CIMPRESS plc 10-Q

Item 1. Financial Statements CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (unaudited in thousands, except share and per share data) December 31, 2020 June 30, 2020 Assets Current assets: Cash and cash equivalents $ 36,883 $ 45,021 Accounts receivable, net of allowances of $10,797 and $9,651, respectively 51,404 34,596 Inventory 85,932 80,179 Prepaid expenses and other current assets 84,965 88,608 Total current assets 259,184 248,404 Property, plant and equipment, net 332,824 338,659 Operating lease assets, net 149,851 156,258 Software and website development costs, net 82,581 71,465 Deferred tax assets 146,814 143,496 Goodwill 726,813 621,904 Intangible assets, net 212,078 209,228 Other assets 20,368 25,592 Total assets $ 1,930,513 $ 1,815,006 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 236,540 $ 163,891 Accrued expenses 291,039 210,764 Deferred revenue 41,913 39,130 Short-term debt 12,603 17,933 Operating lease liabilities, current 38,315 41,772 Other current liabilities 40,966 13,268 Total current liabilities 661,376 486,758 Deferred tax liabilities 30,941 33,811 Long-term debt 1,258,535 1,415,657 Operating lease liabilities, non-current 122,006 128,963 Other liabilities 157,076 88,187 Total liabilities 2,229,934 2,153,376 Commitments and contingencies (Note 13) Redeemable noncontrolling interests 65,510 69,106 Shareholders’ deficit: Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding — — Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,003,649 and 25,885,675 shares outstanding, respectively 615 615 Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding 28 28 Treasury shares, at cost, 18,076,978 and 18,194,952 shares, respectively ( 1,368,723 ) ( 1,376,496 ) Additional paid-in capital 438,863 438,616 Retained earnings 638,883 618,437 Accumulated other comprehensive loss ( 74,597 ) ( 88,676 ) Total shareholders' deficit ( 364,931 ) ( 407,476 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,930,513 $ 1,815,006 See accompanying notes. 1 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited in thousands, except share and per share data) Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Revenue $ 786,145 $ 820,333 $ 1,372,645 $ 1,454,292 Cost of revenue (1) 385,979 394,018 684,823 719,683 Technology and development expense (1) 65,036 64,427 123,525 127,594 Marketing and selling expense (1) 182,322 173,336 320,472 334,253 General and administrative expense (1) 42,979 51,910 84,791 95,533 Amortization of acquired intangible assets 13,453 13,150 26,758 26,168 Restructuring expense (1) 2,182 1,897 2,096 4,087 Income from operations 94,194 121,595 130,180 146,974 Other (expense) income, net ( 17,198 ) ( 9,040 ) ( 25,952 ) 6,634 Interest expense, net ( 30,141 ) ( 15,701 ) ( 60,657 ) ( 30,788 ) Income before income taxes 46,855 96,854 43,571 122,820 Income tax expense (benefit) 12,954 ( 93,795 ) 19,748 ( 87,680 ) Net income 33,901 190,649 23,823 210,500 Add: Net income attributable to noncontrolling interest ( 1,614 ) ( 426 ) ( 2,291 ) ( 246 ) Net income attributable to Cimpress plc $ 32,287 $ 190,223 $ 21,532 $ 210,254 Basic net income per share attributable to Cimpress plc $ 1.24 $ 7.04 $ 0.83 $ 7.41 Diluted net income per share attributable to Cimpress plc $ 1.22 $ 6.81 $ 0.82 $ 7.19 Weighted average shares outstanding — basic 26,003,649 27,036,675 25,974,823 28,391,855 Weighted average shares outstanding — diluted 26,384,460 27,916,759 26,390,273 29,223,116 ____________________________________________ (1) Share-based compensation is allocated as follows: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Cost of revenue $ 34 $ 97 $ 134 $ 185 Technology and development expense 1,215 2,043 3,406 3,777 Marketing and selling expense 754 533 2,439 ( 778 ) General and administrative expense 3,240 5,652 7,547 9,891 Restructuring expense — 108 — 772 See accompanying notes. 2 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited in thousands) Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Net income $ 33,901 $ 190,649 $ 23,823 $ 210,500 Other comprehensive income, net of tax: Foreign currency translation gains, net of hedges 13,946 3,180 14,763 1,620 Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 3,802 6,131 7,638 ( 1,057 ) Amounts reclassified from accumulated other comprehensive (loss) income to net income on derivative instruments ( 3,226 ) ( 1,145 ) ( 5,297 ) 3,006 Loss on pension benefit obligation, net — — ( 336 ) — Comprehensive income 48,423 198,815 40,591 214,069 Add: Comprehensive (income) loss attributable to noncontrolling interests ( 2,877 ) ( 1,122 ) ( 4,980 ) 548 Total comprehensive income attributable to Cimpress plc $ 45,546 $ 197,693 $ 35,611 $ 214,617 See accompanying notes. 3 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (unaudited in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity (Deficit) Balance at June 30, 2019 44,080 $ 615 — $ — ( 13,635 ) $ ( 737,447 ) $ 411,079 $ 537,422 $ ( 79,857 ) $ 131,812 Restricted share units vested, net of shares withheld for taxes — — — — 4 87 ( 259 ) — — ( 172 ) Grant of restricted share awards — — — — ( 2 ) ( 187 ) — — — ( 187 ) Share-based compensation expense — — — — — — 5,164 — — 5,164 Purchase of ordinary shares — — — — ( 1,964 ) ( 232,286 ) — — — ( 232,286 ) Net income attributable to Cimpress plc — — — — — — — 20,031 — 20,031 Adoption of new accounting standards — — — — — — — 3,143 — 3,143 Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 3,037 ) ( 3,037 ) Foreign currency translation, net of hedges — — — — — — — — ( 70 ) ( 70 ) Balance at September 30, 2019 44,080 $ 615 — $ — ( 15,597 ) $ ( 969,833 ) $ 415,984 $ 560,596 $ ( 82,964 ) $ ( 75,602 ) Restricted share units vested, net of shares withheld for taxes — — — — 1 55 ( 152 ) — — ( 97 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 1 8 ( 2 ) — — 6 Issuance of deferred ordinary shares — — 25 28 — — — — — 28 Share-based compensation expense — — — — — — 8,228 — — 8,228 Purchase of ordinary shares — — — — ( 2,280 ) ( 305,287 ) — — — ( 305,287 ) Net income attributable to Cimpress plc — — — — — — — 190,223 — 190,223 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 5,493 ) — ( 5,493 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 4,986 4,986 Foreign currency translation, net of hedges — — — — — — — — 2,484 2,484 Balance at December 31, 2019 44,080 $ 615 25 $ 28 ( 17,875 ) $ ( 1,275,057 ) $ 424,058 $ 745,326 $ ( 75,494 ) $ ( 180,524 ) See accompanying notes. 