and administrative expense (1)General and administrative expense (1)62,358 45,148 147,149 140,681 General and administrative expense (1)50,888 62,358 144,162 147,149 
Amortization of acquired intangible assetsAmortization of acquired intangible assets13,506 12,693 40,264 38,861 Amortization of acquired intangible assets14,180 13,506 41,520 40,264 
Restructuring expense (1)Restructuring expense (1)(382)919 1,714 5,006 Restructuring expense (1)3,420 (382)3,418 1,714 
Impairment of goodwill— 100,842 100,842 
(Loss) income from operations(Loss) income from operations(15,697)(87,736)114,483 59,238 (Loss) income from operations(28,437)(15,697)74,483 114,483 
Other income (expense), netOther income (expense), net9,785 22,537 (16,167)29,171 Other income (expense), net12,321 9,785 38,330 (16,167)
Interest expense, netInterest expense, net(29,002)(17,262)(89,659)(48,050)Interest expense, net(24,247)(29,002)(75,304)(89,659)
(Loss) income before income taxes(Loss) income before income taxes(34,914)(82,461)8,657 40,359 (Loss) income before income taxes(40,363)(34,914)37,509 8,657 
Income tax expense (benefit)3,927 1,039 23,675 (86,641)
Net (loss) income(38,841)(83,500)(15,018)127,000 
Add: Net income attributable to noncontrolling interest(209)(1,384)(2,500)(1,630)
Net (loss) income attributable to Cimpress plc$(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)$4.43 
Income tax expenseIncome tax expense29,529 3,927 56,208 23,675 
Net lossNet loss(69,892)(38,841)(18,699)(15,018)
Add: Net (income) attributable to noncontrolling interestAdd: Net (income) attributable to noncontrolling interest(1,925)(209)(5,027)(2,500)
Net loss attributable to Cimpress plcNet loss attributable to Cimpress plc$(71,817)$(39,050)$(23,726)$(17,518)
Basic net loss per share attributable to Cimpress plcBasic net loss per share attributable to Cimpress plc$(2.75)$(1.50)$(0.91)$(0.67)
Diluted net loss per share attributable to Cimpress plcDiluted net loss per share attributable to Cimpress plc$(2.75)$(1.50)$(0.91)$(0.67)
Weighted average shares outstanding — basicWeighted average shares outstanding — basic26,003,675 26,024,229 25,984,300 27,608,387 Weighted average shares outstanding — basic26,102,610 26,003,675 26,090,460 25,984,300 
Weighted average shares outstanding — dilutedWeighted average shares outstanding — diluted26,003,675 26,024,229 25,984,300 28,317,440 Weighted average shares outstanding — diluted26,102,610 26,003,675 26,090,460 25,984,300 

(1) Share-based compensation is allocated as follows:
Three Months Ended March 31,Nine Months Ended March 31, Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Cost of revenueCost of revenue$99 $66 $233 $251 Cost of revenue$137 $99 $380 $233 
Technology and development expenseTechnology and development expense2,284 2,014 5,690 5,791 Technology and development expense3,397 2,284 9,655 5,690 
Marketing and selling expenseMarketing and selling expense1,808 1,145 4,247 367 Marketing and selling expense2,961 1,808 8,436 4,247 
General and administrative expenseGeneral and administrative expense5,354 5,683 12,901 15,574 General and administrative expense6,209 5,354 17,744 12,901 
Restructuring expense(16)756 

See accompanying notes.
2


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited in thousands)
Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020
Net (loss) income$(38,841)$(83,500)$(15,018)$127,000 
Other comprehensive (loss) income, net of tax:
Foreign currency translation (losses) gains, net of hedges(14,571)1,490 192 3,110 
Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges5,809 (21,201)13,447 (22,258)
Amounts reclassified from accumulated other comprehensive (loss) income to net (loss) income on derivative instruments(3,085)2,531 (8,382)5,537 
Loss on pension benefit obligation, net— — (336)
Comprehensive (loss) income(50,688)(100,680)(10,097)113,389 
Add: Comprehensive loss (income) attributable to noncontrolling interests1,260 (1,515)(3,720)(967)
Total comprehensive (loss) income attributable to Cimpress plc$(49,428)$(102,195)$(13,817)$112,422 
Three Months Ended March 31,Nine Months Ended March 31,
2022202120222021
Net loss$(69,892)$(38,841)$(18,699)$(15,018)
Other comprehensive loss, net of tax:
Foreign currency translation (losses) gains, net of hedges(4,281)(14,571)(922)192 
Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges7,222 5,809 2,799 13,447 
Amounts reclassified from accumulated other comprehensive loss to net loss on derivative instruments4,401 (3,085)17,715 (8,382)
Gain (loss) on pension benefit obligation, net— — 444 (336)
Comprehensive (loss) income(62,550)(50,688)1,337 (10,097)
Add: Comprehensive (income) loss attributable to noncontrolling interests(1,563)1,260 (3,204)(3,720)
Total comprehensive loss attributable to Cimpress plc$(64,113)$(49,428)$(1,867)$(13,817)
See accompanying notes.
3


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)DEFICIT
(unaudited in thousands)
Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Equity (Deficit)
Balance at June 30, 201944,080 $615 $(13,635)$(737,447)$411,079 $537,422 $(79,857)$131,812 
Restricted share units vested, net of shares withheld for taxes— — — — 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, 201944,080 $615 $(15,597)$(969,833)$415,984 $560,596 $(82,964)$(75,602)
Restricted share units vested, net of shares withheld for taxes— — — — 55 (152)— — (97)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes— — — — (2)— — 
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, 201944,080 $615 25 $28 (17,875)$(1,275,057)$424,058 $745,326 $(75,494)$(180,524)
See accompanying notes.
4



CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
(unaudited in thousands)



Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Equity (Deficit)
Balance at December 31, 201944,080 $615 25 $28 (17,875)$(1,275,057)$424,058 $745,326 $(75,494)$(180,524)
Restricted share units vested, net of shares withheld for taxes— — — — 44 (88)— — (44)
Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes— — — — 431 (12,526)(28,386)— — (40,912)
Share-based compensation expense— — — — — — 8,825 — — 8,825 
Purchase of ordinary shares— — — — (759)(89,483)— — — (89,483)
Net loss attributable to Cimpress plc— — — — — — — (84,884)— (84,884)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges— — — — — — — — (18,670)(18,670)
Foreign currency translation, net of hedges— — — — — — — — 1,359 1,359 
Balance at March 31, 202044,080 $615 25 $28 (18,202)$(1,377,022)$404,409 $660,442 $(92,805)$(404,333)
Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Deficit
Balance at June 30, 202044,080 $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, 202044,080 $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, 202044,080 $615 25 $28 (18,077)$(1,368,723)$438,863 $638,883 $(74,597)$(364,931)
See accompanying notes.






4




CIMPRESS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(unaudited in thousands)











Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Deficit
Balance at December 31, 202044,080 $615 25 $28 (18,077)$(1,368,723)$438,863 $638,883 $(74,597)$(364,931)
Restricted share units vested, net of shares withheld for taxes— — — — — (3)— — (1)
Share-based compensation expense— — — — — — 9,572 — — 9,572 
Net loss attributable to Cimpress plc— — — — — — — (39,050)— (39,050)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges— — — — — — — — (13,102)(13,102)
Foreign currency translation, net of hedges— — — — — — — — 2,724 2,724 
Balance at March 31, 202144,080 $615 25 $28 (18,077)$(1,368,721)$448,432 $599,833 $(84,975)$(404,788)
See accompanying notes.
5


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
(unaudited in thousands)
Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Equity (Deficit)
Balance at June 30, 202044,080 $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, 202044,080 $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, 202044,080 $615 25 $28 (18,077)$(1,368,723)$438,863 $638,883 $(74,597)$(364,931)
See accompanying notes.
6



CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)DEFICIT (CONTINUED)
(unaudited in thousands)

Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Deficit
Balance at June 30, 202144,080 $615 25 $28 (18,045)$(1,368,595)$459,904 $530,159 $(71,482)$(449,371)
Restricted share units vested, net of shares withheld for taxes— — — — 54 3,516 (6,095)— — (2,579)
Share-based compensation expense— — — — — — 11,129 — — 11,129 
Net loss attributable to Cimpress plc— — — — — — — (6,698)— (6,698)
Redeemable noncontrolling interest accretion to redemption value— — — — — — — (7,592)— (7,592)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges— — — — — — — — 3,621 3,621 
Foreign currency translation, net of hedges— — — — — — — — 674 674 
Balance at September 30, 202144,080 $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, 202144,080 $615 25 $28 (17,980)$(1,364,336)$476,002 $562,214 $(57,327)$(382,804)
See accompanying notes.


6


Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Equity (Deficit)
Balance at December 31, 202044,080 $615 25 $28 (18,077)$(1,368,723)$438,863 $638,883 $(74,597)$(364,931)
Restricted share units vested, net of shares withheld for taxes— — — — — (3)— — (1)
Share-based compensation expense— — — — — — 9,572 — — 9,572 
Net loss attributable to Cimpress plc— — — — — — — (39,050)— (39,050)
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges— — — — — — — — (13,102)(13,102)
Foreign currency translation, net of hedges— — — — — — — — 2,724 2,724 
Balance at March 31, 202144,080 $615 25 $28 (18,077)$(1,368,721)$448,432 $599,833 $(84,975)$(404,788)
CIMPRESS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)
(unaudited in thousands)
Ordinary SharesDeferred Ordinary SharesTreasury Shares
Number of
Shares
Issued
AmountNumber of
Shares
Issued
AmountNumber
of
Shares
AmountAdditional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
Shareholders’
Deficit
Balance at December 31, 202144,080 $615 25 $28 (17,980)$(1,364,336)$476,002 $562,214 $(57,327)$(382,804)
Restricted share units vested, net of shares withheld for taxes— — — — 380 (580)— — (200)
Purchase and cancellation of deferred ordinary shares— — (25)(28)— — — — — (28)
Share-based compensation expense— — — — — — 12,727 — — 12,727 
Net loss attributable to Cimpress plc— — — — — — — (71,817)— (71,817)
Redeemable noncontrolling interest accretion to redemption value— — — — — — — (29,034)— (29,034)
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges— — — — — — — — 11,623 11,623 
Foreign currency translation, net of hedges— — — — — — — — (3,919)(3,919)
Balance at March 31, 202244,080 $615 — $— (17,976)$(1,363,956)$488,149 $461,363 $(49,623)$(463,452)
See accompanying notes.
7


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)

Nine Months Ended March 31,
 20212020
Operating activities  
Net (loss) income$(15,018)$127,000 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Depreciation and amortization128,696 126,731 
Impairment of goodwill100,842 
Share-based compensation expense23,071 22,739 
Impairment of long-lived assets19,882 — 
Deferred taxes2,513 (109,990)
Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income18,280 (4,604)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency2,537 (1,027)
Other non-cash items2,149 4,936 
Changes in operating assets and liabilities:
Accounts receivable(9,651)13,750 
Inventory4,982 (7,876)
Prepaid expenses and other assets(5,242)11,631 
Accounts payable10,590 5,590 
Accrued expenses and other liabilities36,159 (5,661)
Net cash provided by operating activities218,948 284,061 
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 assets3,574 1,633 
Proceeds from settlement of derivatives designated as hedging instruments27,732 
Other investing activities(269)1,556 
Net cash used in investing activities(101,147)(47,813)
Financing activities
Proceeds from borrowings of debt534,051 1,043,600 
Proceeds from issuance of senior notes210,500 
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(627,056)
Proceeds from issuance of ordinary shares— 
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 cash3,727 (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 period45,021 35,279 
Cash and cash equivalents at end of period$36,364 $228,265 

Nine Months Ended March 31,
 20222021
Operating activities  
Net loss$(18,699)$(15,018)
Adjustments to reconcile net loss to net cash provided by operating activities:  
Depreciation and amortization133,397 128,696 
Share-based compensation expense36,215 23,071 
Impairment of long-lived assets— 19,882 
Deferred taxes26,636 2,513 
Unrealized (gain) loss on derivatives not designated as hedging instruments included in net loss(25,639)18,280 
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency(5,847)2,537 
Other non-cash items(8,204)2,149 
Changes in operating assets and liabilities:
Accounts receivable(17,764)(9,651)
Inventory(31,964)4,982 
Prepaid expenses and other assets(18,776)(5,242)
Accounts payable35,860 10,590 
Accrued expenses and other liabilities26,501 36,159 
Net cash provided by operating activities131,716 218,948 
Investing activities  
Purchases of property, plant and equipment(42,142)(22,736)
Business acquisitions, net of cash acquired(75,258)(36,395)
Capitalization of software and website development costs(49,875)(45,321)
Proceeds from the sale of assets27,466 3,574 
Proceeds from maturity of held-to-maturity investments93,679 — 
Payments for settlement of derivatives designated as hedging instruments(1,880)— 
Other investing activities(617)(269)
Net cash used in investing activities(48,627)(101,147)
Financing activities
Proceeds from borrowings of debt— 534,051 
Payments of debt(11,149)(639,519)
Payments of debt issuance costs(1,440)(2,461)
Payments of purchase consideration included in acquisition-date fair value(43,647)(1,205)
Payments of withholding taxes in connection with equity awards(3,098)(5,593)
Payments of finance lease obligations(35,099)(5,486)
Purchase of noncontrolling interests(324)(5,063)
Distribution to noncontrolling interest(3,963)(4,599)
Other financing activities(26)(310)
Net cash used in financing activities(98,746)(130,185)
Effect of exchange rate changes on cash(5,854)3,727 
Net decrease in cash and cash equivalents(21,511)(8,657)
Cash and cash equivalents at beginning of period183,023 45,021 
Cash and cash equivalents at end of period$161,512 $36,364 

See accompanying notes.






