CIMPRESS plc 10-Q

Item 1. Financial Statements CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (unaudited in thousands, except share and per share data) March 31, 2021 June 30, 2020 Assets Current assets: Cash and cash equivalents $ 36,364 $ 45,021 Accounts receivable, net of allowances of $10,103 and $9,651, respectively 45,365 34,596 Inventory 76,104 80,179 Prepaid expenses and other current assets 75,717 88,608 Total current assets 233,550 248,404 Property, plant and equipment, net 312,560 338,659 Operating lease assets, net 84,581 156,258 Software and website development costs, net 81,677 71,465 Deferred tax assets 135,491 143,496 Goodwill 706,626 621,904 Intangible assets, net 194,502 209,228 Other assets 34,276 25,592 Total assets $ 1,783,263 $ 1,815,006 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 174,947 $ 163,891 Accrued expenses 265,593 210,764 Deferred revenue 42,298 39,130 Short-term debt 9,012 17,933 Operating lease liabilities, current 29,508 41,772 Other current liabilities 77,669 13,268 Total current liabilities 599,027 486,758 Deferred tax liabilities 27,612 33,811 Long-term debt 1,332,234 1,415,657 Operating lease liabilities, non-current 72,142 128,963 Other liabilities 92,786 88,187 Total liabilities 2,123,801 2,153,376 Commitments and contingencies (Note 13) Redeemable noncontrolling interests 64,250 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; 26,003,676 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, 18,076,951 and 18,194,952 shares, respectively ( 1,368,721 ) ( 1,376,496 ) Additional paid-in capital 448,432 438,616 Retained earnings 599,833 618,437 Accumulated other comprehensive loss ( 84,975 ) ( 88,676 ) Total shareholders' deficit ( 404,788 ) ( 407,476 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,783,263 $ 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 March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Revenue $ 578,851 $ 597,960 $ 1,951,496 $ 2,052,252 Cost of revenue (1) 302,022 309,598 986,845 1,029,281 Technology and development expense (1) 62,572 67,693 186,097 195,287 Marketing and selling expense (1) 154,472 148,803 474,944 483,056 General and administrative expense (1) 62,358 45,148 147,149 140,681 Amortization of acquired intangible assets 13,506 12,693 40,264 38,861 Restructuring expense (1) ( 382 ) 919 1,714 5,006 Impairment of goodwill — 100,842 — 100,842 (Loss) income from operations ( 15,697 ) ( 87,736 ) 114,483 59,238 Other income (expense), net 9,785 22,537 ( 16,167 ) 29,171 Interest expense, net ( 29,002 ) ( 17,262 ) ( 89,659 ) ( 48,050 ) (Loss) income before income taxes ( 34,914 ) ( 82,461 ) 8,657 40,359 Income tax expense (benefit) 3,927 1,039 23,675 ( 86,641 ) Net (loss) income ( 38,841 ) ( 83,500 ) ( 15,018 ) 127,000 Add: Net income attributable to noncontrolling interest ( 209 ) ( 1,384 ) ( 2,500 ) ( 1,630 ) Net (loss) income attributable to Cimpress plc $ ( 39,050 ) $ ( 84,884 ) $ ( 17,518 ) $ 125,370 Basic net (loss) income per share attributable to Cimpress plc $ ( 1.50 ) $ ( 3.26 ) $ ( 0.67 ) $ 4.54 Diluted net (loss) income per share attributable to Cimpress plc $ ( 1.50 ) $ ( 3.26 ) $ ( 0.67 ) $ 4.43 Weighted average shares outstanding — basic 26,003,675 26,024,229 25,984,300 27,608,387 Weighted average shares outstanding — diluted 26,003,675 26,024,229 25,984,300 28,317,440 ____________________________________________ (1) Share-based compensation is allocated as follows: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Cost of revenue $ 99 $ 66 $ 233 $ 251 Technology and development expense 2,284 2,014 5,690 5,791 Marketing and selling expense 1,808 1,145 4,247 367 General and administrative expense 5,354 5,683 12,901 15,574 Restructuring expense — ( 16 ) — 756 See accompanying notes. 2 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited in thousands) Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Net (loss) income $ ( 38,841 ) $ ( 83,500 ) $ ( 15,018 ) $ 127,000 Other comprehensive (loss) income, net of tax: Foreign currency translation (losses) gains, net of hedges ( 14,571 ) 1,490 192 3,110 Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 5,809 ( 21,201 ) 13,447 ( 22,258 ) Amounts reclassified from accumulated other comprehensive (loss) income to net (loss) income on derivative instruments ( 3,085 ) 2,531 ( 8,382 ) 5,537 Loss on pension benefit obligation, net — — ( 336 ) — Comprehensive (loss) income ( 50,688 ) ( 100,680 ) ( 10,097 ) 113,389 Add: Comprehensive loss (income) attributable to noncontrolling interests 1,260 ( 1,515 ) ( 3,720 ) ( 967 ) Total comprehensive (loss) income attributable to Cimpress plc $ ( 49,428 ) $ ( 102,195 ) $ ( 13,817 ) $ 112,422 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 December 31, 2019 44,080 $ 615 25 $ 28 ( 17,875 ) $ ( 1,275,057 ) $ 424,058 $ 745,326 $ ( 75,494 ) $ ( 180,524 ) Restricted share units vested, net of shares withheld for taxes — — — — 1 44 ( 88 ) — — ( 44 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 431 ( 12,526 ) ( 28,386 ) — — ( 40,912 ) Share-based compensation expense — — — — — — 8,825 — — 8,825 Purchase of ordinary shares — — — — ( 759 ) ( 89,483 ) — — — ( 89,483 ) Net loss attributable to Cimpress plc — — — — — — — ( 84,884 ) — ( 84,884 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 18,670 ) ( 18,670 ) Foreign currency translation, net of hedges — — — — — — — — 1,359 1,359 Balance at March 31, 2020 44,080 $ 615 25 $ 28 ( 18,202 ) $ ( 1,377,022 ) $ 404,409 $ 660,442 $ ( 92,805 ) $ ( 404,333 ) See accompanying notes. 5 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. 6 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 December 31, 2020 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,723 ) $ 438,863 $ 638,883 $ ( 74,597 ) $ ( 364,931 ) Restricted share units vested, net of shares withheld for taxes — — — — — 2 ( 3 ) — — ( 1 ) Share-based compensation expense — — — — — — 9,572 — — 9,572 Net loss attributable to Cimpress plc — — — — — — — ( 39,050 ) — ( 39,050 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 13,102 ) ( 13,102 ) Foreign currency translation, net of hedges — — — — — — — — 2,724 2,724 Balance at March 31, 2021 44,080 $ 615 25 $ 28 ( 18,077 ) $ ( 1,368,721 ) $ 448,432 $ 599,833 $ ( 84,975 ) $ ( 404,788 ) See accompanying notes. 