What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-08-05 compared with 2021-08-06 · 474 added, 426 removed, 1224 unchanged (42% of the section changed)

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm 45

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets 48

1 unchanged sentence

Consolidated Statements of Comprehensive (Loss) Income 50

Consolidated Statements of Shareholders’ Equity (Deficit) 50

Consolidated Statements of Shareholders’ Deficit 51

Consolidated Statements of Cash Flows 54

3 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Cimpress plc 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 have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2022, 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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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.

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.

Critical Audit Matters

1 unchanged sentence

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

Goodwill - Quantitative Impairment Assessments

As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $767 million as of June 30, 2022.

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.

Management performed a quantitative assessment for all nine reporting units with goodwill as of the annual goodwill impairment test date of May 31.

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.

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

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.

1 unchanged sentence

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.

The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessments for certain reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value of certain reporting units, (ii) 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, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of certain reporting units.

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

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

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method;

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.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s discounted cash flow method and (ii) the reasonableness of the discount rate significant assumption.

/s/ PricewaterhouseCoopers LLP

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

44,080,627 shares issued;

44,083,569 and 44,080,627 shares issued, respectively;

26,112,322 and 26,035,910 shares outstanding, respectively

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

Deferred ordinary shares, nominal value €1.00 per share, 25,000 shares authorized, none and 25,000 issued and outstanding, respectively — 28

Treasury shares, at cost, 17,971,247 and 18,044,717 shares, respectively

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Income from operations 47,298 123,510 55,969

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

Other income (expense), net 61,463 ( 19,353 ) 22,874

Interest expense, net ( 99,430 ) ( 119,368 ) ( 75,840 )

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

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

Income (loss) before income taxes 9,331 ( 63,554 ) 3,003

Income tax expense (benefit) 59,901 18,903 ( 80,992 )

Net (loss) income ( 50,570 ) ( 82,457 ) 83,995

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

Net (income) attributable to noncontrolling interests ( 3,761 ) ( 2,772 ) ( 630 )

Net (loss) income attributable to Cimpress plc $ ( 54,331 ) $ ( 85,229 ) $ 83,365

13 unchanged sentences

See accompanying notes.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

3 unchanged sentences

Other comprehensive (loss) income, net of tax:

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

Foreign currency translation (losses) gains, net of hedges ( 9,990 ) 12,915 10,933

Net unrealized gains (losses) on derivative instruments designated and qualifying as cash flow hedges 2,813 10,336 ( 24,570 )

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 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income on derivative instruments 26,197 ( 4,089 ) 5,774

Gain (loss) on pension benefit obligation, net 1,649 ( 336 ) ( 1,195 )

Comprehensive (loss) income ( 29,901 ) ( 63,631 ) 74,937

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

Comprehensive (income) attributable to noncontrolling interests ( 76 ) ( 4,404 ) ( 391 )

Total comprehensive (loss) income attributable to Cimpress plc $ ( 29,977 ) $ ( 68,035 ) $ 74,546

See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

(in thousands)

7 unchanged sentences

Shareholders’

Equity (Deficit)

Balance at June 30, 2019 44,080 $ 615 — $ — ( 13,635 ) $ ( 737,447 ) $ 411,079 $ 537,422 $ ( 79,857 ) $ 131,812

1 unchanged sentence

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 )

2 unchanged sentences

Net income attributable to Cimpress plc — — — — — — — 83,365 — 83,365

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 )

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 )

3 unchanged sentences

See accompanying notes.

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(in thousands)

7 unchanged sentences

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 )

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

Issuance of deferred ordinary shares — — 25 28 — — — — — 28

Grant of restricted share awards — — — — ( 2 ) ( 187 ) — — — ( 187 )

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

Purchase of ordinary shares — — — — ( 5,003 ) ( 627,056 ) — — — ( 627,056 )

Net income attributable to Cimpress plc — — — — — — — 83,365 — 83,365

Net loss attributable to Cimpress plc — — — — — — — ( 85,229 ) — ( 85,229 )

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

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 )

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

Foreign currency translation, net of hedges — — — — — — — — 11,283 11,283

2 unchanged sentences

See accompanying notes.

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED)

(in thousands)

7 unchanged sentences

Shareholders’

Equity (Deficit)

Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 530,159 $ ( 71,482 ) $ ( 449,371 )

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

Purchase and cancellation of deferred ordinary shares — — ( 25 ) ( 28 ) — — — — — ( 28 )

Restricted share units vested, net of shares withheld for taxes 4 — — — 74 5,045 ( 8,315 ) — — ( 3,270 )

2 unchanged sentences

Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 61,690 ) — ( 61,690 )

Decrease in noncontrolling interest due to share purchase — — — — — — ( 272 ) — — ( 272 )

Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 29,010 29,010

Foreign currency translation, net of hedges — — — — — — — — ( 6,305 ) ( 6,305 )

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

Unrealized gain on pension benefit obligation, net of tax — — — — — — — — 1,649 1,649

Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 )

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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 )

Unrealized (gain) loss on derivatives not designated as hedging instruments included in net (loss) income ( 40,408 ) 17,323 7,731

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency 537 240 ( 802 )

Other non-cash items ( 13,704 ) 7,041 11,229

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effects of businesses acquired:

Accounts receivable ( 18,119 ) ( 11,474 ) 26,659

9 unchanged sentences

Capitalization of software and website development costs ( 65,297 ) ( 60,937 ) ( 43,992 )

Purchases of marketable securities ( 203,581 ) — —

Proceeds from the sale of assets 37,771 5,696 1,644

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

Proceeds from maturity of held-to-maturity investments 151,200 — —

Payments for settlement of derivatives designated as hedging instruments 2,244 ( 3,291 ) 29,791

Other investing activities ( 617 ) ( 269 ) 1,556

4 unchanged sentences

Proceeds from issuance of senior notes — — 210,500

Proceeds from issuance of second lien notes — 271,568 —

Proceeds from issuance of 12% Senior Secured Notes due 2025 — — 271,568

Proceeds from issuance of warrants — — 22,432

Payments of debt ( 14,510 ) ( 1,242,606 ) ( 1,337,334 )

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

Payments for early redemption of 12% Senior Secured Notes due 2025 — ( 309,000 ) —

Payments of debt issuance costs ( 1,444 ) ( 11,963 ) ( 22,570 )

3 unchanged sentences

Purchase of noncontrolling interests ( 2,165 ) ( 5,063 ) —

Proceeds from sale of noncontrolling interest — — 57,046

Purchase of ordinary shares — — ( 627,056 )

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

Distribution to noncontrolling interest ( 3,963 ) ( 4,747 ) ( 3,955 )

Other financing activities ( 112 ) ( 684 ) ( 1,758 )

Net cash (used in) provided by financing activities ( 106,572 ) 224,128 ( 258,255 )

See accompanying notes.

3 unchanged sentences

2022 2021 2020

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 ( 14,937 ) 2,969 ( 3,583 )

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

Net increase in cash and cash equivalents 94,030 138,002 9,742

Cash and cash equivalents at beginning of period 183,023 45,021 35,279

5 unchanged sentences

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 7,033 6,996 1,605

Amounts accrued related to property, plant and equipment 12,810 4,462 8,371

Amounts accrued related to capitalized software development costs 124 2,830 —

Amounts accrued related to business acquisitions 8,425 45,025 2,289

____________________

(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.

