Cimpress : Q3 Fiscal Year 2024 Quarterly Earnings Document

LETTER FROM ROBERT	MAY 1, 2024

Dear Investor,

Cimpress delivered strong financial results in our third quarter, driven by a combination of revenue growth, gross margin expansion, and year-over-year operating expense efficiencies, and our outlook remains positive.

Summary results for Q3 FY2024 compared to Q3 FY2023 are as follows:

• Revenue grew 5% on a reported basis and 4% on an organic constant-currency basis. The timing of the Easter holiday dampened Q3 revenue growth year over year, as this holiday was in Q4 last year but at the end of Q3 this year. This timing difference has benefited our year-over-year growth rate in April 2024.
• Input costs remained favorable relative to where we started the year. Our previously communicated cost reductions drove significant year-over-year savings as planned. We have now passed the anniversary of these cost reductions.
• Consolidated operating income increased $51.4 million year over year to $39.2 million. $30.0 million of this year-over-year improvement is from lower restructuring charges, partially offset by an $11.2 million increase in share-based compensation expense.
• Adjusted EBITDA increased $25.0 million year over year to $94.2 million. This includes a negative year- over-year currency impact of approximately $4.2 million, in line with our prior expectations.
• Trailing-twelve-monthoperating income increased $258.7 million to $234.9 million at March 31, 2024 compared to the prior period. $52.4 million of this year-over-year improvement is from lower restructuring charges, partially offset by a $16.1 million increase in share-based compensation expense.
• Trailing-twelve-monthadjusted EBITDA increased $199.6 million to $463.2 million at March 31, 2024 compared to the prior period.
• Operating cash flow decreased $4.2 million year over year to $8.4 million.
• Adjusted free cash flow decreased $3.8 million year over year to an outflow of $16.6 million. This was driven by higher year-over-year working capital outflows this quarter that more than offset the higher year-over- year adjusted EBITDA. Note that on a year-to-date basis, adjusted free cash flow is up $155.6 million year over year.
• We repurchased 1.1 million shares for $100.7 million during the third quarter and in April we repurchased an additional 0.2 million shares for $19.3 million. This totals 1.3 million shares for $120.0 million at an average price of $93.18 per share and a 5% reduction of our shares outstanding. These repurchases were pursuant to the $150 million board authorization disclosed last quarter and consistent with the limitation that we would exit FY2024 with net leverage at or below approximately 3.0x trailing-twelve-month EBITDA, which remains our expectation.
• Our liquidity position remains strong with cash and marketable securities of $160.8 million at March 31,
  2024 and full access to our $250.0 million revolving credit facility. During the month of April we also received net proceeds of $16.8 million from the sale of our building in Jamaica that had previously been classified as held for sale.
• Net leverage at March 31, 2024 was 3.0 times trailing-twelve-month EBITDA as defined by our credit agreement. This compares to net leverage of 4.8x one year ago.

Segment Commentary

Vista grew Q3 revenue 5% on both a reported and organic constant-currency basis supported by increased total customer count for the third quarter in a row and continued growth in average order value. Vista revenue increased across all geographic markets, with significant growth in signage and promotional products, apparel and gifts. Vista continues to expand its product breadth and improve the customer experience, resulting in higher customer satisfaction and lower credit rates.

Please see non-GAAP reconciliations at the end of this document.

Page 2 of 27

Vista expanded segment EBITDA in Q3 FY2024 by $11.4 million to $71.8 million, a 19% increase from the same period last year. Segment EBITDA expansion was fueled by revenue growth, lower input costs and the cost reductions implemented in March 2023, partially offset by the gross margin impact of product mix changes. Vista's advertising as a percentage of revenue increased year over year by 50 basis points for the quarter to 15.0%, with more efficient performance advertising offset by a slightly higher mix of spend in mid- and upper-funnel channels where we continue to see opportunities to drive awareness and consideration.

PrintBrothers and The Print Group (our combined Upload & Print businesses) Q3 revenue grew year over year by 8% and 3%, respectively (6% combined), and 6% and 2%, respectively, on an organic constant-currency basis (4% combined). Order volumes continued to grow in these businesses, partially offset by lower per-order quantities in some product categories and weaker demand from reseller customers than from direct end-customer purchases.

Combined Upload & Print EBITDA expanded $5.5 million, or 19% year over year, driven by revenue growth, lower input costs, operating expense efficiencies and $0.6 million of year-over-year currency benefit. Gross margins strengthened from reductions in raw material, energy and shipping costs.

