CIMPRESS plc 10-K

Item 8. Financial Statements and Supplementary Data CIMPRESS PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 45 Consolidated Balance Sheets 47 Consolidated Statements of Operations 48 Consolidated Statements of Comprehensive (Loss) Income 49 Consolidated Statements of Shareholders’ Equity (Deficit) 50 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 55 44 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Cimpress plc Opinions on the Financial Statements and Internal Control over Financial Reporting 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021 in conformity with accounting principles generally accepted in the United States of America. 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. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting 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; (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; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 45 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 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 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. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. 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. 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 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 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 Boston, Massachusetts August 6, 2021 We have served as the Company’s auditor since 2014. 46 CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) June 30, 2021 June 30, 2020 Assets 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 Total current assets 528,498 248,404 Property, plant and equipment, net 328,679 338,659 Operating lease assets, net 87,626 156,258 Software and website development costs, net 87,690 71,465 Deferred tax assets 149,618 143,496 Goodwill 726,979 621,904 Intangible assets, net 186,744 209,228 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: Accounts payable $ 199,831 $ 163,891 Accrued expenses 247,513 210,764 Deferred revenue 50,868 39,130 Short-term debt 9,895 17,933 Operating lease liabilities, current 26,551 41,772 Other current liabilities 103,515 13,268 Total current liabilities 638,173 486,758 Deferred tax liabilities 27,433 33,811 Long-term debt 1,732,511 1,415,657 Operating lease liabilities, non-current 66,222 128,963 Other liabilities 96,410 88,187 Total liabilities 2,560,749 2,153,376 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 71,120 69,106 Shareholders’ deficit: Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding — — Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; 26,035,910 and 25,885,675 shares outstanding, respectively 615 615 Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, issued and outstanding 28 28 Treasury shares, at cost, 18,044,717 and 18,194,952 shares, respectively ( 1,368,595 ) ( 1,376,496 ) Additional paid-in capital 459,904 438,616 Retained earnings 537,677 618,437 Accumulated other comprehensive loss ( 79,000 ) ( 88,676 ) Total shareholders' deficit ( 449,371 ) ( 407,476 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 2,182,498 $ 1,815,006 See accompanying notes. 47 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) 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 Technology and development expense (1) 253,060 253,252 236,797 Marketing and selling expense (1) 648,391 574,041 713,863 General and administrative expense (1) 195,652 183,054 162,652 Amortization of acquired intangible assets 53,818 51,786 53,256 Restructuring expense (1) 1,641 13,543 12,054 Impairment of goodwill — 100,842 7,503 Income from operations 123,510 55,969 163,607 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 ) — — (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 Add: Net (income) loss attributable to noncontrolling interest ( 2,772 ) ( 630 ) 1,572 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 Weighted average shares outstanding — diluted 25,996,572 27,773,286 31,662,705 ____________________________________________ (1) Share-based compensation is allocated as follows: Year Ended June 30, 2021 2020 2019 Cost of revenue $ 387 $ 486 $ 455 Technology and development expense 9,063 9,003 3,765 Marketing and selling expense 6,947 2,703 1,193 General and administrative expense 20,637 21,061 12,882 Restructuring expense — 1,621 3,421 See accompanying notes. 48 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) Year Ended June 30, 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 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 Add: Comprehensive (income) loss attributable to noncontrolling interests ( 4,404 ) ( 391 ) 4,537 Total comprehensive (loss) income attributable to Cimpress plc $ ( 68,035 ) $ 74,546 $ 85,003 See accompanying notes. 49 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity (Deficit) Balance at June 30, 2018 44,080 $ 615 — $ — ( 13,206 ) $ ( 685,577 ) $ 395,682 $ 452,756 $ ( 69,814 ) $ 93,662 Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 123 3,100 ( 3,106 ) — — ( 6 ) Restricted share units vested, net of shares withheld for taxes — — — — 38 573 ( 2,866 ) — — ( 2,293 ) Grant of restricted share awards — — — — 4 24 — — 24 Share-based compensation expense — — — — — — 18,064 — — 18,064 Purchase of ordinary shares — — — — ( 594 ) ( 55,567 ) — — — ( 55,567 ) Net income attributable to Cimpress plc — — — — — — — 95,052 95,052 Adjustment for purchase of noncontrolling interest — — — — — — 2,714 — — 2,714 Adjustment to noncontrolling interest for share forfeiture — — — — — — 591 — — 591 Adoption of new accounting standard — — — — — — — ( 3,246 ) — ( 3,246 ) Noncontrolling interest accretion to redemption value — — — — — — — ( 7,140 ) — ( 7,140 ) Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 19,477 ) ( 19,477 ) Foreign currency translation, net of hedges — — — — — — — — 9,638 9,638 Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 204 ) ( 204 ) Balance at June 30, 2019 44,080 $ 615 — $ — ( 13,635 ) $ ( 737,447 ) $ 411,079 $ 537,422 $ ( 79,857 ) $ 131,812 See accompanying notes. 50 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED) (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity (Deficit) Balance at June 30, 2019 44,080 $ 615 — $ — ( 13,635 ) $ ( 737,447 ) $ 411,079 $ 537,422 $ ( 79,857 ) $ 131,812 Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 432 ( 12,518 ) ( 28,388 ) — — ( 40,906 ) Restricted share units vested, net of shares withheld for taxes — — — — 13 712 ( 1,317 ) — — ( 605 ) Issuance of deferred ordinary shares — — 25 28 — — — — — 28 Grant of restricted share awards — — — — ( 2 ) ( 187 ) — — — ( 187 ) Share-based compensation expense — — — — — — 34,810 — — 34,810 Purchase of ordinary shares — — — — ( 5,003 ) ( 627,056 ) — — — ( 627,056 ) Net income attributable to Cimpress plc — — — — — — — 83,365 — 83,365 Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 5,493 ) — ( 5,493 ) Adoption of new accounting standards — — — — — — — 3,143 — 3,143 Issuance of warrants — — — — — — 22,432 — — 22,432 Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — ( 18,796 ) ( 18,796 ) Foreign currency translation, net of hedges — — — — — — — — 11,172 11,172 Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 1,195 ) ( 1,195 ) Balance at June 30, 2020 44,080 $ 615 25 $ 28 ( 18,195 ) $ ( 1,376,496 ) $ 438,616 $ 618,437 $ ( 88,676 ) $ ( 407,476 ) See accompanying notes. 51 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED) (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity (Deficit) Balance at June 30, 2020 44,080 $ 615 25 $ 28 ( 18,195 ) $ ( 1,376,496 ) $ 438,616 $ 618,437 $ ( 88,676 ) $ ( 407,476 ) 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. 