2 unchanged sentences

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.

Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders.

Our products include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, and other categories.

Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency.

In October 2021 our Vista business and reportable segment began evolving its brand architecture to "Vista".

Brands like "VistaPrint", "VistaCreate", "99designs by Vista", Vista x Wix, and "Vista Corporate Solutions" now operate within the "Vista" brand architecture.

This move should help open customers' minds to allow us to serve a broader set of their needs across a wide range of products and solutions that includes design, social media and web presence as well as print.

No changes were made to our internal organizational or reporting structure as a result of this rebranding, but we we now refer to this reportable segment as "Vista".

Refer to Note 15 for additional details.

Summary of Significant Accounting Policies

2 unchanged sentences

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.

Investments in entities in which we cannot exercise significant influence, and for which the related equity securities do not have a readily determinable fair value, are included in other assets on the consolidated balance sheets;

otherwise the investments are recognized by applying equity method accounting.

Our equity method investments are included in other assets on the consolidated balance sheets.

Use of Estimates

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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.

In light of the recent Russian invasion of Ukraine and the related sanctions that have been placed on certain Russian entities and activities, we have evaluated the impacts that these events have on our business and on our financial results.

Currently, we have no material exposure to Ukraine and Russia in terms of revenue, supply and tangible assets.

We also considered any triggering events for our intangibles assets and due to the limited exposure we have to both countries, we concluded that no triggering events have occurred.

We do have employees in Ukraine from our recently acquired Depositphotos business, and we are providing financial and other assistance to those employees.

The impact of these costs are not material to our financial results.

Revision of Prior Period Financial Statements

Foreign Currency Gains Associated with Intercompany Loan Hedge

During the second fiscal quarter of 2022, we identified an error related to the recognition of foreign currency gains that were included in other income (expense), net within our consolidated statements of operations, associated with a net investment hedge.

In May 2021, we designated a €300,000 intercompany loan as a net investment hedge to hedge the risk of changes in the U.S.

dollar equivalent value of a portion of our net investment in one of our consolidated subsidiaries that has the Euro as its functional currency.

As this hedging instrument was designated as a net investment hedge, all foreign currency gains and losses should be recognized in accumulated other comprehensive loss as part of currency translation adjustment.

For the year ended June 30, 2021, we incorrectly recognized $ 7,518 of gains in other income (expense), net.

This error overstated other income (expense), net;

income (loss) before income taxes;

and net loss for the period but did not have an impact on cash provided by operating activities, since it is a non-cash currency item.

Included below are the revisions made for each period presented.

Consolidated Balance Sheets As of June 30, 2021

Reported Adjustments Revised

Accumulated other comprehensive loss $ ( 79,000 ) $ 7,518 $ ( 71,482 )

Retained earnings 537,677 ( 7,518 ) 530,159

Consolidated Statements of Operations Year ended

June 30, 2021

Reported Adjustments Revised

Other income (expense), net $ ( 11,835 ) $ ( 7,518 ) $ ( 19,353 )

Loss before income taxes ( 56,036 ) ( 7,518 ) ( 63,554 )

Net loss ( 74,939 ) ( 7,518 ) ( 82,457 )

Net loss attributable to Cimpress plc ( 77,711 ) ( 7,518 ) ( 85,229 )

Net loss per share attributable to Cimpress plc:

Basic $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 )

Diluted $ ( 2.99 ) $ ( 0.29 ) $ ( 3.28 )

Consolidated Statements of Comprehensive (Loss) Income Year ended

June 30, 2021

Reported Adjustments Revised

Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 )

Foreign currency translation losses, net of hedges 5,397 7,518 12,915

Consolidated Statements of Shareholders' Deficit Year ended

June 30, 2021

Reported Adjustments Revised

Net loss attributable to Cimpress plc $ ( 77,711 ) $ ( 7,518 ) $ ( 85,229 )

Foreign currency translation, net of hedges 3,765 7,518 11,283

Consolidated Statements of Cash Flows Year ended

June 30, 2021

Reported Adjustments Revised

Net loss $ ( 74,939 ) $ ( 7,518 ) $ ( 82,457 )

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 7,278 ) 7,518 240

Presentation of Revenue and Cost of Revenue

During the first quarter of fiscal 2022, we identified an immaterial error related to the presentation of revenue for one-to-one design service arrangements that overstated revenue and cost of revenue for the period from October 1, 2020 through June 30, 2021.

On October 1, 2020 we acquired the 99designs business, which is presented as part of our Vista reportable segment, and after acquisition we recognized revenue on a gross basis as if we were the principal to the transactions.

During the first quarter of fiscal 2022, we reconsidered the guidance of ASC 606-10-55-39 and confirmed we are the principal for contest arrangements;

however, the one-to-one design service portion of 99designs revenue is governed by different terms and conditions.

We evaluated whether we have control over these services before the design is transferred to the customer, as we leverage a network of third-party designers to fulfill this offering.

The pricing and fulfillment responsibility aspects of the one-to-one design arrangements led us to conclude we are an agent to these specific transactions.

The revision for the year ended June 30, 2021 is summarized in the table below.

Consolidated Statements of Operations Year ended June 30, 2021

Reported Adjustments Revised

Revenue $ 2,592,513 $ ( 16,552 ) $ 2,575,961

Cost of revenue 1,316,441 ( 16,552 ) 1,299,889

Management assessed the materiality of the misstatements described above on prior period financial statements in accordance with SEC Staff Accounting Bulletin (“SAB” No.

99, Materiality, codified in ASC 250-10, Accounting Changes and Error Corrections ("ASC 250") and ASC 250 (SAB No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements) and concluded that these misstatements were not material to any prior annual or interim periods.

Cash and Cash Equivalents

4 unchanged sentences

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.

We did not have a bank or book overdraft for any of the periods presented.

Marketable Securities

3 unchanged sentences

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, 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.

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

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

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

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:

We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the years ended June 30, 2022 and 2021, and we held no marketable securities during the year ended June 30, 2020.

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

June 30, 2022

Amortized cost Unrealized losses Fair value

Due within one year or less:

Corporate debt securities $ 49,952 $ ( 546 ) $ 49,406

Total held-to-maturity securities $ 49,952 $ ( 546 ) $ 49,406

June 30, 2021

Amortized cost Unrealized gains Fair value

Due within one year or less:

Commercial paper $ 74,463 $ ( 28 ) $ 74,407

Corporate debt securities 77,785 ( 57 ) 77,638

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

Total due within one year or less 152,248 ( 85 ) 152,045

Due after one year through two years:

Corporate debt securities 50,713 ( 90 ) 50,721

Total $ 202,961 $ 202,786

Total held-to-maturity securities $ 202,961 $ ( 175 ) $ 202,766

Accounts Receivable

10 unchanged sentences

Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets.

Software and Web Site Development Costs

Software and Website 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.

16 unchanged sentences

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.

During the year ended June 30, 2021, our intent to occupy two leased spaces changed, and we performed the required impairment assessment for the right-of-use assets.

The assessment resulted in a total impairment charge of $ 12,769 for both right-of-use assets as well as an $ 8,303 impairment charge for abandoned assets associated with the leased spaces.

