8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________

Form 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 27, 2016

__________________________________________

Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)

__________________________________________

The Netherlands
 
000-51539
 
98-0417483
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
Hudsonweg 8
 
 
Venlo
 
5928 LW
The Netherlands
 
(Zip Code)
(Address of Principal Executive Offices)
 
 
Registrant’s telephone number, including area code: 31-77-850-7700

Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





Item 2.02.    Results of Operations and Financial Condition
 
On January 27, 2016, Cimpress N.V. issued a press release announcing its financial results for the second quarter ended December 31, 2015 and posted on its web site (ir.cimpress.com) a presentation and script discussing its second quarter financial results. The full text of the press release is furnished as Exhibit 99.1 to this report, the presentation is furnished as Exhibit 99.2, and the script that accompanies the presentation is furnished as Exhibit 99.3.
The information in this Item 2.02 and the exhibits to this report are not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor are they incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
 
Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

See the Exhibit Index attached to this report.







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Date: January 27, 2016
CIMPRESS N.V.
 
 
 
 
By:
/s/Sean E. Quinn
 
 
Sean E. Quinn
 
 
Senior Vice President and Chief Financial Officer







EXHIBIT INDEX
Exhibit  
 
 
No.
 
Description
99.1
 
Press release dated January 27, 2016 entitled “Cimpress Reports Second Quarter Fiscal Year 2016 Financial Results”
99.2
 
Presentation dated January 27, 2016 entitled "Cimpress N.V. Q2 Fiscal Year 2016 Earnings presentation, commentary & financial results supplement"
99.3
 
Cimpress Q2 Fiscal Year 2016 Earnings Presentation Script dated January 27, 2016 accompanying the presentation in Exhibit 99.2




Exhibit


        Contacts:
Investor Relations:
Meredith Burns
ir@cimpress.com
+1.781.652.6480
Media Relations:
Cheryl Wadsworth
mediarelations@cimpress.com
                                

Cimpress Reports Second Quarter Fiscal Year 2016 Financial Results

Second quarter 2016 results:
Revenue grew 13 percent year over year to $496.3 million
Revenue grew 10 percent year over year excluding the impact of currency exchange rate fluctuations and revenue from businesses acquired during the past twelve months
GAAP net income per diluted share was $1.80 in the second quarter of 2016 versus GAAP net income per diluted share of $1.89 in the year ago period
Adjusted net operating profit after tax (adjusted NOPAT) was $82.5 million versus $67.1 million in the year ago period.


Venlo, the Netherlands, January 27, 2016 -- Cimpress N.V. (Nasdaq: CMPR), the world leader in mass customization, today announced financial results for the three month period ended December 31, 2015, the second quarter of its 2016 fiscal year.

"Our second quarter results reflect successful execution in pursuit of long-term value creation," said Robert Keane, president and chief executive officer. "In line with the objectives that we discussed in detail during our August 2015 investor day, we deployed significant capital and

Page 1 of 13



resources across a broad group of long-term investments that we believe are expanding our foundation for future success."

As a reminder, in fiscal 2016 Cimpress is increasing investments in its mass customization platform, product expansion, Most of World Business Units, post-merger integration, Vistaprint Business Unit advertising and technology, and other key areas.

"Our financial results this quarter reflected strong holiday sales in the Vistaprint Business Unit, continued success in the Upload and Print segment, and a slower-than-anticipated decline of partnership-related revenue," said Sean Quinn, chief financial officer. "Despite increased investments in key areas, our operating income and adjusted NOPAT grew year over year. This was due to strength across the business as well as the recovery of $2 million of insurance proceeds included in cost of goods sold related to a previously described fire in our Dutch production facility that impacted first-quarter results. GAAP net income declined year over year, due largely to increased interest expense from our March 2015 senior notes offering. Free cash flow was also down year over year, in line with our expectations and investment plans. Even so, we were able to pay down over $100 million of debt during this seasonally strong quarter."

Quinn continued, "Year-to-date adjusted NOPAT growth of 10.2% versus the prior year reflects strength in the underlying profitability of our business, and long-term investment spending that is largely in line with plans presented in our August 2015 investor day. Aggregate year-to-date investment across categories is modestly lower than originally planned, particularly in capital expenditures. In the second half of the fiscal year we intend to continue to invest across our previously described strategic initiatives. Taking management bandwidth and debt limitations into consideration, we will continue to look for additional opportunities to make value-creating investments.

"One such investment is our planned acquisition of WIRmachenDRUCK. Should that close in early February as currently planned, we expect to see an increase in our fiscal 2016 revenue, adjusted NOPAT, adjusted EBITDA and free cash flow relative to our current expectations, and we should see slight pressure on net income due to increased interest and intangible asset amortization expense," Quinn concluded.



Page 2 of 13



Consolidated Financial Metrics:
Revenue for the second quarter of fiscal year 2016 was $496.3 million, a 13 percent increase compared to revenue of $439.9 million in the same quarter a year ago. The year-over-year strengthening of the U.S. dollar negatively impacted our revenue growth rate. Excluding the estimated impact from currency exchange rate fluctuations, revenue growth was 20 percent, and excluding both the currency impact and revenue from businesses acquired during the past twelve months, revenue grew 10 percent year over year in the second quarter.
Gross margin (revenue minus the cost of revenue as a percent of total revenue) in the second quarter was 60.2 percent, down from 64.4 percent in the same quarter a year ago due primarily to the increased weighting of our Upload and Print businesses.
Adjusted NOPAT for the second quarter, which is defined at the end of this press release, was $82.5 million, or 16.6 percent of revenue, up from $67.1 million, or 15.3 percent of revenue, in the same quarter a year ago.
Operating income in the second quarter was $67.6 million, or 13.6 percent of revenue, an increase in absolute dollars, but flat as a percent of revenue compared to $59.9 million, or 13.6 percent of revenue, in the same quarter a year ago.
GAAP net income for the second quarter was $58.4 million, or 11.8 percent of revenue, compared to GAAP net income of $63.6 million, or 14.5 percent of revenue in the same quarter a year ago. While operating income increased, net income was negatively influenced by increased interest expense related to the senior unsecured notes offering completed in the third quarter of last fiscal year, as well as year-over-year non-operational, non-cash currency impacts.
GAAP net income per diluted share for the second quarter was $1.80, versus $1.89 in the same quarter a year ago.
Capital expenditures in the second quarter were $19.2 million, or 3.9 percent of revenue.
During the second quarter, the company generated $134.0 million of cash from operations and $109.1 million in free cash flow, which is defined at the end of this press release. These numbers were negatively impacted by a year-over-year increase in cash interest expense of $10.4 million.
As of December 31, 2015, the company had $73.2 million in cash and cash equivalents and $547.7 million of debt net of issuance costs. After considering debt covenant limitations, as of December 31, 2015 the company had $564.7 million available for borrowing under its committed credit facility.

Page 3 of 13



During the quarter, the company purchased 26,585 of its ordinary shares for $2.0 million, inclusive of transaction costs, at an average per-share cost of $74.97, as part of the share repurchase program authorized by the Supervisory Board in December 2014.

Cimpress has posted an end-of-quarter presentation with accompanying prepared remarks at ir.cimpress.com. On Thursday, January 28, 2016 at 7:30 a.m. (EST) the company will host a live Q&A conference call with management to discuss the financial results, which will be available via webcast at ir.cimpress.com and via dial-in at +1 (877) 280-4959, access code 79761275. A replay of the Q&A session will be available on the company’s website following the call on January 28, 2016.

Important Reminder of Cimpress’ Priorities
We ask investors and potential investors in Cimpress to understand the upper-most objectives by which we endeavor to make all decisions, including investment decisions. Often we make decisions in service of these priorities that could be considered non-optimal were they to be evaluated based on other criteria such as (but not limited to) near- and mid-term cash flow, EBITDA, EPS and adjusted NOPAT.

Our priorities are:
Strategic Objective: To be the world leader in mass customization. By mass customization, we mean producing, with the reliability, quality and affordability of mass production, small individual orders where each and every one embodies the personal relevance inherent to customized physical products.

Financial Objective: To maximize intrinsic value per share, defined as (a) the unlevered free cash flow per share that, in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per share.

To understand these objectives and their implications, Cimpress encourages investors to read Robert Keane’s letter to investors published on July 29, 2015.

About non-GAAP financial measures
To supplement Cimpress’ consolidated financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, Cimpress has used the following measures

Page 4 of 13



defined as non-GAAP financial measures by Securities and Exchange Commission, or SEC, rules: adjusted net operating profit after tax, free cash flow, constant-currency revenue growth and constant-currency revenue growth excluding revenue from acquisitions made in the last twelve months. Adjusted net operating profit after tax is defined as GAAP operating income, less cash taxes attributable to current period operations and interest expense associated with our Waltham lease, excluding M&A related items including acquisition-related amortization and depreciation, changes in the fair value of contingent consideration, and expense for deferred payments or equity awards that are treated as compensation expense, plus the impact of certain unusual items such as discontinued operations, restructuring charges, or impairments, plus realized gains or losses on currency forward contracts that are not included in operating income. Free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs, plus payment of contingent consideration in excess of acquisition-date fair value, plus gains on proceeds from insurance. Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar. Second quarter constant-currency revenue growth excluding revenue from acquisitions made during the past twelve months excludes the impact of currency as defined above and revenue from druck.at, Easyflyer (FL Print), Exagroup, Alcione and Tradeprint.

The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. The tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliation between these financial measures. 

Cimpress’ management believes that these non-GAAP financial measures provide
meaningful supplemental information in assessing our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results, which could be non-cash charges or discrete cash charges that are infrequent in nature. These non-

Page 5 of 13



GAAP financial measures also have facilitated management’s internal comparisons to Cimpress’ historical performance and our competitors’ operating results.

About Cimpress
Cimpress N.V. (Nasdaq: CMPR) is the world leader in mass customization. For more than 20 years, the company has been producing, with the reliability, quality and affordability of mass production, small individual orders where each and every one embodies the personal relevance inherent to customized physical products. The company produces more than 46 million uniquely designed items a year. Cimpress’ portfolio of brands includes Vistaprint, Albelli, Drukwerkdeal, Pixartprinting, Exaprint and others. That portfolio serves multiple customer segments across many applications for mass customization. To learn more, visit www.cimpress.com.

Cimpress and the Cimpress logo are trademarks of Cimpress N.V. or its subsidiaries. All other brand and product names appearing on this announcement may be trademarks or registered trademarks of their respective holders.

