CIMPRESS plc 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Report contains forward-looking statements that involve risks and uncertainties. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to our statements about the anticipated growth and development of our businesses and financial results, the impact of interest rate and currency fluctuations, the impact of U.S. tariffs (including potential changes in related trade policies and potential mitigation actions and related estimates, cost impacts, pricing changes and changes in customer demand), sources of liquidity to fund future operations, future payment terms with suppliers, the timing of adoption of certain accounting standards, legal proceedings, our ability to prevail in our appeal of an adverse land duty tax assessment, indefinitely reinvested earnings, unrecognized tax benefits, our effective tax rate, and sufficiency of our tax reserves. Without limiting the foregoing, the words “may,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” "assume," “designed,” “potential,” "possible," “continue,” “target,” “seek,” "likely," "will" and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Report are based on information available to us up to, and including the date of this document, and we disclaim any obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in 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 and estimates are based; the development, severity, and duration of supply chain constraints and fluctuating inflation; our inability to make investments in our business and allocate our capital as planned or the failure of those investments and allocations to achieve the results we expect; costs and disruptions caused by acquisitions and minority investments; the failure of businesses we acquire or invest in to perform as expected; loss of key personnel or our inability to recruit talented personnel; our failure to develop and deploy our mass customization platform or the failure of the mass customization platform to drive the performance, efficiencies and competitive advantage we expect; unanticipated changes in our markets, customers, or businesses; disruptions caused by geopolitical events or political instability and war in Ukraine, Israel, the Middle East or elsewhere; changes in governmental policies, laws and regulations, or in the enforcement or interpretation of governmental policies, laws and regulations, that affect our businesses, including related to import tariffs; our failure to manage the growth and complexity of our business; our failure to maintain compliance with the covenants in our debt documents or to pay our debts when due; competitive pressures; general economic conditions; and other factors described in Item 1A (Risk Factors) of our Annual Report on Form 10-K for the 2024 fiscal year, this Quarterly Report on Form 10-Q and subsequent documents we periodically file with the SEC. Executive Overview Cimpress is a strategically focused collection of businesses that specialize in print mass customization, through which we deliver large volumes of individually small-sized customized orders of printed materials and related products. Our products and services include a broad range of marketing materials, business cards, signage, promotional products, logo apparel, packaging, books and magazines, wall decor, photo merchandise, invitations and announcements, design and digital marketing services, and other categories. Mass customization is a core element of the business model of each Cimpress business and is a competitive strategy which seeks to produce goods and services to meet individual customer needs with near mass production efficiency. As of March 31, 2025, we have numerous operating segments under our management reporting structure that are reported in the following five reportable segments: Vista, PrintBrothers, The Print Group, National Pen, and All Other Businesses. For purposes of measuring and reporting our segment financial performance, we implemented changes to the methodology used for inter-segment transactions during the first quarter of fiscal 2025. These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business. We have recast the prior periods presented for segment revenue and segment EBITDA to ensure comparability with the current fiscal year. These changes in methodology have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional details. U.S. Tariffs The U.S. tariff and trade environment has been dynamic in recent months. Cimpress businesses operate in the U.S., and we have fulfillment operations for U.S. customers in multiple locations in the U.S., Canada and Mexico. Cimpress has multiple exemptions and exclusions that currently shield us from paying tariffs on many of the 29 products we fulfill for U.S. customers in Canada and Mexico. Currently the primary impact of tariffs on Cimpress is from raw materials sourcing, particularly from China, as well as the potential for increased supplier costs connected to reciprocal tariffs on other countries. This is due to the combination of reciprocal tariffs announced by the U.S. administration on April 2, 2025 (and subsequent changes), and the announcement that the de minimis exemption is being eliminated for shipments of Chinese-sourced goods starting on May 2, 2025. We have been working to mitigate the impact of tariffs on Cimpress and our U.S. customers. We have identified alternate, lower-tariff sources of raw materials where possible, though we do expect higher input costs in some cases. In particular, we expect the promotional products, apparel and gifts (PPAG) industry at large will face increased input costs from these increased tariffs on Chinese goods. There are some PPAG products we sell, particularly drinkware and other hard goods, that exclusively or nearly exclusively originate from China, while other PPAG products like apparel have more diverse countries of origin. We are taking action in our supply chain to significantly reduce our exposure to PPAG sourcing where China is the country of origin. These changes will take several months to be fully implemented and, therefore, in the near term