52 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2021 2020 2019 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 Impairment of goodwill — 100,842 7,503 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 Loss on early extinguishment of debt 48,343 — — 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 ) Other non-cash items 7,041 11,229 9,209 Changes in operating assets and liabilities: 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 Accounts payable 29,367 ( 17,547 ) 19,835 Accrued expenses and other liabilities 23,218 36,766 11,803 Net cash provided by operating activities 265,221 338,444 331,095 Investing activities Purchases of property, plant and equipment ( 38,524 ) ( 50,467 ) ( 70,563 ) Proceeds from the sale of subsidiaries, net of transaction costs and cash divested — ( 1,124 ) — Business acquisitions, net of cash acquired ( 53,410 ) ( 4,272 ) ( 289,920 ) 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 (Payments of) proceeds from settlement of derivatives designated as hedging instruments ( 3,291 ) 29,791 ( 12,016 ) Other investing activities ( 269 ) 1,556 345 Net cash used in investing activities ( 354,316 ) ( 66,864 ) ( 420,166 ) Financing activities 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 — Proceeds from issuance of second lien notes — 271,568 — Proceeds from issuance of warrants — 22,432 — Payments of debt ( 1,242,606 ) ( 1,337,334 ) ( 947,696 ) Payments for early redemption of second lien notes ( 309,000 ) — — Payments of debt issuance costs ( 11,963 ) ( 22,570 ) ( 2,729 ) Payments of purchase consideration included in acquisition-date fair value ( 1,205 ) ( 358 ) ( 3,282 ) Payments of withholding taxes in connection with equity awards ( 5,757 ) ( 41,709 ) ( 5,979 ) Payments of finance lease obligations ( 8,000 ) ( 9,511 ) ( 17,063 ) Purchase of noncontrolling interests ( 5,063 ) — ( 85,520 ) Proceeds from sale of noncontrolling interest — — 57,046 Purchase of ordinary shares — ( 627,056 ) ( 55,567 ) Proceeds from issuance of ordinary shares ( 2,280 ) 6 3,403 See accompanying notes. 53 CIMPRESS PLC 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 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 ) Net increase (decrease) in cash and cash equivalents 138,002 9,742 ( 8,948 ) Cash and cash equivalents at beginning of period 45,021 35,279 44,227 Cash and cash equivalents at end of period $ 183,023 $ 45,021 $ 35,279 Supplemental disclosures of cash flow information 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 Capitalization of construction costs related to financing lease obligation (1) — — 13,448 Property and equipment acquired under finance leases 6,996 1,605 11,871 Amounts accrued related to business acquisitions 45,025 2,289 5,564 ____________________ (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. See accompanying notes. 54 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Description of the Business Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization, via which we deliver large volumes of individually small-sized customized orders for a broad spectrum of print, signage, photo merchandise, invitations and announcements, writing instruments, packaging, apparel and other categories. We invest in and build customer-focused, entrepreneurial mass customization businesses for the long term, which we manage in a decentralized, autonomous manner. Mass customization is a core element of the business model of each Cimpress business. We drive competitive advantage across Cimpress through a select few shared strategic capabilities that have the greatest potential to create Cimpress-wide value. We limit all other central activities to only those which absolutely must be performed centrally. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and the related equity securities do not have a readily determinable fair value, are accounted for using the cost method and are included in other assets on the consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. 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 We consider all highly liquid investments purchased with an original maturity of three months or less to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents consist of depository accounts and money market funds. Cash and cash equivalents restricted for use were $ 537 and $ 86 as of June 30, 2021 and 2020, respectively, and are included in other assets in the accompanying consolidated balance sheets. For bank accounts that are overdrawn at the end of a reporting period, including any net negative balance in our notional cash pool, we reclassify these overdrafts to short-term debt on our consolidated balance sheets. Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified 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. 55 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 Accounts receivable includes amounts due from customers. We offset gross trade accounts receivable with an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance when the potential for recovery is no longer reasonably assured. Inventories 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 products are included in cost of revenues as incurred. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their construction period are evaluated on a per project basis and, if material, the costs are capitalized. No interest costs associated with our construction projects were capitalized in any of the years presented as the amounts were not material. Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. 56 Software and Web Site Development Costs 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. Costs associated with preliminary stage software development, repair, maintenance or the development of website content are expensed as incurred. Amortization of previously capitalized amounts in the years ended June 30, 2021, 2020 and 2019 was $ 47,560 , $ 40,753 and $ 35,068 , respectively, resulting in accumulated amortization of $ 231,482 and $ 180,993 at June 30 2021 and 2020, respectively. Intangible Assets We capitalize the costs of purchasing patents from unrelated third parties and amortize these costs over the estimated useful life of the patent. The costs related to patent applications, pursuing others who we believe infringe on our patents, and defending against patent-infringement claims are expensed as incurred. We record acquired intangible assets at fair value on the date of acquisition using the income approach to value the trade names, customer relationships and customer network and a replacement cost approach to value developed technology and our print network. The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate. The baseline data for this analysis was the cash flow estimates used to price the transaction. We amortize such assets using the straight-line method over the expected useful life of the asset, unless another amortization method is deemed to be more appropriate. In estimating the useful life of the acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. Long-Lived Assets Long-lived assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. We did not recognize any impairment or abandonment charges for acquired intangible assets in any of the periods presented. Business Combinations We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates. Assets acquired that are determined to not have economic use for us are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. 