This press release contains statements about our future expectations, plans, and prospects of our business that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, including but not limited to our expectations for the growth and development of our business, our planned investments in our business, the anticipated effects of those investments, our expected acquisition of WIRmachenDRUCK, and the anticipated effects of that acquisition. Forward-looking projections and expectations are inherently uncertain, are based on assumptions and judgments by management, and may turn out to be wrong. The acquisition of WIRmachenDRUCK is subject to customary closing conditions, and if either party fails to satisfy those conditions, then the acquisition may be delayed or may not close at all. Our actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts are based; our failure to execute our strategy; our inability to make the investments in our business that we plan to make; costs and disruptions caused by acquisitions and strategic investments, including WIRmachenDRUCK; the failure of WIRmachenDRUCK or the other businesses we acquire or invest in to perform as expected; unanticipated changes in our markets, customers, or business; competitive pressures; our failure to maintain compliance with

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the covenants in our revolving credit facility and senior notes or to pay our debts when due; general economic conditions; and other factors described in our Form 10-Q for the fiscal quarter ended September 30, 2015 and the other documents we periodically file with the U.S. Securities and Exchange Commission.

In addition, the statements and projections in this press release represent our expectations and beliefs as of the date of this press release, and subsequent events and developments may cause these expectations, beliefs, and projections to change. We specifically disclaim any obligation to update any forward-looking statements. These forward-looking statements should not be relied upon as representing our expectations or beliefs as of any date subsequent to the date of this press release.


Operational Metrics & Financial Tables to Follow

Page 7 of 13




CIMPRESS N.V.
CONSOLIDATED BALANCE SHEETS
(unaudited in thousands, except share and per share data)

 
December 31,
2015
 
June 30,
2015
Assets
 

 
Current assets:
 
 
 
Cash and cash equivalents
$
73,201


$
103,584

Marketable securities
5,883


6,910

Accounts receivable, net of allowances of $333 and $372, respectively
36,100


32,145

Inventory
20,890


18,356

Prepaid expenses and other current assets
61,320


55,103

Total current assets
197,394


216,098

Property, plant and equipment, net
490,605


467,511

Software and web site development costs, net
27,148


22,109

Deferred tax assets
20,772


17,172

Goodwill
399,102


400,629

Intangible Assets, net
141,589


151,063

Other assets
25,921


25,213

Total assets
$
1,302,531


$
1,299,795

Liabilities and shareholders’ equity
 

 
Current liabilities:
 

 
Accounts payable
$
73,748


$
65,875

Accrued expenses
200,661


172,826

Deferred revenue
23,593


23,407

Deferred tax liabilities


1,043

Short-term debt
19,331


21,057

Other current liabilities
22,701


21,470

Total current liabilities
340,034


305,678

Deferred tax liabilities
44,819


48,007

Lease financing obligation
111,972


93,841

Long-term debt
528,395


493,039

Other liabilities
54,424


52,073

Total liabilities
1,079,644


992,638

Commitments and contingencies





Reedemable noncontrolling interests
64,833


57,738

Shareholders’ equity:


 
Preferred shares, par value €0.01 per share, 100,000,000 shares authorized; none issued and outstanding



Ordinary shares, par value €0.01 per share, 100,000,000 shares authorized; 44,080,627 shares issued; and 31,437,158 and 33,203,065 shares outstanding, respectively
615


615

Treasury shares, at cost, 12,643,469 and 10,877,562 shares, respectively
(546,879
)

(412,132
)
Additional paid-in capital
327,968


324,281

Retained earnings
499,121


435,052

Accumulated other comprehensive loss
(123,158
)

(98,909
)
Total shareholders’ equity attributable to Cimpress N.V.
157,667


248,907

Noncontrolling interest
387


512

Total shareholders equity
158,054


249,419

Total liabilities, noncontrolling interests and shareholders’ equity
$
1,302,531


$
1,299,795



Page 8 of 13



CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited in thousands, except share and per share data)

 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Revenue
$
496,274

 
$
439,905

 
$
872,022

 
$
773,837

Cost of revenue (1)
197,571

 
156,620

 
354,854

 
286,840

Technology and development expense (1)
51,880

 
46,625

 
102,966

 
90,530

Marketing and selling expense (1)
142,671

 
139,058

 
264,806

 
250,885

General and administrative expense (1)
36,543

 
37,714

 
69,702

 
68,835

Income from operations
67,609

 
59,888

 
79,694

 
76,747

Other income, net
7,690

 
9,855

 
16,932

 
21,991

Interest expense, net
(10,160
)
 
(3,031
)
 
(18,286
)
 
(6,377
)
Income before income taxes
65,139

 
66,712

 
78,340

 
92,361

Income tax provision
7,079

 
3,850

 
11,019

 
6,082

Net income
58,060

 
62,862

 
67,321

 
86,279

Add: Net loss attributable to noncontrolling interest
328

 
747

 
1,077

 
1,024

Net income attributable to Cimpress N.V.
$
58,388

 
$
63,609

 
$
68,398

 
$
87,303

Basic net income per share attributable to Cimpress N.V.
$
1.86

 
$
1.96

 
$
2.14

 
$
2.69

Diluted net income per share attributable to Cimpress N.V.
$
1.80

 
$
1.89

 
$
2.07

 
$
2.62

Weighted average shares outstanding — basic
31,326,141

 
32,536,046

 
31,927,362

 
32,461,432

Weighted average shares outstanding — diluted
32,423,313

 
33,581,100

 
32,979,060

 
33,367,767

____________________________________________
(1) Share-based compensation is allocated as follows:
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Cost of revenue
$
28

 
$
14

 
$
54

 
$
45

Technology and development expense
1,422

 
1,002

 
2,752

 
1,929

Marketing and selling expense
425

 
58

 
836

 
972

General and administrative expense
4,191

 
5,310

 
8,614

 
9,180




Page 9 of 13



CIMPRESS N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Three Months Ended December 31,
 
Six Months Ended
December 31,
 
2015
 
2014
 
2015
 
2014
Operating activities





 
 

 
 

Net income
$
58,060


$
62,862

 
$
67,321

 
$
86,279

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



 

 
 

 
 

Depreciation and amortization
31,805


22,895

 
62,063

 
47,354

Share-based compensation expense
6,066


6,384

 
12,256

 
12,126

Excess tax benefits derived from share-based compensation awards
(930
)

(1,023
)
 
(2,639
)
 
(1,342
)
Deferred taxes
(5,690
)

(4,085
)
 
(9,334
)
 
(8,242
)
Unrealized (gain) loss on derivative instruments included in net income
134


(14
)
 
(1,918
)
 
(3,482
)
Change in fair value of contingent consideration


3,701

 

 
7,378

Effect of exchange rate changes on monetary assets and liabilities denominated in non-functional currency
(3,036
)

(8,485
)
 
(10,829
)
 
(18,597
)
Abandonment of long-lived assets
3,022

 

 
3,022

 

Other non-cash items
643


1,231

 
1,530

 
1,772

Gain on proceeds from insurance
(1,549
)


 
(3,136
)
 

Changes in operating assets and liabilities:
 
 
 
 
 

 
 

Accounts receivable
4,314


(4,375
)
 
(1,629
)
 
(6,941
)
Inventory
(1,377
)

(2,759
)
 
(3,087
)
 
(3,256
)
Prepaid expenses and other assets
(5,551
)

(2,049
)
 
(2,394
)
 
14,738

Accounts payable
10,259


15,159

 
20,779

 
21,611

Accrued expenses and other liabilities
37,789


48,782

 
27,671

 
41,446

Net cash provided by operating activities
133,959


138,224

 
159,676

 
190,844

Investing activities





 
 
 
 
Purchases of property, plant and equipment
(19,156
)

(18,268
)
 
(43,549
)
 
(34,952
)
Business acquisitions, net of cash acquired
(4,717
)

2,910

 
(27,532
)
 
(22,997
)
Purchases of intangible assets, net
(45
)

(60
)
 
(402
)
 
(145
)
Capitalization of software and website development costs
(7,217
)

(3,910
)
 
(12,127
)
 
(7,449
)
Proceeds from insurance related to investing activities
1,549



 
3,624

 

Other investing
775

 

 
775

 

Net cash used in investing activities
(28,811
)

(19,328
)
 
(79,211
)
 
(65,543
)
Financing activities
 


 

 
 
 
 
Proceeds from borrowings of debt
55,000


39,500

 
269,999

 
139,500

Payments of debt and debt issuance costs
(162,014
)

(140,254
)
 
(235,332
)
 
(243,266
)
Payments of withholding taxes in connection with equity awards
(1,505
)

(1,253
)
 
(4,246
)
 
(2,764
)
Payments of capital lease obligations
(4,194
)

(1,581
)
 
(6,377
)
 
(2,842
)
Excess tax benefits derived from share-based compensation awards
930


1,023

 
2,639

 
1,342

Purchase of ordinary shares
(14,411
)


 
(142,204
)
 

Proceeds from issuance of ordinary shares
1,770


3,937

 
2,052

 
4,782

Capital contribution from noncontrolling interest



 
5,141

 

Other financing activities
(218
)

(92
)
 
(303
)
 
(92
)
Net cash used in financing activities
(124,642
)

(98,720
)
 
(108,631
)
 
(103,340
)
Effect of exchange rate changes on cash and cash equivalents
(1,121
)

(3,372
)
 
(2,217
)
 
(6,588
)
Net (decrease) increase in cash and cash equivalents
(20,615
)

16,804

 
(30,383
)
 
15,373

Cash and cash equivalents at beginning of period
93,816


62,508

 
103,584

 
62,508

Cash and cash equivalents at end of period
$
73,201


$
79,312

 
$
73,201

 
$
77,881


Page 10 of 13



CIMPRESS N.V.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands)
 
Three Months Ended December 31,

Six Months Ended December 31,
 
2015

2014

2015

2014
Adjusted net operating profit after tax reconciliation:
 
 
 
 
 
 
 
GAAP Operating income
$
67,609

 
$
59,888

 
$
79,694

 
$
76,747

Less: Cash taxes attributable to current period (see below)
(4,362
)
 
(7,353
)
 
(11,195
)
 
(12,666
)
Exclude expense (benefit) impact of:
 
 
 
 
 
 
 
Acquisition-related amortization and depreciation
9,655

 
5,468

 
19,437


12,376

Earn-out related charges¹
3,413

 
3,701

 
3,702


7,378

Share-based compensation related to investment consideration
1,735

 
1,100

 
2,537


1,597

Certain impairments²
3,022

 

 
3,022



Restructuring costs
110

 
154

 
381

 
154

Less: Interest expense associated with Waltham lease
(2,001
)
 

 
(2,351
)


Include: Realized gains on currency forward contracts not included in operating income
3,319

 
4,178

 
3,635

 
4,161

Adjusted NOPAT
$
82,500

 
$
67,136

 
$
98,862

 
$
89,747

 
 
 
 
 
 
 
 
Cash taxes paid in the current period
$
6,036

 
$
2,261

 
$
10,745

 
$
7,557

Less: cash taxes related to prior periods
(2,463
)
 
(588
)
 
(2,104
)
 
(3,448
)
Plus: cash taxes attributable to the current period but not yet paid
718

 
608

 
1,639

 
1,544

Plus: cash impact of excess tax benefit on equity awards attributable to current period
936

 
5,927

 
2,645

 
8,723

Less: installment payment related to the transfer of IP in a prior year
(865
)
 
(855
)
 
(1,730
)
 
(1,710
)
Cash taxes attributable to current period
$
4,362

 
$
7,353

 
$
11,195

 
$
12,666


¹Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to earn-out mechanisms dependent upon continued employment.
²Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment."




