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CIMPRESS N.V. Q3 Fiscal Year 2016 Earnings presentation, commentary & financial results supplement April 27, 2016
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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 and our acquired businesses, the development and success of our mass customization platform, our planned investments in our business, and our outlook described in the section of the presentation entitled “Forward Looking Commentary.” Forward-looking projections and expectations are inherently uncertain, are based on assumptions and judgments by management, and may turn out to be wrong. 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 promote and strengthen our brands; our failure to manage the growth and complexity of our business and expand our operations; the failure of the businesses we acquire or invest in to perform as expected; costs and disruptions caused by acquisitions and strategic investments; 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 December 31, 2015 and the other documents we periodically file with the U.S. Securities and Exchange Commission.
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3 Presentation Organization & Call Details • Q3 FY2016 Overview • Q3 FY2016 Operating and financial results • Looking ahead • Supplementary information • Reconciliation of GAAP to non-GAAP results Live Q&A Session: THURSDAY MORNING April 28, 2016, 7:30 a.m. EDT Link from ir.cimpress.com Hosted by: Robert Keane President & CEO Sean Quinn CFO
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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
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5 Q3 Financial Performance • Good revenue growth year-over-year – Constant Currency • 10% excluding acquisitions in last 4 quarters • 31% consolidated, including recent acquisitions – Reported (USD) Growth • 29% consolidated revenue growth at reported currency rates • Adjusted NOPAT up versus last year – Increased profits in Vistaprint and Upload and Print business units partially offset by increased investments and higher taxes attributable to current period Consolidated
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6 Vistaprint Business Unit • Continued traction with customer value proposition changes – 10% constant-currency growth – 8% reported revenue growth – Double-digit repeat bookings growth – Positive new customer bookings growth, with stabilizing new customer count – Continued growth in gross profit per customer – Focus categories growing faster than VBU average • VBU ad spend down due to efficiencies from repeat revenue growth and typical fluctuations 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.
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7 • Upload and Print Y/Y growth: – 25% constant-currency growth excluding recent acquisitions – 203% constant-currency revenue growth – 201% reported revenue growth • WIRmachenDRUCK acquisition completed in February • Partial goodwill impairment related to Exagroup acquisition Upload and Print Business Units Note: In Q1 2016, Cimpress created a new reportable segment: Upload and Print business units, which includes the results of Alcione, druck.at, Easyflyer, Exagroup, Pixartprinting, Printdeal, Tradeprint and WIRmachenDRUCK. These businesses were formerly included in our All other reportable segment (with the exception of Alcione, Tradeprint and WIRmachenDRUCK which were acquired during Q1, Q1, and Q3 2016, respectively).
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8 Albumprinter Most of World ● Brazil ● Japan ● India ● China Corporate Solutions ● 3rd parties that sell our products (branded or white- labeled) ● Franchise businesses ●Others • All Other business units Y/Y growth: – 3% constant-currency revenue decline – 7% reported revenue decline • Most of World growth more than offset by expected year-over-year declines in partner revenue All Other Business Units 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.
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9 Mass Customization Platform • Remain at the early stages of this multi- year project • Q3 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, Exaprint and Easyflyer) – Product expansion, such as point of sale displays launched at Druck.at
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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.
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11 Other News: Upcoming Extraordinary General Meeting Evolved compensation program with proposal for new equity plan • On April 18th we filed a preliminary proxy statement seeking approval for new equity plan • We believe the program: – Supports our uppermost financial objective to maximize intrinsic value per share – Aligns our interests with Cimpress’ long-term shareholders – Appropriately balances the sharing of value creation between Cimpress shareholders and team members • We encourage you to read the preliminary proxy statement for full details
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Q3 FY2016 Financial & Operating Metrics
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13 Q3 FY2016: Revenue Growth Consolidated Revenue Growth (Constant Currency) Please see reconciliation of non-GAAP measures at the end of this presentation.