4 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED) (unaudited in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity (Deficit) Balance at June 30, 2020 44,080 $ 615 25 $ 28 ( 18,195 ) $ ( 1,376,496 ) $ 438,616 $ 618,437 $ ( 88,676 ) $ ( 407,476 ) Restricted share units vested, net of shares withheld for taxes — — — — 118 7,773 ( 13,366 ) — — ( 5,593 ) Share-based compensation expense — — — — — — 8,577 — — 8,577 Net loss attributable to Cimpress plc — — — — — — — ( 10,755 ) — ( 10,755 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 1,765 1,765 Foreign currency translation, net of hedges — — — — — — — — ( 609 ) ( 609 ) Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 336 ) ( 336 ) Balance at September 30, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 433,827 $ 607,682 $ ( 87,856 ) $ ( 414,427 ) Share-based compensation expense — — — — — — 5,036 — — 5,036 Net income attributable to Cimpress plc — — — — — — — 32,287 — 32,287 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 1,086 ) — ( 1,086 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 576 576 Foreign currency translation, net of hedges — — — — — — — — 12,683 12,683 Balance at December 31, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 438,863 $ 638,883 $ ( 74,597 ) $ ( 364,931 ) See accompanying notes. 5 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Six Months Ended December 31, 2020 2019 Operating activities Net income $ 23,823 $ 210,500 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 85,887 84,891 Share-based compensation expense 13,526 13,847 Deferred taxes 2,681 ( 105,575 ) Unrealized loss on derivatives not designated as hedging instruments included in net income 32,545 7,548 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 3,132 ) 1,359 Other non-cash items 4,829 3,045 Changes in operating assets and liabilities: Accounts receivable ( 14,259 ) ( 8,240 ) Inventory 510 ( 10,680 ) Prepaid expenses and other assets 78 ( 2,255 ) Accounts payable 60,800 24,432 Accrued expenses and other liabilities 48,880 46,225 Net cash provided by operating activities 256,168 265,097 Investing activities Purchases of property, plant and equipment ( 16,790 ) ( 28,094 ) Business acquisitions, net of cash acquired ( 36,395 ) ( 4,272 ) Capitalization of software and website development costs ( 26,445 ) ( 23,417 ) Proceeds from the sale of assets 3,372 847 Other investing activities ( 419 ) 1,120 Net cash used in investing activities ( 76,677 ) ( 53,816 ) Financing activities Proceeds from borrowings of debt 301,000 634,085 Payments of debt ( 472,469 ) ( 292,446 ) Payments of debt issuance costs ( 1,051 ) — Payments of purchase consideration included in acquisition-date fair value ( 648 ) — Payments of withholding taxes in connection with equity awards ( 5,592 ) ( 462 ) Payments of finance lease obligations ( 3,275 ) ( 5,364 ) Purchase of noncontrolling interests ( 5,063 ) — Purchase of ordinary shares — ( 537,573 ) Proceeds from issuance of ordinary shares — 6 Distribution to noncontrolling interest ( 4,599 ) ( 3,921 ) Other financing activities ( 57 ) ( 1,715 ) Net cash used in financing activities ( 191,754 ) ( 207,390 ) Effect of exchange rate changes on cash 4,125 ( 2,253 ) Net decrease in cash and cash equivalents ( 8,138 ) 1,638 Cash and cash equivalents at beginning of period 45,021 35,279 Cash and cash equivalents at end of period $ 36,883 $ 36,917 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 58,299 $ 33,313 Income taxes 4,991 5,183 Non-cash investing and financing activities: Property and equipment acquired under finance leases 150 140 Amounts accrued related to business acquisitions 45,369 2,831 See accompanying notes. 6 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. 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 the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Given the current and expected impact of the COVID-19 pandemic on our business, we evaluated our liquidity position as of the date of the issuance of these consolidated financial statements. Based on this evaluation, management believes, despite the ongoing impact of COVID-19 on our business, that our financial position, net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. For the debt covenants that have been temporarily suspended under the amendment and capital raise as described in Note 9, these covenants will be reinstated no later than the quarter ending December 31, 2021. Based on our current financial results and forecasted performance, we believe we will remain in compliance with these covenants upon reinstatement. Significant Accounting Policies Our significant accounting policies are described in Note 2 in our consolidated financial statements included in the Form 10-K for our year ended June 30, 2020. There have been no material changes to our significant accounting policies during the three and six months ended December 31, 2020. 