CIMPRESS plc 10-K

Item 8. Financial Statements and Supplementary Data CIMPRESS PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) 45 Consolidated Balance Sheets 47 Consolidated Statements of Operations 48 Consolidated Statements of Comprehensive Loss 49 Consolidated Statements of Shareholders’ Deficit 50 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 55 44 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Cimpress plc Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Cimpress plc and its subsidiaries (the “Company”) as of June 30, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of shareholders' deficit and of cash flows for each of the three years in the period ended June 30, 2023, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 45 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 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill - Quantitative Impairment Assessment of the Exaprint Reporting Unit As described in Note 8 to the consolidated financial statements, the Company’s goodwill balance was $782 million as of June 30, 2023, of which a portion relates to the Exaprint reporting unit ("the reporting unit"). Management performed a quantitative impairment assessment of the reporting unit as of the annual goodwill impairment test date of May 31. 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 of the reporting unit. This approach calculates fair value by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. The discount rate used in the fair value analysis is based on a weighted average cost of capital. The principal considerations for our determination that performing procedures relating to the goodwill quantitative impairment assessment of the Exaprint reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (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 rate; 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 reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit; (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 rate. 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 unit, the consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s discounted cash flow method and (ii) the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts August 4, 2023 We have served as the Company’s auditor since 2014. 46 CIMPRESS PLC CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) June 30, 2023 June 30, 2022 Assets Current assets: Cash and cash equivalents $ 130,313 $ 277,053 Marketable securities 38,540 49,952 Accounts receivable, net of allowances of $6,630 and $6,140, respectively 67,353 63,885 Inventory 107,835 126,728 Prepaid expenses and other current assets 96,986 108,697 Total current assets 441,027 626,315 Property, plant and equipment, net 287,574 286,826 Operating lease assets, net 76,776 80,694 Software and website development costs, net 95,315 90,474 Deferred tax assets 12,740 113,088 Goodwill 781,541 766,600 Intangible assets, net 109,196 154,730 Marketable securities, non-current 4,497 — Other assets 46,193 48,945 Total assets $ 1,854,859 $ 2,167,672 Liabilities, noncontrolling interests and shareholders’ deficit Current liabilities: Accounts payable $ 285,784 $ 313,710 Accrued expenses 257,109 253,841 Deferred revenue 44,698 58,861 Short-term debt 10,713 10,386 Operating lease liabilities, current 22,559 27,706 Other current liabilities 24,469 28,035 Total current liabilities 645,332 692,539 Deferred tax liabilities 47,351 41,142 Long-term debt 1,627,243 1,675,562 Operating lease liabilities, non-current 56,668 57,474 Other liabilities 90,058 64,394 Total liabilities 2,466,652 2,531,111 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 10,893 131,483 Shareholders’ deficit: Preferred shares, nominal value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding — — Ordinary shares, nominal value €0.01 per share, 100,000,000 shares authorized; 44,315,855 and 44,083,569 shares issued, respectively; 26,344,608 and 26,112,322 shares outstanding, respectively 615 615 Treasury shares, at cost, 17,971,247 shares for both periods presented ( 1,363,550 ) ( 1,363,550 ) Additional paid-in capital 539,454 501,003 Retained earnings 235,396 414,138 Accumulated other comprehensive loss ( 35,060 ) ( 47,128 ) Total shareholders’ deficit attributable to Cimpress plc ( 623,145 ) ( 494,922 ) Noncontrolling interests (Note 14) 459 — Total shareholders' deficit ( 622,686 ) ( 494,922 ) Total liabilities, noncontrolling interests and shareholders’ deficit $ 1,854,859 $ 2,167,672 See accompanying notes. 47 CIMPRESS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Year Ended June 30, 2023 2022 2021 Revenue $ 3,079,627 $ 2,887,555 $ 2,575,961 Cost of revenue (1) 1,640,625 1,492,726 1,299,889 Technology and development expense (1) 302,257 292,845 253,060 Marketing and selling expense (1) 773,970 789,241 648,391 General and administrative expense (1) 209,246 197,345 195,652 Amortization of acquired intangible assets 46,854 54,497 53,818 Restructuring expense (1) 43,757 13,603 1,641 Impairment of goodwill 5,609 — — Income from operations 57,309 47,298 123,510 Other income (expense), net 18,498 61,463 ( 19,353 ) Interest expense, net ( 112,793 ) ( 99,430 ) ( 119,368 ) Gain (loss) on early extinguishment of debt 6,764 — ( 48,343 ) (Loss) income before income taxes ( 30,222 ) 9,331 ( 63,554 ) Income tax expense 155,493 59,901 18,903 Net loss ( 185,715 ) ( 50,570 ) ( 82,457 ) Less: Net income attributable to noncontrolling interests ( 263 ) ( 3,761 ) ( 2,772 ) Net loss attributable to Cimpress plc $ ( 185,978 ) $ ( 54,331 ) $ ( 85,229 ) Basic and diluted net loss per share attributable to Cimpress plc $ ( 7.08 ) $ ( 2.08 ) $ ( 3.28 ) Weighted average shares outstanding — basic and diluted 26,252,860 26,094,842 25,996,572 ____________________________________________ (1) Share-based compensation expense is allocated as follows: Year Ended June 30, 2023 2022 2021 Cost of revenue $ 474 $ 538 $ 387 Technology and development expense 13,002 13,582 9,063 Marketing and selling expense 5,693 11,382 6,947 General and administrative expense 20,513 24,264 20,637 Restructuring expense 2,440 — — See accompanying notes. 48 CIMPRESS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended June 30, 2023 2022 2021 Net loss $ ( 185,715 ) $ ( 50,570 ) $ ( 82,457 ) Other comprehensive loss, net of tax: Foreign currency translation gains (losses), net of hedges 498 ( 9,990 ) 12,915 Net unrealized gains on derivative instruments designated and qualifying as cash flow hedges 9,991 2,813 10,336 Amounts reclassified from accumulated other comprehensive loss to net loss for derivative instruments ( 2,873 ) 26,197 ( 4,089 ) (Loss) gain on pension benefit obligation, net ( 270 ) 1,649 ( 336 ) Comprehensive loss ( 178,369 ) ( 29,901 ) ( 63,631 ) Add: Comprehensive loss (income) attributable to noncontrolling interests 4,459 ( 76 ) ( 4,404 ) Total comprehensive loss attributable to Cimpress plc $ ( 173,910 ) $ ( 29,977 ) $ ( 68,035 ) See accompanying notes. 49 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2020 44,080 $ 615 25 $ 28 ( 18,195 ) $ ( 1,376,496 ) $ 438,616 $ 618,437 $ ( 88,676 ) $ ( 407,476 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes — — — — 30 3 ( 2,283 ) — — ( 2,280 ) Restricted share units vested, net of shares withheld for taxes — — — — 120 7,898 ( 13,655 ) — — ( 5,757 ) Share-based compensation expense — — — — — — 37,226 — — 37,226 Net loss attributable to Cimpress plc — — — — — — — ( 85,229 ) — ( 85,229 ) Redeemable noncontrolling interest accretion to redemption value — — — — — — — ( 3,049 ) — ( 3,049 ) Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 6,247 6,247 Foreign currency translation, net of hedges — — — — — — — — 11,283 11,283 Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 336 ) ( 336 ) Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 530,159 $ ( 71,482 ) $ ( 449,371 ) See accompanying notes. 50 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2021 44,080 $ 615 25 $ 28 ( 18,045 ) $ ( 1,368,595 ) $ 459,904 $ 530,159 $ ( 71,482 ) $ ( 449,371 ) 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 ) Share-based compensation expense — — — — — — 49,686 — — 49,686 Net loss attributable to Cimpress plc — — — — — — — ( 54,331 ) — ( 54,331 ) 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 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 ) See accompanying notes. 51 CIMPRESS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (CONTINUED) (in thousands) Ordinary Shares Deferred Ordinary Shares Treasury Shares Number of Shares Issued Amount Number of Shares Issued Amount Number of Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Deficit Balance at June 30, 2022 44,084 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 501,003 $ 414,138 $ ( 47,128 ) $ ( 494,922 ) Issuance of ordinary shares due to share option exercises, net of shares withheld for taxes 7 — — — — — 275 — — 275 Restricted share units vested, net of shares withheld for taxes 225 — — — — — ( 4,777 ) — — ( 4,777 ) Share-based compensation expense — — — — — — 42,953 — — 42,953 Net loss attributable to Cimpress plc — — — — — — — ( 185,978 ) — ( 185,978 ) Redeemable noncontrolling interest accretion to redemption value — — — — — — — 7,236 — 7,236 Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges — — — — — — — — 7,118 7,118 Foreign currency translation, net of hedges — — — — — — — — 5,220 5,220 Unrealized loss on pension benefit obligation, net of tax — — — — — — — — ( 270 ) ( 270 ) Balance at June 30, 2023 44,316 $ 615 — $ — ( 17,971 ) $ ( 1,363,550 ) $ 539,454 $ 235,396 $ ( 35,060 ) $ ( 623,145 ) S ee accompanying notes. 52 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2023 2022 2021 Operating activities Net loss $ ( 185,715 ) $ ( 50,570 ) $ ( 82,457 ) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 162,428 175,681 173,212 Share-based compensation expense 42,122 49,766 37,034 Impairment of goodwill 5,609 — — Impairment of long-lived assets — — 19,882 Deferred taxes 114,912 22,879 ( 10,284 ) (Gain) loss on early extinguishment of debt ( 6,764 ) — 48,343 Unrealized loss (gain) on derivatives not designated as hedging instruments included in net loss 34,393 ( 40,408 ) 17,323 Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency ( 11,988 ) 537 240 Other non-cash items 13,235 ( 13,704 ) 7,041 Changes in operating assets and liabilities, net of effects of businesses acquired: Accounts receivable ( 4,243 ) ( 18,119 ) ( 11,474 ) Inventory 11,352 ( 44,089 ) 16,382 Prepaid expenses and other assets 1,768 ( 5,989 ) ( 2,606 ) Accounts payable ( 28,872 ) 109,977 29,367 Accrued expenses and other liabilities ( 17,948 ) 33,575 23,218 Net cash provided by operating activities 130,289 219,536 265,221 Investing activities Purchases of property, plant and equipment ( 53,772 ) ( 54,040 ) ( 38,524 ) Proceeds from the sale of subsidiaries, net of transaction costs and cash divested ( 4,130 ) — — Business acquisitions, net of cash acquired ( 498 ) ( 75,258 ) ( 53,410 ) Capitalization of software and website development costs ( 57,787 ) ( 65,297 ) ( 60,937 ) Proceeds from the sale of assets 4,659 37,771 5,696 Purchases of marketable securities ( 84,030 ) — ( 203,581 ) Proceeds from maturity of held-to-maturity investments 92,110 151,200 — Proceeds from (payments for) the settlement of derivatives designated as hedging instruments — 2,244 ( 3,291 ) Other investing activities ( 277 ) ( 617 ) ( 269 ) Net cash used in investing activities ( 103,725 ) ( 3,997 ) ( 354,316 ) Financing activities Proceeds from borrowings of debt 48,264 — 665,682 Proceeds from Term Loan B — — 1,149,751 Payments of debt ( 61,310 ) ( 14,510 ) ( 1,242,606 ) Payments for early redemption of 7% Senior Notes due 2026 ( 44,994 ) — — Payments for early redemption of 12% Senior Secured Notes due 2025 — — ( 309,000 ) Payments of debt issuance costs ( 51 ) ( 1,444 ) ( 11,963 ) Payments of purchase consideration included in acquisition-date fair value ( 7,100 ) ( 43,647 ) ( 1,205 ) Payments of withholding taxes in connection with equity awards ( 4,448 ) ( 3,219 ) ( 5,757 ) Payments of finance lease obligations ( 8,290 ) ( 37,512 ) ( 8,000 ) Purchase of noncontrolling interests ( 95,567 ) ( 2,165 ) ( 5,063 ) Proceeds (payments) from issuance of ordinary shares 327 — ( 2,280 ) Distributions to noncontrolling interests ( 3,652 ) ( 3,963 ) ( 4,747 ) Other financing activities ( 285 ) ( 112 ) ( 684 ) Net cash (used in) provided by financing activities ( 177,106 ) ( 106,572 ) 224,128 Effect of exchange rate changes on cash 3,802 ( 14,937 ) 2,969 Net (decrease) increase in cash and cash equivalents ( 146,740 ) 94,030 138,002 Cash and cash equivalents at beginning of period 277,053 183,023 45,021 Cash and cash equivalents at end of period $ 130,313 $ 277,053 $ 183,023 See accompanying notes. 53 CIMPRESS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2023 2022 2021 Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 113,952 $ 98,099 $ 116,977 Income taxes 31,184 32,987 27,870 Cash received during the period for: Interest 11,451 3,230 1,940 Non-cash investing and financing activities Property and equipment acquired under finance leases 20,303 7,033 6,996 Amounts accrued related to property, plant and equipment 9,403 12,810 4,462 Amounts accrued related to capitalized software development costs 185 124 2,830 Amounts accrued related to business acquisitions — 8,425 45,025 See accompanying notes. 54 CIMPRESS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Description of the Business Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization of printing and related products, via which we deliver large volumes of individually small-sized customized orders. Our products and services 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, design and digital marketing services, 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. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Cimpress plc, its wholly owned subsidiaries, entities in which we maintain a controlling financial interest, and those entities in which we have a variable interest and are the primary beneficiary. Intercompany balances and transactions have been eliminated. Investments in entities in which we cannot exercise significant influence, and 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 The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our most significant estimates are associated with the ongoing evaluation of the recoverability of our long-lived assets and goodwill, estimated useful lives of assets, share-based compensation, accounting for business combinations, and income taxes and related valuation allowances, among others. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents consist of depository accounts and money market funds. Cash and cash equivalents restricted for use were $ 558 and $ 537 as of June 30, 2023 and 2022, respectively, and are included in other assets in the accompanying consolidated balance sheets. For bank accounts that are overdrawn at the end of a reporting period, including any net negative balance in our notional cash pool, we reclassify these overdrafts to short-term debt on our consolidated balance sheets. Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to other current liabilities. We did not have a bank or book overdraft for any of the periods presented. Marketable Securities We hold certain investments that are classified as held-to-maturity as we have the intent and ability to hold them to their maturity dates. Our policy is to invest in the following permitted classes of assets: overnight money market funds invested in U.S. Treasury securities and U.S. government agency securities, U.S. Treasury securities, U.S. government agency securities, bank time deposits, commercial paper, corporate notes and bonds, and medium term notes. We invest in securities with a remaining 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, net. 55 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. We did not record an allowance for credit losses and we recognized no impairments for these marketable securities during the years ended June 30, 2023, 2022, and 2021. 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, 2023 and 2022. June 30, 2023 Amortized cost Unrealized losses Fair value Due within one year or less: Commercial paper $ 15,982 $ ( 10 ) $ 15,972 Corporate debt securities 16,298 ( 190 ) 16,108 U.S. government securities 6,260 ( 69 ) 6,191 Total due within one year or less 38,540 ( 269 ) 38,271 Due between one and two years: Corporate debt securities 1,498 ( 35 ) 1,463 U.S. government securities 2,999 ( 66 ) 2,933 Total due between one and two years 4,497 ( 101 ) 4,396 Total held-to-maturity securities $ 43,037 $ ( 370 ) $ 42,667 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 Accounts Receivable Accounts receivable includes amounts due from customers. We offset gross trade accounts receivable with an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance when the potential for recovery is no longer reasonably assured. Inventories Inventories consist primarily of raw materials and are recorded at the lower of cost or net realizable value using the first-in, first-out method. Costs to produce products are included in cost of revenues as incurred. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their construction period are evaluated on a per project basis and, if material, the costs are capitalized. No interest costs associated with our construction projects were capitalized in any of the years presented as the amounts were not material. Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets. 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. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the 56 funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated useful life of the software, which is generally over a three year period. Costs associated with preliminary stage software development, repair, maintenance, or the development of website content are expensed as incurred. Amortization of previously capitalized amounts in the years ended June 30 2023, 2022, and 2021 was $ 57,086 , $ 54,646 , and $ 47,560 , respectively, resulting in accumulated amortization of $ 279,490 , $ 273,629 , and $ 231,482 at June 30 2023, 2022, and 2021, respectively. Intangible Assets We capitalize the costs of purchasing patents from unrelated third parties and amortize these costs over the estimated useful life of the patent. The costs related to patent applications, pursuing others who we believe infringe on our patents, and defending against patent-infringement claims are expensed as incurred. We record acquired intangible assets at fair value on the date of acquisition using the income approach to value the trade names, customer relationships, and customer network and a replacement cost approach to value developed technology and our print network. The income approach calculates fair value by discounting the forecasted after-tax cash flows back to a present value using an appropriate discount rate. The baseline data for this analysis is the cash flow estimates used to price the transaction. We amortize such assets using the straight-line method over the expected useful life of the asset, unless another amortization method is deemed to be more appropriate. In estimating the useful life of the acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. Long-Lived Assets Long-lived assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Business Combinations We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset and the appropriate discount rates. Assets acquired that are determined to not have economic use for us are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. The consideration for our acquisitions often includes future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. 57 Goodwill The evaluation of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment should be aggregated as one reporting unit due to their similarity or reviewed individually. Goodwill is evaluated for impairment on an annual basis or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is considered to be impaired when the carrying amount of a reporting unit exceeds its estimated fair value. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the results of this analysis indicate that the fair value of a reporting unit is less than its carrying value, the quantitative impairment test is required; otherwise, no further assessment is necessary. To perform the quantitative approach, we estimate the fair value of our reporting units using a discounted cash flow methodology. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. For the year ended June 30, 2023, we recognized a goodwill impairment charge of $ 5,609 . The charge is a partial impairment of the goodwill for one of our small reporting units within our All Other Businesses reportable segment. There were no impairments identified for any other reporting units. We recognized no goodwill impairment charges during the years ended June 30, 2022 and 2021. Refer to Note 8 for additional details regarding the annual goodwill impairment test. Mandatorily Redeemable Noncontrolling Interests Noncontrolling interests held by third parties in consolidated subsidiaries are considered mandatorily redeemable when they are subject to an unconditional obligation to be redeemed by both parties. The redeemable noncontrolling interest must be required to be repurchased on a specified date or on the occurrence of a specified event that is certain to occur and is to be redeemed via the transfer of assets. Mandatorily redeemable noncontrolling interests are presented as liability-based financial instruments and are re-measured on a recurring basis to the expected redemption value. During the second quarter of fiscal 2023, the exercise of put options by the minority shareholders of three PrintBrothers businesses to redeem a portion of their equity interests triggered a mandatory redemption feature for the remaining minority interests after exercise. As such, we reclassified the remaining minority equity interests from redeemable noncontrolling interest to mandatorily redeemable noncontrolling interest, which is presented as part of other liabilities on the consolidated balance sheets. Refer to Note 14 for additional details. Debt Issuance Costs Costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement on a straight-line basis through the maturity date of the related debt instrument. We evaluate all changes to our debt arrangements to determine whether the changes represent a modification or extinguishment to the old debt arrangement. If a debt instrument is deemed to be modified, we capitalize all new lender fees and expense all third-party fees. If we determine that an extinguishment of one of our debt instruments has occurred, the unamortized financing fees associated with the extinguished instrument are expensed. For the revolving loans associated with our senior secured credit facility, all lender and third-party fees are capitalized, and in the event an amendment reduces the committed capacity under the revolving loans, we expense a portion of any unamortized fees on a pro-rata basis in proportion to the decrease in the committed capacity. Derivative Financial Instruments We record all derivatives on the consolidated balance sheet at fair value. We apply hedge accounting to arrangements that qualify and are designated for hedge accounting treatment, which includes cash flow and net investment hedges. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination, or cancellation. Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges, which could include interest rate swap 58 contracts and cross-currency swap contracts. In a cash flow hedging relationship, the effective and ineffective portion of the change in the fair value of the hedging derivative is initially recorded in accumulated other comprehensive loss. The portion of gain or loss on the derivative instrument previously recorded in accumulated other comprehensive loss remains in accumulated other comprehensive loss 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 operating 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 as well as intercompany loans. 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 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 until we reduce our investment in the hedged foreign operation through a sale or substantial liquidation. We also enter into derivative contracts that are intended to economically hedge certain of our risks, even though we may not elect to apply hedge accounting or the instrument may not qualify for hedge accounting. When hedge accounting is not applied, the changes in the fair value of the derivatives are recorded directly in earnings as a component of other (expense) income, net. In accordance with the fair value measurement guidance, our accounting policy is to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. We execute our derivative instruments with financial institutions that we judge to be credit-worthy, defined as institutions that hold an investment grade credit rating. Shareholders' Deficit Comprehensive Loss Comprehensive 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 loss is composed of net loss, unrealized gains and losses on derivatives, unrealized gains and losses on pension benefit obligation, and cumulative foreign currency translation adjustments, which are included in the accompanying consolidated statements of comprehensive loss. Treasury Shares Treasury shares are accounted for using the cost method and are included as a component of shareholders' equity. 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 determined the cost using the average cost method. Warrants We bifurcate and separately account for a detachable warrant as a separate equity instrument. The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt. The fair value of the warrants was determined using a Monte Carlo valuation and applying a discount for the lack of marketability for the warrants. We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet. Refer to Note 11 for additional details. 59 Revenue Recognition We generate revenue primarily from the sale and shipment of customized manufactured products. We also generate revenue, to a much lesser extent (and primarily in our 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. Shipping revenues are recognized when control of the related products is transferred to the customer. For design service arrangements, we recognize revenue when the services are complete. A portion of this revenue relates to design contests in which we have determined that we are the principal in the arrangement as we satisfy our contractual performance obligation to provide the customer with the benefit of our platform and network of designers. Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant. We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier. If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities. We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers. Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers, and therefore we recognize revenue at a point in time. We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occurs shortly after cash payment and we expect to recognize the majority of our deferred revenue balance as revenue within three months subsequent to June 30, 2023. We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers, and therefore do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense. We have elected to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time. Restructuring Restructuring costs are recorded in connection with initiatives designed to improve efficiency or enhance competitiveness. Restructuring initiatives require us to make estimates in several areas, including expenses for severance and other employee separation costs and our ability to generate sublease income to enable us to terminate lease obligations at the estimated amounts. 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 60 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 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. Advertising Expense Our advertising costs are primarily expensed as incurred and included in marketing and selling expense. Advertising expense for the years ended June 30, 2023, 2022, and 2021 was $ 417,886 , $ 408,566 , and $ 333,665 , respectively, which consisted of external costs related to customer acquisition and retention marketing campaigns. Research and Development Expense Research and development costs are expensed as incurred and included in technology and development expense. Research and development expense for the years ended June 30, 2023, 2022, and 2021 was $ 58,819 , $ 56,996 , and $ 49,254 , respectively, which consisted of costs related to enhancing our manufacturing engineering and technology capabilities. Income Taxes As part of the process of preparing our consolidated financial statements, we calculate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax expense and deferred tax expense based on assessing temporary and permanent differences resulting from differing treatment of items for tax and financial reporting purposes. We recognize deferred tax assets and liabilities for the temporary differences using the enacted tax rates and laws that will be in effect when we expect temporary differences to reverse. We assess the ability to realize our deferred tax assets based upon the weight of available evidence both positive and negative. To the extent we believe that it is more likely than not that some portion or all of the deferred tax assets will not be realized, we establish a valuation allowance. In the event that actual results differ from our estimates or we adjust our estimates in the future, we may need to increase or decrease income tax expense, which could have a material impact on our financial position and results of operations. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The tax benefits recognized in our financial statements from such positions are measured as the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The unrecognized tax benefits may reduce our effective tax rate if recognized. Interest and, if applicable, penalties related to unrecognized tax benefits are recorded in the provision for income taxes. Stranded income tax effects in accumulated other comprehensive loss are released on an item-by-item basis based on when the applicable derivative is recognized in earnings. Foreign Currency Translation Our non-U.S. dollar functional currency subsidiaries translate their assets and liabilities denominated in their functional currency to U.S. dollars at current rates of exchange in effect at the balance sheet date, and revenues and expenses are translated at average rates prevailing throughout the period. The resulting gains and losses from translation are included as a component of accumulated other comprehensive loss. Transaction gains and losses and remeasurement of assets and liabilities denominated in currencies other than an entity’s functional currency are included in other income (expense), net in our consolidated statements of operations. 61 Other Income (Expense), Net The following table summarizes the components of other income (expense), net: Year Ended June 30, 2023 2022 2021 Gains (losses) on derivatives not designated as hedging instruments (1) $ 3,311 $ 58,148 $ ( 20,728 ) Currency-related gains, net (2) 16,350 244 1,005 Other (losses) gains ( 1,163 ) 3,071 370 Total other income (expense), net $ 18,498 $ 61,463 $ ( 19,353 ) _____________________ (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 $ 39,133 and $ 9,955 , respectively, for the years ended June 30, 2023 and 2022, 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 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; refer to Note 4 for additional details relating to these cash flow hedges. Net Loss Per Share Attributable to Cimpress plc Basic net loss per share attributable to Cimpress plc is computed by dividing net loss attributable to Cimpress plc by the weighted-average number of ordinary shares outstanding for the respective period. Diluted net loss per share attributable to Cimpress plc gives effect to all potentially dilutive securities, including share options, restricted share units (“RSUs”), warrants, and performance share units ("PSUs"), if the effect of the securities is dilutive using the treasury stock method. Awards with performance or market conditions are included using the treasury stock method only if the conditions would have been met as of the end of the reporting period and their effect is dilutive. The following table sets forth the reconciliation of the weighted-average number of ordinary shares: Year Ended June 30, 2023 2022 2021 Weighted average shares outstanding, basic and diluted 26,252,860 26,094,842 25,996,572 Weighted average anti-dilutive shares excluded from diluted net loss per share attributable to Cimpress plc (1)(2) 2,834,351 762,086 494,329 ___________________ (1) In the periods in which a net loss is recognized, the impact of share options, RSUs, restricted share awards, and warrants are anti-dilutive. For the years ended June 30, 2023, 2022, and 2021, the weighted average dilutive shares for these securities, in the aggregate, would have been 83,275 , 233,244 , and 465,869 , respectively, had we not recognized a net loss. (2) On May 1, 2020, we entered into a financing arrangement with Apollo Global Management, Inc., which included 7-year warrants to purchase 1,055,377 of our ordinary shares with a strike price of $ 60 that have a potentially dilutive impact on our weighted average shares outstanding. For the years ended June 30, 2022 and 2021, the average market price was higher than the strike price for at least a portion of the year, as such the weighted average dilutive effect of the warrants that were included in the anti-dilutive share count due to the net loss in each period was 138,088 , and 368,933 shares, respectively. For the year ended June 30, 2023, the average share price was below the strike price for the full fiscal year; therefore, the total outstanding warrants were considered anti-dilutive. Share-based Compensation Compensation expense for all share-based awards is measured at fair value on the date of grant and recognized over the requisite service period. We recognize the impact of forfeitures as they occur. The fair value of share options is determined using the Black-Scholes valuation model, or lattice model for share options with a market condition or subsidiary share options. The fair value of RSUs is determined based on the quoted price of our ordinary shares on the date of the grant. Such value is recognized ratably as expense over the requisite service period, or on an accelerated method for awards with a performance or market condition. For awards that are ultimately settleable in cash, we treat them as liability awards and mark the award to market each reporting period recognizing any gain or loss in our statements of operations. For awards with a performance condition vesting feature, compensation cost is recorded if it is probable that the performance condition will be achieved. 62 We have issued PSUs, and we calculate the fair value at grant, which is fixed throughout the vesting period. The fair value is determined using a Monte Carlo simulation valuation model. As the PSUs include both a service and market condition the related expense is recognized using the accelerated expense attribution method over the requisite service period for each separately vesting portion of the award. For PSUs that meet the service vesting condition, the expense recognized over the requisite service period will not be reversed if the market condition is not achieved. Sabbatical Leave Compensation expense associated with a sabbatical leave, or other similar benefit arrangements, is accrued over the requisite service period during which an employee earns the benefit, net of estimated forfeitures, and is included in other liabilities on our consolidated balance sheets. Concentrations of Credit Risk We monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. We do not have any customers that accounted for greater than 10% of our accounts receivable as of June 30, 2023 and 2022. We do not have any customers that accounted for greater than 10% of our revenue for the years ended June 30, 2023, 2022, and 2021. We maintain an allowance for doubtful accounts for potential credit losses based upon specific customer accounts and historical trends, and such losses to date in the aggregate have not materially exceeded our expectations. Lease Accounting We determine if an arrangement contains a lease at contract inception. We consider an arrangement to be a lease if it conveys the right to control an identifiable asset for a period of time. Costs for operating leases that include incentives such as payment escalations or rent 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. Leasehold improvements are capitalized at cost and amortized over the shorter of their expected useful life or the lease term, excluding renewal periods. Lease right-of-use ("ROU") assets and liabilities for operating and finance leases are recognized based on the present value of the future lease payments over the lease term at lease commencement date. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date. Our incremental borrowing rate approximates the interest rate on a collateralized basis for the economic environments where our leased assets are located, and is established by considering the credit spread associated with our existing debt arrangements, as well as observed market rates for instruments with a similar term to that of the lease payments. ROU assets also include any lease payments made at or before the lease commencement, as well as any initial direct costs incurred. Lease incentives received from the lessor are recognized as a reduction to the ROU asset. Our initial determination of the lease term is based on the facts and circumstances that exist at lease commencement. The lease term may include the effect of options to extend or terminate the lease when it is reasonably certain that those options will be exercised. We consider these options reasonably certain to be exercised based on our assessment of economic incentives, including the fair market rent for equivalent properties under similar terms and conditions, costs of relocating, availability of comparable replacement assets, and any related disruption to operations that would be experienced by not renewing the lease. Finance leases are accounted for as an acquisition of an asset and incurrence of an obligation. Assets held under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease, and amortized over the useful life of the asset. The corresponding finance lease obligation is recorded at the present value of the minimum lease payments at inception of the lease. Operating leases are included in operating lease assets and current and non-current operating lease liabilities in the consolidated balance sheets. Finance lease assets are included in property, plant, and equipment, net, and the related liabilities are included in other current liabilities and other liabilities in the consolidated balance sheets. 63 Variable lease payments are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred. Variable lease payments primarily include index-based rent escalation associated with some of our real estate leases, as well as property taxes and common area maintenance payments for most real estate leases, which are determined based on the costs incurred by the lessor. We also make variable lease payments for certain print equipment leases that are determined based on production volumes. We have subleased a small amount of our equipment and real estate lease portfolio to third parties, making us the lessor. Most of these subleases meet the criteria for operating lease classification and the related sublease income is recognized on a straight-line basis over the lease term within the consolidated statement of operations. To a lesser extent, we have leases in which we are the lessees and we classify the leases as finance leases which have been subleased under similar terms, resulting in the sublease 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 Adopted Accounting Standards 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 prospective treatment of modifications or exchanges of freestanding equity-classified written call options that are not in the scope of another Topic. The standard is effective for us in fiscal year 2023. There were no such transactions in the year of adoption; therefore, ASU 2021-04 had no effect on our consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update No. 2020-06 "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in an Entity's Own Equity (Subtopic 815-40)" (ASU 2020-06), which provides authoritative guidance for the accounting treatment of contracts in an entity's own equity when calculating earnings per share. We adopted this standard in fiscal year 2023 and it had no impact on our consolidated financial statements as our free-standing warrants are equity classified. The FASB issued Accounting Standards Updates related to reference rate reform that include No. 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-04), No. 2021-01 "Reference Rate Reform (Topic 848): Scope", and No. 2022-06 "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06). If certain criteria are met, ASU 848 provides optional expedients and exceptions for applying U.S. GAAP on contract modifications, hedge accounting, and other transactions which reference LIBOR or another rate expected to be discontinued because of reference rate reform. We have elected the optional expedients for certain existing and new interest rate swaps that are designated as cash flow hedges, for which we have modified the critical terms and there is a variable rate mismatch between the hedging instrument and hedged item. The adoption of these standards did not have a material impact on our consolidated financial statements. Issued Accounting Standards to be Adopted In September 2022, the FASB issued Accounting Standards Update No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. All interim period disclosure requirements will be effective starting with the quarter ending September 30, 2023, followed by annual requirements that include the rollforward of program activity, which will be effective for our fiscal year ending June 30, 2025. As the standard updates disclosure information only, we do not expect its adoption to have a material impact on our consolidated financial statements. 64 3. Fair Value Measurements We use a three-level valuation hierarchy for measuring fair value and include detailed financial statement disclosures about fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy: June 30, 2023 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 19,218 $ — $ 19,218 $ — Currency forward contracts 2,301 — 2,301 — Currency option contracts 990 — 990 — Total assets recorded at fair value $ 22,509 $ — $ 22,509 $ — Liabilities Cross-currency swap contracts $ ( 1,777 ) $ — $ ( 1,777 ) $ — Currency forward contracts ( 4,485 ) — ( 4,485 ) — Currency option contracts ( 3,055 ) — ( 3,055 ) — Total liabilities recorded at fair value $ ( 9,317 ) $ — $ ( 9,317 ) $ — June 30, 2022 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Interest rate swap contracts $ 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 $ — Liabilities Cross-currency swap contracts $ ( 446 ) $ — $ ( 446 ) $ — Currency forward contracts ( 505 ) — ( 505 ) — Currency option contracts ( 9 ) — ( 9 ) — Total liabilities recorded at fair value $ ( 960 ) $ — $ ( 960 ) $ — During the years ended June 30, 2023 and 2022, there were no significant transfers in or out of Level 1, Level 2, and Level 3 classifications. 65 The valuations of the derivatives intended to mitigate our interest rate and currency risk are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves, interest rate volatility, or spot and forward exchange rates, and reflects the contractual terms of these instruments, including the period to maturity. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to appropriately reflect both our own nonperformance risk and the respective counterparties' nonperformance risk in the fair value measurement. However, as of June 30, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy. As of June 30, 2023 and 2022, the carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximated their estimated fair values. As of June 30, 2023 and 2022, the carrying value of our debt, excluding debt issuance costs and debt premiums and discounts, was $ 1,653,989 and $ 1,705,365 , respectively, and the fair value was $ 1,604,190 and $ 1,600,627 , respectively. Our debt at June 30, 2023 includes variable-rate debt instruments indexed to LIBOR and Euribor that resets periodically, as well as fixed-rate debt instruments. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under the fair value hierarchy. As of June 30, 2023 and 2022, our held-to-maturity marketable securities were held at an amortized cost of $ 43,037 and $ 49,952 , respectively, while the fair value was $ 42,667 and $ 49,406 , 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. 4. Derivative Financial Instruments We use derivative financial instruments, such as interest rate swap contracts, cross-currency swap contracts, and currency forward and option contracts, to manage interest rate and foreign currency exposures. Derivatives are recorded in the consolidated balance sheets at fair value. If a derivative is designated as a cash flow hedge or net investment hedge, then the change in the fair value of the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. We have designated one intercompany loan as a net investment hedge, and any unrealized currency gains and losses on the loan are recorded in accumulated other comprehensive loss. Additionally, any ineffectiveness associated with an effective and designated hedge is recognized within accumulated other comprehensive loss. The change in the fair value of derivatives not designated as hedges is recognized directly in earnings as a component of other income (expense), net. Hedges of Interest Rate Risk We enter into interest rate swap contracts to manage variability in the amount of our known or expected cash payments related to a portion of our debt. Our objective in using interest rate swaps is to add stability to interest expense and to manage our exposure to interest rate movements. We designate our interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses from interest rate swaps are recorded in earnings as a component of interest expense, net. Amounts reported in accumulated other comprehensive loss 66 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, 2023, we estimate that $ 7,279 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2024. As of June 30, 2023, we had eleven effective outstanding interest rate swap contracts with aggregate notional amounts of $ 475,000 , $ 140,000 , and $ 60,000 that were indexed to USD LIBOR, Term SOFR, and Daily SOFR, respectively. The transition relief guidance from ASC 848 was applied to designate the SOFR swap contracts for hedge accounting despite the benchmark rate mismatch. After USD LIBOR sunsets on June 30, 2023, all contracts indexed to USD LIBOR will convert to either Term or Daily SOFR with effective dates in July 2023. Our interest rate swap contracts have varying start and maturity dates through April 2028. Interest rate swap contracts outstanding: Notional Amounts Contracts accruing interest as of June 30, 2023 (1) $ 245,000 Contracts with a future start date 430,000 Total $ 675,000 ________________________ (1) Based on contracts outstanding as of June 30, 2023, the notional value of our contracted interest rate swaps accruing interest will fluctuate between $215,000 and $380,000 through April 2028 based on layered start dates and maturities. Hedges of Currency Risk Cross-Currency Swap Contracts We execute cross-currency swap contracts designated as cash flow hedges or net investment hedges. Cross-currency swaps involve an initial receipt of the notional amount in the hedged currency in exchange for our reporting currency based on a contracted exchange rate. Subsequently, we receive fixed rate payments in our reporting currency in exchange for fixed rate payments in the hedged currency over the life of the contract. At maturity, the final exchange involves the receipt of our reporting currency in exchange for the notional amount in the hedged currency. Cross-currency swap contracts designated as cash flow hedges are executed to mitigate our currency exposure to the interest receipts as well as the principal remeasurement and repayment associated with certain intercompany loans denominated in a currency other than our reporting currency, the U.S. dollar. As of June 30, 2023, 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, 2023, we estimate that $ 839 of income will be reclassified from accumulated other comprehensive loss to interest expense, net during the twelve months ending June 30, 2024. 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. dollar. 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. As of June 30, 2023, we have one intercompany loan designated as a net investment hedge with a total notional amount of $ 319,513 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, 2023, 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 67 currency forward and option contracts. We expect this volatility to continue in future periods for contracts for which we do not apply hedge accounting. Additionally, since our hedging objectives may be targeted at non-GAAP financial metrics that exclude non-cash items such as depreciation and amortization, we may experience increased, not decreased, volatility in our GAAP results as a result of our currency hedging program. In most cases, we enter into these currency derivative contracts, which do not apply hedge accounting, in order to address the risk for certain currencies where we have a net exposure to adjusted EBITDA, a non-GAAP financial metric. Adjusted EBITDA exposures are our focus for the majority of our mark-to-market currency forward and option contracts because a similar metric is referenced within the debt covenants of our amended and restated senior secured credit agreement (refer to Note 10 for additional information about this agreement). Our most significant net currency exposures by volume are the Euro and the British Pound (GBP). Our adjusted EBITDA hedging approach results in addressing nearly all of our forecasted Euro and GBP net exposures for the upcoming twelve months, with a declining hedged percentage out to twenty-four months. For certain other currencies with a smaller net impact, we hedge nearly all of our forecasted net exposures for the upcoming six months, with a declining hedge percentage out to fifteen months. As of June 30, 2023, we had the following outstanding currency derivative contracts that were not designated for hedge accounting and were primarily used to hedge fluctuations in the U.S. dollar value of forecasted transactions or balances denominated in Australian Dollar, GBP, Canadian Dollar, Czech Koruna, Danish Krone, Euro, Indian Rupee, Mexican Peso, New Zealand Dollar, Norwegian Krone, Philippine Peso, Swiss Franc and Swedish Krona: Notional Amount Effective Date Maturity Date Number of Instruments Index $ 658,341 September 2021 through June 2023 Various dates through June 2025 588 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, 2023 and June 30, 2022. Our derivative asset and liability balances fluctuate with interest rate and currency exchange rate volatility. 68 June 30, 2023 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other assets $ 19,341 $ ( 123 ) $ 19,218 Other liabilities $ — $ — $ — Cross-currency swaps Other assets — — — Other current liabilities ( 1,777 ) — ( 1,777 ) Total derivatives designated as hedging instruments $ 19,341 $ ( 123 ) $ 19,218 $ ( 1,777 ) $ — $ ( 1,777 ) Derivatives not designated as hedging instruments Currency forward contracts Other current assets / other assets $ 2,873 $ ( 572 ) $ 2,301 Other current liabilities / other liabilities $ ( 6,074 ) $ 1,589 $ ( 4,485 ) Currency option contracts Other current assets / other assets 990 — 990 Other current liabilities / other liabilities ( 3,055 ) — ( 3,055 ) Total derivatives not designated as hedging instruments $ 3,863 $ ( 572 ) $ 3,291 $ ( 9,129 ) $ 1,589 $ ( 7,540 ) 69 June 30, 2022 Asset Derivatives Liability Derivatives Balance Sheet line item Gross amounts of recognized assets Gross amount offset in Consolidated Balance Sheet Net amount Balance Sheet line item Gross amounts of recognized liabilities Gross amount offset in Consolidated Balance Sheet Net amount Derivatives designated as hedging instruments Derivatives in cash flow hedging relationships Interest rate swaps Other current assets / other assets $ 14,336 $ — $ 14,336 Other current liabilities / other liabilities $ — $ — $ — Cross-currency swaps Other assets — — — Other liabilities ( 446 ) — $ ( 446 ) Total derivatives designated as hedging instruments $ 14,336 $ — $ 14,336 $ ( 446 ) $ — $ ( 446 ) Derivatives not designated as hedging instruments 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 10,612 ( 1 ) 10,611 Other current liabilities / other liabilities ( 9 ) — ( 9 ) Total derivatives not designated as hedging instruments $ 35,052 $ ( 3,803 ) $ 31,249 $ ( 514 ) $ — $ ( 514 ) The following table presents the effect of our derivative financial instruments designated as hedging instruments and their classification within comprehensive loss, net of tax, for the years ended June 30, 2023, 2022, and 2021: Year Ended June 30, 2023 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ 11,151 $ 25,511 $ 3,340 Cross-currency swaps ( 1,160 ) ( 22,698 ) 6,996 Derivatives in net investment hedging relationships Intercompany loan ( 8,384 ) 49,225 7,518 Currency forward contracts — 13,622 ( 19,052 ) Total $ 1,607 $ 65,660 $ ( 1,198 ) 70 The following table presents reclassifications out of accumulated other comprehensive loss for the years ended June 30, 2023, 2022 and 2021: Amount of Net Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Affected line item in the Statement of Operations Year Ended June 30, 2023 2022 2021 Derivatives in cash flow hedging relationships Interest rate swaps $ ( 4,851 ) $ 9,998 $ 6,967 Interest expense, net Cross-currency swaps 903 18,286 ( 10,950 ) Other income (expense), net Total before income tax (3,948) 28,284 (3,983) (Loss) income before income taxes Income tax 1,075 ( 2,087 ) ( 106 ) Income tax expense Total $ ( 2,873 ) $ 26,197 $ ( 4,089 ) The following table presents the adjustment to fair value recorded within the consolidated statements of operations for the years ended June 30, 2023, 2022, and 2021 for derivative instruments for which we did not elect hedge accounting and de-designated derivative financial instruments that did not qualify as hedging instruments. Amount of Gain (Loss) Recognized in Net Loss Affected line item in the Statement of Operations Year Ended June 30, 2023 2022 2021 Currency contracts $ 3,311 $ 51,784 $ ( 24,235 ) Other income (expense), net Interest rate swaps — 6,364 3,507 Other income (expense), net Total $ 3,311 $ 58,148 $ ( 20,728 ) 71 5. 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 $ 4,013 , $ 16,722 , and $ 764 for the years ended June 30, 2023, 2022, and 2021 : (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, 2020 $ ( 30,078 ) $ ( 1,399 ) $ ( 57,199 ) $ ( 88,676 ) Other comprehensive income (loss) before reclassifications 10,336 ( 336 ) 11,283 21,283 Amounts reclassified from accumulated other comprehensive loss to net loss ( 4,089 ) — — ( 4,089 ) Net current period other comprehensive income (loss) 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 2,813 1,649 ( 6,305 ) ( 1,843 ) Amounts reclassified from accumulated other comprehensive loss to net loss 26,197 — — 26,197 Net current period other comprehensive income (loss) 29,010 1,649 ( 6,305 ) 24,354 Balance as of June 30, 2022 5,179 ( 86 ) ( 52,221 ) ( 47,128 ) Other comprehensive income (loss) before reclassifications 9,991 ( 106 ) 5,220 15,105 Amounts reclassified from accumulated other comprehensive loss to net loss ( 2,873 ) ( 164 ) — ( 3,037 ) Net current period other comprehensive income (loss) 7,118 ( 270 ) 5,220 12,068 Balance as of June 30, 2023 $ 12,297 $ ( 356 ) $ ( 47,001 ) $ ( 35,060 ) ________________________ (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, 2023 and 2022, the translation adjustment is inclusive of both realized and unrealized effects of our net investment hedges. Gains on currency forward and swap contracts, net of tax, of $ 15,079 have been included in accumulated other comprehensive loss as of June 30, 2023 and 2022. Intercompany loan hedge gains of $ 44,229 and $ 56,743 , net of tax, have been included in accumulated other comprehensive loss as of June 30, 2023 and 2022, respectively. 6. Property, Plant, and Equipment, Net Property, plant, and equipment, net consists of the following: June 30, Estimated useful lives 2023 2022 Land improvements 10 years $ 4,903 $ 4,899 Building and building improvements 10 - 30 years 175,393 180,295 Machinery and production equipment 4 - 10 years 389,523 366,647 Machinery and production equipment under finance lease 4 - 10 years 67,131 57,669 Computer software and equipment 3 - 5 years 95,586 105,778 Furniture, fixtures and office equipment 5 - 7 years 36,046 35,681 Leasehold improvements Shorter of lease term or expected life of the asset 52,092 52,671 Construction in progress 14,988 13,117 835,662 816,757 Less accumulated depreciation, inclusive of assets under finance lease ( 573,281 ) ( 557,981 ) 262,381 258,776 Land 25,193 28,050 Property, plant, and equipment, net $ 287,574 $ 286,826 Depreciation expense, inclusive of assets under finance leases, totaled $ 59,841 , $ 67,513 , and $ 71,057 for the years ended June 30, 2023, 2022, and 2021, respectively. 72 7. Business Combinations Fiscal Year 2023 Acquisitions On December 12, 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 58 % of the company's shares for total cash consideration of $ 498 . The purchase consideration also includes the effective settlement of the company's existing liabilities to a Cimpress business. 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 $ 4,724 , which is not deductible for tax purposes. The net assets recognized upon acquisition, as well as the revenue and earnings included in our consolidated financial statements for the year ended June 30, 2023, are not material. We utilized our available cash to fund the acquisition. Fiscal Year 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. The deferred payments were made in two installment, including the payment of $ 609 during fiscal year 2022 and a final deferred payment of $ 6,875 that was made during fiscal year 2023. 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. 73 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. 