8


CIMPRESS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(unaudited in thousands)
Nine Months Ended March 31,Nine Months Ended March 31,
2021202020222021
Supplemental disclosures of cash flow informationSupplemental disclosures of cash flow informationSupplemental disclosures of cash flow information
Cash paid during the period for:Cash paid during the period for:Cash paid during the period for:
InterestInterest$66,314 $42,763 Interest$63,498 $66,314 
Income taxesIncome taxes13,056 9,720 Income taxes23,587 13,056 
Non-cash investing and financing activitiesNon-cash investing and financing activitiesNon-cash investing and financing activities
Property and equipment acquired under finance leasesProperty and equipment acquired under finance leases5,630 1,591 Property and equipment acquired under finance leases3,755 5,630 
Amounts accrued related to property, plant and equipmentAmounts accrued related to property, plant and equipment10,115 6,711 
Amounts accrued related to capitalized software development costsAmounts accrued related to capitalized software development costs215 1,313 
Amounts accrued related to business acquisitionsAmounts accrued related to business acquisitions44,680 2,369 Amounts accrued related to business acquisitions8,555 44,680 
See accompanying notes.
9


CIMPRESS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited in thousands, except share and per share data)

1. Description of the Business
Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally.
In October 2021 our Vistaprint business and reportable segment began evolving its brand architecture to "Vista". Brands like "VistaPrint", "VistaCreate", "99designs by Vista", and "Vista Corporate Solutions" now operate within the "Vista" brand architecture. This move should help open customers' minds to allow us to serve a broader set of their needs across a wide range of products and solutions that includes design, social media and web presence as well as print. No changes were made to our internal organizational or reporting structure as a result of this rebranding, but we we now refer to this reportable segment as "Vista".
2.Summary of Significant Accounting Policies
Basis of Presentation

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are accounted for usingincluded in other assets on the costconsolidated balance sheets; otherwise the investments are recognized by applying equity method andaccounting. 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 impactIn light of the COVID-19 pandemicrecent Russian invasion of Ukraine and the related sanctions that have been placed on certain Russian entities and activities, we have evaluated the impacts that these events have on our business and on our financial results. We have no material exposure to Ukraine and Russia in terms of revenue, supply and tangible assets. We also considered any triggering events for our intangibles assets and due to the limited exposure we evaluatedhave to both countries, we concluded that no triggering events have occurred. We do have employees in Ukraine from our liquidity position as of the date of the issuancerecently acquired Depositphotos business, and we are providing financial and other assistance to those employees. The impact of these consolidated financial statements. Based on this evaluation, management believes, despite the ongoing impact of COVID-19 on our business, thatcosts are not material to 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.results.
Significant Accounting Policies
Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2020. There2021.
10


Revision of Prior Period Financial Statements
Foreign Currency Gains Associated with Intercompany Loan Hedge
During the second fiscal quarter of 2022, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the year ended June 30, 2021 and three months ended September 30, 2021, we incorrectly recognized $7,518 and $9,027, respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have been noan impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented.
Consolidated Balance SheetsAs of September 30, 2021
ReportedAdjustmentsRevised
Accumulated other comprehensive loss$(83,732)$16,545 $(67,187)
Retained earnings532,414 (16,545)515,869 
As of June 30, 2021
ReportedAdjustmentsRevised
Accumulated other comprehensive loss$(79,000)$7,518 $(71,482)
Retained earnings537,677 (7,518)530,159 
Consolidated Statements of OperationsThree months ended
September 30, 2021
ReportedAdjustmentsRevised
Other income (expense), net$22,197 $(9,027)$13,170 
Income (loss) before income taxes13,448 (9,027)4,421 
Net income (loss)4,067 (9,027)(4,960)
Net income (loss) attributable to Cimpress plc2,329 (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 LossThree months ended
September 30, 2021
ReportedAdjustmentsRevised
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' DeficitThree months ended
September 30, 2021
ReportedAdjustmentsRevised
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 FlowsThree months ended
September 30, 2021
ReportedAdjustmentsRevised
Net income (loss)$4,067 $(9,027)$(4,960)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency(8,853)9,027 174 

11


Consolidated Statements of OperationsYear ended
June 30, 2021
ReportedAdjustmentsRevised
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)$(3.28)
Consolidated Statements of Comprehensive (Loss) IncomeYear ended
June 30, 2021
ReportedAdjustmentsRevised
Net loss$(74,939)$(7,518)$(82,457)
Foreign currency translation losses, net of hedges5,397 7,518 12,915 
Consolidated Statements of Shareholders' Equity (Deficit)Year ended
June 30, 2021
ReportedAdjustmentsRevised
Net loss attributable to Cimpress plc$(77,711)$(7,518)$(85,229)
Foreign currency translation, net of hedges3,765 7,518 11,283 
Consolidated Statements of Cash FlowsYear ended
June 30, 2021
ReportedAdjustmentsRevised
Net loss$(74,939)$(7,518)$(82,457)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency(7,278)7,518 240 
Presentation of Revenue and Cost of Revenue
During the first quarter of fiscal 2022, we identified an immaterial error related to the presentation of revenue for one-to-one design service arrangements that overstated revenue and cost of revenue for the period from October 1, 2020 through June 30, 2021. On October 1, 2020 we acquired the 99designs business, which is presented as part of our Vista reportable segment, and after acquisition we recognized revenue on a gross basis as if we were the principal to the transactions. During the first quarter of fiscal 2022, we reconsidered the guidance of ASC 606-10-55-39 and confirmed we are the principal for contest arrangements; however, the one-to-one design service portion of 99designs revenue is governed by different terms and conditions. We evaluated whether we have control over these services before the design is transferred to the customer, as we leverage a network of third-party designers to fulfill this offering. The pricing and fulfillment responsibility aspects of the one-to-one design arrangements led us to conclude we are an agent to these specific transactions.
The revision for the three and nine months ended March 31, 2021 is summarized in the table below.
Consolidated Statements of OperationsThree months ended
March 31, 2021
ReportedAdjustmentsRevised
Revenue$578,851 $(5,489)$573,362 
Cost of revenue302,022 (5,489)296,533 
Nine months ended
March 31, 2021
ReportedAdjustmentsRevised
Revenue$1,951,496 $(10,730)$1,940,766 
Cost of revenue986,845 (10,730)976,115 
The impact of this revision will result in a decrease to revenue and cost of revenue for fiscal year 2021 of $16,552.
12


Management assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin (“SAB” No. 99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250") and ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements) and concluded that these misstatements were not material changesto any prior annual or interim periods.

0Purchase and Sale of Leased Facility
During the second quarter of fiscal year 2022, we paid $27,885 to exercise the purchase option available for one of our leased facilities, resulting in a $23,534 decrease in the current portion of our finance lease obligations. We immediately sold this facility to a separate third party for $23,226. Due to an impairment charge recognized during the third quarter of fiscal 2021 that resulted from triggering events that assumed a less advantageous sublease scenario than the current-quarter sale, we recognized a $3,324 gain on the sale of the asset within general and administrative expense on our consolidated statement of operations during the nine months ended March 31, 2022.
For the nine months ended March 31, 2022, our consolidated statement of cash flows includes a $23,226 cash inflow for the sale of the facility presented as an investing activity as part of proceeds from the sale of assets and a $27,885 cash outflow for the exercise of the purchase option presented as a financing activity as part of payments of finance lease obligations.

Marketable Securities
We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities-specifically U.S. Treasury bills, notes, and bonds, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We generally invest in securities with a maturity of two years or less. As the investments are classified as held-to-maturity they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.
We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our significant accounting policiesinvestments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and nine months ended March 31, 2022, and we held no marketable securities during the prior comparative periods.
The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of March 31, 2022 and June 30, 2021.

March 31, 2022
Amortized costUnrealized gainsUnrealized lossesFair value
Due within one year or less:
Commercial paper$18,998 $— $(14)$18,984 
Corporate debt securities76,639 (324)76,318 
Total due within one year or less95,637 (338)95,302 
Due between one and two years:
Corporate debt securities12,116 — (233)11,883 
Total held-to-maturity securities$107,753 $$(571)$107,185 

1013


June 30, 2021
Amortized costUnrealized lossesFair value
Due within one year or less:
Commercial paper$74,463 $(28)$74,435 
Corporate debt securities77,785 (57)77,728 
Total due within one year or less152,248 (85)152,163 
Due after one year through two years:
Corporate debt securities50,713 (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 March 31,Nine Months Ended March 31,
20212020202120202022202120222021
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)$11,210 $18,724 $31,017 $(13,791)
Currency-related (losses) gains, net (2)(3)Currency-related (losses) gains, net (2)(3)(8,841)3,950 (2,957)3,183 Currency-related (losses) gains, net (2)(3)(672)(8,841)5,202 (2,957)
Other (losses) gains(98)548 581 258 
Other gains (losses)Other gains (losses)1,783 (98)2,111 581 
Total other income (expense), netTotal other income (expense), net$9,785 $22,537 $(16,167)$29,171 Total other income (expense), net$12,321 $9,785 $38,330 $(16,167)
_____________________
(1) Primarily relates to both realized and unrealized gains and losses on derivative currency forward and option contracts and interest rate swaps not designated as hedging instruments, includingas well as certain interest rate swap contracts that have been de-designated from hedge accounting due to their ineffectiveness. The ineffective portion of interest rate swap contracts which had been de-designated amounted to gains of $6,580 and $6,364 for the three and nine months ended March 31, 2022, respectively, and gains of $6,394 and $6,759 for the three and nine months ended March 31, 2021, respectively, related to 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..respectively.
(2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net are primarily driven by this intercompany activity for the periods presented. In addition, we have certain cross-currency swaps designated as cash flow hedges which hedge the remeasurement of certain intercompany loans; both are presented in the same component above. The unrealizedUnrealized gains related to cross-currency swaps for the three months ended March 31, 2021 were $6,288,$1,770 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$8,126 during the three and nine months ended March 31, 2020,2022, respectively, while there were unrealized gains of $6,288 and unrealized losses of $5,233 during the three and nine months ended March 31, 2021, respectively.
(3) During the second quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to reduce the gains presented above by $9,027 for the nine months ended March 31, 2022. Refer to the "Revision of Prior Period Financial Statements" section above for additional details.

Net (Loss) IncomeLoss Per Share Attributable to Cimpress plc
Basic net (loss) incomeloss per share attributable to Cimpress plc is computed by dividing net (loss) incomeloss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) incomeloss 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.

14


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,
 2021202020212020
Weighted average shares outstanding, basic26,003,675 26,024,229 25,984,300 27,608,387 
Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants709,053 
Shares used in computing diluted net (loss) income per share attributable to Cimpress plc26,003,675 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 
_____________________
 Three Months Ended March 31,Nine Months Ended March 31,
 2022202120222021
Weighted average shares outstanding, basic and diluted (1)26,102,610 26,003,675 26,090,460 25,984,300 
Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (2)908,354 621,172 770,500 485,067 
___________________
(1) In the periods in which a net loss is recognized, the impact of share options, RSUs, RSAs and warrants is not included as they are anti-dilutive.
(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and nine months ended March 31, 2021,2022, the weighted average anti-dilutivedilutive effect of the warrants was 103,443 and 264,963 shares, respectively, as compared to 412,473 and 348,973 shares respectively. Refer 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 and warrants is not included as they are anti-dilutive.
11


Lease Impairment and Abandonment Charges
During the three and nine 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

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 will no longer lease. As part of the agreement, we are required to pay a total termination penalty of $8,761 in two equal installments. The first installment was paid in January 2021 and the remaining amount was paid in April 2021. This termination penalty is inclusive of the rent that would have otherwise been paid through June 2021 when the office was not expected to be occupied.

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 operations 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 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
NewAdopted Accounting Standards Adopted

In December 2019,October 2021, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes2021-08 "Business Combinations (Topic 740): Simplifying the805) — Accounting for Income Taxes"Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2019-12)2021-08), which modifies certain aspectsprovides 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. Forin the nine months ended March 31, 2021, adopting ASU 2019-12 resulted insecond quarter of fiscal year 2022, which allowed us to record the deferred revenue contract liability as it relates to our acquisition of Depositphotos at carrying value. Refer to Note 7 for additional information relating to our Depositphotos acquisition. The impact of this adoption did not have a $2,545 increased tax expense inmaterial 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
12


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 Losses2021-08 "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 datein the second quarter of July 1, 2020. The standard didfiscal year 2022, which provides the option for lessors to classify direct-financing or sales-type leases as operating leases if a loss would have been incurred at lease commencement when considering non-indexed variable lease payments in the classification test. We sublease a small number of equipment assets which are classified as direct-financing leases; the variable lease payments associated with these leases would not have created a materialloss 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 expedientsprovides authoritative guidance for the accounting treatment of modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The standard is effective for us on July 1, 2022, early adoption is permitted, and, exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Weonce adopted, the standard is to be applied prospectively. We recognize freestanding equity-classified warrants on October 1, 2020.our consolidated balance sheets which could be affected by future modifications or exchanges under this standard. We electeddo not expect the impact of adopting ASU 2021-04 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. The standard did not have a material impacteffect on our consolidated financial statements.