57 The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. Goodwill The evaluation of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment should be aggregated as one reporting unit due to their similarity or reviewed individually. Goodwill is evaluated for impairment on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered to be impaired when the carrying amount of a reporting unit exceeds its estimated fair value. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the results of this analysis indicate that the fair value of a reporting unit is less than its carrying value, the quantitative impairment test is required; otherwise, no further assessment is necessary. To perform the quantitative approach, we estimate the fair value of our reporting units using a discounted cash flow methodology. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. Refer to Note 8 for additional information. Debt Issuance Costs Costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement on a straight-line basis through the maturity date of the related debt instrument. We evaluate all changes to our debt arrangements, to determine whether the changes represent a modification or extinguishment to the old debt arrangement. If a debt instrument is deemed to be modified, we capitalize all new lenders fees and expense all third-party fees. 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 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 We record all derivatives on the consolidated balance sheet at fair value. We apply hedge accounting to arrangements that qualify and are designated for hedge accounting treatment, which includes cash flow and net investment hedges. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination or cancellation. 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) 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. For derivatives designated as cash flow hedges, we present the settlement amount of these contracts within cash from investing activities in our consolidated statement of cash flows, if the hedged item continues after contract settlement. Derivatives designated and qualifying as hedges of currency exposure of a net investment in a foreign operation are considered net investment hedges which could include cross-currency swap and currency forward contracts. In hedging the currency exposure of a net investment in a foreign operation, the effective and ineffective portion of gains and losses on the hedging instruments is recognized in accumulated other comprehensive (loss) income as part of currency translation adjustment. 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 we reduce our investment in the hedged foreign operation through a sale or substantial liquidation. 58 We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting. When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other (expense) income, net. In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. 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. Shareholders' Equity (Deficit) Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) is composed of net income, unrealized gains and losses on derivatives, unrealized loss on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive income. Treasury Shares Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. We reissue treasury shares as part of our share-based compensation programs and as consideration for some of our acquisition transactions. Upon issuance of treasury shares we determine the cost using the average cost method. Warrants 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. The fair value of the warrants was determined using a Monte Carlo valuation and applying a discount for the lack of marketability for the warrants. 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. Revenue Recognition We generate revenue primarily from the sale and shipment of customized manufactured products. 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. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant. 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. 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 59 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. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers and therefore we recognize revenue at a point in time. We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to June 30, 2021. We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers and, therefore, do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense. 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. Restructuring Restructuring costs are recorded in connection with initiatives designed to improve efficiency or enhance competitiveness. Restructuring initiatives require us to make estimates in several areas, including expenses for severance and other employee separation costs and our ability to generate sublease income to enable us to terminate lease obligations at the estimated amounts. One-time termination benefits are expensed at the date we notify the employee, unless the employee must provide future service beyond the statutory minimum retention period, in which case the benefits are expensed ratably over the future service period. Liabilities for costs associated with a facility exit or disposal activity are recognized when the liability is incurred, as opposed to when management commits to an exit plan, and are measured at fair value. 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 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. Advertising Expense Our advertising costs are primarily expensed as incurred and included in marketing and selling expense. Advertising expense for the years ended June 30 2021, 2020 and 2019 was $ 333,665 , $ 302,449 and $ 427,673 , respectively, which consisted of external costs related to customer acquisition and retention marketing campaigns. Research and Development Expense Research and development costs are expensed as incurred and included in technology and development expense. Research and development expense for the years ended June 30 2021, 2020 and 2019 was $ 49,254 , $ 49,201 , and $ 40,976 , respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities. 60 Income Taxes As part of the process of preparing our consolidated financial statements, we calculate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax expense and deferred tax expense based on assessing temporary and permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance. In the event that actual results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The tax benefits recognized in our financial statements from such positions are measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The unrecognized tax benefits will reduce our effective tax rate if recognized. 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 Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. 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 (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, 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 Other gains 370 1 476 Total other (expense) income, net $ ( 11,835 ) $ 22,874 $ 26,476 _____________________ (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 (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 61 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. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: 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/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 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. Compensation Expense Share-based Compensation Compensation expense for all share-based awards is measured at fair value on the date of grant and recognized over the requisite service period. We recognize the impact of forfeitures as they occur. 