What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-08-06 compared with 2020-08-11 · 666 added, 768 removed, 984 unchanged (59% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations 48

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Comprehensive (Loss) Income 49

Consolidated Statements of Shareholders’ Equity (Deficit) 50

Consolidated Statements of Cash Flows 53

3 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cimpress plc (formerly known as Cimpress N.V.), and its subsidiaries (the “Company”) as of June 30, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended June 30, 2020, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended June 30, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leasing arrangements in 2019.

Basis for Opinions

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial

reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Quantitative Impairment Assessment - Exaprint and National Pen Reporting Units

Goodwill - Quantitative Impairment Assessments - Druck and Exaprint Reporting Units

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $727 million as of June 30, 2021.

During March 2020, all of the Company’s businesses experienced varying levels of decline in revenue due to the disruptions associated with the COVID-19 pandemic.

Although management expects the impacts to be temporary, the negative effects of the pandemic on revenue and profitability triggered an assessment of goodwill, as management expected some of its businesses to achieve materially lower financial results than previously expected.

Management’s March 31, 2020 goodwill impairment test resulted in impairment charges to the Exaprint reporting unit of $40.4 million, included within The Print Group reportable segment, and the National Pen reporting unit of $34.4 million.

During the third quarter of fiscal year 2021, management evaluated whether any triggering events existed across each of its reporting units to determine whether an impairment analysis was necessary.

Management identified triggering events for the Druck and Exaprint reporting units, due in part to the reemergence of new pandemic-related lockdowns and restrictions in certain European countries, which resulted in a more prolonged reduction to cash flows when compared to the cash flows forecasted in the most recent impairment analysis that was performed during the third quarter of fiscal year 2020.

Management performed a quantitative assessment of goodwill of the 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 management concluded that no impairment existed.

Management used the income approach, specifically the discounted cash flow method, to derive the fair value.

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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.

The discount rate used in the fair value analysis is based on a weighted average cost of capital, which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessments for the Exaprint and National Pen reporting units is a critical audit matter are the significant judgment by management when developing the fair value of the reporting units, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures over the significant assumptions related to the revenue growth rates, operating margins, and discount rates;

and the audit effort involved the use of professionals with specialized skill and knowledge.

The discount rate used in the fair value analysis is based on a weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessments for the Druck and Exaprint reporting units is a critical audit matter are the significant judgment by management when developing the fair value measurement of the reporting units, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, operating margins, and discount rates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the significant assumptions used in the valuation of the Exaprint and National Pen reporting units.

These procedures also included, among others, (i) testing management’s process for developing the fair value of the reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Druck and Exaprint reporting units.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the reporting units;

(ii) evaluating the appropriateness of the discounted cash flow model;

(iii) testing the completeness, accuracy and relevance of underlying data used in the model;

and (iv) evaluating the reasonableness of management’s significant assumptions related to the revenue growth rates, operating margins, and discount rates.

Evaluating the reasonableness of management’s significant assumptions related to the revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting units, the consistency with external market and industry data, and

whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company's discounted cash flow model and the reasonableness of the discount rates.

(iii) testing the completeness and accuracy of underlying data used in the model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, operating margins, and discount rates.

Evaluating management’s assumptions related to the revenue growth rates and operating margins involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting units, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

The discount rates were evaluated by considering the weighted cost of capital of comparable businesses, other industry factors and prior discounted cash flow analyses.

/s/ PricewaterhouseCoopers LLP

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(in thousands, except share and per share data)

2021 June 30,

Current assets:

Cash and cash equivalents $ 183,023 $ 45,021

Marketable securities 152,248 —

Accounts receivable, net of allowances of $9,404 and $9,651, respectively

50,679 34,596

Inventory 70,044 80,179

Prepaid expenses and other current assets 72,504 88,608

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Deferred tax assets 149,618 143,496

Goodwill 726,979 621,904

Intangible assets, net 186,744 209,228

Liabilities, noncontrolling interests and shareholders’ (deficit) equity

Marketable securities, non-current 50,713 —

Other assets 35,951 25,592

Total assets $ 2,182,498 $ 1,815,006

Liabilities, noncontrolling interests and shareholders’ deficit

Current liabilities:

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Long-term debt 1,732,511 1,415,657

Lease financing obligation (1)

Operating lease liabilities, non-current 66,222 128,963

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Redeemable noncontrolling interests 71,120 69,106

Shareholders’ (deficit) equity:

Shareholders’ deficit:

Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized;

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44,080,627 shares issued;

and 25,885,675 and 30,445,669 shares outstanding, respectively

26,035,910 and 25,885,675 shares outstanding, respectively

Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding 28 28

Treasury shares, at cost, 18,044,717 and 18,194,952 shares, respectively

( 1,368,595 ) ( 1,376,496 )

Additional paid-in capital 459,904 438,616

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Accumulated other comprehensive loss ( 79,000 ) ( 88,676 )

Total shareholders' (deficit) equity

Total liabilities, noncontrolling interests and shareholders’ (deficit) equity

____________________

(1) Due to our adoption of the new leasing standard on July 1, 2019, we recognized operating lease assets and liabilities.

Additionally, all costs previously capitalized for our build-to-suit leases included in property, plant and equipment, net and lease financing obligation have been de-recognized and are now classified as operating leases.

Refer to Note 2 for additional details.

Total shareholders' deficit ( 449,371 ) ( 407,476 )

Total liabilities, noncontrolling interests and shareholders’ deficit $ 2,182,498 $ 1,815,006

See accompanying notes.

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Year Ended June 30,

2021 2020 2019

Revenue $ 2,592,513 $ 2,481,358 $ 2,751,076

Cost of revenue (1) 1,316,441 1,248,871 1,401,344

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Impairment of goodwill — 100,842 7,503

(Gain) on sale of subsidiaries

Income from operations 123,510 55,969 163,607

Other income (expense), net

Other (expense) income, net ( 11,835 ) 22,874 26,476

Interest expense, net ( 119,368 ) ( 75,840 ) ( 63,171 )

Loss on early extinguishment of debt ( 48,343 ) — —

Income before income taxes

Income tax (benefit) expense

(Loss) income before income taxes ( 56,036 ) 3,003 126,912

Income tax expense (benefit) 18,903 ( 80,992 ) 33,432

Net (loss) income ( 74,939 ) 83,995 93,480

Net (income) loss attributable to noncontrolling interest ( 2,772 ) ( 630 ) 1,572

Net income attributable to Cimpress plc

Basic net income per share attributable to Cimpress plc

Diluted net income per share attributable to Cimpress plc

Net (loss) income attributable to Cimpress plc $ ( 77,711 ) $ 83,365 $ 95,052

Basic net (loss) income per share attributable to Cimpress plc $ ( 2.99 ) $ 3.07 $ 3.09

Diluted net (loss) income per share attributable to Cimpress plc $ ( 2.99 ) $ 3.00 $ 3.00

Weighted average shares outstanding — basic 25,996,572 27,180,744 30,786,349

3 unchanged sentences

Year Ended June 30,

2021 2020 2019

Cost of revenue $ 387 $ 486 $ 455

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See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Year Ended June 30,

Other comprehensive income, net of tax:

2021 2020 2019

Net (loss) income $ ( 74,939 ) $ 83,995 $ 93,480

Other comprehensive (loss) income, net of tax:

Foreign currency translation gains, net of hedges 5,397 10,933 6,667

Net unrealized (losses) gains on derivative instruments designated and qualifying as cash flow hedges

Amounts reclassified from accumulated other comprehensive loss to net income on derivative instruments

(Loss) gain on pension benefit obligation, net

Comprehensive income

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 10,336 ( 24,570 ) ( 23,409 )

Amounts reclassified from accumulated other comprehensive (loss) income to net (loss) income on derivative instruments ( 4,089 ) 5,774 3,932

Loss on pension benefit obligation, net ( 336 ) ( 1,195 ) ( 204 )

Comprehensive (loss) income ( 63,631 ) 74,937 80,466

Comprehensive (income) loss attributable to noncontrolling interests ( 4,404 ) ( 391 ) 4,537

Total comprehensive income attributable to Cimpress plc

Total comprehensive (loss) income attributable to Cimpress plc $ ( 68,035 ) $ 74,546 $ 85,003

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(in thousands)

Ordinary Shares

Treasury Shares

Accumulated Other

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

Shareholders’

Balance at June 30, 2017

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes

Restricted share units vested, net of shares withheld for taxes

Grant of restricted share awards

Share-based compensation expense

Purchase of ordinary shares

Net income attributable to Cimpress plc

Adoption of new accounting standard

Amounts reclassified from accumulated other comprehensive loss to retained earnings

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges

Foreign currency translation, net of hedges

Unrealized gain on pension benefit obligation, net of tax

Equity (Deficit)

Balance at June 30, 2018 44,080 $ 615 — $ — ( 13,206 ) $ ( 685,577 ) $ 395,682 $ 452,756 $ ( 69,814 ) $ 93,662

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See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)

(in thousands)

Ordinary Shares

Deferred Ordinary Shares

Treasury Shares

Accumulated Other

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

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See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)

(in thousands)

Ordinary Shares Deferred Ordinary Shares Treasury Shares

Issued Amount Number of

Issued Amount Number

Shares Amount Additional

Capital Retained

Earnings Accumulated Other

Comprehensive

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 )

Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 30 3 ( 2,283 ) — — ( 2,280 )

Restricted share units vested, net of shares withheld for taxes — — — — 120 7,898 ( 13,655 ) — — ( 5,757 )

Share-based compensation expense — — — — — — 37,226 — — 37,226

Net loss attributable to Cimpress plc — — — — — — — ( 77,711 ) — ( 77,711 )

Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 3,049 ) — ( 3,049 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 6,247 6,247

Foreign currency translation, net of hedges — — — — — — — — 3,765 3,765

Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 336 ) ( 336 )

Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 537,677 $ ( 79,000 ) $ ( 449,371 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Year Ended June 30,

2021 2020 2019

Operating activities

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 74,939 ) $ 83,995 $ 93,480

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 173,212 167,943 173,771

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Share-based compensation expense 37,034 34,874 21,716

Impairment of long-lived assets 19,882 — —

Deferred taxes ( 10,284 ) ( 106,864 ) 6,838

Gain on sale of subsidiaries

Loss on early extinguishment of debt 48,343 — —

Change in contingent earn-out liability

Unrealized (loss) gain on derivatives not designated as hedging instruments included in net income

Unrealized loss (gain) on derivatives not designated as hedging instruments included in net (loss) income 17,323 7,731 ( 5,358 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 7,278 ) ( 802 ) ( 4,364 )

Payments of contingent consideration in excess of acquisition date fair value

Other non-cash items 7,041 11,229 9,209

1 unchanged sentence

Accounts receivable ( 11,474 ) 26,659 ( 4,186 )

Inventory 16,382 ( 18,328 ) ( 3,627 )

Prepaid expenses and other assets ( 2,606 ) 11,946 4,475

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Business acquisitions, net of cash acquired ( 53,410 ) ( 4,272 ) ( 289,920 )

Purchases of intangible assets

Capitalization of software and website development costs ( 60,937 ) ( 43,992 ) ( 48,652 )

Purchases of marketable securities ( 203,581 ) — —

Proceeds from the sale of assets 5,696 1,644 640

Proceeds from (payments for) settlement of derivatives designated as hedging instruments

(Payments of) proceeds from settlement of derivatives designated as hedging instruments ( 3,291 ) 29,791 ( 12,016 )

Other investing activities ( 269 ) 1,556 345

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Proceeds from borrowings of debt 665,682 1,281,490 1,140,607

Proceeds from Term Loan B 1,149,751 — —

Proceeds from issuance of senior notes — 210,500 —

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Payments of debt ( 1,242,606 ) ( 1,337,334 ) ( 947,696 )

Payments for early redemption of senior notes

Payments of early redemption fees for senior notes

Payments for early redemption of second lien notes ( 309,000 ) — —

Payments of debt issuance costs ( 11,963 ) ( 22,570 ) ( 2,729 )

2 unchanged sentences

Payments of finance lease obligations ( 8,000 ) ( 9,511 ) ( 17,063 )

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

Year Ended June 30,

Purchase of noncontrolling interests ( 5,063 ) — ( 85,520 )

2 unchanged sentences

Proceeds from issuance of ordinary shares ( 2,280 ) 6 3,403

Issuance of loans

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

Year Ended June 30,

2021 2020 2019

Distribution to noncontrolling interest ( 4,747 ) ( 3,955 ) ( 3,375 )

Other financing activities ( 684 ) ( 1,758 ) 2,144

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities 224,128 ( 258,255 ) 81,989

Effect of exchange rate changes on cash 2,969 ( 3,583 ) ( 1,866 )

Change in cash held for sale

Net increase (decrease) in cash and cash equivalents 138,002 9,742 ( 8,948 )

3 unchanged sentences

Cash paid during the period for:

Interest $ 116,977 $ 72,906 $ 63,940

Income taxes 27,870 13,520 26,369

Non-cash investing and financing activities

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(1) Due to our adoption of the new leasing standard on July 1, 2019, any costs previously capitalized for a build-to-suit lease and included in the financing lease obligation are now classified as an operating lease and the lease financing obligation has been de-recognized.

Refer to Note 2 for additional details.

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended June 30, 2020, 2019 and 2018

(in thousands, except share and per share data)

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We limit all other central activities to only those which absolutely must be performed centrally.

On December 3, 2019, Cimpress moved its place of incorporation from the Netherlands to Ireland through a cross-border merger in which Cimpress N.V., a Dutch public limited company, merged with and into Cimpress plc, an Irish public limited company, with Cimpress plc surviving the Irish Merger.

As a result of the Irish Merger, all of Cimpress N.V.'s outstanding ordinary shares, par value € 0.01 per share, were exchanged on a one-for-one basis for newly issued ordinary shares, nominal value of € 0.01 per share, of Cimpress plc, and Cimpress plc assumed all of Cimpress N.V.'s existing rights and obligations.

In conjunction with the Irish Merger, 25,000 Cimpress plc deferred ordinary shares were issued to meet the Irish statutory minimum capital requirements of an Irish public limited company.

The deferred ordinary shares remain outstanding following the completion of the Irish Merger and will continue to be outstanding until redeemed or surrendered.

These deferred ordinary shares (i) do not have any voting rights;

(ii) do not entitle the holders thereof to any dividends or other distributions of Cimpress plc;

and (iii) do not entitle the holders thereof to participate in the surplus assets of Cimpress plc on a winding-up beyond, in total, the nominal value of such deferred ordinary shares held.

Accordingly, these deferred ordinary shares do not dilute the economic ownership of Cimpress plc shareholders.

The Irish Merger was accounted for as a merger between entities under common control.

The historical financial statements of Cimpress N.V.

for periods prior to the Irish Merger are considered to be the historical financial statements of Cimpress plc.

The Irish Merger has not had and is not expected to have a material impact on how Cimpress conducts its day-to-day operations, its financial position, consolidated effective tax rate, results of operations or cash flows.

Summary of Significant Accounting Policies

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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.

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, borrowing availability under our revolving credit facility, and the April 2020 temporary maintenance covenant suspension and capital raise as described in Note 10, will be sufficient to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.

Use of Estimates

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Actual results could differ from those estimates.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets.

Subsequent to June 30, 2020 , we are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of August 11, 2020 , the date of issuance of this Annual Report on Form 10-K.

These estimates may change as new events occur and additional information is obtained.

Actual results could differ materially from these estimates under different assumptions or conditions.