3. Fair Value Measurements
We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are
15


observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
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March 31, 2021 March 31, 2022
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
AssetsAssetsAssets
Interest rate swap contractsInterest rate swap contracts$4,060 $— $4,060 $— 
Cross-currency swap contractsCross-currency swap contracts$145 $— $145 $— Cross-currency swap contracts1,535 — 1,535 $— 
Currency forward contractsCurrency forward contracts1,184 — 1,184 — Currency forward contracts13,056 — 13,056 — 
Currency option contractsCurrency option contracts80 — 80 — Currency option contracts3,848 — 3,848 — 
Total assets recorded at fair valueTotal assets recorded at fair value$1,409 $— $1,409 $— Total assets recorded at fair value$22,499 $— $22,499 $— 
LiabilitiesLiabilitiesLiabilities
Interest rate swap contractsInterest rate swap contracts$(23,981)$— $(23,981)$— Interest rate swap contracts$(151)$— $(151)$— 
Cross-currency swap contractsCross-currency swap contracts(7,978)— (7,978)— Cross-currency swap contracts(5,064)— (5,064)— 
Currency forward contractsCurrency forward contracts(21,482)— (21,482)— Currency forward contracts(2,044)— (2,044)— 
Currency option contractsCurrency option contracts(2,798)— (2,798)— Currency option contracts(800)— (800)— 
Total liabilities recorded at fair valueTotal liabilities recorded at fair value$(56,239)$— $(56,239)$— Total liabilities recorded at fair value$(8,059)$— $(8,059)$— 

June 30, 2020June 30, 2021
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
TotalQuoted Prices in
Active
Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
AssetsAssetsAssets
Interest rate swap contracts$4,462 $— $4,462 $— 
Currency forward contractsCurrency forward contracts7,949 — 7,949 — Currency forward contracts$1,679 $— $1,679 $— 
Currency option contracts1,429 — 1,429 — 
Total assets recorded at fair valueTotal assets recorded at fair value$13,840 $— $13,840 $— Total assets recorded at fair value$1,679 $— $1,679 $— 
LiabilitiesLiabilitiesLiabilities
Interest rate swap contractsInterest rate swap contracts$(39,520)$— $(39,520)$— Interest rate swap contracts$(25,193)$— $(25,193)$— 
Cross-currency swap contractsCross-currency swap contracts(4,746)— (4,746)— Cross-currency swap contracts(9,914)— (9,914)— 
Currency forward contractsCurrency forward contracts(8,519)— (8,519)— Currency forward contracts(19,651)— (19,651)— 
Currency option contractsCurrency option contracts(38)— (38)— Currency option contracts(3,080)— (3,080)— 
Total liabilities recorded at fair valueTotal liabilities recorded at fair value$(52,823)$— $(52,823)$— Total liabilities recorded at fair value$(57,838)$— $(57,838)$— 
During the quarternine months ended March 31, 20212022 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
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adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of March 31, 2021,2022, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall
14


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

As of March 31, 20212022 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 31, 20212022 and June 30, 2020,2021, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $1,384,1291,730,650 and $1,482,177,$1,764,856, respectively, and the fair value was $1,426,307$1,723,041 and $1,450,719,$1,767,209, respectively. Our debt at March 31, 20212022 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

As of March 31, 2022 and June 30, 2021 our held-to-maturity marketable securities were held at an amortized cost of $107,753and $202,961,respectively,while the fair value was $107,185and$202,786, respectively. The securities were valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.
4. Derivative Financial Instruments
We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss.
The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net.
Hedges of Interest Rate Risk
We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net.

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Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of March 31, 2021,2022, we estimate that $10,439$2,918 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending March 31, 2022.2023. As of March 31, 2021,2022, we had 1014 outstanding interest rate swap contracts indexed to USD LIBOR, all sixof which are no longerwere 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 31, 20212022$500,000400,000 
Contracts with a future start date50,000430,000 
Total$550,000830,000 
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
15


contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency.
Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of March 31, 2021,2022, 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 31, 2021,2022, we estimate that $2,6232,982 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2022.2023.
Other Currency ContractsHedges
We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar.
As of March 31, 2021,2022, 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 intoalso have one intercompany loan designated as a net investment hedge with a total notional amount of $364,524 that matures in May 2028. We designate these contractshedges to hedgemitigate the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment.
We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and nine months ended March 31, 2022 and 2021, 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.
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As of March 31, 2021,2022, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona:
Notional AmountEffective DateMaturity DateNumber of InstrumentsIndex
$477,464June 2019 through March 2021Various dates through October 2024608Various
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Notional AmountEffective DateMaturity DateNumber of InstrumentsIndex
$427,594June 2020 through March 2022Various dates through October 2024621Various
Financial Instrument Presentation    
The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of March 31, 20212022 and June 30, 2020.2021. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility.
March 31, 2021March 31, 2022
Asset DerivativesLiability DerivativesAsset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives designated as hedging instrumentsDerivatives designated as hedging instrumentsDerivatives designated as hedging instruments
Derivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationships
Interest rate swapsInterest rate swapsOther assets$2,109 $— $2,109 Other current liabilities / other liabilities$(430)$288 $(142)
Cross-currency swapsCross-currency swapsOther assets$145 $— $145 Other liabilities$(7,978)$$(7,978)Cross-currency swapsOther assets1,535 — 1,535 Other liabilities(5,064)— (5,064)
Derivatives in net investment hedging relationshipsDerivatives in net investment hedging relationshipsDerivatives in net investment hedging relationships
Currency forward contractsCurrency forward contractsOther assetsOther current liabilities / other liabilities(12,386)(12,386)Currency forward contractsOther current assets / other assets— — — Other current liabilities / other liabilities(2,536)628 (1,908)
Total derivatives designated as hedging instrumentsTotal derivatives designated as hedging instruments$145 $$145 $(20,364)$$(20,364)Total derivatives designated as hedging instruments$3,644 $— $3,644 $(8,030)$916 $(7,114)
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments
Interest rate swapsInterest rate swapsOther assets$— $— $— Other liabilities$(24,632)$651 $(23,981)Interest rate swapsOther assets$1,951 $— $1,951 Other liabilities$(9)$— $(9)
Currency forward contractsCurrency forward contractsOther current assets / other assets1,344 (160)1,184 Other current liabilities / other liabilities(13,198)4,102 (9,096)Currency forward contractsOther current assets / other assets14,975 (1,919)13,056 Other current liabilities / other liabilities(741)605 (136)
Currency option contractsCurrency option contractsOther current assets / other assets385 (305)80 Other current liabilities / other liabilities(2,919)121 (2,798)Currency option contractsOther current assets / other assets3,925 (77)3,848 Other liabilities(945)145 (800)
Total derivatives not designated as hedging instrumentsTotal derivatives not designated as hedging instruments$1,729 $(465)$1,264 $(40,749)$4,874 $(35,875)Total derivatives not designated as hedging instruments$20,851 $(1,996)$18,855 $(1,695)$750 $(945)

1719


June 30, 2020June 30, 2021
Asset DerivativesLiability DerivativesAsset DerivativesLiability Derivatives
Balance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized assetsGross amount offset in Consolidated Balance SheetNet amountBalance Sheet line itemGross amounts of recognized liabilitiesGross amount offset in Consolidated Balance SheetNet amount
Derivatives designated as hedging instrumentsDerivatives designated as hedging instrumentsDerivatives designated as hedging instruments
Derivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationships
Interest rate swapsInterest rate swapsOther current assets / other assets$$$Other liabilities$(31,161)$$(31,161)Interest rate swapsOther current assets / other assets$— $— $— Other current liabilities / other liabilities$(23,527)$176 $(23,351)
Cross-currency swapsCross-currency swapsOther assets4,462 4,462 Other liabilities(4,746)(4,746)Cross-currency swapsOther assets— — — Other liabilities(9,914)— (9,914)
Derivatives in net investment hedging relationships
Derivatives in Net Investment Hedging RelationshipsDerivatives in Net Investment Hedging Relationships
Currency forward contractsCurrency forward contractsOther assets— — — Other current liabilities / other liabilities(6,829)(6,829)Currency forward contractsOther assets— — — Other current liabilities / other liabilities(11,379)— (11,379)
Total derivatives designated as hedging instrumentsTotal derivatives designated as hedging instruments$4,462 $$4,462 $(42,736)$$(42,736)Total derivatives designated as hedging instruments$— $— $— $(44,820)$176 $(44,644)
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments
Interest rate swapsInterest rate swapsOther assets$— $— $— Other liabilities$(8,359)$$(8,359)Interest rate swapsOther assets$— $— $— Other liabilities$(1,842)$— $(1,842)
Currency forward contractsCurrency forward contractsOther current assets / other assets9,702 (1,753)7,949 Other current liabilities / other liabilities(2,136)446 (1,690)Currency forward contractsOther current assets / other assets1,796 (117)1,679 Other current liabilities / other liabilities(11,510)3,238 (8,272)
Currency option contractsCurrency option contractsOther current assets / other assets1,699 (270)1,429 Other current liabilities / other liabilities(38)(38)Currency option contractsOther current assets / other assets— — — Other current liabilities / other liabilities(3,315)235 (3,080)
Total derivatives not designated as hedging instrumentsTotal derivatives not designated as hedging instruments$11,401 $(2,023)$9,378 $(10,533)$446 $(10,087)Total derivatives not designated as hedging instruments$1,796 $(117)$1,679 $(16,667)$3,473 $(13,194)
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The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) income for the three and nine months ended March 31, 20212022 and 2020:2021:
Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive IncomeAmount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income
Three Months Ended March 31,Nine Months Ended March 31,Three Months Ended March 31,Nine Months Ended March 31,
20212020202120202022202120222021
Derivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationships
Interest rate swapsInterest rate swaps$6,244 $(24,645)$7,386 $(24,841)Interest rate swaps$12,446 $6,244 $17,986 $7,386 
Cross-currency swapsCross-currency swaps(435)3,444 6,061 2,583 Cross-currency swaps(5,224)(435)(15,187)6,061 
Derivatives in net investment hedging relationshipsDerivatives in net investment hedging relationshipsDerivatives in net investment hedging relationships
Intercompany loanIntercompany loan2,515 — 19,901 — 
Currency forward contractsCurrency forward contracts8,064 14,284 (16,768)22,849 Currency forward contracts1,176 8,064 7,590 (16,768)
TotalTotal$13,873 $(6,917)$(3,321)$591 Total$10,913 $13,873 $30,290 $(3,321)




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The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 20212022 and 2020:2021:
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into IncomeAffected line item in the
Statement of Operations
Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into IncomeAffected line item in the
Statement of Operations
Three Months Ended March 31,Nine Months Ended March 31,Three Months Ended March 31,Nine Months Ended March 31,
20212020202120202022202120222021
Derivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationshipsDerivatives in cash flow hedging relationships
Interest rate swapsInterest rate swaps$(4,396)$691 $227 $1,146 Interest expense, netInterest rate swaps$2,684 $(4,396)$8,154 $227 Interest expense, net
Cross-currency swapsCross-currency swaps661 2,665 (9,631)6,203 Other income (expense), netCross-currency swaps2,538 661 10,346 (9,631)Other income (expense), net
Total before income taxTotal before income tax(3,735)3,356 (9,404)7,349 (Loss) income before income taxesTotal before income tax5,222 (3,735)18,500 (9,404)(Loss) income before income taxes
Income taxIncome tax650 (825)1,022 (1,812)Income tax expense (benefit)Income tax(821)650 (785)1,022 Income tax expense
TotalTotal$(3,085)$2,531 $(8,382)$5,537 Total$4,401 $(3,085)$17,715 $(8,382)

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 20212022 and 20202021 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) IncomeAffected line item in the
Statement of Operations
Amount of Gain (Loss) Recognized in Net LossAffected line item in the
Statement of Operations
Three Months Ended March 31,Nine Months Ended March 31,Three Months Ended March 31,Nine Months Ended March 31,
20212020202120202022202120222021
Currency contractsCurrency contracts$12,329 $18,039 $(20,635)$25,730 Other income (expense), netCurrency contracts$4,630 $12,329 $24,653 $(20,635)Other income (expense), net
Interest rate swapsInterest rate swaps6,395 6,844 Other income (expense), netInterest rate swaps6,580 6,395 6,364 6,844 Other income (expense), net
TotalTotal$18,724 $18,039 $(13,791)$25,730 Total$11,210 $18,724 $31,017 $(13,791)
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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 $643640, for the nine months ended March 31, 20212022:
Gains (losses) on cash flow hedges (1)Losses on pension benefit obligationTranslation adjustments, net of hedges (2)Total
Balance as of June 30, 2020$(30,078)$(1,399)$(57,199)$(88,676)
Other comprehensive income (loss) before reclassifications13,447 (336)(1,028)12,083 
Amounts reclassified from accumulated other comprehensive loss to net (loss) income(8,382)— — (8,382)
Net current period other comprehensive income (loss)5,065 (336)(1,028)3,701 
Balance as of March 31, 2021$(25,013)$(1,735)$(58,227)$(84,975)
(Losses) gains on cash flow hedges (1)(Losses) gains on pension benefit obligationTranslation adjustments, net of hedges (2)Total
Balance as of June 30, 2021$(23,831)$(1,735)$(45,916)$(71,482)
Other comprehensive income before reclassifications2,799 444 901 4,144 
Amounts reclassified from accumulated other comprehensive loss to net loss17,715 — — 17,715 
Net current period other comprehensive income20,514 444 901 21,859 
Balance as of March 31, 2022$(3,317)$(1,291)$(45,015)$(49,623)
________________________
(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 31, 20212022 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$11,561 and $20,509,$1,457, respectively, net of tax, have been included in accumulated other comprehensive loss.
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6. Goodwill
The carrying amount of goodwill by reportable segment as of March 31, 20212022 and June 30, 20202021 was as follows:
VistaPrintBrothersThe Print GroupAll Other BusinessesTotal
Balance as of June 30, 2021$225,147 $137,307 $164,220 $200,305 $726,979 
Acquisitions (1)73,168 9,253 — — 82,421 
Adjustments(821)— — — (821)
Effect of currency translation adjustments (2)(2,445)(8,356)(10,206)— (21,007)
Balance as of March 31, 2022$295,049 $138,204 $154,014 $200,305 $787,572 
VistaprintPrintBrothersThe Print GroupAll Other BusinessesTotal
Balance as of June 30, 2020$150,846 $129,764 $155,197 $186,097 $621,904 
Acquisitions (1)71,401 71,401 
Adjustments(609)— — — (609)
Effect of currency translation adjustments (2)1,862 5,495 6,573 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 99designsDepositphotos Inc., which is included in our VistaprintVista reportable segment. In the third quarter of fiscal 2022, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment. Refer to Note 7 for additional details.
(2) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar.