 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2015
 
2014
 
2015
 
2014
Free cash flow reconciliation:
 
 
 
 
 
 
 
Net cash provided by operating activities
$
133,959

 
$
138,224

 
$
159,676

 
$
190,844

Purchases of property, plant and equipment
(19,156
)
 
(18,268
)
 
(43,549
)
 
(34,952
)
Purchases of intangible assets not related to acquisitions
(45
)
 
(60
)
 
(402
)
 
(145
)
Capitalization of software and website development costs
(7,217
)
 
(3,910
)
 
(12,127
)
 
(7,449
)
Proceeds from insurance related to investing activities
1,549

 

 
3,624

 

Free cash flow
$
109,090

 
$
115,986

 
$
107,222

 
$
148,298






Page 11 of 13



CIMPRESS N.V.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
AND SUPPLEMENTAL INFORMATION(Unaudited, in thousands)
 
GAAP Revenue
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
 
 
Currency
Impact:
 
Constant-
Currency
 
Impact of Acquisitions:
 
Constant- Currency revenue growth
 
2015
 
2014
 
%
 Change
 
(Favorable)/Unfavorable
 
Revenue Growth
 
(Favorable)/Unfavorable
 
Excluding acquisitions
Revenue growth reconciliation by reportable segment:
 
 
 
 
 
 
 
 
Vistaprint Business Unit
$
354,783


$
345,451

 
3%
 
5%
 
8%
 
—%
 
8%
Upload and Print Business Units
93,277


43,979

 
112%
 
16%
 
128%
 
(97)%
 
31%
All Other Business Units
48,214


50,475

 
(4)%
 
12%
 
8%
 
—%
 
8%
Total revenue
$
496,274


$
439,905

 
13%
 
7%
 
20%
 
(10)%
 
10%
 
GAAP Revenue
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
December 31,
 


Currency
Impact:
 
Constant-
Currency
 
Impact of Acquisitions:
 
Constant- Currency revenue growth
 
2015
 
2014
 
%
Change

(Favorable)/Unfavorable
 
Revenue Growth
 
(Favorable)/Unfavorable
 
Excluding acquisitions
Revenue growth reconciliation by reportable segment:
 
 
 
 
 
 
 
 
Vistaprint Business Unit
$
622,252


$
606,694

 
3%
 
5%
 
8%
 
—%
 
8%
Upload and Print Business Units
169,815


82,708

 
105%
 
18%
 
123%
 
(92)%
 
31%
All Other Business Units
79,955


84,435

 
(5)%
 
12%
 
7%
 
(2)%
 
5%
Total revenue
$
872,022


$
773,837

 
13%
 
8%
 
21%
 
(11)%
 
10%

 
Three Months Ended December 31,
 
Six Months Ended December 31,
Adjusted net operating profit by reportable segment:
2015
 
2014
 
2015
 
2014
Vistaprint Business Unit
$
117,825

 
$
108,958

 
$
184,183

 
$
179,794

Upload and Print Business Units
15,237

 
5,617

 
26,124

 
10,137

All Other
6,881

 
8,435

 
5,796

 
9,868

Total
139,943

 
123,010

 
216,103

 
199,799

Corporate and global functions
(56,400
)
 
(52,699
)
 
(109,681
)
 
(101,547
)
Acquisition-related amortization and depreciation
(9,655
)
 
(5,468
)
 
(19,437
)
 
(12,376
)
Earn-out related charges¹
(3,413
)
 
(3,701
)
 
(3,702
)
 
(7,378
)
Share-based compensation related to investment consideration
(1,735
)
 
(1,100
)
 
(2,537
)
 
(1,597
)
Certain impairments²
(3,022
)
 


 
(3,022
)
 

Restructuring charges
(110
)
 
(154
)
 
(381
)
 
(154
)
Interest expense for Waltham lease
2,001

 

 
2,351

 

Total income from operations
$
67,609

 
$
59,888

 
$
79,694

 
$
76,747

¹Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to earn-out mechanisms dependent upon continued employment.
²Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment."

Note: The following factors, among others, may limit the comparability of adjusted net operating profit by segment:
We do not allocate support costs across operating segments or corporate and global functions.
Some of our acquired business units in our Upload and Print Business Units and All Other Business Units segments are burdened by the costs of their local finance, HR, and other administrative support functions, whereas other business units leverage our global functions and do not receive an allocation for these services.
Our All Other Business Units reporting segment includes our Most of World business unit, which has Adjusted NOP losses as it is in its early stage of investment relative to the scale of the underlying business.

Adjusted NOP by segment may be different than the major investment assessment that we publish via letter to investors at year end, where we do estimate and allocate some of the costs included in the “Corporate and Global Functions” expense category.

Page 12 of 13



CIMPRESS N.V.
Supplemental Information
(Unaudited, in thousands)

Supplemental Financial and Operating Information
In $ millions, except where noted
 
FY2014
 
Q1 FY2015
Q2 FY2015
Q3 FY2015
Q4 FY2015
FY2015
 
Q1 FY2016
Q2
FY2016
 
 
 
 
 
 
 
 
 
 
 
 
 Revenue - Consolidated as Reported
 
$1,270.2
 
$333.9
$439.9
$339.9
$380.5
$1,494.2
 
$375.7
$496.3
   y/y growth
 
9
%
 
21
%
19
%
19
%
13
 %
18
%
 
13
 %
13
 %
   y/y growth in constant currency
 
8
%
 
21
%
23
%
26
%
22
 %
23
%
 
21
 %
20
 %
Vistaprint ²
 
$1,103.2
 
$261.2
$345.5
$268.5
$274.5
$1,149.7
 
$267.5
$354.8
   y/y growth
 
n/a

 
6
%
3
%
4
%
5
 %
4
%
 
2
 %
3
 %
   y/y growth in constant currency
 
n/a

 
5
%
7
%
11
%
11
 %
9
%
 
8
 %
8
 %
   as % of revenue
 
86
%
 
78
%
78
%
79
%
72
 %
77
%
 
71
 %
71
 %
Upload and Print
 
$43.6
 
$38.7
$44.0
$38.7
$75.7
$197.1
 
$76.5
$93.3
   y/y growth
 
n/a

 
n/a

n/a

n/a

74
 %
352
%
 
98
 %
112
 %
   y/y growth in constant currency
 
n/a

 
n/a

n/a

n/a

100
 %
352
%
 
118
 %
128
 %
   as % of revenue
 
4
%
 
12
%
10
%
11
%
20
 %
13
%
 
20
 %
19
 %
All Other ²
 
$123.4
 
$34.0
$50.5
$32.7
$30.3
$147.4
 
$31.7
$48.2
   y/y growth
 
n/a

 
24
%
44
%
13
%
(5
)%
18
%
 
(6
)%
(4
)%
   y/y growth in constant currency
 
n/a

 
24
%
48
%
26
%
7
 %
19
%
 
7
 %
8
 %
   as % of revenue
 
10
%
 
10
%
12
%
10
%
8
 %
10
%
 
9
 %
10
 %
 
 
 
 
 
 
 
 
 
 
 
 
Physical printed products and other
 
$1,189.9
 
$315.1
$422.1
$322.6
$363.3
$1,423.1
 
$359.0
$480.2
Digital products/services
 
$80.3
 
$18.8
$17.8
$17.3
$17.2
$71.1
 
$16.7
$16.1
 
 
 
 
 
 
 
 
 
 
 
 
 Advertising & Commissions Expense - Consolidated
 
$267.7
 
$63.9
$85.6
$72.1
$64.8
$286.4
 
$70.2
$85.0
  as % of revenue
 
21
%
 
19
%
19
%
21
%
17
%
19
%
 
19
%
17
 %
 
 
 
 
 
 
 
 
 
 
 
 
TTM Bookings - Vistaprint
 
 
 
 
 
 
 
 
 
 
 
% TTM Bookings from repeat orders ²
 
 
 
72
%
73
%
73
%
73
 %
 
 
73
 %
74
 %
% TTM Bookings from first-time orders ²
 
 
 
28
%
27
%
27
%
27
 %
 
 
27
 %
26
 %
 
 
 
 
 
 
 
 
 
 
 
 
 Advertising & Commissions Expense- Vistaprint
 
$256.5
 
$56.4
$75.7
$64.8
$59.1
$256.0
 
$62.4
$73.3
  as % of revenue
 
23
%
 
22
%
22
%
24
%
22
 %
22
%
 
23
 %
21
 %
 
 
 
 
 
 
 
 
 
 
 
 
Headcount at end of period
 
5,127

 
5,336

5,859

5,839

6,552

 
 
6,836

7,463

Full-time employees
 
4,901

 
5,040

5,203

5,534

6,168

 
 
6,447

6,845

Temporary employees
 
226

 
296

656

305

384

 
 
389

618

 
 
 
 
 
 
 
 
 
 
 
 
Some numbers may not add due to rounding. Metrics are unaudited.
 
 
 
 
 
 
¹For the three months ended December 31, 2015, constant-currency revenue growth excluding acquisitions excludes the impact of currency and revenue from druck.at, Easyflyer, Exagroup, Alcione and Tradeprint.
²In Q2 2016, revenue and TTM bookings from the Corporate Solutions Business Unit was recast to reflect a change in the calculation approach, resulting in an immaterial change to historical revenue for the Vistaprint and All Other reportable segments, as well as TTM bookings from repeat and first-time orders.


Page 13 of 13
q2fy16earningspresentati
CIMPRESS N.V. Q2 Fiscal Year 2016 Earnings presentation, commentary & financial results supplement January 27, 2016 1


 
2 Safe Harbor Statement This presentation and the accompanying notes contain statements about our future expectations, plans, and prospects of our business that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, including but not limited to our expectations for the growth and development of our business, the development and success of our mass customization platform, our planned investments in our business, and the anticipated effects of those investments, our expected acquisition of WIRmachenDRUCK, and the anticipated effects of that acquisition, and our outlook described in the section of the presentation entitled “Looking Ahead.” Forward-looking projections and expectations are inherently uncertain, are based on assumptions and judgments by management, and may turn out to be wrong. The acquisition of WIRmachenDRUCK is subject to customary closing conditions, and if either party fails to satisfy those conditions, then the acquisition may be delayed or may not close at all. Our actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts are based; our failure to execute our strategy; our inability to make the investments in our business that we plan to make; our failure to develop our mass customization platform or to realize the anticipated benefits of such a platform; our failure to manage the growth and complexity of our business and expand our operations; the failure of WIRmachenDRUCK and the other businesses we acquire or invest in to perform as expected; costs and disruptions caused by acquisitions and strategic investments; development and success of our strategic partnerships; the willingness of purchasers of customized marketing services and products to shop online; unanticipated changes in our markets, customers, or business; competitive pressures; our failure to maintain compliance with the covenants in our senior secured revolving credit facility and senior unsecured notes or to pay our debts when due; changes in the laws and regulations that affect our business; general economic conditions; and other factors described in our Form 10-Q for the fiscal quarter ended September 30, 2015 and the other documents we periodically file with the U.S. Securities and Exchange Commission.