Throughout fiscal year 2021, the COVID-19 pandemic had a negative impact on most of our businesses, but we've experienced improving trends in customer demand throughout the fiscal year.

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, marketable securities 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.

Cash and Cash Equivalents

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Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities.

As of June 30, 2020, we reclassified $ 3,768 to short-term debt within our consolidated balance sheets and presented the overdraw within financing activities in our consolidated statement of cash flows.

We did not have a bank overdraw in the prior period.

As of June 30, 2020, we did not record a book overdraft, however as of June 30, 2019, we reclassified a book overdraft of $ 2,144 to other current liabilities.

We did not have a bank overdraw for the year ended June 30, 2021, while for the year ended June 30, 2020, we reclassified an overdraw of $ 3,768 to short-term debt within our consolidated balance sheets and presented the overdraw within financing activities in our consolidated statement of cash flows.

As of June 30, 2021 and 2020, we did not record a book overdraft.

Marketable Securities

We hold certain investments that are classified as held-to-maturity (HTM) as we have the intent and ability to hold them to their maturity dates.

Our policy is to invest in the following permitted classes of assets:

overnight money market funds invested in U.S.

Treasury securities and U.S.

government agency securities, U.S Treasury securities-specifically U.S Treasury bills, notes, and bonds, U.S.

government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes.

We generally invest in securities with a maturity of two years or less.

As the investments are classified as held-to-maturity they are recorded at amortized cost and interest income is recorded as it is earned within interest (expense) income.

We will continue to assess our securities for impairment when the fair value is less than amortized cost to determine if any risk of credit loss exists.

As our intent is to hold the securities to maturity, we must assess whether any credit losses related to our investments are recoverable, and determine if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.

For the year ended June 30, 2021 we did not record an allowance for credit losses and we recognized no impairments for these marketable securities.

The following is a summary of the held-to-maturity securities by type as of June 30, 2021 and as of June 30, 2020 we held no marketable securities:

Amortized cost Unrealized losses Fair value

June 30, 2021

Commercial paper $ 74,463 $ ( 28 ) $ 74,435

Corporate debt securities 128,498 ( 147 ) 128,351

Total $ 202,961 $ ( 175 ) $ 202,786

The following table summarizes the net carrying amount and fair value of the held-to maturity securities by contractual maturity.

Amortized cost Fair value

Due within one year or less

Commercial paper and corporate debt securities $ 152,248 $ 152,163

Due after one year through two years

Corporate debt securities 50,713 50,623

Total $ 202,961 $ 202,786

Accounts Receivable

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Inventories consist primarily of raw materials and are recorded at the lower of cost or net realizable value using the first-in, first-out method.

Costs to produce free products are included in cost of revenues as incurred.

Costs to produce products are included in cost of revenues as incurred.

Property, Plant and Equipment

5 unchanged sentences

Software and Web Site Development Costs

We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of websites and internal-use computer software.

Capitalization begins when the preliminary project stage is

complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

We capitalize eligible salaries and payroll-related costs of employees and third-party consultants who devote time to the development of websites and internal-use computer software.

Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally over a three year period.

39 unchanged sentences

If we determine that an extinguishment of one of our debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed.

For the revolving loans associated with our senior secured credit facility, all lender and third-party fees are capitalized, and in the event the amendment reduces the committed capacity under the revolving loans, we expense a portion of any unamortized fees on a pro-rata basis in proportion to the decrease in the committed capacity.

For the revolving loans associated with our senior secured credit facility, all lender and third-party fees are capitalized, and in the event an amendment reduces the committed capacity under the revolving loans, we expense a portion of any unamortized fees on a pro-rata basis in proportion to the decrease in the committed capacity.

Derivative Financial Instruments

3 unchanged sentences

Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges which could include interest rate swap contracts and cross-currency swap contracts.

In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss.

In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive (loss) income.

The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive (loss) income remains in accumulated other comprehensive (loss) income until the forecasted transaction is recognized in earnings.

7 unchanged sentences

We execute our derivative instruments with financial institutions that we judge to be credit-worthy, defined as institutions that hold an investment grade credit rating.

Mandatorily Redeemable Noncontrolling Interest

Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties.

The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and are to be redeemed via the transfer of assets.

Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value.

Shareholders’ (Deficit) Equity

Shareholders' Equity (Deficit)

Comprehensive Income (Loss)

5 unchanged sentences

Upon issuance of treasury shares we determine the cost using the average cost method.

During the fourth quarter of 2020, we issued warrants in conjunction with the issuance of second lien debt.

The warrants are legally detachable from the debt and settleable only in our shares.

We account for the warrants in accordance with ASC 470-20, Debt with Conversion and Other Options, which requires us to bifurcate and separately account for the detachable warrant as a separate equity instrument.

We bifurcate and separately account for a detachable warrant as a separate equity instrument.

The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt.

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We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet.

Refer to Note 10 for additional details related to the refinancing.

Refer to Note 10 for additional details.

Revenue Recognition

We generate revenue primarily from the sale and shipment of customized manufactured products.

To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.

We also generate revenue, to a much lesser extent (and primarily in our Vistaprint business) from digital services, website design and hosting, professional design services, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings.

Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services.

Shipping revenues are recognized when control of the related products is transferred to the customer.

For design service arrangements, we recognize revenue when the services are complete.

A portion of this revenue relates to design contests in which we have determined that we are the principal in the arrangement as we satisfy our contractual performance obligation to provide the customer with the benefit of our platform and network of designers.

Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied.

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We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation.

Accordingly, we recognize revenue

for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier.

Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier.

If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities.

We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer.

We do have some arrangements whereby the transfer of control, and thus

revenue recognition, occurs upon delivery to the customer.

If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price.

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We have elected to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time.

Additional revenue disaggregation disclosure requirements resulting from the adoption of ASC 606 are included in Note 16.

Restructuring

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Restructuring costs are presented as a separate financial statement line within our consolidated statement of operations.

For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, or severance benefits documented in an employee manual or labor contract, we evaluate these benefits under ASC 712 as ongoing benefit arrangements.

We recognize the liability for these arrangements when it is probable that the employee would be entitled to the benefits and the amounts can be reasonably estimated.

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Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes.

Stranded income tax effects in accumulated other comprehensive income or loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings.

We account for investment tax credits using the “deferral” method, under which the tax benefit from an investment tax credit is deferred and amortized over the book life of the related property.

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.

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.

Foreign Currency Translation

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The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss.

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations.

Other Income (Expense), Net

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

Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other (expense) income, net in our consolidated statements of operations.

Other (Expense) Income, Net

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

Year Ended June 30,

Gains on derivatives not designated as hedging instruments (1)

2021 2020 2019

(Losses) gains on derivatives not designated as hedging instruments (1) $ ( 20,728 ) $ 20,564 $ 23,494

Currency-related gains (losses), net (2) 8,523 2,309 2,506

Total other income (expense), net

Other gains 370 1 476

Total other (expense) income, net $ ( 11,835 ) $ 22,874 $ 26,476

_____________________

Primarily relates to both realized and unrealized gains 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.

(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 losses of $ 3,422 for the year ended June 30, 2021, related to certain interest rate swap contracts that were de-designated from hedge accounting during the year due to their ineffectiveness, which had an immaterial impact in the comparative periods.

As of June 30, 2021 we have redesignated several of our previously dedesignated hedge contracts.

Refer to Note 4 for additional information.

(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 years ended June 30, 2020, 2019 and 2018 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 gain related to cross-currency swaps was $ 929 for the year ended June 30, 2020 as compared to an unrealized loss of $ 3,484 for the year ended June 30, 2019, and an unrealized gain of $ 2,722 for the year ended June 30, 2018.

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”), restricted share awards ("RSAs"), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method.

The currency-related (losses) gains, net are primarily driven by this intercompany activity for the periods presented.

In addition, we have certain cross-currency swaps designated as cash flow hedges which hedge the remeasurement of certain intercompany loans;

both are presented in the same component above.

Unrealized losses related to cross-currency swaps were $ 7,211 for the year ended

June 30, 2021 as compared to unrealized gains of $929 for the year ended June 30, 2020, and unrealized losses of $ 3,484 for the year ended June 30, 2019.

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.

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Year Ended June 30,

2021 2020 2019

Weighted average shares outstanding, basic 25,996,572 27,180,744 30,786,349

Weighted average shares issuable upon exercise/vesting of outstanding share options/PSUs/RSUs/RSAs/warrants (1)

Shares used in computing diluted net income per share attributable to Cimpress plc

Weighted average anti-dilutive shares excluded from diluted net income per share attributable to Cimpress plc

Weighted average shares issuable upon exercise/vesting of outstanding share options/RSUs/warrants (1) — 592,542 876,356

Shares used in computing diluted net (loss) income per share attributable to Cimpress plc 25,996,572 27,773,286 31,662,705

Weighted average anti-dilutive shares excluded from diluted net (loss) income per share attributable to Cimpress plc (2) 494,329 1,325 —

_____________________

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

(2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding.

For the year ended June 30, 2020, the weighted average dilutive effect of the warrants was 73,719 shares.

For the years ended June 30 2021 and 2020, the weighted average anti-dilutive effect of the warrants was 368,933 and 73,719 shares, respectively.

Refer to Note 10 for additional details about the arrangement.

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The fair value of share options is determined using the Black-Scholes valuation model, or lattice model for share options with a market condition or subsidiary share options.

The fair value of RSUs and RSAs is determined based on the quoted price of our ordinary shares on the date of the grant.

The fair value of RSUs is determined based on the quoted price of our ordinary shares on the date of the grant.

Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance or market condition.

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For awards with a performance condition vesting feature, compensation cost is recorded if it is probable that the performance condition will be achieved.

We have issued performance share units, or PSUs, which are estimated at fair value on the date of grant, which is fixed throughout the vesting period.

We have issued PSUs, and we calculate the fair value at grant which is fixed throughout the vesting period.

The fair value is determined using a Monte Carlo simulation valuation model.

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For PSUs that meet the service vesting condition, the expense recognized over the requisite service period will not be reversed if the market condition is not achieved.

In addition to a service vesting and market condition (based on the three year moving average of the Cimpress share price) contained in our standard performance share units, we also issue awards that contain financial performance conditions.

These awards with a discretionary performance condition are subject to mark-to-market accounting throughout the performance vesting period.

The compensation expense for these awards is estimated at fair value using a Monte Carlo simulation valuation model and compensation costs are recorded only if it is probable that the performance condition will be achieved.

We are required to reassess the probability each reporting period.

If we determine the awards are not probable at some point during the performance vesting period we would reverse any expense recognized to date.

Total share-based compensation expense was $ 37,034 , $ 34,874 and $ 21,716 for the years ended June 30 2021, 2020 and 2019, respectively.

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Lease Accounting

Lease accounting - adoption of ASC 842

On July 1, 2019, we adopted ASC 842, Leases, using a modified retrospective transition approach.

Under the modified retrospective approach, we recognized any cumulative impacts as of the adoption date within retained earnings on our consolidated balance sheet.

We did not adjust the prior comparable period.

Additionally, as part of our transition, we elected several practical expedients that streamlined the transition to the new guidance whereby we did not reassess the following:

whether a lease under the prior standard continues to meet the definition of a lease under the new standard;

whether the application of the new standard would have an impact on the classification of our existing leases, with the exception of our build-to-suit leases;

the existence of any initial direct costs associated with our leases.

We also elected the practical expedient to account for our lease components as a single lease component rather than separating them into lease and nonlease components, which would have resulted in recognizing only the lease components in the measurement of our lease assets and liabilities.

This expedient was applied to all underlying classes of assets we lease.

We elected the short-term lease exception policy, permitting us to not apply the recognition requirements of ASC 842 to short-term leases, which are defined as leases with a term of twelve months or less.

Short-term leases are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of operations.

We determine the lease term by including the exercise of renewal options that are considered reasonably certain at lease inception.

The following table summarizes the cumulative effect of adopting the new lease standard as of the adoption date of July 1, 2019:

Consolidated Balance Sheet

As reported at

June 30, 2019

ASC 842 adjustments

Adjusted balance at

Prepaid expenses and other current assets

Property, plant and equipment, net

Operating lease assets, net

Deferred tax assets

Liabilities and shareholders' equity

Operating lease liabilities, current

Other current liabilities

Lease financing obligation

Operating lease liabilities, non-current

Other liabilities

Retained earnings

The new standard impacted the classification of our build-to-suit leases for our Waltham, Massachusetts and Dallas, Texas building leases, which resulted in a change of their classification to operating leases.

On July 1, 2019, we de-recognized the existing lease assets included within property, plant and equipment, net of $ 121,254 , the related lease financing obligations of $ 124,665 , and associated deferred rent of $ 418 .

This change resulted in an $ 817 decrease to deferred tax assets and a net increase to retained earnings of $ 2,989 .

In addition, on July 1, 2019, we recognized operating lease assets of $ 169,668 and operating lease liabilities of $ 176,383 , inclusive of our Waltham, Massachusetts lease which commenced prior to the transition date.

The difference between the operating lease assets and liabilities resulted from the reclassification of deferred rent and tenant allowance balances presented in other financial statement lines of the consolidated balance sheet, which are now included in the operating lease assets.

For the year ended June 30, 2020 , the change in lease classification for our build-to-suit leases resulted in a reduction to operating income within our consolidated statement of operations of $ 7,440 , with a corresponding decrease to interest expense, net.

In our consolidated statement of cash flows, the change in classification resulted in a decrease to cash from operating activities and increase to cash from financing activities of $ 4,117 during the year ended June 30, 2020 .

Other than the impact from our build-to-suit leases, the new standard did not have a material impact on our consolidated statement of operations and consolidated statement of cash flows.

Refer to Note 17 for additional lease disclosure.

Lease accounting policy

We determine if an arrangement contains a lease at contract inception.

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Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred.

Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area

maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor.

Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor.

We also make variable lease payments for certain print equipment leases that are determined based on production volumes.

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Accordingly, as the lessor incurs the construction project costs, the assets and corresponding financial obligation are recorded in our consolidated balance sheet.

Once the construction is completed, if the lease meets certain “sale-leaseback” criteria, we will remove the asset and related financial obligation from the balance sheet and treat the building lease as either an operating or finance lease based on our assessment of the guidance.

assessment of the guidance.

If, upon completion of construction, the project does not meet the “sale-leaseback” criteria, the lease will be treated as a financing obligation and we will depreciate the asset over its estimated useful life for financial reporting purposes.

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New Accounting Standards Adopted

In August 2018, the FASB issued Accounting Standards Update No.

2018-15 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)" (ASU 2018-15), which requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or expense as incurred.

The standard would be effective on July 1, 2020 and we early adopted the new standard on July 1, 2019.

The standard did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued Accounting Standards Update No.

2017-12, "Derivatives and Hedging:

Targeted Improvements to Accounting for Hedging Activities (Topic 815)," (ASU 2017-12), which better aligns a company’s financial reporting for hedging activities with the economic objectives of those activities.

We adopted the amendment on its effective date of July 1, 2019.

The standard requires a modified retrospective transition approach, and we recognized the cumulative effect of the change within shareholders' equity as of the date of adoption.

Upon transitioning to the new standard on July 1, 2019, we reversed the cumulative effect of expense previously recognized in earnings for the ineffective portion of our interest rate swap contracts, which resulted in an adjustment to retained earnings and accumulated other comprehensive loss within our consolidated balance sheet of $ 153 , net of tax.

We will prospectively recognize any ineffectiveness associated with our effective and designated cash flow hedges within accumulated other comprehensive loss, rather than in earnings.