National Pen revenue grew 10% on both a reported basis and an organic constant-currency basis during Q3 FY2024 driven by continued strength in its e-commerce and telesales channels, as well as from fulfillment for other Cimpress businesses. EBITDA improved $8.2 million as a result of revenue growth, efficiency gains and a reduction in advertising as a percent of revenue.

All Other Businesses Q3 revenue was flat year over year on a reported and constant-currency basis. BuildASign, the largest business in this segment, drove strong growth in signage products and from fulfillment for other Cimpress businesses, but this was offset by continued year-over-year headwinds in real-estate-related products and home decor products. Segment EBITDA declined due to the combination of flat revenue and less efficient ad spend at BuildASign, while smaller Brazil-based Printi continued to reduce its losses year over year.

Central and Corporate Costs excluding unallocated share-based compensation decreased $3.4 million year over year in Q3 FY2024 as a result of savings from our recent cost reductions. Overall, share-based compensation expense is higher year over year due to our continued strength in profits and cash flow relative to our performance- based targets for long-term incentives in Cimpress central teams and Vista.

Outlook, New Leverage Policy and Capital Allocation

Over the past five quarters we have provided detailed near-term financial guidance, which we believed was necessary to be clear about our plan to substantially increase adjusted EBITDA and adjusted free cash flow. Our financial results demonstrate how we have delivered on that plan: trailing-twelve-month adjusted EBITDA as of March 2024 has grown by $235 million (103%) from December 2022, and by nearly $200 million (76%) from March 2023. About half of the year-over-year improvement came from cost reductions, and the rest came from revenue growth, operating efficiencies and the normalization of input costs. This, and the resulting cash flow improvement, nearly halved our net leverage from December 2022 even as we still invested significantly in our capabilities, growth and share repurchases. We remain confident that we will meet or exceed our prior FY2024 guidance for revenue growth, operating income, adjusted EBITDA, adjusted free cash flow and ending net leverage.

Having addressed the reason we were providing the more detailed near-term guidance, moving forward we will replace it with multi-year guidance commentary.

As we look ahead to FY2025 and beyond, we believe our businesses will continue to capitalize on our strengths, improve the customer experience, and drive more scale-based advantages. We think we have ample opportunities to do so and we will continue our focus on execution. We expect to grow consolidated constant-currency organic revenue on an annual basis at mid-single-digit growth rates, possibly a little higher. We expect to drive further adjusted EBITDA margin leverage, which we expect to result in annual adjusted EBITDA that grows slightly faster than revenue. We expect the annual conversion rate of adjusted EBITDA to adjusted free cash flow to be approximately 45% to 50%, with fluctuations within that range from year to year.

Please see non-GAAP reconciliations at the end of this document.

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We have adopted a new leverage policy, which is to target net leverage at or below approximately 2.5x trailing- twelve-month EBITDA as defined by our credit facility. We may, from time-to-time, increase leverage to as high as approximately 3.0x for investments that we believe to have good returns and with a clear path to delever to the target of approximately 2.5x or below.

We believe we could reach this 2.5x net leverage target in FY2025. However, if we continue to have attractive opportunities for share repurchases next fiscal year, we expect to exit FY2025 with net leverage at or below approximately 2.75x.

From a capital allocation perspective, subject to the commentary in the prior paragraph, through FY2025 we expect to:

• Continue with roughly similar levels of operating expense growth investment as the current run rate.
• Increase capital expenditures based on opportunities we see for new products and productivity-enhancing production equipment.
• Not deploy significant capital to M&A.
• Repurchase shares and/or debt if available at an attractive price.

Conclusion

We remain focused on execution and our team is motivated and incentivized to continue the strong financial progress we have demonstrated. I remain grateful for your support as we strive to enhance the value we deliver to our customers and long-term investors.

Sincerely,

Robert S. Keane

Founder, Chairman & CEO

Cimpress will host a public earnings call tomorrow, May 2, 2024 at 8:00 am ET, which you can join via the link on the events section of ir.cimpress.com. You may presubmit questions by emailing [e-mail], and you may also ask questions via chat during the live call.

Please see non-GAAP reconciliations at the end of this document.