7 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Nine Months Ended March 31, 2021 2020 Operating activities Net (loss) income $ ( 15,018 ) $ 127,000 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 128,696 126,731 Impairment of goodwill — 100,842 Share-based compensation expense 23,071 22,739 Impairment of long-lived assets 19,882 — Deferred taxes 2,513 ( 109,990 ) Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income 18,280 ( 4,604 ) Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 2,537 ( 1,027 ) Other non-cash items 2,149 4,936 Changes in operating assets and liabilities: Accounts receivable ( 9,651 ) 13,750 Inventory 4,982 ( 7,876 ) Prepaid expenses and other assets ( 5,242 ) 11,631 Accounts payable 10,590 5,590 Accrued expenses and other liabilities 36,159 ( 5,661 ) Net cash provided by operating activities 218,948 284,061 Investing activities Purchases of property, plant and equipment ( 22,736 ) ( 38,638 ) Business acquisitions, net of cash acquired ( 36,395 ) ( 4,272 ) Capitalization of software and website development costs ( 45,321 ) ( 35,824 ) Proceeds from the sale of assets 3,574 1,633 Proceeds from settlement of derivatives designated as hedging instruments — 27,732 Other investing activities ( 269 ) 1,556 Net cash used in investing activities ( 101,147 ) ( 47,813 ) Financing activities Proceeds from borrowings of debt 534,051 1,043,600 Proceeds from issuance of senior notes — 210,500 Payments of debt ( 639,519 ) ( 603,049 ) Payments of debt issuance costs ( 2,461 ) ( 4,862 ) Payments of purchase consideration included in acquisition-date fair value ( 1,205 ) ( 358 ) Payments of withholding taxes in connection with equity awards ( 5,593 ) ( 41,417 ) Payments of finance lease obligations ( 5,486 ) ( 8,354 ) Purchase of noncontrolling interests ( 5,063 ) — Purchase of ordinary shares — ( 627,056 ) Proceeds from issuance of ordinary shares — 6 Distribution to noncontrolling interest ( 4,599 ) ( 3,955 ) Other financing activities ( 310 ) ( 1,811 ) Net cash used in financing activities ( 130,185 ) ( 36,756 ) Effect of exchange rate changes on cash 3,727 ( 5,180 ) Change in cash held for sale — ( 1,326 ) Net (decrease) increase in cash and cash equivalents ( 8,657 ) 192,986 Cash and cash equivalents at beginning of period 45,021 35,279 Cash and cash equivalents at end of period $ 36,364 $ 228,265 See accompanying notes. 8 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (unaudited in thousands) Nine Months Ended March 31, 2021 2020 Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 66,314 $ 42,763 Income taxes 13,056 9,720 Non-cash investing and financing activities Property and equipment acquired under finance leases 5,630 1,591 Amounts accrued related to business acquisitions 44,680 2,369 See accompanying notes. 9 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited in thousands, except share and per share data) 1. Description of the Business Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally. 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. 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 nine months ended March 31, 2021. 10 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, 2021 2020 2021 2020 Gains (losses) on derivatives not designated as hedging instruments (1) $ 18,724 $ 18,039 $ ( 13,791 ) $ 25,730 Currency-related (losses) gains, net (2) ( 8,841 ) 3,950 ( 2,957 ) 3,183 Other (losses) gains ( 98 ) 548 581 258 Total other income (expense), net $ 9,785 $ 22,537 $ ( 16,167 ) $ 29,171 _____________________ (1) Primarily relates to both realized and unrealized gains and losses on derivative currency forward and option contracts and interest rate swaps not designated as hedging instruments, including gains of $ 6,394 and $ 6,759 for the three and nine months ended March 31, 2021, respectively, related to certain interest rate swap contracts that have been de-designated from hedge accounting due to their ineffectiveness, which had an immaterial impact in the comparative periods.. (2) We have significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility. The currency-related (losses) gains, net are primarily driven by this intercompany activity for the periods presented. In addition, we have certain cross-currency swaps designated as cash flow hedges which hedge the remeasurement of certain intercompany loans; both are presented in the same component above. The unrealized gains related to cross-currency swaps for the three months ended March 31, 2021 were $ 6,288 , and the unrealized losses were $ 5,233 for the nine months ended March 31, 2021, as compared to unrealized gains of $ 1,807 and $ 3,627 for the three and nine months ended March 31, 2020, respectively. Net (Loss) Income Per Share Attributable to Cimpress plc Basic net (loss) income per share attributable to Cimpress plc is computed by dividing net (loss) income attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net (loss) income per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Weighted average shares outstanding, basic 26,003,675 26,024,229 25,984,300 27,608,387 Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants — — — 709,053 Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 26,003,675 26,024,229 25,984,300 28,317,440 Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (1) (2) 621,172 464,638 485,067 — _____________________ (1) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding. For the three and nine months ended March 31, 2021, the weighted average anti-dilutive effect of the warrants was 412,473 and 348,973 shares, respectively. Refer to Note 9 for additional details about the arrangement. (2) In the periods in which a net loss is recognized, the impact of share options, RSUs, RSAs and warrants is not included as they are anti-dilutive. 