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14 In USD millions. Please see reconciliation of non-GAAP measures at the end of this presentation. Q3 FY2016: Profit Metrics
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15 Currency Impacts • Impact on both GAAP net income and adjusted NOPAT: – Reduced our YoY revenue growth by 200 bps – More limited impact on bottom line due to natural offsets, and an active currency hedging program ($1.4M realized hedging gains) • Additional below-the-line currency impacts on GAAP net income but excluded from adjusted NOPAT: – Other net currency losses of $10.6M primarily related to unrealized losses on intercompany loan balances and cash flow currency hedges In Q3 FY16, "Other income (expense), net" also included an immaterial, non-currency related gain.
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16 Cash Flow and ROIC Highlights 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 $72 $71 $65 $68 $76 $84 $84 $88
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17 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)* 03/31/2016 Maximum aggregate available for borrowing $834.0 Outstanding borrowings of senior secured credit facilities ($417.7) Remaining amount $416.3 Limitations to borrowing due to debt covenants and other obligations* ($1.7) Amount available for borrowing as of March 31, 2016 $414.7 Consolidated
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Looking Ahead
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19 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 continues, but is lower than expected: – Major organic investments on an adjusted NOPAT basis for FY 2016 will be slightly lower than outlined in August – Diverse other organic investments on an adjusted NOPAT basis for FY 2016 now expected to grow slower than consolidated revenue growth – Aggregate capital expenditures are also lower than planned for the year, so FCF should increase relative to August expectations • Expect WIRmachenDRUCK 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 20% - 25% for fiscal 2016; cash taxes should benefit from $8.5M tax refund received in Q3
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20 Summary • Clear priorities – Strategic: to be the world leader in mass customization – Financial: to maximize intrinsic value per share • Solid progress nine months through FY 2016 – Investments in technology for common mass customization platform – Continued traction of Vistaprint brand repositioning – Acquisitions performing well as portfolio • Believe innovation and risk taking are critical to value creation – Partial goodwill impairment of one of our recent investments but expect Upload and Print portfolio to return above 15% hurdle • Remain confident in ability to meet our objectives
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Q&A Session Please go to ir.cimpress.com for the live Q&A call at 7:30 am EDT on April 28, 2016
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Q3 Fiscal Year 2016 Financial and Operating Results Supplement
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23 *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 YTD FY16 16% constant currency growth 8% constant currency growth 23% constant currency growth 24% constant currency growth
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24 Reported Revenue by Segment Quarterly, USD in millions Q3 FY2016 Vistaprint business unit² 66% of total revenue 8% y/y growth 10% y/y constant currency growth Upload and Print business units 27% of total revenue 201% y/y growth 203% y/y constant currency growth 25% y/y constant currency growth ex. acquisitions in the last 12 months¹ All Other business units² 7% of total revenue (7)% y/y growth (3)% 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.
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25 Organic Constant Currency Revenue Growth (excl. TTM acquisitions) 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.
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26 Share-Based Compensation Note: Share-based compensation excludes SBC-related tax adjustment. The period from Q4 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 YTD FY16 $18.2 Quarterly, USD in millions
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27 Balance Sheet Highlights Balance sheet highlights, USD in millions, at period end 3/31/2015 6/30/2015 9/30/2015 12/31/2015 3/31/2016 Total assets $1,032.2 $1,299.8 $1,343.7 $1,302.5 $1,486.5 Cash and cash equivalents $134.2 $103.6 $93.8 $73.2 $76.7 Total current assets $220.6 $216.1 $217.4 $197.4 $204.2 Property, plant and equipment, net $391.8 $467.5 $495.1 $490.6 $497.2 Goodwill and intangible assets $364.1 $551.7 $564.2 $540.7 $706.8 Total liabilities $783.6 $992.6 $1,168.5 $1,079.6 $1,269.9 Current liabilities $233.1 $305.7 $311.9 $340.0 $338.0 Long-term debt $411.3 $493.0 $637.3 $528.4 $676.8 Shareholders’ Equity attributable to Cimpress NV $234.9 $248.9 $109.7 $157.7 $151.4 Treasury shares (in millions) 11.3 10.9 12.7 12.6 12.6 Consolidated
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Appendix Including a Reconciliation of GAAP to Non-GAAP Financial Measures
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29 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 presentation. 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.