 
3 Presentation Organization & Call Details • Q2 FY2016 Overview • Q2 FY2016 Operating and financial results • Looking ahead • Supplementary information • Reconciliation of GAAP to non-GAAP results Live Q&A Session: THURSDAY MORNING January 28, 2016, 7:30 a.m. EST Link from ir.cimpress.com Hosted by: Robert Keane President & CEO Sean Quinn CFO


 
4 Our Objectives • Strategic: To be the world leader in mass customization – Producing, with the reliability, quality and affordability of mass production, small individual orders where each and every one embodies the personal relevance inherent to customized physical products • Financial: To maximize intrinsic value per share – Defined as (a) the unlevered free cash flow per share that, in our best judgment, will occur between now and the long-term future, appropriately discounted to reflect our cost of capital, minus (b) net debt per share


 
5 Q2 Financial Performance • Good revenue growth year-over-year – Constant Currency • 10% excluding acquisitions in last 4 quarters • 20% consolidated, including recent acquisitions – Reported (USD) Growth • 13% consolidated revenue growth at reported currency rates • Adjusted NOPAT up versus last year – Increased investments more than offset by increased profits in Vistaprint and Upload and Print businesses, lower taxes attributable to current period 5 Consolidated


 
6 Vistaprint Business Unit • Continued traction with customer value proposition changes – 8% constant-currency growth – 3% reported revenue growth – Double-digit repeat bookings growth – Positive new customer bookings growth – Continued growth in gross profit per customer – Focus categories growing faster than VBU average • VBU ad spend down due to typical fluctuations and year-over-year currency movements 6 TTM Bookings: New & Repeat Mix* Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 71% 72% 72% 72% 73% 73% 73% 73% 74% 29% 28% 28% 28% 27% 27% 27% 27% 26% VBU Advertising Spend Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $82 $61 $52 $56 $76 $65 $59 $62 $73 24% 24% 20% 22% 22% 24% 22% 23% 21% Note: In Q1 2016, Cimpress moved its retail and strategic partner program into a separate business unit. The results of this program were formerly reported as part of the Vistaprint Business Unit and are now included in the All Other Business Units reportable segment. All historical results presented here exclude the results of this program for ease of comparison. *In Q2 2016, TTM bookings: New & Repeat Mix for VBU was recast to reflect a change in the calculation approach for Corporate Solutions bookings.


 
7 • Upload and Print Y/Y growth: – 31% constant-currency growth excluding recent acquisitions – 128% constant-currency revenue growth – 112% reported revenue growth • Pixartprinting announced North American expansion • Integration activities progressing as expected across the portfolio Upload and Print Business Units 7 Note: In Q1 2016, Cimpress created a new reportable segment: Upload and Print Business Units, which includes the results of druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal and Tradeprint. These businesses were formerly included in our All Other reportable segment (with the exception of Tradeprint which was acquired during Q1 2016).


 
8 BU Key Brands Albumprinter Most of World Corporate Solutions Retail partners that sell our products (branded or white- labeled), franchise businesses, others • All Other business units Y/Y growth: – 8% constant-currency revenue growth – (4)% reported revenue growth • New Corporate Solutions Business Unit – Focused on merchant partnership relationships, moved out of VBU in Q1 FY16 – Retail partnership with Staples extended through end of FY2016 All Other Business Units 8 What businesses are in this reportable segment? Note: In Q2 2016, revenue from the Corporate Solutions Business Unit was recast to reflect a change in the calculation approach.


 
9 Mass Customization Platform 9 • Remain at the early stages of this multi- year project • Q2 progress highlights – Talent and software technology investments continue to ramp – Additional wins for acquisition integration in procurement, product availability – Columbus: continued SKU ramp (now available to varying degrees on Vistaprint sites in NA, EU, India and Exaprint) – Holiday peak: enabled orders to be produced across multiple facilities (owned and outsourced)


 
10 Adjusted Net Operating Profit by Segment Quarterly, USD in millions In USD millions. Please see reconciliation of non-GAAP measures at the end of this presentation. Adjusted NOP Adjusted NOP Margin Vistaprint Business Unit 35% 30% 25% 20% 15% 10% 5% 0% Q2 FY 14 Q3 FY 14 Q4 FY 14 Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 $102 $58 $73 $71 $109 $69 $74 $66 $118 Adjusted NOP Adjusted NOP Margin Upload and Print Business Units 35% 30% 25% 20% 15% 10% 5% 0% Q2 FY 14 Q3 FY 14 Q4 FY 14 Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 $— $— $5 $5 $6 $3 $12 $11 $15 Adjusted NOP Adjusted NOP Margin All Other Business Units 35% 30% 25% 20% 15% 10% 5% 0% -5% Q2 FY 14 Q3 FY 14 Q4 FY 14 Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 $3 $2 $4 $1 $8 $— $(1) $(1) $7


 
Q2 FY2016 Financial & Operating Metrics


 
12 Q2 FY2016: Revenue Growth Consolidated Total Revenue (reported, USD in millions) Total Revenue Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $371 $286 $338 $334 $440 $340 $380 $376 $496 Year-over-Year Constant Currency Growth excl. TTM acquisitions and joint ventures Year-over-Year Constant Currency Growth Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 6% (1)% 4% 6% 7% 11% 13% 11% 10% 19% 21% 23% 26% 22% 21% 20% Revenue Growth (Constant Currency)


 
13 In USD millions. Please see reconciliation of non-GAAP measures at the end of this presentation. Adjusted NOPAT Adjusted NOPAT Margin Adjusted NOPAT 18% 13% 8% 3% -2% Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 $56 $— $26 $23 $67 $16 $20 $16 $83 TTM Adjusted NOPAT TTM Q414 TTM Q115 TTM Q215 TTM Q315 TTM Q415 TTM Q116 TTM Q216 $84 $104 $116 $131 $125 $119 $134 Q2 FY2016: Profit Metrics GAAP Net Income GAAP Net Income Margin GAAP Net Income (Loss) 18% 13% 8% 3% -2% Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $41 $1 $1 $24 $64 $9 $(4) $10 $58 GAAP Operating Income GAAP Operating Income Margin GAAP Operating Income 20% 15% 10% 5% 0% Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $53 $5 $20 $17 $60 $4 $15 $12 $68


 
14 Currency Impacts • Impact on both GAAP Net Income and Adjusted NOPAT: – Reduced our YoY revenue growth by 700 bps – More limited impact on bottom line due to natural offsets, and an active currency hedging program ($3.3M realized hedging gains) • Additional below-the-line currency impacts on GAAP Net Income but excluded from Adjusted NOPAT: – Unrealized net gains of $3.2M related to cash flow currency hedges and intercompany loan balances – Net losses of $0.8M from revaluing working capital balances and other balance sheet items


 
15 Land & Facilities Mfg & Automation Other CapEx as % of revenue TTM Capital Expenditures Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 5% 5% 6% 5% 5% 5% 5% 5% 5% Cash Flow and ROIC Highlights TTM Cash Flow from Operations Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 $140 $135 $149 $201 $245 $243 $229 $202 $198 TTM Free Cash Flow¹ In USD millions except percentages. Please see reconciliation of non-GAAP measures at the end of this presentation. ¹ Free cash flow does not include the value of capital leases. Consolidated $66 $66 $72 $71 $65 $68 $76 $84 $84 Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 $64 $58 $66 $118 $167 $161 $144 $109 $102 TTM Adjusted Return on Invested Capital Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1 FY16 Q2 FY16 16% 18% 19% 20% 18% 17% 18%


 
16 Debt Related Metrics *Our borrowing ability under our senior secured credit facility can be limited by our debt covenants each quarter. These covenants may limit our borrowing capacity depending on our leverage, other indebtedness, such as notes, capital leases, letters of credit, and other debt, as well as other factors that are outlined in our credit agreement filed as an exhibit in our Form 8-Ks filed on February 13, 2013, January 22, 2014, and September 25, 2014. All Adjusted EBITDA and credit facility availability info in USD millions. Please see reconciliation of non-GAAP measures at the end of this presentation. Availability under our senior secured credit facility (In USD, millions)* 12/31/2015 Maximum aggregate available for borrowing $838.0 Outstanding borrowings of senior secured credit facilities ($271.6) Remaining amount $566.4 Limitations to borrowing due to debt covenants and other obligations* ($1.6) Amount available for borrowing as of December 31, 2015 $564.7 Consolidated Quarterly Adjusted EBITDA Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $74.8 $25.6 $48.6 $50.7 $97.0 $42.6 $50.2 $50.3 $111.8 TTM Adjusted EBITDA Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $181.1 $199.8 $222.0 $239.0 $240.6 $240.2 $255.0


 
Looking Ahead


 
18 Forward-Looking Commentary • YTD results reflect the strength of the underlying profitability of the business • "Major" and "Diverse Other" organic investment spending outlined at our investor day in August is largely on track YTD, though a little lower than expected particularly in capital expenditures • We will continue to invest in the second half of the year in pursuit of long- term value creation • Expected acquisition of WIRmachenDRUCK ◦ Expect to close transaction in early February ◦ Continue to expect acquisition to add to revenue, adjusted NOPAT, adjusted EBITDA and FCF in FY16, but to be slightly dilutive to GAAP net income • GAAP effective tax rate now expected to be roughly 15% - 20% for fiscal 2016; cash taxes should be higher


 
19 Summary • Clear priorities – Strategic: to be the world leader in mass customization – Financial: to maximize intrinsic value per share • Solid progress midway through FY 2016 – Investments in technology for common mass customization platform – Continued traction of Vistaprint brand repositioning – Acquisitions performing well • Remain confident in ability to meet our objectives


 
Q&A Session Please go to ir.cimpress.com for the live Q&A call at 7:30 am EST on January 28, 2016


 
Q2 Fiscal Year 2016 Financial and Operating Results Supplement


 
22 *All acquisitions included as of acquisition date. For a description of acquisitions and joint ventures that are excluded from constant currency growth, please see reconciliation to reported revenue growth rates at the end of this presentation. Revenue Growth Rates* Consolidated FY13 FY14 FY15 FY16 16% constant currency growth 8% constant currency growth 23% constant currency growth 21% constant currency growth Constant-Currency Reported Constant-Currency Excl. TTM Acquisitions and Joint Ventures Reported Excl. TTM Acquisitions and Joint Ventures 30% 25% 20% 15% 10% 5% 0% -5% Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 20% 13% 10% 3%