11 Lease Impairment and Abandonment Charges During the three months ended March 31, 2021, we recorded lease impairment and abandonment charges related to two leased facilities that we will no longer occupy. The charges are described below. These changes will result in a substantial reduction in costs in future periods. Waltham Lease Amendment On January 6, 2021, we entered into an arrangement that modifies the lease agreement for our Waltham, Massachusetts office location, which results in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we will no longer lease. As part of the agreement, we are required to pay a total termination penalty of $ 8,761 in two equal installments. The first installment was paid in January 2021 and the remaining amount was paid in April 2021. This termination penalty is inclusive of the rent that would have otherwise been paid through June 2021 when the office was not expected to be occupied. The amendment is accounted for as a lease modification under ASC 842 - Leases. Due to the partial termination of the lease, we recorded a decrease to the operating lease liabilities of $ 47,801 to reflect the reduced lease payments, including the termination penalties. We also recorded a decrease to the operating lease asset of $ 46,645 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $ 1,156 , recognized in general and administrative expense on the consolidated statement of operations for the three months ended March 31, 2021. Due to our plans to no longer occupy the remaining leased office space and instead market the space to be subleased, we identified a triggering event with regards to the modified right-of-use asset. Therefore, we performed a discounted cash flow analysis that considered market-based rent assumptions, which resulted in an impairment of the right-of-use asset of $ 7,489 which was recognized in general and administrative expense on the consolidated statement of operations for the three months ended March 31, 2021. Additionally, we recorded an impairment to general and administrative expense for abandoned assets related to the vacated space totaling $ 4,483 , which included $ 2,787 in subtenant allowances, $ 1,312 in leasehold improvements, and $ 384 in furniture and fixtures. Other Lease Impairment During the quarter ended March 31, 2021, we identified a triggering event due to a change in our intended use of the right-of-use asset of another one of our leased facilities, as we have committed to plans to exit the space and instead market it to be subleased or sold. We assessed the lease for impairment and performed a discounted cash flow analysis using current market-based rent assumptions, which resulted in an impairment of $ 7,420 that was recognized in general and administrative expense on the consolidated statement of operations for the three months ended March 31, 2021. This impairment resulted in a decrease to the right of use asset totaling $ 5,280 and to the related leasehold improvements included within property, plant and equipment totaling $ 2,140 . Additionally, we recorded an impairment for abandoned equipment in the amount of $ 1,680 that was recognized in general and administrative expense for the three months ended March 31, 2021. Income Taxes During the three months ended December 31, 2020, the tax on Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Cuts and Jobs Act became applicable to our operations. The FASB has provided that companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences, including outside basis differences, expected to reverse as GILTI. We elected to account for GILTI as a period cost, as incurred. We do not expect GILTI to have a material impact on our consolidated financial statements. 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 nine months ended March 31, 2021, adopting ASU 2019-12 resulted in a $ 2,545 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 entity with a loss from continuing operations to consider all components when determining the benefit from 12 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 adopted the standard on October 1, 2020. We elected to amend our hedge documentation, without dedesignating and redesignating, for all outstanding cash flow hedges by applying two practical expedients. We elected the expedient in ASC 848-50-25-2 to assert probability of the hedged interest payments regardless of any expected modification in terms related to reference rate reform. In addition, we elected to continue the method of assessing effectiveness as documented in the original hedge documentation and elected to apply the expedient in ASC 848-50-35-17, so that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. The standard did not 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: 13 March 31, 2021 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cross-currency swap contracts $ 145 $ — $ 145 $ — Currency forward contracts 1,184 — 1,184 — Currency option contracts 80 — 80 — Total assets recorded at fair value $ 1,409 $ — $ 1,409 $ — Liabilities Interest rate swap contracts $ ( 23,981 ) $ — $ ( 23,981 ) $ — Cross-currency swap contracts ( 7,978 ) — ( 7,978 ) — Currency forward contracts ( 21,482 ) — ( 21,482 ) — Currency option contracts ( 2,798 ) — ( 2,798 ) — Total liabilities recorded at fair value $ ( 56,239 ) $ — $ ( 56,239 ) $ — 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 March 31, 2021 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 March 31, 2021, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall 14 valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of March 31, 2021 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 March 31, 2021 and June 30, 2020, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,384,129 and $ 1,482,177 , respectively, and the fair value was $ 1,426,307 and $ 1,450,719 , respectively. Our debt at March 31, 2021 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future. 4. Derivative Financial Instruments We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of March 31, 2021, we estimate that $ 10,439 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending March 31, 2022. As of March 31, 2021, we had ten outstanding interest rate swap contracts indexed to USD LIBOR all of which are no longer highly effective and have therefore been de-designated. These hedges have varying start dates and maturity dates through December 2026. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of March 31, 2021 $ 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 15 contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of March 31, 2021, we had two outstanding cross-currency swap contracts designated as cash flow hedges with a total notional amount of $ 120,874 , both maturing during June 2024. We entered into the two cross-currency swap contracts to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency. Amounts reported in accumulated other comprehensive loss will be reclassified to other income (expense), net as interest payments are accrued or paid and upon remeasuring the intercompany loan. As of March 31, 2021, we estimate that $ 2,623 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending March 31, 2022. Other Currency Contracts We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. As of March 31, 2021, 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 nine months ended March 31, 2021 and 2020, we have experienced volatility within other income (expense), net in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. As of March 31, 2021, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, British Pound, Canadian Dollar, Danish Krone, Euro, Indian Rupee, Japanese Yen, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $ 477,464 June 2019 through March 2021 Various dates through October 2024 608 Various 16 Financial Instrument Presentation The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of March 31, 2021 and June 30, 2020. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. March 31, 2021 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Cross-currency swaps Other assets $ 145 $ — $ 145 Other liabilities $ ( 7,978 ) $ — $ ( 7,978 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 12,386 ) — ( 12,386 ) Total derivatives designated as hedging instruments $ 145 $ — $ 145 $ ( 20,364 ) $ — $ ( 20,364 ) Derivatives not designated as hedging instruments Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 24,632 ) $ 651 $ ( 23,981 ) Currency forward contracts Other current assets / other assets 1,344 ( 160 ) 1,184 Other current liabilities / other liabilities ( 13,198 ) 4,102 ( 9,096 ) Currency option contracts Other current assets / other assets 385 ( 305 ) 80 Other current liabilities / other liabilities ( 2,919 ) 121 ( 2,798 ) Total derivatives not designated as hedging instruments $ 1,729 $ ( 465 ) $ 1,264 $ ( 40,749 ) $ 4,874 $ ( 35,875 ) 17 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 ) 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 nine months ended March 31, 2021 and 2020: Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Derivatives in cash flow hedging relationships Interest rate swaps $ 6,244 $ ( 24,645 ) $ 7,386 $ ( 24,841 ) Cross-currency swaps ( 435 ) 3,444 6,061 2,583 Derivatives in net investment hedging relationships Currency forward contracts 8,064 14,284 ( 16,768 ) 22,849 Total $ 13,873 $ ( 6,917 ) $ ( 3,321 ) $ 591 18 The following table presents reclassifications out of accumulated other comprehensive loss for the three and nine months ended March 31, 2021 and 2020: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Affected line item in the Statement of Operations Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 4,396 ) $ 691 $ 227 $ 1,146 Interest expense, net Cross-currency swaps 661 2,665 ( 9,631 ) 6,203 Other income (expense), net Total before income tax ( 3,735 ) 3,356 ( 9,404 ) 7,349 (Loss) income before income taxes Income tax 650 ( 825 ) 1,022 ( 1,812 ) Income tax expense (benefit) Total $ ( 3,085 ) $ 2,531 $ ( 8,382 ) $ 5,537 The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the three and nine months ended March 31, 2021 and 2020 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments. Amount of Gain (Loss) Recognized in Net (Loss) Income Affected line item in the Statement of Operations Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Currency contracts $ 12,329 $ 18,039 $ ( 20,635 ) $ 25,730 Other income (expense), net Interest rate swaps 6,395 — 6,844 — Other income (expense), net Total $ 18,724 $ 18,039 $ ( 13,791 ) $ 25,730 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 $ 643 for the nine months ended March 31, 2021 : Gains (losses) on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total Balance as of June 30, 2020 $ ( 30,078 ) $ ( 1,399 ) $ ( 57,199 ) $ ( 88,676 ) Other comprehensive income (loss) before reclassifications 13,447 ( 336 ) ( 1,028 ) 12,083 Amounts reclassified from accumulated other comprehensive loss to net (loss) income ( 8,382 ) — — ( 8,382 ) Net current period other comprehensive income (loss) 5,065 ( 336 ) ( 1,028 ) 3,701 Balance as of March 31, 2021 $ ( 25,013 ) $ ( 1,735 ) $ ( 58,227 ) $ ( 84,975 ) ________________________ (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 March 31, 2021 and June 30, 2020, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $ 3,741 and $ 20,509 , respectively, net of tax, have been included in accumulated other comprehensive loss. 19 6. Goodwill The carrying amount of goodwill by reportable segment as of March 31, 2021 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 Adjustments ( 609 ) — — — ( 609 ) Effect of currency translation adjustments (2) 1,862 5,495 6,573 — 13,930 Balance as of March 31, 2021 $ 223,500 $ 135,259 $ 161,770 $ 186,097 $ 706,626 _________________ (1) On October 1, 2020, 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. Goodwill Recoverability Assessment During the third quarter of fiscal 2021, we evaluated whether any triggering events exist across each of our reporting units to determine whether an impairment analysis is necessary. We identified triggering events for our Druck, Easyflyer and Exaprint reporting units, due in part to the reemergence of new pandemic-related lockdowns and restrictions in certain European countries which has resulted in a more prolonged reduction to cash flows when compared to the cash flows forecasted in our most recent impairment analysis that was performed during the third quarter of fiscal 2020. As required, prior to performing the quantitative goodwill impairment test, we first evaluated the recoverability of long-lived assets as the change in expected long-term cash flows is indicative of a potential impairment. We performed the recoverability test using undiscounted cash flows for the asset groups of all three reporting units and concluded that no impairment of long-lived assets exists. After performing the long-lived assets recoverability test, we performed a quantitative assessment of goodwill of the three reporting units and compared the carrying value to the estimated fair value. For each reporting unit, the estimated fair value of the reporting unit exceeded the related