These charges were recognized in general and administrative expense.

Refer to Note 16 for additional information about the lease changes in fiscal year 2021.

Business Combinations

16 unchanged sentences

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.

For the years ended June 30, 2022 and 2021, we recognized no goodwill impairment charges, and during the year ended June 30, 2020, we recognized a goodwill impairment charge of $ 100,842 .

We recognized a partial impairment of the goodwill of our Exaprint reporting unit of $ 40,391 (a business within The Print Group reportable segment), a full impairment of the goodwill of our National Pen reporting unit of $ 34,434 and a full impairment of the goodwill of our VIDA reporting unit of $ 26,017 (a business previously reported within All Other Businesses reportable segment).

Refer to Note 8 for additional details regarding the annual goodwill impairment test performed in the current fiscal year.

Debt Issuance Costs

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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.

For derivatives designated as cash flow hedges, we present the settlement amount of these contracts within cash from operating activities in our consolidated statement of cash flows, if the hedged item continues after contract settlement.

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.

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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.

Shareholders' Deficit

Comprehensive (Loss) Income

Comprehensive (loss) income 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 (loss) income is composed of net (loss) 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.

Prior to June 2022, we reissued 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.

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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.

We also generate revenue, to a much lesser extent (and primarily in our Vista 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.

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

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

revenue recognition, occurs upon delivery to the customer.

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

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

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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.

For jurisdictions in which there are statutorily required minimum benefits for involuntary terminations, severance benefits are documented in an employee manual or labor contract, or are consistent with prior restructuring plan benefits, 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.

The expense timing generally occurs when management has committed to and approved the restructuring plan.

Involuntary termination benefits that are in excess of statutory minimum requirements and prior restructuring plan benefits are recognized as one-time termination benefits and 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

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

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

Other (Expense) Income, Net

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

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

Other Income (Expense), Net

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

Year Ended June 30,

2022 2021 2020

(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

Gains (losses) on derivatives not designated as hedging instruments (1) $ 58,148 $ ( 20,728 ) $ 20,564

Currency-related gains, net (2) 244 1,005 2,309

Other gains 3,071 370 1

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

Total other income (expense), net (3) $ 61,463 $ ( 19,353 ) $ 22,874

_____________________

(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.

(1) Includes realized and unrealized gains and losses on derivative currency forward and option contracts not designated as hedging instruments,as well as the ineffective portion of certain interest rate swap contracts that have been de-designated from hedge accounting.

For contracts not designated as hedging instruments, we realized gains of $ 9,955 and $ 28,902 , respectively, for the years ended June 30, 2022

and 2020, and losses of $ 6,854 for the year ended June 30, 2021.

Refer to Note 4 for additional details relating to our derivative contracts.

(2) Currency-related (losses) gains, net primarily relates to significant non-functional currency intercompany financing relationships that we may change at times and are subject to currency exchange rate volatility.

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

both are presented in the same component above.

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

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

refer to Note 4 for additional details relating to these cash flow hedges.

(3) During fiscal year 2022, we identified an immaterial error and revised our previously reported results to reduce the gain presented above by $ 7,518 for the year ended June 30, 2021.

Refer to the "Revision of Prior Period Financial Statements" section above for additional details.

Net (Loss) Income Per Share Attributable to Cimpress plc

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___________________

(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.

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

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

For the 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

For the years ended June 30, 2022 and 2021, the weighted average anti-dilutive effect of the warrants were 138,088 and 368,933 shares, respectively.

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

Share-based Compensation

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

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

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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.

Costs for operating leases that include incentives such as payment escalations or rent abatement 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.

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

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

assessment of the guidance.

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

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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.

To a lesser extent, where we have leases in which we are the lessees, we 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.

Adopted Accounting Standards

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

2021-08 "Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" (ASU 2021-08), which provides authoritative guidance for the accounting of acquired contract assets and liabilities when an acquired company has applied ASC 606 - Revenue from Contracts with Customers.

We early adopted the standard in the second quarter of fiscal year 2022, which allowed us to record the deferred revenue contract liability as it relates to our acquisition of Depositphotos at carrying value.

Refer to Note 7 for additional information relating to our Depositphotos acquisition .

The impact of this adoption did not have a material effect on our consolidated financial statements.

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

2021-05 "Leases (Topic 842):

Lessors – Certain Leases with Variable Lease Payments".

We early adopted the standard in the second quarter of fiscal year 2022, which provides the option for lessors to classify direct-financing or sales-type leases as operating leases if a loss would have been incurred at lease commencement when considering non-indexed variable lease payments in the classification test.

We sublease a small number of equipment assets which are classified as direct-financing leases;

the variable lease payments associated with these leases would not have created a loss on day one.

Therefore, the impact of this adoption had no effect on our consolidated financial statements.

Issued Accounting Standards to be Adopted

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

2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting 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.

2021-04 "Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)" (ASU 2021-04), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share.

The standard is effective for us on July 1, 2022.

We recognize freestanding equity-classified warrants on our consolidated balance sheet and the effect of those warrants on earnings per share is currently calculated under the treasury stock method.

After adopting the standard, we will be required to prospectively apply the weighted average method when calculating the effect of warrants on our earnings per share.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Fair Value Measurements

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(Level 2) Significant

Interest rate swap contracts $ 14,336 $ — $ 14,336 $ —

Currency forward contracts 20,638 — 20,638 —

Currency option contracts 10,611 — 10,611 —

Total assets recorded at fair value $ 45,585 $ — $ 45,585 $ —

Interest rate swap contracts $ ( 25,193 ) $ — $ ( 25,193 ) $ —

Cross-currency swap contracts ( 446 ) — ( 446 ) —

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(Level 2) Significant

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

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

Currency option contracts 1,429 — 1,429 —

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

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

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

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

As of June 30, 2022 and June 30, 2021 our held-to-maturity marketable securities were held at an amortized cost of $ 49,952 and $ 202,961 , respectively, while the fair value was $ 49,406 and $ 202,766 , respectively.

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

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

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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.

The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net.

Hedges of Interest Rate Risk

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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.

As of June 30, 2022 , we estimate that $ 1,970 will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2023.

As of June 30, 2022 , we had fourteen effective outstanding interest rate swap contracts indexed to USD LIBOR.

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

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Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S.

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, 2022 , we had one outstanding cross-currency swap contract designated as a cash flow hedge with a total notional amount of $ 58,478 , maturing during June 2024.

We entered into the cross-currency swap contract to hedge the risk of changes in one Euro-denominated intercompany loan entered into with one of our consolidated subsidiaries that has the Euro as its functional currency.

Amounts reported in accumulated other comprehensive loss will be reclassified to other income (expense), net as interest payments are accrued or paid and upon remeasuring the intercompany loan.

As of June 30, 2022 , we estimate that $ 1,892 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2023.

Other Currency Contracts

Other Currency Hedges

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.

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.

These contracts or intercompany loans may be designated as hedges to mitigate the risk of changes in the U.S.

dollar equivalent value of a portion of our net investment in 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.

In April 2022 we early terminated all of our currency forward contracts designated as net investment hedges, and as of June 30, 2022 we had no currency forward contracts designated as net investment hedges.

We have one intercompany loan designated as a net investment hedge with a total notional amount of $ 364,524 that matures in May 2028.