we expect to incur additional costs. We currently estimate that, after these supply chain changes, the annual value of PPAG sourcing with a country of origin China that would still be subject to the tariffs on imports from China will be less than $20 million, excluding any impact of third-party fulfillment. We expect to raise prices to at least partially offset these tariff costs and have already implemented pricing changes on some impacted products. For these products where price increases are being used, it is not possible to forecast what impact this may have on customer demand. Financial Summary The primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress wide is our adjusted free cash flow before net cash interest payments; however, in evaluating the financial condition and operating performance of our business, management considers a number of metrics including revenue growth, constant-currency revenue growth, organic constant-currency revenue growth (which excludes the impact of acquisitions/divestitures), operating income, net (loss) income, adjusted EBITDA, cash flow from operations, and adjusted free cash flow. Reconciliations of our non-GAAP financial measures are included within the "Consolidated Results of Operations" and "Additional Non-GAAP Financial Measures" sections of Management's Discussion and Analysis. A summary of these key financial metrics for the three and nine months ended March 31, 2025 as compared to the three and nine months ended March 31, 2024 follows: Third Quarter Fiscal Year 2025 • Revenue increased by 1% to $789.5 million. • Organic constant-currency revenue growth (a non-GAAP financial measure) was 3%. • Operating income increased by $1.3 million to $40.5 million. • Net loss increased by $2.8 million to $8.0 million. • Adjusted EBITDA (a non-GAAP financial measure) decreased by $3.5 million to $90.7 million. • Diluted net loss per share attributable to Cimpress plc increased by $0.18 to $0.33. Year to Date Fiscal Year 2025 • Revenue increased by 3% to $2,533.6 million. • Organic constant-currency revenue growth (a non-GAAP financial measure) was 4%. • Operating income decreased by $20.2 million to $160.8 million. • Net income decreased by $18.4 million to $41.2 million. • Adjusted EBITDA (a non-GAAP financial measure) decreased by $38.6 million to $310.7 million. • Diluted loss per share attributable to Cimpress plc decreased by $0.60 to $1.56. • Cash provided by operating activities decreased by $35.0 million to $190.6 million. • Adjusted free cash flow (a non-GAAP financial measure) decreased by $67.1 million to $77.2 million. 30 For the three and nine months ended March 31, 2025, the increase in reported revenue was primarily driven by external revenue growth in our Vista and PrintBrothers reportable segments. Revenue growth was led by strong revenue performance in Vista product categories like PPAG, signage, and packaging and labels, as well as continued order volume growth in our PrintBrothers reportable segment. Revenue growth was dampened by lower revenue for certain products in the U.S., mainly from weaker demand for business cards in our Vista business and home decor products in our BuildASign business, as well as lower revenue in the direct mail channel of our National Pen business particularly in North America. During the current-year periods, currency exchange fluctuations had a negative year-over-year effect on revenue. The increase to operating income of $1.3 million during the three months ended March 31, 2025 was driven by a reduction in share-based compensation expense of $5.7 million, due to expense volatility from changes in estimated attainment of the related performance condition of our 2025 PSU grants, as well as lower amortization of acquired intangible assets of $2.4 million due to the runoff of fully amortized assets across several of our previously acquired businesses. These items were offset in part by a $2.6 million impairment charge for our planned sale of a facility in our National Pen business, as well as preproduction startup costs of $1.8 million for a new U.S. manufacturing facility that started production in March 2025. Additionally, the benefit from gross profit growth in the product categories listed above continues to be negated by the decline in revenue from certain higher margin product categories like business cards, as well as increased advertising spend of $1.2 million. The decrease to operating income of $20.2 million during the nine months ended March 31, 2025 was driven by the non-recurrence of approximately $10 million of items that benefited the prior-year period, as well as more than $8 million of discrete items that negatively impacted the current-year period, which included an Australian land duty tax in the second quarter of the current fiscal year, as well as the impairment charge and preproduction startups costs discussed above. The current-year period was also impacted by the same effects of product mix shifts as described above, as well as increased advertising spend of $15.7 million and higher operating expenses. These items were offset in part by $11.2 million of lower amortization of acquired intangible assets due to the runoff of fully amortized assets across several of our previously acquired businesses and reduced share-based compensation expense of $5.8 million. For three months ended March 31, 2025, net loss increased by $2.8 million to $8.0 million, due to higher income tax expense and increases in unrealized losses on derivative contracts that are not designated as hedges, which was partially offset by the operating income increase described above and lower interest expenses due to our recent repricings of our senior secured Term Loan B. For the nine months ended March 31, 2025, net income decreased by $18.4 million to $41.2 million, due to the operating income decline described above and increased income tax expense, which was offset in part by lower interest expenses and higher unrealized hedging gains. Adjusted EBITDA decreased during the three and nine months ended March 31, 2025, for similar reasons described above, as increased advertising spend and