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
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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 graphicdigital design. We acquired all outstanding shares of the company for a purchase price of $90,000, subject to$84,900, which included 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, is payable in two separate deferred payments. The first payment of $609 was made in January 2022 and the $8,172 remaining deferred amount is due in October 2022. The acquisition

Depositphotos is managed within our VistaprintVista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design, and the separately branded Depositphotos business, a platform for creators that includes images, videos and music that are developed by a large group of content contributors. We expect synergies to provide significant benefits to our Vista business as this represents another integral step toward providing a compelling, full-spectrum design offering to our customers, and also provides a global platform that connects designersanother 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.

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

Cash consideration (paid at closing)$45,00076,119 
Fair value of deferredDeferred payment43,3818,781 
Final post closing adjustment310 
Total purchase price$88,69184,900 

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 segmentVista reporting unit and the portionnone of suchthe goodwill balance that is deductible for tax purposes is $19,667.purposes. Additionally, we identified and valued 99designsDepositphotos intangible assets, which include theirits 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, which is expected to be finalized before the end of fiscal year 2022, may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates.










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The fair value of the assets acquired and liabilities assumed was:
AmountWeighted Average Useful Life in Years
Tangible assets acquired and liabilities assumed:
Cash and cash equivalents$8,6037,173 n/a
Accounts receivable, net494329 n/a
Prepaid expenses and other current assets1,167448 n/a
Property, plant and equipment, net73611 n/a
Operating lease assets, net383 n/a
Other assets142324 n/a
Accounts payable(220)(843)n/a
Accrued expenses(6,679)(5,009)n/a
Deferred revenue(5,806)(10,999)n/a
OtherOperating lease liabilities, current(152)n/a
Deferred tax liabilities (1)(625)(4,402)n/a
Operating lease liabilities, non-current(231)n/a
Identifiable intangible assets:
Customer relationships11,600 4 years
Trade name1,5502,500 10 years
Developed technology2,300 2 years
    Developed technologyOwned content13,4007,700 3 years
    Designer network5,800 710 years
Goodwill (1)70,79273,168 n/a
Total purchase price$88,69184,900 n/a
_________________
(1) During the third quarter of fiscal 2021year 2022, we recordedrecognized a measurement period adjustment totaling $609resulting in an increase to otherdeferred tax liabilities which was offset againstof $226 and an offsetting increase to goodwill.

99designsDepositphotos has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of 99designsDepositphotos included in our consolidated financial statements for the three and nine months ended March 31, 20212022 are not material, and therefore no proforma financial information is presented. We used our credit facilitycash on hand to financefund the acquisition. In connection with the acquisition, we incurred $1,183 $887in general and
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administrative expenses, as part of our central and corporate costs during the nine months ended March 31, 2021,2022 primarily related to legal, financial, and other professional services.

Other Acquisition

On January 21, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment. After giving effect to this investment, we have acquired approximately 75% of the company's shares for total cash and noncash consideration of $11,218. We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $9,253 which is not deductible for tax purposes. The net assets recognized largely consist of the cash and deferred tax liability balances acquired. The revenue and earnings included in our consolidated financial statements for the three and nine months ended March 31, 2022 are not material. We utilized our available cash balance to finance the acquisition.

8. Other Balance Sheet Components
Accrued expenses included the following:
March 31, 2021June 30, 2020 March 31, 2022June 30, 2021
Compensation costsCompensation costs$74,170 $67,307 Compensation costs$79,593 $73,861 
Income and indirect taxesIncome and indirect taxes52,054 53,161 Income and indirect taxes50,793 46,074 
Advertising costs (1)Advertising costs (1)28,401 14,746 Advertising costs (1)24,217 35,093 
Shipping costsShipping costs9,617 9,401 
Third party manufacturing and digital content costs (1)Third party manufacturing and digital content costs (1)15,465 6,881 
Sales returns
Sales returns
5,323 5,636 
Purchases of property, plant and equipmentPurchases of property, plant and equipment2,174 1,110 
Professional feesProfessional fees2,748 4,210 
Interest payable (2)Interest payable (2)26,700 8,359 Interest payable (2)12,972 2,399 
Production costs6,412 7,012 
Sales returns5,997 5,166 
Shipping costs7,541 5,080 
Professional fees3,286 3,452 
Purchases of property, plant and equipment1,292 1,685 
OtherOther59,740 44,796 Other59,718 62,848 
Total accrued expensesTotal accrued expenses$265,593 $210,764 Total accrued expenses$262,620 $247,513 
_______________________
_________________
(1)(1) The increase in advertisingthird party manufacturing and digital content costs from June 30, 2022 to March 31, 2022 is primarily due to expanded return thresholdsthe acquisition of Depositphotos on October 1, 2021. Refer to Note 7 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.additional details.
(2) The increase in interest payable as of March 31, 2021,2022, is due to the interest on our 2026 Notes being payable semi-annuallysemi-annually on June 15 and December 15 of each year. Refer to Note 9 for further detail.

Other current liabilities included the following:
March 31, 2022June 30, 2021
Current portion of finance lease obligations (1)$6,867 $32,314 
Short-term derivative liabilities (2)3,998 20,530 
Other (3)16,341 50,671 
Total other current liabilities$27,206 $103,515 
________________________
(1) The decrease in the current portion of our finance lease obligations is primarily due to the exercise of a purchase option for a previously leased facility that decreased our finance lease liability by $23,534. We immediately sold this facility to a third party and recognized a $3,324 gain on the sale of the asset during the nine months ended March 31, 2022. Refer to Note 2 for additional details.
(2) The decrease in short-term derivative liabilities is due to volatility in interest and foreign currency rates. Refer to Note 4 for additional details about our derivative financial instruments.
(3) Other current liabilities decreased primarily due to the $43,647 payment made in February 2022 for our prior year acquisition of 99designs.
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Other current liabilities included the following:
March 31, 2021June 30, 2020
Current portion of finance lease obligations$9,336 $8,055 
Short-term derivative liabilities19,417 3,521 
Other (1)48,916 1,692 
Total other current liabilities$77,669 $13,268 
_____________________
March 31, 2022June 30, 2021
Long-term finance lease obligations$14,982 $18,528 
Long-term derivative liabilities (1)7,724 41,074 
Other40,047 36,808 
Total other liabilities$62,753 $96,410 
(1) The increasedecrease in other currentlong-term derivative liabilities is driven by the deferred payment relateddue to the 99designs acquisition totaling $43,691, which was includedvolatility in other long-term liabilities as of December 31, 2020.interest and currency rates. Refer to Note 74 for additional details.
Other liabilities included the following:
March 31, 2021June 30, 2020
Long-term finance lease obligations$17,695 $18,617 
Long-term derivative liabilities42,162 51,800 
Other32,929 17,770 
Total other liabilities$92,786 $88,187 
details about our derivative financial instruments.
9. Debt
March 31, 2021June 30, 2020March 31, 2022June 30, 2021
7.0% Senior unsecured notes due 2026$600,000 $600,000 
7.0% Senior notes due 20267.0% Senior notes due 2026$600,000 $600,000 
Senior secured credit facilitySenior secured credit facility471,500 570,483 Senior secured credit facility1,121,365 1,152,021 
12.0% Second lien notes due 2025300,000 300,000 
OtherOther12,629 11,694 Other9,285 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)(20,294)(22,450)
Total debt outstanding, netTotal debt outstanding, net1,341,246 1,433,590 Total debt outstanding, net1,710,356 1,742,406 
Less: short-term debt (1)Less: short-term debt (1)9,012 17,933 Less: short-term debt (1)10,922 9,895 
Long-term debtLong-term debt$1,332,234 $1,415,657 Long-term debt$1,699,434 $1,732,511 
_____________________
(1) Balances as of March 31, 20212022 and June 30, 20202021 are inclusive of short-term debt issuance costs, debt premiums and discounts of $10,932$3,499 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 31, 2021,2022, we were in compliance with all financial and other covenants under theour 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 RatioA senior secured Term Loan B with a maturity date of Consolidated Total Indebtedness to Consolidated EBITDA for the four trailing fiscal quartersMay 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 through0.50%) plus 3.50%, and including September 30, 2022 (the “Covenant Adjustment Period”) and 4.75 to 1.00 following the Covenant Adjustment Period
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a €300,000 tranche that bears interest at EURIBOR (with a EURIBOR floor of 0%) plus 3.50%; and
Maximum Senior SecuredA $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 fora 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 PeriodRestated 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 negativeThe Restated Credit Agreement contains covenants that restrict or limit certain activities and actions oftransactions by Cimpress and our business,subsidiaries, including, but not limited to, removing mostthe incurrence of the more restrictive limitations onadditional 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 changedFirst Lien Leverage Ratio calculated as part of the February 2021 amendment and remains in November 2024, but will resetlast 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 31, 2021,2022, we have drawn commitmentsborrowings under the credit facilityRestated Credit Agreement of $471,500 as follows:
Revolving loans$1,121,365 consisting of $329,000 with a maturity date of November 15, 2024
the Term loans of $142,500 amortizingLoan B, which amortizes over the loan period, with a final maturity date of November 15, 2024May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of March 31, 2022.
As of March 31, 2021,2022, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 5.41%4.50%, inclusive of interest rate swap rates. We are also required to pay a commitment fee
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for our Revolving Credit Facility on unused balances of 0.35% to 0.50%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 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.

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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.2022.
Senior Unsecured Notes
We have issued $600,000 in aggregate principal of 7.0% senior unsecured notesSenior 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 March 31, 2022, we have not redeemed any of the 2026 Notes.
Other Debt
Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 20212022 and June 30, 2020,2021, we had $12,629$9,285 and$11,694, $12,835, respectively, outstanding for those obligations that are payable through January 2026.March 2027.
10. Income Taxes
Our income tax expense was $29,529 and $56,208 for the three and nine months ended March 31, 2022, respectively, as compared to $3,927 and $23,675 for the three and nine months ended March 31, 2021, respectively, compared to incomerespectively. During the current quarter, we recorded a partial valuation allowance on Swiss deferred tax expenseassets of $1,039 for the three months ended March 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$29,600 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 attributablereform benefits recognized in fiscal 2020 that we no longer expect to decreased pre-tax income for the nine months ended March 31, 2021 as compared to the same prior year period.fully realize. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 20212022 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 31, 2021,2022 we had unrecognized tax benefits of $14,495,$14,454, including accrued interest and penalties of $914.$1,316. 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 20142015 through 20202021 remain open for examination by the IRSU.S. Internal Revenue Service and the years 2015 through 20202021 remain open for examination in the various states and non-USnon-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.

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11. Noncontrolling InterestsInterest
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.
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Redeemable Noncontrolling Interests
PrintBrothers
Members of the PrintBrothers management team hold a minority equity interest ranging from 11% to 12% in each of the three businesses within the segment. The put options associated with the redeemable noncontrolling interest are exercisable beginninghave annual exercise windows for 90% of their minority equity interest to Cimpress in 2021, while the associated call options become exercisableeach quarter ending in 2026. As of March 31, 2021, the redemption value was less than the carrying value, and therefore no adjustment was required. DuringDecember. The first window occurred in the second quarter of fiscal 2021, we repurchased2022 and no options were exercised. If the put options are exercised, then Cimpress may redeem the remaining 10% minority equity interests ranging from 0.56% to 1.15% in eachinterest concurrently with the put option exercise or on the first, second, or third anniversary of the three businessesput option exercise. Cimpress has call options for a total of $5,063.
All Other Businesses
On October 1, 2018, we acquired approximately 99%the full amount of the outstanding equity interests of BuildASign LLC. The remaining 1% is considered a redeemable noncontrollingminority equity interest as it is redeemable for cash based on future financial results through put and call rights and not solely within our control.with the first exercise window occurring during the second quarter of fiscal year 2027.
During the nine months ended March 31, 2021,2022, the redemption value of two PrintBrothers businesses increased above thetheir carrying value due to continued strong financial performance resultingduring the current fiscal year as well as the lapping of a period where performance was more severely impacted by the pandemic. The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $45,072. We recognized $43,824 of the offsetting amount within retained earnings to accrete the carrying value up to redemption value for the amount which the noncontrolling interests' redemption values were below fair values. One of the noncontrolling interest's fair value exceeded its redemption value by $1,248; therefore this portion of the redeemable noncontrolling interest adjustment was recorded to net income attributable to noncontrolling interest in the consolidated statement of $966, which was recognized as an adjustment to retained earnings.operations for the three and nine months ended March 31, 2022.