carrying value and we concluded that no impairment exists. We used the income approach, specifically the discounted cash flow method, to derive the fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income producing assets. We considered using the market approach but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available. The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. Our goodwill analysis requires significant judgment, including the identification of reporting units and the amount and timing of expected future cash flows. While we believe our assumptions are reasonable, actual results could differ from our projections. Although some of our businesses are experiencing more prolonged impacts that we expect will have a negative impact on near-term cash flows, we believe that these negative impacts are temporary. We did not identify triggering events for the reporting units that are performing better than previously estimated or maintained significant headroom in our most recent analysis. Fiscal 2020 During the third quarter of fiscal 2020, nearly all of our businesses had experienced significant declines in revenue during the month of March, due to the disruptions associated with the COVID-19 pandemic. As a result, we concluded that a triggering event existed for all ten reporting units with goodwill, which required us to perform an impairment test in the current quarter. We estimated the near-term financial impacts of this economic disruption and 20 utilized different scenarios that evaluate outcomes that would indicate more or less severe demand declines, as well as different time horizons for the post-pandemic recovery period. For seven of our reporting units, a significant level of headroom existed between the estimated fair value and carrying value of the reporting units at our May 31, 2019 test date, and significant headroom remained after considering the deterioration in cash flow due to COVID-19 or the reporting unit was recently acquired, resulting in no indication of impairment. For three of our reporting units, we identified triggering events that extend beyond the near-term impacts of the pandemic, which include reductions to the long-term profitability outlooks for our Exaprint, National Pen and VIDA reporting units. As a result of the considerations noted, we concluded it was more likely than not that the fair value of each of these three reporting units are below each of their respective carrying amount. Our goodwill impairment test resulted in impairment charges to our Exaprint reporting unit, included within The Print Group reportable segment, the National Pen reporting unit, and our VIDA reporting unit, included within our All Other Business reportable segment. Based on the goodwill impairment test performed, we recognized the following impairment charges during the three months ended March 31, 2020: • A partial impairment of the goodwill of our Exaprint reporting unit of $ 40,391 • A full impairment of the goodwill of our National Pen reporting unit of $ 34,434 • A full impairment of the goodwill of our VIDA reporting unit of $ 26,017 7. Business Combinations 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 is managed within 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 purposes is $ 19,667 . Additionally, we identified and valued 99designs intangible assets which include their trade name, designer network, and developed technology. 21 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) ( 625 ) n/a Identifiable intangible assets: Trade name 1,550 2 years Developed technology 13,400 3 years Designer network 5,800 7 years Goodwill (1) 70,792 n/a Total purchase price $ 88,691 n/a _________________ (1) During the third quarter of fiscal 2021 we recorded a measurement period adjustment totaling $ 609 to other liabilities which was offset against goodwill. 99designs 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 nine months ended March 31, 2021 are not material, and therefore no proforma financial information is presented. We used our credit facility to finance the acquisition. In connection with the acquisition, we incurred $ 1,183 in general and administrative expenses during the nine months ended March 31, 2021, primarily related to legal, financial, and other professional services. 8. Other Balance Sheet Components Accrued expenses included the following: March 31, 2021 June 30, 2020 Compensation costs $ 74,170 $ 67,307 Income and indirect taxes 52,054 53,161 Advertising costs (1) 28,401 14,746 Interest payable (2) 26,700 8,359 Production costs 6,412 7,012 Sales returns 5,997 5,166 Shipping costs 7,541 5,080 Professional fees 3,286 3,452 Purchases of property, plant and equipment 1,292 1,685 Other 59,740 44,796 Total accrued expenses $ 265,593 $ 210,764 _________________ (1 ) The increase in advertising costs is primarily due to expanded return thresholds for performance advertising channels in our Vistaprint business as compared to the fourth quarter of fiscal 2020, in addition to investment in upper-funnel advertising. (2) The increase in interest payable as of March 31, 2021, is due to the interest on our 2026 Notes being payable se mi-annually on June 15 and December 15 of each year. Refer to Note 9 for further detail. 22 Other current liabilities included the following: March 31, 2021 June 30, 2020 Current portion of finance lease obligations $ 9,336 $ 8,055 Short-term derivative liabilities 19,417 3,521 Other (1) 48,916 1,692 Total other current liabilities $ 77,669 $ 13,268 _____________________ ( 1) The increase in other current liabilities is driven by the deferred payment related to the 99designs acquisition totaling $ 43,691 , which was included in other long-term liabilities as of December 31, 2020. Refer to Note 7 for additional details . Other liabilities included the following: March 31, 2021 June 30, 2020 Long-term finance lease obligations $ 17,695 $ 18,617 Long-term derivative liabilities 42,162 51,800 Other 32,929 17,770 Total other liabilities $ 92,786 $ 88,187 9. Debt March 31, 2021 June 30, 2020 7.0% Senior unsecured notes due 2026 $ 600,000 $ 600,000 Senior secured credit facility 471,500 570,483 12.0% Second lien notes due 2025 300,000 300,000 Other 12,629 11,694 Debt issuance costs and debt premiums (discounts) ( 42,883 ) ( 48,587 ) Total debt outstanding, net 1,341,246 1,433,590 Less: short-term debt (1) 9,012 17,933 Long-term debt $ 1,332,234 $ 1,415,657 _____________________ (1) Balances as of March 31, 2021 and June 30, 2020 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 10,932 and $ 10,362 , respectively. Our Debt Our various debt arrangements described below contain customary representations, warranties and events of default. As of March 31, 2021, we were in compliance with all financial and other covenants under the amended credit agreement (which have been reinstated with modified terms, as described below), 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 earlier of the date on which we published our financial results for the quarter ending December 31, 2021 and the date on which we elected to exit the Covenant Suspension Period. On February 16, 2021, we elected to end the Covenant Suspension Period early, and amended our financial maintenance covenants through and including the quarter ending September 30, 2022. A summary of these changes are as follows: • Maximum Leverage Ratio of Consolidated Total Indebtedness to Consolidated EBITDA for the four trailing fiscal quarters of 5.25 to 1.00 during the period from February 16, 2021 through and including September 30, 2022 (the “Covenant Adjustment Period”) and 4.75 to 1.00 following the Covenant Adjustment Period 23 • Maximum Senior Secured Leverage Ratio of Consolidated Senior Secured Indebtedness to Consolidated EBITDA for the four trailing fiscal quarters of 3.00 to 1.00 during the Covenant Adjustment Period and 3.25 to 1.00 following the Covenant Adjustment Period • Minimum Interest Coverage Ratio of Consolidated EBITDA to Consolidated Interest Expense to the extent paid in cash, in each case for the four trailing fiscal quarters, of 3.00 to 1.00 , but if Cimpress repays in full its 12.0% Senior Secured Notes Due 2025, then the calculation of Consolidated Interest Expense excludes all cash interest expense in respect of such Second Lien Notes incurred in the fiscal quarter during which the Second Lien Notes are repaid as well as the three preceding fiscal quarters In addition, the February 2021 amendment modified several of the negative covenants that limit certain activities and actions of our business, including but not limited to removing most of the more restrictive limitations on investments, acquisitions, and restricted payments that were in place during the Covenant Suspension Period. The maturity date was not changed as part of the February 2021 amendment and remains in November 2024, but will reset to February 2025 upon redemption of our senior secured notes. Additionally, the capacity of our senior secured credit facility was not changed and includes an $ 850,000 revolver and $ 142,500 term loan. As of March 31, 2021, we have drawn commitments under the credit facility of $ 471,500 as follows: • Revolving loans of $ 329,000 with a maturity date of November 15, 2024 • Term loans of $ 142,500 amortizing over the loan period, with a final maturity date of November 15, 2024 As of March 31, 2021, the weighted-average interest rate on outstanding borrowings was 5.41 %, inclusive of interest rate swap rates. We are also required to pay a commitment fee on unused balances of 0.35 % to 0.50 % depending on our total leverage ratio. We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our outstanding debt as of March 31, 2021. Second Lien Notes On May 1, 2020, we completed a private placement of $ 300,000 in aggregate principal of 12 % second lien notes due 2025 (the "Second Lien Notes") and warrants to funds managed by affiliates of Apollo Global Management, Inc. (the "Apollo Funds"). These Second Lien Notes and warrants were issued at a discount of $ 6,000 , resulting in net proceeds of $ 294,000 . We used the proceeds to pay down a portion of the term loans under our senior secured credit facility and to pay fees and expenses incurred in connection with the financing and the above-described amendment. The Second Lien Notes bear interest at 12 % per annum, 50% of which can be paid-in-kind at our option, and mature on May 15, 2025. We may prepay the Second Lien Notes in whole or in part after the first anniversary with a 3% premium, after the second anniversary with a 1% premium, and after the third anniversary with no premium with proceeds from certain debt financings. We intend to prepay the Second Lien Notes on the first call date in May 2021. Each of Cimpress subsidiaries that guarantees our obligations under our senior secured credit agreement guarantees the Second Lien Notes. The Second Lien Notes and the guarantees thereof rank equal in right of payment with existing and future senior indebtedness of Cimpress, including Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement, and are secured by the same assets securing Cimpress' and the subsidiary guarantors' obligations under the senior secured credit agreement on a second lien basis subject to limited exceptions and the terms of the intercreditor agreement among Cimpress, the subsidiary guarantors, JPMorgan Chase Bank, N.A. as administrative agent under the senior secured credit agreement, and U.S. Bank National Association as collateral agent under the indenture for the Second Lien Notes. The Apollo Funds also received 7-year warrants to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance. Based on the terms of the purchase agreement, the two instruments exist separately and should be treated as separate securities; therefore the warrants are considered to be detachable. 24 The warrants have an exercise price of $ 60 per share, representing an approximately 17 % premium to the 10-day volume weighted average price of our shares as of April 28, 2020. The warrants are classified as equity as they are strictly redeemable in our own shares, and they may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. Senior Unsecured Notes We have issued $ 600,000 in aggregate principal of 7.0% senior unsecured notes due 2026 (the "2026 Notes"). 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. Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2021 and June 30, 2020, we had $ 12,629 and $ 11,694 , respectively, outstanding for those obligations that are payable through January 2026. 