operating expenses more than offset the growth in gross profit. Gross profit growth in our fastest growing product categories continues to be offset in part by the decline in certain higher margin product categories that has weighted on gross margins as compared to the prior-year periods. Refer to the "Additional Non-GAAP Financial Measures" section of Management's Discussion and Analysis for the full reconciliation of Adjusted EBITDA to net (loss) income. During the nine months ended March 31, 2025 , cash from operations decreased $35.0 million year over year, primarily driven by the lower net income as described above, as well as unfavorable changes in net working capital year over year of $10.3 million . Adjusted free cash flow decreased by $67.1 million for the nine months ended March 31, 2025, due to the operating cash flow decrease described above, as well as a $23.8 million increase in capitalized expenditures, primarily due to planned investments in new production equipment. Proceeds from the sale of assets decreased by $4.1 million, driven by the sale of our previously owned manufacturing facility in Japan in the prior-year period. 31 Consolidated Results of Operations Consolidated Revenue Our businesses generate revenue primarily from the sale and shipment of customized products. We also generate revenue, to a much lesser extent (and primarily in our Vista business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below. Total revenue and revenue growth by reportable segment for the three and nine months ended March 31, 2025 are shown in the following table: In thousands Three Months Ended March 31, Currency Impact: Constant- Currency Impact of Acquisitions/Divestitures: Constant- Currency Revenue Growth 2025 2024 (1) % Change (Favorable)/Unfavorable Revenue Growth (2) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (3) Vista $ 430,651 $ 418,079 3% 1% 4% —% 4% PrintBrothers 155,981 150,677 4% 3% 7% (1)% 6% The Print Group 89,348 87,093 3% 3% 6% —% 6% National Pen 88,299 88,579 —% 1% 1% —% 1% All Other Businesses 51,101 48,455 5% 3% 8% —% 8% Inter-segment eliminations (25,912) (12,295) Total revenue $ 789,468 $ 780,588 1% 2% 3% —% 3% In thousands Nine Months Ended March 31, Currency Impact: Constant- Currency Impact of Acquisitions/Divestitures: Constant- Currency Revenue Growth 2025 2024 (1) % Change (Favorable)/Unfavorable Revenue Growth (2) (Favorable)/Unfavorable Excluding Acquisitions/Divestitures (3) Vista $ 1,357,822 $ 1,300,374 4% 1% 5% —% 5% PrintBrothers 490,904 468,801 5% 1% 6% (1)% 5% The Print Group 272,048 258,665 5% 1% 6% —% 6% National Pen 313,126 305,471 3% 0% 3% —% 3% All Other Businesses 168,577 159,642 6% 1% 7% —% 7% Inter-segment eliminations (68,881) (33,708) Total revenue $ 2,533,596 $ 2,459,245 3% 1% 4% —% 4% _________________ (1) The prior period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. (2) Constant-currency revenue growth, a non-GAAP financial measure, represents the change in total revenue between current and prior-year periods at constant-currency exchange rates 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. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results. (3) Constant-currency revenue growth excluding acquisitions/divestitures, a non-GAAP financial measure, excludes revenue results for businesses in the period in which there is no comparable year-over-year revenue. Our reportable segments-related growth is inclusive of inter-segment revenues, which are eliminated in our consolidated results. We have provided these non-GAAP financial measures because we believe they provide meaningful information regarding our results on a consistent and comparable basis for the periods presented. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. 32 For the three and nine months ended March 31, 2025, the reported revenue growth of $8.9 million and $74.4 million, respectively, was primarily driven by external revenue growth in our Vista and PrintBrothers reportable segments, partially offset by $15.6 million and $15.8 million of negative effects from currency exchange rate fluctuations as compared to the prior-year periods, respectively. Excluding the effect of changes in currency exchange rates, the largest increase in reported revenue was from our Vista business with $18.4 million and $63.3 million of incremental external revenue for the three and nine months ended March 31, 2025, respectively. Vista revenue was higher year over year across all major markets, with the most significant growth in the PPAG and signage categories. Our PrintBrothers reportable segment also contributed $10.4 million and $26.4 million of increased external revenue for the three and nine months ended March 31, 2025, respectively, excluding the effect of changes in currency exchange rates, primarily driven by continued order volume and customer growth, partially offset by customers purchasing lower quantities in certain product categories. For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below. Consolidated Cost of Revenue Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products, and other related costs of products our businesses sell. In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 2025 2024 Cost of revenue $ 416,960 $ 404,668 $ 1,328,952 $ 1,266,874 % of revenue 52.8 % 51.8 % 52.5 % 51.5 % For the three and nine months ended March 31, 2025, cost of revenue increased by $12.3 million and $62.1 million year over year, respectively, driven by higher variable-based manufacturing costs of $7.0 million and $44.0 million, due to volume-related increases, as well as increases in third-party fulfillment costs of $3.0 million and $29.9 million, respectively, which were driven in part by product mix shifts toward faster-growing product categories that leverage our third-party fulfillment network. Additionally, shipping costs increased $4.6 million and $8.8 million for the three and nine months ended March 31, 2025, respectively, and as a percentage of revenue, increased by 50 and 10 basis points, respectively. Other discrete items that contributed to the increase in cost of revenue was the recognition of a $2.6 million impairment charge during the current quarter for our planned sale of a facility by our National Pen business, as well as increased preproduction startup costs that were recognized as part of a new U.S. manufacturing facility that resulted in cost of revenue of $1.1 million and $1.6 million for the three and nine months ended March 31, 2025, respectively. For the nine months ended March 31, 2025, the cost increase was also impacted by the nonrecurrence of a favorable tax ruling of $3.0 million that benefited the prior-year period. 