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.

During the years ended June 30, 2022 and 2021, we experienced volatility within other income (expense), net, in our consolidated statements of operations from unrealized gains and losses on the mark-to-market of outstanding currency forward and option contracts.

We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting.

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Notional Amount Effective Date Maturity Date Number of Instruments Index

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

$ 437,323 June 2020 through June 2022 Various dates through October 2024 621 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, 2022 and June 30, 2021.

Our derivative asset and liability balances will fluctuate with interest rate and currency exchange rate volatility.

Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility.

June 30, 2022

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Derivatives in cash flow hedging relationships

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

Interest rate swaps Other assets $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ —

Cross-currency swaps Other assets — — — Other liabilities ( 446 ) — ( 446 )

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 $ 14,336 $ — $ 14,336 $ ( 446 ) $ — $ ( 446 )

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 24,440 ( 3,802 ) 20,638 Other current liabilities / other liabilities ( 505 ) — ( 505 )

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

Currency option contracts Other current assets / other assets 10,612 ( 1 ) 10,611 Other liabilities ( 9 ) — ( 9 )

Total derivatives not designated as hedging instruments $ 35,052 $ ( 3,803 ) $ 31,249 $ ( 514 ) $ — $ ( 514 )

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Derivatives in cash flow hedging relationships

Interest rate swaps Other current assets / other assets $ — $ — $ — Other liabilities $ ( 31,161 ) $ — $ ( 31,161 )

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 )

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

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

The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive income (loss) for the years ended June 30, 2022, 2021 and 2020 :

Year Ended June 30,

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Derivatives in net investment hedging relationships

Cross-currency swaps — — 6,557

Intercompany loan 49,225 7,518 —

Currency forward contracts 13,622 ( 19,052 ) 21,240

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The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2022, 2021 and 2020:

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

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

Statement of Operations

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Interest rate swaps $ 9,998 $ 6,967 $ 3,041 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

Cross-currency swaps 18,286 ( 10,950 ) 4,583 Other income (expense), net

Total before income tax 28,284 ( 3,983 ) 7,624 Income (loss) before income taxes

Income tax ( 2,087 ) ( 106 ) ( 1,850 ) Income tax expense (benefit)

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The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2022, 2021 and 2020 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that no longer qualify as hedging instruments.

Amount of Gain (Loss) Recognized in Net (Loss) Income Affected line item in the

Affected line item in the

Statement of Operations

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2022 2021 2020

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

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

Currency contracts $ 51,784 $ ( 24,235 ) $ 20,882 Other income (expense), net

Interest rate swaps 6,364 3,507 ( 318 ) Other income (expense), net

Total $ 58,148 $ ( 20,728 ) $ 20,564

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

Accumulated Other Comprehensive Loss

The following table presents a roll forward of amounts recognized in accumulated other comprehensive loss by component, net of tax of $ 16,722 , $ 764 , and $ 1,709 for the years ended June 30, 2022, 2021 and 2020 :

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

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 3,932 — — 3,932

Amounts reclassified from accumulated other comprehensive loss to net (loss) income 5,774 — — 5,774

Net current period other comprehensive (loss) income ( 18,796 ) ( 1,195 ) 11,172 ( 8,819 )

1 unchanged sentence

Other comprehensive (loss) income before reclassifications 10,336 ( 336 ) 11,283 21,283

Amounts reclassified from accumulated other comprehensive loss to net income 5,774 — — 5,774

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

Net current period other comprehensive (loss) income 6,247 ( 336 ) 11,283 17,194

Balance as of June 30, 2021 ( 23,831 ) ( 1,735 ) ( 45,916 ) ( 71,482 )

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

Other comprehensive income before reclassifications 2,813 1,649 ( 6,305 ) ( 1,843 )

Amounts reclassified from accumulated other comprehensive loss to net (loss) income 26,197 — — 26,197

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

Net current period other comprehensive income 29,010 1,649 ( 6,305 ) 24,354

Balance as of June 30, 2022 $ 5,179 $ ( 86 ) $ ( 52,221 ) $ ( 47,128 )

________________________

(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.

(1) (Losses) gains 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, 2022 and June 30, 2021, the translation adjustment is inclusive of both the unrealized and realized effects of our net investment hedges.

Gains on currency forward and swap contracts, net of tax, of $ 15,079 and $ 1,457 have been included in accumulated other comprehensive loss as of June 30, 2022 and 2021, respectively.

Intercompany loan hedge gains of $ 56,743 and $ 7,518 , net of tax, have been included in accumulated other comprehensive loss as of June 30, 2022 and 2021, respectively.

Property, Plant and Equipment, Net

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Property, plant, and equipment, net $ 286,826 $ 328,679

_________________

(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 $ 67,513 , $ 71,057 , and $ 74,665 for the years ended June 30, 2022, 2021 and 2020, respectively.

Business Combinations

Fiscal 2022 Acquisitions

Acquisition of Depositphotos Inc.

On October 1, 2021, we acquired Depositphotos Inc.

and its subsidiaries ("Depositphotos"), a global creative platform for digital design.

We acquired all outstanding shares of the company for a purchase price of $ 84,900 , which included a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date.

We paid $ 76,119 in cash at closing, and the remaining purchase consideration, including the post-closing adjustment but net of any indemnifiable losses recoverable against the deferred amount, is payable in two separate deferred payments.

The first payment of $ 609 was made in January 2022 and the $ 8,172 remaining deferred amount is due in October 2022.

Depositphotos is managed within our Vista business and includes VistaCreate (formerly Crello), a rapidly growing leader in do-it-yourself (DIY) digital design, and the separately branded Depositphotos business, a platform for creators that includes images, videos and music that are developed by a large group of content contributors.

We expect synergies to provide significant benefits to our Vista business as this represents another integral step toward providing a compelling, full-spectrum design offering to our customers, and also provides another vehicle for the acquisition of new customers, to whom we plan to cross-sell our other products and services.

The table below details the consideration transferred to acquire Depositphotos:

Cash consideration (paid at closing) $ 76,119

Deferred payment 8,781

Total purchase price $ 84,900

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 Vista reporting unit and none of the goodwill balance is deductible for tax purposes.

Additionally, we identified and valued Depositphotos intangible assets, which include its trade name, customer relationships,

owned content and developed technology.

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

Amount Weighted Average Useful Life in Years

Tangible assets acquired and liabilities assumed:

Cash and cash equivalents $ 7,173 n/a

Accounts receivable, net 329 n/a

Prepaid expenses and other current assets 448 n/a

Property, plant and equipment, net 611 n/a

Operating lease assets, net 383 n/a

Other assets 324 n/a

Accounts payable ( 843 ) n/a

Accrued expenses ( 5,009 ) n/a

Deferred revenue ( 10,999 ) n/a

Operating lease liabilities, current ( 152 ) n/a

Deferred tax liabilities ( 4,402 ) n/a

Operating lease liabilities, non-current ( 231 ) n/a

Identifiable intangible assets:

Customer relationships 11,600 4 years

Trade name 2,500 10 years

Developed technology 2,300 2 years

Owned content 7,700 10 years

Goodwill 73,168 n/a

Total purchase price $ 84,900 n/a

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

The revenue and earnings of Depositphotos included in our consolidated financial statements for the year ended June 30, 2022 are not material, and therefore no proforma financial information is presented.