These changes did not have a material impact on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No.

2016-02, "Leases (Topic 842)" (ASU 2016-02), which requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases.

The standard also retains a distinction between finance leases and operating leases.

We adopted the standard on its effective date of July 1, 2019.

Refer to the information above for additional details of the adoption.

Issued Accounting Standards to be Adopted

In December 2019, the FASB issued Accounting Standards Update No.

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Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting.

The standard is effective for us on July 1, 2020.

We do not expect the effect of ASU 2019-12 to have a material impact on our consolidated financial statements.

We early adopted the standard on July 1, 2020.

For the year ended June 30, 2021, 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 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.

The standard is effective for us on July 1, 2020.

We do not expect the effect of ASU 2016-13 to have a material impact on our consolidated financial statements.

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.

Issued Accounting Standards to be Adopted

In May 2021, the FASB issued Accounting Standards Update No.

2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

The standard is effective for us on July 1, 2022, and early adoption is permitted.

We are assessing the impact on our consolidated financial statements.

Fair Value Measurements

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June 30, 2021

Quoted Prices in

Total Quoted Prices in

Identical Assets

Significant Other

(Level 1) Significant Other

Observable Inputs

Cross-currency swap contracts

(Level 2) Significant

Currency forward contracts $ 1,679 $ — $ 1,679 $ —

Currency option contracts

Total assets recorded at fair value $ 1,679 $ — $ 1,679 $ —

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June 30, 2020

Quoted Prices in

Total Quoted Prices in

Identical Assets

Significant Other

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant

Interest rate swap contracts $ 4,462 $ — $ 4,462 $ —

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The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy.

As of June 30, 2021 our held-to-maturity marketable securities are held at an amortized cost of $ 202,961 and the fair value was $ 202,786 , and we did not hold any such securities as of June 30, 2020.

The securities are valued using quoted prices for identical assets in active markets, which fall into Level 1 under the fair value hierarchy.

The estimated fair value of assets and liabilities disclosed above may not be representative of actual values that could have been or will be realized in the future.

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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.

On July 1, 2019, we adopted the new hedge accounting standard, in which we no longer recognize the ineffective portion of an effective hedge within earnings, rather any ineffectiveness associated with any effective and designated hedge is recognized within accumulated other comprehensive loss.

Refer to Note 2 for additional details.

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.

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 (expense) income, net.

Hedges of Interest Rate Risk

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As of June 30, 2021, we estimate that $ 10,942 will be reclassified from accumulated other comprehensive loss to interest expense during the twelve months ending June 30, 2022.

As of June 30, 2020 , we had ten outstanding interest rate swap contracts indexed to USD LIBOR, of which seven of these instruments were designated as cash flow hedges of interest rate risk and have varying start dates and maturity dates through December 2025.

During the fourth quarter of fiscal 2020, we de-designated three contracts from hedge accounting due to an increased floor to our LIBOR borrowing costs related to the April 2020 amendment to our senior secured credit facility.

As a result of this change in the underlying debt being hedged, these three forward starting hedges were no longer highly effective.

These de-designated hedges have varying start dates and maturity dates through December 2026.

As of June 30, 2021, we had fourteen outstanding interest rate swap contracts indexed to USD LIBOR, three of which are not highly effective and are therefore not designated for hedge accounting.

These hedges have varying start dates and maturity dates through April 2028.

Interest rate swap contracts outstanding:

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Contracts with a future start date 330,000

Total $ 830,000

Hedges of Currency Risk

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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.

During the year ended June 30, 2020 , we terminated one of our cross-currency swaps, resulting in cash proceeds of $ 9,177 which were recognized within cash provided by operating activities in our consolidated statement of cash flows.

As of June 30, 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.

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 June 30, 2021, we estimate that $ 2,488 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2022.

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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.

During the year ended June 30, 2020 , we terminated nine forward contracts designated as net investment hedges, resulting in cash proceeds of $ 29,791 which continues to be recognized in accumulated other comprehensive income (loss).

The cash proceeds were recognized as cash provided by investing activities within our consolidated statement of cash flow.

As of June 30, 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 .

As of June 30, 2021, we had four currency forward contracts designated as net investment hedges with a total notional amount of $ 118,203 , maturing during various dates through April 2023 .

We entered into these contracts to hedge the risk of changes in the U.S.

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We have elected to not apply hedge accounting for all other currency forward and option contracts.

During the years ended June 30, 2020, 2019 and 2018 , 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.

During the years ended June 30, 2021, 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.

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As of June 30, 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, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso and Swedish Krona:

Notional Amount

Effective Date

Maturity Date

Number of Instruments

September 2018 through June 2020

Various dates through October 2024

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

$ 499,084 September 2019 through June 2021 Various dates through October 2024 596 Various

Financial Instrument Presentation

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June 30, 2021

Asset Derivatives

Liability Derivatives

Balance Sheet line item

Gross amounts of recognized assets

Gross amount offset in Consolidated Balance Sheet

Balance Sheet line item

Gross amounts of recognized liabilities

Gross amount offset in Consolidated Balance Sheet

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

Cross-currency swaps

Other liabilities

Interest rate swaps Other current assets / other assets $ — $ — $ — Other current liabilities / other liabilities $ ( 23,527 ) $ 176 $ ( 23,351 )

Cross-currency swaps Other assets — — — Other liabilities ( 9,914 ) — ( 9,914 )

Derivatives in net investment hedging relationships

Currency forward contracts

Other current liabilities / other liabilities

Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 11,379 ) — ( 11,379 )

Total derivatives designated as hedging instruments $ — $ — $ — $ ( 44,820 ) $ 176 $ ( 44,644 )

Derivatives not designated as hedging instruments

Interest rate swaps

Other liabilities

Currency forward contracts

Other current assets / other assets

Other current liabilities / other liabilities

Currency option contracts

Other current assets / other assets

Other current liabilities / other liabilities

Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 1,842 ) $ — $ ( 1,842 )

Currency forward contracts Other current assets / other assets 1,796 ( 117 ) 1,679 Other current liabilities / other liabilities ( 11,510 ) 3,238 ( 8,272 )

Currency option contracts Other current assets / other assets — — — Other current liabilities / other liabilities ( 3,315 ) 235 ( 3,080 )

Total derivatives not designated as hedging instruments $ 1,796 $ ( 117 ) $ 1,679 $ ( 16,667 ) $ 3,473 $ ( 13,194 )

June 30, 2020

Asset Derivatives

Liability Derivatives

Asset Derivatives Liability Derivatives

Derivatives designated as hedging instruments

Balance Sheet line item

Gross amounts of recognized assets

Gross amount offset in Consolidated Balance Sheet

Balance Sheet line item

Gross amounts of recognized liabilities

Gross amount offset in Consolidated Balance Sheet

Derivatives in cash flow hedging relationships

Interest rate swaps

Other current liabilities / other liabilities

Cross-currency swaps

Other liabilities

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 liabilities

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

Currency forward contracts

Other current assets / other assets

Other current liabilities / other liabilities

Currency option contracts

Other current assets / other assets

Other current liabilities / other liabilities

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 years ended June 30, 2021, 2020 and 2019:

Amount of Net (Loss) Gain on Derivatives Recognized in Comprehensive Income

Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income

Year Ended June 30,

2021 2020 2019

Derivatives in cash flow hedging relationships

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Currency forward contracts ( 19,052 ) 21,240 14,726

________________

(1) Upon transitioning to the new hedge accounting standard on July 1, 2019, we reversed the cumulative effect of expense recognized for the ineffective portion of our interest rate swap contracts that are designated as hedging instruments, which resulted in an adjustment to accumulated other comprehensive loss of $ 153 , net of tax, which is included within the interest rate swap loss recognized for the year ended June 30, 2020 .

Total $ ( 8,716 ) $ ( 3,330 ) $ ( 2,126 )

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2021, 2020 and 2019:

Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income

Affected line item in the

Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income Affected line item in the

Statement of Operations

Year Ended June 30,

2021 2020 2019

Derivatives in cash flow hedging relationships

Interest rate swaps

Interest expense, net

Cross-currency swaps

Other income (expense), net

Total before income tax

Income before income taxes

Income tax (benefit) expense

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2020, 2019 and 2018 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments in the period.

Amount of Gain (Loss) Recognized in Net Income

Affected line item in the

Interest rate swaps $ 6,967 $ 3,041 $ 144 Interest expense, net

Cross-currency swaps ( 10,950 ) 4,583 5,098 Other (expense) income, net

Total before income tax ( 3,983 ) 7,624 5,242 (Loss) income before income taxes

Income tax ( 106 ) ( 1,850 ) ( 1,310 ) Income tax expense (benefit)

Total $ ( 4,089 ) $ 5,774 $ 3,932

The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2021, 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 (Loss) Income Affected line item in the

Statement of Operations

Year Ended June 30,

Currency contracts

Other income (expense), net

Interest rate swaps (1)

Other income (expense), net

2021 2020 2019

(1) Upon our adoption of the new hedge accounting standard on July 1, 2019, we prospectively recognize any ineffectiveness associated with effective and designated hedges within accumulated other comprehensive loss, rather than in earnings.

In the fourth quarter of fiscal 2020, we de-designated three of our interest rate swaps and therefore no longer apply hedge accounting.

Subsequent to their de-designation, we recognize any fair value adjustments to those instruments in other income (expense), net, as included in the table above.

Currency contracts $ ( 24,235 ) $ 20,882 $ 24,215 Other (expense) income, net

Interest rate swaps 3,507 ( 318 ) ( 721 ) Other (expense) income, net

Total $ ( 20,728 ) $ 20,564 $ 23,494

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 $ 1,709 , $ 5,901 and $ 1,371 for the years ended June 30, 2020, 2019 and 2018 :

Gains (losses) on cash flow hedges (1)

Gains (losses) on pension benefit obligation

Translation adjustments, net of hedges (2)

Balance as of June 30, 2017

Amounts reclassified from accumulated other comprehensive loss to retained earnings

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss to net income

Net current period other comprehensive income

The following table presents a roll forward of amounts recognized in accumulated other comprehensive income (loss) by component, net of tax of $ 764 , $ 1,709 , and $ 5,901 for the years ended June 30, 2021, 2020 and 2019, respectively :

Gains (losses) on cash flow hedges (1) Losses on pension benefit obligation Translation adjustments, net of hedges (2) Total

Balance as of June 30, 2018 $ 8,195 $ — $ ( 78,009 ) $ ( 69,814 )

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Balance as of June 30, 2020 ( 30,078 ) ( 1,399 ) ( 57,199 ) ( 88,676 )

Other comprehensive income (loss) before reclassifications 10,336 ( 336 ) 3,765 13,765

Amounts reclassified from accumulated other comprehensive loss to net (loss) income ( 4,089 ) — — ( 4,089 )

Net current period other comprehensive income (loss) 6,247 ( 336 ) 3,765 9,676

Balance as of June 30, 2021 $ ( 23,831 ) $ ( 1,735 ) $ ( 53,434 ) $ ( 79,000 )

________________________

(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 June 30, 2020, 2019 and 2018 , the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $ 20,509 and unrealized losses of $ 731 and $ 22,014 , respectively, net of tax, have been included in accumulated other comprehensive loss.

(2) As of June 30, 2021 and June 30, 2020, the translation adjustment is inclusive of the effects of our net investment hedges, of which, unrealized gains of $ 1,457 and $ 20,509 , respectively, net of tax, have been included in accumulated other comprehensive loss.

Property, Plant and Equipment, Net

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Estimated useful lives 2021 2020

Land improvements

Building and building improvements (1)

10 - 30 years

Machinery and production equipment

Machinery and production equipment under finance lease

Computer software and equipment

Furniture, fixtures and office equipment

Leasehold improvements

Shorter of lease term or expected life of the asset

Land improvements 10 years $ 5,053 $ 4,975

Building and building improvements (1) 10 - 30 years 191,653 186,873

Machinery and production equipment 4 - 10 years 380,013 362,341

Machinery and production equipment under finance lease 4 - 10 years 73,321 64,337

Computer software and equipment 3 - 5 years 119,742 160,728

Furniture, fixtures and office equipment 5 - 7 years 38,357 47,823

Leasehold improvements Shorter of lease term or expected life of the asset 64,060 73,072

Construction in progress 7,242 10,752

879,441 910,901

Less accumulated depreciation, inclusive of assets under finance lease ( 583,752 ) ( 604,061 )

295,689 306,840

Land 32,990 31,819

Property, plant, and equipment, net $ 328,679 $ 338,659

_________________

(1) Upon our adoption of the new leasing standard on July 1, 2019, our Waltham, MA and Dallas, TX build-to-suit lease asset balances of $ 124,408 were de-recognized, resulting in a decrease to building and building improvements.

Refer to Note 2 for additional details.

(1) Building and building improvements assets as of June 30, 2021, increased by $ 15,860 as compared to the prior year due to the change in classification of one of our leased facilities from an operating lease to a finance lease due to our intention to exercise the existing purchase option.

Refer to Note 16 for further details.

This increase was offset by our building and building improvements depreciation expense recorded during the year.

Depreciation expense, inclusive of assets under finance leases, totaled $ 71,057 , $ 74,665 and $ 84,558 for the years ended June 30 2021, 2020, and 2019, respectively.

Business Combinations and Divestitures

Fiscal 2019 Acquisitions

Acquisition of Build A Sign LLC

On October 1, 2018, we completed the acquisition of Build A Sign LLC ("BuildASign"), a vertically integrated U.S.

web-to-print canvas wall décor and signage company.

We acquired approximately 99 % of the outstanding equity interests of BuildASign for a purchase price of $ 275,079 in cash, which includes a post-closing adjustment paid during the second quarter of fiscal 2019 and was based on BuildASign's cash, debt and working capital position as of the acquisition date.

The acquisition supports our strategy of investing in and building customer-focused, entrepreneurial, mass customization businesses for the long term, which we manage in a decentralized and autonomous manner.

BuildASign brings strong talent, a customer-centric culture, low-cost production operations and strong e-commerce capabilities that work seamlessly together to serve customers with market-leading prices, fast delivery and great customer service.

Noncontrolling Interest

At the closing, Build A Sign Management Pool, LLC (the "Management Pool"), one of the sellers, retained approximately 1% of the outstanding equity interests of BuildASign for the benefit of certain BuildASign employees who hold equity interests in the Management Pool.

We entered into a put and call option agreement with respect to the retained BuildASign equity interests, which provides the holders of the Management Pool the right to sell to us all or any portion of their shares, beginning with our fiscal year ending June 30, 2022 and for each fiscal year thereafter.

We have the right to buy all (but not less than all) of the retained equity interest of any holder that is no longer an active employee of the company, beginning with our fiscal year ending June 30, 2022.

The put and call purchase price is based on BuildASign's revenue growth and EBITDA for the fiscal year in which the option is exercised.

Due to the presence of the put arrangement, the noncontrolling interest is presented as redeemable

noncontrolling interest as redemption is not solely within our control.

We initially recognized the noncontrolling interest at fair value of $ 3,356 and will adjust the balance for the pro rata impact of the BuildASign earnings or loss, as well as adjustments to increase the balance to the redemption value, if necessary.

The excess purchase price over the fair value of BuildASign's net assets was recorded as goodwill, which is primarily attributable to the value of its workforce, its manufacturing and marketing processes and know-how, as well as synergies which include leveraging Cimpress' scale-based sourcing channels.

Goodwill is deductible for tax purposes and has been attributed to the All Other Businesses reportable segment.