33 Consolidated Operating Expenses The following table summarizes our comparative operating expenses for the following periods: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 2025 vs. 2024 2025 2024 2025 vs. 2024 Technology and development expense $ 83,112 $ 83,790 (1)% $ 247,851 $ 238,081 4% % of revenue 10.5 % 10.7 % 9.8 % 9.7 % Marketing and selling expense $ 193,316 $ 191,591 1% $ 621,024 $ 595,622 4% % of revenue 24.5 % 24.5 % 24.5 % 24.2 % General and administrative expense $ 50,549 $ 54,254 (7)% $ 159,417 $ 151,388 5% % of revenue 6.4 % 7.0 % 6.3 % 6.2 % Amortization of acquired intangible assets $ 4,524 $ 6,919 (35)% $ 14,795 $ 25,986 (43)% % of revenue 0.6 % 0.9 % 0.6 % 1.1 % Restructuring expense $ 466 $ 128 264% $ 728 $ 277 163% % of revenue 0.1 % 0.0 % 0.0 % 0.0 % Technology and development expense Technology and development expense consists primarily of payroll and related expenses for employees engaged in software and manufacturing engineering, information technology operations, and content development, as well as amortization of capitalized software and website development costs, including hosting of our websites, asset depreciation, patent amortization, and other technology infrastructure-related costs. Depreciation expense for information technology equipment that directly supports the delivery of our digital marketing services products is included in cost of revenue. Technology and development expense decreased by $0.7 million for the three months ended March 31, 2025, as compared to the prior-year period, driven by $2.0 million of reduced expense from fluctuations in currency exchange rates and $1.3 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. These decreases were partially offset by higher third-party technology costs and increases in amortization expense of capitalized software, due to a higher capitalized asset base driven by continued investment in technology capabilities across many of our businesses. Technology and development expense increased by $9.8 million for the nine months ended March 31, 2025, as compared to the prior-year period, in part driven by $3.0 million of higher third-party technology costs driven partly by our businesses' further adoption of certain products offered through our mass customization platform, as well as increased business volumes, which has collectively increased consumption of those services. Amortization of capitalized software also increased $2.7 million as compared to the prior-year period, due to an increase in the capitalized asset base driven by continued investment in technology capabilities across many of our businesses. These items were offset in part by $1.1 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. Marketing and selling expense Marketing and selling expense consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in marketing, sales, customer support, and public relations activities; direct-mail advertising costs; and third-party payment processing fees. Our Vista, National Pen, and BuildASign businesses have higher marketing and selling costs as a percentage of revenue as compared to our PrintBrothers and The Print Group businesses due to differences in the customers that they serve. For the three and nine months ended March 31, 2025, marketing and selling expenses increased by $1.7 million and $25.4 million, respectively, partly due to higher advertising spend of $1.2 million and $15.7 million, respectively, as compared to the prior-year periods, largely driven by volume-driven increases to advertising spend, as well as targeted advertising investments. Additionally, for the nine-month period, advertising was higher due to increases in mid- and upper-funnel spend in our Vista business, and the higher cost of performance advertising in the U.S. market during the second quarter of the current fiscal year. Cash compensation costs also increased by 34 $3.3 million and $12.5 million, respectively, driven by our annual merit cycle, as well as hiring in our Vista business. These were offset in part by $1.0 million and $2.1 million, respectively, of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. General and administrative expense General and administrative expense consists primarily of transaction costs, including third-party professional fees, insurance, and payroll and related expenses of employees involved in executive management, finance, legal, strategy, human resources, and procurement. General and administrative expenses decreased by $3.7 million during the three months ended March 31, 2025 as compared to the prior-year period, driven by $3.3 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. General and administrative expenses increased by $8.0 million during the nine months ended March 31, 2025 as compared to the prior-year period, driven by $5.1 million of higher long-term incentive cash compensation, due to prior-year reductions in estimated payouts for certain businesses, as well as higher cash compensation costs that were impacted by our annual merit cycle, and a $2.9 million charge recognized in the second quarter of the current fiscal year for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing. These increases were offset in part by $2.5 million of lower share-based compensation costs, due to expense volatility from changes in the estimated attainment of the related performance condition of our 2025 PSU grants. Other Consolidated Results Other (expense) income, net Other (expense) income, net generally consists of gains and losses from currency exchange rate fluctuations on transactions or balances denominated