7 Other (Expense) Income, Net The following table summarizes the components of other (expense) income, net: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 (Losses) gains on derivatives not designated as hedging instruments (1) $ ( 19,020 ) $ ( 11,666 ) $ ( 32,515 ) $ 7,691 Currency-related gains (losses), net (2) 1,809 2,645 5,884 ( 767 ) Other gains (losses) 13 ( 19 ) 679 ( 290 ) Total other (expense) income, net $ ( 17,198 ) $ ( 9,040 ) $ ( 25,952 ) $ 6,634 _____________________ (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. (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 gains (losses), net for the three and six months ended December 31, 2020 and 2019 are primarily driven by this intercompany activity. In addition, we have certain cross-currency swaps designated as cash flow hedges, which hedge the remeasurement of certain intercompany loans, both presented in the same component above. The unrealized losses related to cross-currency swaps were $6,085 and $11,522 for the three and six months ended December 31, 2020, respectively, as compared to unrealized losses of $2,858 and $1,820 for the three and six months ended December 31, 2019, respectively. Net Income Per Share Attributable to Cimpress plc Basic net income per share attributable to Cimpress plc is computed by dividing net income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Weighted average shares outstanding, basic 26,003,649 27,036,675 25,974,823 28,391,855 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants 380,811 880,084 415,450 831,261 Shares used in computing diluted net income per share attributable to Cimpress plc 26,384,460 27,916,759 26,390,273 29,223,116 Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc (1) 3,129 — 1,565 — _____________________ (1) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and six months ended December 31, 2020, the weighted average anti-dilutive effect of the warrants was 318,191 and 317,224 shares, respectively. Refer to Note 9 for additional details about the arrangement. Recently Issued or Adopted Accounting Pronouncements New Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting. We early adopted the standard on July 1, 2020. For the six months ended December 31, 2020, adopting ASU 2019-12 resulted in a $ 2,771 increased tax expense in 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 8 entity with a loss from continuing operations to consider all components when determining the benefit from continuing operations. ASU 2019-12 removes this exception. In June 2016, the FASB issued Accounting Standards Update No. 2016-13 "Financial Instruments—Credit Losses (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. We adopted the standard on its effective date of July 1, 2020. The standard did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform ("ASC 848"): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", which contains optional expedients 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. We elected to amend our hedge documentation, without dedesignating and redesignating, for all outstanding cash flow hedges by applying two practical expedients. We elected the expedient in ASC 848-50-25-2 to assert probability of the hedged interest payments regardless of any expected modification in terms related to reference rate reform. In addition, we elected to continue the method of assessing effectiveness as documented in the original hedge documentation and elect 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 impact on our consolidated financial statements. 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. 3. Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: 9 December 31, 2020 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Currency forward contracts $ 692 $ — $ 692 $ — Total assets recorded at fair value $ 692 $ — $ 692 $ — Liabilities Interest rate swap contracts $ ( 32,999 ) $ — $ ( 32,999 ) $ — Cross-currency swap contracts ( 14,622 ) — ( 14,622 ) — Currency forward contracts ( 41,764 ) — ( 41,764 ) — Currency option contracts ( 4,274 ) — ( 4,274 ) — Total liabilities recorded at fair value $ ( 93,659 ) $ — $ ( 93,659 ) $ — June 30, 2020 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 4,462 $ — $ 4,462 $ — Currency forward contracts 7,949 — 7,949 — Currency option contracts 1,429 — 1,429 — Total assets recorded at fair value $ 13,840 $ — $ 13,840 $ — Liabilities Interest rate swap contracts $ ( 39,520 ) $ — $ ( 39,520 ) $ — Cross-currency swap contracts ( 4,746 ) — ( 4,746 ) — Currency forward contracts ( 8,519 ) — ( 8,519 ) — Currency option contracts ( 38 ) — ( 38 ) — Total liabilities recorded at fair value $ ( 52,823 ) $ — $ ( 52,823 ) $ — During the quarter ended December 31, 2020 and year ended June 30, 2020, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications. The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of December 31, 2020, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. 10 As of December 31, 2020 and June 30, 2020, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximated their estimated fair values. As of December 31, 2020 and June 30, 2020, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,315,372 and $ 1,482,177 , respectively, and the fair value was $ 1,358,180 and $ 1,450,719 , respectively. Our debt at December 31, 2020 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. 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 any 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 (expense) income, net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of December 31, 2020, we estimate that $ 10,446 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending December 31, 2021. As of December 31, 2020, we had ten outstanding interest rate swap contracts indexed to USD LIBOR, of which six of these instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through September 2025. As of December 31, 2020, we have determined that four of our hedges are no longer highly effective. These de-designated hedges have varying start dates and maturity dates through December 2025. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of December 31, 2020 $ 500,000 Contracts with a future start date 50,000 Total $ 550,000 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 11 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 December 31, 2020, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $ 120,874 , both maturing during June 2024. We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss will be reclassified to other (expense) income, net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of December 31, 2020, we estimate that $ 2,176 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending December 31, 2021. Other Currency Contracts We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. As of December 31, 2020, we had five currency forward contracts designated as net investment hedges with a total notional amount of $ 149,604 , maturing during various dates through April 2023 . We entered into these contracts to hedge the risk of changes in the U.S. dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the three and six months ended December 31, 2020 and 2019, we have experienced volatility within other (expense) income, net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. As of December 31, 2020, 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, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $ 484,660 March 2019 through December 2020 Various dates through October 2024 602 Various 12 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 December 31, 2020 and June 30, 2020. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. December 31, 2020 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ ( 20,839 ) $ — $ ( 20,839 ) Cross-currency swaps Other assets — — — Other liabilities ( 14,622 ) — ( 14,622 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 25,758 ) — ( 25,758 ) Total derivatives designated as hedging instruments $ — $ — $ — $ ( 61,219 ) $ — $ ( 61,219 ) Derivatives not designated as hedging instruments Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 12,160 ) $ — $ ( 12,160 ) Currency forward contracts Other current assets / other assets 772 ( 80 ) 692 Other current liabilities / other liabilities ( 18,548 ) 2,542 ( 16,006 ) Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 4,274 ) — ( 4,274 ) Total derivatives not designated as hedging instruments $ 772 $ ( 80 ) $ 692 $ ( 34,982 ) $ 2,542 $ ( 32,440 ) 13 June 30, 2020 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ ( 31,161 ) $ — $ ( 31,161 ) Cross-currency swaps Other assets 4,462 — 4,462 Other liabilities ( 4,746 ) — ( 4,746 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 6,829 ) — ( 6,829 ) Total derivatives designated as hedging instruments $ 4,462 $ — $ 4,462 $ ( 42,736 ) $ — $ ( 42,736 ) Derivatives not designated as hedging instruments Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 8,359 ) $ — $ ( 8,359 ) Currency forward contracts Other current assets / other assets 9,702 ( 1,753 ) 7,949 Other current liabilities / other liabilities ( 2,136 ) 446 ( 1,690 ) Currency option contracts Other current assets / other assets 1,699 ( 270 ) 1,429 Other current liabilities / other liabilities ( 38 ) — ( 38 ) Total derivatives not designated as hedging instruments $ 11,401 $ ( 2,023 ) $ 9,378 $ ( 10,533 ) $ 446 $ ( 10,087 ) 14 The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the three and six months ended December 31, 2020 and 2019: Amount of Net (Loss) Gain on Derivatives Recognized in Comprehensive Income Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps $ 731 $ 4,394 $ 1,142 $ ( 196 ) Cross-currency swaps 3,071 1,737 6,496 ( 861 ) Derivatives in net investment hedging relationships Currency forward contracts ( 7,294 ) ( 4,153 ) ( 24,832 ) 8,565 Total $ ( 3,492 ) $ 1,978 $ ( 17,194 ) $ 7,508 The following table presents reclassifications out of accumulated other comprehensive loss for the three and six months ended December 31, 2020 and 2019: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps $ 2,001 $ 485 $ 4,623 $ 455 Interest expense, net Cross-currency swaps ( 5,525 ) ( 2,026 ) ( 10,292 ) 3,538 Other (expense) income, net Total before income tax ( 3,524 ) ( 1,541 ) ( 5,669 ) 3,993 Income before income taxes Income tax 298 396 372 ( 987 ) Income tax expense (benefit) Total $ ( 3,226 ) $ ( 1,145 ) $ ( 5,297 ) $ 3,006 The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and six months ended December 31, 2020 and 2019 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 Income Affected line item in the Statement of Operations Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Currency contracts $ ( 19,496 ) $ ( 11,666 ) $ ( 32,964 ) $ 7,691 Other (expense) income, net Interest rate swaps 476 — 449 — Other (expense) income, net Total $ ( 19,020 ) $ ( 11,666 ) $ ( 32,515 ) $ 7,691 15 5. Accumulated Other Comprehensive Income (Loss) The following table presents a roll forward of amounts recognized in accumulated other comprehensive income (loss) by component, net of tax of $ 500 for the six months ended December 31, 2020 : Gains (losses) on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2020 $ ( 30,078 ) $ ( 1,399 ) $ ( 57,199 ) $ ( 88,676 ) Other comprehensive income (loss) before reclassifications 7,638 ( 336 ) 12,074 19,376 Amounts reclassified from accumulated other comprehensive loss to net income ( 5,297 ) — — ( 5,297 ) Net current period other comprehensive income (loss) 2,341 ( 336 ) 12,074 14,079 Balance as of December 31, 2020 $ ( 27,737 ) $ ( 1,735 ) $ ( 45,125 ) $ ( 74,597 ) ________________________ (1) Gains (losses) on cash flow hedges include our interest rate swap and cross-currency swap contracts designated in cash flow hedging relationships. (2) As of December 31, 2020 and June 30, 2020, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized losses of $ 4,323 and unrealized gains of $ 20,509 , respectively, net of tax, have been included in accumulated other comprehensive loss. 6. Goodwill The carrying amount of goodwill by reportable segment as of December 31, 2020 and June 30, 2020 was as follows: Vistaprint PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2020 $ 150,846 $ 129,764 $ 155,197 $ 186,097 $ 621,904 Acquisitions (1) 71,401 — — — 71,401 Effect of currency translation adjustments (2) 6,939 12,098 14,471 — 33,508 Balance as of December 31, 2020 $ 229,186 $ 141,862 $ 169,668 $ 186,097 $ 726,813 _________________ (1) On October 1, 2020, we acquired 99designs which is included in our Vistaprint reportable segment. Refer to Note 7 for additional details. (2) Related to goodwill held by subsidiaries whose functional currency is not the U.S. dollar. 