We used our cash on hand to fund the acquisition.

In connection with the acquisition, we incurred $ 887 in general and administrative expenses, as part of our central and corporate costs during the year ended June 30, 2022, primarily related to legal, financial, and other professional services.

Other Acquisition

On January 21, 2022, we completed an investment in a European company that is intended to support certain strategic initiatives within our PrintBrothers reportable segment.

After giving effect to this investment, we have acquired approximately 75% of the company's shares for total cash and noncash consideration of $ 11,218 .

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 $ 10,484 which is not deductible for tax purposes.

The net assets recognized largely consist of the cash and deferred tax liability balances acquired.

The revenue and earnings included in our consolidated financial statements for the year ended June 30, 2022 are not material.

We utilized our available cash balance to finance the acquisition.

Fiscal 2021 Acquisitions

Acquisition of 99designs, Inc.

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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.

We paid $ 45,000 in cash at closing and paid the remaining purchase consideration, including the post-closing adjustment, on February 15, 2022.

The acquisition is managed within our Vista 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 Vista business.

The table below details the consideration transferred to acquire 99designs:

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The goodwill balance has been attributed to the Vistaprint reporting unit and a portion of such goodwill balance is deductible for tax purposes.

The goodwill balance has been attributed to the Vista 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.

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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.

We used our 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 .

On April 23, 2021 we completed an 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 total consideration of $ 18,535 .

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

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

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

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

Goodwill and Acquired Intangibles

This acquisition is presented within our All Other Businesses segment.

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

Goodwill and Acquired Intangible Assets

The carrying amount of goodwill by reportable segment as of June 30, 2022 and June 30, 2021 was as follows:

Vistaprint PrintBrothers The Print Group All Other Businesses Total

Vista PrintBrothers The Print Group All Other Businesses Total

Balance as of June 30, 2020 $ 150,846 $ 129,764 $ 155,197 $ 186,097 $ 621,904

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

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

Adjustments (3) 3,919 — — ( 3,919 ) —

Effect of currency translation adjustments (2) 3,509 7,543 9,023 — 20,075

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Acquisitions (1) 73,168 10,484 — — 83,652

Adjustments ( 821 ) — — — ( 821 )

Effect of currency translation adjustments (2) ( 5,996 ) ( 16,963 ) ( 20,251 ) — ( 43,210 )

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________________________

(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.

(1) On October 1, 2021, we acquired Depositphotos Inc., which is included in our Vista reportable segment.

In the third quarter of fiscal 2022, we recognized goodwill related to an immaterial acquisition within our PrintBrothers reportable segment.

In fiscal year 2021, we acquired 99designs, which is included in our Vista reportable segment, and a small business included within our All Other Businesses reportable segment.

Refer to Note 7 for additional details.

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

Impairment Review

Fiscal Year 2021 Annual Impairment Test

Annual Impairment Review

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.

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.

For our fiscal year 2022 annual impairment assessment, we bypassed the qualitative test and performed a quantitative test for all nine reporting units with goodwill.

To perform our quantitative goodwill test, we used the income approach, specifically the discounted cash flow method, to derive the fair value of each reporting unit.

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The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions.

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

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

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

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

Based on the results of this test, the fair values of each of our reporting units exceeded their carrying values and no goodwill impairment was recognized.

Acquired Intangible Assets

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Shipping costs 10,228 9,401

Production costs 6,881 7,012

Third party manufacturing and digital content costs (1) 15,790 6,881

Sales returns

Purchases of property, plant and equipment 642 1,110

Professional fees 2,394 4,210

Interest payable 2,477 2,399

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

Other 69,692 62,848

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_______________________

(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.

(1) The increase in third party manufacturing and digital content costs from June 30, 2021 to June 30, 2022 is primarily due to increased revenue causing higher third party fulfillment costs as well as the impact from our recent acquisition of Depositphotos on October 1, 2021.

Refer to Note 7 for additional information about the acquisition.

Other current liabilities included the following:

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________________________

( 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.

(1) The decrease in the current portion of our finance lease obligations is primarily due to the exercise of a purchase option for a previously leased facility that decreased our finance lease liability by $ 23,534 .

We immediately sold this facility to a third party and recognized a $ 3,324 gain on the sale of the asset during the year ended June 30, 2022.

Refer to Note 16 for additional details.

(2) The decrease in short-term derivative liabilities is due to volatility in interest and foreign currency rates.

Refer to Note 4 for additional details.

(3) Other current liabilities decreased primarily due to the $ 43,647 payment made in February 2022 for our prior year acquisition of 99designs.

Refer to Note 7 for additional details.

Other liabilities included the following:

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Long-term derivative liabilities (1) 463 41,074

Long-term compensation incentives (2) 19,934 10,298

Other 29,298 26,510

Total other liabilities $ 64,394 $ 96,410

________________________

(1) The decrease in long-term derivative liabilities is due to volatility in interest and currency rates.

Refer to Note 4 for additional details about our derivative financial instruments.

(2) Includes cash-based employee bonus incentives, which are variable based on the performance of each individual business and vest over four years.

June 30, 2022 June 30, 2021

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Senior secured credit facility 1,097,302 1,152,021

12.0% Senior secured notes due 2025 — 300,000

Other 8,063 12,835

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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.

As of June 30, 2022 , we were in compliance with all covenants in our debt contracts, including those under our amended and restated senior secured credit agreement ("Restated Credit Agreement") and the indenture governing our 2026 Notes (as defined below).

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:

On May 17, 2021, we entered into a Restated Credit Agreement consisting of the following:

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

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

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

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

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

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

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

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

Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR floor of 0 %) plus 2.50 % to 3.00 % depending on the Company’s First Lien Leverage Ratio, a net leverage calculation, as defined in the Restated Credit Agreement.

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;

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certain intercompany activities;

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

and certain investments and restricted payments, including purchases of Cimpress plc’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 .

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As of June 30, 2022 , the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 4.98 %, 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 are also required to pay a commitment fee for our Revolving Credit Facility 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, 2022 .

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.

We can 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, 2022 , 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.

Loss on Extinguishment

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

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

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

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

Shareholders' Equity (Deficit)

Treasury shares

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

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

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

As of June 30, 2022 and June 30, 2021, we had $ 8,063 and $ 12,835 , respectively, outstanding for those obligations that are payable through March 2027.

Shareholders' Deficit

In conjunction with our issuance of our 12% Senior Secured Notes due 2025 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.

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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, 2022 the warrants remain outstanding.

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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.

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.

As noted above, we currently grant equity awards 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.

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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

Treasury shares and newly issued shares have both historically been used in fulfillment of our share-based awards.

Performance share units ("PSUs")

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.

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The weighted average fair value of RSUs granted during the fiscal years ended June 30, 2022, 2021, and 2020 was $ 80.26 , $ 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, 2022, 2021, 2020 was $ 10,123 , $ 17,231 , and $ 1,905 , respectively.

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.

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 that generally vest over 4 years with a contractual term of ten years.

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 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.

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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.

The fair value of share options with a market condition is determined 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 2022.

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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, 2022.

No options were exercised during the fiscal year ended June 30, 2022.