The following table presents the reconciliation of changes in our redeemable noncontrolling interests:
Redeemable noncontrolling interests
Balance as of June 30, 20202021$69,10671,120 
Acquisition of noncontrolling interest (1)4,453 
Accretion to redemption value recognized in retained earnings (2)1,08643,824 
Accretion to redemption value recognized in net income attributable to noncontrolling interest (2)1,248 
Net income attributable to noncontrolling interest2,5005,027 
Distribution to noncontrolling interest(4,599)(3,963)
Purchase of noncontrolling interest(5,063)(52)
Foreign currency translation1,220 (1,823)
Balance as of March 31, 20212022 (3)$64,250119,834 
_________________
(1) On January 21, 2022, we completed a transaction that resulted in our acquisition of a 75% interest in a company that is included in the PrintBrothers reportable segment. The remaining 25% is considered a redeemable noncontrolling interest which was recognized at fair value as of the acquisition date.
(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of the estimated redemption amount being greater than carrying value but less than fair value. Accretion recognized in net income attributable to noncontrolling interest is the result of the estimated redemption value being greater than both the carrying and fair value. Refer above for additional details.
(3) In addition to those described above, we have several immaterial noncontrolling interests across a number of our businesses.
12. Segment Information
Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance.

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As of March 31, 2021,2022, we have numerous operating segments under our management reporting structure which are reported in the following 5 reportable segments:
VistaprintVista - IncludesVista is the operationsparent brand of our global Vistaprint websitesmultiple 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 VistaprintVista 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
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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 soon after the acquisition.
PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses.
The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses.
National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts.
All Other Businesses - Includes a collection of businesses grouped together based on materiality. With the exception ofIn addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two early-stagesmaller 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.
Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.
YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness and develop new markets.
Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs.
The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs.
Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results.
Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below.

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Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment.
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Three Months Ended March 31,Nine Months Ended March 31, Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Revenue (1):
Vistaprint$327,454 $316,310 $1,093,062 $1,092,786 
Revenue:Revenue:
Vista (1)Vista (1)$349,216 $321,965 $1,146,810 $1,082,332 
PrintBrothersPrintBrothers93,997 109,496 315,915 345,403 PrintBrothers119,960 93,997 383,011 315,915 
The Print GroupThe Print Group59,945 68,537 202,586 228,494 The Print Group75,361 59,945 238,311 202,586 
National PenNational Pen62,220 68,362 244,561 266,510 National Pen72,243 62,220 266,224 244,561 
All Other BusinessesAll Other Businesses44,062 39,237 142,905 131,287 All Other Businesses48,486 44,062 154,076 142,905 
Total segment revenueTotal segment revenue587,678 601,942 1,999,029 2,064,480 Total segment revenue665,266 582,189 2,188,432 1,988,299 
Inter-segment eliminations(2)Inter-segment eliminations(2)(8,827)(3,982)(47,533)(12,228)Inter-segment eliminations(2)(7,854)(8,827)(23,705)(47,533)
Total consolidated revenueTotal consolidated revenue$578,851 $597,960 $1,951,496 $2,052,252 Total consolidated revenue$657,412 $573,362 $2,164,727 $1,940,766 
_____________________
(1) During the first quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to decrease Vista segment revenue by $5,489 and $10,730 for the three and nine months ended March 31, 2022. Refer to Note 2 for additional details.
(2) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. The decrease of inter-segment eliminations is the result of significant cross-business transactions during the three and nine months ended March 31, 2022 associated with the fulfillment of masks in response to the pandemic. Demand for this product was far lower in the current periods.

Three Months Ended March 31, 2022
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$236,751 $— $— $43,483 $42,047 $322,281 
Europe78,136 119,353 73,885 21,876 — 293,250 
Other32,779 — — 3,741 5,361 41,881 
Inter-segment1,550 607 1,476 3,143 1,078 7,854 
   Total segment revenue349,216 119,960 75,361 72,243 48,486 665,266 
Less: inter-segment elimination(1,550)(607)(1,476)(3,143)(1,078)(7,854)
Total external revenue$347,666 $119,353 $73,885 $69,100 $47,408 $657,412 
Three Months Ended March 31, 2021
VistaprintPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$214,663 $$$33,398 $39,407 $287,468 
Europe73,524 93,831 57,536 19,731 244,622 
Other38,656 — — 4,012 4,093 46,761 
Inter-segment611 166 2,409 5,079 562 8,827 
   Total segment revenue327,454 93,997 59,945 62,220 44,062 587,678 
Less: inter-segment elimination(611)(166)(2,409)(5,079)(562)(8,827)
Total external revenue$326,843 $93,831 $57,536 $57,141 $43,500 $578,851 

Nine Months Ended March 31, 2021
VistaprintPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$715,494 $$$112,397 $128,013 $955,904 
Europe277,649 315,336 187,257 87,913 868,155 
Other98,215 — — 16,359 12,863 127,437 
Inter-segment1,704 579 15,329 27,892 2,029 47,533 
   Total segment revenue1,093,062 315,915 202,586 244,561 142,905 1,999,029 
Less: inter-segment elimination(1,704)(579)(15,329)(27,892)(2,029)(47,533)
Total external revenue$1,091,358 $315,336 $187,257 $216,669 $140,876 $1,951,496 
Three Months Ended March 31, 2020Nine Months Ended March 31, 2022
VistaprintPrintBrothersThe Print GroupNational PenAll OtherTotalVistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:Revenue by Geographic Region:Revenue by Geographic Region:
North AmericaNorth America$222,294 $$$41,093 $35,040 $298,427 North America$770,815 $— $— $142,497 $134,390 $1,047,702 
EuropeEurope74,335 109,246 67,617 21,146 272,344 Europe267,296 381,654 232,636 96,524 — 978,110 
OtherOther18,074 — — 5,142 3,973 27,189 Other105,342 — — 16,503 17,070 138,915 
Inter-segmentInter-segment1,607 250 920 981 224 3,982 Inter-segment3,357 1,357 5,675 10,700 2,616 23,705 
Total segment revenue Total segment revenue316,310 109,496 68,537 68,362 39,237 601,942  Total segment revenue1,146,810 383,011 238,311 266,224 154,076 2,188,432 
Less: inter-segment eliminationLess: inter-segment elimination(1,607)(250)(920)(981)(224)(3,982)Less: inter-segment elimination(3,357)(1,357)(5,675)(10,700)(2,616)(23,705)
Total external revenueTotal external revenue$314,703 $109,246 $67,617 $67,381 $39,013 $597,960 Total external revenue$1,143,453 $381,654 $232,636 $255,524 $151,460 $2,164,727 

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Nine Months Ended March 31, 2020Three Months Ended March 31, 2021
VistaprintPrintBrothersThe Print GroupNational PenAll OtherTotalVistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:Revenue by Geographic Region:Revenue by Geographic Region:
North AmericaNorth America$753,724 $$$137,035 $114,667 $1,005,426 North America$214,663 $— $— $33,398 $39,407 $287,468 
EuropeEurope269,936 344,581 226,156 104,346 945,019 Europe73,524 93,831 57,536 19,731 — 244,622 
OtherOther63,666 — — 22,201 15,940 101,807 Other33,167 — — 4,012 4,093 41,272 
Inter-segmentInter-segment5,460 822 2,338 2,928 680 12,228 Inter-segment611 166 2,409 5,079 562 8,827 
Total segment revenue Total segment revenue1,092,786 345,403 228,494 266,510 131,287 2,064,480  Total segment revenue321,965 93,997 59,945 62,220 44,062 582,189 
Less: inter-segment eliminationLess: inter-segment elimination(5,460)(822)(2,338)(2,928)(680)(12,228)Less: inter-segment elimination(611)(166)(2,409)(5,079)(562)(8,827)
Total external revenueTotal external revenue$1,087,326 $344,581 $226,156 $263,582 $130,607 $2,052,252 Total external revenue$321,354 $93,831 $57,536 $57,141 $43,500 $573,362 
Nine Months Ended March 31, 2021
VistaPrintBrothersThe Print GroupNational PenAll OtherTotal
Revenue by Geographic Region:
North America$715,494 $— $— $112,397 $128,013 $955,904 
Europe277,649 315,336 187,257 87,913 — 868,155 
Other87,485 — — 16,359 12,863 116,707 
Inter-segment1,704 579 15,329 27,892 2,029 47,533 
   Total segment revenue1,082,332 315,915 202,586 244,561 142,905 1,988,299 
Less: inter-segment elimination(1,704)(579)(15,329)(27,892)(2,029)(47,533)
Total external revenue$1,080,628 $315,336 $187,257 $216,669 $140,876 $1,940,766 

The following table includes segment EBITDA by reportable segment, total (loss) income from operations and total (loss) income before income taxes.taxes:
 Three Months Ended March 31,Nine Months Ended March 31,
 2021202020212020
Segment EBITDA:
Vistaprint$64,333 $73,780 $266,821 $299,941 
PrintBrothers7,560 8,686 33,732 35,922 
The Print Group6,475 10,934 31,227 42,673 
National Pen(3,324)(1,244)4,733 17,005 
All Other Businesses6,515 3,187 25,781 8,572 
Total segment EBITDA81,559 95,343 362,294 404,113 
Central and corporate costs(34,144)(38,344)(96,148)(110,402)
Depreciation and amortization(42,809)(41,840)(128,696)(126,731)
Proceeds from insurance(122)(122)
Certain impairments and other adjustments(20,563)(101,976)(21,131)(102,736)
Restructuring-related charges382 (919)(1,714)(5,006)
Total (loss) income from operations(15,697)(87,736)114,483 59,238 
Other income (expense), net9,785 22,537 (16,167)29,171 
Interest expense, net(29,002)(17,262)(89,659)(48,050)
(Loss) income before income taxes$(34,914)$(82,461)$8,657 $40,359 
Three Months Ended March 31,Nine Months Ended March 31, Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Depreciation and amortization:
Vistaprint$14,881 $14,609 $43,420 $45,291 
Segment EBITDA:Segment EBITDA:
VistaVista$27,386 $64,333 $188,114 $266,821 
PrintBrothersPrintBrothers5,493 5,064 16,464 15,872 PrintBrothers12,392 7,560 47,280 33,732 
The Print GroupThe Print Group6,630 6,083 19,852 18,925 The Print Group11,923 6,475 42,670 31,227 
National PenNational Pen6,304 6,294 18,626 17,398 National Pen(898)(3,324)22,653 4,733 
All Other BusinessesAll Other Businesses4,524 6,049 14,783 17,910 All Other Businesses6,044 6,515 17,199 25,781 
Total segment EBITDATotal segment EBITDA56,847 81,559 317,916 362,294 
Central and corporate costsCentral and corporate costs4,977 3,741 15,551 11,335 Central and corporate costs(37,936)(34,144)(109,834)(96,148)
Total depreciation and amortization$42,809 $41,840 $128,696 $126,731 
Depreciation and amortizationDepreciation and amortization(43,651)(42,809)(133,397)(128,696)
Proceeds from insuranceProceeds from insurance— (122)— (122)
Certain impairments and other adjustmentsCertain impairments and other adjustments(277)(20,563)3,216 (21,131)
Restructuring-related chargesRestructuring-related charges(3,420)382 (3,418)(1,714)
Total (loss) income from operationsTotal (loss) income from operations(28,437)(15,697)74,483 114,483 
Other income (expense), netOther income (expense), net12,321 9,785 38,330 (16,167)
Interest expense, netInterest expense, net(24,247)(29,002)(75,304)(89,659)
(Loss) income before income taxes(Loss) income before income taxes$(40,363)$(34,914)$37,509 $8,657 
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Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020
Purchases of property, plant and equipment:
Vistaprint$2,411 $134 $6,860 $10,831 
PrintBrothers286 2,397 1,424 3,396 
The Print Group980 4,949 6,910 13,943 
National Pen679 728 3,503 3,505 
All Other Businesses744 1,523 2,712 3,893 
Central and corporate costs846 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 March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Capitalization of software and website development costs:
Vistaprint$10,414 $5,895 $21,830 $15,674 
Depreciation and amortization:Depreciation and amortization:
VistaVista$15,791 $14,881 $49,757 $43,420 
PrintBrothersPrintBrothers379 90 970 712 PrintBrothers5,466 5,493 15,806 16,464 
The Print GroupThe Print Group398 374 1,061 1,249 The Print Group6,459 6,630 19,655 19,852 
National PenNational Pen604 775 1,673 2,590 National Pen5,933 6,304 18,061 18,626 
All Other BusinessesAll Other Businesses897 890 2,639 2,969 All Other Businesses4,519 4,524 13,942 14,783 
Central and corporate costsCentral and corporate costs6,184 4,383 17,148 12,630 Central and corporate costs5,483 4,977 16,176 15,551 
Total capitalization of software and website development costs$18,876 $12,407 $45,321 $35,824 
Total depreciation and amortizationTotal depreciation and amortization$43,651 $42,809 $133,397 $128,696 

Three Months Ended March 31,Nine Months Ended March 31,
2022202120222021
Purchases of property, plant and equipment:
Vista$4,132 $2,411 $14,491 $6,860 
PrintBrothers665 286 3,381 1,424 
The Print Group7,560 980 14,237 6,910 
National Pen644 679 2,855 3,503 
All Other Businesses2,130 744 5,802 2,712 
Central and corporate costs472 846 1,376 1,327 
Total purchases of property, plant and equipment$15,603 $5,946 $42,142 $22,736 