7. Business Combinations On October 1, 2020, we acquired 99designs, Inc. and its subsidiaries ("99designs"), a global creative platform for graphic design. We acquired all outstanding shares of the company for a purchase price of $ 90,000 , subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid $ 45,000 in cash at closing and will pay the remaining purchase consideration, including the post-closing adjustment, on February 15, 2022. The acquisition will be integrated into our Vistaprint business and provides a global platform that connects designers and clients, making it easier for small businesses to access both professional design services and marketing products in one place. The table below details the consideration transferred to acquire 99designs: Cash consideration (paid at closing) $ 45,000 Fair value of deferred payment 43,381 Final post closing adjustment 310 Total purchase price $ 88,691 We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition. The goodwill balance has been attributed to the Vistaprint reportable segment and the portion of such goodwill balance that is deductible for tax 16 purposes is $ 20,257 . Additionally, we identified and valued 99designs intangible assets which include their trade name, designer network, and developed technology. Our preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition is subject to change upon finalizing our valuation analysis, including certain valuation assumptions and tax matters. The final determination may result in changes in the fair value of certain assets and liabilities as compared to our preliminary estimates, which are expected to be finalized prior to the end of fiscal 2021. The fair value of the assets acquired and liabilities assumed was: Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 8,603 n/a Accounts receivable, net 494 n/a Prepaid expenses and other current assets 1,167 n/a Property, plant and equipment, net 73 n/a Other assets 142 n/a Accounts payable ( 220 ) n/a Accrued expenses ( 6,679 ) n/a Deferred revenue ( 5,806 ) n/a Other liabilities ( 1,234 ) n/a Identifiable intangible assets Trade name 1,550 2 years Developed technology 13,400 3 years Designer network 5,800 7 years Goodwill 71,401 n/a Total purchase price $ 88,691 n/a 99designs has been included in our consolidated financial statements starting on its acquisition date. The revenue and earnings of 99designs included in our consolidated financial statements for the three and six months ended December 31, 2020 are not material, and therefore no proforma financial information is presented. We utilized our credit facility to finance the acquisition. In connection with the acquisition, we incurred $ 682 and $ 1,183 in general and administrative expenses during the three and six months ended December 31, 2020, primarily related to legal, financial, and other professional services. 17 8. Other Balance Sheet Components Accrued expenses included the following: December 31, 2020 June 30, 2020 Compensation costs $ 68,179 $ 67,307 Income and indirect taxes (1) 75,875 53,161 Advertising costs (1) 46,507 14,746 Interest payable 7,397 8,359 Production costs (1) 12,049 7,012 Sales returns 5,993 5,166 Shipping costs (1) 12,657 5,080 Professional fees 3,016 3,452 Purchases of property, plant and equipment 523 1,685 Other 58,843 44,796 Total accrued expenses $ 291,039 $ 210,764 _________________ (1) The increase in income and indirect taxes, advertising, production, and shipping costs is due to increased sales volumes during our peak holiday season in the second quarter of our fiscal year. Advertising cost accruals are also driven by increased investment in upper-funnel advertising in Vistaprint. Other current liabilities included the following: December 31, 2020 June 30, 2020 Current portion of finance lease obligations $ 8,815 $ 8,055 Short-term derivative liabilities 27,210 3,521 Other 4,941 1,692 Total other current liabilities $ 40,966 $ 13,268 Other liabilities included the following: December 31, 2020 June 30, 2020 Long-term finance lease obligations $ 16,132 $ 18,617 Long-term derivative liabilities 69,071 51,800 Other (1) 71,873 17,770 Total other liabilities $ 157,076 $ 88,187 _____________________ (1) The increase in other long term liabilities is driven by the deferred payment related to the 99designs acquisition totaling $ 43,691 . Refer to Note 7 for additional details . 18 9. Debt December 31, 2020 June 30, 2020 7.0% Senior unsecured notes due 2026 $ 600,000 $ 600,000 Senior secured credit facility 404,375 570,483 12.0% Second lien notes due 2025 300,000 300,000 Other 10,997 11,694 Debt issuance costs and debt premiums (discounts) ( 44,234 ) ( 48,587 ) Total debt outstanding, net 1,271,138 1,433,590 Less: short-term debt (1) 12,603 17,933 Long-term debt $ 1,258,535 $ 1,415,657 _____________________ (1) Balances as of December 31, 2020 and June 30, 2020 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 10,567 and $ 10,362 , respectivel y. Our Debt Our various debt arrangements described below contain customary representations, warranties and events of default. As of December 31, 2020, the pre-existing financial maintenance covenants under our senior secured credit facility covenants are suspended, and we were in compliance with all financial and other covenants under the credit agreement as amended, the indenture governing our 2026 Notes, and the indenture governing our Second Lien Notes. Senior