 
23 Reported Revenue by Segment Quarterly, USD in millions Q2 FY2016 Vistaprint Business Unit² 71 % of total revenue 3 % y/y growth 8 % y/y constant currency growth Upload and Print Business Units 19 % of total revenue 112 % y/y growth 128 % y/y constant currency growth 31 % y/y constant currency growth ex. acquisitions in the last 12 months¹ All Other Business Units² 10 % of total revenue (4)% y/y growth 8 % y/y constant currency growth ¹For a description of acquisition and joint ventures that are excluded from constant currency growth, please see reconciliation to reported revenue growth rates at the end of this presentation. ²In Q2 2016, revenue from the Corporate Solutions business unit was recast to reflect a change in the calculation approach, resulting in an immaterial change to historical revenue for the Vistaprint and All Other reportable segments. Vistaprint Business Unit Organic Upload and Print Business Units Upload and Print acquisitions from past year All Other Business Units Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $335.7 $257.3 $262.6 $261.2 $345.5 $268.5 $274.5 $267.5 $354.8 $43.6 $38.7 $44.0 $38.7 $47.0 $42.8 $50.4 $28.7 $33.7 $42.9 $35.1 $28.8 $32.0 $34.0 $50.5 $32.7 $30.3 $31.7 $48.2


 
24 Constant Currency Revenue Growth Upload & Print 140% 120% 100% 80% 60% 40% 20% Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 100% 118% 128% 34% 31% 31% All Other 50% 40% 30% 20% 10% 0% -10% Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 24% 48% 26% 7% 7% 8% 11% 8% 16% (4)% 4% Vistaprint 50% 40% 30% 20% 10% 0% Q1 FY 15 Q2 FY 15 Q3 FY 15 Q4 FY 15 Q1 FY 16 Q2 FY 16 5% 7% 11% 11% 8% 8% In Q4 FY2015, we recognized $4.0M of previously deferred revenue related to group buying activities, a benefit to the year-over-year growth rate for Vistaprint Business Unit in that period.


 
25 Share-Based Compensation Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 $8.2 $8.1 $8.4 $7.9 $5.6 $5.9 $5.7 $6.4 $6.6 $5.3 $6.2 $6.1 Note: Share-based compensation excludes SBC-related tax adjustment. The period from Q3 FY13 to Q2 FY14 includes expense related to the RSA grants as part of the Webs acquisition. Consolidated FY13 $32.9 FY14 $27.8 FY15 $24.1 FY16 $12.3 Quarterly, USD in millions


 
26 Balance Sheet Highlights Balance Sheet highlights, USD in millions, at period end 12/31/2014 3/31/2015 6/30/2015 9/30/2015 12/31/2015 Total assets $1,022.9 $1,032.2 $1,299.8 $1,343.7 $1,302.5 Cash and cash equivalents $77.9 $134.2 $103.6 $93.8 $73.2 Total current assets $178.3 $220.6 $216.1 $217.4 $197.4 Property, plant and equipment, net $391.0 $391.8 $467.5 $495.1 $490.6 Goodwill and intangible assets $399.9 $364.1 $551.7 $564.2 $540.7 Total liabilities $755.6 $783.6 $992.6 $1,168.5 $1,079.6 Current liabilities $295.1 $233.1 $305.7 $311.9 $340.0 Long-term debt $377.6 $411.3 $493.0 $637.3 $528.4 Shareholders’ Equity attributable to Cimpress NV $256.2 $234.9 $248.9 $109.7 $157.7 Treasury shares (in millions) 11.5 11.3 10.9 12.7 12.6 Consolidated


 
Appendix Including a Reconciliation of GAAP to Non-GAAP Financial Measures


 
28 About Non-GAAP Financial Measures • To supplement Cimpress' consolidated financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, Cimpress has used the following measures defined as non-GAAP financial measures by Securities and Exchange Commission, or SEC, rules: adjusted EBITDA, free cash flow, trailing twelve month return on invested capital, adjusted NOPAT, adjusted NOP by segment, constant-currency revenue growth and constant- currency revenue growth excluding revenue from acquisitions and joint ventures from the past twelve months. Please see the next two slides for definitions of these items. • The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of Non-GAAP Financial Measures” included at the end of this release. The tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliation between these financial measures.  • Cimpress' management believes that these non-GAAP financial measures provide meaningful supplemental information in assessing our performance and liquidity by excluding certain items that may not be indicative of our recurring core business operating results, which could be non-cash charges or discrete cash charges that are infrequent in nature. These non-GAAP financial measures also have facilitated management’s internal comparisons to Cimpress' historical performance and our competitors’ operating results.


 
29 Non-GAAP Financial Measures Definitions Non-GAAP Measure Definition Free Cash Flow FCF = Cash Flow from Operations – Capital Expenditures – Purchases of Intangible assets not related to acquisitions – Capitalized Software Expenses + Payment of contingent consideration in excess of acquisition-date fair value + Gains on proceeds from insurance Adjusted Net Operating Profit After Tax (Adjusted NOPAT) Adjusted NOPAT is defined as GAAP Operating Income minus cash taxes attributable to the current period (see definition below), with the following adjustments: exclude the impact of M&A related items including acquisition-related amortization and depreciation, the change in fair value of contingent consideration, and expense for deferred payments or equity awards that are treated as compensation expense; exclude the impact of unusual items such as discontinued operations, restructuring charges, and impairments; include the interest expense related to our Waltham office lease, and include realized gains or losses from currency forward contracts that are not included in operating income as we do not apply hedge accounting. Cash Taxes Attributable to the Current Period included in Adjusted NOPAT As part of our calculation of Adjusted NOPAT, we subtract the cash taxes attributable to the current period operations, which we define as the actual cash taxes paid or to be paid adjusted for any non-operational items and excluding the excess tax benefit from equity awards. Adjusted NOP by Segment Adjusted Net Operating Profit as defined above in Adjusted NOPAT definition, less cash taxes which are not allocated to segments. Trailing Twelve Month Return on Invested Capital ROIC = Adjusted NOPAT / (Debt + Redeemable Non-Controlling Interest + Total Shareholders Equity – Excess Cash) Adjusted NOPAT is defined below. Excess cash is cash and equivalents > 5% of last twelve month revenues; if negative, capped at zero Operating leases have not been converted to debt Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) Adjusted EBITDA = Operating Income + Depreciation and Amortization + Share-based compensation expense + Earn-out related charges + Realized gains or losses on currency forward contracts Constant-Currency Revenue Growth Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s average exchange rate for each currency to the U.S. dollar Constant Currency Revenue Growth, excluding TTM Acquisitions Constant-currency revenue growth excluding revenue from trailing twelve month acquisitions excludes the impact of currency as defined above and, for Q2, revenue from druck.at, Easyflyer, Exagroup, Alcione, and Tradeprint.


 
30 Reconciliation: Free Cash Flow Q2 FY15 Q2 FY16 YTD Q2FY15 YTD Q2FY16 Net cash provided by operating activities $138,224 $133,959 $190,844 $159,676 Purchases of property, plant and equipment ($18,268) ($19,156) ($34,952) ($43,549) Purchases of intangible assets not related to acquisitions ($60) ($45) ($145) ($402) Capitalization of software and website development costs ($3,910) ($7,217) ($7,449) ($12,127) Proceeds from insurance related to investing activities $— $1,549 $— $3,624 Free cash flow $115,986 $109,090 $148,298 $107,222 In thousands Reference: Value of capital leases $6,560 $624 $9,761 $3,017


 
31 Reconciliation: Free Cash Flow TTM, In thousands TTM Q2 FY14 TTM Q3 FY14 TTM Q4 FY14 TTM Q1 FY15 TTM Q2 FY15 TTM Q3 FY15 TTM Q4 FY15 TTM Q1 FY16 TTM Q2 FY16 Net cash provided by operating activities $139,733 $134,740 $148,580 $201,323 $244,520 $242,948 $228,876 $201,973 $197,708 Purchases of property, plant and equipment ($65,800) ($66,475) ($72,122) ($71,229) ($64,905) ($68,228) ($75,813) ($83,522) ($84,410) Purchases of intangible assets not related to acquisitions ($499) ($500) ($253) ($263) ($279) ($252) ($250) ($522) ($507) Capitalization of software and website development costs ($8,946) ($9,427) ($9,749) ($11,474) ($12,779) ($14,927) ($17,323) ($18,694) ($22,001) Payment of contingent consideration in excess of acquisition-date fair value $— $— $— $— $— $1,249 $8,055 $8,055 $8,055 Proceeds from insurance related to investing activities $— $— $— $— $— $— $— $2,075 $3,624 Free cash flow $64,488 $58,338 $66,456 $118,357 $166,557 $160,790 $143,545 $109,365 $102,469 Reference: Value of capital leases $— $— $300 $3,501 $10,061 $10,061 $13,193 $12,385 $6,449


 
32 Reconciliation: Adjusted NOPAT Quarterly, In thousands Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 GAAP Operating income $52,522 $5,239 $19,744 $16,859 $59,888 $4,341 $15,236 $12,085 $67,609 Less: Cash taxes attributable to current period (see below) ($6,309) ($5,282) ($3,241) ($5,313) ($7,353) ($4,666) ($7,656) ($6,833) ($4,362) Exclude expense (benefit) impact of: Acquisition-related amortization and depreciation $2,353 $2,228 $5,838 $6,908 $5,468 $4,514 $7,374 $9,782 $9,655 Earn-out related charges¹ $— $— $2,192 $3,677 $3,701 $7,512 $385 $289 $3,413 Share-based compensation related to investment consideration $1,929 $— $440 $497 $1,100 $1,499 $473 $802 $1,735 Certain impairments² $— $— $— $— $— $— $— $— $3,022 Restructuring costs $2,986 $128 $2,866 $— $154 $520 $2,528 $271 $110 Less: Interest expense associated with Waltham lease $— $— $— $— $— $— $— ($350) ($2,001) Include: Realized gains on currency forward contracts not included in operating income $2,470 ($2,132) ($2,177) ($17) $4,178 $1,802 $1,487 $316 $3,319 Adjusted NOPAT $55,951 $181 $25,662 $22,611 $67,136 $15,522 $19,827 $16,362 $82,500 ¹ Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. ² Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment." Cash taxes paid in the current period $6,761 $3,216 $5,824 $5,296 $2,261 $3,089 $3,639 $4,709 $6,036 Less: cash taxes related to prior periods ($1,473) ($44) ($3,288) ($2,860) ($588) ($1,103) ($925) $359 ($2,463) Plus: cash taxes attributable to the current period but not yet paid $588 $1,103 $1,485 $936 $608 $1,420 $3,703 $921 $718 Plus: cash impact of excess tax benefit on equity awards attributable to current period $1,290 $1,864 $77 $2,796 $5,927 $2,115 $2,094 $1,709 $936 Less: installment payment related to the transfer of IP in a prior year ($857) ($857) ($857) ($855) ($855) ($855) ($855) ($865) ($865) Cash taxes attributable to current period $6,309 $5,282 $3,241 $5,313 $7,353 $4,666 $7,656 $6,833 $4,362