Three Months Ended March 31,Nine Months Ended March 31,
2022202120222021
Capitalization of software and website development costs:
Vista$8,235 $10,414 $24,425 $21,830 
PrintBrothers361 379 829 970 
The Print Group790 398 1,735 1,061 
National Pen877 604 2,608 1,673 
All Other Businesses981 897 3,248 2,639 
Central and corporate costs6,497 6,184 17,030 17,148 
Total capitalization of software and website development costs$17,741 $18,876 $49,875 $45,321 
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The following table sets forth long-lived assets by geographic area:
March 31, 2021June 30, 2020 March 31, 2022June 30, 2021
Long-lived assets (1):Long-lived assets (1):  Long-lived assets (1):  
United StatesUnited States$87,136 $161,853 United States$92,469 $87,136 
NetherlandsNetherlands76,449 82,897 Netherlands70,700 76,449 
CanadaCanada57,685 67,367 Canada60,494 57,685 
SwitzerlandSwitzerland65,269 58,013 Switzerland73,467 65,269 
ItalyItaly46,559 46,317 Italy46,540 46,559 
FranceFrance26,005 20,802 
JamaicaJamaica20,802 21,563 Jamaica19,191 21,060 
AustraliaAustralia21,060 19,695 Australia20,043 25,564 
France25,564 23,917 
JapanJapan15,168 15,430 Japan12,947 15,168 
OtherOther96,964 94,922 Other85,647 96,964 
TotalTotal$512,656 $591,974 Total$507,503 $512,656 
___________________
(1) Excludes goodwill of $706,626$787,572 and $621,904,$726,979, intangible assets, net of $194,502$171,813 and $209,228, and$186,744, deferred tax assets of$135,491 $113,059 and $143,496$149,618, and marketable securities, non-current of $12,116 and $50,713 as of March 31, 20212022 and June 30, 2020,2021, respectively.
13. Commitments and Contingencies
Purchase Obligations
At March 31, 2021,2022, we had unrecorded commitments under contract of $211,311,$207,455, including third-party web services of $96,741, software of $54,548,$106,614, inventory and third-party fulfillment purchase commitments of $18,976,$58,879, advertising of $15,058, professional and consulting fees of $7,405,$20,657, production and computer equipment purchases of $2,430$4,812, software of $3,912, professional and consulting fees of $3,375, and other unrecorded purchase commitments of $16,153.
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$9,206.
Other Obligations
We deferred payments for several of our acquisitions resulting in the recognition of a liability of $44,680 in aggregate$8,555 as of March 31, 2021. This balance includes the2022, which primarily relates to a deferred payment related to the 99designsfor our acquisition totaling $43,691.of Depositphotos that is payable in 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 months ended March 31, 2021, we recognized restructuring benefits of $382 due to changes in prior 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, 2020,2022, we recognized restructuring charges of $919$3,420 and $5,006,$3,418, respectively, related primarily due to the decision made in our National Pen business to move its European production operations from Ireland to the Czech Republic, which will improve the speed and cost of delivery to European customers when the move is complete. We expect to recognize additional charges associated with these actions over the next twelve months as impacted employees continue to vest in additional termination benefits, but we do not expect those additional costs to be material. There were also immaterial adjustments to restructuring expense during this period due to changes in prior period estimates within our VistaprintThe Print Group reportable segment.

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The following table summarizes the restructuring activity during the nine months ended March 31, 2021:2022. All activity was related to employee termination benefits.
Severance and Related BenefitsOther Restructuring CostsTotal
Accrued restructuring liability as of June 30, 2020$5,969 $77 $6,046 
Restructuring charges1,071 643 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 charges3,418 
Cash payments(244)
Non-cash charges11 
Balance as of March 31, 2022$3,587 


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,
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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.

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Item 2. 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,financial results, continued global supply chain disruptions and the potential effectsexpected impacts of those disruptions on our business, our expectations with respect to National Pen's move from Ireland to the COVID-19 pandemic andCzech Republic, our expectations with respect to our business, markets,competitive position 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,market share, 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 31, 2021,2022, 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 restrictionson Cimpress have continued to diminish in terms of its impact on demand, but we continue to haveexperience volatility as COVID-19 variants emerge and government restrictions are put in place. Our businesses continue to experience supply chain challenges as a negative impact on mostfacet of pandemic impacts which has created both difficulties and opportunities for Cimpress businesses. Each of our businesses, customersreportable segments has seen material cost increases of product substrates like paper, production materials like aluminum plates, freight and the markets that we serve. Consolidated revenue was down 18% year over year for the first two months of the third quartershipping charges,
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energy costs and higher compensation costs due to severe restrictionsa more competitive labor market. Our scale-based shared strategic capabilities and supplier relationships provide competitive advantages for our businesses to weather these challenges. Through data capabilities, our businesses are regularly testing new pricing approaches, and in most of our markets. In March we saw a pick up in demand in markets where pandemic restrictionsall businesses there have been lifted orpricing increases that are less severe and inpartially 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, especially in our Vista business, that are designed to build on our competitive advantages and enable our businesses to grow as we come out of the
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pandemic, although we can't forecast how long that will take. 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.drive sustainable growth.
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 months ended March 31, 20212022 as compared to the three and nine months ended March 31, 20202021 follows:
Third Quarter Fiscal 2021Year 2022
Revenue decreasedincreased by 3%15% to $578.9$657.4 million.
Revenue decreasedConstant-currency revenue (a non-GAAP financial measure) increased by 10%19% and by 17% 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 increased by $72.0 $12.7 million from $(15.7) million to $15.7$(28.4) million.
Adjusted EBITDA (a non-GAAP financial measure) decreased by $15.9$21.4 million to $55.0$33.6 million.
Diluted net loss per share attributable to Cimpress plc increased to $(2.75) from $(1.50) in the comparative period.
Year to Date Fiscal 2021Year 2022
Revenue decreasedincreased by 5%12% to $1,951.5$2,164.7 million.
Organic constant-currencyConstant-currency revenue decreased(a non-GAAP financial measure) increased by 9%.13% and by 11% when excluding acquisitions completed in the last four quarters.
Operating income increasedincome decreased by $55.2 $40.0 million to $114.5$74.5 million.
Adjusted EBITDA (a non-GAAP financial measure) decreased by $49.0$43.6 million to $286.9$243.3 million.
Diluted net loss per share attributable to Cimpress plc increased to $(0.91) from $(0.67) in the comparative period.
Cash provided by operating activities decreased by $65.1$87.2 million to $218.9$131.7 million.
Adjusted free cash flow (a non-GAAP financial measure) decreased by $58.7$111.2 million to $150.9$39.7 million.
For the third quarter of fiscal year 2021, our2022, theincrease in reported revenue declined year-over-year as 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 where 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, 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.
Adjusted EBITDA decreased year-over-year, primarily due to the continued recovery of demand. Reported revenue 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 continued to be one tool we used to mitigate 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 because demand for pandemic-related revenue declineproducts has diminished. Currency exchange fluctuations also had a negative effect during the current quarter.
For the three months ended March 31, 2022, the increase in operating loss was primarily due to increased investments in our Vista business. These investments include hiring across several strategic initiatives, as well as increased advertising spend driven by mid- and upper-funnel advertising and higher performance advertising driven by expanded payback thresholds. The current quarter was also negatively impacted by inflationary cost pressures, which were not fully mitigated through price increases in certain businesses and product categories. Share based compensation expense also increased year over year largely because the comparative period's annual grant cycle
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was delayed until the middle of the third quarter of fiscal year 2021 while the current period's grants occurred during the first quarter of fiscal year 2022. Profit improvement in The Print Group, PrintBrothers, and National Pen segments driven by strong revenue growth, as well as the non-recurrence of a $19.9 million impairment in the year-ago period partially offset the items described above.
Adjusted EBITDA decreased year over year, primarily for the 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 negativeapproximately $2.9 million for the current quarter.
Diluted net loss per share attributable to Cimpress plc increased for the three months ended March 31, 2022 due to the items described above and increased income tax expense driven by approximately$4.4 million.
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the establishment of a partial valuation allowance on deferred tax assets primarily related to Swiss tax reform benefits recognized in fiscal year 2020 that we no longer expect to fully realize. This was partially offset by unrealized currency gains caused by exchange rate volatility and decreased interest expense due to our debt refinancing during the fourth quarter of fiscal 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 VistaprintVista 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.

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Total revenue and revenue growth by reportable segment for the three and nine months ended March 31, 20212022 and 20202021 are shown in the following table:
In thousandsThree Months Ended March 31,Currency
Impact:
Constant-
Currency
Impact of Acquisitions/Divestitures:Constant- Currency Revenue Growth
20212020%
 Change
(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)
Vistaprint (3)$327,454 $316,310 4%(3)%1%(6)%(5)%
PrintBrothers93,997 109,496 (14)%(7)%(21)%—%(21)%
The Print Group59,945 68,537 (13)%(7)%(20)%—%(20)%
National Pen62,220 68,362 (9)%(3)%(12)%—%(12)%
All Other Businesses44,062 39,237 12%3%15%—%15%
Inter-segment eliminations(8,827)(3,982)
Total revenue$578,851 $597,960 (3)%(4)%(7)%(3)%(10)%

In thousandsIn thousandsNine Months Ended March 31,Currency
Impact:
Constant-
Currency
Impact of Acquisitions/Divestitures:Constant- Currency Revenue GrowthIn thousandsThree Months Ended March 31,Currency
Impact:
Constant-
Currency
Impact of Acquisitions/Divestitures:Constant- Currency Revenue Growth
20212020%
 Change
(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)20222021%
 Change
(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)
Vistaprint (3)$1,093,062 $1,092,786 —%(2)%(2)%(3)%(5)%
VistaVista$349,216 $321,965 8%2%10%(2)%8%
PrintBrothersPrintBrothers315,915 345,403 (9)%(6)%(15)%(2)%(17)%PrintBrothers119,960 93,997 28%9%37%(1)%36%
The Print GroupThe Print Group202,586 228,494 (11)%(6)%(17)%—%(17)%The Print Group75,361 59,945 26%9%35%—%35%
National PenNational Pen244,561 266,510 (8)%(3)%(11)%—%(11)%National Pen72,243 62,220 16%3%19%—%19%
All Other BusinessesAll Other Businesses142,905 131,287 9%3%12%—%12%All Other Businesses48,486 44,062 10%(1)%9%(4)%5%
Inter-segment eliminationsInter-segment eliminations(47,533)(12,228)Inter-segment eliminations(7,854)(8,827)
Total revenueTotal revenue$1,951,496 $2,052,252 (5)%(3)%(8)%(1)%(9)%Total revenue$657,412 $573,362 15%4%19%(2)%17%
In thousandsNine Months Ended March 31,Currency
Impact:
Constant-
Currency
Impact of Acquisitions/Divestitures:Constant- Currency Revenue Growth
20222021%
 Change
(Favorable)/UnfavorableRevenue Growth (1)(Favorable)/UnfavorableExcluding Acquisitions/Divestitures (2)
Vista$1,146,810 $1,082,332 6%1%7%(3)%4%
PrintBrothers383,011 315,915 21%5%26%(1)%25%
The Print Group238,311 202,586 18%4%22%—%22%
National Pen266,224 244,561 9%1%10%—%10%
All Other Businesses154,076 142,905 8%—%8%(5)%3%
Inter-segment eliminations(23,705)(47,533)
Total revenue$2,164,727 $1,940,766 12%1%13%(2)%11%
_________________
(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 ofwhich 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.

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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 March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Cost of revenueCost of revenue$302,022 $309,598 $986,845 $1,029,281 Cost of revenue$347,452 $296,533 $1,110,378 $976,115 
% of revenue% of revenue52.2 %51.8 %50.6 %50.2 %% of revenue52.9 %51.7 %51.3 %50.3 %