Secured Credit Facility On April 28, 2020, 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 publication of our results for the quarter ending December 31, 2021, for which quarter the pre-amendment maintenance covenants will be reinstated. The covenant suspension period could end earlier at our election if we have total leverage equal to or lower than 4.75x annualized EBITDA for each of two consecutive quarters and are compliant with pre-amendment maintenance covenants. During the covenant suspension period, we must comply with new maintenance covenants requiring EBITDA above zero in each of the quarters ending June 30, 2021 and September 30, 2021 and minimum liquidity (defined in the credit agreement as unrestricted cash plus unused revolver) of $ 50,000 . The amendment increased pricing to LIBOR plus 3.25% during the covenant suspension period and to LIBOR plus 2.50% to 3.25% after the covenant suspension period, depending on our total leverage ratio, including a 0.75% floor for LIBOR borrowings. Additionally, as part of the amendment, the maturity date was changed from February 2025 to November 2024. The amendment to the senior secured credit agreement also reduced the credit facility from $ 1,551,419 to $ 1,000,000 , made up of an $ 850,000 revolver and $ 150,000 term loan. During the covenant suspension period, we have more restrictive limitations on certain activities and actions, including but not limited to: • the incurrence of additional indebtedness and liens, • the consummation of certain investments, including acquisitions, • the making of restricted payments, including the purchases of our ordinary shares and payment of dividends. As of December 31, 2020, we have drawn commitments under the credit facility of $ 404,375 as follows: • Revolving loans of $ 260,000 with a maturity date of November 15, 2024 • Term loans of $ 144,375 amortizing over the loan period, with a final maturity date of November 15, 2024 As of December 31, 2020, the weighted-average interest rate on outstanding borrowings was 5.94 %, inclusive of interest rate swap rates. We are also required to pay a commitment fee on unused balances of 0.35 % to 19 0.50 % depending on our total leverage ratio, and 0.50 % during the covenant suspension period. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our outstanding debt as of December 31, 2020. 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. Each of Cimpress' subsidiaries that guarantees our obligations under our senior secured credit agreement guarantees the Second Lien Notes. The Second Lien Notes and the guarantees thereof rank equal in right of payment with existing and future senior indebtedness of Cimpress, including Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement, and are secured by the same assets securing Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement on a second lien basis subject to limited exceptions and the terms of the intercreditor agreement among Cimpress, the subsidiary guarantors, JPMorgan Chase Bank, N.A. as administrative agent under the senior secured credit agreement, and U.S. Bank National Association as collateral agent under the indenture for the Second Lien Notes. The Apollo Funds also received 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance. Based on the terms of the purchase agreement, the two instruments exist separately and should be treated as separate securities; therefore the warrants are considered to be detachable. The warrants have an exercise price of $ 60 per share, representing an approximately 17 % premium to the 10-day volume weighted average price of our shares as of April 28, 2020. The warrants are classified as equity as they are strictly redeemable in our own shares, and they may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. Senior Unsecured Notes On February 13, 2020, we completed an additional offering of $ 200,000 in aggregate principal of 7.0% notes under the senior notes indenture between Cimpress plc and U.S. Bank National Association (as successor trustee to MUFG Union Bank, N.A.) at a premium of 105.25 %. These notes were issued in addition to the existing principal balance under the indenture of $400,000, and are collectively referred to as the 2026 Notes. The net proceeds from this add-on offering were used to repay a portion of the indebtedness outstanding under our senior secured credit facility and related transaction fees and expenses. 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 may redeem some or all of the 2026 Notes at the redemption prices specified in the indenture, plus accrued and unpaid interest to, but not including, the redemption date. 20 Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of December 31, 2020 and June 30, 2020, we had $ 10,997 and $ 11,694 , respectively, outstanding for those obligations that are payable through March 2025. 10. Income Taxes Our income tax expense was $ 12,954 and $ 19,748 for the three and six months ended December 31, 2020, respectively, compared to a benefit of $ 93,795 and $ 87,680 for the three and six months ended December 31, 2019, respectively. In the three months ended December 31, 2019, we recognized a discrete tax benefit of $ 114,114 related to Swiss Tax Reform. Excluding this benefit, tax expense would have decreased, primarily attributable to decreased pre-tax income for the three and six months ended December 31, 2020 as compared to the same prior year periods. Excluding the effect of discrete tax adjustments, our estimated annual effective tax rate is higher for fiscal 2021 as compared to fiscal 2020, primarily due to increased non-deductible interest expense. 