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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2022

The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets; otherwise the investments are recognized by applying equity method accounting. Our equity method investments are included in other assets on the consolidated balance sheets.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates.

In light of the recent Russian invasion of Ukraine and the related sanctions that have been placed on certain Russian entities and activities, we have evaluated the impacts that these events have on our business and on our financial results. We have no material exposure to Ukraine and Russia in terms of revenue, supply and tangible assets. We also considered any triggering events for our intangibles assets and due to the limited exposure we have to both countries, we concluded that no triggering events have occurred. We do have employees in Ukraine from our recently acquired Depositphotos business, and we are providing financial and other assistance to those employees. The impact of these costs are not material to our financial results.

Significant Accounting Policies

Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2021.

Error Correction

Revision of Prior Period Financial Statements

Foreign Currency Gains Associated with Intercompany Loan Hedge

During the second fiscal quarter of 2022, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge. In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency. As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment. For the year ended June 30, 2021 and three months ended September 30, 2021, we incorrectly recognized $7,518 and $9,027, respectively, of gains in other income (expense), net. This error overstated other income (expense), net; income (loss) before income taxes; and net income for both periods but did not have an impact on cash provided by operating activities, since it is a non-cash currency item. Included below are the revisions made for each period presented.


Consolidated Balance Sheets	As of September 30, 2021
	Reported		Adjustments		Revised
Accumulated other comprehensive loss	$	(83,732)	$	16,545	$	(67,187)
Retained earnings	532,414		(16,545)		515,869

	As of June 30, 2021
	Reported		Adjustments		Revised
Accumulated other comprehensive loss	$	(79,000)	$	7,518	$	(71,482)
Retained earnings	537,677		(7,518)		530,159

Consolidated Statements of Operations	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Other income (expense), net	$	22,197	$	(9,027)	$	13,170
Income (loss) before income taxes	13,448		(9,027)		4,421
Net income (loss)	4,067		(9,027)		(4,960)
Net income (loss) attributable to Cimpress plc	2,329		(9,027)		(6,698)
Net income (loss) per share attributable to Cimpress plc:
Basic	$	0.09	$	(0.35)	$	(0.26)
Diluted	$	0.09	$	(0.35)	$	(0.26)

Consolidated Statements of Comprehensive Loss	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss)	$	4,067	$	(9,027)	$	(4,960)
Foreign currency translation losses, net of hedges	(9,210)		9,027		(183)

Consolidated Statements of Shareholders' Deficit	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss) attributable to Cimpress plc	$	2,329	$	(9,027)	$	(6,698)
Foreign currency translation, net of hedges	(8,353)		9,027		674

Consolidated Statements of Cash Flows	Three months ended September 30, 2021
	Reported		Adjustments		Revised
Net income (loss)	$	4,067	$	(9,027)	$	(4,960)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(8,853)		9,027		174


Consolidated Statements of Operations	Year ended June 30, 2021
	Reported		Adjustments		Revised
Other income (expense), net	$	(11,835)	$	(7,518)	$	(19,353)
Loss before income taxes	(56,036)		(7,518)		(63,554)
Net loss	(74,939)		(7,518)		(82,457)
Net loss attributable to Cimpress plc	(77,711)		(7,518)		(85,229)
Net loss per share attributable to Cimpress plc:
Basic	$	(2.99)	$	(0.29)	$	(3.28)
Diluted	$	(2.99)	$	(0.29)	$	(3.28)

Consolidated Statements of Comprehensive (Loss) Income	Year ended June 30, 2021
	Reported		Adjustments		Revised
Net loss	$	(74,939)	$	(7,518)	$	(82,457)
Foreign currency translation losses, net of hedges	5,397		7,518		12,915

Consolidated Statements of Shareholders' Equity (Deficit)	Year ended June 30, 2021
	Reported		Adjustments		Revised
Net loss attributable to Cimpress plc	$	(77,711)	$	(7,518)	$	(85,229)
Foreign currency translation, net of hedges	3,765		7,518		11,283

Consolidated Statements of Cash Flows	Year ended June 30, 2021
	Reported		Adjustments		Revised
Net loss	$	(74,939)	$	(7,518)	$	(82,457)
Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency	(7,278)		7,518		240

Presentation of Revenue and Cost of Revenue

During the first quarter of fiscal 2022, we identified an immaterial error related to the presentation of revenue for one-to-one design service arrangements that overstated revenue and cost of revenue for the period from October 1, 2020 through June 30, 2021. On October 1, 2020 we acquired the 99designs business, which is presented as part of our Vista reportable segment, and after acquisition we recognized revenue on a gross basis as if we were the principal to the transactions. During the first quarter of fiscal 2022, we reconsidered the guidance of ASC 606-10-55-39 and confirmed we are the principal for contest arrangements; however, the one-to-one design service portion of 99designs revenue is governed by different terms and conditions. We evaluated whether we have control over these services before the design is transferred to the customer, as we leverage a network of third-party designers to fulfill this offering. The pricing and fulfillment responsibility aspects of the one-to-one design arrangements led us to conclude we are an agent to these specific transactions.

The revision for the three and nine months ended March 31, 2021 is summarized in the table below.