74 Fiscal Year 2021 Acquisitions Acquisition of 99designs, Inc. On October 1, 2020, we acquired 99designs, Inc. and its subsidiaries ("99designs"), a global creative platform for graphic design. We acquired all outstanding shares of the company for a purchase price of $ 90,000 , subject to a post-closing adjustment based on acquired cash, debt, and working capital as of the closing date. We paid $ 45,000 in cash at closing and 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: Cash consideration (paid at closing) $ 45,000 Fair value of deferred payment 43,381 Final post closing adjustment 310 Total purchase price $ 88,691 We recognized the assets and liabilities on the basis of their fair values at the date of the acquisition with any excess of the purchase price paid over the fair value of the net assets recorded as goodwill, which is primarily attributable to the synergies that we expect to achieve through the acquisition. The goodwill balance has been attributed to the 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. The fair value of the assets acquired and liabilities assumed was: Amount Weighted Average Useful Life in Years Tangible assets acquired and liabilities assumed: Cash and cash equivalents $ 8,603 n/a Accounts receivable, net 494 n/a Prepaid expenses and other current assets 787 n/a Property, plant and equipment, net 73 n/a Other assets 142 n/a Accounts payable ( 220 ) n/a Accrued expenses ( 6,299 ) n/a Deferred revenue ( 5,806 ) n/a Other liabilities ( 625 ) n/a Identifiable intangible assets: Trade name 1,550 2 years Developed technology 13,400 3 years Designer network 5,800 7 years Goodwill 70,792 n/a Total purchase price $ 88,691 n/a 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. 75 Other Acquisition On April 23, 2021 we completed an acquisition of a 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 is presented within our All Other Businesses segment. We utilized proceeds from our senior secured credit facility to finance the acquisition. 8. Goodwill and Acquired Intangible Assets The carrying amount of goodwill by reportable segment as of June 30, 2023 and 2022 was as follows: Vista PrintBrothers The Print Group All Other Businesses Total Balance as of June 30, 2021 $ 225,147 $ 137,307 $ 164,220 $ 200,305 $ 726,979 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 ) Balance as of June 30, 2022 291,498 130,828 143,969 200,305 766,600 Acquisitions (1) — 4,724 — — 4,724 Impairment (3) — — — ( 5,609 ) ( 5,609 ) Adjustments — — — 225 225 Effect of currency translation adjustments (2) 4,233 5,540 5,828 — 15,601 Balance as of June 30, 2023 $ 295,731 $ 141,092 $ 149,797 $ 194,921 $ 781,541 ________________________ (1) In fiscal year 2023, we acquired a small business that is included in our PrintBrothers reportable segment, which included cash consideration of $ 498 and the recognition of goodwill of $ 4,724 . The consideration for this purchase included the effective settlement of the company's existing liabilities to a Cimpress business. In fiscal year 2022, we acquired Depositphotos Inc., which is included in our Vista reportable segment and 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. dollar. (3) During the fourth quarter of fiscal year 2023, we recorded an impairment charge of $ 5,609 , related to one of our small reporting units acquired in fiscal year 2021 that is part of our All Other Businesses reportable segment. See below for additional details. Annual Impairment Review Our goodwill accounting policy establishes an annual goodwill impairment test date of May 31. We identified ten reporting units with goodwill individually. We considered the timing of our most recent fiscal year 2022 fair value assessments, associated headroom, actual operating results as compared to the forecasts used to assess fair value, the current long-term forecasts for each reporting unit, and the general economic environment of each reporting unit. After performing this qualitative assessment, we determined that there was no indication the carrying values for seven of these reporting units exceeded their respective fair values. For each of the three remaining reporting units, we performed a quantitative goodwill impairment test that compared the estimated fair value to carrying value. We used the income approach, specifically the discounted cash flow method, to derive the fair value. This approach calculates fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. We selected this method as being the most meaningful in preparing our goodwill assessment as we believe the income approach most appropriately measures our income-producing assets. We considered using the market approach, but concluded it was not appropriate in valuing these particular reporting units given the lack of relevant market comparisons available. The cash flow projections in the fair value analysis are considered Level 3 inputs, and consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results, as well as industry and market conditions. The discount rate used in the fair value analysis is based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. As required, prior to performing the quantitative goodwill impairment test for the three reporting units mentioned above, we first evaluated the recoverability of long-lived assets and concluded that no impairment of long-lived assets existed. 76 The quantitative tests were performed for Exaprint, which is part of The Print Group reportable segment, one small reporting unit that is part of our The Print Group reportable segment, as well as a small reporting unit that was acquired by our BuildASign business and included in the All Other Businesses reportable segment. For the Exaprint reporting unit and the small reporting unit that is part of The Print Group reportable segment, we concluded that substantial headroom between the estimated fair value and carrying value existed and that no goodwill impairment was identified. For the one remaining reporting unit, which is a small reporting unit included in our All Other Businesses reportable segment, we concluded that an impairment existed, driven in part by recent declines in revenue growth rates and lower near-term cash flow forecasts. We recognized an impairment charge of $ 5,609 , using a WACC of 17.0 %, resulting in a post-impairment goodwill balance of $ 8,824 at June 30, 2023. Acquired Intangible Assets June 30, 2023 June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 147,096 $ ( 77,501 ) $ 69,595 $ 144,916 $ ( 65,203 ) $ 79,713 Developed technology 97,316 ( 87,872 ) 9,444 96,120 ( 75,585 ) 20,535 Customer relationships 199,932 ( 183,879 ) 16,053 195,766 ( 160,247 ) 35,519 Customer network and other 24,368 ( 14,470 ) 9,898 23,946 ( 11,580 ) 12,366 Print network 23,909 ( 19,703 ) 4,206 22,982 ( 16,385 ) 6,597 Total intangible assets $ 492,621 $ ( 383,425 ) $ 109,196 $ 483,730 $ ( 329,000 ) $ 154,730 Acquired intangible assets amortization expense for the years ended June 30, 2023, 2022, and 2021 was $ 46,854 , $ 54,497 , and $ 53,818 respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years and thereafter is as follows: 2024 $ 32,424 2025 19,049 2026 12,333 2027 10,842 2028 8,721 Thereafter 25,827 $ 109,196 77 9. Other Balance Sheet Components Accrued expenses included the following: June 30, 2023 June 30, 2022 Compensation costs $ 74,879 $ 78,521 Income and indirect taxes 53,266 41,886 Advertising costs 16,548 25,925 Third party manufacturing and digital content costs 17,380 15,790 Shipping costs 11,146 10,228 Variable compensation incentives (1) 9,413 — Restructuring costs 7,567 13,449 Sales returns 6,441 6,286 Interest payable 2,847 2,477 Professional fees 2,743 2,394 Other 54,879 56,885 Total accrued expenses $ 257,109 $ 253,841 ______________________ (1) Includes cash-based employee long-term incentives, which are variable based on the performance of individual businesses and vest over four years. As the first payout will occur during the first half of fiscal year 2024, a portion of the balance is now classified as a current liability within accrued expenses. Other current liabilities included the following: June 30, 2023 June 30, 2022 Current portion of finance lease obligations $ 9,938 $ 6,684 Short-term derivative liabilities 9,865 4,299 Other (1) 4,666 17,052 Total other current liabilities $ 24,469 $ 28,035 ______________________ (1) The decrease is due in part to the payment of an acquisition-related liability associated with our Depositphotos acquisition of $ 6,875 that occurred during the third quarter of fiscal year 2023. Other liabilities included the following: June 30, 2023 June 30, 2022 Long-term finance lease obligations (1) $ 29,822 $ 14,699 Long-term compensation incentives 22,286 19,934 Mandatorily redeemable noncontrolling interest (2) 12,018 — Long-term derivative liabilities 1,737 463 Other 24,195 29,298 Total other liabilities $ 90,058 $ 64,394 ______________________ (1) The increase in long-term finance lease obligations compared to the prior year was largely due to the extension of various lease contracts across our reportable segments as well as the inclusion of finance lease obligations from the acquisition of a small business within our PrintBrothers reportable segment during fiscal year 2023. (2) During the second quarter of fiscal year 2023, we reclassified the noncontrolling interest for three businesses in the PrintBrothers reportable segment to other liabilities, due to the exercise of a put option for a portion of the minority equity interests, which triggered a mandatory redemption feature for the remaining minority equity interest . Refer to Note 14 for additional details. 78 10. Debt June 30, 2023 June 30, 2022 7.0% Senior Notes due 2026 (1) $ 548,300 $ 600,000 Senior secured credit facility 1,098,613 1,097,302 Other 7,076 8,063 Debt issuance costs and debt premiums (discounts) ( 16,033 ) ( 19,417 ) Total debt outstanding, net 1,637,956 1,685,948 Less: short-term debt (2) 10,713 10,386 Long-term debt $ 1,627,243 $ 1,675,562 _____________________ (1) During the fourth quarter of fiscal 2023, we repurchased an aggregate principal amount of $ 51,700 of our 7.0% Senior Notes due 2026. Refer below for additional details. (2) Balances as of June 30, 2023 and June 30, 2022 are inclusive of short-term debt issuance costs, debt premiums and discounts of $ 3,526 and $ 3,498 , respectively. Our various debt arrangements described below contain customary representations, warranties, and events of default. As of June 30, 2023, 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. Senior Secured Credit Facility 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 tranche that bears interest at EURIBOR (with a EURIBOR floor of 0 %) plus 3.50 %; and • A $ 250,000 senior secured revolving credit facility with a maturity date of May 17, 2026 (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility bear interest at LIBOR (with a LIBOR floor 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 LIBOR sunset occurred on June 30, 2023, and under the terms of our Restated Credit Agreement, our benchmark rate transitioned to Term SOFR in July 2023. The Restated Credit Agreement contains covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries, including, but not limited to, the incurrence of additional indebtedness and liens; certain fundamental organizational changes; asset sales; certain intercompany activities; and certain investments and restricted payments, including purchases of 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 . As of June 30, 2023, we have borrowings under the Restated Credit Agreement of $ 1,098,613 consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. We have no outstanding borrowings under our Revolving Credit Facility as of June 30, 2023. As of June 30, 2023, the weighted-average interest rate on outstanding borrowings under the Restated Credit Agreement was 7.69 %, inclusive of interest rate swap rates. 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, 2023. 79 Senior Unsecured Notes As of June 30, 2023, we have $ 548,300 in aggregate principal outstanding of our 2026 Notes, which are unsecured. 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. During the fourth quarter of fiscal year 2023, we repurchased an aggregate principal amount of $ 51,700 , for a repurchase price of $ 44,994 , as well as the related settlement of unpaid interest. We recognized a gain on the extinguishment of debt of $ 6,764 , which included an immaterial write-off of unamortized debt issuance costs and debt premiums. Other Debt Other debt consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of June 30, 2023 and 2022, we had $ 7,076 and $ 8,063 , respectively, outstanding for those obligations that are payable through September 2027. 11. Shareholders' Deficit Warrants In conjunction with our issuance of our 12% Senior Secured Notes due 2025 in fiscal year 2020, which we subsequently redeemed in fiscal year 2021, 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 at the time of issuance. The warrants, which currently remain outstanding, are accounted for as equity, as they are redeemable only in our own shares, with an exercise price of $ 60 per share. The warrants may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The fair value used for the warrants in this allocation was calculated using the Monte Carlo valuation model. The valuation of the notes and warrants resulted in a carrying value allocated to the warrants of $ 22,432 , which, in addition to be being accounted for as an equity instrument recorded in additional paid in capital, was included as a discount to the 12% Senior Secured Notes. Share-based awards On November 25, 2020, our shareholders approved our 2020 Equity Incentive Plan, or the 2020 Plan. Upon approval, we ceased granting any new awards under any of our prior equity plans that had shares available for future grant, consisting of our 2016 Performance Equity Plan, 2011 Equity Incentive Plan, and 2005 Non-Employee Directors' Share Option Plan, and we now grant all equity awards under the 2020 Plan. The maximum number of ordinary shares to be issued under the 2020 Plan is 5,500,000 plus an additional number of ordinary shares equal to the number of PSUs currently outstanding under the 2016 Performance Equity Plan that expire, terminate or are otherwise surrendered, canceled, or forfeited. The 2020 Plan allows us to grant share options, share appreciation rights, restricted shares, restricted share units, other share-based awards, and dividend equivalent rights to our employees, officers, non-employee directors, consultants, and advisors. Our 2016 Performance Equity Plan previously allowed us to grant PSUs to our employees, officers, non-employee directors, consultants, and advisors. The 2011 Equity Incentive Plan previously allowed us to grant share options, share appreciation rights, restricted shares, restricted share units and other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants, and advisors. Our 2005 Non-Employee Directors’ Share Option Plan previously allowed us to grant share options to our non-employee directors upon initial appointment as a director and annually thereafter in connection with our annual general meeting of shareholders if they continued to serve as a director at such time. As of June 30, 2023, 2,201,615 ordinary shares were available for future awards under our 2020 Plan. For PSUs, we assumed that we would issue ordinary shares equal to 250 % of the outstanding PSUs, which is the maximum potential share issuance. Treasury shares and newly issued shares have both historically been used in fulfillment of our share-based awards. 