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

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For the years ended June 30, 2022, 2021 and 2020 we recognized expense totaling $ 537 , $ 667 , and $ 399 , respectively, related to our Swiss plan.

The income tax disclosures for the year ended June 30, 2021 have been updated to reflect the prior period revision, as described in Note 2.

The following is a summary of our income (loss) before income taxes by geography:

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Non-US tax rate changes 57.6 1.2 81.7

Irish tax restructuring ( 13.4 ) — —

global intangible low-taxed income (GILTI) 10.2 ( 0.3 ) —

foreign-derived intangible income (FDII) ( 6.8 ) — —

Net tax (benefit) expense on intellectual property transfer ( 10.4 ) — 16.4

Tax loss carryforward expirations 4.8 ( 0.5 ) 7.4

Business and withholding taxes 5.1 ( 0.4 ) 28.7

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Tax on unremitted earnings 0.1 ( 0.9 ) 31.4

Change in tax residence — — 20.5

Changes to variable interest entities — — ( 2.5 )

Changes to derivative instruments 73.5 0.1 —

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Effective income tax rate 642.0 % ( 29.7 ) % ( 2,697.0 ) %

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.

For the year ended June 30, 2022, our effective tax rate was above our U.S.

federal statutory tax rate primarily due to establishing a partial valuation allowance on Swiss deferred tax assets of $ 29,600 related to Swiss tax reform benefits recognized in fiscal 2020 and Swiss tax loss carryforwards that we no longer expect to fully realize.

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

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

The total tax rate benefit from operating in non-U.S.

The total tax rate impact from operating in non-U.S.

jurisdictions is included in the line “Tax rate differential on non-U.S.

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For the year ended June 30, 2022, our effective tax rate was 642.0 % as compared to the prior year effective tax rate of ( 29.7 )%.

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.

The increase in our effective tax rate as compared to the prior year is primarily due to the Swiss partial valuation allowance in addition to a less favorable mix of earnings year over year.

Our fiscal year 2021 effective tax rate was higher than fiscal year 2020 primarily due to Swiss Tax Reform benefits of $ 113,482 recognized in the year ended June 30, 2020.

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

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

federal and cantonal tax regimes.

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

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

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

We recognized a tax benefit of

$ 113,482 , gross of $ 29,600 valuation allowance recorded as of June 30, 2022, to establish 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.

During the year ended June 30, 2022, the Swiss tax reform amortizable goodwill deferred tax asset decreased $ 4,676 due to currency exchange rate changes and $ 5,310 due to Cantonal tax rate changes.

Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2022 and 2021:

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Tax on unremitted earnings ( 6,692 ) ( 6,877 )

Derivative financial instruments ( 19,703 ) —

Italy tax suspension reserve — ( 4,528 )

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

The increase in the valuation allowance from the prior year relates primarily to losses in certain jurisdictions (mainly the United States, Ireland, Brazil, China, Japan and 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.

The increase in the valuation allowance from the prior year relates primarily to the Swiss partial valuation allowance and losses in certain jurisdictions (mainly Brazil, China, Cyprus, Japan, the Netherlands and the United Kingdom) for which management has determined we cannot recognize the related deferred tax assets.

Also, we generated $ 303 of Irish foreign tax credit carryforwards and increased interest limitation carryforwards of $ 3,440 in various jurisdictions, neither of which expire, but for which management has determined it is more likely than not that these will not be utilized.

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.

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.

research and development credit carryforwards of $ 2,469 and U.S.

share-based compensation deferred tax assets of $ 4,225 .

The increase in valuation allowance was offset by the release of valuation allowances related to tax losses in France and Ireland of $ 3,313 and $ 3,331 , respectively, which management has determined can be realized;

the release of valuation allowances related to derivative financial instruments of $ 5,745 recorded in accumulated other comprehensive loss on the balance sheet;

and a partial release in the U.S.

of $ 4,402 related to acquired deferred tax liabilities.

We have recorded valuation allowances of $ 27,858 , $ 4,783 and $ 14,300 against deferred tax assets related to U.S.

research and development credits, U.S.

capital loss carryforwards, and U.S.

share-based compensation, respectively, for which management has determined that it is more likely than not that these will not be realized.

We have not recorded a valuation allowance against deferred tax assets of $ 10,561 and $ 102,098 related to Swiss tax losses and the Swiss amortizable goodwill, respectively, as the portions we do expect to realize in the future.

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 these benefits in Switzerland will be utilized against future taxable profits within the available carryforward periods.

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

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

(1) Amount is primarily related to partial Swiss valuation allowance, increased 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.

research and development credits and share-based compensation, increased Irish foreign tax credits, increased interest limitation carryforwards and release of valuation allowances in France, Ireland and the U.S.

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

net operating losses due to currency exchange rate changes and unrealized gains on derivative financial instruments included in Accumulated Other Comprehensive Loss.

As of June 30, 2022, we had gross U.S.

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capital loss carryforwards, respectively.

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

capital losses expire in fiscal years 2025 through 2027 and the non-U.S.

capital losses have unlimited carryforward.

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

Reductions due to audit settlements ( 52 )

Reductions due to lapse of statute of limitations ( 71 )

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

Noncontrolling 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.

Noncontrolling Interests

Redeemable Noncontrolling Interests

For some of our subsidiaries, we own a controlling equity stake, and a third party or key members of the businesses' management team owns a minority portion of the equity, which includes those described below, as well as several immaterial noncontrolling interests.

The put options for several of our noncontrolling interests are exercisable in fiscal year 2023.

Exercising a put option is at the discretion of each noncontrolling interest holder, which creates uncertainty around the timing of our cash outflow should an option be exercised.

As of June 30, 2022, the total estimated redemption value is $ 103,572 for those noncontrolling interests with exercise windows in fiscal year 2023.

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.

Members of the PrintBrothers management team hold minority equity interests ranging from 11 % to 12 % in each of the three businesses within the segment.

The put options associated with the redeemable noncontrolling interests have annual exercise windows for 90% of their minority equity interest to Cimpress in each quarter ending in December.

The first window occurred in the second quarter of fiscal 2022 and no options were exercised.

The next exercise window, which occurs in the second quarter of fiscal 2023, is based on actual results through June 30, 2022, and the estimated redemption value for the collective noncontrolling interests is $ 99,724 .

If the put options are exercised, then Cimpress may redeem the remaining 10% minority equity interest concurrently with the put option exercise or on the first, second, or third anniversary of the put option exercise.

Cimpress has call options for the full amount of the minority equity interests with the first exercise window occurring during the second quarter of fiscal year 2027.

During the year ended June 30, 2022, the redemption value of two PrintBrothers businesses increased above their carrying value due to strong financial performance during the current fiscal year as well as the lapping of a period where performance was more severely impacted by the pandemic.

The increased redemption value resulted in an adjustment to redeemable noncontrolling interest of $ 61,691 .

The offsetting amount was recognized within retained earnings as the redemption values for these noncontrolling interests were below each estimated fair value.