in currencies other than the functional currency of our subsidiaries, as well as the realized and unrealized gains and losses on some of our derivative instruments. In evaluating our currency hedging programs and ability to qualify for hedge accounting in light of our legal entity cash flows, we considered the benefits of hedge accounting relative to the additional economic cost of trade execution and administrative burden. Based on this analysis, we execute certain currency derivative contracts that do not qualify for hedge accounting. The following table summarizes the components of other (expense) income, net: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 2025 2024 (Losses) gains on derivatives not designated as hedging instruments $ (14,640) $ 9,071 $ (1,577) $ 3,715 Currency-related gains (losses), net 5,131 (12,434) 11,691 (2,071) Other gains (losses) 68 (288) 631 733 Total other (expense) income, net $ (9,441) $ (3,651) $ 10,745 $ 2,377 The changes in other (expense) income, net was primarily due to the currency exchange rate volatility impacting our derivatives that are not designated as hedging instruments, of which our Euro and British Pound contracts are the most significant exposures that we economically hedge. We expect volatility to continue in future periods, as we do not apply hedge accounting for most of our derivative currency contracts. We experience currency-related net gains and losses due to currency exchange rate volatility on our non-functional currency intercompany relationships, which we may alter from time to time. Losses on the revaluation of non-functional currency debt are included in our currency-related gains (losses), net, offsetting the impact of certain non-functional currency intercompany relationships. 35 Interest expense, net Interest expense, net primarily consists of interest on outstanding debt balances, amortization of debt issuance costs, debt discounts, interest related to finance lease obligations, accretion adjustments related to our mandatorily redeemable noncontrolling interests, and realized gains (losses) on effective interest rate swap contracts and certain cross-currency swap contracts. Interest expense, net decreased $3.2 million and $2.4 million during the three and nine months ended March 31, 2025, respectively, primarily due to a year-over-year decrease to our weighted average interest rate (net of interest rate swaps) on our senior secured Term Loan B arising in part from our repricing actions in May 2024 and December 2024 that reduced the credit spread on our outstanding debt. Gain (loss) on extinguishment of debt During the nine months ended March 31, 2025, we recognized $0.5 million of losses on the extinguishment of debt primarily due to the net write-off of unamortized debt discount and financing fees associated with the refinancing of our Term Loan B. Refer to Note 8 in our accompanying consolidated financial statements for additional details. Income tax expense In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 2025 2024 Income tax expense $ 12,144 $ 10,610 $ 42,290 $ 35,527 Effective tax rate 294.5 % 195.4 % 50.6 % 37.3 % Income tax expense for the three and nine months ended March 31, 2025 increased versus the prior comparative periods due to an increased full-year forecasted effective tax rate, excluding loss entities with no tax benefit. O ur effective tax rate continues to be negatively impacted by losses in certain jurisdictions where we are unable to recognize a tax benefit in the current period. These losses with no tax benefit were excluded in calculating income tax expense for the three and nine months ended March 31, 2025 and 2024, in accordance with GAAP. We believe that our income tax reserves are adequately maintained by taking into consideration both the technical merits of our tax return positions and ongoing developments in our income tax audits. However, the final determination of our tax return positions, if audited, is uncertain, and therefore there is a possibility that final resolution of these matters could have a material impact on our results of operations or cash flows. Refer to Note 9 in our accompanying consolidated financial statements for additional details. Reportable Segment Results Our segment financial performance is measured based on segment EBITDA, which is defined as operating income plus depreciation and amortization; plus proceeds from insurance not already included in operating income; plus share-based compensation expense related to investment consideration; plus earn-out related charges; plus certain impairments and other adjustments; plus restructuring related charges; less gain or loss on the purchase or sale of subsidiaries as well as the disposal of assets. The effects of currency exchange rate fluctuations impact segment EBITDA and we do not allocate to segment EBITDA any gains or losses that are realized by our currency hedging program. For purposes of measuring and reporting our segment financial performance, we implemented changes to the methodology used for inter-segment transactions during the first quarter of fiscal 2025. These transactions are when one Cimpress business chooses to buy from or sell to another Cimpress business. We have recast the prior periods presented for segment revenue and segment EBITDA to ensure comparability with the current fiscal year. These changes in methodology have no impact on our consolidated financial results. Refer to Note 11 in our accompanying consolidated financial statements for additional details. 