80 Performance share units PSU awards entitle the recipient to receive Cimpress ordinary shares between 0 % and 250 % of the number of units, based upon continued service to Cimpress and the achievement of a compounded annual growth rate target based on Cimpress' three-year moving average share price. Awards with a grant date prior to fiscal year 2020 and all awards granted to our Chief Executive Officer and Board of Directors will be assessed annually in years 6 - 10 following the grant date and awards with a grant date in or after fiscal year 2020 (other than to the CEO and Board) will be assessed annually in years 4 - 8 following the grant date. The fair value of the PSUs is based on a Monte Carlo simulation, and the resulting expense is recognized on an accelerated basis over the requisite service period. A summary of our PSU activity and related information for the fiscal year ended June 30, 2023 is as follows: PSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at the beginning of the period 1,359,242 $ 130.61 Granted 75,000 17.61 Vested and distributed — — Forfeited ( 32,498 ) 134.95 Outstanding at the end of the period 1,401,744 $ 124.46 $ 83,376 The weighted average fair value of PSUs granted during the fiscal years ended June 30 2023, 2022, and 2021 was $ 17.61 , $ 110.28 , and $ 129.25 , respectively. The total intrinsic value of PSUs outstanding as of June 30 2023, 2022, and 2021 was $ 83,376 , $ 52,875 , and $ 125,616 , respectively. The total intrinsic value of PSUs assumes that the performance condition is met; however, it is possible that a portion or all of these PSUs will not achieve the associated performance condition. As of June 30, 2023, the number of shares subject to PSUs included in the table above assumes the issuance of one share for each PSU, but based on actual performance that amount delivered can range from zero shares to a maximum of 3,504,360 shares. Restricted share units The fair value of an RSU award is equal to the fair market value of our ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period. RSUs generally vest over 4 years. A summary of our RSU activity and related information for the fiscal year ended June 30, 2023 is as follows: RSUs Weighted- Average Grant Date Fair Value Aggregate Intrinsic Value Unvested at the beginning of the period 1,038,234 $ 83.66 Granted 1,120,951 44.25 Vested and distributed ( 334,971 ) 79.94 Forfeited ( 353,921 ) 63.69 Unvested at the end of the period 1,470,293 $ 59.27 $ 87,453 The weighted average fair value of RSUs granted during the fiscal years ended June 30 2023, 2022, and 2021 was $ 44.25 , $ 80.26 , and $ 93.64 , respectively. The total intrinsic value of RSUs vested during the fiscal years ended June 30 2023, 2022, and 2021 was $ 13,544 , $ 10,123 , and $ 17,231 , respectively. Share options We have 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. 81 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. The expected volatility assumption is based upon historical volatility of our share price. The expected term assumption is based on the contractual and vesting term of the option and historical experience. The risk-free interest rate is based on the U.S. Treasury yield curve with a maturity equal to the expected life assumed at the grant date. We value share options with a market condition using a lattice model with compensation expense recorded on an accelerated basis over the requisite service period. We did not grant any share options in fiscal years 2022 or 2021. Weighted-average values used for option awards in fiscal year 2023 were as follows: Year Ended June 30, 2023 Risk-free interest rate 3.06 % Expected dividend yield — % Expected term (years) 4.01 Expected volatility 61.99 % Weighted average fair value of options granted $ 22.83 A summary of our share option activity and related information for the year ended June 30, 2023 is as follows: Shares Pursuant to Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at the beginning of the period 5,298 $ 80.01 2.8 Granted 436,211 45.94 Exercised ( 7,073 ) 46.20 Forfeited/expired ( 46,989 ) 46.20 Outstanding at the end of the period 387,447 46.37 9.0 $ 5,189 Exercisable at the end of the period 98,591 $ 48.02 8.6 $ 1,239 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, 2023. The total intrinsic value of options exercised during the fiscal years ended June 30, 2023 and 2021 was $ 41 and $ 5,460 , respectively, while no options were exercised during the fiscal year ended June 30, 2022. Share-based compensation Total share-based compensation costs were $ 42,122 , $ 49,766 , and $ 37,034 for the years ended June 30 2023, 2022, and 2021, respectively, and we recognize the impact of forfeitures as they occur. Share-based compensation costs capitalized as part of software and website development costs were $ 1,879 , $ 1,221 , and $ 1,338 for the years ended June 30 2023, 2022, and 2021, respectively. As of June 30, 2023, there was $ 77,410 of total unrecognized compensation cost related to non-vested, share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 2.6 years. 82 12. Employees' Savings Plans Defined contribution plans We maintain certain government-mandated and defined contribution plans throughout the world. Our most significant defined contribution retirement plans are in the U.S. and comply with Section 401(k) of the Internal Revenue Code. We offer eligible employees in the U.S. the opportunity to participate in one of these plans and match most employees' eligible contributions at various rates subject to service vesting as specified in each of the related plan documents. As part of the cost reduction measures taken in response to the pandemic, the matching program was temporarily suspended from March 2020 through December 31, 2020 and was reinstated on January 1, 2021. We expensed $ 16,061 , $ 16,157 , and $ 12,228 for our government-mandated and defined contribution plans in the years ended June 30 2023, 2022, and 2021, respectively. Defined benefit plan We currently have a defined benefit plan that covers substantially all of our employees in Switzerland. Our Swiss plan is a government-mandated retirement fund with benefits generally earned based on years of service and compensation during active employment; however, the level of benefits varies within the plan. Eligibility is determined in accordance with local statutory requirements. Under this plan, both we and certain employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. Employer contributions must be in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary, and gender. As of June 30, 2023 and 2022, the plan had an unfunded net pension obligation of approximately $ 1,134 and $ 1,173 , respectively, and plan assets, which totaled approximately $ 5,497 and $ 4,754 , respectively. For the years ended June 30 2023, 2022, and 2021 we recognized expense totaling $ 282 , $ 537 , and $ 667 , respectively, related to our Swiss plan. 13. Income Taxes The following is a summary of our (loss) income before income taxes by geography: Year Ended June 30, 2023 2022 2021 U.S. $ ( 35,508 ) $ ( 7,299 ) $ 2,689 Non-U.S. 5,286 16,630 ( 66,243 ) Total $ ( 30,222 ) $ 9,331 $ ( 63,554 ) The components of the provision (benefit) for income taxes are as follows: Year Ended June 30, 2023 2022 2021 Current: U.S. Federal $ 1,634 $ 526 $ ( 93 ) U.S. State 769 568 546 Non-U.S. 39,792 36,932 28,205 Total current 42,195 38,026 28,658 Deferred: U.S. Federal 3,522 ( 3,566 ) ( 1,573 ) U.S. State 465 12 ( 31 ) Non-U.S. 109,311 25,429 ( 8,151 ) Total deferred 113,298 21,875 ( 9,755 ) Total $ 155,493 $ 59,901 $ 18,903 83 The following is a reconciliation of the standard U.S. federal statutory tax rate and our effective tax rate: Year Ended June 30, 2023 2022 2021 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal effect 3.7 ( 11.1 ) 3.1 Tax rate differential on non-U.S. earnings ( 52.5 ) 97.1 ( 20.3 ) Change in valuation allowance ( 457.2 ) 363.7 ( 27.2 ) Nondeductible interest expense ( 30.2 ) 52.7 ( 18.6 ) Change in entity status 4.0 — — Compensation related items ( 13.7 ) 21.9 0.2 Goodwill impairment ( 4.1 ) — — Irish foreign tax credit 21.4 ( 46.8 ) 8.8 Tax on repatriated earnings ( 15.0 ) 39.2 ( 3.9 ) Gain on the extinguishment of debt 2.8 — — Notional interest deduction (Italy) 2.6 ( 8.8 ) 1.4 Patent box (Italy) ( 1.5 ) ( 12.0 ) — Tax credits and incentives 24.1 ( 23.7 ) 4.2 Non-U.S. tax rate changes ( 1.1 ) 57.6 1.2 Irish tax restructuring — ( 13.4 ) — U.S. global intangible low-taxed income (GILTI) — 10.2 ( 0.3 ) U.S. foreign-derived intangible income (FDII) 2.7 ( 6.8 ) — U.S. base erosion and anti-abuse tax (BEAT) ( 2.1 ) — — Net tax benefit on intellectual property transfer 1.0 ( 10.4 ) — Tax loss carryforward expirations ( 5.1 ) 4.8 ( 0.5 ) Business and withholding taxes ( 1.2 ) 5.1 ( 0.4 ) Uncertain tax positions ( 10.5 ) 35.9 ( 1.0 ) Other non-deductible expenses ( 6.0 ) 7.1 0.5 Tax on unremitted earnings ( 1.6 ) 0.1 ( 0.9 ) Changes to derivative instruments 3.1 73.5 0.1 Other 0.9 ( 14.9 ) 2.9 Effective income tax rate ( 514.5 ) % 642.0 % ( 29.7 ) % For the year ended June 30, 2023, our effective tax rate was below our U.S. federal statutory tax rate primarily due to establishing a full valuation allowance on Swiss deferred tax assets of $ 116,694 related to Swiss tax reform benefits recognized in fiscal year 2020 and Swiss tax loss carryforwards. Management concluded in the second quarter of this fiscal year that based on current period results at that time, objective and verifiable negative evidence of recent losses in Switzerland outweighed more subjective positive evidence of anticipated future income. In addition, we had non-deductible interest expense and losses in certain jurisdictions for which we cannot recognize a tax benefit. The jurisdictions that have the most significant impact to our non-U.S. tax provision include Australia, Canada, France, Germany, India, Ireland, Italy, the Netherlands, Spain, and Switzerland. The applicable tax rates in these jurisdictions range from 11 % to 30 %. The total tax rate impact from operating in non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S. earnings” in the above tax rate reconciliation table. For the year ended June 30, 2023, our effective tax rate was ( 514.5 )% as compared to the prior year effective tax rate of 642.0 %. The decrease in our effective tax rate as compared to the prior year is primarily due a pre-tax loss for the year ended June 30, 2023 as compared to pre-tax income in the year ended June 30, 2022. During the year ended June 30, 2023 we recognized tax expense of $ 116,694 to establish a full valuation allowance in Switzerland as compared to tax expense of $ 29,600 in the year ended June 30, 2022 to establish a partial valuation allowance in Switzerland. Our fiscal year 2022 effective tax rate was higher than fiscal year 2021 primarily due to establishing a partial valuation allowance in Switzerland. 84 As of June 30, 2023, we recorded a deferred tax asset of $ 131,472 related to Swiss tax-amortizable goodwill, which we can benefit from during fiscal year 2025 through fiscal year 2030 under our Swiss tax ruling. During the year ended June 30, 2023, the Swiss tax-amortizable goodwill deferred tax asset increased $ 7,579 due to currency exchange rate changes. Significant components of our deferred income tax assets and liabilities consisted of the following at June 30, 2023 and 2022: June 30, 2023 June 30, 2022 Deferred tax assets: Swiss tax-amortizable goodwill $ 131,472 $ 123,893 Net operating loss carryforwards 75,643 71,820 Leases 30,364 24,952 Depreciation and amortization 8,289 3,736 Accrued expenses 15,335 12,244 Share-based compensation 16,920 16,090 Credit and other carryforwards 58,790 47,405 Other 4,469 1,120 Subtotal 341,282 301,260 Valuation allowance ( 277,976 ) ( 134,660 ) Total deferred tax assets 63,306 166,600 Deferred tax liabilities: Depreciation and amortization ( 37,572 ) ( 32,595 ) Leases ( 27,392 ) ( 21,049 ) Investment in flow-through entity — ( 7,031 ) Tax on unremitted earnings ( 7,221 ) ( 6,692 ) Derivative financial instruments ( 17,091 ) ( 19,703 ) Other ( 8,641 ) ( 7,584 ) Total deferred tax liabilities ( 97,917 ) ( 94,654 ) Net deferred tax assets $ ( 34,611 ) $ 71,946 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 the Swiss full valuation allowance and losses in certain jurisdictions (mainly Brazil, Japan, the Netherlands, Ireland, and the United Kingdom) for which management has determined we cannot recognize the related deferred tax assets. Also, we generated $ 4,202 of Irish foreign tax credit carryforwards and increased tax effected interest limitation carryforwards of $ 7,365 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. The increase in valuation allowance was offset by the release of valuation allowances related to the exit of our YSD business of $ 3,224 . We have recorded a full valuation allowance against deferred tax assets of $ 22,583 and $ 131,472 related to Swiss tax losses and the Swiss tax-amortizable goodwill, respectively. In addition, we have recorded valuation allowances of $ 28,744 , $ 5,123 , and $ 14,768 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. Based on the weight of available evidence at June 30, 2023, management believes that it is more likely than not that all other net deferred tax assets will be realized in the foreseeable future. We will continue to assess the realization of the deferred tax assets based on operating results on a quarterly basis. 