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 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. For awards that are ultimately settleable in cash, we treat them as liability awards and mark the award to market each reporting period recognizing any gain or loss in our statements of operations. 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 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. As the PSUs include both a service and market condition the related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. 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. Total share-based compensation expense was $ 37,034 , $ 34,874 and $ 21,716 for the years ended June 30 2021, 2020 and 2019, respectively. Sabbatical Leave Compensation expense associated with a sabbatical leave, or other similar benefit arrangements, is accrued over the requisite service period during which an employee earns the benefit, net of estimated forfeitures, and is included in other liabilities on our consolidated balance sheets. 62 Concentrations of Credit Risk We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. We do not have any customers that accounted for greater than 10% of our accounts receivable as of June 30, 2021 and 2020. We do not have any customers that accounted for greater than 10% of our revenue for the years ended June 30, 2021, 2020 and 2019. We maintain an allowance for doubtful accounts for potential credit losses based upon specific customer accounts and historical trends, and such losses to date in the aggregate have not materially exceeded our expectations. Lease Accounting We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Costs for operating leases that include incentives such as payment escalations or rent abatements are recognized on a straight-line basis over the term of the lease. Additionally, inducements received are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the shorter of their expected useful life or the lease term, excluding renewal periods. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Finance leases are accounted for as an acquisition of an asset and incurrence of an obligation. Assets held under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease, and amortized over the useful life of the asset. The corresponding finance lease obligation is recorded at the present value of the minimum lease payments at inception of the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. 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. We also make variable lease payments for certain print equipment leases that are determined based on production volumes. For lease arrangements where we are deemed to be involved in the construction of structural improvements prior to the commencement of the lease or take some level of construction risk, we are considered the owner of the assets during the construction period. 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 63 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. We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees, classify the leases as finance leases and have subleased the asset under similar terms, resulting in their classification as direct financing leases. For direct financing leases, we recognize a sublease receivable within prepaid expenses and other current assets and other assets in the consolidated balance sheets. Recently Issued or Adopted Accounting Pronouncements New Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" (ASU 2019-12), which modifies certain aspects of income tax accounting. We early adopted the standard on July 1, 2020. For the 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. 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. 64 3. Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: June 30, 2021 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Currency forward contracts $ 1,679 $ — $ 1,679 $ — Total assets recorded at fair value $ 1,679 $ — $ 1,679 $ — Liabilities Interest rate swap contracts $ ( 25,193 ) $ — $ ( 25,193 ) $ — Cross-currency swap contracts ( 9,914 ) — ( 9,914 ) — Currency forward contracts ( 19,651 ) — ( 19,651 ) — Currency option contracts ( 3,080 ) — ( 3,080 ) — Total liabilities recorded at fair value $ ( 57,838 ) $ — $ ( 57,838 ) $ — June 30, 2020 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 4,462 $ — $ 4,462 $ — Currency forward contracts 7,949 — 7,949 — Currency option contracts 1,429 — 1,429 — Total assets recorded at fair value $ 13,840 $ — $ 13,840 $ — Liabilities Interest rate swap contracts $ ( 39,520 ) $ — $ ( 39,520 ) $ — Cross-currency swap contracts ( 4,746 ) — ( 4,746 ) — Currency forward contracts ( 8,519 ) — ( 8,519 ) — Currency option contracts ( 38 ) — ( 38 ) — Total liabilities recorded at fair value $ ( 52,823 ) $ — $ ( 52,823 ) $ — During the years ended June 30, 2021 and 2020, there were no significant transfers in or out of Level 1, Level 2 and Level 3 classifications. 65 The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of June 30, 2021, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of June 30, 2021 and June 30, 2020, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximated their estimated fair values. As of June 30, 2021 and June 30, 2020, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,764,856 and $ 1,482,177 , respectively, and the fair value was $ 1,767,209 and $ 1,450,719 , respectively. Our debt at June 30, 2021 includes variable-rate debt instruments indexed to LIBOR that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. 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. 4. Derivative Financial Instruments We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If the derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other (expense) income, net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. 66 Amounts reported in accumulated other comprehensive loss related to interest rate swap contracts will be reclassified to interest expense, net as interest payments are accrued or made on our variable-rate debt. As of 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, 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: Notional Amounts Contracts accruing interest as of June 30, 2021 $ 500,000 Contracts with a future start date 330,000 Total $ 830,000 Hedges of Currency Risk Cross-Currency Swap Contracts From time to time, we execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedge currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of 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 (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. Other Currency Contracts We execute currency forward and option contracts in order to mitigate our exposure to fluctuations in various currencies against our reporting currency, the U.S. dollar. As of 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. dollar equivalent value of a portion of our net investment in two consolidated subsidiaries that have the Euro as their functional currency. Amounts reported in accumulated other comprehensive loss are recognized as a component of our cumulative translation adjustment. We have elected to not apply hedge accounting for all other currency forward and option contracts. During the 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. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. 67 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, 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 The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of June 30, 2021 and June 30, 2020. Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility. June 30, 2021 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships 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 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 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 ) 68 June 30, 2020 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ ( 31,161 ) $ — $ ( 31,161 ) Cross-currency swaps Other assets 4,462 — 4,462 Other liabilities ( 4,746 ) — ( 4,746 ) Derivatives in net investment hedging relationships Currency forward contracts Other assets — — — Other current liabilities / other liabilities ( 6,829 ) — ( 6,829 ) Total derivatives designated as hedging instruments $ 4,462 $ — $ 4,462 $ ( 42,736 ) $ — $ ( 42,736 ) Derivatives not designated as hedging instruments Interest rate swaps Other assets $ — $ — $ — Other liabilities $ ( 8,359 ) $ — $ ( 8,359 ) Currency forward contracts Other current assets / other assets 9,702 ( 1,753 ) 7,949 Other current liabilities / other liabilities ( 2,136 ) 446 ( 1,690 ) Currency option contracts Other current assets / other assets 1,699 ( 270 ) 1,429 Other current liabilities / other liabilities ( 38 ) — ( 38 ) Total derivatives not designated as hedging instruments $ 11,401 $ ( 2,023 ) $ 9,378 $ ( 10,533 ) $ 446 $ ( 10,087 ) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive (loss) income for the years ended June 30, 2021, 2020 and 2019: Amount of Net Gain (Loss) on Derivatives Recognized in Comprehensive Income Year Ended June 30, 2021 2020 2019 Derivatives in cash flow hedging relationships Interest rate swaps $ 3,340 $ ( 28,259 ) $ ( 20,400 ) Cross-currency swaps 6,996 3,689 ( 3,009 ) Derivatives in net investment hedging relationships Cross-currency swaps — — 6,557 Currency forward contracts ( 19,052 ) 21,240 14,726 Total $ ( 8,716 ) $ ( 3,330 ) $ ( 2,126 ) 69 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 Statement of Operations Year Ended June 30, 2021 2020 2019 Derivatives in cash flow hedging relationships 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, 2021 2020 2019 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 5. Accumulated Other Comprehensive Income (Loss) The following table presents a roll forward of amounts recognized in accumulated other comprehensive income (loss) by component, net of tax of $ 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 ) Other comprehensive (loss) income before reclassifications ( 23,409 ) ( 204 ) 9,638 ( 13,975 ) Amounts reclassified from accumulated other comprehensive loss to net income 3,932 — — 3,932 Net current period other comprehensive (loss) income ( 19,477 ) ( 204 ) 9,638 ( 10,043 ) Balance as of June 30, 2019 ( 11,282 ) ( 204 ) ( 68,371 ) ( 79,857 ) Other comprehensive (loss) income before reclassifications ( 24,570 ) ( 1,195 ) 11,172 ( 14,593 ) Amounts reclassified from accumulated other comprehensive loss to net income 5,774 — — 5,774 Net current period other comprehensive (loss) income ( 18,796 ) ( 1,195 ) 11,172 ( 8,819 ) 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, 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. 70 6. Property, Plant and Equipment, Net Property, plant, and equipment, net consists of the following: June 30, Estimated useful lives 2021 2020 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) 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. 7. 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. 71 The fair value of the assets acquired and liabilities assumed was: Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 8,603 n/a Accounts receivable, net 494 n/a Prepaid expenses and other current assets 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: 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. 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. 72 8. Goodwill and Acquired Intangibles The carrying amount of goodwill by reportable segment as of June 30, 2021 and June 30, 2020 was as follows: 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 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 ) Balance as of June 30, 2020 $ 150,846 $ 129,764 $ 155,197 $ 186,097 $ 621,904 Acquisitions (1) 70,792 — — 14,208 85,000 Effect of currency translation adjustments (4) 3,509 7,543 9,023 — 20,075 Balance as of June 30, 2021 $ 225,147 $ 137,307 $ 164,220 $ 200,305 $ 726,979 _________________ (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. dollar. Impairment Review 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 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. 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. 73 As required, prior to performing the quantitative goodwill impairment test, we first evaluated the recoverability of long-lived assets as the change in expected long-term cash flows is indicative of a potential impairment. We performed the recoverability test using undiscounted cash flows for the asset groups of all three reporting units and concluded that no impairment of long-lived assets exists. After performing the long-lived assets recoverability test, we performed a quantitative assessment of goodwill of the three reporting units and compared the carrying value to the estimated fair value. For each reporting unit, the estimated fair value of the reporting unit exceeded the related carrying value and we concluded that no impairment exists. We used the income approach, specifically the discounted cash flow method, to derive the fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income producing assets. We considered using the market approach but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available. The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. 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 74 Acquired Intangible Assets June 30, 2021 June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Customer relationships 199,294 ( 152,410 ) 46,884 190,329 ( 123,857 ) 66,472 Customer network and other 22,301 ( 14,431 ) 7,870 15,847 ( 11,696 ) 4,151 Print network 26,182 ( 15,757 ) 10,425 24,743 ( 12,144 ) 12,599 Total intangible assets $ 500,029 $ ( 313,285 ) $ 186,744 $ 459,258 $ ( 250,030 ) $ 209,228 Acquired intangible assets amortization expense for the years ended June 30 2021, 2020 and 2019 was $ 53,818 , $ 51,786 and $ 53,256 respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years and thereafter is as follows: 2022 $ 50,749 2023 41,425 2024 27,263 2025 15,103 2026 10,827 Thereafter 41,377 $ 186,744 9. Other Balance Sheet Components Accrued expenses included the following: June 30, 2021 June 30, 2020 Compensation costs $ 73,861 $ 67,307 Income and indirect taxes 46,074 53,161 Advertising costs (1) 35,093 14,746 Shipping costs 9,401 5,080 Production costs 6,881 7,012 Sales returns 5,636 5,166 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 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. 75 Other current liabilities included the following: June 30, 2021 June 30, 2020 Current portion of finance lease obligations (1) $ 32,314 $ 8,055 Short-term derivative liabilities 20,530 3,521 Other (2) 50,671 1,692 Total other current liabilities $ 103,515 $ 13,268 _____________________ ( 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, 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 10. Debt 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% Senior secured notes due 2025 — 300,000 Other 12,835 11,694 Debt issuance costs and debt premiums (discounts) ( 22,450 ) ( 48,587 ) Total debt outstanding, net 1,742,406 1,433,590 Less: short-term debt (1) 9,895 17,933 Long-term debt $ 1,732,511 $ 1,415,657 _____________________ (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 Debt Our various debt arrangements described below contain customary representations, warranties and events of default. 