The fair value of the assets acquired and liabilities assumed was as follows:

Weighted Average

Useful Life in Years

Business Combinations

Acquisition of 99designs, Inc.

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.

We expect the synergies achieved through integration with the 99designs designer network to provide significant benefits to our Vistaprint business.

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 reporting unit and a portion of such goodwill balance is deductible for tax purposes.

Additionally, we identified and valued 99designs intangible assets which include their trade name, designer network, and developed technology.

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

Accounts receivable, net

Other current assets (1)

Property, plant and equipment, net

Accounts payable

Accrued expenses (1)

Other current liabilities

Long-term liabilities

Cash and cash equivalents $ 8,603 n/a

Accounts receivable, net 494 n/a

Prepaid expenses and other current assets 787 n/a

Property, plant and equipment, net 73 n/a

Other assets 142 n/a

Accounts payable ( 220 ) n/a

Accrued expenses ( 6,299 ) n/a

Deferred revenue ( 5,806 ) n/a

Other liabilities ( 625 ) n/a

Identifiable intangible assets:

Developed technology

Customer relationships

Noncontrolling interest

Total purchase price

_________________

(1) In connection with the BuildASign acquisition, we recorded an indemnification asset of $ 5,433 , which represented the seller's obligation under the merger agreement to indemnify us for a portion of their potential contingent liabilities related to certain tax matters.

We also recognized a contingent liability of $ 8,925 , which represented our estimate based on guidance within ASC 450 - "Contingencies," as of the acquisition date.

BuildASign Pro Forma Financial Information

BuildASign has been included in our consolidated financial statements starting on its acquisition date.

The following unaudited pro forma financial information presents our results as if the BuildASign acquisition had occurred on July 1, 2017 .

The pro forma financial information for all periods presented adjusts for the effects of material business combination items, including estimated amortization of acquired intangible assets, interest associated with debt used to finance the acquisition, and transaction related costs.

Year Ended June 30,

Pro forma revenue

Pro forma net income attributable to Cimpress plc

We utilized proceeds from our credit facility in order to finance the acquisition.

Trade name 1,550 2 years

Developed technology 13,400 3 years

Designer network 5,800 7 years

Goodwill 70,792 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 year ended June 30, 2021 are not material, and therefore no proforma financial information is presented.

We used our now amended senior secured credit facility to finance the acquisition.

In connection with the acquisition, we incurred $ 1,183 in general and administrative expenses during the year ended June 30, 2021, primarily related to legal, financial, and other professional services.

Fiscal 2018 Divestiture

Divestiture of Albumprinter

On August 31, 2017 we sold our Albumprinter business, including FotoKnudsen AS, for a total of € 78,382 ( $ 93,071 based on the exchange rate as of the date of sale) in cash, net of transaction costs and cash divested (after $ 11,874 in pre-closing dividends).

As a result of the sale, we recognized a gain of $ 47,545 , net of transaction costs, within our consolidated statement of operations for the year ended June 30, 2018.

In connection with the divestiture, we entered into an agreement with Albumprinter under which Albumprinter will continue to fulfill photo book orders for our Vistaprint business.

Additionally, we agreed to provide Albumprinter with certain transitional support services for a period of up to one year from the date of the sale.

Other Acquisition

On April 23, 2021 we completed a tuck-in acquisition of a fast growing company with an attractive product capability as part of our BuildASign business, acquiring approximately 81 % of the company's shares for the total consideration of $ 18,535 .

We recognized the assets, liabilities and noncontrolling interest on the basis of their fair values at the date of the acquisition, resulting in goodwill of $ 14,208 which is not deductible for tax purposes.

This acquisition will be presented within our All Other Businesses segment.

The revenue and earnings included in our consolidated financial statements for the year ended June 30, 2021 are not material.

We utilized proceeds from our now amended senior secured credit facility to finance the acquisition.

Goodwill and Acquired Intangibles

The carrying amount of goodwill by reportable segment as of June 30, 2021 and June 30, 2020 was as follows:

PrintBrothers

The Print Group

All Other Businesses

Vistaprint PrintBrothers The Print Group All Other Businesses Total

Balance as of June 30, 2019 $ 145,961 $ 124,089 $ 198,363 $ 216,033 $ 718,880

Acquisitions (1) — 6,879 — — 6,879

Impairments (2)

Impairment (2) — — ( 40,391 ) ( 26,017 ) ( 100,842 )

Adjustments (3) 3,919 — — ( 3,919 ) —

Effect of currency translation adjustments (4) 966 ( 1,204 ) ( 2,775 ) — ( 3,013 )

1 unchanged sentence

Acquisitions (1) 70,792 — — 14,208 85,000

Impairments (2)

Adjustments (4)

Effect of currency translation adjustments (4) 3,509 7,543 9,023 — 20,075

1 unchanged sentence

_________________

(1) During the first quarter of fiscal 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment.

In fiscal year 2019 we acquired the BuildASign and VIDA businesses as well as an immaterial supplier of one of our businesses within The Print Group reportable segment.

(2) During the third quarter of fiscal 2020, we identified triggering events in response to the COVID-19 pandemic, resulting in the recognition of impairment to goodwill, please refer below for further detail.

Additionally, during the fourth quarter of fiscal 2020, we divested our VIDA business and recognized a loss of $ 1,520 , in addition to the goodwill impairment recognized.

In fiscal year 2019 we recorded an impairment charge for the goodwill of our Printi reporting unit.

Refer below for additional details.

(1) In fiscal year 2021, we acquired 99designs, which is included in our Vistaprint reportable segment, and an immaterial acquisition included within our All Other Businesses reportable segment.

In fiscal year 2020, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment.

Refer to Note 7 for additional information.

(2) During the third quarter of fiscal year 2020 we recognized an impairment of goodwill;

please refer below for further detail.

(3) Due to changes in the composition of our reportable segments during the first quarter of fiscal year 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment.

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

(4) Due to changes in the composition of our reportable segments during the first quarter of fiscal 2020, we reclassified the goodwill associated with our Vistaprint Corporate Solutions reporting unit from All Other Businesses to our Vistaprint reportable segment.

Refer to Note 16 for additional details on the changes in our reportable segments.

Impairment Review

Fiscal 2020 Annual Impairment Test

Fiscal Year 2021 Annual Impairment Test

Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31.

As described below, we identified triggering events during the third quarter of fiscal 2020 that required an interim period impairment analysis for all of our reporting units in response to disruptions associated with the COVID-19 pandemic.

For our annual impairment assessment, we performed a qualitative test for all eight reporting units with goodwill, which focused on comparing key performance indicators between the pandemic-related financial models used in our quantitative test during the third quarter triggering event assessment, to the actual performance through our annual test date.

For each of our reporting units, we are experiencing a better than previously expected recovery when comparing our revenue and EBITDA results for April and May 2020.

In addition, we considered our current forecasts for the beginning of fiscal 2021, which again anticipates a better recovery as compared to the third quarter financial models that were used for our third quarter quantitative tests.

Lastly, we also considered macroeconomic factors, as well as the headroom between our estimated fair value and carrying value from our third quarter

impairment analysis.

We continue to believe that the impacts of the pandemic are temporary, so the better than expected results, combined with an improved near-term outlook were key inputs into our annual impairment analysis, in which we concluded that no impairment exists.

As described below, we identified triggering events during the third quarter of fiscal year 2021 that required an interim period impairment analysis for three of our reporting units in response to disruptions associated with the prolonged impacts of the COVID-19 pandemic.

For our annual impairment assessment, we performed a qualitative test for all nine reporting units with goodwill, which focused on comparing key performance indicators between the pandemic-related financial models used in our quantitative test during the prior year assessment, to the actual performance through our annual test date.

For the three reporting units that were tested based on the third quarter triggering event, we evaluated any new information since March 2021 and assessed if any facts and circumstances have changed since that assessment that would provide any indication of impairment, and noted no such indicators.

For each of our remaining six reporting units, we compared our current performance and projections as compared to the prior year models.

We assessed key financial metrics as compared to the prior year projections in addition to assessing any changes to long term forecasts versus the prior year.

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.

There have been no indications of impairment that would require analysis for any of our other reporting units as of June 30, 2020 .

COVID-19 Triggering Event

During March 2020, all of our businesses experienced varying levels of decline in revenue due to the disruptions associated with the COVID-19 pandemic.

Although we expect the impacts to be temporary, the negative effects of the pandemic on revenue and profitability triggered an assessment of goodwill, as we expected some of our businesses to achieve materially lower financial results than previously expected.

A triggering event existed for all ten reporting units with goodwill, which required us to perform an impairment test in the third quarter of fiscal 2020.

As required, prior to performing the quantitative goodwill impairment test during the third quarter, 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 of our reporting units and concluded that no impairment of long-lived assets existed.

As of our March 31, 2020 test date, seven of our ten reporting units had a significant level of headroom between the estimated fair value and carrying value of the reporting units from our most recent test, and significant headroom remained after considering the deterioration in cash flow due to COVID-19, resulting in no indication of impairment during the third quarter of fiscal 2020.

We identified triggering events that extended beyond the near-term impacts of the pandemic for three of our reporting units, which resulted in reductions to the long-term profitability outlooks for our Exaprint, National Pen and VIDA reporting units.

The triggering events in these specific reporting units were due to a combination of the near-term disruptions outlined above, along with reductions to the long-term profitability expected from each business, as compared to prior expectations.

In light of our decision to exit the VIDA business, which was completed on April 10, 2020, the negotiated sale price was the primary input in our goodwill analysis.

Our March 31, 2020 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.

In order to execute the quantitative goodwill impairment test, we compared the fair value of each reporting unit to its carrying value.

Lastly, we considered macroeconomic factors, as well as the headroom between our estimated fair value and carrying value from our prior year impairment analysis.

Based on the analysis performed, we concluded that there was no indication of impairment for any of these reporting units.

Q3 Fiscal Year 2021 Triggering Event

During the third quarter of fiscal year 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.

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The discount rate used in the fair value analysis is based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.

The respective WACC percentages used for each reporting unit within our goodwill impairment test were derived from a group of comparable companies for each respective reporting unit and adjusted for the risk premium associated with each reporting unit.

Based on the goodwill impairment test performed, we recognized the following impairment charges during the third quarter of fiscal 2020:

A partial impairment of the goodwill of our Exaprint reporting unit of $ 40,391 , using a WACC of 14.5 % , resulting in $ 23,767 of goodwill that remains after the impairment as of June 30, 2020

A full impairment of the goodwill of our National Pen reporting unit of $ 34,434 , using a WACC of 13.0 %

A full impairment of the goodwill of our VIDA reporting unit of $ 26,017 , based upon our negotiated sale price

During fiscal 2019, we identified triggering events associated with our Printi reporting unit, which indicated that it was more likely than not that the fair value of the reporting unit is below the carrying amount.

Printi is the leader in Brazil's online printing industry and has grown quickly since its founding.

That said, investment in capacity and other fixed costs was far too high in fiscal year 2019 relative to the scale of the business and the mid-term outlook.

As a result, we implemented restructuring activities and aligned future operating plans during the fourth quarter of fiscal 2019 that negatively impacted our cash flow forecasts for this business.

Based upon these changes to the business, we determined that it was more likely than not that the fair value of the reporting unity was below the carrying amount.

We concluded that the fair value of the reporting unit indicated a full impairment of the Printi goodwill, resulting in an impairment charge of $ 7,503 .

The discount rate used in the fair value analysis is based on a weighted average cost of capital.

Although some of our businesses are experiencing prolonged impacts from the pandemic 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 Year 2020

During the third quarter of fiscal year 2020, nearly all of our businesses had experienced significant declines in revenue during the month of March, due to the disruptions associated with the COVID-19 pandemic.

As a result, we concluded that a triggering event existed for all ten reporting units with goodwill, which required us to perform an impairment test in the current quarter.

We estimated the near-term financial impacts of this economic disruption and utilized different scenarios that evaluate outcomes that would indicate more or less severe demand declines, as well as different time horizons for the post-pandemic recovery period.

For seven of our reporting units, a significant level of headroom existed between the estimated fair value and carrying value of the reporting units at our May 31, 2019 test date, and significant headroom remained after considering the deterioration in cash flow due to COVID-19 or the reporting unit was recently acquired, resulting in no indication of impairment.

For three of our reporting units, we identified triggering events that extend beyond the near-term impacts of the pandemic, which include reductions to the long-term profitability outlooks for our Exaprint, National Pen and VIDA reporting units.

As a result of the considerations noted, we concluded it was more likely than not that the fair value of each of these three reporting units are below each of their respective carrying amount.

Our goodwill impairment test resulted in impairment charges to our Exaprint reporting unit, included within The Print Group reportable segment, the National Pen reporting unit, and our VIDA reporting unit, included within our All Other Business reportable segment.

Based on the goodwill impairment test performed, we recognized the following impairment charges during the three months ended March 31, 2020:

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

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

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

Acquired Intangible Assets

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Trade name $ 152,347 $ ( 59,432 ) $ 92,915 $ 144,168 $ ( 45,570 ) $ 98,598

Developed technology 99,905 ( 71,255 ) 28,650 84,171 ( 56,763 ) 27,408

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Estimated intangible assets amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

2022 $ 50,749

Thereafter 41,377

Other Balance Sheet Components

Accrued expenses included the following:

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Compensation costs $ 73,861 $ 67,307

1 unchanged sentence

Advertising costs (1) 35,093 14,746

Interest payable (3)

Shipping costs 9,401 5,080

Production costs 6,881 7,012

Sales returns 5,636 5,166

Shipping costs (2)

Professional fees 4,210 3,452

Interest payable (2) 2,399 8,359

Purchases of property, plant and equipment 1,110 1,685

Other (3) 62,848 44,796

Total accrued expenses $ 247,513 $ 210,764

_________________

(1) The increase in income and indirect taxes is primarily due to government incentive programs in certain European jurisdictions, which has allowed for the deferral of payment of indirect taxes until fiscal 2021.

(2) The decline in advertising, production and shipping costs is due to the COVID-19 pandemic and related restrictions, which drove lower demand and a reduction in costs during the fourth quarter of the year ended June 30, 2020.

(3) The increase in interest payable is due to the additional offering of $ 200,000 of Senior Unsecured Notes in the third quarter and $ 300,000 in Second Lien Notes issued to Apollo Global Management, Inc.

during the fourth quarter of fiscal 2020.

Refer to Note 10 for further detail.

(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 decrease in interest payable is due to the redemption of our 12% second lien notes during the fourth quarter of fiscal year 2021.

Refer to Note 10 for additional details.

(3) The increase in other accrued expenses is due to an increase in accrued expenses for third-party cloud computing as compared to fiscal year 2020.

Other current liabilities included the following:

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Current portion of finance lease obligations (1) $ 32,314 $ 8,055

Current portion of lease financing obligation (1)

Short-term derivative liabilities 20,530 3,521

Other (2) 50,671 1,692

Total other current liabilities $ 103,515 $ 13,268

_____________________

(1) Due to our adoption of the new leasing standard on July 1, 2019, our Waltham, MA, and Dallas, TX leases, which were previously classified as build-to-suit, are now classified as operating leases and therefore the lease financing obligation has been de-recognized.

( 1) The current portion of finance lease obligations as of June 30, 2021, increased by $ 23,959 as compared to the prior year due to the change in classification of one of our leased facilities from an operating lease to a finance lease due to our intention to exercise the existing purchase option.

Refer to Note 16 for further details.

(2) The increase in other current liabilities is driven by the deferred payment related to the 99designs acquisition totaling $ 44,423 due in February 2022.

Refer to Note 7 for additional details .