85 A reconciliation of the beginning and ending amount of the valuation allowance for the year ended June 30, 2023 is as follows: Balance at June 30, 2022 $ 134,660 Charges to earnings (1) 138,143 Charges to other accounts (2) 5,173 Balance at June 30, 2023 $ 277,976 _________________ (1) Amount is primarily related to full Swiss valuation allowance, increased non-U.S. net operating losses, increased Irish foreign tax credits, and increased interest limitation carryforwards. (2) Amount is primarily related to increased Swiss tax-amortizable goodwill deferred tax asset and deferred tax assets on non-U.S. net operating losses due to currency exchange rate changes offset by unrealized gains on derivative financial instruments included in accumulated other comprehensive loss. As of June 30, 2023, we had gross U.S. federal and apportioned state net operating losses of $ 2,348 and $ 30,281 , respectively, that expire on various dates from fiscal year 2024 through fiscal year 2043 or with unlimited carryforward. We also had gross non-U.S. net operating loss carryforwards of $ 564,818 , a significant amount of which begin to expire in fiscal year 2024, with the remaining amounts expiring on various dates from fiscal year 2024 through fiscal year 2032 or having unlimited carryforward. In addition, we had $ 33,854 of tax credit carryforwards primarily related to U.S. federal and state research and development credits, which expire on various dates beginning in fiscal year 2030 or having unlimited carryforward. We also had $ 22,778 , $ 6,130 , and $ 1,048 of U.S. federal, apportioned U.S. state, and non-U.S. capital loss carryforwards, respectively. The U.S. capital losses expire in fiscal years 2025 through 2027 and the non-U.S. capital losses have unlimited carryforward. Lastly, we had $ 12,535 of Irish foreign tax credits with unlimited carryforward. The benefits of these carryforwards are dependent upon the generation of taxable income in the jurisdictions in which they arose. We consider the following factors, among others, in evaluating our plans for indefinite reinvestment of our subsidiaries’ earnings: (i) the forecasts, budgets, and financial requirements of both our parent company and its subsidiaries, both for the long term and for the short term; (ii) the ability of Cimpress plc to fund its operations and obligations with earnings from other businesses within the global group without incurring substantial tax costs; and (iii) the tax consequences of any decision to reinvest earnings of any subsidiary. As of June 30, 2023, no tax provision has been made for $ 56,294 of undistributed earnings of certain of our subsidiaries as these earnings are considered indefinitely reinvested. If, in the future, we decide to repatriate the undistributed earnings from these subsidiaries in the form of dividends or otherwise, we could be subject to withholding taxes payable in the range of $ 13,000 to $ 14,000 at that time. A cumulative deferred tax liability of $ 7,221 has been recorded attributable to undistributed earnings that we have deemed are not indefinitely reinvested. The remaining undistributed earnings of our subsidiaries are not deemed to be indefinitely reinvested and can be repatriated with no tax cost. Accordingly, there has been no provision for income or withholding taxes on these earnings. 86 A reconciliation of the gross beginning and ending amount of unrecognized tax benefits is as follows: Balance June 30, 2020 $ 5,847 Additions based on tax positions related to the current tax year 448 Additions based on tax positions related to prior tax years 7,448 Reductions based on tax positions related to prior tax years ( 51 ) Reductions due to audit settlements ( 83 ) Reductions due to lapse of statute of limitations ( 229 ) Cumulative translation adjustment 19 Balance June 30, 2021 13,399 Additions based on tax positions related to the current tax year 448 Additions based on tax positions related to prior tax years 2,958 Reductions based on tax positions related to prior tax years ( 23 ) Reductions due to audit settlements ( 2,958 ) Reductions due to lapse of statute of limitations ( 799 ) Cumulative translation adjustment ( 29 ) Balance June 30, 2022 12,996 Additions based on tax positions related to the current tax year 2,167 Additions based on tax positions related to prior tax years 770 Reductions based on tax positions related to prior tax years ( 62 ) Reductions due to audit settlements — Reductions due to lapse of statute of limitations ( 225 ) Cumulative translation adjustment ( 22 ) Balance June 30, 2023 $ 15,624 For the year ended June 30, 2023, the amount of unrecognized tax benefits (exclusive of interest) that, if recognized, would impact the effective tax rate is $ 8,518 . We recognize interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. The interest and penalties recognized as of years ended June 30, 2023, 2022, and 2021 were $ 1,924 , $ 1,383 , and $ 1,014 , respectively. It is reasonably possible that a further change in unrecognized tax benefits in the range of $ 910 to $ 960 may occur within the next twelve months related to the settlement of one or more audits or the lapse of applicable statutes of limitations. We believe we have appropriately provided for all tax uncertainties. We conduct business in a number of tax jurisdictions and, as such, are required to file income tax returns in multiple jurisdictions globally. The years 2016 through 2023 remain open for examination by the United States Internal Revenue Service ("IRS") and the years 2015 through 2023 remain open for examination in the various states and non-U.S. tax jurisdictions in which we file tax returns. We are currently under income tax audit in certain jurisdictions globally. We believe that our income tax reserves are adequately maintained taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. 14. 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 business management team own a minority portion of the equity. The put options for several of our noncontrolling interests were exercised during the second quarter of fiscal year 2023 as summarized below. In addition to the noncontrolling interests described below, we also have several less significant minority interests that span multiple businesses and reportable segments. 87 PrintBrothers Members of the PrintBrothers management team hold minority equity interests in several businesses within the reportable segment. During the second quarter of fiscal year 2023, put options were exercised by the minority interest holders for a portion of their equity interests that required us to purchase 10 % to 11 % in three of the respective businesses for a total of $ 90,841 . The exercise of the put options triggered a mandatory redemption feature for the remaining minority equity interests, which requires the purchase of the remaining 1% equity interests on the third anniversary of the put option exercise, absent the earlier exercise of a call option on the first or second anniversaries by Cimpress. The remaining noncontrolling interests are mandatorily redeemable, which required the reclassification of the remaining equity interests to a liability, which has been presented in other liabilities within our consolidated balance sheet. The following table presents the reconciliation of changes in our noncontrolling interests: Redeemable Noncontrolling Interest Noncontrolling Interest Balance as of June 30, 2021 $ 71,120 $ — Acquisition of noncontrolling interest (1) 4,453 — 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 ) — Foreign currency translation ( 3,685 ) — Balance as of June 30, 2022 131,483 — Acquisition of noncontrolling interest (1) — 365 Accretion to redemption value (2) ( 7,236 ) — Net income attributable to noncontrolling interests 180 83 Distribution to noncontrolling interests (3) ( 3,652 ) — Purchase of noncontrolling interest (4) ( 95,567 ) — Reclassification to mandatorily redeemable noncontrolling interest (5) ( 9,582 ) — Foreign currency translation ( 4,733 ) 11 Balance as of June 30, 2023 $ 10,893 $ 459 _________________ (1) During fiscal years 2023 and 2022, we acquired the majority equity interests in two separate immaterial businesses within our PrintBrothers reportable segment. (2) Accretion of redeemable noncontrolling interests to redemption value recognized in retained earnings is the result of changes in the estimated redemption amount to the extent increases do not exceed the estimated fair value. (3) Distributions to noncontrolling interests include contractually required profit sharing payments made annually to the minority interest holders in one of the PrintBrothers businesses. (4) As discussed above, we purchased an additional 10% to 11% of the equity interests in three PrintBrothers businesses during the second quarter of fiscal year 2023, as well as the 1% minority interest in our BuildASign business. In fiscal year 2022, we paid the final redemption amount to one minority equity interest holder in our PrintBrothers businesses, which we agreed to purchase in fiscal year 2021. (5) During the second quarter of fiscal year 2023, the minority equity interest holders of three PrintBrothers businesses exercised a put option that triggered a mandatory redemption feature for the remaining minority equity interests. The remaining minority equity interests were reclassified to mandatorily redeemable noncontrolling interests, as part of other liabilities within the consolidated balance sheets. Refer above for additional information regarding the transaction and Note 9 for additional details about the reclassified liability balance. 15. Segment Information Our operating segments are based upon the manner in which our operations are managed and the availability of separate financial information reported internally to the Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”) for purposes of making decisions about how to allocate resources and assess performance. As of June 30, 2023, we have numerous operating segments under our management reporting structure, which are reported in the following five reportable segments: • Vista - Vista is the parent brand of multiple offerings including VistaPrint, VistaCreate, Depositphotos, 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. 88 • PrintBrothers - Consists of three of our Upload & Print businesses, which includes druck.at, Printdeal, and WIRmachenDRUCK that primarily serve customers in Austria, Belgium, Germany, the Netherlands, and Switzerland. • The Print Group - Includes our Easyflyer, Exaprint, Pixartprinting, and Tradeprint businesses, which are Upload & Print businesses that primarily serve customers in France, Italy, Spain, and the United Kingdom. • National Pen - Includes the global operations of our National Pen business, which manufactures and markets custom writing instruments and promotional products, apparel, and gifts. • All Other Businesses - Includes a collection of businesses grouped together based on materiality. In addition to BuildASign, which is a larger and profitable business, the All Other Businesses reportable segment includes one smaller business 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. ◦ Printi is an online printing leader in Brazil, which offers a superior customer experience with transparent and attractive pricing, reliable service and quality. ◦ We exited our YSD business, which was included in this reportable segment, during fiscal year 2023. Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as hosting and security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote first enablement, consolidated reporting and compliance, investor relations, capital allocation, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs. The expense value of our PSU awards is based on a Monte Carlo fair value analysis and is required to be expensed on an accelerated basis. In order to ensure comparability in measuring our businesses' results, we allocate the straight-line portion of the fixed grant value to our businesses. Any expense in excess of the amount as a result of the fair value measurement of the PSUs and the accelerated expense profile of the awards is recognized within central and corporate costs. Our definition of segment EBITDA is GAAP operating income excluding certain items, such as depreciation and amortization, expense recognized for contingent earn-out related charges including the changes in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense, and restructuring charges. We include insurance proceeds that are not recognized within operating income. We do not allocate non-operating income, including realized gains and losses on currency hedges, to our segment results. Our balance sheet information is not presented to the CODM on an allocated basis, and therefore we do not present asset information by segment. We do present other segment information to the CODM, which includes purchases of property, plant and equipment and capitalization of software and website development costs, and therefore include that information in the tables below. 89 Revenue by segment is based on the business-specific websites or sales channel through which the customer’s order was transacted. The following tables set forth revenue by reportable segment, as well as disaggregation of revenue by major geographic region and reportable segment. Year Ended June 30, 2023 2022 2021 Revenue: Vista $ 1,613,887 $ 1,514,909 $ 1,428,255 PrintBrothers 578,431 526,952 421,766 The Print Group 346,949 329,590 275,534 National Pen 366,294 341,832 313,528 All Other Businesses 213,455 205,862 192,038 Total segment revenue 3,119,016 2,919,145 2,631,121 Inter-segment eliminations (1) ( 39,389 ) ( 31,590 ) ( 55,160 ) Total consolidated revenue $ 3,079,627 $ 2,887,555 $ 2,575,961 _____________________ (1) 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 fiscal year ended June 30, 2021 associated with the fulfillment of masks in response to the pandemic. Demand for this product was far lower in the years ended June 30, 2023 and 2022. Year Ended June 30, 2023 Vista PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 1,155,000 $ — $ — $ 216,690 $ 181,145 $ 1,552,835 Europe 366,244 576,719 337,012 122,007 — 1,401,982 Other 91,066 — — 7,772 25,972 124,810 Inter-segment 1,577 1,712 9,937 19,825 6,338 39,389 Total segment revenue 1,613,887 578,431 346,949 366,294 213,455 3,119,016 Less: inter-segment elimination ( 1,577 ) ( 1,712 ) ( 9,937 ) ( 19,825 ) ( 6,338 ) ( 39,389 ) Total external revenue $ 1,612,310 $ 576,719 $ 337,012 $ 346,469 $ 207,117 $ 3,079,627 Year Ended June 30, 2022 Vista (1) PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 1,063,390 $ — $ — $ 193,056 $ 177,868 $ 1,402,222 Europe 353,275 525,224 322,315 113,820 — 1,304,175 Other 94,874 — — 20,058 23,675 181,158 Inter-segment 3,370 1,728 7,275 14,898 4,319 31,590 Total segment revenue 1,514,909 526,952 329,590 341,832 205,862 2,919,145 Less: inter-segment elimination ( 3,370 ) ( 1,728 ) ( 7,275 ) ( 14,898 ) ( 4,319 ) ( 31,590 ) Total external revenue $ 1,511,539 $ 525,224 $ 322,315 $ 326,934 $ 201,543 $ 2,887,555 90 Year Ended June 30, 2021 Vista (1) PrintBrothers The Print Group National Pen All Other Total Revenue by Geographic Region: North America $ 984,910 $ — $ — $ 154,857 $ 171,398 $ 1,281,535 Europe 354,546 420,946 258,230 106,004 — 1,135,450 Other 86,461 — — 20,762 17,847 158,976 Inter-segment 2,338 820 17,304 31,905 2,793 55,160 Total segment revenue 1,428,255 421,766 275,534 313,528 192,038 2,631,121 Less: inter-segment elimination ( 2,338 ) ( 