 
33 Reconciliation: Adjusted NOPAT TTM, In thousands Cash taxes paid in the current period $18,484 $21,097 $16,597 $16,470 $14,285 $13,698 $17,473 Less: cash taxes related to prior periods ($6,521) ($7,665) ($6,780) ($7,839) ($5,476) ($2,257) ($4,132) Plus: cash taxes attributable to the current period but not yet paid $6,036 $4,112 $4,132 $4,449 $6,667 $6,652 $6,762 Plus: cash impact of excess tax benefit on equity awards attributable to current period $5,552 $6,027 $10,664 $10,915 $12,932 $11,845 $6,854 Less: installment payment related to the transfer of IP in a prior year ($3,428) ($3,426) ($3,424) ($3,422) ($3,420) ($3,430) ($3,440) Cash taxes attributable to current period $20,123 $20,145 $21,189 $20,573 $24,988 $26,508 $23,517 ¹ Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. ² Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment." TTM Q414 TTM Q115 TTM Q215 TTM Q315 TTM Q415 TTM Q116 TTM Q216 GAAP Operating income $85,914 $94,364 $101,730 $100,832 $96,324 $91,550 $99,271 Less: Cash taxes attributable to current period (see below) ($20,123) ($20,145) ($21,189) ($20,573) ($24,988) ($26,508) ($23,517) Exclude expense (benefit) impact of: Acquisition-related amortization and depreciation $12,723 $17,327 $20,442 $22,728 $24,264 $27,138 $31,325 Earn-out related charges¹ $2,192 $5,869 $9,570 $17,082 $15,275 $11,887 $11,599 Share-based compensation related to investment consideration $4,363 $2,866 $2,037 $3,536 $3,569 $3,874 $4,509 Certain impairments² $0 $0 $0 $0 $0 $0 $3,022 Restructuring costs $5,980 $5,980 $3,148 $3,540 $3,202 $3,473 $3,429 Less: Interest expense associated with Waltham lease $0 $0 $0 $0 $0 ($350) ($2,351) Include: Realized gains on currency forward contracts not included in operating income ($7,048) ($1,856) ($148) $3,786 $7,450 $7,783 $6,924 Adjusted NOPAT $84,001 $104,405 $115,590 $130,931 $125,096 $118,847 $134,211


 
34 Reconciliation: Adjusted NOP by Segment Quarterly, In thousands Adjusted Net Operating Profit (NOP): Q2 FY14 Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 Vistaprint Business Unit $ 102,276 $ 58,018 $ 72,635 $ 70,836 $ 108,958 $ 69,255 $ 74,493 $ 66,358 $ 117,825 Upload and Print Business Units $0 $0 $ 4,664 $ 4,520 $ 5,617 $ 3,438 $ 11,692 $ 10,887 $ 15,237 All Other $ 3,377 $ 1,901 $ 3,899 $ 1,433 $ 8,435 $ 451 $ (973) $ (1,085) $ 6,881 Total $ 105,653 $ 59,919 $ 81,198 $ 76,789 $ 123,010 $ 73,144 $ 85,212 $ 76,160 $ 139,943 Corporate and global functions $ (45,863) $ (52,324) $ (50,118) $ (48,848) $ (52,699) $ (54,757) $ (59,216) $ (53,281) $ (56,400) Acquisition-related amortization and depreciation $ (2,353) $ (2,228) $ (5,838) $ (6,908) $ (5,468) $ (4,515) $ (7,373) $ (9,782) $ (9,655) Earn-out related charges¹ $ — $ — $ (2,192) $ (3,677) $ (3,701) $ (7,512) $ (386) $ (289) $ (3,413) Share-based compensation related to investment consideration $ (1,929) $ — $ (440) $ (497) $ (1,100) $ (1,499) $ (473) $ (802) $ (1,735) Certain impairments² $ — $ — $ — $ — $ — $ — $ — $ — $ (3,022) Restructuring charges $ (2,986) $ (128) $ (2,866) $ — $ (154) $ (520) $ (2,528) $ (271) $ (110) Interest expense for Waltham lease $ — $ — $ — $ — $ — $ — $ — $ 350 $ 2,001 Total income from operations $ 52,522 $ 5,239 $ 19,744 $ 16,859 $ 59,888 $ 4,341 $ 15,236 $ 12,085 $ 67,609 Note: The following factors, among others, may limit the comparability of adjusted net operating profit by segment: • We do not allocate support costs across operating segments or corporate and global functions. • Some of our acquired business units in our Upload and Print Business Units and All Other Business Units segments are burdened by the costs of their local finance, HR, and other administrative support functions, whereas other business units leverage our global functions and do not receive an allocation for these services. • Our All Other Business Units reporting segment includes our Most of World business unit, which has Adjusted NOP losses as it is in its early stage of investment relative to the scale of the underlying business. Adjusted NOP by segment may be different than the major investment assessment that we publish via letter to investors at year end, where we do estimate and allocate some of the costs included in the “Corporate and Global Functions” expense category. ¹ Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment. ² Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment."


 
35 Reconciliation: ROIC ¹Excess cash is cash and equivalents > 5% of last twelve month revenues; if negative, capped at zero. ²Average invested capital represents a four quarter average of total debt, redeemable non-controlling interests and total shareholder equity, less excess cash TTM, In thousands except percentages Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1 FY16 Q2 FY16 Total Debt $201,826 $198,516 $444,569 $443,293 $391,761 $421,586 $514,095 $655,317 $547,726 Redeemable Non-Controlling Interest $— $— $11,160 $10,109 $9,466 $12,698 $57,738 $65,120 $64,833 Total Shareholders Equity $260,288 $272,395 $232,457 $216,185 $257,835 $235,927 $249,419 $110,072 $158,054 Excess Cash ¹ ($1,628) $— $— $— ($7,972) ($61,617) ($28,874) ($33,271) $— Invested Capital ² $460,486 $470,911 $688,186 $669,587 $651,090 $608,594 $792,378 $797,238 $770,613 Average Invested Capital³ $— $— $522,092 $572,293 $619,944 $654,364 $680,412 $712,325 $742,206 TTM Q2FY14 TTM Q3FY14 TTM Q4FY14 TTM Q1FY15 TTM Q2FY15 TTM Q3FY15 TTM Q4FY15 TTM Q1 FY16 TTM Q2 FY16 TTM Adjusted NOPAT n/a n/a $84,001 $104,405 $115,590 $130,931 $125,096 $118,847 $134,211 Average Invested Capital³ (From above) $— $— $522,092 $572,293 $619,944 $654,364 $680,412 $712,325 $742,206 TTM Adjusted ROIC n/a n/a 16% 18% 19% 20% 18% 17% 18%


 
36 Reconciliation: Adjusted EBITDA1,2 Quarterly, In thousands Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Operating Income $52,522 $5,239 $19,744 $16,859 $59,888 $4,341 $15,236 $12,085 $67,609 Depreciation and amortization $16,839 $16,881 $22,936 $24,459 $22,895 $22,325 $27,808 $30,226 $31,805 Share-based compensation expense $7,873 $5,591 $5,936 $5,742 $6,384 $6,638 $5,311 $6,190 $6,066 Proceeds from Insurance $0 $0 $0 $0 $0 $0 $0 $1,584 $1,553 Interest Expense for Waltham lease $0 $0 $0 $0 $0 $0 $0 ($350) ($2,001) Earn-out related charges $0 $0 $2,192 $3,677 $3,701 $7,512 $386 $289 $3,413 Realized gain/(loss) on currency forward contracts ($2,386) ($2,132) ($2,177) ($17) $4,178 $1,802 $1,487 $316 $3,319 Adjusted EBITDA $74,848 $25,579 $48,631 $50,720 $97,046 $42,618 $50,228 $50,340 $111,764 Note: In Q2 FY16 the definition of adjusted EBITDA used in external reporting was modified to include impact of proceeds from insurance and interest expense related to our Waltham lease resulting in a change to adjusted EBITDA for Q1 FY16. ¹This deck uses the definition of Adjusted EBITDA as outlined above and therefore does not include the pro forma impact of acquisitions; however, the senior unsecured notes' covenants allow for the inclusion of pro forma impacts to Adjusted EBITDA. ²Adjusted EBITDA includes 100% of the results of our consolidated subsidiaries and therefore does not give effect to adjusted EBITDA attributable to non-controlling interests. This is to most closely align to our debt covenant and cash flow reporting.


 
37 Reconciliation: Adjusted EBITDA1,2 TTM, In thousands TTM Q4FY14 TTM Q1FY15 TTM Q2FY15 TTM Q3FY15 TTM Q4FY15 TTM Q1FY16 TTM Q2FY16 Operating Income $85,914 $94,364 $101,730 $100,832 $96,324 $91,550 $99,271 Depreciation and amortization $72,281 $81,115 $87,171 $92,615 $97,487 $103,254 $112,164 Share-based compensation expense $27,785 $25,142 $23,653 $24,700 $24,075 $24,523 $24,205 Proceeds from Insurance $0 $0 $0 $0 $0 $1,584 $3,137 Interest Expense for Waltham lease $0 $0 $0 $0 $0 ($350) ($2,351) Earn-out related charges $2,192 $5,869 $9,570 $17,082 $15,276 $11,888 $11,600 Realized gain/(loss) on currency forward contracts ($7,048) ($6,712) ($148) $3,786 $7,450 $7,783 $6,924 Adjusted EBITDA $181,124 $199,778 $221,976 $239,015 $240,612 $240,232 $254,950 Note: In Q2 FY16 the definition of adjusted EBITDA used in external reporting was modified to include impact of proceeds from insurance and interest expense related to our Waltham lease resulting in a change to adjusted EBITDA for Q1 FY16. ¹This deck uses the definition of Adjusted EBITDA as outlined above and therefore does not include the pro forma impact of acquisitions; however, the senior unsecured notes' covenants allow for the inclusion of pro forma impacts to Adjusted EBITDA. ²Adjusted EBITDA includes 100% of the results of our consolidated subsidiaries and therefore does not give effect to adjusted EBITDA attributable to non-controlling interests. This is to most closely align to our debt covenant and cash flow reporting.