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

Redeemable noncontrolling interests

Redeemable Noncontrolling Interest

Balance as of June 30, 2020 $ 69,106

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Accretion to redemption value recognized in retained earnings (2) 3,049

Net income attributable to noncontrolling interest 630

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

Net income attributable to noncontrolling interests 2,772

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

Purchase of noncontrolling interest (4) ( 5,063 )

Foreign currency translation 1,632

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Acquisition of noncontrolling interest (1) 4,453

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 )

Accretion to redemption value (2) 61,962

Net income attributable to noncontrolling interests 3,761

Distribution to noncontrolling interests (3) ( 3,963 )

Purchase of noncontrolling interest (4) ( 2,165 )

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_________________

(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.

(1) During fiscal year 2021, we acquired the majority equity interest in an immaterial business within our All Other reportable segment.

On January 21, 2022, we completed a transaction that resulted in our acquisition of a 75 % interest in a company that is included in the PrintBrothers reportable segment.

The remaining 25 % is considered a redeemable noncontrolling interest which was recognized at fair value as of the acquisition date.

(2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings or additional paid in capital is the result of the estimated redemption amount being greater than carrying value but less than fair value.

Refer above for additional details included above.

(3) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses.

(4) During fiscal year 2021, a PrintBrothers noncontrolling interest holder sold their shares to Cimpress and in fiscal year 2022 the final redemption amount associated with this share purchase was paid.

Segment Information

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As of June 30, 2022 , 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.

• Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, 99designs by Vista, and Vista Corporate Solutions, which together represent a full-service design, digital and print solution, elevating small businesses’ presence in physical and digital spaces and empowering them to achieve success.

This segment also includes our recently acquired Depositphotos business, whose subsidiary, Crello, was rebranded to VistaCreate soon after the acquisition.

• PrintBrothers - Includes the results of our druck.at, Printdeal, and WIRmachenDRUCK businesses.

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• All Other Businesses - Includes a collection of businesses grouped together based on materiality.

With the exception of BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment consists of two smaller businesses that we continue to manage at a relatively modest operating loss and the addition of a newly acquired company that provides supply chain expertise and sells into a growing product category.

In addition to 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 a recently acquired company that provides production expertise and sells into a growing product category.

◦ BuildASign is an internet-based provider of canvas-print wall décor, business signage and other large-format printed products, based in Austin, Texas.

In the fourth quarter of fiscal year 2021, we closed a small acquisition under BuildASign in a new product category.

◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality.

◦ 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.

◦ YSD is a startup operation that provides end-to-end mass customization solutions to brands and intellectual property owners in China.

During the fourth quarter of fiscal 2022, we decided to exit our YSD business, which we expect to complete at the beginning of fiscal 2023.

Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform;

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These costs also include certain unallocated share-based compensation costs.

During the fourth quarter of fiscal 2022, we revised our internal reporting to reallocate certain third-party technology costs that were previously held within our Central and corporate costs to our Vista business and reportable segment.

These include certain third-party costs that are variable in nature and the cost variability is primarily driven by decisions or volumes in the Vista business.

We have revised our presentation of all prior periods presented to reflect our revised segment reporting, decreasing Vista EBITDA and Central and corporate costs by $ 7,044 , $ 6,031 , and $ 3,745 for the years ended June 30, 2022, 2021 and 2020, respectively.

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.

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2022 2021 2020

Vistaprint $ 1,444,807 $ 1,337,291 $ 1,508,322

Vista (1) $ 1,514,909 $ 1,428,255 $ 1,337,291

PrintBrothers 526,952 421,766 417,921

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(1) During the first quarter of fiscal year 2022, we identified an immaterial error and revised our previously reported results to decrease Vista segment revenue by $ 16,552 for the year ended June 30, 2022.

Refer to Note 2 for additional details.

(2) Refer to the "Revenue by Geographic Region" tables below for detail of the inter-segment revenue within each respective segment.

The decrease of inter-segment eliminations is the result of significant cross-business transactions during the three and nine months ended June 30, 2022 associated with the fulfillment of masks in response to the pandemic.

Demand for this product was far lower in the current periods.

Year Ended June 30, 2022

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Year Ended June 30, 2021

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Year Ended June 30, 2020

Vistaprint PrintBrothers The Print Group National Pen All Other Total

Vista PrintBrothers The Print Group National Pen All Other Total

Revenue by Geographic Region:

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Total external revenue $ 1,331,111 $ 416,987 $ 269,220 $ 291,668 $ 172,372 $ 2,481,358

The following table includes segment EBITDA by reportable segment, total income from operations and total (loss) income before income taxes:

The following table includes segment EBITDA by reportable segment, total income from operations and total income (loss) before income taxes:

Year Ended June 30,

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Segment EBITDA:

Vistaprint $ 324,715 $ 366,334 $ 349,697

Vista $ 195,321 $ 318,684 $ 362,589

PrintBrothers 66,774 43,144 39,373

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Depreciation and amortization ( 175,681 ) ( 173,212 ) ( 167,943 )

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 9,709 ( 20,453 ) ( 104,593 )

Restructuring-related charges ( 13,603 ) ( 1,641 ) ( 13,543 )

Interest expense for Waltham, MA lease (1) — — 7,236

Total income from operations 47,298 123,510 55,969

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

Other income (expense), net 61,463 ( 19,353 ) 22,874

Interest expense, net ( 99,430 ) ( 119,368 ) ( 75,840 )

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".

Income (loss) before income taxes $ 9,331 $ ( 63,554 ) $ 3,003

Year Ended June 30,

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Depreciation and amortization:

Vistaprint $ 58,513 $ 59,029 $ 67,317

Vista $ 65,489 $ 58,513 $ 59,029

PrintBrothers 20,790 22,089 21,010

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Purchases of property, plant and equipment:

Vistaprint $ 12,332 $ 15,986 $ 32,820

Vista $ 17,198 $ 12,332 $ 15,986

PrintBrothers 3,788 3,609 4,315

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Capitalization of software and website development costs:

Vistaprint $ 28,297 $ 18,381 $ 23,369

Vista $ 30,994 $ 28,297 $ 18,381

PrintBrothers 1,139 1,465 990

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(3) Other revenue includes miscellaneous items which account for less than 1% of revenue.

(4) Digital products/service revenue includes revenue associated with design services and for the year ended June 30, 2021 includes revenue from our 99designs business which was acquired on October 1, 2020.

(4) Digital products/service revenue includes revenue associated with design services includes revenue from our Depositphotos and 99designs businesses since their acquisition dates of October 1, 2021 and October 1, 2020, respectively.

Refer to Note 7 for additional details.

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Italy 48,262 47,776

France 25,383 20,550

Jamaica 18,744 21,298

Australia 17,751 25,417

France 25,417 23,917

Japan 11,392 14,891

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___________________

(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.

(1) Excludes goodwill of $ 766,600 and $ 726,979 , intangible assets, net of $ 154,730 and $ 186,744 , deferred tax assets of $ 113,088 and $ 149,618 , and marketable securities, non-current of zero and $ 50,713 as of June 30, 2022 and June 30, 2021, respectively.

We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2037.

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(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.

(1) The decrease in finance lease assets and current liabilities is due primarily to the lease modification described below within the "Purchase and Sale of Leased Facilities" section.

The following table represents the lease expenses for the years ended June 30, 2022 and 2021:

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(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.

(1) The decrease in operating lease expense from fiscal year 2021 to fiscal year 2022 is mainly driven by prior year decisions to exit certain leased facilities as some of our businesses have shifted to a remote-first operating model.