10. Income Taxes Our income tax expense was $ 3,927 and $ 23,675 for the three and nine months ended March 31, 2021, respectively, compared to income tax expense of $ 1,039 for the three months ended March 31, 2020, and income tax benefit of $ 86,641 for the nine months ended March 31, 2020. For the period ended March 31, 2020, we calculated our year-to-date income tax on ordinary income based on the actual year-to-date effective tax rate rather than the estimated annual tax rate. The increased tax expense for the three months ended March 31, 2021 was primarily due to a higher forecasted effective tax rate as compared to the actual effective tax rate for the same prior year period. In the nine months ended March 31, 2020, we recognized a discrete tax benefit of $ 114,114 related to Swiss Tax Reform. Excluding this benefit, tax expense would have decreased, primarily attributable to decreased pre-tax income for the nine months ended March 31, 2021 as compared to the same prior year period. 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 and a less favorable mix of earnings. Our effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. During the nine months ended March 31, 2021, our unrecognized tax benefits increased by $ 8,264 , primarily due to tax positions taken in prior periods for which we have determined it is more likely than not that they will not be sustained upon audit. As of March 31, 2021, we had unrecognized tax benefits of $ 14,495 , including accrued interest and penalties of $ 914 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in the provision for income taxes. If recognized, $ 8,051 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 related to the lapse of applicable statutes of limitations, but we expect any such reduction to be immaterial. 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 2015 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. 25 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 March 31, 2021, 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 . All Other Businesses On October 1, 2018, we acquired approximately 99 % of the outstanding equity interests of BuildASign LLC. The remaining 1 % is considered a redeemable noncontrolling equity interest, as it is redeemable for cash based on future financial results through put and call rights and not solely within our control. During the nine months ended March 31, 2021, 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 2,500 Distribution to noncontrolling interest ( 4,599 ) Purchase of noncontrolling interest ( 5,063 ) Foreign currency translation 1,220 Balance as of March 31, 2021 $ 64,250 12. Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of March 31, 2021, 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 26 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, WeChat and e-commerce platforms to enhance brand awareness and competitiveness and develop new markets. Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs. The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs. Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. 27 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Revenue (1): Vistaprint $ 327,454 $ 316,310 $ 1,093,062 $ 1,092,786 PrintBrothers 93,997 109,496 315,915 345,403 The Print Group 59,945 68,537 202,586 228,494 National Pen 62,220 68,362 244,561 266,510 All Other Businesses 44,062 39,237 142,905 131,287 Total segment revenue 587,678 601,942 1,999,029 2,064,480 Inter-segment eliminations ( 8,827 ) ( 3,982 ) ( 47,533 ) ( 12,228 ) Total consolidated revenue $ 578,851 $ 597,960 $ 1,951,496 $ 2,052,252 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. Three Months Ended March 31, 2021 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 214,663 $ — $ — $ 33,398 $ 39,407 $ 287,468 Europe 73,524 93,831 57,536 19,731 — 244,622 Other 38,656 — — 4,012 4,093 46,761 Inter-segment 611 166 2,409 5,079 562 8,827 Total segment revenue 327,454 93,997 59,945 62,220 44,062 587,678 Less: inter-segment elimination ( 611 ) ( 166 ) ( 2,409 ) ( 5,079 ) ( 562 ) ( 8,827 ) Total external revenue $ 326,843 $ 93,831 $ 57,536 $ 57,141 $ 43,500 $ 578,851 Nine Months Ended March 31, 2021 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 715,494 $ — $ — $ 112,397 $ 128,013 $ 955,904 Europe 277,649 315,336 187,257 87,913 — 868,155 Other 98,215 — — 16,359 12,863 127,437 Inter-segment 1,704 579 15,329 27,892 2,029 47,533 Total segment revenue 1,093,062 315,915 202,586 244,561 142,905 1,999,029 Less: inter-segment elimination ( 1,704 ) ( 579 ) ( 15,329 ) ( 27,892 ) ( 2,029 ) ( 47,533 ) Total external revenue $ 1,091,358 $ 315,336 $ 187,257 $ 216,669 $ 140,876 $ 1,951,496 Three Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 222,294 $ — $ — $ 41,093 $ 35,040 $ 298,427 Europe 74,335 109,246 67,617 21,146 — 272,344 Other 18,074 — — 5,142 3,973 27,189 Inter-segment 1,607 250 920 981 224 3,982 Total segment revenue 316,310 109,496 68,537 68,362 39,237 601,942 Less: inter-segment elimination ( 1,607 ) ( 250 ) ( 920 ) ( 981 ) ( 224 ) ( 3,982 ) Total external revenue $ 314,703 $ 109,246 $ 67,617 $ 67,381 $ 39,013 $ 597,960 28 Nine Months Ended March 31, 2020 Vistaprint PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 753,724 $ — $ — $ 137,035 $ 114,667 $ 1,005,426 Europe 269,936 344,581 226,156 104,346 — 945,019 Other 63,666 — — 22,201 15,940 101,807 Inter-segment 5,460 822 2,338 2,928 680 12,228 Total segment revenue 1,092,786 345,403 228,494 266,510 131,287 2,064,480 Less: inter-segment elimination ( 5,460 ) ( 822 ) ( 2,338 ) ( 2,928 ) ( 680 ) ( 12,228 ) Total external revenue $ 1,087,326 $ 344,581 $ 226,156 $ 263,582 $ 130,607 $ 2,052,252 The following table includes segment EBITDA by reportable segment, total (loss) income from operations and total (loss) income before income taxes. Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Segment EBITDA: Vistaprint $ 64,333 $ 73,780 $ 266,821 $ 299,941 PrintBrothers 7,560 8,686 33,732 35,922 The Print Group 6,475 10,934 31,227 42,673 National Pen ( 3,324 ) ( 1,244 ) 4,733 17,005 All Other Businesses 6,515 3,187 25,781 8,572 Total segment EBITDA 81,559 95,343 362,294 404,113 Central and corporate costs ( 34,144 ) ( 38,344 ) ( 96,148 ) ( 110,402 ) Depreciation and amortization ( 42,809 ) ( 41,840 ) ( 128,696 ) ( 126,731 ) Proceeds from insurance ( 122 ) — ( 122 ) — Certain impairments and other adjustments ( 20,563 ) ( 101,976 ) ( 21,131 ) ( 102,736 ) Restructuring-related charges 382 ( 919 ) ( 1,714 ) ( 5,006 ) Total (loss) income from operations ( 15,697 ) ( 87,736 ) 114,483 59,238 Other income (expense), net 9,785 22,537 ( 16,167 ) 29,171 Interest expense, net ( 29,002 ) ( 17,262 ) ( 89,659 ) ( 48,050 ) (Loss) income before income taxes $ ( 34,914 ) $ ( 82,461 ) $ 8,657 $ 40,359 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Depreciation and amortization: Vistaprint $ 14,881 $ 14,609 $ 43,420 $ 45,291 PrintBrothers 5,493 5,064 16,464 15,872 The Print Group 6,630 6,083 19,852 18,925 National Pen 6,304 6,294 18,626 17,398 All Other Businesses 4,524 6,049 14,783 17,910 Central and corporate costs 4,977 3,741 15,551 11,335 Total depreciation and amortization $ 42,809 $ 41,840 $ 128,696 $ 126,731 29 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Purchases of property, plant and equipment: Vistaprint $ 2,411 $ 134 $ 6,860 $ 10,831 PrintBrothers 286 2,397 1,424 3,396 The Print Group 980 4,949 6,910 13,943 National Pen 679 728 3,503 3,505 All Other Businesses 744 1,523 2,712 3,893 Central and corporate costs 846 813 1,327 3,070 Total purchases of property, plant and equipment $ 5,946 $ 10,544 $ 22,736 $ 38,638 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Capitalization of software and website development costs: Vistaprint $ 10,414 $ 5,895 $ 21,830 $ 15,674 PrintBrothers 379 90 970 712 The Print Group 398 374 1,061 1,249 National Pen 604 775 1,673 2,590 All Other Businesses 897 890 2,639 2,969 Central and corporate costs 6,184 4,383 17,148 12,630 Total capitalization of software and website development costs $ 18,876 $ 12,407 $ 45,321 $ 35,824 The following table sets forth long-lived assets by geographic area: March 31, 2021 June 30, 2020 Long-lived assets (1): United States $ 87,136 $ 161,853 Netherlands 76,449 82,897 Canada 57,685 67,367 Switzerland 65,269 58,013 Italy 46,559 46,317 Jamaica 20,802 21,563 Australia 21,060 19,695 France 25,564 23,917 Japan 15,168 15,430 Other 96,964 94,922 Total $ 512,656 $ 591,974 ___________________ (1) Excludes goodwill of $ 706,626 and $ 621,904 , intangible assets, net of $ 194,502 and $ 209,228 , and deferred tax assets of $ 135,491 and $ 143,496 as of March 31, 2021 and June 30, 2020, respectively. 13. Commitments and Contingencies Purchase Obligations At March 31, 2021, we had unrecorded commitments under contract of $ 211,311 , including third-party web services of $ 96,741 , software of $ 54,548 , inventory and third-party fulfillment purchase commitments of $ 18,976 , advertising of $ 15,058 , professional and consulting fees of $ 7,405 , production and computer equipment purchases of $ 2,430 and other unrecorded purchase commitments of $ 16,153 . 30 Other Obligations We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 44,680 in aggregate as of March 31, 2021. This balance includes the deferred payment related to the 99designs acquisition totaling $ 43,691 . Refer to Note 7 for additional details. Modification of Lease Obligations On January 6, 2021, we entered into an arrangement that modifies the lease agreement for our Waltham, Massachusetts office location, which results in us retaining a small portion of the previously leased office space in exchange for a reduction to our monthly rent payments for the space we no longer lease. As part of the agreement, we were required to pay a termination fee of $ 8,761 in two equal installments. The first payment was made on January 6, 2021, and the remaining amount was paid on April 1, 2021. The termination fee is inclusive of the rent that would have otherwise been paid on the leased space through June 2021 while it remained vacant. We separately entered into a lease agreement for a new office location in Waltham, Massachusetts which will commence on June 1, 2021. Prior to the amendment, the total remaining lease commitments through September 2026 were $ 64,811 . Under the modified lease term, combined with the new lease arrangement, the total lease commitments through September 2026 will be $ 20,183 , excluding the termination penalties included above. Legal Proceedings We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. 14. Restructuring Charges Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets and other related costs including third-party professional and outplacement services. During the three months ended March 31, 2021, we recognized restructuring benefits of $ 382 due to changes in prior estimates, while during the nine months ended March 31, 2021 we recognized costs of $ 1,714 , due to organizational changes within The Print Group segment intended to streamline certain activities. During the three and nine months ended March 31, 2020, we recognized restructuring charges of $ 919 and $ 5,006 , respectively, related primarily to charges within our Vistaprint reportable segment. The following table summarizes the restructuring activity during the nine months ended March 31, 2021: Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2020 $ 5,969 $ 77 $ 6,046 Restructuring charges 1,071 643 1,714 Cash payments ( 4,105 ) — ( 4,105 ) Non-cash charges (1) — ( 643 ) ( 643 ) Accrued restructuring liability as of March 31, 2021 $ 2,935 $ 77 $ 3,012 (1) Non-cash charges primarily include the write-off of property, plant and equipment, net in The Print Group segment to streamline certain activities. 15. Subsequent Event On April 15, 2021, we announced plans to issue a senior secured Term Loan B to repay existing secured debt and bring additional liquidity onto our balance sheet. We expect this transaction to close in the fourth quarter of fiscal year 2021. The secured Term Loan B is expected to consist of a $ 795,000 tranche and a € 300,000 tranche, 31 both due 2028. We plan to use the new debt to redeem all of our 12% Second Lien Notes due 2025, repay amounts drawn under our revolving credit facility and repay all borrowings in respect of our Term Loan A under our secured credit facility. The transaction would be approximately net leverage neutral on a pro-forma basis. The Second Lien notes would be redeemed at the first call date in mid-May 2021. The Term Loan A would terminate and Cimpress would retain a $ 250,000 revolving credit facility maturing in 2026. 32