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30 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 = GAAP operating income - cash taxes attributable to the current period (see definition below) + 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 + the impact of unusual items such as discontinued operations, restructuring charges, and impairments - interest expense related to our Waltham office lease + 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 above. 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 (excluding depreciation and amortization related to our Waltham office lease) + share-based compensation expense + proceeds from insurance + earn-out related charges + certain impairments + realized gains or losses on currency forward contracts - interest expense related to our Waltham office lease 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 Q3, revenue from druck.at, Easyflyer, Exagroup, Alcione, Tradeprint, and WIRmachenDRUCK.
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31 Reconciliation: Free Cash Flow Q3 FY15 Q3 FY16 YTD Q3 FY15 YTD Q3 FY16 Net cash provided by operating activities $1,570 $23,859 $192,414 $183,535 Purchases of property, plant and equipment ($15,153) ($19,092) ($50,105) ($62,641) Purchases of intangible assets not related to acquisitions ($56) ($51) ($201) ($453) Capitalization of software and website development costs ($5,068) ($6,057) ($12,517) ($18,184) Payment of contingent consideration in excess of acquisition-date fair value $1,249 $— $1,249 $— Proceeds from insurance related to investing activities $— $— $— $3,624 Free cash flow ($17,458) ($1,341) $130,840 $105,881 In thousands Reference: Value of capital leases $— $4,852 $9,761 $7,869
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32 Reconciliation: Free Cash Flow TTM, In thousands TTM Q3 FY14 TTM Q4 FY14 TTM Q1 FY15 TTM Q2 FY15 TTM Q3 FY15 TTM Q4 FY15 TTM Q1 FY16 TTM Q2 FY16 TTM Q3 FY16 Net cash provided by operating activities $134,740 $148,580 $201,323 $244,520 $242,948 $228,876 $201,973 $197,708 $219,997 Purchases of property, plant and equipment ($66,475) ($72,122) ($71,229) ($64,905) ($68,228) ($75,813) ($83,522) ($84,410) ($88,349) Purchases of intangible assets not related to acquisitions ($500) ($253) ($263) ($279) ($252) ($250) ($522) ($507) ($502) Capitalization of software and website development costs ($9,427) ($9,749) ($11,474) ($12,779) ($14,927) ($17,323) ($18,694) ($22,001) ($22,990) Payment of contingent consideration in excess of acquisition-date fair value $— $— $— $— $1,249 $8,055 $8,055 $8,055 $6,806 Proceeds from insurance related to investing activities $— $— $— $— $— $— $2,075 $3,624 $3,624 Free cash flow $58,338 $66,456 $118,357 $166,557 $160,790 $143,545 $109,365 $102,469 $118,586 Reference: Value of capital leases $— $300 $3,501 $10,061 $10,061 $13,193 $12,385 $6,449 $11,301
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33 Reconciliation: Adjusted NOPAT Quarterly, In thousands Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 GAAP operating (loss) income $5,239 $19,744 $16,859 $59,888 $4,341 $15,236 $12,085 $67,609 ($17,531) Less: Cash taxes attributable to current period (see below) ($5,282) ($3,241) ($5,313) ($7,353) ($4,666) ($7,656) ($6,833) ($4,362) ($8,392) Exclude expense (benefit) impact of: Acquisition-related amortization and depreciation $2,228 $5,838 $6,908 $5,468 $4,515 $7,374 $9,782 $9,655 $10,879 Earn-out related charges¹ $— $2,192 $3,677 $3,701 $7,512 $385 $289 $3,413 $883 Share-based compensation related to investment consideration $— $440 $497 $1,100 $1,499 $473 $802 $1,735 $1,168 Certain impairments² $— $— $— $— $— $— $— $3,022 $37,582 Restructuring costs $128 $2,866 $— $154 $520 $2,528 $271 $110 $— Less: Interest expense associated with Waltham lease $— $— $— $— $— $— ($350) ($2,001) ($1,975) Include: Realized gains on currency forward contracts not included in operating income ($2,132) ($2,177) ($17) $4,178 $1,802 $1,487 $316 $3,319 $1,391 Adjusted NOPAT $181 $25,662 $22,611 $67,136 $15,523 $19,827 $16,362 $82,500 $24,005 ¹Includes 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. 