Other liabilities included the following:

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Long-term finance lease obligations $ 18,528 $ 18,617

Long-term derivative liabilities 41,074 51,800

Other 36,808 17,770

Total other liabilities $ 96,410 $ 88,187

___________________

(1) The increase in long-term derivative liabilities for the year ended June 30, 2020, is due to unrealized losses on our interest rate swaps resulting from a change in the macroeconomic interest rate environment during the year.

June 30, 2020

June 30, 2019

7.0% Senior unsecured notes due 2026

June 30, 2021 June 30, 2020

7.0% Senior notes due 2026 $ 600,000 $ 600,000

Senior secured credit facility 1,152,021 570,483

12.0% Second lien notes due 2025

12.0% Senior secured notes due 2025 — 300,000

Other 12,835 11,694

Debt issuance costs and debt premiums (discounts) ( 22,450 ) ( 48,587 )

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_____________________

(1) The debt premium (discount) balance as of June 30, 2020 includes $ 22,432 of a discount due to the fair value allocation of warrants in conjunction with the issuance of the second lien notes in May 2020.

Refer below for further detail of the transaction .

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

Our various debt arrangements described below contain customary representations, warranties and events of default.

As of June 30, 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, senior unsecured notes indenture, and second lien indenture.

As of June 30, 2021, we were in compliance with all covenants under the Restated Credit Agreement and the indenture governing our 2026 Notes.

Senior Secured Credit Facility

On April 28, 2020, we entered into an amendment to our senior secured credit agreement to suspend 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 suspension period, we are required to comply with new maintenance covenants requiring minimum liquidity (defined in the credit agreement as unrestricted cash plus unused revolver) of $ 50,000 and EBITDA above zero in each of the quarters ending June 30, 2021 and September 30, 2021.

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 June 30, 2020 , we have drawn commitments under the credit facility of $ 570,483 as follows:

Revolving loans of $ 422,358 with a maturity date of November 15, 2024

Term loans of $ 148,125 amortizing over the loan period, with a final maturity date of November 15, 2024

As of June 30, 2020 , the weighted-average interest rate on outstanding borrowings was 5.4 % , inclusive of interest rate swap rates.

We are also required to pay a commitment fee on unused balances of 0.35 % to 0.5 %

depending on our total leverage ratio, and 0.5 % 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 June 30, 2020 .

Indenture and Second Lien Notes

On May 1, 2020, we issued second lien notes and warrants to raise $ 300,000 from funds managed by affiliates of Apollo Global Management, Inc.

(the "Apollo Funds") via a private placement.

These 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 investment by the Apollo Funds is structured as 5-year second lien notes with a 12 % coupon, of which up to 50% can be paid-in-kind at our option.

We may prepay these 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.

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.

Based on the terms of the 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.

The warrants are accounted for in accordance with ASC No.

470-20, Debt with Conversion and Other Options, which requires us to bifurcate and separately account for the detachable warrant as a separated instrument.

The values were assigned to detachable warrants based on a relative fair allocation between the second lien notes and the warrants.

The fair value used for the warrants in this allocation was calculated using the Monte Carlo valuation model.

The inputs to the fair value analysis are considered Level 3 inputs, and consist of estimates of the expected volatility over the contract term of the warrants, taking into consideration the historical stock volatility, as well as industry and market conditions.

Based upon the terms of the note and warrant agreement, the warrants were determined to be equity-based instruments.

The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to be being accounted for as an equity instrument recorded in additional paid in capital, will also be included as a discount to the second lien notes, in addition to the $ 6,000 discount at which they were issued.

The full discount will be amortized over the life of the notes.

Indenture and 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.

All terms and covenants of the senior notes indenture remain unchanged.

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.

The 2026 Notes bear interest at a rate of 7.0 % per annum and mature on June 15, 2026.

Interest on the Notes is payable semi-annually on June 15 and December 15 of each year to the holders of record of the 2026 Notes at the close of business on June 1 and December 1, respectively, preceding such interest payment date.

The 2026 Notes are senior unsecured obligations and rank equally in right of payment to all our existing and future senior unsecured debt and senior in right of payment to all of our existing and future subordinated debt.

The Notes are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt.

Subject to certain exceptions, each of our existing and future subsidiaries that is a borrower under or guarantees our senior secured credit facilities also guarantees 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 Notes at the redemption prices specified in the indenture, plus accrued and unpaid interest to, but not including, the redemption date.

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of June 30, 2020 and June 30, 2019 , we had $ 11,694 and $ 14,361 , respectively, outstanding for those obligations that are payable through March 2025 .

On May 17, 2021, we entered into an amended and restated senior secured credit agreement ("Restated Credit Agreement") consisting of the following:

• A senior secured Term Loan B with a maturity date of May 17, 2028 (the “Term Loan B”), consisting of:

◦ a $ 795,000 tranche that bears interest at LIBOR (with a LIBOR floor of 0.50%) plus 3.50%, and

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

• A $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”).

Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR floor

of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

We utilized the proceeds from the Term Loan B to redeem all of the $ 300,000 principal of our Second Lien Notes and to repay amounts under our previous credit facility including the $ 150,000 Term Loan A and amounts drawn under our revolving credit facility due in 2024.

The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens;

certain fundamental organizational changes;

certain intercompany activities;

and certain investments and restricted payments, including purchases of the Company’s ordinary shares and payment of dividends.

In addition, if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio calculated as of the last day of such quarter does not exceed 3.25 to 1.00.

As of June 30, 2021, we have borrowings under the Restated Credit Agreement of $ 1,152,021 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028.

We have no outstanding borrowings under our Revolving Credit Facility as of June 30, 2021.

As of June 30, 2021, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 4.66 %, inclusive of interest rate swap rates.

We are also required to pay a commitment fee on unused balances of 0.35 % to 0.45 % depending on our First Lien Leverage Ratio.

We have pledged the assets and/or share capital of a number of our subsidiaries as collateral for our debt as of June 30, 2021.

Second Lien Notes and Warrants

We utilized the proceeds from our Restated Credit Agreement to pay down the $ 300,000 in aggregate principal of 12% Senior Secured Notes due 2025 (the "Second Lien Notes").

The warrants we issued in conjunction with the Second Lien Notes are detachable and therefore will remain.

The 7-year warrants allow the holders to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares at the time of issuance.

Refer to Note 11 for additional details.

Senior Unsecured Notes

We have issued $ 600,000 in aggregate principal of 7.0% Senior Notes due 2026 (the "2026 Notes"), which are unsecured.

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 that governs the 2026 Notes, plus accrued and unpaid interest to, but not including, the redemption date.

As of June 30, 2021, we have not redeemed any of the 2026 Notes.

Debt Issuance Costs

During the years ended June 30, 2020 and 2019 , we capitalized debt issuance costs related to the refinancing of our senior secured credit facility, and issuance of additional senior unsecured notes, and issuance of the second lien notes of $ 23,208 and $ 1,800 , respectively.

Amortization expense and the write-off of costs related to debt amendments and modifications are included in interest expense, net in the consolidated statements of operations.

During the years ended June 30 2021 and 2020, we capitalized debt issuance costs related to the Restated Credit Agreement, issuance of additional 2026 Notes, and issuance of Second Lien Notes of $ 12,200 and $ 23,208 , respectively.

Amortization expense and the write-off of costs related to debt amendments and modifications are included in interest expense, net in the consolidated statements of operations and amortized over the term of the related instrument.

For the years ended June 30, 2021, 2020 and 2019, we amortized $ 5,757 , $ 3,240 , and $ 2,367 , respectively.

As part of the April 2020 amendment to our senior secured credit facility, we also expensed $ 568 of third-party fees associated with the modification of the term loans and wrote-off $ 1,438 of unamortized fees associated with the revolving loans, due to the reduction in loan commitments.

During the year ended June 30, 2018, we expensed $ 2,921 of unamortized costs related to the extinguishment of our senior unsecured notes, which was presented separately in the consolidated statements of operations as part of loss on early extinguishment of debt.

We wrote off $ 17,072 in unamortized debt issuance costs related to the former credit facility and Second Lien Notes which are recognized in loss on extinguishment of debt.

As part of the transaction we capitalized $ 10,560 of third-party and lender fees associated with the issuance of the Term Loan B which will be amortized over the seven year term of the loan and $ 313 of fees associated with the modification of the revolver, due to the reduction in commitment, which will be amortized over the five year term of the revolver.

Unamortized debt issuance costs and debt premiums (discounts) were $ 22,450 and $ 48,587 as of June 30, 2021 and 2020, respectively.

Loss on Extinguishment

Due to our entering into the Restated Credit Agreement in May 2021 and redemption of our Second Lien Notes, we recorded a loss on extinguishment of $ 48,343 which was presented separately in the consolidated statements of operations as part of loss on early extinguishment of debt.

This includes a loss of $ 39,400 for the redemption of our Second Lien Notes, which was impacted by a lower carrying value due in part to the allocation of value to the warrants which remain outstanding, as well as the early redemption fee of $ 9,000 that was paid upon redemption.

Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments.

As of June 30, 2021 and June 30, 2020, we had $ 12,835 and $ 11,694 , respectively, outstanding for those obligations that are payable through January 2026.

Shareholders' Equity (Deficit)

Treasury shares

On February 12, 2019, we announced that our Board authorized the repurchase of up to 5,500,000 of our ordinary shares, on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers.

During the year ended June 30, 2020 , we purchased 4,119,965 shares under this authorization for a cost of $ 521,168 .

The February Repurchase Program terminated on November 25, 2019 when we announced the new November Repurchase Program described immediately below.

On November 25, 2019, we announced that our Board had approved a new share repurchase program that replaced the February Repurchase Program described immediately above.

Under this new program, we may repurchase up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers.

This repurchase program expires on May 22, 2021, and we may suspend or discontinue our share repurchases at any time.

During the year ended June 30, 2020 , we purchased 882,053 shares under this share repurchase program for a cost of $ 105,888 .

On November 5, 2019, we repurchased 750,000 of our outstanding ordinary shares, par value € 0.01 per share, from two private investment partnerships affiliated with Prescott General Partners LLC ("PGP") at a price of $ 135.00 per share, representing a discount of $ 1.05 to the closing price of our ordinary shares on November 5, 2019 (the "Transaction").

PGP remained our largest shareholder, beneficially owning 3,906,492 of our ordinary shares immediately following the Transaction.

In addition, Scott J.

Vassalluzzo, a Managing Member of PGP, serves as a member of our Board of Directors.

In light of the foregoing, the disinterested members of our Audit Committee reviewed the Transaction under our related person transaction policy and considered, amount other things, Mr.

Vassalluzzo's and PGP's interest in the Transaction, the approximated dollar value of the Transaction, that the shares were being repurchased at a discount to the closing price, and the purpose and the potential benefits to Cimpress of entering into the Transaction.

Based on these considerations, the disinterested members of the Audit Committee concluded that the Transaction was in our best interest.

The Transaction was effected pursuant to the share repurchase program approved by our Board of Directors and announced on February 12, 2019.

On April 28, 2020, we entered into an amendment to our senior secured credit agreement, which suspended our financial maintenance covenants in addition to prohibiting us from repurchasing shares during the suspension period.

Refer to Note 10 for additional information.

In conjunction with our issuance of the second lien notes, as described in Note 10, we also issued 7-year warrants, to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares.

On November 25, 2019, we announced that our Board had approved a new share repurchase program under which we may repurchase up to 5,500,000 of our issued and outstanding ordinary shares on the open market (including block trades), through privately negotiated transactions, or in one or more self-tender offers.

This repurchase program expired on May 22, 2021, and during the year ended June 30, 2021 we did not repurchase any shares under this program.

In conjunction with our issuance of the Second Lien Notes in fiscal year 2020, we also issued 7-year warrants, to purchase 1,055,377 ordinary shares of Cimpress, representing approximately 3.875 % of our outstanding diluted ordinary shares.

The warrants are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $ 60 per share.

The warrants 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.

The carrying value was assigned to detachable warrants based on a relative fair allocation between the second lien notes and the warrants, as described in Note 10.

The fair value used for the warrants in this allocation was calculated using the Monte Carlo valuation model.

The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to be being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the Second Lien Notes.

As of June 30, 2021 the warrants remain outstanding.

Share-based awards

The 2016 Performance Equity Plan (the "2016 Plan") became effective upon shareholder approval on May 27, 2016 and allows us to grant PSUs, entitling the recipient to receive Cimpress ordinary shares based upon continued service to Cimpress and the achievement of objective, predetermined appreciation of Cimpress' three-year moving average share price.

We may grant PSUs under the 2016 Plan to our employees, officers, non-employee directors, consultants, and advisors.

Subject to adjustment in the event of stock splits, stock dividends and other similar events, we may make awards under the 2016 Plan for up to 6,000,000 of our ordinary shares.

The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval on June 30, 2011 and allows us to grant share options, share appreciation rights, restricted shares, restricted share units and other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and advisors.

Among other terms, the 2011 Plan requires that the exercise price of any share option or share appreciation right granted under the 2011 Plan be at least 100 % of the fair market value of the ordinary shares on the date of grant;

limits the term of any share option or share appreciation right to a maximum period of 10 years ;

provides that shares underlying outstanding awards under the Amended and Restated 2005 Equity Incentive Plan that are canceled, forfeited, expired or otherwise terminated without having been issued in full will become available for the grant of new awards under the 2011 Plan;

and prohibits the repricing of any share options or share appreciation rights without shareholder approval.

In addition, the 2011 Plan provides that the number of ordinary shares available for issuance under the plan will be reduced by (i) 1.56 ordinary shares for each share subject to a restricted share or other share-based award with a per share or per unit purchase price lower than 100 % of the fair market value of the ordinary shares on the date of grant and (ii) one ordinary share for each share subject to any other award under the 2011 Plan.

Our 2005 Non-Employee Directors’ Share Option Plan allows us to grant share options to our non-employee directors upon initial appointment as a director and annually thereafter in connection with our annual general meeting of shareholders if they are continuing to serve as a director at such time.

An aggregate of 5,815,482 ordinary shares were available for future awards under all of our share-based award plans as of June 30, 2020 .

For PSUs under our 2016 Plan, we assumed that we would issue ordinary shares

equal to 250 % of the outstanding PSUs, which is the maximum potential share issuance.

On November 25, 2020, our shareholders approved our 2020 Equity Incentive Plan, or the 2020 Plan.

Upon approval, we ceased granting any new awards under any of our prior equity plans that had shares available for future grant, consisting of our 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan.

We will make future equity awards under the 2020 Plan.

The maximum number of ordinary shares to be issued under the 2020 Plan is 3,500,000 plus an additional number of ordinary shares equal to the number of PSUs currently outstanding under the 2016 Performance Equity Plan that expire, terminate or are otherwise surrendered, canceled or forfeited.

The 2020 Plan allows us to grant share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, and dividend equivalent rights to our employees, officers, non-employee directors, consultants, and advisors.

As noted above, all future awards will be granted under our 2020 Plan.

Our 2016 Performance Equity Plan previously allowed us to grant PSUs to our employees, officers, non-employee directors, consultants, and advisors.

The 2011 Equity Incentive Plan previously allowed us to grant share options, share appreciation rights, restricted shares, restricted share units and other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and advisors.

Our 2005 Non-Employee Directors’ Share Option Plan previously allowed us to grant share options to our non-employee directors upon initial appointment as a director and annually thereafter in connection with our annual general meeting of shareholders if they continued to serve as a director at such time.

As of June 30, 2021, 2,710,926 ordinary shares were available for future awards under our 2020 Plan.