Future minimum lease payments under non-cancelable leases as of June 30, 2022 were as follows:

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Finance leases (1) 2.79 % 3.93 %

__________________

(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.

(1) The decrease in finance lease weighted-average remaining lease term and discount rate is due primarily to the lease modification described below within the "Purchase and Sale of Leased Facilities" section.

Our leases have remaining lease terms of 1 year to 15 years, inclusive of renewal or termination options that we are reasonably certain to exercise.

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(1) The operating lease cash flows included $ 8,761 of termination fees for the Waltham lease modification as described below.

(1) The current fiscal year financing cash outflows include the payment to purchase the leased facility discussed below.

Purchase and Sale of a Leased Facility

During the second quarter of fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, resulting in a $ 23,534 decrease in the current portion of our finance lease obligations.

We immediately sold this facility to a separate third party for $ 23,226 .

We previously identified a triggering event for this leased facility in fiscal year 2021 due to a change in our intended use of the right-of-use asset, as we had committed to plans to exit the space and instead market it to be subleased or sold.

At that time, 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.

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.

Due to the fiscal year 2021 impairment charge taken, we recognized a $ 3,324 gain on the sale of the asset within general and administrative expense on our consolidated statement of operations during the year ended June 30, 2022.

For the year ended June 30, 2022, our consolidated statement of cash flows includes a $ 23,226 cash inflow for the sale of the facility presented as an investing activity as part of proceeds from the sale of assets and a $ 27,885 cash outflow for the exercise of the purchase option presented as a financing activity as part of payments of finance lease obligations.

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.

On January 6, 2021, we modified the lease agreement for our Waltham, Massachusetts office location, which resulted 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 and the payment of an early termination fee of $ 8,761 .

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.

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Additionally, we recorded an impairment to general and administrative expense for abandoned assets related to the vacated space totaling $ 4,483 , which included $ 2,787 in subtenant allowances, $ 1,312 in leasehold improvements, and $ 384 in furniture and fixtures.

Other Lease Modification

During the quarter ended March 31, 2021, we identified a triggering event due to a change in our intended use of the right-of-use asset of another one of our leased facilities, as we have committed to plans to exit the space and instead market it to be subleased or sold.

We assessed the lease for impairment and performed a discounted cash flow analysis using current market-based rent assumptions, which resulted in an impairment of $ 7,420 that was recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021.

This impairment resulted in a decrease to the right of use asset totaling $ 5,280 and to the related leasehold improvements included within property, plant and equipment totaling $ 2,140 .

Additionally, we recorded an impairment for abandoned equipment in the amount of $ 1,680 that was recognized in general and administrative expense for the year ended June 30, 2021.

On June 1, 2021, we gave notice to the landlord of one of our leased facilities to exercise our purchase option under the existing lease, which triggered a remeasurement event as the purchase option is now considered reasonably certain of occurring.

We also executed a letter of intent during the current quarter to sell the building to an unrelated third-party, which would occur simultaneously with our exercise of the purchase option.

The lease was previously recognized as an operating lease and our intent to now purchase the leased facility resulted in a modification of the lease and reclassification to a finance lease.

The modification increased our lease liability to include the estimated purchase option amount, which remains subject to change as the purchase option amount is based on fair market value with an embedded floor.

This modification resulted in an increase to the lease liability and asset of $ 8,201 and recognition of a finance lease asset of $ 15,860 and a corresponding liability of $ 23,959 .

Commitments and Contingencies

Purchase Obligations

At June 30, 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 .

At June 30, 2022 , we had unrecorded commitments under contract of $ 310,797 , including inventory, third-party fulfillment and digital service purchase commitments of $ 124,383 ;

third-party cloud services of $ 113,888 ;

software of $ 23,650 ;

advertising of $ 18,112 ;

production and computer equipment purchases of $ 7,092 ;

professional and consulting fees of $ 6,372 , and other unrecorded purchase commitments of $ 17,300 .

The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2022 are as follows:

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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.

We deferred payments for several of our acquisitions resulting in the recognition of a liability of $ 8,425 as of June 30, 2022 , which primarily relates to a deferred payment for our acquisition of Depositphotos that is payable in October 2022.

Refer to Note 7 for additional details.

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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.

During the years ended June 30, 2022, 2021 and 2020, we recognized restructuring charges of $ 13,603 , $ 1,641 , and $ 13,543 , respectively.

Fiscal Year 2022

During the fourth quarter of fiscal year 2022, we made decisions in light of a more uncertain macro economic environment and our focus to improve profitability, which resulted in the prioritization of investments that we expect to have a nearer-term return, and deprioritization of some investments that we expect to have a longer path to returns.

This resulted in decisions to reduce costs in certain areas including exiting our operations in Japan and China, while also taking additional headcount actions in our Vista business and in our central technology team.

During the year ended June 30, 2022, we recognized restructuring expense related to these actions of $ 7,492 in our Vista segment, $ 1,093 in our All Other Businesses reportable segment and $ 854 in our central and corporate costs.

We expect to recognize additional non-cash charges in the first quarter of fiscal year 2023 upon approval and modification to accelerate vest share-based compensation awards.

Additionally, our National Pen business recognized restructuring expense of $ 4,178 during the year ended June 30, 2022, incurred for both the decision to move its European production operations from Ireland to the Czech Republic and the decision to exit the Japan market.

When the Czech move is complete, we anticipate improved speed and delivery cost efficiencies for the business's European customers.

We expect to recognize additional charges associated with these actions during the next fiscal year as impacted employees continue to vest in additional termination benefits, but we do not expect those additional costs to be material.

There were also immaterial adjustments to restructuring expense during this fiscal year due to changes in prior period estimates within The Print Group reportable segment.

Fiscal Year 2021

During the year ended June 30, 2021 we recognized restructuring charges 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.

This action was completed during fiscal year 2021.

Fiscal Year 2020

During the year ended June 30, 2020, we recognized restructuring charges of $ 13,543 , consisting of charges of $ 5,734 within our Vista 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 Vista 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.

The following table summarizes the restructuring activity during the years ended June 30, 2022 and 2021.

Severance and Related Benefits Other Restructuring Costs Total

Accrued restructuring liability as of June 30, 2019 $ 3,045 $ 167 $ 3,212

Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability

Balance as of June 30, 2020 $ 5,969 $ 77 $ 6,046

Restructuring charges 998 643 1,641

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Non-cash charges (1) — ( 720 ) ( 720 )

Accrued restructuring liability as of June 30, 2020 5,969 77 6,046

Balance as of June 30, 2021 402 — 402

Restructuring charges 13,312 291 13,603

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Non-cash charges (1) — ( 291 ) ( 291 )

Accrued restructuring liability as of June 30, 2021 $ 402 $ — $ 402

Balance as of June 30, 2022 $ 13,449 $ — $ 13,449

________________

(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.

(1) During the fiscal year ended June 30, 2022, non-cash restructuring charges primarily include the National Pen segment's write-off of direct mail inventory for the Japan market which has no alternative use.

During the fiscal year ended June 30, 2021, non-cash restructuring charges were the write-off of property, plant and equipment, net, which was recognized as part of the actions taken in The Print Group segment .

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data