Consolidated Statements of Operations	Three months ended March 31, 2021
	Reported		Adjustments		Revised
Revenue	$	578,851	$	(5,489)	$	573,362
Cost of revenue	302,022		(5,489)		296,533

	Nine months ended March 31, 2021
	Reported		Adjustments		Revised
Revenue	$	1,951,496	$	(10,730)	$	1,940,766
Cost of revenue	986,845		(10,730)		976,115

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

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

Purchase and Sale of Leased Asset [Text Block]

Purchase and Sale of Leased Facility

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

For the nine months ended March 31, 2022, our consolidated statement of cash flows includes a $23,226 cash inflow for the sale of the facility presented as an investing activity as part of proceeds from the sale of assets and a $27,885 cash outflow for the exercise of the purchase option presented as a financing activity as part of payments of finance lease obligations.

Marketable Securities, Policy

Marketable Securities

We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities-specifically U.S. Treasury bills, notes, and bonds, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We generally invest in securities with a maturity of two years or less. As the investments are classified as held-to-maturity they are recorded at amortized cost and interest income is recorded as it is earned within interest expense, net.

We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists. As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the three and nine months ended March 31, 2022, and we held no marketable securities during the prior comparative periods.

The following is a summary of the net carrying amount, unrealized gains, unrealized losses, and fair value of held-to-maturity securities by type and contractual maturity as of March 31, 2022 and June 30, 2021.


	March 31, 2022
	Amortized cost		Unrealized gains		Unrealized losses		Fair value
Due within one year or less:
Commercial paper	$	18,998	$	—	$	(14)	$	18,984
Corporate debt securities	76,639		3		(324)		76,318
Total due within one year or less	95,637		3		(338)		95,302
Due between one and two years:
Corporate debt securities	12,116		—		(233)		11,883
Total held-to-maturity securities	$	107,753	$	3	$	(571)	$	107,185


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

Other Income (expense), net

Other Income (Expense), Net

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


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

_____________________

(1) Primarily relates to both realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments, as well as certain interest rate swap contracts that have been de-designated from hedge accounting due to their ineffectiveness. The ineffective portion of interest rate swap contracts which had been de-designated amounted to gains of $6,580 and $6,364 for the three and nine months ended March 31, 2022, respectively, and gains of $6,394 and $6,759 for the three and nine months ended March 31, 2021, respectively.

(2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net are primarily driven by this intercompany activity for the periods presented. In addition, we have certain cross-currency swaps designated as cash flow hedges which hedge the remeasurement of certain intercompany loans; both are presented in the same component above. Unrealized gains related to cross-currency swaps were $1,770 and $8,126 during the three and nine months ended March 31, 2022, respectively, while there were unrealized gains of $6,288 and unrealized losses of $5,233 during the three and nine months ended March 31, 2021, respectively.

(3) During the second quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to reduce the gains presented above by $9,027 for the nine months ended March 31, 2022. Refer to the "Revision of Prior Period Financial Statements" section above for additional details.

Net Income Per Share

Net Loss Per Share Attributable to Cimpress plc

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

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


	Three Months Ended March 31,		Nine Months Ended March 31,
	2022	2021	2022	2021
Weighted average shares outstanding, basic and diluted (1)	26,102,610	26,003,675	26,090,460	25,984,300


Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (2)	908,354	621,172	770,500	485,067

___________________

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

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and nine months ended March 31, 2022, the weighted average dilutive effect of the warrants was 103,443 and 264,963 shares, respectively, as compared to 412,473 and 348,973 shares for the three and nine months ended March 31, 2021, respectively.

Recently Issued or Adopted Accounting Pronouncements

Adopted Accounting Standards

In October 2021, the FASB issued Accounting Standards Update No. 2021-08 "Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-08), which provides authoritative guidance for the accounting of acquired contract assets and liabilities when an acquired company has applied ASC 606 - Revenue from Contracts with Customers. We early adopted the standard in the second quarter of fiscal year 2022, which allowed us to record the deferred revenue contract liability as it relates to our acquisition of Depositphotos at carrying value. Refer to Note 7 for additional information relating to our Depositphotos acquisition. The impact of this adoption did not have a material effect on our consolidated financial statements.

In July 2021, the FASB issued Accounting Standards Update No. 2021-08 "Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments. We early adopted the standard in the second quarter of fiscal year 2022, which provides the option for lessors to classify direct-financing or sales-type leases as operating leases if a loss would have been incurred at lease commencement when considering non-indexed variable lease payments in the classification test. We sublease a small number of equipment assets which are classified as direct-financing leases; the variable lease payments associated with these leases would not have created a loss on day one. Therefore, the impact of this adoption had no effect on our consolidated financial statements.

Issued Accounting Standards to be Adopted

In May 2021, the FASB issued Accounting Standards Update No. 2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The standard is effective for us on July 1, 2022, early adoption is permitted, and, once adopted, the standard is to be applied prospectively. We recognize freestanding equity-classified warrants on our consolidated balance sheets which could be affected by future modifications or exchanges under this standard. We do not expect the impact of adopting ASU 2021-04 to have a material effect on our consolidated financial statements.