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 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%; and • 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 76 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; asset sales; 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 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. 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. 77 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 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. 11. Shareholders' Equity (Deficit) Treasury 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. Warrants 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 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 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. 78 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- Average Grant Date Fair Value Aggregate Intrinsic Value 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- Average Grant Date Fair Value Aggregate Intrinsic Value 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. 79 Share options We have previously granted options to purchase ordinary shares at prices that are at least equal to the fair market value of the shares on the date the option is granted and have a contractual term of approximately eight to ten years. Options generally vested over 3 years for non-employee directors and over 4 years for employees. The fair value of each option award subject only to service period vesting is estimated on the date of grant using the Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period. Use of a valuation model requires management to make certain assumptions with respect to inputs. The expected volatility assumption is based upon historical volatility of our share price. The expected term assumption is based on the contractual and vesting term of the option and historical experience. The risk-free interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the grant date. 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 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 Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at the beginning of the period 110,538 $ 55.27 1.0 Granted — — Exercised ( 105,240 ) 54.02 Forfeited/expired — — Outstanding at the end of the period 5,298 80.01 3.8 $ 150 Exercisable at the end of the period 5,298 $ 80.01 3.8 $ 150 The intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received if all option holders exercised in-the-money options on June 30, 2021. 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. 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. 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. As of June 30, 2021, there was $ 61,127 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 2.5 years. 12. Employees' Savings Plans Defined contribution plans We maintain certain government-mandated and defined contribution plans throughout the world. Our most significant defined contribution retirement plans are in the U.S. and comply with Section 401(k) of the Internal Revenue Code. We offer eligible employees in the U.S. 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 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. 80 Defined benefit plan We currently have a defined benefit plan that covers substantially all of our employees in Switzerland. Our Swiss plan is a government-mandated retirement fund with benefits generally earned based on years of service and compensation during active employment; however, the level of benefits varies within the plan. Eligibility is determined in accordance with local statutory requirements. Under this plan, both we and certain of our employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary, and gender. As of June 30 2021 and 2020, the plan had an unfunded net pension obligation of approximately $ 2,883 , and $ 2,743 , respectively, and plan assets which totaled approximately $ 4,128 and $ 3,403 , respectively. For the years ended June 30, 2021, 2020 and 2019 we recognized expense totaling $ 667 , $ 399 and $ 424 , respectively, related to our Swiss plan. 13. Income Taxes The following is a summary of our income (loss) before income taxes by geography: Year Ended June 30, 2021 2020 2019 U.S. $ 2,546 $ ( 58,765 ) $ ( 10,879 ) Non-U.S. ( 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 Current: U.S. Federal $ ( 93 ) $ ( 16,269 ) $ 84 U.S. State 546 213 1,130 Non-U.S. 28,205 22,361 26,862 Total current 28,658 6,305 28,076 Deferred: U.S. Federal ( 1,573 ) 12,980 ( 1,347 ) U.S. State ( 31 ) 3,213 ( 183 ) Non-U.S. ( 8,151 ) ( 103,490 ) 6,886 Total deferred ( 9,755 ) ( 87,297 ) 5,356 Total $ 18,903 $ ( 80,992 ) $ 33,432 81 The following is a reconciliation of the standard U.S. federal statutory tax rate and our effective tax rate: Year Ended June 30, 2021 2020 2019 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 3.6 ( 130.1 ) ( 1.0 ) 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 U.S. tax reform — ( 372.6 ) 3.7 Goodwill impairment — 759.1 2.0 Change in valuation allowance ( 30.8 ) 1,277.5 ( 1.7 ) Irish foreign tax credit 10.0 262.3 ( 19.1 ) Tax on repatriated earnings ( 4.4 ) 154.1 8.0 Gain/loss on sale of subsidiary — ( 189.2 ) — Notional interest deduction (Italy) 1.6 ( 47.9 ) ( 0.8 ) Patent box (Italy) — ( 24.2 ) ( 3.4 ) Tax credits and incentives 4.0 ( 88.3 ) ( 3.6 ) Non-US tax rate changes 1.4 81.7 0.1 Business and withholding taxes ( 0.4 ) 28.7 0.8 Uncertain tax positions ( 1.1 ) 28.8 ( 0.1 ) Nondeductible interest expense ( 19.4 ) 157.4 1.3 Other non-deductible expenses 0.6 47.5 1.5 Tax on unremitted earnings ( 1.0 ) 31.4 8.0 Change in tax residence — — 20.5 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, 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, Canada, France, Germany, India, Ireland, Italy, the Netherlands, Spain and Switzerland. The applicable tax rates in these jurisdictions range from 10 % to 30 %. The total tax rate benefit from operating in non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S. earnings” in the above tax rate reconciliation table. 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 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. 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 82 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 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: Swiss tax reform amortizable goodwill $ 124,372 $ 127,965 Net operating loss carryforwards 73,534 62,374 Leases 31,363 33,078 Depreciation and amortization 9,136 4,308 Accrued expenses 9,538 6,253 Share-based compensation 11,192 9,482 Credit and other carryforwards 39,109 29,216 Derivative financial instruments 8,226 6,739 Other 5,774 7,551 Subtotal 312,244 286,966 Valuation allowance ( 113,917 ) ( 91,575 ) Total deferred tax assets 198,327 195,391 Deferred tax liabilities: Depreciation and amortization ( 28,187 ) ( 41,017 ) 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 ) Net deferred tax assets $ 122,185 $ 109,686 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 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. 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. research and development credits and U.S. 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. 83 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. 