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." ³For the three and nine months ended March 31, 2016, cash taxes paid in the current period includes a cash tax refund of $8,479, which is subsequently eliminated from cash taxes attributable to the current period as it relates to a refund of prior years' taxes generated as a result of prior year excess share-based compensation deduction. Therefore the impact is not included in adjusted NOPAT for the current period. Cash taxes paid in the current period ³ $3,216 $5,824 $5,296 $2,261 $3,089 $3,639 $4,709 $6,036 $344 Less: cash taxes (paid) received and related to prior periods ³ ($44) ($3,288) ($2,860) ($588) ($1,103) ($925) $359 ($2,463) $4,760 Plus: cash taxes attributable to the current period but not yet paid $1,103 $1,485 $936 $608 $1,420 $3,703 $921 $718 $2,343 Plus: cash impact of excess tax benefit on equity awards attributable to current period $1,864 $77 $2,796 $5,927 $2,115 $2,094 $1,709 $936 $1,705 Less: installment payment related to the transfer of IP in a prior year ($857) ($857) ($855) ($855) ($855) ($855) ($865) ($865) ($760) Cash taxes attributable to current period $5,282 $3,241 $5,313 $7,353 $4,666 $7,656 $6,833 $4,362 $8,392
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34 ¹Includes 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. 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." ³For the three and nine months ended March 31, 2016, cash taxes paid in the current period includes a cash tax refund of $8,479, which is subsequently eliminated from cash taxes attributable to the current period as it relates to a refund of prior years' taxes generated as a result of prior year excess share-based compensation deduction. Therefore the impact is not included in adjusted NOPAT for the current period. Reconciliation: Adjusted NOPAT TTM, In thousands TTM Q4FY14 TTM Q1FY15 TTM Q2FY15 TTM Q3FY15 TTM Q4FY15 TTM Q1FY16 TTM Q2FY16 TTM Q3FY16 GAAP operating (loss) income $85,914 $94,364 $101,730 $100,832 $96,324 $91,550 $99,271 $77,399 Less: Cash taxes attributable to current period (see below) ($20,123) ($20,145) ($21,189) ($20,573) ($24,988) ($26,508) ($23,517) ($27,243) Exclude expense (benefit) impact of: Acquisition-related amortization and depreciation $12,723 $17,327 $20,442 $22,728 $24,264 $27,138 $31,325 $37,690 Earn-out related charges¹ $2,192 $5,869 $9,570 $17,082 $15,275 $11,887 $11,599 $4,970 Share-based compensation related to investment consideration $4,363 $2,866 $2,037 $3,536 $3,569 $3,874 $4,509 $4,178 Certain impairments² $0 $0 $0 $0 $0 $0 $3,022 $40,604 Restructuring costs $5,980 $5,980 $3,148 $3,540 $3,202 $3,473 $3,429 $2,909 Less: Interest expense associated with Waltham lease $0 $0 $0 $0 $0 ($350) ($2,351) ($4,326) 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 $6,513 Adjusted NOPAT $84,001 $104,405 $115,590 $130,931 $125,096 $118,847 $134,211 $142,694 Cash taxes paid in the current period ³ $18,484 $21,097 $16,597 $16,470 $14,285 $13,698 $17,473 $14,728 Less: cash taxes (paid) received and related to prior periods ³ ($6,521) ($7,665) ($6,780) ($7,839) ($5,476) ($2,257) ($4,132) $1,731 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 $7,685 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 $6,444 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) ($3,345) Cash taxes attributable to current period $20,123 $20,145 $21,189 $20,573 $24,988 $26,508 $23,517 $27,243