36 Vista In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 (1) 2025 vs. 2024 2025 2024 (1) 2025 vs. 2024 Reported Revenue $ 430,651 $ 418,079 3% $ 1,357,822 $ 1,300,374 4% Segment EBITDA 78,100 76,834 2% 247,370 263,282 (6)% % of revenue 18 % 18 % 18 % 20 % _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue Vista's reported revenue growth for the three and nine months ended March 31, 2025 was negatively affected by currency exchange fluctuations for both periods by 1%, resulting in constant-currency revenue growth of 4% and 5%, respectively. Revenue growth for the three and nine months ended March 31, 2025 was stronger in Europe. In addition, growth was stronger across most major markets, for product categories like promotional products, apparel, signage and packaging and labels. Revenue growth was dampened by a decline in the business cards and stationery product category in the U.S. in both periods presented, including negative impact from algorithm changes in the organic search channel that we've continued to optimize against. Segment Profitability For the three months ended March 31, 2025, segment EBITDA increased by $1.3 million, driven by $1.6 million of gross profit growth due to the growth of higher-value orders particularly in the PPAG, signage, and packaging and labels categories, which was partially offset by the decline in business cards and stationary. For the nine months ended March 31, 2025, segment EBITDA decreased by $15.9 million, primarily due to modest gross profit growth, driven by similar dynamics that are described above, which was more than offset by $14.7 million of higher advertising spend, as well as higher operating expenses as compared to the prior year. The increase in advertising spend was primarily driven by the timing of mid- and upper-funnel advertising spend during the first half of the fiscal year in North America. In addition, the segment EBITDA decline was also influenced by the non-recurrence of items that benefited the prior-year period of $6.4 million. PrintBrothers In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 (1) 2025 vs. 2024 2025 2024 (1) 2025 vs. 2024 Reported Revenue $ 155,981 $ 150,677 4% $ 490,904 $ 468,801 5% Segment EBITDA 17,729 17,225 3% 61,218 66,237 (8)% % of revenue 11 % 11 % 12 % 14 % _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue PrintBrothers' reported revenue growth for the three and nine months ended March 31, 2025 was negatively affected by currency of 3% and 1%, respectively, resulting in constant currency revenue growth of 7% and 6%, respectively. Constant-currency revenue growth was driven primarily by order volume growth, as well as volumes related to the German elections which benefited a portion of the current-year periods. Order volume growth continues to be offset in part by customers purchasing lower quantities in certain product categories. Segment Profitability For the three months ended March 31, 2025, PrintBrothers' segment EBITDA increased by $0.5 million, due to gross profit growth that was driven by revenue growth described above, partially offset by increased advertising spend and operating expenses. Currency exchange fluctuations had a negative year-over-year impact of $0.5 million for the three months ended March 31, 2025. 37 PrintBrothers' segment EBITDA for the nine months ended March 31, 2025 decreased $5.0 million, partially due to an increase in advertising spend of $4.4 million, driven by one of the segment's businesses testing into new digital marketing channels, as well as higher operating expenses that were offset in part by gross profit growth that was driven by the revenue growth described above. Currency exchange fluctuations had a negative year-over-year impact of $0.2 million for the nine months ended March 31, 2025. The Print Group In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 (1) 2025 vs. 2024 2025 2024 (1) 2025 vs. 2024 Reported Revenue $ 89,348 $ 87,093 3% $ 272,048 $ 258,665 5% Segment EBITDA 15,128 17,233 (12)% 51,556 47,049 10% % of revenue 17 % 20 % 19 % 18 % _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue The Print Group's reported revenue growth was negatively affected by currency exchange rate fluctuations of 3% and 1%, respectively, resulting in constant-currency revenue growth for the three and nine months ended March 31, 2025 of 6% for both periods presented, and was driven by increased fulfillment for other Cimpress businesses. Segment Profitability The decrease in The Print Group's segment EBITDA during the three months ended March 31, 2025 as compared to the prior-year period was largely driven $1.8 million of startup costs related to Pixartprinting's new U.S. facility, as well as higher variable long-term incentive compensation expense of $1.4 million due to variability in estimated payouts. Currency exchange fluctuations had a negative year-over-year impact of $0.5 million for the three months ended March 31, 2025. The increase in The Print Group's segment EBITDA during the nine months ended March 31, 2025 as compared to the prior-year period was largely driven by revenue growth described above and gross margin expansion due to reductions in key input costs such as raw materials. The gross profit growth for the nine months ended March 31, 2025 was partially offset by $2.8 million of startup costs related to Pixartprinting's new U.S. facility. National Pen In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 (1) 2025 vs. 2024 2025 2024 (1) 2025 vs. 2024 Reported Revenue $ 88,299 $ 88,579 0% $ 313,126 $ 305,471 3% Segment EBITDA 3,835 4,214 (9)% 22,376 20,841 7% % of revenue 4 % 5 % 7 % 7 % _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. Segment Revenue For the three and nine months ended March 31, 2025, National Pen's constant-currency revenue growth was 1% and 3% as compared to the prior-year periods, respectively. National Pen revenue growth was driven by growth in e-commerce and cross-Cimpress fulfillment for other Cimpress businesses. These growing channels were offset by revenue declines in mail order where National Pen continued to optimize for efficiency of direct mail advertising. 