 
38 Reconciliation: Constant-Currency/ex. TTM Acquisitions Revenue Growth Rates Q2 FY2016 total company revenue growth in constant currency excluding TTM acquisitions and joint ventures excludes the impact of currency and revenue from druck.at, Easyflyer, Exagroup, Alcione and Tradeprint. Quarterly Vistaprint Business Unit Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Reported revenue growth 6% 3% 4% 5% 2% 3% Currency Impact —% —% —% —% 6% 5% Revenue growth in constant currency 5% 7% 11% 11% 8% 8% Upload and Print Business Units Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Reported revenue growth n/a n/a n/a 74 % 98 % 112 % Currency Impact n/a n/a n/a 26 % 21 % 16 % Revenue growth in constant currency n/a n/a n/a 100 % 118 % 128 % Impact of TTM Acquisitions n/a n/a n/a (66)% (87)% (97)% Revenue growth in constant currency excl. TTM acquisitions n/a n/a n/a 34 % 31 % 31 % All Other Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Reported revenue growth 24 % 44 % 13 % (5)% (6)% (4)% Currency Impact — % 5 % 12 % 12 % 14 % 12 % Revenue growth in constant currency 24 % 48 % 26 % 7 % 7 % 8 % Impact of TTM Acquisitions (13)% (40)% (10)% (11)% (4)% — % Revenue growth in constant currency excl. TTM acquisitions 11 % 8 % 16 % (4)% 4 % 8 % In Q4 FY2015, we recognized $4.0M of previously deferred revenue related to group buying activities, a benefit to the year-over-year growth rate for Vistaprint Business Unit in that period.


 
39 Total Company Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Reported Revenue Growth 12% 12% 9% 6% (1)% 21 % 21 % 19 % 19 % 13 % 13 % 13 % Currency Impact —% —% —% —% — % (2)% — % 4 % 7 % 9 % 8 % 7 % Revenue Growth in Constant Currency 12% 12% 9% 6% (1)% 19 % 21 % 23 % 26 % 22 % 21 % 20 % Impact of TTM Acquisitions & JVs —% —% —% —% — % (15)% (15)% (16)% (15)% (9)% (10)% (10)% Revenue growth in constant currency ex. TTM acquisitions & JVs 12% 12% 9% 6% (1)% 4 % 6 % 7 % 11 % 13 % 11 % 10 % Reported revenue growth rate ex. TTM acquisitions & JVs 12% 12% 9% 6% (1)% 5 % 6 % 3 % 4 % 3 % 3 % 3 % Reconciliation: Constant-Currency/ex. TTM Acquisition Revenue Growth Rates Quarterly Q2 FY2016 total company revenue growth in constant currency excluding TTM acquisitions and joint ventures excludes the impact of currency and revenue from druck.at, Easyflyer, Exagroup, Alcione and Tradeprint.


 
Exhibit


CIMPRESS
Q2 Fiscal Year 2016 Earnings Presentation Script
January 27, 2016

This script is intended to be read together with Cimpress’ presentation dated January 27, 2016 entitled “Q2 Fiscal Year 2016 Earnings presentation, commentary & financial results supplement.” The slide numbers below refer to the slides in such presentation.

Slide 1
This document is Cimpress’ second quarter fiscal year 2016 earnings commentary. This document contains slides and accompanying comments in the “notes” section below each slide.


Slide 2
Please read the above safe harbor statement. Additionally, a detailed reconciliation of GAAP and non-GAAP measures is posted in the appendix of the Q2 fiscal 2016 earnings presentation that accompanies these remarks.


Slide 3
This presentation is organized into the categories shown on the left hand side of this slide.
 
Robert Keane, CEO, and Sean Quinn, CFO, will host a live question and answer conference call tomorrow, January 28th at 7:30 a.m. U.S. Eastern standard time which you can access through a link at ir.cimpress.com.


Slide 4
As a reminder and as context for the initiatives and examples discussed in the remainder of this presentation, Cimpress' uppermost priorities are described above. Extending our history of success into the next decade and beyond, in line with these top-level priorities, is important to us. Even as we report results on a quarterly basis it is important for investors to understand that we manage to a much longer-term time horizon and that we explicitly forgo short-term actions and metrics except to the extent those short-term actions and metrics support our long-term goals.


Slide 5
Total revenue for the second quarter was $496.3 million, reflecting a 13% increase year over year in USD, and 20% in constant currencies. Excluding the revenue from the addition of our acquisitions in the past 4 quarters (i.e. Exagroup, druck.at, Easyflyer and Tradeprint), constant currency revenue growth was 10%.

Adjusted NOPAT was up from the year-ago period, driven by increased profits in our Vistaprint and Upload and Print businesses, lower taxes attributable to the current period, and the benefit of $2.0 million of insurance proceeds recovered from a Q1 fire in our Venlo facility. These gains were partially offset by planned increased investments in Vistaprint technology, our Most of World businesses, product expansion, and the mass customization platform.

Adjusted NOPAT also grew year-to-date. Midway through the year, we are doing well spending against the major organic long-term investments that we outlined at our August investor day. We continue to see good profit growth in other areas of our business, which has more than offset the cost impact of these investments year-to-date.

Please see additional detail later in this presentation for all the drivers of our GAAP operating and net income.


Slide 6
For our Vistaprint Business Unit (VBU) segment, this quarter we continued our multi-year effort to reposition the value proposition of that brand beyond its previous focus on the most price- and discount-sensitive customers (a market segment we refer to as "price primary") toward micro-businesses that seek a variety of value drivers such as quality, reliability, pricing transparency and broader selection (a market segment we refer to as "higher expectations").
VBU revenue grew 8% in constant-currency terms and 3% in reported terms year-over-year in the second quarter.





As you can see from the first chart above, repeat bookings as a percent of total bookings has been steadily increasing. On a constant-currency basis, repeat bookings have been growing faster than new customer bookings for more than two years, growing at double-digit rates for the past 3 quarters. We attribute this trend to a combination of our efforts to improve our customer value proposition and retention, as well as changes we made during that period to de-emphasize deep-discount offers that had previously cast a wide customer acquisition net for fairly low-value customers. More recently, our new customer bookings have begun to grow at single-digit rates after several quarters of year-over-year declines in fiscal 2014.
This quarter we saw continued traction in gross profit per customer as we continue to acquire higher-value customers and our repeat rates improve. We also saw good year-over-year growth in Net Promoter Score. We draw the conclusion from the combination of these trends that our business continues to strengthen as a result of the many changes and investments we have made over the past several years. Based on this success we expect to continue to make further investments that will improve the value proposition to VBU customers, often at the expense of higher near-term profit.
Q2 is our seasonally strong holiday quarter, and we saw good year-over-year growth in holiday cards, calendars and other consumer-oriented products like invitations and announcements. We also continued to see stronger than average growth in our focus product categories: business cards, postcards and flyers, signage, and apparel and promotional items.

VBU advertising spend was down year over year in absolute dollars due in part to the stronger US dollar, which goes farther in European markets today versus a year ago. Ad spend as a percent of revenue also declined year over year, due to typical quarter-to-quarter fluctuations in ad spend.

As described previously, VBU is making technology investments in our e-commerce platform to simplify our ability to rapidly bring many new products to market. This quarter we reached an important milestone, and we expect to start seeing benefits in the back half of FY 2016 as we plan to roll out an expanded signage offering to customers.

Slide 7
Our Upload and Print Business Units segment performed well during the second quarter, growing 112% in reported terms, 128% in constant currencies, and 31% in constant currencies excluding acquisitions completed during the past year. Please note that the growth rates of the various Upload and Print businesses vary significantly. The consolidated pro forma growth of the businesses we acquired in the past year is lower than the growth rates of Pixartprinting and Printdeal, and therefore as these businesses reach the anniversary of their acquisition dates, we expect organic growth rates to moderate. Additionally, there are some intercompany sales between a few of the Upload and Print businesses, which was recorded as revenue prior to their acquisition by Cimpress, but now that we own them, the intercompany revenue is not recorded as revenue, which suppresses revenue growth in the first year of ownership.

During the second quarter, Pixartprinting announced that it would expand into the U.S. market. We have begun to ramp our offering, which is currently a subset of the full set of products offered in Europe. We do not expect a material financial impact from this launch (revenue or expense increase) in the near term.

Our integration activities for all the companies we acquired during the past two years are progressing as planned.


Slide 8
Our All Other Business Units segment includes our Albumprinter Business Unit, Most of World Business Units in Japan, India, Brazil and China, and our newly created Corporate Solutions Business Unit, which is focused on partnerships with third-party merchants. Revenue for this segment grew 8% in constant currencies in the second quarter, and declined 4% in reported terms. We have passed the anniversary of prior investments and acquisitions in this segment. The Most of World Business Units continue to grow faster than other parts of this segment, but are small relative to the size of the other components of this segment. Our objective in Most of World remains to build foundations that we expect to help us build long-term in these large but complicated and heterogeneous markets; therefore we continue to operate at a significant operating loss, in line with plans discussed at our August 2015 investor day.

As described previously, our current partnership with Staples is winding down this year. We still expect quarter-to-quarter reductions and the eventual termination of this revenue source; however we now expect this to happen at a slower pace, so the revenue and profit impact on FY16 should not be as large as we previously thought. Q2 revenue for Corporate Solutions was down slightly year-over-year.







Slide 9
Our mass customization platform team continues to ramp their multi-year investment in building a software-integrated supply chain and manufacturing operational platform that drives scale based competitive advantages in terms of:
Selection (the breadth and depth of delivery speed options, substrate choices, product formats, special finishes, etc. which we offer to our customers)
Conformance (the degree to which we deliver products to customers as specified, on time)
Cost (reducing the cost of delivering any given selection, in conformance with specification)

This quarter, this team supported post-merger integration efforts for recent acquisitions. Various sub-teams within MCP also drove cost synergies in procurement, product introductions and an expanded and improved promotional products and apparel offering to the Vistaprint brand in North America, Europe and India, as well as the post-quarter launch of this offering in the Exaprint brand. During the quarter, the platform also successfully linked demand to capacity at multiple plants within our network (both Cimpress-owned and at outsourced suppliers) in order to fulfill the holiday peak in Europe and North America with less capital expenditure than we would have invested traditionally. We remain early in the journey toward our vision for MCP, but we are encouraged by the steady progress we are making.


Slide 10
We hope that the above new presentation of segment profitability helps investors further understand our performance this quarter. Please note the following in regard to these numbers:
Year-over-year currency fluctuations have an impact on these numbers, especially since we do not allocate the gains from hedging contracts to the segment level like we do for consolidated adjusted NOPAT.
The cost for many activities that are managed by our corporate or MCP teams are as such classified as corporate and MCP expenses but are nonetheless necessary for the operation of VBU. This is because historically we operated the merchant, fulfiller and corporate functions as an integrated business. Some similar allocation costs exist in other segments, but to a much lesser extent. As such, adjusted NOP margins are not validly compared across segments other than in a directional sense. As we continue to evolve our structure and reporting systems over the coming years, we hope to improve the cross-segment comparability of these numbers.
During the quarter we changed the methodology for allocating revenue between our Vistaprint Business Unit and our Corporate Solutions Business Unit, which is reported as part of All Other Business Units segment. Previously, we attributed all repeat revenue to the source of the customer's first order. Now we attribute both new and repeat revenue to the source of current order, regardless of what channel the customer originally ordered from. This change resulted in a small amount of revenue and profits shifting from Corporate Solutions to VBU for all periods presented above.