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35 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." Reconciliation: Adjusted NOP by Segment Quarterly, In thousands Adjusted Net Operating Profit (NOP): Q3 FY14 Q4 FY14 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Vistaprint business unit $58,018 $72,635 $70,836 $108,958 $69,255 $74,493 $66,358 $117,825 $79,791 Upload and Print business units $— $4,664 $4,520 $5,617 $3,438 $11,692 $10,887 $15,237 $15,880 All Other business units $1,901 $3,899 $1,433 $8,435 $451 ($973) ($1,085) $6,881 ($3,895) Total $59,919 $81,198 $76,789 $123,010 $73,144 $85,212 $76,160 $139,943 $91,776 Corporate and global functions ($52,324) ($50,118) ($48,848) ($52,699) ($54,757) ($59,216) ($53,281) ($56,400) ($60,770) Acquisition-related amortization and depreciation ($2,228) ($5,838) ($6,908) ($5,468) ($4,515) ($7,373) ($9,782) ($9,655) ($10,879) Earn-out related charges¹ $— ($2,192) ($3,677) ($3,701) ($7,512) ($386) ($289) ($3,413) ($883) Share-based compensation related to investment consideration $— ($440) ($497) ($1,100) ($1,499) ($473) ($802) ($1,735) ($1,168) Certain impairments² $— $— $— $— $— $— $— ($3,022) ($37,582) Restructuring charges ($128) ($2,866) $— ($154) ($520) ($2,528) ($271) ($110) $— Interest expense for Waltham lease $— $— $— $— $— $— $350 $2,001 $1,975 Total income (loss) from operations $5,239 $19,744 $16,859 $59,888 $4,341 $15,236 $12,085 $67,609 ($17,531)
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36 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 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1 FY16 Q2 FY16 Q3 FY16 Total Debt $198,516 $444,569 $443,293 $391,761 $421,586 $514,095 $655,317 $547,726 $696,647 Redeemable Non-Controlling Interest $— $11,160 $10,109 $9,466 $12,698 $57,738 $65,120 $64,833 $64,871 Total Shareholders Equity $272,395 $232,457 $216,185 $257,835 $235,927 $249,419 $110,072 $158,054 $151,783 Excess Cash ¹ $— $— $— ($7,972) ($61,617) ($28,874) ($33,271) $— $— Invested Capital ² $470,911 $688,186 $669,587 $651,090 $608,594 $792,378 $797,238 $770,613 $913,301 Average Invested Capital² $— $522,092 $572,293 $619,944 $654,364 $680,412 $712,325 $742,206 $818,383 TTM Q3FY14 TTM Q4FY14 TTM Q1FY15 TTM Q2FY15 TTM Q3FY15 TTM Q4FY15 TTM Q1 FY16 TTM Q2 FY16 TTM Q3 FY16 TTM Adjusted NOPAT $— $84,001 $104,405 $115,590 $130,931 $125,096 $118,847 $134,211 $142,694 Average Invested Capital² (From above) $— $522,092 $572,293 $619,944 $654,364 $680,412 $712,325 $742,206 $818,383 TTM Adjusted ROIC —% 16% 18% 19% 20% 18% 17% 18% 17%
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37 Reconciliation: Adjusted EBITDA1,2 Quarterly, In thousands Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3FY16 GAAP Operating income (loss) $5,239 $19,744 $16,859 $59,888 $4,341 $15,236 $12,085 $67,609 ($17,531) Depreciation and amortization $16,881 $22,936 $24,459 $22,895 $22,325 $27,808 $30,226 $31,805 $34,561 Waltham lease depreciation adjustment $0 $0 $0 $0 $0 $0 ($328) ($1,045) ($1,030) Share-based compensation expense $5,591 $5,936 $5,742 $6,384 $6,638 $5,311 $6,190 $6,066 $5,897 Proceeds from Insurance $0 $0 $0 $0 $0 $0 $1,584 $1,553 $0 Interest expense for Waltham lease $0 $0 $0 $0 $0 $0 ($350) ($2,001) ($1,975) Earn-out related charges $0 $2,192 $3,677 $3,701 $7,512 $386 $289 $3,413 $883 Certain Impairments $0 $0 $0 $0 $0 $0 $0 $3,022 $37,582 Realized gain/(loss) on currency forward contracts ($2,132) ($2,177) ($17) $4,178 $1,802 $1,487 $316 $3,319 $1,391 Adjusted EBITDA $25,579 $48,631 $50,720 $97,046 $42,618 $50,228 $50,012 $113,741 $59,778 Note: In Q3 FY16 the definition of adjusted EBITDA used in external reporting was modified to include certain impairment charges and adjust for depreciation related to a our Waltham lease resulting in a change to adjusted EBITDA for Q1 and Q2 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.