For PSUs, we assumed that we would issue ordinary shares equal to 250 % of the outstanding PSUs, which is the maximum potential share issuance.

Treasury shares have historically been used in fulfillment of our share-based awards.

Performance share units

PSU awards entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon continued service to Cimpress and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price.

Awards with a grant date prior to fiscal year 2020 and all awards granted to our Chief Executive Officer and Board of Directors will be assessed annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 (other than to the CEO and Board) will be assessed annually in years 4 - 8 following the grant date.

The fair value of the PSUs is based on a Monte Carlo simulation, and the resulting expense is recognized on an accelerated basis over the requisite service period.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2021 is as follows:

PSUs Weighted-

Grant Date Fair

Value Aggregate

Outstanding at the beginning of the period 1,034,197 $ 133.89

Granted 228,132 129.25

Vested and distributed — —

Forfeited ( 103,613 ) 117.40

Outstanding at the end of the period 1,158,716 $ 134.45 $ 125,616

The weighted average fair value of PSUs granted during the fiscal years ended June 30, 2021, 2020, and 2019 was $ 129.25 , $ 142.90 , and $ 176.16 , respectively.

The total intrinsic value of PSUs outstanding at the fiscal years ended June 30, 2021, 2020, and 2019 was $ 125,616 , $ 78,951 and $ 74,688 , respectively.

As of June 30, 2021 the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 2,896,790 shares.

Restricted share units

The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period.

RSUs generally vest over 4 years.

A summary of our RSU activity and related information for the fiscal year ended June 30, 2021 is as follows:

RSUs Weighted-

Grant Date Fair

Value Aggregate

Unvested at the beginning of the period 177,233 $ 47.06

Granted 453,916 93.64

Vested and distributed ( 180,494 ) 47.92

Forfeited ( 16,266 ) 96.03

Unvested at the end of the period 434,389 $ 93.54 $ 47,092

The weighted average fair value of RSUs granted during the fiscal years ended June 30, 2021 and 2020 was $ 93.64 and $ 46.94 , respectively.

We did not grant any RSUs during the year ended June 30, 2019.

The total intrinsic value of RSUs vested during the fiscal years ended June 30, 2021, 2020, 2019 was $ 17,231 , $ 1,905 and $ 6,749 , respectively.

Share options

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We value share options with a market condition using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period.

We did not grant any share options in fiscal 2020.

We did not grant any share options in fiscal year 2021.

A summary of our share option activity and related information for the year ended June 30, 2021 is as follows:

Shares Pursuant to Options

Shares Pursuant to Options Weighted-

Price Weighted-

Term (years) Aggregate

Outstanding at the beginning of the period 110,538 $ 55.27 1.0

Exercised ( 105,240 ) 54.02

Forfeited/expired — —

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The total intrinsic value of options exercised during the fiscal years ended June 30, 2021, 2020, and 2019 was $ 5,460 , $ 92,582 and $ 12,498 , respectively.

Performance share units - 2016 Performance Equity Plan

The PSU awards entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon continued service to Cimpress and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price.

Awards with a grant date prior to fiscal 2020 will be assessed annually in years 6 - 10 following the grant date and awards with a grant date in fiscal 2020 will be assessed annually in years 4 - 8 following the grant date.

The fair value of the PSUs is based on a Monte Carlo simulation, and the resulting expense is recognized on an accelerated basis over the requisite service period.

During fiscal 2018, we issued supplemental performance share units ("supplemental PSUs") to certain members of management (excluding Robert Keane, our Chairman and CEO) that were incremental to our typical long-term incentive awards.

The supplemental PSUs were subject to a three-year cumulative financial performance condition and as of June 30, 2020 the performance condition was not achieved.

In fiscal 2018 we concluded that the achievement of the three-year cumulative performance condition was probable and recognized expense of $ 15,397 , which we subsequently reversed in fiscal 2019 when we concluded that the achievement was no longer probable.

A summary of our PSU activity and related information for the fiscal year ended June 30, 2020 is as follows:

Grant Date Fair

Outstanding at the beginning of the period

Vested and distributed

Outstanding at the end of the period

The weighted average fair value of PSUs granted during the fiscal years ended June 30, 2020, 2019 and 2018 was $ 142.90 , $ 176.16 , and $ 115.02 , respectively.

The total intrinsic value of PSUs outstanding at the fiscal years ended June 30, 2020, 2019 and 2018 was $78,951 , $ 74,688 and $ 98,683 , respectively.

As of June 30, 2020 , the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 2,585,493 shares.

Restricted share units

The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period.

RSUs generally vest over 4 years, however, during the fourth quarter of fiscal 2020, we replaced a portion of some employees' salaries with RSU awards that generally vest after 4.5 months.

We granted 193,365 RSUs during the fourth quarter of fiscal 2020.

This program was put in place, as one of several measures taken to improve liquidity during the pandemic.

As of July 1, 2020, we suspended the program but will consider providing future grants in lieu of cash compensation if necessary.

A summary of our RSU activity and related information for the fiscal year ended June 30, 2020 is as follows:

Grant Date Fair

Unvested at the beginning of the period

Vested and distributed

Unvested at the end of the period

We did not grant any RSUs during the fiscal years ended June 30, 2019 and 2018.

The total intrinsic value of RSUs vested during the fiscal years ended June 30, 2020, 2019 and 2018 was $ 1,905 , $ 6,749 and $ 11,581 , respectively.

Restricted share awards

As part of our acquisition of Tradeprint during the first quarter of fiscal 2016, we issued 65,050 restricted ordinary shares.

The fair value of the RSAs was determined based on our share price on the date of grant and was recognized as share-based compensation expense over the applicable service period.

These awards vested over a 2 to 4 year period.

The remaining 4,145 unvested shares vested during the year ended June 30, 2020, with a weighted average grant date value of $ 64.53 .

Share-based compensation

Total share-based compensation costs were $ 37,034 , $ 34,874 and $ 21,716 for the years ended June 30, 2021, 2020, and 2019, respectively, and we elected to recognize the impact of forfeitures as they occur.

From time to time we issue awards that are considered liability-based awards as they are settleable in cash.

We previously had a liability-based award associated with our Printi LLC investment and we had fully reserved for the loan receivable in fiscal 2019 and throughout fiscal 2020 since the collateral value of the related liability was estimated to have no value.

This agreement was settled in the fourth quarter of fiscal 2020, refer to Note 15 for additional details.

Share-based compensation costs capitalized as part of software and website development costs were $ 1,338 , $ 1,157 and $ 1,141 for the years ended June 30 2021, 2020, and 2019, respectively.

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the opportunity to participate in one of these plans and match most employees' eligible contributions at various rates subject to service vesting as specified in each of the related plan documents.

This matching program has been temporarily suspended as of March 2020, and will continue to be paused on a discretionary basis through at least December 31, 2020.

This matching program was temporarily suspended from March 2020 through December 31, 2020 and was reinstated on January 1, 2021.

We expensed $ 12,228 , $ 10,710 and $ 11,401 for our government-mandated and defined contribution plans in the years ended June 30, 2021, 2020 and 2019, respectively.

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Year Ended June 30,

2021 2020 2019

$ 2,546 $ ( 58,765 ) $ ( 10,879 )

( 58,582 ) 61,768 137,791

Total $ ( 56,036 ) $ 3,003 $ 126,912

The components of the provision (benefit) for income taxes are as follows:

Year Ended June 30,

2021 2020 2019

Federal $ ( 93 ) $ ( 16,269 ) $ 84

State 546 213 1,130

28,205 22,361 26,862

Total current 28,658 6,305 28,076

Federal ( 1,573 ) 12,980 ( 1,347 )

State ( 31 ) 3,213 ( 183 )

( 8,151 ) ( 103,490 ) 6,886

Total deferred ( 9,755 ) ( 87,297 ) 5,356

Total $ 18,903 $ ( 80,992 ) $ 33,432

The following is a reconciliation of the standard U.S.

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Year Ended June 30,

2021 2020 2019

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

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Tax rate differential on non-U.S.

earnings ( 21.8 ) ( 408.4 ) ( 7.2 )

Swiss tax reform — ( 3,779.0 ) —

Compensation related items 0.2 ( 420.7 ) 0.7

tax reform — ( 372.6 ) 3.7

Goodwill impairment — 759.1 2.0

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Change in tax residence — — 20.5

Nondeductible acquisition-related payments

Changes to variable interest entities — — ( 2.5 )

Changes to derivative instruments 1.8 — 4.5

Other 1.0 ( 86.1 ) ( 6.4 )

Effective income tax rate ( 33.7 ) % ( 2,697.0 ) % 26.3 %

For the year ended June 30, 2020 , our effective tax rate was significantly impacted by Swiss Tax Reform, as discussed in more detail below.

Without the Swiss Tax Reform benefit, our effective tax rate for the year was above our U.S.

federal statutory tax rate primarily due to non-deductible goodwill impairments and losses in certain

jurisdictions for which we cannot recognize a tax benefit.

For the year ended June 30, 2021, our effective tax rate was below our U.S.

federal statutory tax rate primarily due to non-deductible interest expense and losses in certain jurisdictions for which we cannot recognize a tax benefit.

The jurisdictions that have the most significant impact to our non-U.S.

tax provision include Australia, Austria, Canada, France, Germany, Ireland, Italy, Mexico, the Netherlands, Spain and Switzerland.

tax provision include Australia, Canada, France, Germany, India, Ireland, Italy, the Netherlands, Spain and Switzerland.

The applicable tax rates in these jurisdictions range from 10 % to 30 %.

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For the year ended June 30, 2021, our effective tax rate was ( 33.7 )% as compared to the prior year effective tax rate of ( 2,697.0 )%.

The decrease in our effective tax rate as compared to the prior year is primarily due to Swiss Tax Reform.

Also, in addition to a more favorable mix of earnings year-over-year, we recognized tax benefits of $ 15,705 related to excess tax benefits from share based compensation, as compared to $ 1,539 in fiscal 2019, and $11,188 for the re-measurement of U.S.

tax losses that will be carried back to tax years with higher U.S.

federal tax rates under the US CARES Act.

We also recognized tax expense of $ 41,900 to record a full valuation allowance against our U.S.

The increase in our effective tax rate as compared to the prior year is primarily due to Swiss Tax Reform benefits of $ 113,482 in the year ended June 30, 2020.

Also, in addition to decreased pre-tax profits and a less favorable mix of earnings year over year, we recognized tax benefits of $ 2,143 related to excess tax benefits from share based compensation, as compared to $ 15,705 in fiscal year 2020.

During the year ended June 30, 2021 we recognized a tax benefit of $ 6,700 for the release of our valuation allowance in India as a result of increased profitability.

Additionally in fiscal year 2020, we recognized tax benefits of $ 11,188 for the re-measurement of U.S.

tax losses that were carried back to tax years with higher U.S.

federal tax rates under the US CARES Act and tax expense of $ 41,900 to record a full valuation allowance against our U.S.

deferred tax assets and a portion for our Irish deferred tax assets.

The change in judgment to no longer recognize the deferred tax assets was driven by decreased profits due to impacts of the COVID-19 pandemic and goodwill impairments.

During fiscal 2020 we recognized "Patent Box" tax benefits granted to our Pixartprinting business in Italy of $ 728 , as compared to $ 4,260 in fiscal 2019 representing three years' worth of benefits.

Our fiscal year 2019 effective tax rate was lower than fiscal year 2018 primarily due a more favorable geographic mix on increased profits and the Italian Patent Box benefits, offset by decreased share-based compensation tax benefits of $ 1,539 as compared to $ 12,802 in fiscal 2018.

Our fiscal year 2020 effective tax rate was lower than fiscal year 2019 primarily due to Swiss Tax Reform.

On October 25, 2019, the canton of Zurich enacted tax law changes by publishing the results of its referendum to adopt the Federal Act on Tax Reform and AHV Financing (TRAF), which we refer to as Swiss Tax Reform.

Swiss Tax Reform was effective as of January 1, 2020 and included the abolishment of various favorable federal and cantonal tax regimes.

Swiss Tax Reform was effective as of January 1, 2020 and included the abolishment of various favorable

federal and cantonal tax regimes.

Swiss Tax Reform provided transitional relief measures for companies that lost the tax benefit of a ruling, including a "step-up" for amortizable goodwill, equal to the amount of future tax benefit they would have received under their existing ruling, subject to certain limitations.

We recognized a tax benefit of $ 113,482 to establish new Swiss deferred tax assets related to transitional relief measures and to remeasure our existing Swiss deferred tax assets and liabilities.

We don't expect to realize the majority of this benefit until fiscal 2025 through fiscal 2030.

We do not expect to realize the majority of this benefit until fiscal year 2025 through fiscal year 2030.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2021 and 2020:

June 30, 2021 June 30, 2020

Deferred tax assets:

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Net operating loss carryforwards 73,534 62,374

Capital leases

Leases 31,363 33,078

Depreciation and amortization 9,136 4,308

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Derivative financial instruments 8,226 6,739

Other 5,774 7,551

Subtotal 312,244 286,966

Valuation allowance ( 113,917 ) ( 91,575 )

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Depreciation and amortization ( 28,187 ) ( 41,017 )

Capital leases

Leases ( 24,920 ) ( 30,433 )

Investment in flow-through entity ( 5,003 ) ( 3,550 )

Tax on unremitted earnings ( 6,877 ) ( 6,203 )

Italy tax suspension reserve ( 4,528 ) —

Other ( 6,627 ) ( 4,502 )

Total deferred tax liabilities ( 76,142 ) ( 85,705 )

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In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized.

The increase in the valuation allowance from the prior year relates primarily to losses in certain jurisdictions (mainly the United States, Ireland, Brazil, China, Japan, and the United Kingdom) for which management has determined we cannot recognize the related deferred tax assets based on trailing three-year pre-tax profit or loss adjusted for permanent book versus tax differences.

In addition, losses on certain of our derivative financial instruments grew, resulting in an additional increase to the valuation allowance.

The increase in the valuation allowance from the prior year relates primarily to losses in certain jurisdictions (mainly the United States, Ireland, Brazil, China, Japan and France) for which management has determined we cannot recognize the related deferred tax assets based on trailing three-year pre-tax profit or loss adjusted for permanent book versus tax differences.

Also, Cimpress plc generated $ 5,587 of Irish foreign tax credit carryforwards which do not expire, but for which management has determined it is more likely than not that these will not be utilized upon future repatriation.

Offsetting the overall increase in the valuation allowance, we wrote-off deferred tax assets of $ 14,240 and the corresponding valuation allowance related to Cimpress N.V.'s Irish foreign tax credit carryforwards as these do not transfer to Cimpress plc subsequent to the Irish Merger.

We have recorded a full valuation allowance against $ 6,739 of deferred tax asset related to interest rate swaps for which management has determined that it is more likely than not that the deferred tax asset will not be recognized in the foreseeable future.

The impact of this deferred tax asset and associated valuation allowance of $ 5,213 has been recorded in Accumulated Other Comprehensive Loss on the balance sheet.

The remaining valuation allowance of $ 1,526 was recorded to continuing operations.

Other increases in our valuation allowance include increased U.S.

research and development credits of $ 3,209 and acquired net operating losses of $ 5,424 .

The increase in valuation allowance was offset by the release of Indian valuation allowance of $ 6,700 .

We have recorded a full valuation allowance against $ 8,226 of deferred tax asset related to derivative financial instruments for which management has determined that it is more likely than not that the deferred tax asset will not be recognized in the foreseeable future.

The impact of this deferred tax asset and associated valuation allowance has been recorded in accumulated other comprehensive loss on the balance sheet.