820 ) ( 17,304 ) ( 31,905 ) ( 2,793 ) ( 55,160 ) Total external revenue $ 1,425,917 $ 420,946 $ 258,230 $ 281,623 $ 189,245 $ 2,575,961 __________________ (1) During the fourth quarter of fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for our Vista reportable segment for the fiscal years ended June 30, 2022 and 2021, which understated revenue in North America and Europe, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein. The following table includes segment EBITDA by reportable segment, total income from operations, and total (loss) income before income taxes: Year Ended June 30, 2023 2022 2021 Segment EBITDA: Vista $ 224,081 $ 195,321 $ 318,684 PrintBrothers 70,866 66,774 43,144 The Print Group 60,089 58,664 43,126 National Pen 23,714 26,845 11,644 All Other Businesses 25,215 23,227 31,707 Total segment EBITDA 403,965 370,831 448,305 Central and corporate costs ( 133,539 ) ( 143,958 ) ( 129,367 ) Depreciation and amortization ( 162,428 ) ( 175,681 ) ( 173,212 ) Proceeds from insurance — — ( 122 ) Certain impairments and other adjustments ( 6,932 ) 9,709 ( 20,453 ) Restructuring-related charges ( 43,757 ) ( 13,603 ) ( 1,641 ) Total income from operations 57,309 47,298 123,510 Other income (expense), net 18,498 61,463 ( 19,353 ) Interest expense, net ( 112,793 ) ( 99,430 ) ( 119,368 ) Gain (loss) on early extinguishment of debt 6,764 — ( 48,343 ) (Loss) income before income taxes $ ( 30,222 ) $ 9,331 $ ( 63,554 ) Year Ended June 30, 2023 2022 2021 Depreciation and amortization: Vista $ 58,464 $ 65,489 $ 58,513 PrintBrothers 18,135 20,790 22,089 The Print Group 22,810 25,657 27,066 National Pen 21,366 24,261 25,123 All Other Businesses 17,694 18,536 19,811 Central and corporate costs 23,959 20,948 20,610 Total depreciation and amortization $ 162,428 $ 175,681 $ 173,212 91 Year Ended June 30, 2023 2022 2021 Purchases of property, plant, and equipment: Vista $ 17,604 $ 17,198 $ 12,332 PrintBrothers 4,422 3,788 3,609 The Print Group 19,683 19,877 11,847 National Pen 6,003 4,332 3,603 All Other Businesses 4,793 7,027 5,466 Central and corporate costs 1,267 1,818 1,667 Total purchases of property, plant and equipment $ 53,772 $ 54,040 $ 38,524 Year Ended June 30, 2023 2022 2021 Capitalization of software and website development costs: Vista $ 22,559 $ 30,994 $ 28,297 PrintBrothers 2,010 1,139 1,465 The Print Group 2,997 2,419 1,603 National Pen 2,913 3,390 3,115 All Other Businesses 4,299 4,097 3,746 Central and corporate costs 23,009 23,258 22,711 Total capitalization of software and website development costs $ 57,787 $ 65,297 $ 60,937 Enterprise Wide Disclosures: The following table sets forth revenues by significant geographic area: Year Ended June 30, 2023 2022 (1) 2021 (1) United States $ 1,407,691 $ 1,320,347 $ 1,226,606 Germany 460,516 420,041 353,253 Other (2) 1,211,420 1,147,167 996,102 Total revenue $ 3,079,627 $ 2,887,555 $ 2,575,961 __________________ (1) During the fourth quarter of fiscal year 2023, we identified an immaterial error in our previously disclosed revenue by geographic area for the fiscal year ended June 30, 2022 and 2021, which understated revenue in the United States and Germany, with an offsetting overstatement in the Other geographies. We have corrected the disclosed figures as included herein. (2) Our other revenue includes Ireland, our country of domicile. The following table sets forth revenues by groups of similar products and services: Year Ended June 30, 2023 2022 2021 Physical printed products and other (1) $ 2,990,041 $ 2,789,600 $ 2,477,158 Digital products and services 89,586 97,955 98,803 Total revenue $ 3,079,627 $ 2,887,555 $ 2,575,961 __________________ (1) Other revenue includes miscellaneous items, which account for less than 1% of revenue. 92 The following table sets forth long-lived assets by geographic area: June 30, 2023 June 30, 2022 Long-lived assets (1): United States (2) $ 83,956 $ 95,589 Netherlands 65,547 67,240 Canada 57,328 58,498 Switzerland 73,857 72,394 Italy 42,377 48,262 France 29,302 25,383 Jamaica 17,834 18,744 Australia 19,664 17,751 Japan (3) — 11,392 Other 114,503 90,677 Total $ 504,368 $ 505,930 ___________________ (1) Excludes goodwill of $ 781,541 and $ 766,600 , intangible assets, net of $ 109,196 and $ 154,730 , deferred tax assets of $ 12,740 and $ 113,088 , and marketable securities, non-current of $ 4,497 and zero as of June 30, 2023 and June 30, 2022, respectively. (2) The decrease of the United States long-lived assets is primarily driven by the termination of our Waltham, MA lease in August 2022 that resulted in a reduction to the operating lease asset and related leasehold improvements. (3) The decrease in Japan's long-lived assets is due to the planned sale of the land and building, which resulted in the classification of the carrying value as prepaid expenses and other current assets because it meets held-for-sale criteria as of June 30, 2023. Refer to Note 18 for additional details. 16. Leases We lease certain machinery and plant equipment, office space, and production and warehouse facilities under non-cancelable operating leases that expire on various dates through 2037. Our finance leases primarily relate to machinery and plant equipment. Over the past three years, we continually assessed our leased real estate footprint as a facet of our evolving remote-first operating model for many of our employees, which resulted in a decrease to our leased real estate portfolio over this period of time. The following table presents the classification of right-of-use assets and lease liabilities as of June 30, 2023 and 2022: Leases Consolidated Balance Sheet Classification June 30, 2023 June 30, 2022 Assets: Operating right-of-use assets Operating lease assets, net $ 76,776 $ 80,694 Finance right-of-use assets Property, plant, and equipment, net 30,616 19,181 Total lease assets $ 107,392 $ 99,875 Liabilities: Current: Operating lease liabilities Operating lease liabilities, current $ 22,559 $ 27,706 Finance lease liabilities Other current liabilities 9,938 6,684 Non-current: Operating lease liabilities Operating lease liabilities, non-current 56,668 57,474 Finance lease liabilities Other liabilities 29,822 14,699 Total lease liabilities $ 118,987 $ 106,563 93 The following table represents the lease expenses for the years ended June 30, 2023 and 2022: Year Ended June 30, 2023 June 30, 2022 Operating lease expense $ 30,240 $ 26,975 Finance lease expense: Amortization of finance lease assets 4,565 5,892 Interest on lease liabilities 205 305 Variable lease expense 6,821 7,550 Less: sublease income ( 833 ) ( 86 ) Net operating and finance lease cost $ 40,998 $ 40,636 Future minimum lease payments under non-cancelable leases as of June 30, 2023 were as follows: Payments Due by Period Operating lease obligations Finance lease obligations Total lease obligations Less than 1 year $ 24,159 $ 10,904 $ 35,063 2 years 19,464 6,080 25,544 3 years 13,466 6,072 19,538 4 years 8,998 4,364 13,362 5 years 5,991 2,482 8,473 Thereafter 16,990 13,310 30,300 Total 89,068 43,212 132,280 Less: present value discount ( 9,841 ) ( 3,452 ) ( 13,293 ) Lease liability $ 79,227 $ 39,760 $ 118,987 Other information about leases is as follows: Lease Term and Discount Rate June 30, 2023 June 30, 2022 Weighted-average remaining lease term (years): Operating leases 5.74 4.32 Finance leases 8.69 3.89 Weighted-average discount rate: Operating leases 5.20 % 3.71 % Finance leases 6.23 % 2.79 % 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. Year Ended Supplemental Cash Flow Information June 30, 2023 June 30, 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 31,161 $ 26,641 Operating cash flows from finance leases 205 305 Financing cash flows from finance leases (1) 8,290 37,512 __________________ (1) The decrease in financing cash flows from finance leases is driven by the non-recurring purchase option exercise for a leased facility in fiscal year 2022, with the purchased facility being subsequently sold. Refer to additional details below. 94 Purchase and Sale of a Leased Facility During fiscal year 2022, we paid $ 27,885 to exercise the purchase option available for one of our leased facilities, immediately sold the facility to a separate third party for $ 23,226 , and recognized a $ 3,324 gain on the sale within general and administrative expense on our consolidated statement of operations. The purchase option exercise was presented as a financing activity on our consolidated statement of cash flows while the sale of the facility was presented as an investing activity. Prior to the purchase and sale, as required under our long-lived asset policy, we identified a triggering event in fiscal year 2021 for this leased facility and abandoned equipment, which resulted in impairment charges of $ 7,420 and $ 1,680 , respectively, that were recognized in general and administrative expense on the consolidated statement of operations. Waltham Lease Modification During fiscal year 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 recognized a gain of $ 1,156 in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021. As required under our long-lived asset policy, we identified a triggering event with regards to the modified right-of-use asset and abandoned property, plant and equipment related to the vacated space, which resulted in impairments of $ 7,489 and $ 4,483 , respectively, which were recognized in general and administrative expense on the consolidated statement of operations for the year ended June 30, 2021. 17. Commitments and Contingencies Debt The required principal payments due during the next five fiscal years and thereafter under our outstanding long-term debt obligations at June 30, 2023 are as follows: 2024 $ 14,063 2025 14,187 2026 560,317 2027 11,613 2028 1,053,809 Total $ 1,653,989 Purchase Obligations At June 30, 2023, we had unrecorded commitments under contract of $ 222,860 . These commitments consist of inventory, third-party fulfillment, and digital services of $ 100,327 ; third-party cloud services of $ 74,912 ; software of $ 13,678 ; advertising of $ 10,070 ; professional and consulting fees of $ 6,245 ; production and computer equipment purchases of $ 3,853 ; and other commitments of $ 13,775 . Lease Arrangements We lease certain assets, including manufacturing facilities, machinery and plant equipment, and office space under lease agreements. Refer to Note 16 for additional details. Other Obligations In February 2023, we made a $ 6,875 deferred payment for our Depositphotos acquisition, resulting in no outstanding acquisition-related deferred liabilities as of June 30, 2023. Legal Proceedings We are not currently party to any material legal proceedings. Although we cannot predict with certainty the results of litigation and claims to which we may be subject from time to time, we do not expect the resolution of any 95 of our current matters to have a material adverse impact on our consolidated results of operations, cash flows, or financial position. For all legal matters, at each reporting period, we evaluate whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs relating to our legal proceedings as those costs are incurred. 18. Restructuring Charges Restructuring costs include employee termination benefits, acceleration of share-based compensation, write-off of assets, costs to exit loss-making operations, and other related costs, including third-party professional and outplacement services. All restructuring costs are excluded from segment and adjusted EBITDA. During the years ended June 30, 2023, 2022, and 2021, we recognized restructuring charges of $ 43,757 , $ 13,603 , and $ 1,641 , respectively. Fiscal Year 2023 During the year ended June 30, 2023, we recognized restructuring charges of $ 43,757 . The majority of these costs related to actions taken in our Vista business and central teams during March 2023 that were intended to reduce costs and support expanded profitability, reduced leverage, and increased speed, focus, and accountability. For the year ended June 30, 2023, we recognized restructuring charges of $ 28,840 and $ 9,645 in our Vista business and central and corporate costs, respectively, which collectively included $ 30,175 from the March action described above. The remaining restructuring charges relate to prior actions taken to prioritize our investments, including our exit from the Japanese market. Most of these costs related to employee termination benefits, and, to a lesser extent, share-based compensation expense for the accelerated vesting of equity awards as well as third-party consulting costs. A portion of the restructuring charge in our Vista business included the impairment of assets from our exit of the Japanese market of $ 5,397 . We also recognized restructuring charges of $ 1,715 in our National Pen business for the year ended June 30, 2023, which included employee termination benefits for previously announced actions to exit the Japanese market and to migrate our European production operations from Ireland to the Czech Republic. Additionally, we recognized restructuring costs of $ 3,556 for the year ended June 30, 2023 in our All Other Businesses reportable segment for our previously announced exit from the Chinese market, which included employee termination benefits and the write-off of certain assets. We do not expect any additional material charges for these restructuring actions. Fiscal Year 2022 During the year ended June 30, 2022, we recognized restructuring charges of $ 13,603 , primarily due to decisions to reduce costs in certain areas including exiting 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 reportable segment, $ 1,093 in our All Other Businesses reportable segment, and $ 854 in our central and corporate costs. 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. 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 . These actions were completed during fiscal year 2021. 96 The following table summarizes the restructuring activity during the years ended June 30, 2023 and 2022. Severance and Related Benefits Other Restructuring Costs Accrued restructuring liability Balance as of June 30, 2021 $ 402 $ — $ 402 Restructuring charges 13,312 291 13,603 Cash payments ( 265 ) — ( 265 ) Non-cash charges — ( 291 ) ( 291 ) Balance as of June 30, 2022 13,449 — 13,449 Restructuring charges 33,694 10,063 43,757 Cash payments ( 37,147 ) — ( 37,147 ) Non-cash charges (1) ( 2,429 ) ( 10,063 ) ( 12,492 ) Balance as of June 30, 2023 $ 7,567 $ — $ 7,567 ________________ (1) During the fiscal year ended June 30, 2023, non-cash restructuring charges primarily includes the loss recorded on assets for our Japan and China exits, and share-based compensation expense upon modification to accelerate the vesting of share-based compensation awards for the actions described above . 97 Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure None.