For the three and nine months ended March 31, 2021, consolidated2022, cost of revenue decreasedincreased by $7.6$50.9 million and $42.4$134.3 million, respectively, primarily due to reduced demand-dependent cost of goods sold, including third-party fulfillment, material and shipping costs. During the current fiscal year, we've 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 energy costs. Compensation costs are also higher due to 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 months ended March 31, 2021, respectively, related2022. It remains a challenging environment, and we expect higher input costs and supply constraints to losses associatedpersist, although we are unable to predict for how long. We believe we are advantaged in this environment versus smaller competitors because our scale provides us with the decline in market demand and pricing for certain masks and related products, primarily in our Vistaprint and National Pen businesses. Changes in currency negatively impacted cost of revenuea stronger supplier negotiation position for both periods presented. Costcosts and availability of revenue from our 99designs business is included from the acquisition date of October 1, 2020.supply.
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 March 31,Nine Months Ended March 31,
202120202021 vs. 2020202120202021 vs. 2020 202220212022 vs. 2021202220212022 vs. 2021
Technology and development expenseTechnology and development expense$62,572 $67,693 (8)%$186,097 $195,287 (5)%Technology and development expense$75,291 $62,572 20%$212,835 $186,097 14%
% of revenue% of revenue10.8 %11.3 %9.5 %9.5 %% of revenue11.5 %10.9 %9.8 %9.6 %
Marketing and selling expenseMarketing and selling expense$154,472 $148,803 4%$474,944 $483,056 (2)%Marketing and selling expense$194,618 $154,472 26%$577,931 $474,944 22%
% of revenue% of revenue26.7 %24.9 %24.3 %23.5 %% of revenue29.6 %26.9 %26.7 %24.5 %
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)$50,888 $62,358 (18)%$144,162 $147,149 (2)%
% of revenue% of revenue10.8 %7.6 %7.5 %6.9 %% of revenue7.7 %10.9 %6.7 %7.6 %
Amortization of acquired intangible assetsAmortization of acquired intangible assets$13,506 $12,693 6%$40,264 $38,861 4%Amortization of acquired intangible assets$14,180 $13,506 5%$41,520 $40,264 3%
% of revenue% of revenue2.3 %2.1 %2.1 %1.9 %% of revenue2.2 %2.4 %1.9 %2.1 %
Restructuring expense(1)Restructuring expense(1)$(382)$919 (142)%$1,714 $5,006 (66)%Restructuring expense(1)$3,420 $(382)(995)%$3,418 $1,714 99%
% of revenue% of revenue(0.1)%0.2 %0.1 %0.2 %% of revenue0.5 %(0.1)%0.2 %0.1 %
Impairment of Goodwill$— $100,842 (100)%$— $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.
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Technology and development expenses decreasedincreased by $5.1$12.7 million and $9.2$26.7 million, respectively, for the three and nine months ended March 31, 2021,2022, as compared to the prior comparative periods. Both periods benefitedThis increase is primarily driven by higher compensation costs due to increased investment from decreases in costs from our fiscal 2020 reorganizationhiring, the timing of our annual
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merit cycle and prior-year delay of our share-based compensation grants to the middle of the third quarter of fiscal year 2021, mainly in the Vista business and our central and Vistaprint technology teams as well as continued reductionsgroup. Other operating costs also increased in discretionary spend including travel and training expenses.part due to 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.
OurFor the three and nine months ended March 31, 2022, marketing and selling expenses during the three months ended March 31, 2021 increased by $5.7$40.1 million and $103.0 million, respectively, as compared to the prior comparative period, driven primarily by fluctuationsperiods. The largest increase in currency exchange rates. We also increased spendmarketing and selling expenses was in our VistaprintVista business, due towhich increased by $34.5 million and $81.0 million, respectively. The increase in Vista was primarily driven by higher headcount in areas such as user experience design, brand sponsorshipsand data & analytics as well as higher mid- and upper-funnel advertising investment along with associated agency fees. These increases were partially offsetand performance advertising from expanded payback thresholds. Advertising expense also increased for our remaining businesses in total by reductions in advertising across several of our other businesses as they continue to control advertising spend levels in line with demand.
For$2.6 million and $13.6 million, respectively, for the three and nine months ended March 31, 2021, marketing and selling expenses decreased by $8.1 million, as compared to the prior year. The decrease from the prior comparative period is primarily2022, 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 periods.
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 months ended March 31, 2021,2022, general and administrative expenses increaseddecreased by $17.2$11.5 millionand $6.5$3.0 million, respectively, as compared to the prior comparativeprior-year periods, due to $19.9 millionthe non-recurrence of lease-related impairment and abandonment charges driven by changesthat were recognized in our office footprint at two leased locations. These changes to our leased facility footprint are expected to result in substantial cost savings in future periods. These increased expenses werethe third quarter of fiscal year 2021 of $19.9 million. This was partially offset by lower professional feesincreases to share-based compensation costs due to the prior year's delayed timing of the annual grant cycle, mainly in our Vista business and our central teams. The non-recurrence of temporary cost-control measures from the year-ago nine month period also drove a year-over-year increase in corporate costs. The current fiscal year benefited from a non-cash gain of $3.3 million recognized during the second fiscal quarter as a result of the non-recurrenceour 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 our2 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.
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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 March 31,Nine Months Ended March 31,
20212020202120202022202120222021
Gains (losses) on derivatives not designated as hedging instrumentsGains (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$11,210 $18,724 $31,017 $(13,791)
Currency-related (losses) gains, net(8,841)3,950 (2,957)3,183 
Other (losses) gains(98)548 581 258 
Currency-related gains, netCurrency-related gains, net(672)(8,841)5,202 (2,957)
Other gains (losses)Other gains (losses)1,783 (98)2,111 581 
Total other income (expense), netTotal other income (expense), net$9,785 $22,537 $(16,167)$29,171 Total other income (expense), net$12,321 $9,785 $38,330 $(16,167)
39


The decreaseincrease 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 gainslosses 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 lossesgains 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 increaseddecreased by $11.7$4.8 million and $41.6$14.4 million, respectively, during the three and nine months ended March 31, 2021,2022, as compared to the prior comparableyear periods. This is primarily due to our Term Loan B refinancing during the additional $200.0 million offeringfourth quarter of fiscal 2021 that resulted in a reduction to our 7% senior unsecured notesweighted-average interest rate on our outstanding borrowings in February 2020 and issuance of our $300.0 million, 12% Second Lien Notes in May 2020.
38


the current year.
Income tax expense
In thousands
In thousands
Three Months Ended March 31,Nine Months Ended March 31,
In thousands
Three Months Ended March 31,Nine Months Ended March 31,
2021202020212020 2022202120222021
Income tax expense (benefit)$3,927 $1,039 $23,675 $(86,641)
Income tax expenseIncome tax expense$29,529 $3,927 $56,208 $23,675 
Effective tax rateEffective tax rate(11.2)%(1.3)%273.5 %(214.7)%Effective tax rate(73.2)%(11.2)%149.9 %273.5 %

Income tax expense (benefit) for the three and nine months ended March 31, 20212022 increased as compared toversus 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 primarilycomparative periods due to establishing a higher forecasted effectivepartial valuation allowance on Swiss deferred 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 benefitassets of $114.1$29.6 million primarily 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 toreform benefits recognized in fiscal 2020 primarily duethat we no longer expect 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.fully realize.

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
40


In thousands 
Three Months Ended March 31,Nine Months Ended March 31,
 202120202021 vs. 2020202120202021 vs. 2020
Reported Revenue$327,454 $316,310 4%$1,093,062 $1,092,786 —%
Segment EBITDA64,333 73,780 (13)%266,821 299,941 (11)%
% of revenue20 %23 %24 %27 %
Vista
In thousands 
Three Months Ended March 31,Nine Months Ended March 31,
 202220212022 vs. 2021202220212022 vs. 2021
Reported Revenue$349,216 $321,965 8%$1,146,810 $1,082,332 6%
Segment EBITDA27,386 64,333 (57)%188,114 266,821 (29)%
% of revenue%20 %16 %25 %
Segment Revenue
Vistaprint'sVista's reported revenue growth for the three and nine months ended March 31, 20212022 was positivelynegatively affected by a currency impactsimpact of 3%2% and 2%1%, respectively. When excluding the benefit from the recent acquisitionacquisitions of Depositphotos and 99designs, Vistaprint'sVista's organic constant-currency revenue declinegrowth was 5% for both periods presented. The8% and 4%, respectively. Vista's revenue declinegrowth was primarily driven by the impact of the pandemic on customer demand, partially offset by the sale of pandemic-related products,product categories such as face masks.business cards, signage, marketing materials, and promotional products. Revenue from business cards and small format marketing materials improved year over year, but were still below pre-pandemic levels. During the first two months of the third quarter Vistaprint's revenue continued to be impacted in function of the severitycurrent fiscal year we executed on the migration of restrictionsVista's customer-facing website in the markets we serve. Revenue grew significantly year over year duringUnited States to a new platform, which performed better than expectations, but did have a negative impact on revenue. In addition, revenue related to customized face masks declined from the month of March 2021prior periods as restrictions loosened in some markets and we lapped the earliest periods impacted by the pandemic in fiscal year 2020.
39


demand for pandemic-related products declined.
Segment Profitability
For the three and nine months ended March 31, 2021, the decrease to Vistaprint's2022, segment EBITDA was primarily due to a decline in gross profitdeclined by $36.9 million and $78.7 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 and analytics. These organic investments are in support of Vista's multi-year transformation journey to become the organic revenue decrease described above, as well as a revenue mix shiftexpert design and marketing partner to lower margin productsthe world's small businesses. Additionally, Vista's advertising expense increased by $16.8 million and $36.1 million, respectively, driven by higher mid- and upper-funnel advertising and expanded performance advertising payback thresholds, which were more constrained during the secondprior-year periods when the effects of the pandemic on this segment were more severe. Gross profit was negatively impacted during the third quarter of fiscal 2021. Foryear 2022 by inflationary cost pressures from higher material, inbound freight and energy costs that had a year-over-year net impact of approximately $9.0 million. These inflationary pressures did not have a material net impact during the first half of the current fiscal year. The decline in profitability was also affected by government subsidy benefits in the prior comparative periods of $1.9 million and $6.8 million, respectively, which did not recur during 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 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,2022. These decreases were partially offset by technology savingsprofit improvement driven by the revenue growth described above.
PrintBrothers
 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202220212022 vs. 2021202220212022 vs. 2021
Reported Revenue$119,960 $93,997 28%$383,011 $315,915 21%
Segment EBITDA12,392 7,560 64%47,280 33,732 40%
% of revenue10 %%12 %11 %
Segment Revenue
PrintBrothers' reported revenue growth for the three and nine months ended March 31, 2022 was negatively affected by a currency impact of 9% and 5%, respectively, resulting in a constant-currency revenue growth of 37% and 26%, respectively. This strong growth was driven in part by relatively stricter pandemic-related lockdowns in the prior year periods, as well as growth from ournew product introductions and price increases made to address inflationary cost increases. Additionally, the PrintBrothers network and relative size allowed these businesses to address opportunities to meet customer demand when competition could not. We also benefited from the timing of elections in Germany during the current fiscal 2020 restructuringyear, which drove sales of signage products, flyers and reduced spend for consulting projectsbrochures.
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Segment Profitability
PrintBrothers' segment EBITDA during the three and nine months ended March 31, 2022, as compared to the prior periods, increased despite increased input costs, driven by the constant-currency revenue growth described above, the higher margin impact of new products, and improved efficiencies as the businesses in this segment better leverage their combined capabilities.
The Print Group
 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202220212022 vs. 2021202220212022 vs. 2021
Reported Revenue$75,361 $59,945 26%$238,311 $202,586 18%
Segment EBITDA11,923 6,475 84%42,670 31,227 37%
% of revenue16 %11 %18 %15 %
Segment Revenue
The Print Group's reported revenue for the three and nine months ended March 31, 2022 was negatively affected by a currency impact of 9% and 4%, respectively, resulting in an increase to revenue on a constant-currency basis of35% and22%, respectively, due to signs of overall economic recovery in many of the European countries in which we compete and leveraging new products introduced in recent years, as well as pricing actions taken to mitigate inflationary cost pressures. During the first quarter of the current fiscal year periods. we benefited from the timing of elections in Italy, which drove demand for signage products, flyers and brochures.
Segment Profitability
The increase in The Print Group's segment EBITDA during the three and nine months ended March 31, 2022, as compared to the prior periods, was primarily driven by the constant-currency revenue growth described above. In addition, The Print 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 thousandsThree Months Ended March 31,Nine Months Ended March 31,
 202220212022 vs. 2021202220212022 vs. 2021
Reported Revenue$72,243 $62,220 16%$266,224 $244,561 9%
Segment EBITDA(898)(3,324)(73)%22,653 4,733 379%
% of revenue(1)%(5)%%%
SegmentRevenue
For the three and nine months ended March 31, 2021, Vistaprint received $1.9 million 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.
PrintBrothers
 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202120202021 vs. 2020202120202021 vs. 2020
Reported Revenue$93,997 $109,496 (14)%$315,915 $345,403 (9)%
Segment EBITDA7,560 8,686 (13)%33,732 35,922 (6)%
% of revenue%%11 %10 %
Segment Revenue
PrintBrothers' reported revenue decline for the three and nine months ended March 31, 2021 was positively affected by currency impacts of 7% and 6%, respectively, resulting in a constant-currency revenue decline,of 21% for the three months ended March 31, 2021, and, excluding the impact of acquisitions, a constant-currency organic revenue decline 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 and the Netherlands, resulted in more significant impacts on demand as compared to the first six months of the fiscal year.
Segment Profitability
PrintBrothers' segment EBITDA decreased during the three and nine months ended March 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 driven by the revenue decline was partially offset by discretionary cost controls and government incentive program benefits of $0.9 million and $2.5 million for the three and nine months ended March 31, 2021, respectively. PrintBrothers' segment EBITDA was positively impacted by currency movements for both periods presented.
The Print Group
 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202120202021 vs. 2020202120202021 vs. 2020
Reported Revenue$59,945 $68,537 (13)%$202,586 $228,494 (11)%
Segment EBITDA6,475 10,934 (41)%31,227 42,673 (27)%
% of revenue11 %16 %15 %19 %
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Segment Revenue
The Print Group's reported revenue decline for the three and nine months ended March 31, 2021 was positively affected by currency impacts of 7% and 6%, respectively, resulting in a decrease in revenue on a constant-currency basis of 20% and17%, respectively. The revenue decline was due to pandemic-related decreases in demand. Despite these pressures, our businesses have found pockets of strength in demand and pivoted quickly over the last year to deliver quality offerings to help fill in some of the reduced demand in other areas, including the launch of new products for other Cimpress businesses.
Segment Profitability
The Print Group's segment EBITDA decreased during the three and nine months ended March 31, 2021, as compared to the prior comparative periods, primarily driven by the revenue decline 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. The Print Group's segment EBITDA was positively impacted by currency movements for both periods presented.
National Pen
In thousandsThree Months Ended March 31,Nine Months Ended March 31,
 202120202021 vs. 2020202120202021 vs. 2020
Reported Revenue$62,220 $68,362 (9)%$244,561 $266,510 (8)%
Segment EBITDA(3,324)(1,244)(167)%4,733 17,005 (72)%
% of revenue(5)%(2)%%%
Segment Revenue
2022, National Pen's reported revenue decrease for the three and nine months ended March 31, 2021growth was positivelynegatively affected by currency impacts of 3% in both periods,and 1%, respectively, resulting in constant-currency revenue declinesgrowth of 12%19% and 11%10%, respectively. National Pen's sales continue to be negatively impactedrevenue has improved across geographic markets and channels, including web and mail order channels. This improvement is due to cancelled trade showsbusinesses reopening and other large-scale events. Product sales toa return of in-person events in some markets, despite a decline in revenue from pandemic-related products including masks produced on behalf of other Cimpress businesses continued to supplement some of the lost volume from lower demand.businesses.
Segment Profitability
The decreaseincrease in National Pen's segment EBITDA for the three and nine months ended March 31, 20212022 was due in part to the revenue increase described above, as well as improvements in gross profit driven by a normalized mix of products and decline described above. The impacts of lower revenue on National Pen's fixed cost base negatively impacted profitability in comparison to the year-ago periods,lower-margin pandemic-related products, partially offset by reduced variable cost, advertising and discretionary spend.higher freight costs. National Pen also made permanent cost reductions in the prior year that benefited segment EBITDA for the nine months ended March 31, 2022, but had no year-over-year impact in the current quarter as we've lapped the benefits of those savings. The increased profitability was negatively impactedalso caused by the salenon-recurrence of disposable masks at a loss, as well as the recognition of anprior periods' inventory reserve to reduce the carrying value of all remaining disposable masks held in inventory to current market prices of $0.8 million and $6.2 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.
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All Other Businesses
 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202120202021 vs. 2020202120202021 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 revenue15 %%18 %%
___________________
(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.
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 In thousands
Three Months Ended March 31,Nine Months Ended March 31,
 202220212022 vs. 2021202220212022 vs. 2021
Reported Revenue$48,486 $44,062 10%$154,076 $142,905 8%
Segment EBITDA6,044 6,515 (7)%17,199 25,781 (33)%
% of revenue12 %15 %11 %18 %
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 businessesthat we continue to havemanage at a relatively modest operating lossesloss 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, increasedwas 5% and 3%, respectively, during the three and nine months ended March 31, 2022. This growth was driven by 15%recovery of demand for both our Printi business and 12%signage products offered by BuildASign, partially offset by a decline in demand for home decor products that had benefited during the pandemic period.
Segment Profitability
The decrease in segment EBITDA for the three and nine months ended March 31, 2021, respectively. This2022 was primarily driven by continued growth at BuildASign, whose home décordue 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 bylabor 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 as compared 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.current periods.
Central and Corporate Costs
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.
Central and corporate costs decreasedincreased by $4.2$3.8 million and $14.3$13.7 million, respectively, during the three and nine months ended March 31, 2021, respectively,2022, as compared to the prior yearprior-year periods, due to lower professional fees,the prior year timing of our annual share-based compensation expense and discretionary spend, including travel and traininggrant, 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 lowerour continued investments in our mass customization platform through additional hiring in cost-efficient talent markets and increased volumes contributed to higher central operating costs were also impacted by the prior year reorganization of our central technology team.over year.
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Liquidity and Capital Resources
Consolidated Statements of Cash Flows Data
In thousands 
Nine Months Ended March 31,
 20212020
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 
Nine Months Ended March 31,
 20222021
Net cash provided by operating activities$131,716 $218,948 
Net cash used in investing activities(48,627)(101,147)
Net cash used in financing activities(98,746)(130,185)
The cash flows during the nine months ended March 31, 20212022 related primarily to the following items:
Cash inflows:
Adjustments for non-cash items of $197.1$156.6 million primarily related to positive adjustments for depreciation and amortization of $128.7$133.4 million, share-based compensation costs of $23.1$36.2 million,, and deferred taxes of $26.6 million, which were partially offset by negative adjustments for unrealized currency-related lossesgains of $20.8$31.5 million
and $19.9Proceeds from the maturity of held-to-maturity securities of $93.7 million of lease-related long-lived asset impairments
Total net working capital impacts of $36.8$6.1 million were a source of cash. Inventory, accountsAccounts payable and accrued expensesexpense inflows were partially offset by inventory, accounts receivable and other asset outflows
42