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SUMMARY CONSOLIDATED RESULTS: THREE-YEAR TREND

$ in thousands, except percentages

REVENUE BY REPORTABLE SEGMENT, TOTAL REVENUE AND INCOME FROM OPERATIONS:

Vista

PrintBrothers

The Print Group

National Pen

All Other Businesses

Inter-segment eliminations

Total revenue

Reported revenue growth

Organic constant currency revenue growth

Income from operations

Income from operations margin

Q3 FY2022	Q3 FY2023	Q3 FY2024		YTD FY2022	YTD FY2023	YTD FY2024
$	349,216	$	396,642	$	417,896		$	1,146,810	$	1,203,747	$	1,299,694
	119,960		139,569		150,304			383,011		420,866		467,673
	75,361		85,504		88,049			238,311		251,663		261,856
	72,243		81,113		89,181			266,224		283,400		307,008
	48,486		49,037		49,103			154,076		160,862		161,186
	(7,854)		(9,701)		(13,945)			(23,705)		(29,757)		(38,172)
$	657,412	$	742,164	$	780,588		$	2,164,727	$	2,290,781	$	2,459,245
	15 %		13 %		5 %			12 %		6 %		7 %
	17 %		16 %		4 %			9 %		11 %		5 %
$	(28,437)	$	(12,197)	$	39,238		$	74,483	$	3,414	$	181,017
	(4)%		(2)%		5 %			3 %		- %		7 %

EBITDA BY REPORTABLE SEGMENT ("SEGMENT EBITDA") AND ADJUSTED EBITDA:

Vista

PrintBrothers

The Print Group

National Pen

All Other Businesses

Total segment EBITDA

Central and corporate costs

Unallocated share-based compensation

Exclude: share-based compensation expense1

Include: Realized gains (losses) on certain currency derivatives not included in segment

EBITDA

Adjusted EBITDA

Adjusted EBITDA margin

Adjusted EBITDA year-over-year (decline) growth

Q3 FY2022	Q3 FY2023	Q3 FY2024		YTD FY2022	YTD FY2023	YTD FY2024
$	25,534	$	60,392	$	71,802		$	183,220	$	146,286	$	249,402
	12,392		15,886		16,809			47,280		50,386		64,976
	11,923		13,589		18,190			42,670		39,490		50,240
	(898)		(3,336)		4,815			22,653		20,150		22,377
	6,044		5,036		3,966			17,199		16,620		18,407
$	54,995	$	91,567	$	115,582		$	313,022	$	272,932	$	405,402
	(34,264)		(38,384)		(34,949)			(100,089)		(109,488)		(99,161)
	(1,820)		3,937		(4,523)			(4,851)		6,661		(8,058)
	12,704		7,242		18,397			36,215		29,264		48,499
	2,011		4,783		(349)			(987)		26,553		2,646
$	33,626	$	69,145	$	94,158		$	243,310	$	225,922	$	349,328
	5 %		9 %		12 %			11 %		10 %		14 %
	(39)%		106 %		36 %			(15)%		(7)%		55 %

• SBC expense listed above excludes the portion included in restructuring-related charges to avoid double counting.

Please see non-GAAP reconciliations at the end of this document.

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SUMMARY CONSOLIDATED RESULTS: THREE-YEAR TREND (CONTINUED)

$ in thousands, except where noted

CASH FLOW AND OTHER METRICS:

Net cash provided by (used in) operating activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Adjusted free cash flow1,2

Cash interest, net2

Q3 FY2022	Q3 FY2023	Q3 FY2024		YTD FY2022	YTD FY2023	YTD FY2024
$	(48,195)	$	12,599	$	8,427		$ 131,716	$	68,474	$ 225,627
	28,654		(1,782)		(14,314)		(48,627)		(108,351)	(44,709)
	(49,389)		(13,051)		(110,351)		(98,746)		(125,766)	(157,506)
	(79,908)		(12,833)		(16,647)		43,939		(11,329)	144,242
	13,022		16,996		18,867		61,308		62,788	79,348

COMPONENTS OF ADJUSTED FREE CASH FLOW:

Adjusted EBITDA

Cash restructuring payments

Cash taxes

Other changes in net working capital and other reconciling items

Purchases of property, plant and equipment

Capitalization of software and website development costs

Proceeds from sale of assets1

Adjusted free cash flow before cash interest, net

Cash interest, net2

Adjusted free cash flow1,2

Q3 FY2022	Q3 FY2023	Q3 FY2024		YTD FY2022	YTD FY2023	YTD FY2024
$	33,626	$	69,145	$	94,158		$	243,310	$	225,922	$	349,328
	-		(5,032)		(459)			(244)		(14,859)		(7,397)
	(7,762)		(12,328)		(12,873)			(23,587)		(23,494)		(39,307)
	(61,037)		(22,190)		(53,532)			(26,455)		(56,307)		2,351
	(15,603)		(10,996)		(10,470)			(42,142)		(37,486)		(44,425)
	(17,741)		(14,935)		(15,035)			(49,875)		(44,181)		(43,379)
	1,631		499		431			4,240		1,864		6,419
$	(66,886)	$	4,163	$	2,220		$	105,247	$	51,459	$	223,590
	(13,022)		(16,996)		(18,867)			(61,308)		(62,788)		(79,348)
$	(79,908)	$	(12,833)	$	(16,647)		$	43,939	$	(11,329)	$	144,242

• During the three months ended September 30, 2023, we revised our adjusted free cash flow metric to include proceeds from the sale of assets, which we believe provides useful information regarding the return on tangible or intangible assets which were used in operations. We have revised our presentation of all prior periods presented to reflect our revised adjusted free cash flow metric.

• Cash interest, net is cash interest payments, partially offset by cash interest received on our cash and marketable securities. Prior to the third quarter of FY2023, we showed only the cash interest payments related to our borrowing activity in this chart in our earnings materials. We have recast all periods in the chart above to include the interest received.

Please see non-GAAP reconciliations at the end of this document.

Page 6 of 27

INCOME STATEMENT HIGHLIGHTS

Revenue &

Reported Revenue Growth (Decline)

			$845				$921
			$742	$789	$757	$781
	$723	$703
$657
15%	14%			13%	9%	8%	9%
		7%
							5%
			(1)%

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Gross Profit ($M) & Gross Margin (%)

							$458
			$390	$347	$376	$359		$376
	$340
$310	$326
47%	47%	46%	46%	47%	48%	47%	50%	48%

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

GAAP Operating Income (Loss) ($M)

& Margin (%) (Quarterly)

								$108
				$34		$54	$34		$39
			(3)%	4%	(2)%	7%	5%	12%	5%
(4)%	(4)%
	($28) ($27)	($18)		($12)
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Adjusted EBITDA ($M) & Margin (%)

(Quarterly)

							$166
				$111		$114	$94
						$89
					$69		18%
			$46			14%
$34	$38	13%		12%
	9%	12%
5%	5%	7%
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Organic Constant-Currency Revenue

Growth

17%	19%	16%
14%
	9%
	5%	6%
	4%	4%

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Contribution Profit ($M) & Contribution

Margin (%)

					$319
		$259	$267	$236	$260
$201	$215	$204	$236

31% 30% 29% 31% 32% 34% 31% 35% 33%

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

GAAP Operating Income (Loss) ($M)

& Margin (%) (TTM)

$235

							$183
$84					$109
$47			$57
		$12			6%	7%
3%				3%
2%		2%
-%	(1)%
				(1)%
				($40)	($24)
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Adjusted EBITDA ($M) & Margin (%)

(TTM)

								$438	$463
							$383
						$340
$306	$281
$259		$264
		$228
11%	10%				11%	12%	14%	14%
9%	8%	9%
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Please see non-GAAP reconciliations at the end of this document.

Page 7 of 27

CASH FLOW

Cash Flow from Operations ($M)

(Quarterly)

$175

		$88	$81
								$62
									$42
						$13			$8
			$(25)
$(48)
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24
			Adjusted Free Cash Flow &
				Cash Interest, Net ($M)
					(Quarterly)
					FCF		Cash interest, net	$40
		$34	$33					$150
					$40
		$71
		$54			$35	$21
			$17	$19
	$13		$13		$11
			($52)	($13)			($17)
($80)
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Capital Expenditures & Capitalization of

Software & Website Development Costs

($M)

(Quarterly) (1)

				Capital expenditures			Capitalized software
$34						$37
					$30
		$27	$27	$29
		$26	$14	$25	$26
$18				$14		$14
		$15	$15
		$15			$14	$15
							$23
$16	$12	$12	$15	$11	$16	$11	$10
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

(1) Values may not sum to total due to rounding.