Profit in all three revenue-generating segments were negatively impacted by year-over-year currency movements, and the Corporate (G&A) and MCP expenses were helped by currency movements.

We were pleased by the performance of each segment which was broadly in line with our expectations on both a quarterly and year-to-date basis.

Adjusted Net Operating Profit (NOP) by segment is as follows:
Vistaprint Business Unit: up by $8.9 million year over year primarily due to revenue growth, advertising efficiencies and the recovery of insurance proceeds related to the Q1 fire in a production facility, partially offset by increased technology investments. Adjusted NOP margin increased from 32% to 33% year over year.
Upload and Print Business Units: up by $9.6 million year over year due to the addition of profits from newly acquired businesses and increased profits from Pixartprinting and Printdeal. Adjusted NOP margin increased from 13% to 16% year over year.
All Other Business Units: down by $1.6 million year over year due primarily to increased MoW investments and reduction of partner revenue and profits. Adjusted NOP margin declined from 17% to 14% year over year.






Corporate and mass customization platform expenses were up by $3.7 million year over year, primarily due to planned increases in software and manufacturing engineering resources related to our mass customization platform and product expansion.


Slide 11
No notes here - transition slide


Slide 12
The quarterly trends for reported revenue and constant currency revenue growth are illustrated above. Organic constant-currency growth was slightly lower in Q2 FY 2016 compared to Q1 FY16. This is primarily due to the seasonal Q2 peak of our Vistaprint Business Unit. Our reported (USD) revenue growth for the second quarter was 13%, and our reported (USD) revenue growth excluding acquisitions and investments from the past year was 3%. Revenue growth excluding recent acquisitions was 10% on a constant currency basis. Since we had a full-quarter year-over-year comparison for our Brazilian investment (Printi) as of the second quarter of FY 2016, this company is included in the organic growth trend in this most recent period.


Slide 13
The quarterly trends for various measures of income and profit are illustrated above. As we have described, adjusted NOPAT is the measure that management uses to assess our near-term financial performance relative to near-term budgets.

Adjusted NOPAT was higher than the year-ago period due to increased profits in both our Vistaprint and our Upload and Print segments, partially offset by planned increases in investments across the company in line with our investment plans discussed at our August 2015 investor day. Q2 adjusted NOPAT also benefited from lower taxes attributable to the current period, as well as the recovery of insurance proceeds from the fire in our Venlo facility that we described last quarter.

During the quarter, we wrote down a proprietary technology investment resulting in a $3.0 million impairment charge booked in COGS. This was related to an abandoned approach to producing certain products and impacts operating income and net income, but is excluded from adjusted NOPAT.

In the quarter, the following below-the-line non-operational items influenced our GAAP net income:

Currency gains and losses within our "Other income, net" line, a net gain of about $5.7 million. Please see the next slide for a detailed explanation of the underlying drivers.
Other gains of about $2.0 million which includes a gain of $1.5M associated with insurance recovery payments related to a fire in one of our facilities during Q1 2016, which is distinct from the $2.0 million proceeds included in adjusted NOPAT.
Total interest expense was $10.2 million in the quarter.
Interest expense primarily related to our Senior Unsecured Notes and borrowings under our credit facility was $8.2 million in the quarter.
The accounting treatment of our new leased office facility in Massachusetts results in a portion of the lease payments flowing through our interest expense line. These expenses replace those of the lease from our former leased facility at a similar total expense, but the former lease was 100% booked in operating expenses. The new lease payments started in September 2015, and the Q2 cost in the interest expense line was $2.0 million. We include this lease-related interest expense in our adjusted NOPAT calculation.


Slide 14
Below is additional color on the impact of currency movements on our P&L this quarter.

First, the currency impacts that affect both GAAP results and adjusted NOPAT:
Our year-over-year revenue growth rate expressed in USD was negatively impacted by about 700 basis points for the second quarter. Our largest currency exposure for revenue is the Euro.





However, there are many natural expense offsets in our business, and therefore the net currency exposure of the Euro to our bottom line is less pronounced than it is for revenue.
For currencies where we do have a net exposure because costs and revenues are not well matched, we execute currency forward contracts. Realized gains or losses from these hedges are recorded in other income, net and offset the impact of currency elsewhere in our P&L. For Q2, the realized gain on hedging contracts was $3.3 million.
The combination of the above factors still yielded a year-over-year currency drag on profitability that was larger than it typically is - about $1 million for operating income and net income, and about $3 million for adjusted NOPAT.

Second, the currency impacts that further impact our GAAP results but that are excluded from our adjusted NOPAT are:
Net unrealized gains of $3.2 million related to unrealized gains and losses on the mark-to-market of outstanding currency forward contracts and the non-operational, non-cash currency gains and losses on intercompany loan balances.
Additionally, in Q2 we recorded within the "Other income, net" line net losses of about $0.8 million based on the currency impact of revaluing working capital and other balance sheet items (primarily accounts payable, accruals, and intercompany transactional activity).


Slide 15
Cash and cash equivalents were approximately $73.2 million as of December 31, 2015.

During the quarter, we generated $134.0 million in cash from operations, compared with $138.2 million in the second quarter of fiscal 2015. Free cash flow was $109.1 million in the second quarter compared to $116.0 million generated in the same period a year ago. This reduced cash flow was primarily due to planned increases in organic investments (operating expense), less favorable working capital including additional interest paid of $10.4 million, $1.0 million of additional capex spending in Q2 FY2016 compared to Q2 FY2015, and $3.3 million of additional capitalized software costs. Our year-over-year TTM operating cash flow was down due to increased investments in strategic growth initiatives, partially offset by increased profitability in our business excluding acquisitions in the trailing twelve months and the combined benefit of the acquisitions. TTM free cash flow declined due to increased investments, interest expense, capex and capitalized software expense related to our strategic growth initiatives.
 
On a trailing twelve-month basis, adjusted return on invested capital (ROIC) as of December 31, 2015 decreased slightly versus the year-ago TTM period due to increased investment levels. TTM adjusted ROIC was approximately 18%.


Slide 16
Now that we have issued Senior Unsecured Notes, we are providing additional commentary and context for our debt investors. Please note that we do not manage our overall business performance to EBITDA; however we actively monitor it for purposes of ensuring compliance with debt covenants.

Based on our debt covenant definitions, our total leverage ratio (which is debt to trailing twelve month EBITDA) was 2.24 as of December 31, 2015, and our senior secured leverage ratio (which is senior secured debt to trailing twelve month EBITDA) was 1.14. Our debt covenants give pro forma effect for acquired businesses that closed within the trailing twelve month period ending December 31, 2015.
 
When including all acquired company EBITDA only as of the dates of acquisition, our EBITDA for Q2 FY2016 was $111.8 million, up 15% from Q2 FY2015 and our TTM EBITDA was $255.0 million, up 15% from the year-ago TTM period.

If you add the expected cost and TTM EBITDA from the WIRmachenDRUCK acquisition to the TTM leverage ratios as of December 31, 2015, our total leverage ratio would still be under 3 times debt to trailing twelve month EBITDA. This does not factor any other potential expenditures in Q3.

During the quarter, we repurchased about 26,585 Cimpress shares for $2.0 million, an average price per share of $74.97.






Although we expanded our senior secured credit facility in September 2014 to $850 million, we have various covenants that prevent us from borrowing up to the maximum size of the credit facility as of December 31, 2015.

Purchases of our ordinary shares, payments of dividends, and corporate acquisitions and dispositions are subject to more restrictive consolidated leverage ratio thresholds than our financial covenants when calculated on a pro forma basis in certain scenarios. Also, regardless of our leverage ratio, the credit agreement limits the amount of purchases of our ordinary shares, payments of dividends, corporate acquisitions and dispositions, investments in joint ventures or minority interests, and consolidated capital expenditures that we may make. These limitations can include annual limits that vary from year-to-year and aggregate limits over the term of the credit facility. Therefore, our ability to make desired investments may be limited during the term of our credit facility.

We are currently in compliance with all of our debt covenants. Key financial covenants pertaining to our senior secured credit facility are:
-
Total leverage ratio not to exceed 4.5x TTM EBITDA
-
Senior leverage ratio not to exceed 3.25x TTM EBITDA
-
Interest coverage ratio of at least 3.0x TTM EBITDA

Slide 17
No notes here - transition slide


Slide 18

Halfway through the fiscal year, we are executing well against our plans. Our year-to-date financial results reflect the underlying profitability of our business. Throughout the business we are investing in the broad set of discretionary initiatives outlined in detail at our investor day in August 2015 (referred to as the “Major” and “Diverse Other” long-term investments).

Our capital allocation approach remains unchanged. We constantly search for value-creating opportunities to increase our intrinsic value per share. If we find good opportunities, and believe we can execute successfully against them taking management bandwidth and debt constraints into consideration, we fund such investments. We have largely spent according to the plans described at our investor day, though aggregate year-to-date investments across categories are modestly lower than originally planned, particularly capital expenditures.

In the second half of the fiscal year we intend to continue to invest across the variety of initiatives described in August. We will continue to look for additional opportunities to make value-creating investments. As one example, we have begun to test reductions in shipping prices within the Vistaprint Business Unit. We have been pleased with early results of these tests because they appear to significantly increase customer satisfaction. Even though shipping price reductions reduce near-term revenue and profit, we believe that they are a good use of capital because the customer loyalty improvements driven by such changes have the opportunity to increase the discounted cash flow value of gross profit generated by those happier customers in the future.

Another investment in which we have decided to allocate significant capital is our recently announced acquisition of WIRmachenDRUCK, a leading German web-to-print company, for €140 million net of cash acquired (approximately €132 million in cash and €8 million in equity). We think this is a great fit for us, as it will bring us WIRmachenDRUCK’s extensive network of outsourced suppliers who should eventually benefit our mass customization platform. The company also brings a strong brand in one of the largest economies in Europe. We recently received anti-trust clearance on the transaction and we expect it to close in early February. We expect WIRmachenDRUCK to add to our revenue, adjusted NOPAT, adjusted EBITDA, and free cash flow in FY 2016, but to be slightly dilutive to GAAP net income due to interest and intangible asset amortization expense.

Finally, at the beginning of the fiscal year, we indicated that we expected our GAAP effective tax rate for fiscal 2016 to be roughly 20% to 25% of pre-tax income. Due mostly to the benefit of a couple of discrete items that recently occurred, including the extension of R&D tax credits in the US and the reduction of statutory tax rates in certain





other jurisdictions, we now expect our fiscal 2016 GAAP effective tax rate to be lower than originally anticipated, roughly 15% to 20% of pre-tax income. We continue to expect our cash taxes to be higher than our GAAP tax provision this year.




Slide 19
In summary, we maintain our clear priorities strategically and financially. We believe we are making steady progress against both. We believe the capital we are allocating to our strategic initiatives, investments, and opportunistically, share repurchases, continued to be well spent, and we look forward to reporting our returns and continued progress to you in future periods.