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. We will continue to review our forecasts and profitability trends on a quarterly basis. Based on the weight of available evidence at June 30, 2021, management believes that it is more likely than not that all other net deferred tax assets will be realized in the foreseeable future. We will continue to assess the realization of the deferred tax assets based on operating results on a quarterly basis. A reconciliation of the beginning and ending amount of the valuation allowance for the year ended June 30, 2021 is as follows: Balance at June 30, 2020 $ 91,575 Charges to earnings (1) 17,214 Charges to other accounts (2) 5,128 Balance at June 30, 2021 $ 113,917 _________________ (1) Amount is primarily related to increased U.S. and non-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 $ 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 $ 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 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. The U.S. 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. We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our subsidiaries’ earnings: (i) the forecasts, budgets and financial requirements of both our parent company and its subsidiaries, both for the long term and for the short term; (ii) the ability of Cimpress plc to fund its operations and obligations with earnings from other businesses within the global group without incurring substantial tax costs; and (iii) the tax consequences of any decision to reinvest earnings of any subsidiary. As of June 30, 2021, no tax provision has been made for $ 43,401 of undistributed earnings of certain of our subsidiaries as these earnings are considered indefinitely reinvested. If, in the future, we decide to repatriate the undistributed earnings from these subsidiaries in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $ 10,000 to $ 11,000 at that time. A cumulative deferred tax liability of $ 6,877 has been recorded attributable to undistributed earnings that we have deemed are not indefinitely reinvested. The remaining undistributed earnings of our subsidiaries are not deemed to be indefinitely reinvested and can be repatriated with no tax cost. Accordingly, there has been no provision for income or withholding taxes on these earnings. We currently benefit from various income tax holidays in certain jurisdictions. 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 $ 181 for fiscal year 2021. 84 A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows: Balance June 30, 2018 $ 4,705 Additions based on tax positions related to the current tax year 702 Additions based on tax positions related to prior tax years 201 Reductions based on tax positions related to prior tax years ( 117 ) Reductions due to lapse of statute of limitations ( 763 ) Cumulative translation adjustment ( 7 ) Balance June 30, 2019 4,721 Additions based on tax positions related to the current tax year 586 Additions based on tax positions related to prior tax years 769 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 ) Cumulative translation adjustment ( 4 ) Balance June 30, 2020 5,847 Additions based on tax positions related to the current tax year 1,428 Additions based on tax positions related to prior tax years 7,448 Reductions based on tax positions related to prior tax years ( 51 ) Reductions due to audit settlements ( 83 ) Reductions due to lapse of statute of limitations ( 229 ) Cumulative translation adjustment 19 Balance June 30, 2021 $ 14,379 For the year ended June 30, 2021, the amount of unrecognized tax benefits (exclusive of interest) that, if recognized, would impact the effective tax rate is $ 1,307 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. The accrued interest and penalties recognized as of June 30, 2021, 2020 and 2019 were $ 1,014 , $ 384 and $ 515 , respectively. It is reasonably possible that a further change in unrecognized tax benefits in the range of $ 300 to $ 310 may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2014 through 2020 remain open for examination by the United States Internal Revenue Service ("IRS") and the years 2015 through 2020 remain open for examination in the various states and non-US tax jurisdictions in which we file tax returns. We are currently under income tax audit in certain jurisdictions globally. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 85 14. 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. The balance sheet and operating activity of these entities are included in our consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to the redeemable noncontrolling interests as temporary equity within our consolidated balance sheet and the proportionate share of noncontrolling interests not subject to a redemption provision that is outside of our control as equity. We recognize redeemable noncontrolling interests at fair value on the sale or acquisition date and adjust to the redemption value on a periodic basis with the offset to retained earnings in the consolidated balance sheet. If the formulaic redemption value exceeds the fair value of the noncontrolling interest, then the accretion to redemption value is offset to the net (income) loss attributable to noncontrolling interest in our consolidated statement of operations. Redeemable Noncontrolling Interests PrintBrothers Members of the PrintBrothers management team hold a minority equity interest ranging from 11 % to 12 % in each of the three businesses within the segment. The put options associated with the redeemable noncontrolling interest are exercisable beginning in 2021, while the associated call options become exercisable in 2026. 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 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. Refer to Note 7 for additional details. 86 The following table presents the reconciliation of changes in our redeemable noncontrolling interests: Redeemable noncontrolling interests Balance as of June 30, 2019 $ 63,182 Acquisition of noncontrolling interest (1) 3,995 Accretion to redemption value recognized in retained earnings (2) 5,493 Net income attributable to noncontrolling interest 630 Distribution to noncontrolling interest (3) ( 3,955 ) Foreign currency translation ( 239 ) Balance as of June 30, 2020 69,106 Acquisition of noncontrolling interest (1) 4,370 Accretion to redemption value recognized in retained earnings (2) 3,049 Net income attributable to noncontrolling interest 2,772 Distribution to noncontrolling interest (3) ( 4,746 ) Purchase of noncontrolling interest ( 5,063 ) Foreign currency translation 1,632 Balance as of June 30, 2021 $ 71,120 _________________ (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. (3) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses. 15. Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of 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, our 99designs business which was acquired on October 1, 2020, as well as a legacy revenue stream with retail partners and franchise businesses. • PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses. • The Print Group - Includes the results of our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses. • National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel and gifts. • All Other Businesses - Includes a collection of businesses grouped together based on materiality. With the exception of BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two 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. 87 ◦ 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. ◦ YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property owners in China, supporting multiple channels including retail stores, websites, WeChat and e-commerce platforms to enhance brand awareness and competitiveness and develop new markets. Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our Board of Directors, CEO, and the team members necessary for managing corporate activities, such as treasury, tax, capital allocation, financial consolidation, internal audit and legal. These costs also include certain unallocated share-based compensation costs. The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs. Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. Year Ended June 30, 2021 2020 2019 Revenue: Vistaprint $ 1,444,807 $ 1,337,291 $ 1,508,322 PrintBrothers 421,766 417,921 443,987 The Print Group 275,534 275,214 325,872 National Pen 313,528 299,474 348,409 All Other Businesses 192,038 173,789 136,202 Total segment revenue 2,647,673 2,503,689 2,762,792 Inter-segment eliminations (1) ( 55,160 ) ( 22,331 ) ( 11,716 ) Total consolidated revenue $ 2,592,513 $ 2,481,358 $ 2,751,076 _____________________ (1) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment. 88 Year Ended June 30, 2021 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 Total segment revenue 1,444,807 421,766 275,534 313,528 192,038 2,647,673 Less: inter-segment elimination ( 2,338 ) ( 820 ) ( 17,304 ) ( 31,905 ) ( 2,793 ) ( 55,160 ) Total external revenue $ 1,442,469 $ 420,946 $ 258,230 $ 281,623 $ 189,245 $ 2,592,513 Year Ended June 30, 2020 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 Total segment revenue 1,337,291 417,921 275,214 299,474 173,789 2,503,689 Less: inter-segment elimination ( 6,180 ) ( 934 ) ( 5,994 ) ( 7,806 ) ( 1,417 ) ( 22,331 ) Total external revenue $ 1,331,111 $ 416,987 $ 269,220 $ 291,668 $ 172,372 $ 2,481,358 Year Ended June 30, 2019 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 Total segment revenue 1,508,322 443,987 325,872 348,409 136,202 2,762,792 Less: inter-segment elimination ( 5,851 ) ( 1,227 ) ( 796 ) ( 3,729 ) ( 113 ) ( 11,716 ) Total external revenue $ 1,502,471 $ 442,760 $ 325,076 $ 344,680 $ 136,089 $ 2,751,076 89 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 ) Total segment EBITDA 454,336 482,392 468,150 Central and corporate costs ( 135,398 ) ( 140,398 ) ( 117,295 ) Depreciation and amortization ( 173,212 ) ( 167,943 ) ( 172,957 ) Waltham, MA lease depreciation adjustment (1) — — 4,120 Proceeds from insurance ( 122 ) — — Earn-out related charges — 54 — Share-based compensation related to investment consideration — — ( 2,893 ) Certain impairments and other adjustments (2) ( 20,453 ) ( 104,593 ) ( 10,700 ) Restructuring-related charges ( 1,641 ) ( 13,543 ) ( 12,054 ) Interest expense for Waltham, MA lease (1) — — 7,236 Total income from operations 123,510 55,969 163,607 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 ) — — (Loss) income before income taxes $ ( 56,036 ) $ 3,003 $ 126,912 ___________________ (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 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. 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 Central and corporate costs 20,610 15,726 16,199 Total depreciation and amortization $ 173,212 $ 167,943 $ 173,771 90 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 Central and corporate costs 1,667 3,772 972 Total purchases of property, plant and equipment $ 38,524 $ 50,467 $ 70,563 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 Central and corporate costs 22,711 16,163 14,597 Total capitalization of software and website development costs $ 60,937 $ 43,992 $ 48,652 Enterprise Wide Disclosures: The following tables set forth revenues by geographic area and groups of similar products and services: Year Ended June 30, 2021 2020 2019 United States $ 1,199,436 $ 1,251,531 $ 1,361,438 Germany (1) 350,281 351,348 367,375 Other (2) 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 Digital products/services (4) 115,355 49,991 50,909 Total revenue $ 2,592,513 $ 2,481,358 $ 2,751,076 __________________ (1) Our revenues within the German market exceeded 10% of our total consolidated revenue. Therefore, we have presented Germany as a significant geographic area. (2) Our other revenue includes Ireland, our country of domicile. (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. 91 The following table sets forth long-lived assets by geographic area: 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 $ 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. 16. Leases 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, 2021 and 2020: Leases Consolidated Balance Sheet Classification June 30, 2021 June 30, 2020 Assets: 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 Liabilities: Current: Operating lease liabilities Operating lease liabilities, current (1) $ 26,551 $ 41,772 Finance lease liabilities Other current liabilities (2) 32,314 8,055 Non-current: 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 __________________ (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. 92 The following table represents the lease expenses for the years ended June 30, 2021 and 2020: Year Ended June 30, 2021 June 30, 2020 Operating lease expense (1) $ 36,803 $ 43,058 Finance lease expense: Amortization of finance lease assets 5,557 5,766 Interest on lease liabilities 211 698 Variable lease expense 7,846 10,775 Less: sublease income ( 2,309 ) ( 3,545 ) 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 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 Less: present value discount ( 8,822 ) ( 2,080 ) ( 10,902 ) Lease liability $ 92,773 $ 50,842 $ 143,615 Other information about leases is as follows: Lease Term and Discount Rate June 30, 2021 June 30, 2020 Weighted-average remaining lease term (years): Operating leases 4.28 6.18 Finance leases (1) 10.71 4.61 Weighted-average discount rate: Operating leases 3.17 % 2.83 % 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. Year Ended Supplemental Cash Flow Information June 30, 2021 June 30, 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 47,327 $ 40,777 Operating cash flows from finance leases 211 698 Financing cash flows from finance leases 8,001 9,511 __________________ (1) The operating lease cash flows included $ 8,761 of termination fees for the Waltham lease modification as described below. 93 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 . 17. Commitments and Contingencies Purchase Obligations 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 . 94 Debt 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: 2022 $ 13,330 2023 15,614 2024 15,247 2025 13,718 2026 612,527 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 We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any of our current matters to have a material adverse impact on our consolidated results of operations, cash flows or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. 18. Restructuring Charges Restructuring costs include one-time employee termination benefits, acceleration of share-based compensation, write-off of assets and other related costs including third-party professional and outplacement services. 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, 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, 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. 95 The following table summarizes the restructuring activity during the years ended June 30, 2021 and 2020: Severance and Related Benefits Other Restructuring Costs Total Accrued restructuring liability as of June 30, 2019 $ 3,045 $ 167 $ 3,212 Restructuring charges 13,193 350 13,543 Cash payments ( 8,647 ) ( 440 ) ( 9,087 ) Non-cash charges (1) ( 1,622 ) — ( 1,622 ) Accrued restructuring liability as of June 30, 2020 5,969 77 6,046 Restructuring charges 998 643 1,641 Cash payments ( 6,565 ) — ( 6,565 ) Non-cash charges (1) — ( 720 ) ( 720 ) Accrued restructuring liability as of June 30, 2021 $ 402 $ — $ 402 __________________ (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. Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure None.