Additionally, we have recorded valuation allowances of $ 25,389 and $ 3,805 against deferred tax assets related to U.S.

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capital loss carryforwards, respectively, for which management has determined that it is more likely than not that these will not be utilized within the applicable carryforward periods available under local law.

We have recorded a partial valuation allowance of $ 1,149 related to the Swiss Tax Reform amortizable goodwill deferred tax asset as our current projections indicate we may not be able to utilize the full benefit.

We have not recorded a valuation allowance against $ 14,235 of deferred tax asset associated with prior year tax losses generated in Switzerland.

Management believes there is sufficient positive evidence in the form of historical and future projected profitability to conclude that it is more likely than not that all of the losses in Switzerland will be utilized against future taxable profits within the available carryforward period.

Our assessments are reliant on the

attainment of our future operating profit goals.

Our assessments are reliant on the attainment of our future operating profit goals.

Failure to achieve these operating profit goals may change our assessment of these deferred tax assets, and such change would result in additional valuation allowance and an increase in income tax expense to be recorded in the period of the change in assessment.

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(1) Amount is primarily related to U.S.

research and development credits and capital loss carryforwards, U.S.

net operating losses, Irish foreign tax credits and Swiss tax reform amortizable goodwill.

(2) Amount is primarily related to decrease in deferred tax assets on non-U.S.

net operating losses due to currency exchange rate changes and sale of VIDA, offset by unrealized losses on interest rate swaps included in Accumulated Other Comprehensive Loss.

(1) Amount is primarily related to increased U.S.

net operating losses, increased U.S.

research and development credits, increased Irish foreign tax credits, and release of India valuation allowance.

(2) Amount is primarily related to increase in deferred tax assets on non-U.S.

net operating losses due to currency exchange rate changes, acquired net operating losses recorded in purchase accounting, and unrealized losses on derivative financial instruments included in Accumulated Other Comprehensive Loss.

As of June 30, 2021, we had gross U.S.

federal and apportioned state net operating losses of approximately $ 41,107 that expire on various dates from fiscal 2036 through fiscal 2040 or with unlimited carryforward.

federal and apportioned state net operating losses of $ 12,124 and $ 25,179 , respectively, that expire on various dates from fiscal year 2024 through fiscal year 2041 or with unlimited carryforward.

We also had gross non-U.S.

net operating loss carryforwards of $ 426,027 , a significant amount of which begin to expire in fiscal 2023, with the remaining amounts expiring on various dates from fiscal 2021 through fiscal 2029 or with unlimited carryforward.

net operating loss carryforwards of $ 422,072 , a significant amount of which begin to expire in fiscal year 2024, with the remaining amounts expiring on various dates from fiscal year 2022 through fiscal year 2030 or with unlimited carryforward.

In addition, we had $ 30,693 of tax credit carryforwards primarily related to U.S.

federal and state research and development credits, which expire on various dates beginning in fiscal 2031 or with unlimited carryforward.

Lastly, we had $ 18,164 and $ 5,662 of U.S.

federal and apportioned state capital loss carryforwards, respectively, which expire in fiscal 2025.

federal and state research and development credits, which expire on various dates beginning in fiscal year 2031 or with unlimited carryforward.

We also had $ 18,118 , $ 7,934 and $ 3,291 of U.S.

federal, apportioned state, and non-U.S.

capital loss carryforwards, respectively.

capital losses expire in fiscal year 2025 and the non-U.S.

capital losses have unlimited carryforward.

Lastly, we had $ 8,030 of Irish foreign tax credits with unlimited carryforward.

The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions where they arose.

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We currently benefit from various income tax holidays in certain jurisdictions.

The tax holidays expire on various dates from October 2020 through August 2022.

The tax holidays expire on various dates through August 2022.

When the tax holidays expire, we will be subject to tax at rates ranging from 15 % to 30 %.

As a result of the tax holidays, our net income was higher by $ 457 for fiscal 2020.

As a result of the tax holidays, our net income was higher by $ 181 for fiscal year 2021.

A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows:

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Reductions based on tax positions related to prior tax years ( 117 )

Reductions due to audit settlements

Reductions due to lapse of statute of limitations ( 763 )

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Reductions based on tax positions related to prior tax years ( 102 )

Reductions due to audit settlements ( 52 )

Reductions due to lapse of statute of limitations ( 71 )

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However, the final determination of our tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows.

Noncontrolling Interests

Noncontrolling Interest

For some of our subsidiaries, we own a controlling equity stake, and a third party or key member of the business' management team owns a minority portion of the equity.

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PrintBrothers

During the fourth quarter of fiscal 2019, we sold a minority equity interest in each of the three businesses within our PrintBrothers reportable segment to members of the management team.

We received proceeds of € 50,173 ( $ 57,046 based on the exchange rate on the date we received the proceeds) in exchange for an equity interest in each of the businesses ranging from 12 % to 13 % .

As of June 30, 2019, we recognized the redeemable noncontrolling interest at fair value of $ 57,046 .

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.

During the second quarter of fiscal 2020, we recorded an adjustment of $ 5,493 to increase the carrying value to the estimated redemption amounts, with the offset recognized in retained earnings in the consolidated balance sheet, since the estimated redemption amounts were less than the fair value.

As of June 30, 2020 , the redemption value was less than the carrying value, due in part to the decline in performance driven by the COVID-19 pandemic, and therefore no adjustment was required.

During the second quarter of fiscal year 2021, we repurchased equity interests ranging from 0.56 % to 1.15 % in each of the three businesses for a total of $ 5,063 .

During the year ended June 30, 2021, the redemption value of a PrintBrothers business increased above the carrying value due to growth in the fourth quarter of fiscal year 2021 as we've lapped the earliest periods that were more negatively impacted by the pandemic, resulting in an adjustment to the redeemable noncontrolling interest of $2,035, which was recognized as an adjustment to retained earnings.

All Other Businesses

On October 1, 2018, we acquired approximately 99 % of the outstanding equity interests of Build A Sign LLC.

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 year ended June 30, 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 $ 1,072 , which was recognized as an adjustment to retained earnings.

On April 23, 2021, we acquired 81 % of the outstanding equity interests of a US-based company that provides supply chain expertise and sells into a growing product category.

The remaining 19 % is considered a redeemable noncontrolling equity interest as it is redeemable for cash based on future financial results through put and call rights and not solely within our control.

On the acquisition date, we recognized the redeemable noncontrolling interest at fair value of $ 4,370 .

As of June 30, 2021, the redemption value was less than the carrying value, and therefore no adjustment was required.

On July 2, 2018, we acquired approximately 73 % of the shares of VIDA Group Co.

and on April 10, 2020, we sold all of the shares we held in the VIDA business.

Prior to the sale, the carrying value of the VIDA redeemable noncontrolling equity interest was zero.

Refer to Note 7 for additional details.

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

Redeemable noncontrolling interests

Balance as of June 30, 2019 $ 63,182

Proceeds from sale of noncontrolling interest

Acquisition of noncontrolling interest (1) 3,995

Accretion to redemption value recognized in retained earnings (2) 5,493

Net loss attributable to noncontrolling interest

Net income attributable to noncontrolling interest 630

Distribution to noncontrolling interest (3) ( 3,955 )

Purchase of noncontrolling interests

Adjustment to additional-paid in capital for purchase of noncontrolling interest

Other adjustments

Foreign currency translation ( 239 )

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Distribution to noncontrolling interest (3) ( 4,746 )

Purchase of noncontrolling interest ( 5,063 )

Foreign currency translation 1,632

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_________________

(1) During the first quarter of fiscal 2020, we acquired majority equity interests related to two immaterial businesses within our PrintBrothers reportable segment.

(1) During fiscal year 2020, we acquired majority equity interests related to two immaterial businesses within our PrintBrothers reportable segment and in fiscal year 2021, we acquired the majority equity interest in an immaterial business within our All Other reportable segment.

(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of the redemption amount estimated to be greater than carrying value but less than fair value.

Refer above for additional details.

Variable Interest Entity ("VIE")

Investment in Printi LLC

As of June 30, 2020 , we have a 96.3 % equity interest in Printi LLC, which owns an operating company in Brazil, and the shareholders of Printi share profits and voting control on a pro-rata basis.

During the fourth quarter of fiscal 2020, we entered into an agreement to purchase an additional 42.6 % economic interest in Printi.

In exchange for acquiring the additional equity interest, we did not make any additional outlays of cash;

rather we forgave loans provided to two previous Printi equity holders, which previously represented prepayments for our purchase of their equity interests.

Prior to purchasing the additional equity interest, the carrying value of the related loans were zero as we fully reserved for the loan receivable in fiscal year 2019 when we determined the collateral was estimated to have no value.

For the remaining minority equity interest, we previously agreed to acquire the remaining shares in Printi through a reciprocal put and call structure, contractually exercisable from April 1, 2021 through a mandatory redemption date of July 31, 2023.

This contractual obligation is presented as a liability on our consolidated balance sheet and we adjust the liability to its estimated redemption value each reporting period and recognize any changes within interest expense, net in our consolidated statement of operations.

As of June 30, 2020 and 2019, the carrying value of this liability is zero , based on its estimated redemption value.

(3) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses.

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.

During the first quarter of fiscal 2020, we revised our internal organizational and reporting structure leading to changes in our Vistaprint and All Other Businesses reportable segments.

Our Vistaprint Corporate Solutions, Vistaprint India, and Vistaprint Japan businesses, which were previously aggregated based on materiality in our All Other Businesses, are now directly managed within the Vistaprint business.

These businesses are close derivatives or adjacencies of the Vistaprint business and leverage the Vistaprint brand, customers, technology, and/or other

This change in reporting structure positions them closer to the Vistaprint operations, capabilities, and resources.

Additionally, during the fourth quarter of fiscal 2020, we reorganized technology teams that previously existed within our Vistaprint business and our central teams.

The reorganization resulted in some team member reductions in both organizations, and the net transfer of 177 team members from Vistaprint to our central Cimpress technology team.

This change is intended to free up resources to make more Vistaprint technologies available to other Cimpress businesses in the future, to accelerate Vistaprint's re-platforming efforts, and to reduce costs where no longer necessary.

We have revised our presentation of all prior periods presented to reflect our revised segment reporting for the two changes made during fiscal 2020.

As of June 30, 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, as well as a legacy revenue stream with retail partners and franchise businesses

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.

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• 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 smaller businesses that we continue to manage at a relatively modest operating loss and the addition of a newly acquired company that provides supply chain expertise and sells into a growing product category.

◦ BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas.

In the fourth quarter of fiscal year 2021, we closed a small acquisition under BuildASign in a new product category.

◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.

VIDA was part All Other Businesses segment through April 10, 2020, the date on which we sold our shares in the business.

◦ 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.

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These costs also include certain unallocated share-based compensation costs.

During the first quarter of fiscal 2020, we changed our segment profitability measure to an adjusted EBITDA metric.

The financial metric that we use to hold our businesses accountable on an annual basis is unlevered free cash flow.

Historically, we have reported segment profit based on adjusted net operating profit;

however, this is not a direct input to unlevered free cash flow.

We believe this change simplifies both our internal and external reporting, while also increasing the focus on a profitability metric that is a direct input into our internal operating measure, our steady-state free cash flow analysis that we report annually and our estimates of intrinsic value per share.

The primary difference between the segment profit we previously reported and the revised metric is depreciation and amortization.

The prior adjusted NOP-based metric only removed amortization of acquired intangibles, and the new segment EBITDA metric removes all depreciation and amortization, except for depreciation expense related to our Waltham, Massachusetts lease, which we treat in our historical results as operating expense.

The new segment EBITDA metric does include the cost of long-term incentive programs, including share-based compensation, just as the prior adjusted NOP-based metric.

For awards granted under our 2016 Performance Equity Plan, the PSU expense value is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis.

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 (with the exception of depreciation expense associated with our Waltham, Massachusetts lease for periods prior to our adoption of the new leasing standard on July 1, 2019), 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.

For historical periods presented, a portion of the interest expense associated with our Waltham, Massachusetts lease is included as expense in segment EBITDA and allocated based on headcount to the appropriate business or corporate and global function.

The interest expense represents a portion of the cash rent payment and is considered an operating expense for purposes of measuring our segment performance.

Beginning in fiscal 2020, as part of our adoption of the new leasing standard, the accounting treatment for our Waltham, Massachusetts lease has changed to an operating lease, so the expense associated with this lease is reflected in operating income and no longer requires an adjustment to segment EBITDA.

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 All Other Businesses reportable segment includes businesses that have operating losses as they are in the early stage of investment relative to the scale of the underlying businesses, which may limit its comparability to other segments regarding segment EBITDA.

Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment.

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Year Ended June 30,

2021 2020 2019

Vistaprint $ 1,444,807 $ 1,337,291 $ 1,508,322

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(1) Vistaprint segment revenues include inter-segment revenue of $ 6,180 , $ 5,851 and $ 5,631 for the years ended June 30, 2020, 2019 and 2018 , respectively.

(2) PrintBrothers segment revenues include inter-segment revenue of $ 934 , $ 1,227 and $ 2,068 for the years ended June 30, 2020, 2019 and 2018 , respectively.

(3) The Print Group segment revenues include inter-segment revenue of $ 5,994 , $ 796 and $ 690 for the years ended June 30, 2020, 2019 and 2018 , respectively.

(4) National Pen segment revenues include inter-segment revenue of $ 7,806 , $ 3,729 and $ 2,956 for the years ended June 30, 2020, 2019 and 2018 , respectively.

(5) All Other Businesses segment revenues include inter-segment revenue of $ 1,417 and $ 113 for the years ended June 30, 2020 and 2019 , respectively.

There was no inter-segment revenue for the year ended June 30, 2018 .

Our All Other Businesses segment includes the revenue from our BuildASign acquisition from October 1, 2018, and revenue from our Vida acquisition from July 2, 2018 through the divestiture date of April 10, 2020.

(1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.

Year Ended June 30, 2021

PrintBrothers

The Print Group

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 955,280 $ — $ — $ 154,857 $ 171,398 $ 1,281,535

Europe 350,270 420,946 258,230 106,004 — 1,135,450

Other 136,919 — — 20,762 17,847 175,528

Inter-segment 2,338 820 17,304 31,905 2,793 55,160

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Year Ended June 30, 2020

PrintBrothers

The Print Group

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 928,668 $ — $ — $ 154,632 $ 153,795 $ 1,237,095

Europe 325,239 416,987 269,220 112,046 — 1,123,492

Other 77,204 — — 24,990 18,577 120,771

Inter-segment 6,180 934 5,994 7,806 1,417 22,331

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Year Ended June 30, 2019

PrintBrothers

The Print Group

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

North America $ 1,040,928 $ — $ — $ 179,425 $ 112,216 $ 1,332,569

Europe 373,768 442,760 325,076 134,381 — 1,275,985

Other 87,775 — — 30,874 23,873 142,522

Inter-segment 5,851 1,227 796 3,729 113 11,716

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Total external revenue $ 1,502,471 $ 442,760 $ 325,076 $ 344,680 $ 136,089 $ 2,751,076

The following table includes segment EBITDA by reportable segment, total income from operations and total income before income taxes.