Cash outflows:
Net loss of $15.0$18.7 million
Payments of debt of $107.9Business acquisitions for $75.3 million, net of borrowingscash acquired, primarily related to the Depositphotos acquisition which includes $0.6 million of the deferred payment and inclusive of debt issuance costspost-closing adjustment
Internal and external costs of $45.3$49.9 million for software and website development that we have capitalized
Acquisition$43.6 million for the payment of purchase consideration included in the 99designs for $36.4 million, net of cash acquired and excluding the deferred payment and post-closing adjustment that are payable February 15, 2022acquisition's fair value
Capital expenditures of $22.7$42.1 million of which the majority related to the purchase of manufacturing and automation equipment for our production facilities
Payments for debt of $11.1 million
Payments for finance lease arrangements, excluding the payment associated with the purchase option exercise included below, of $7.2 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
A $4.0 million distribution to noncontrolling interest holders
Payment of withholding taxes in connection with share awards of $5.6$3.1 million
PurchasePayment for the settlement of noncontrolling interesta 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 arrangementsFinancing 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 March 31, 2022, we had $161.5 million of cash and cash equivalents, $107.8 million of marketable securities and $1,730.7 million of debt, excluding debt issuance costs and debt premiums and discounts. During the three and nine months ended March 31, 2021,2022, 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.
44


Our consolidated net leverage ratio as calculated per our amended and restated senior secured credit agreement dated as of May 17, 2021 (the "Restated Credit Agreement") was 4.44 times trailing-twelve-month adjusted EBITDA as of March 31, 2022, and higher than our net leverage ratio in recent quarters. The increase in our net leverage ratio was largely due to an increase to net debt driven by cash outflows for seasonal net working capital and the $43.6 million deferred payment related to the acquisition of 99designs. The decrease in our adjusted EBITDA for the trailing twelve months ended March 31, 2022 also caused our leverage ratio to increase, driven primarily by increased organic investments in Vista that continue to weigh on our profitability. We expect to delever from the current leverage level in fiscal year 2023.
As of March 31, 2021,2022, 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$46.6 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 amount521,000 
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.
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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 31, 20212022 are as follows:
In thousands In thousands Payments Due by PeriodIn thousands Payments Due by Period
TotalLess
than 1
year
1-3
years
3-5
years
More
than 5
years
TotalLess
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)$83,960 $29,457 $39,193 $11,147 $4,163 
Purchase commitmentsPurchase commitments211,311 106,922 88,514 15,875 — Purchase commitments207,456 86,289 81,675 39,491 — 
Senior unsecured notes and interest paymentsSenior unsecured notes and interest payments831,000 42,000 84,000 84,000 621,000 Senior unsecured notes and interest payments789,000 42,000 84,000 663,000 — 
Second lien notes and interest payments462,000 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)1,413,472 62,064 119,269 115,232 1,116,907 
Other debtOther debt9,285 3,123 5,174 988 — 
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)15,543 6,191 7,527 1,825 — 
OtherOther44,680 44,586 94 — — Other8,555 8,555 — — — 
Total (4)(3)Total (4)(3)$2,258,610 $314,922 $384,683 $916,300 $642,705 Total (4)(3)$2,527,271 $237,679 $336,838 $831,683 $1,121,070 
___________________
(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 debtSenior 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$9.2 million as of March 31, 20212022 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.$1.4 million in the aggregate.
Purchase CommitmentsCommitments.. At March 31, 2021,2022, we had unrecorded commitments under contract of $211.3$207.5 million. Purchase commitments consisted of third-party web services of $96.7 million, software of $54.5$106.6 million, inventory and third-party fulfillment purchase commitments of $19.0$58.9 million, advertising of $15.1$20.7 million, ,software of $3.9 million, commitments for professional and consulting fees of $7.4$3.4 million, production and computer equipment purchases of $2.4$4.8 million and other unrecorded purchase commitments of $16.2$9.2 million.
Debt. As of March 31, 2022, we have borrowings under our Restated Credit Agreement of $1,121.4 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 $244.2 million unused as of March 31, 2022. 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.
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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
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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 DebtSenior Secured Credit Facility and Interest Payments. At March 31, 2021,2022, the term loansTerm Loan B of $142.5$1,121.4 million outstanding under our credit agreementRestated Credit Agreement had repayments due on various dates through November 15, 2024, with the revolving loans outstandingMay 17, 2028, and we did not have any amounts drawn under our $329.0 million revolving credit facilityRevolving 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 31, 2021,2022, 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 March 31, 2022, 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 asinvestments. As of March 31, 20212022, we had$12.6 $9.3 million outstanding for those obligations that have repayments due on various dates through January 2026.March 2027.
Finance Leases.We lease certain machinery and plant equipment under finance lease agreements that expire at various dates through 2027.2028. 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 31, 20212022 is $59.9$19.1 million, net of accumulated depreciation of $39.9$39.7 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 31, 20212022 amounts to $27.0$21.8 million.
Other ObligationsObligations.. Other obligations includeconsist of deferred payments relatedrelating to previous acquisitions, of $44.7 million in the aggregate.This balance includesincluding the deferred payment relatedrelating to the 99designsour Depositphotos acquisition totaling $43.7 million.that is payable in October 2022 and small deferred acquisition liabilities for other, smaller acquisitions. Refer to Note 7 in ourthe 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
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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.
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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 (loss) income and adjusted EBITDA for the three and nine months ended March 31, 20212022 and 2020:2021:
In thousandsIn thousandsThree Months Ended March 31,Nine Months Ended March 31,In thousandsThree Months Ended March 31,Nine Months Ended March 31,
20212020202120202022202120222021
GAAP operating (loss) incomeGAAP operating (loss) income$(15,697)$(87,736)$114,483 $59,238 GAAP operating (loss) income$(28,437)$(15,697)$74,483 $114,483 
Exclude expense (benefit) impact of:Exclude expense (benefit) impact of:Exclude expense (benefit) impact of:
Depreciation and amortizationDepreciation and amortization42,809 41,840 128,696 126,731 Depreciation and amortization43,651 42,809 133,397 128,696 
Proceeds from insuranceProceeds from insurance122 — 122 — Proceeds from insurance— 122 — 122 
Share-based compensation expense (1)9,545 8,908 23,071 21,983 
Share-based compensation expenseShare-based compensation expense12,704 9,545 36,215 23,071 
Certain impairments and other adjustments (2)20,563 101,976 21,131 102,736 
Certain impairments and other adjustmentsCertain impairments and other adjustments277 20,563 (3,216)21,131 
Restructuring-related chargesRestructuring-related charges(382)919 1,714 5,006 Restructuring-related charges3,420 (382)3,418 1,714 
Realized (losses) gains on currency derivatives not included in operating (loss) income(1,936)5,001 (2,297)20,247 
Realized gains (losses) on currency derivatives not included in operating (loss) income (1)Realized gains (losses) on currency derivatives not included in operating (loss) income (1)2,011 (1,936)(987)(2,297)
Adjusted EBITDAAdjusted EBITDA$55,024 $70,908 $286,920 $335,941 Adjusted EBITDA$33,626 $55,024 $243,310 $286,920 
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(1) The adjustmentThese realized gains (losses) include only the impacts of currency derivatives for share-based compensation expense excludes the portion of share-based compensation expense included in restructuring related charges, if any, to avoid double counting.
(2) During the three months ended March 31, 2021,which we recognized impairment and abandonment charges of $19.9 million for the change in nature of use for two of our leased locations. These impairment and abandonment charges are classified within general and administrative expense in the consolidated statement of operations. Refer todo not apply hedge accounting. See Note 24 in our accompanying consolidated financial statements for morefurther 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 months ended March 31, 20212022 and 2020:2021:
In thousandsIn thousandsNine Months Ended March 31,In thousandsNine Months Ended March 31,
2021202020222021
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)$131,716 $218,948 
Purchases of property, plant and equipmentPurchases of property, plant and equipment(22,736)(38,638)Purchases of property, plant and equipment(42,142)(22,736)
Capitalization of software and website development costsCapitalization of software and website development costs(45,321)(35,824)Capitalization of software and website development costs(49,875)(45,321)
Adjusted free cash flowAdjusted free cash flow$150,891 $209,599 Adjusted free cash flow$39,699 $150,891 
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(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. 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 31, 2021,2022, 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 31, 2021,2022, we had $471.51,121 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 31, 2021,2022, a hypothetical 100 basis point increase in rates, inclusive of our outstanding interest rate swaps, would result in an immateriala $6.9 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 incomeloss 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 incomeloss 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 protectmaintain 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,loss, 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 increasechange of $3.3$1.1 million and $14.5$3.3 million respectively, on our (loss) income before income taxes for the three months ended March 31, 20212022 and 20202021, respectively.
Item 4. 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 31, 2021.2022. 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 31, 2021,2022, 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 31, 20212022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 respectWe are adding the following to the risk factors we disclosed in our Form 10-K for the fiscal year ended June 30, 20202021:
Rising costs could negatively affect our business and our Form 10-Q for the fiscal quarter ended September 30, 2020.financial results

Item 2.        Unregistered Sales of Equity SecuritiesDue to supply chain challenges and Use of Proceeds

On November 25, 2019, we announced that our Board had authorized us to repurchase up to 5,500,000other inflationary pressures, each of our issuedreportable segments is experiencing material cost increases in a number of areas, including energy, product substrates like paper, production materials like aluminum plates, freight and outstanding ordinary shares on the open market (including block trades),shipping charges, and employee compensation due to a more competitive labor market. We cannot predict whether costs will continue to increase or by how much. We have not been able to fully mitigate these cost increases through privately negotiated transactions, orprice increases. If our costs continue to increase, there could be further negative impacts to our financial results, and increasing our prices in one or more self-tender offers. This repurchase program expires on May 22, 2021,response to increased costs could negatively affect demand for our products 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.services.
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Item 6. Exhibits and Financial Statement Schedules
Exhibit No.Description
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
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
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
101The following materials from this QuarterlyAnnual 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.
104Cover 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, 202128, 2022                         Cimpress plc                                                    
 By: /s/ Sean E. Quinn
Sean E. Quinn
Chief Financial Officer
(Principal Financial and Accounting Officer)

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