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 six months ended December 31, 2020, our unrecognized tax benefits increased by $ 8,145 , 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 December 31, 2020, we had unrecognized tax benefits of $ 14,376 , including accrued interest and penalties of $ 811 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $ 8,136 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 $ 165 to $ 670 related to the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2020 remain open for examination by the IRS and the years 2014 through 2020 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. We believe that our income tax reserves are adequately maintained, taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 11. Noncontrolling Interests For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business' management team owns a minority portion of the equity. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity. We recognize redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis with the offset to retained earnings in the consolidated balance sheet. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value is offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations. Redeemable Noncontrolling Interests PrintBrothers Members of the PrintBrothers management team hold a minority equity interest ranging from 11 % to 12 % in each of the three businesses within the segment. The put options associated with the redeemable noncontrolling interest are exercisable beginning in 2021, while the associated call options become exercisable in 2026. As of December 31, 2020, the redemption value was less than the carrying value, and therefore no adjustment was required. During the second quarter of fiscal 2021, we repurchased equity interests ranging from 0.56 % to 1.15 % in each of the three businesses for a total of $ 5,063 . 21 All Other Businesses On October 1, 2018, we acquired approximately 99 % of the outstanding equity interests of BuildASign LLC. The remaining 1 % is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. As of December 31, 2020, the redemption value increased above the carrying value due to continued strong financial performance, resulting in an adjustment to the redeemable noncontrolling interest of $ 966 , which was recognized as an adjustment to retained earnings. The following table presents the reconciliation of changes in our redeemable noncontrolling interests: Redeemable noncontrolling interests Balance as of June 30, 2020 $ 69,106 Accretion to redemption value recognized in retained earnings 1,086 Net income attributable to noncontrolling interest 2,291 Distribution to noncontrolling interest ( 4,599 ) Purchase of noncontrolling interest ( 5,063 ) Foreign currency translation 2,689 Balance as of December 31, 2020 $ 65,510 12. Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of December 31, 2020, we have numerous operating segments under our management reporting structure which are reported in the following five reportable segments: • Vistaprint - Includes the operations of our global Vistaprint websites and our Webs-branded business, which is managed with the Vistaprint-branded digital business. Also included is our Vistaprint Corporate Solutions business which serves medium-sized businesses and large corporations, our 99designs business which was acquired on October 1, 2020, as well as a legacy revenue stream with retail partners and franchise businesses • PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses • The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses • National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts • All Other Businesses - Includes a collection of businesses grouped together based on materiality. With the exception of BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two early-stage businesses that we continue to manage at a relatively modest operating loss. ◦ 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, 22 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. All expense or benefit associated with our supplemental PSUs 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 do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Revenue (1): Vistaprint $ 436,317 $ 433,305 $ 765,608 $ 776,476 PrintBrothers 121,806 126,617 221,918 235,907 The Print Group 76,204 87,699 142,641 159,957 National Pen 114,692 127,985 182,341 198,148 All Other Businesses 55,365 49,774 98,843 92,050 Total segment revenue 804,384 825,380 1,411,351 1,462,538 Inter-segment eliminations ( 18,239 ) ( 5,047 ) ( 38,706 ) ( 8,246 ) Total consolidated revenue $ 786,145 $ 820,333 $ 1,372,645 $ 1,454,292 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. 23 Three Months Ended December 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 268,736 $ — $ — $ 48,678 $ 49,662 $ 367,076 Europe 126,877 121,564 69,343 47,578 — 365,362 Other 40,033 — — 8,699 4,975 53,707 Inter-segment 671 242 6,861 9,737 728 18,239 Total segment revenue 436,317 121,806 76,204 114,692 55,365 804,384 Less: inter-segment elimination ( 671 ) ( 242 ) ( 6,861 ) ( 9,737 ) ( 728 ) ( 18,239 ) Total external revenue $ 435,646 $ 121,564 $ 69,343 $ 104,955 $ 54,637 $ 786,145 Six Months Ended December 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 500,831 $ — $ — $ 78,999 $ 88,606 $ 668,436 Europe 204,125 221,505 129,721 68,182 — 623,533 Other 59,559 — — 12,347 8,770 80,676 Inter-segment 1,093 413 12,920 22,813 1,467 38,706 Total segment revenue 765,608 221,918 142,641 182,341 98,843 1,411,351 Less: inter-segment elimination ( 1,093 ) ( 413 ) ( 12,920 ) ( 22,813 ) ( 1,467 ) ( 38,706 ) Total external revenue $ 764,515 $ 221,505 $ 129,721 $ 159,528 $ 97,376 $ 1,372,645 Three Months Ended December 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 284,345 $ — $ — $ 54,400 $ 44,221 $ 382,966 Europe 121,143 126,288 86,713 60,887 — 395,031 Other 25,292 — — 11,732 5,312 42,336 Inter-segment 2,525 329 986 966 241 5,047 Total segment revenue 433,305 126,617 87,699 127,985 49,774 825,380 Less: inter-segment elimination ( 2,525 ) ( 329 ) ( 986 ) ( 966 ) ( 241 ) ( 5,047 ) Total external revenue $ 430,780 $ 126,288 $ 86,713 $ 127,019 $ 49,533 $ 820,333 Six Months Ended December 31, 2019 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 531,430 $ — $ — $ 95,942 $ 79,627 $ 706,999 Europe 195,601 235,335 158,539 83,200 — 672,675 Other 45,592 — — 17,059 11,967 74,618 Inter-segment 3,853 572 1,418 1,947 456 8,246 Total segment revenue 776,476 235,907 159,957 198,148 92,050 1,462,538 Less: inter-segment elimination ( 3,853 ) ( 572 ) ( 1,418 ) ( 1,947 ) ( 456 ) ( 8,246 ) Total external revenue $ 772,623 $ 235,335 $ 158,539 $ 196,201 $ 91,594 $ 1,454,292 24 The following table includes segment EBITDA by reportable segment, total income from operations and total income before income taxes. Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Segment EBITDA: Vistaprint $ 112,331 $ 138,858 $ 202,488 $ 226,161 PrintBrothers 16,457 16,459 26,172 27,236 The Print Group 12,569 18,105 24,752 31,739 National Pen 18,728 28,099 8,057 18,249 All Other Businesses 10,657 3,668 19,266 5,385 Total segment EBITDA 170,742 205,189 280,735 308,770 Central and corporate costs ( 30,984 ) ( 38,405 ) ( 62,004 ) ( 72,058 ) Depreciation and amortization ( 43,597 ) ( 42,356 ) ( 85,887 ) ( 84,891 ) Certain impairments and other adjustments 215 ( 936 ) ( 568 ) ( 760 ) Restructuring-related charges ( 2,182 ) ( 1,897 ) ( 2,096 ) ( 4,087 ) Total income from operations 94,194 121,595 130,180 146,974 Other (expense) income, net ( 17,198 ) ( 9,040 ) — ( 25,952 ) 6,634 Interest expense, net ( 30,141 ) ( 15,701 ) — ( 60,657 ) ( 30,788 ) Income before income taxes $ 46,855 $ 96,854 $ 43,571 $ 122,820 Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Depreciation and amortization: Vistaprint $ 14,952 $ 15,042 $ 28,539 $ 30,682 PrintBrothers 5,509 5,553 10,971 10,808 The Print Group 6,641 6,609 13,222 12,842 National Pen 6,255 5,523 12,322 11,104 All Other Businesses 4,391 5,888 10,259 11,861 Central and corporate costs 5,849 3,741 10,574 7,594 Total depreciation and amortization $ 43,597 $ 42,356 $ 85,887 $ 84,891 Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Purchases of property, plant and equipment: Vistaprint $ 2,515 $ 6,192 $ 4,449 $ 10,697 PrintBrothers 213 668 1,138 999 The Print Group 3,043 4,889 5,930 8,994 National Pen 1,372 761 2,824 2,777 All Other Businesses 1,014 595 1,968 2,370 Central and corporate costs 250 796 481 2,257 Total purchases of property, plant and equipment $ 8,407 $ 13,901 $ 16,790 $ 28,094 25 Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Capitalization of software and website development costs: Vistaprint $ 4,429 $ 4,357 $ 11,416 $ 9,779 PrintBrothers 185 291 591 622 The Print Group 433 424 663 875 National Pen 355 979 1,069 1,815 All Other Businesses 681 1,116 1,742 2,079 Central and corporate costs 5,558 3,779 10,964 8,247 Total capitalization of software and website development costs $ 11,641 $ 10,946 $ 26,445 $ 23,417 The following table sets forth long-lived assets by geographic area: December 31, 2020 June 30, 2020 Long-lived assets (1): United States $ 147,268 $ 161,853 Netherlands 81,187 82,897 Canada 61,080 67,367 Switzerland 65,197 58,013 Italy 48,326 46,317 Jamaica 21,309 21,563 Australia 21,809 19,695 France 24,933 23,917 Japan 16,399 15,430 Other 97,686 94,922 Total $ 585,194 $ 591,974 ___________________ (1) Excludes goodwill of $ 726,813 and $ 621,904 , intangible assets, net of $ 212,078 and $ 209,228 , and deferred tax assets of $ 146,814 and $ 143,496 as of December 31, 2020 and June 30, 2020, respectively. 13. Commitments and Contingencies Purchase Obligations At December 31, 2020, we had unrecorded commitments under contract of $ 226,290 , including third-party web services of $ 97,609 , production and computer equipment purchases of $ 24,942 , inventory and third-party fulfillment purchase commitments of $ 18,422 , advertising of $ 17,750 , professional and consulting fees of $ 8,374 and other unrecorded purchase commitments of $ 59,193 . Other Obligations We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 45,369 in aggregate as of December 31, 2020. This balance includes the deferred payment related to the 99designs acquisition totaling $ 43,691 . Refer to Note 7 for additional details. 26 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. As part of the agreement, we will pay $ 8,761 in two equal installments, which includes both an early termination penalty and the rent we would have otherwise paid for the terminated space through June 30, 2021. The first payment was made on January 6, 2021, and the remaining amount is due on April 1, 2021. We separately entered into a lease agreement for a new office location in Waltham, Massachusetts which will commence on June 1, 2021. As of December 31, 2020, the total remaining lease commitments through September 2026 were $ 67,953 . Under the modified lease term, combined with the new lease arrangement, the total lease commitments through September 2026 will be $ 20,501 , 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 and six months ended December 31, 2020, we recognized restructuring costs of $ 2,182 and $ 2,096 , respectively, due to organizational changes within our The Print Group segment intended to streamline certain activities. During the three and six months ended December 31, 2019, we recognized restructuring charges of $ 1,897 and $ 4,087 , respectively, related primarily to charges within our Vistaprint reportable segment. The following table summarizes the restructuring activity during the six months ended December 31, 2020: Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2020 $ 5,969 $ 77 $ 6,046 Restructuring charges 1,453 643 2,096 Cash payments ( 3,961 ) — ( 3,961 ) Non-cash charges (1) — ( 643 ) ( 643 ) Accrued restructuring liability as of December 31, 2020 $ 3,461 $ 77 $ 3,538 (1) Non-cash charges primarily include the write-off of property, plant and equipment, net in The Print Group segment to streamline certain activities. 27