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

Year Ended June 30,

2021 2020 2019

Segment EBITDA:

Vistaprint $ 324,715 $ 366,334 $ 349,697

PrintBrothers 43,144 39,373 43,474

The Print Group 43,126 51,606 63,997

National Pen 11,644 7,605 17,299

All Other Businesses 31,707 17,474 ( 6,317 )

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Interest expense for Waltham, MA lease (1) — — 7,236

Gain on the purchase or sale of subsidiaries (3)

Total income from operations 123,510 55,969 163,607

Other income (expense), net

Other (expense) income, net ( 11,835 ) 22,874 26,476

Interest expense, net ( 119,368 ) ( 75,840 ) ( 63,171 )

Loss on early extinguishment of debt ( 48,343 ) — —

Income before income taxes

(Loss) income before income taxes $ ( 56,036 ) $ 3,003 $ 126,912

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(1) Upon the adoption of the new leasing standard on July 1, 2019, our Waltham, MA lease, which was previously classified as build-to-suit, is now classified as an operating lease under the new standard.

Therefore, the Waltham depreciation and interest expense adjustments that were made in comparative periods will no longer be made beginning in the first fiscal quarter of 2020, as any impact from the Waltham lease will be reflected in operating income.

Therefore, the Waltham depreciation and interest expense adjustments that were made in comparative periods are no longer made after such adoption as any impact from the Waltham lease is now reflected in operating income.

(2) For the year ended June 30, 2021, certain impairments and other adjustments includes lease impairment and abandonment charges for two leased locations totaling $ 19,882 .

Refer to Note 16 for additional details.

(2) Includes impairments of goodwill defined by ASC 350 - "Intangibles - Goodwill and Other" of $ 100,842 , as well as losses of $ 1,520 recognized for fair value adjustments to the disposal group related to our VIDA sale during the year ended June 30, 2020.

During fiscal year 2019 we recognized reserves for loans as defined by ASC 326 - "Financial Instruments - Credit Losses".

(3) Includes the impact of the gain on the sale of Albumprinter that was recognized in general and administrative expense in our consolidated statement of operations during the year ended June 30, 2018.

For the year ended June 30, 2020, certain impairments and other adjustments includes impairments of goodwill defined by ASC 350 - "Intangibles - Goodwill and Other" of $ 100,842 , as well as losses of $1,520 recognized for fair value adjustments to the disposal group related to our VIDA sale.

During the year ended June 30, 2019 we recognized reserves for loans as defined by ASC 326 - "Financial Instruments - Credit Losses".

Year Ended June 30,

2021 2020 2019

Depreciation and amortization:

Vistaprint $ 58,513 $ 59,029 $ 67,317

PrintBrothers 22,089 21,010 22,108

The Print Group 27,066 24,769 29,437

National Pen 25,123 23,654 21,642

All Other Businesses 19,811 23,755 17,068

2 unchanged sentences

Year Ended June 30,

2021 2020 2019

Purchases of property, plant and equipment:

Vistaprint $ 12,332 $ 15,986 $ 32,820

PrintBrothers 3,609 4,315 3,521

The Print Group 11,847 17,136 7,908

National Pen 3,603 5,016 8,346

All Other Businesses 5,466 4,242 16,996

2 unchanged sentences

Year Ended June 30,

2021 2020 2019

Capitalization of software and website development costs:

Vistaprint $ 28,297 $ 18,381 $ 23,369

PrintBrothers 1,465 990 1,787

The Print Group 1,603 1,484 2,327

National Pen 3,115 3,290 3,624

All Other Businesses 3,746 3,684 2,948

4 unchanged sentences

Year Ended June 30,

2021 2020 2019

United States $ 1,199,436 $ 1,251,531 $ 1,361,438

350,281 351,348 367,375

1,042,796 878,479 1,022,263

Total revenue $ 2,592,513 $ 2,481,358 $ 2,751,076

Year Ended June 30,

2021 2020 2019

Physical printed products and other (3) $ 2,477,158 $ 2,431,367 $ 2,700,167

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(3) Other revenue includes miscellaneous items which account for less than 1% of revenue.

(4) Digital products/service revenue includes revenue associated with design services and for the year ended June 30, 2021 includes revenue from our 99designs business which was acquired on October 1, 2020.

Refer to Note 7 for additional details.

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

June 30, 2020

June 30, 2019

June 30, 2021 June 30, 2020

Long-lived assets (1):

United States $ 107,868 $ 161,853

Netherlands 75,996 82,897

Canada 60,779 67,367

Switzerland 68,880 58,013

Italy 47,776 46,317

Jamaica 20,550 21,563

Australia 21,298 19,695

France 25,417 23,917

Japan 14,891 15,430

Other 96,063 94,922

Total $ 539,518 $ 591,974

___________________

(1) Excludes goodwill of $ 621,904 and $ 718,880 , intangible assets, net of $ 209,228 and $ 262,701 , and deferred tax assets of $ 143,496 and $ 59,906 as of June 30, 2020 and June 30, 2019 , respectively.

Build-to-suit lease assets of $ 124,408 are excluded for the year ended June 30, 2019, and upon our adoption of ASC 842 on July 1, 2019, our Waltham, MA and Dallas, TX build-to-suit lease asset balances were de-recognized.

As of June 30, 2020 , all operating lease assets are recognized within the balances above.

Refer to Note 2 for additional details.

(1) Excludes goodwill of $ 726,979 and $ 621,904 , intangible assets, net of $ 186,744 and $ 209,228 , deferred tax assets of $ 149,618 and $ 143,496 , and marketable securities, non-current of $50,713 and zero as of June 30, 2021 and June 30, 2020, respectively.

We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2034.

Our finance leases primarily relate to machinery and plant equipment.

The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2020 :

Consolidated Balance Sheet Classification

June 30, 2020

Operating right-of-use assets

Operating lease assets, net

Finance right-of-use assets

Property, plant, and equipment, net

The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2021 and 2020:

Leases Consolidated Balance Sheet Classification June 30, 2021 June 30, 2020

Operating right-of-use assets Operating lease assets, net (1) $ 87,626 $ 156,258

Finance right-of-use assets Property, plant, and equipment, net (2) 35,384 20,842

Total lease assets $ 123,010 $ 177,100

Operating lease liabilities

Operating lease liabilities, current

Finance lease liabilities

Other current liabilities

Operating lease liabilities

Operating lease liabilities, non-current

Finance lease liabilities

Other liabilities

Operating lease liabilities Operating lease liabilities, current (1) $ 26,551 $ 41,772

Finance lease liabilities Other current liabilities (2) 32,314 8,055

Operating lease liabilities Operating lease liabilities, non-current 66,222 128,963

Finance lease liabilities Other liabilities 18,528 18,617

Total lease liabilities $ 143,615 $ 197,407

The following table represents the lease expenses for the year ended June 30, 2020 :

June 30, 2020

__________________

(1) The decrease in operating lease assets and liabilities is due primarily to the Waltham lease modifications described below.

(2) The increase in finance lease assets and liabilities is due primarily to the lease modification described below within the "Other Lease Modification" section.

The following table represents the lease expenses for the years ended June 30, 2021 and 2020:

June 30, 2021 June 30, 2020

Operating lease expense (1) $ 36,803 $ 43,058

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Net operating and finance lease cost $ 48,108 $ 56,752

__________________

(1) The decrease in operating lease expense for the fiscal year ended June 30, 2021 is driven primarily by the Waltham lease modification described below.

Future minimum lease payments under non-cancelable leases as of June 30, 2021 were as follows:

Payments Due by Period

Operating lease obligations

Finance lease obligations

Total lease obligations

Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations

Less than 1 year $ 29,527 $ 32,873 $ 62,400

2 years 25,125 6,738 31,863

3 years 20,377 5,511 25,888

4 years 12,397 4,326 16,723

5 years 7,270 2,181 9,451

Thereafter 6,899 1,293 8,192

Total 101,595 52,922 154,517

present value discount ( 8,822 ) ( 2,080 ) ( 10,902 )

Lease liability $ 92,773 $ 50,842 $ 143,615

As previously disclosed in our 2019 Annual Report on Form 10-K and under the previous lease accounting standard, the following is a summary of future minimum lease payments under non-cancelable leases and build-to-suit arrangements as of June 30, 2019:

Operating lease obligations

Build-to-suit lease obligations (1)

Finance lease obligations

Total lease obligations

___________________

(1) Build-to-suit minimum payments at June 30, 2019 related to our Waltham, MA and Dallas, TX leases, refer to Note 2 for additional details.

Other information about leases is as follows:

Lease Term and Discount Rate

June 30, 2020

Lease Term and Discount Rate June 30, 2021 June 30, 2020

Weighted-average remaining lease term (years):

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Finance leases 3.93 % 2.62 %

__________________

(1) The increase to finance leases' weighted-average lease term is largely due to the reclassification of an operating lease to a finance lease upon giving notice to a landlord to exercise our purchase option under an existing lease.

Refer to the "Other Lease Modification" section below for more details.

Our leases have remaining lease terms of 1 year to 14 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

Supplemental Cash Flow Information

June 30, 2020

Supplemental Cash Flow Information June 30, 2021 June 30, 2020

Cash paid for amounts included in measurement of lease liabilities:

3 unchanged sentences

__________________

(1) During the fourth quarter of fiscal 2020, we negotiated rent payment holidays with several leasing counterparties for both operating and finance leases as a lease concession in response to the COVID-19 pandemic.

Our cash flows from operating and finance leases in fiscal 2020 were higher by $ 6,385 and $ 1,833 , respectively, due to these deferrals of lease payments.

(1) The operating lease cash flows included $ 8,761 of termination fees for the Waltham lease modification as described below.

Waltham Lease Modification

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 commenced 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.

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 year ended June 30, 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 year ended June 30, 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 Modification

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 year ended June 30, 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 year ended June 30, 2021.

On June 1, 2021, we gave notice to the landlord of one of our leased facilities to exercise our purchase option under the existing lease, which triggered a remeasurement event as the purchase option is now considered reasonably certain of occurring.

We also executed a letter of intent during the current quarter to sell the building to an unrelated third-party, which would occur simultaneously with our exercise of the purchase option.

The lease was previously recognized as an operating lease and our intent to now purchase the leased facility resulted in a modification of the lease and reclassification to a finance lease.

The modification increased our lease liability to include the estimated purchase option amount, which remains subject to change as the purchase option amount is based on fair market value with an embedded floor.

This modification resulted in an increase to the lease liability and asset of $ 8,201 and recognition of a finance lease asset of $ 15,860 and a corresponding liability of $ 23,959 .

Commitments and Contingencies

Purchase Obligations

At June 30, 2020 , we had unrecorded commitments under contract of $ 109,728 , including third-party web services of $ 61,721 and inventory and third-party fulfillment purchase commitments of $ 21,817 .

In addition, we had purchase commitments for professional and consulting fees of $ 3,787 , production and computer equipment purchases of $ 859 , commitments for advertising campaigns of $ 999 , and other unrecorded purchase commitments of $ 20,545 .

At June 30, 2021, we had unrecorded commitments under contract of $ 245,149 , including third-party web services of $ 95,497 , inventory and third-party fulfillment purchase commitments of $ 55,530 , software of $ 47,694 , advertising of $ 13,047 , production and computer equipment purchases of $ 14,722 , professional and consulting fees of $ 7,438 , and other unrecorded purchase commitments of $ 11,221 .

The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2021 are as follows:

On April 28, 2020, we executed an amendment to our senior secured credit facility, and we reduced the credit facility from $ 1,551,419 to $ 1,000,000 , made up of an $ 850,000 revolver and $ 150,000 term loan.

The amendment also changed the maturity date of the senior secured credit facility from February 2025 to November 2024.

Refer to Note 10 for additional details.

2022 $ 13,330

Thereafter 1,094,420

Total $ 1,764,856

Other Obligations

We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 45,025 in aggregate as of June 30, 2021.

As of June 30, 2021, this balance includes the deferred payment related to the 99designs acquisition in the amount of $ 44,423 due in February 2022.

Refer to Note 7 for additional details.

Legal Proceedings

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The restructuring charges included in our consolidated statement of operations for the years ended June 30, 2021, 2020, and 2019 were $ 1,641 , $ 13,543 , and $ 12,054 , respectively.

During the year ended June 30, 2020 , we recognized restructuring charges of $ 13,543 consisting of charges of $ 5,734 within our Vistaprint reportable segment as we continue to evolve our organizational structure, including our recent reorganization of the technology team.

During the year ended June 30, 2021 we recognized restructuring charges of of $ 1,641 , primarily due to organizational changes within The Print Group segment totaling $ 1,966 intended to streamline certain activities.

This was partially offset by changes in estimate related to prior period actions of $ 325 .

We do not expect any material charges to be incurred in future periods related to each of these initiatives.

During the year ended June 30, 2020, we recognized restructuring charges of $ 13,543 , consisting of charges of $ 5,734 within our Vistaprint reportable segment as we evolved our organizational structure, including our reorganization of the technology team.

We also recognized $ 3,532 in charges within our central and corporate costs, due to the coordinated reorganization of technology teams with our Vistaprint business.

We also incurred charges of $ 3,211 , $ 535 , and $ 475 in our National Pen, All Other Businesses and The Print Group reportable segments, respectively during the year ended June 30, 2020, for various cost reduction measures primarily in response to the pandemic.

These restructuring actions were completed during fiscal year 2020.

During the year ended June 30, 2019, we recognized restructuring charges of $ 12,054 , primarily related to a restructuring action within our Vistaprint business, resulting in $ 8,467 of charges.

The Vistaprint action included changes to the leadership team, as well as other reductions in headcount and associated costs.

We also incurred individually immaterial restructuring charges in The Print Group and All Other Businesses reportable segments, and Central and Corporate cost center of $ 2,223 , $ 1,197 , and $ 167 , respectively.

During the year ended June 30, 2018, we recognized restructuring charges of $ 15,236 , which included $ 12,112 related to our Vistaprint reorganization for reductions in headcount and other operating costs.

These changes simplified operations and more closely aligned functions to increase the speed of execution.

We also recognized $ 2,249 of restructuring charges within the central and corporate group, as well as $ 819 of expense for an initiative within our All Other Businesses reportable segment.

During the year ended June 30, 2018, we recognized changes in estimates of $ 56 from our January 2017 restructuring initiative.

We also incurred individually immaterial restructuring charges in The Print Group, All Other Businesses reportable segments, and Central and Corporate cost center of $ 2,223 , $ 1,197 , and $ 167 , respectively.

These restructuring actions were completed during fiscal year 2019.

The following table summarizes the restructuring activity during the years ended June 30, 2021 and 2020:

Severance and Related Benefits

Other Restructuring Costs

Severance and Related Benefits Other Restructuring Costs Total

Accrued restructuring liability as of June 30, 2019 $ 3,045 $ 167 $ 3,212

8 unchanged sentences

__________________

(1) Non-cash charges primarily include acceleration of share-based compensation expenses.

Quarterly Financial Data (unaudited)

Year Ended June 30, 2020

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Cost of revenue

Net income (loss)

Net income (loss) attributable to Cimpress plc

Net income (loss) per share attributable to Cimpress plc:

Year Ended June 30, 2019

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Cost of revenue

Net (loss) income

Net (loss) income attributable to Cimpress plc

Net (loss) income per share attributable to Cimpress plc:

___________________

(1) In the periods in which a net loss is recognized, the impact of share options, warrants, RSUs, and RSA's are anti-dilutive, and therefore our basic and diluted earnings per share are the same.

Basic and diluted net income (loss) per share attributable to Cimpress plc are computed independently for each of the quarters presented.

Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net income per share.

(1) Non-cash charges primarily include the write-off of property, plant and equipment, net, which was recognized as part of the actions taken in The Print Group segment during the year ended June 30, 2021, and also includes the acceleration of share based compensation expenses for the year ended June 30, 2020.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data