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38 Reconciliation: Adjusted EBITDA1,2 TTM, In thousands TTM Q1FY15 TTM Q2FY15 TTM Q3FY15 TTM Q4FY15 TTM Q1FY16 TTM Q2FY16 TTM Q3FY16 GAAP Operating income (loss) $94,364 $101,730 $100,832 $96,324 $91,550 $99,271 $77,399 Depreciation and amortization $81,115 $87,171 $92,615 $97,487 $103,254 $112,164 $124,400 Waltham lease depreciation adjustment $0 $0 $0 $0 ($328) ($1,373) ($2,403) Share-based compensation expense $25,142 $23,653 $24,700 $24,075 $24,523 $24,205 $23,464 Proceeds from Insurance $0 $0 $0 $0 $1,584 $3,137 $3,137 Interest expense for Waltham lease $0 $0 $0 $0 ($350) ($2,351) ($4,326) Earn-out related charges $5,869 $9,570 $17,082 $15,276 $11,888 $11,600 $4,971 Certain Impairments $0 $0 $0 $0 $0 $3,022 $40,604 Realized gain/(loss) on currency forward contracts ($6,712) ($148) $3,786 $7,450 $7,783 $6,924 $6,513 Adjusted EBITDA $199,778 $221,976 $239,015 $240,612 $239,904 $256,599 $273,759 Note: In Q3 FY16 the definition of adjusted EBITDA used in external reporting was modified to include certain impairment charges and adjust for depreciation related to our Waltham lease resulting in a change to adjusted EBITDA for Q1 and Q2 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.
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39 Reconciliation: Constant-Currency/ex. TTM Acquisitions Revenue Growth Rates 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. Q3 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, Tradeprint and WIRmachenDRUCK. Quarterly Vistaprint business unit Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3 FY16 Reported revenue growth 5% 3% 4% 5% 2% 3% 8% Currency Impact 1% 4% 7% 6% 6% 5% 2% Revenue growth in constant currency 6% 7% 11% 11% 8% 8% 10% Upload and Print business units Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3 FY16 Reported revenue growth n/a n/a n/a 74% 98% 112% 201% Currency Impact n/a n/a n/a 26% 21% 16% 2% Revenue growth in constant currency n/a n/a n/a 100% 118% 128% 203% Impact of TTM Acquisitions n/a n/a n/a (66)% (87)% (97)% (178)% Revenue growth in constant currency excl. TTM acquisitions n/a n/a n/a 34% 31% 31% 25% All Other business units Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3 FY16 Reported revenue growth 24% 44% 13% (5)% (6)% (4)% (7)% Currency Impact —% 5% 12% 12% 14% 12% 4% Revenue growth in constant currency 24% 48% 26% 7% 7% 8% (3)% Impact of TTM Acquisitions (13)% (40)% (10)% (11)% (4)% —% —% Revenue growth in constant currency excl. TTM acquisitions 11% 8% 16% (4)% 4% 8% (3)%
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40 Total Company Q4FY13 Q1FY14 Q2FY14 Q3FY14 Q4FY14 Q1FY15 Q2FY15 Q3FY15 Q4FY15 Q1FY16 Q2FY16 Q3 FY16 Reported Revenue Growth 12% 9% 6% (1)% 21% 21% 19% 19% 13% 13% 13% 29% Currency Impact —% —% —% —% (2)% —% 4% 7% 9% 8% 7% 2% Revenue Growth in Constant Currency 12% 9% 6% (1)% 19% 21% 23% 26% 22% 21% 20% 31% Impact of TTM Acquisitions & JVs —% —% —% —% (15)% (15)% (16)% (15)% (9)% (10)% (10)% (21)% Revenue growth in constant currency ex. TTM acquisitions & JVs 12% 9% 6% (1)% 4% 6% 7% 11% 13% 11% 10% 10% Reported revenue growth rate ex. TTM acquisitions & JVs 12% 9% 6% (1)% 5% 6% 3% 4% 3% 3% 3% 8% Reconciliation: Constant-Currency/ex. TTM Acquisition Revenue Growth Rates Quarterly Q3 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, Tradeprint and WIRmachenDRUCK.