38 Segment Profitability The decrease in National Pen's segment EBITDA for the three months ended March 31, 2025 was driven by a reduction in gross profit, due to gross margin compression driven by unfavorable product mix shift and increased freight costs versus the prior-year period. This was offset in part by $0.9 million of lower advertising spend intended to drive efficiency across channels. The increase in National Pen's segment EBITDA for the nine months ended March 31, 2025 was driven by the revenue growth described above, and $2.5 million of lower advertising spend intended to drive efficiency across channels. Currency exchange fluctuations had a positive year-over-year impact of $1.3 million for the nine months ended March 31, 2025. All Other Businesses In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 (1) 2025 vs. 2024 2025 2024 (1) 2025 vs. 2024 Reported Revenue $ 51,101 $ 48,455 5% $ 168,577 $ 159,642 6% Segment EBITDA 5,132 3,259 57% 15,534 16,648 (7)% % of revenue 10 % 7 % 9 % 10 % _____________________ (1) The prior-period segment results have been adjusted to ensure comparability with the new methodology used for inter-segment transactions. Refer to Note 11 of the accompanying consolidated financial statements for additional details. This segment includes BuildASign and Printi, a smaller business that is an online printing leader in Brazil. Segment Revenue All Other Businesses' revenue growth was negatively impacted 3% and 1% by currency exchange rate fluctuations, resulting in constant-currency revenue growth of 8% and 7% during the three and nine months ended March 31, 2025, respectively. BuildASign, the largest business in this segment, delivered strong growth from fulfillment for other Cimpress businesses, which was partially offset by lower revenue for home decor products. Our smaller Printi business delivered constant-currency revenue growth versus the prior-year periods. Segment Profitability For the three months ended March 31, 2025, segment EBITDA increased $1.9 million versus the prior-year period, largely driven by the revenue growth described above, and lower long-term incentive compensation expense of $0.9 million due to lower estimated payouts. Currency exchange fluctuations had a positive year-over-year impact of $0.2 million for the three months ended March 31, 2025. For the nine months ended March 31, 2025, segment EBITDA decreased $1.1 million versus the prior-year period, largely driven by higher long-term incentive compensation expense of $2.9 million due to a prior-year reversal of expense driven by changes in estimated payouts that did not recur during the current-year period. In addition, gross profits declined year over year during the seasonally significant second quarter for our BuildASign business, driven by lower revenue in home decor products, as well as gross margin compression driven in part by temporary production inefficiencies related to new capabilities. Currency exchange fluctuations had a positive year-over-year impact of $0.4 million for the nine months ended March 31, 2025. Central and Corporate Costs Central and corporate costs consist primarily of the team of software engineers that is building our mass customization platform; shared service organizations such as global procurement; technology services such as security; administrative costs of our Cimpress India offices where numerous Cimpress businesses have dedicated business-specific team members; and corporate functions including our tax, treasury, internal audit, legal, sustainability, corporate communications, remote-first enablement, consolidated reporting and compliance, investor relations, and the functions of our CEO and CFO. These costs also include certain unallocated share-based compensation costs. During the three months ended March 31, 2025, central and corporate costs decreased by $4.6 million as compared to the prior-year period, driven by lower share-based compensation expense of $6.1 million, due to lower 39 attainment estimates associated with performance share units granted during the current fiscal year. This cost decrease was partially offset by higher cash compensation costs, mainly in our central technology organization, as a result of hiring and our annual merit cycle. During the nine months ended March 31, 2025, central and corporate costs increased by $1.8 million as compared to the prior-year period, due in part to a $2.9 million charge recognized in the second quarter for a land duty tax in Australia related to our 2019 redomiciliation to Ireland that we are appealing. In addition, cash compensation costs in our central functions increased, as a result of both hiring in our central technology organization and our annual merit cycle. We also recognized higher third-party technology costs, as a result of continued adoption and usage of mass customization platform products that are developed by our central technology teams. These increases were partially offset by lower unallocated share-based compensation expense year over year of $7.9 million due to lower attainment estimates associated with performance share units granted during the current fiscal year. Liquidity and Capital Resources Consolidated Statements of Cash Flows Data In thousands Nine Months Ended March 31, 2025 2024 Net cash provided by operating activities $ 190,598 $ 225,627 Net cash used in investing activities (104,165) (44,709) Net cash used in financing activities (107,413) (157,506) The cash flows during the nine months ended March 31, 2025 related primarily to the following items: Cash inflows: • Net income of $41.2 million • Adjustments for non-cash items of $154.0 million primarily related to adjustments for depreciation and amortization of $105.1 million, share-based compensation costs of $42.7 million, and deferred taxes of $5.8 million, partially offset by unrealized currency-related gains of $7.0 million • Proceeds from the settlement of derivatives designated as hedging instruments of $5.4 million • Proceeds from the maturity of held-to-maturity securities of $4.5 million • Proceeds from the sale of assets of $2.4 million • Proceeds from the exercise of options of $1.4 million Cash outflows: • Capital expenditures of $68.2 million, of which the majority is related to the purchase of manufacturing and automation equipment for our production facilities • Purchases of our ordinary shares for $56.9 million • Internal and external costs of $47.6 million for software and website development that we have capitalized • Net repayments of debt of $21.2 million, including the impact of the refinancing of our 2026 Notes and amendment to our Senior Secured Credit Facility, as well as financing fees paid. Refer to Note 8 in the accompanying consolidated