Cash Flow from Operations ($M)

(TTM)

$292 $287

$220

$198

$178

$158$156

$130

$96

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Adjusted Free Cash Flow &

Cash Interest, Net ($M)

(TTM)

FCF

Cash interest, net

						$117	$119
		$95				$110
$111
	$94	$96	$103	$183	$179
		$115
		$92		$87
$61	$59
	$49	$23
			$(8)
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Capital Expenditures & Capitalization of

Software & Website Development Costs

($M)

(TTM)

$123			Capital expenditures				Capitalized software
$119	$122	$116		$112	$122	$118	$118
		$109
$65	$65	$65	$62	$60	$58	$57	$57	$57
$58	$54	$57	$54	$49	$54	$65	$61	$61
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Please see non-GAAP reconciliations at the end of this document.

Page 8 of 27

CAPITAL STRUCTURE

Net Debt (1)

($M)		Q3FY22		Q4FY22		Q1FY23		Q2FY23		Q3FY23		Q4FY23		Q1FY24		Q2FY24		Q3FY24
Cash / equivalents	$	162	$	277	$	132	$	111	$	115	$	130	$	125	$	274	$	154
Marketable securities		$108		$50		$124		$102		$75		$43		$23		$17		$6
HY notes		($600)		($600)		($600)		($600)		($600)		($548)		($527)		($522)		($522)
Term loans		($1,121)		($1,097)		($1,076)		($1,100)		($1,103)		($1,099)		($1,087)		($1,098)		($1,088)
Revolver		$-		$-		$-		$-		$-		$-		$-		$-		$-
Other debt		($9)		($8)		($7)		($7)		($8)		($7)		($6)		($6)		($5)
Net debt		($1,461)		($1,378)		($1,427)		($1,494)		($1,520)		($1,481)		($1,473)		($1,335)		($1,454)

(1) Excludes debt issuance costs, debt premiums and discounts. Values may not sum to total due to rounding.

Weighted Average Shares Outstanding

(Millions) (2)

					Basic			Diluted	27.1	27.2
								26.6
26.1	26.1	26.2	26.2		26.3			26.2
26.1	26.1	26.2	26.2		26.3	26.3	26.5	26.6	26.2

Q3FY22

Q4FY22

Q1FY23

Q2FY23

Q3FY23

Q4FY23

Q1FY24

Q2FY24

Q3FY24

(2) Basic and diluted shares are the same in certain periods where we reported a GAAP net loss.

Consolidated Net Leverage Ratios (3)

Consolidated net leverage		Senior secured net leverage

5.52

4.824.83

4.44 4.23

					3.90	3.51
							2.87	3.01
			3.34	2.97
2.65		2.82		2.49
2.42
			2.29
					1.95
							1.78
Q3FY22	Q4FY22	Q1FY23	Q2FY23	Q3FY23	Q4FY23	Q1FY24	Q2FY24	Q3FY24

(3) Consolidated Net Leverage Ratios as calculated per our credit agreement definitions.

Please see non-GAAP reconciliations at the end of this document.

Page 9 of 27

SEGMENT RESULTS

VISTA

	Revenue ($M) & Reported Revenue Growth			Organic Constant-Currency Revenue
			Quarterly							Growth
						$485					Quarterly
			$438	$410		$418
		$368	$397	$397
$349	$369
			14%	11%		11%					16%
8%			7%	8%	8%	8%	12%	9%
6%	6%		5%	6%
								5%
			(2)%								2%
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24	Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Gross Profit ($M) & Gross Margin (%)

Quarterly

						$274
	$208	$229	$219	$230	$219	$230
	$199
$193

55% 56% 54% 52% 55% 56% 55% 56% 55%

Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Segment EBITDA ($M) & Segment EBITDA

Margin (%)

Quarterly

							$103
					$78	$74	$72
			$55	$60
$26		$31
			19%	19%	21%
		$12	13%	15%	17%
7%	3%	8%
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

Advertising ($M) & as % of Revenue

Quarterly (1)

Lower-funnel ($M)

Mid- & upper-funnel ($M)

Total as % of revenue

		$81		$77				$80
			$68
$62	$17			$60		$18	$63
	$20	$57	$58
	$19
$10	$64	$57	$10	$18	$11	$61	$15
$51		$49
		$47	$42	$46		$48
		22%
18%	18%	18%				17%
	15%	15%	15%	15%
Q3FY22 Q4FY22 Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24

(1) Values may not sum to total due to rounding.

Please see non-GAAP reconciliations at the end of this document.

Page 10 of 27