financial statements for additional details. • Payment of withholding taxes in connection with share awards of $19.9 million, primarily driven by the vesting of restricted and performance share unit grants • Payments for finance lease arrangements of $5.9 million 40 • Net working capital outflows of $4.6 million, primarily due to increases in inventory levels, driven in part by product mix shifts and raw material cost increases • Purchase of noncontrolling interests of $4.1 million Additional Liquidity and Capital Resources Information. At March 31, 2025, we had $183.0 million of cash and cash equivalents and $1,607.7 million of debt, excluding debt issuance costs and debt premiums and discounts. During the nine months ended March 31, 2025, we financed our operations and strategic investments through internally generated cash flows from operations and cash on hand. We expect to finance our future operations through our cash, operating cash flow, and borrowings under our debt arrangements. We have historically used excess cash and cash equivalents for organic investments, share repurchases, acquisitions and equity investments, and debt reduction. During the nine months ended March 31, 2025, we purchased and retired 714,667 of our ordinary shares for $56.9 million. We evaluate share repurchases, as any other use of capital, relative to our view of the impact on our intrinsic value per share compared against other opportunities. Supply Chain Financing Program. As part of our ongoing efforts to manage our liquidity, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. We facilitate a voluntary supply chain finance program through a financial intermediary to allow our suppliers to receive funds earlier than our contractual payment date. We do not believe there is a substantial risk that our payment terms will be shortened in the near future. Refer to Note 12 of the accompanying consolidated financial statements for additional information. Indefinitely Reinvested Earnings. As of March 31, 2025, a portion of our cash and cash equivalents were held by our subsidiaries, and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested were $91.0 million. We do not intend to repatriate these funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows. Contractual Obligations Contractual obligations at March 31, 2025 are as follows: In thousands Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating leases, net of subleases (1) $ 91,937 $ 22,708 $ 32,907 $ 19,855 $ 16,467 Purchase commitments 374,711 124,715 125,230 117,674 7,092 Senior secured credit facility and interest payments (2) 1,286,313 79,587 153,098 1,053,628 — 2032 Notes and interest payments 815,392 38,719 77,438 77,438 621,797 Other debt 7,208 3,275 3,888 45 — Finance leases, net of subleases (1) 37,616 8,542 11,244 6,597 11,233 Total (3) $ 2,613,177 $ 277,546 $ 403,805 $ 1,275,237 $ 656,589 ___________________ (1) Operating and finance lease payments above include only amounts which are fixed under lease agreements. Our leases may also incur variable expenses which are not reflected in the contractual obligations above. (2) Interest payments are based on the interest rate as of March 31, 2025 and assume all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. Senior secured credit facility and interest payments include the effects of interest rate swaps, whether they are expected to be payments or receipts of cash. (3) We may be required to make cash outlays related to our uncertain tax positions. However, due to the uncertainty of the timing of future cash flows associated with our uncertain tax positions, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, uncertain tax positions of $9.2 million as of March 31, 2025 have been excluded from the contractual obligations table above. See Note 9 in our accompanying consolidated financial statements for additional information on uncertain tax positions. 41 Operating Leases . We rent manufacturing facilities and office space under operating leases expiring on various dates through 2037. The terms of certain lease agreements require security deposits in the form of bank guarantees and letters of credit, with $2.7 million in the aggregate outstanding as of March 31, 2025. Purchase Commitments. At March 31, 2025, we had unrecorded commitments under contract of $374.7 million. Purchase commitments consisted of third-party cloud services of $247.6 million; third-party fulfillment and digital services of $76.1 million; software of $35.7 million; insurance costs of $5.8 million; professional and consulting fees of $3.7 million; production and computer equipment purchases of $3.0 million; production-related temporary labor of $1.7 million; and other commitments of $1.0 million. Senior Secured Credit Facility and Interest Payments. On September 26, 2024, we entered into an amendment to our Restated Credit Agreement to extend the maturity date of our senior secured revolving credit facility to September 26, 2029 and reduced the minimum credit spread on borrowing and the minimum commitment fee on unused balances, depending on our First Lien Leverage Ratio. Our $250.0 million senior secured revolving credit facility has $237.5 million unused as of March 31, 2025. There are no drawn amounts on the Revolving Credit Facility, but our outstanding letters of credit reduce our unused balance. Our unused balance can be drawn at any time so long as we are in compliance with our debt covenants, and if any loans made under the Revolving Credit Facility are outstanding on the last day of any fiscal quarter, then we are subject to a financial maintenance covenant that the First Lien Leverage Ratio (as defined in the Restated Credit Agreement) calculated as of the last day of such quarter shall not exceed 3.25 to 1.00. Any amounts drawn under the Revolving Credit Facility will be due on September 26, 2029. Interest payable included in the above table is based on the interest rate as of March 31, 2025 and assumes all Term SOFR-based revolving loan amounts outstanding will not be paid until maturity but that the term loan amortization payments will be made according to our defined schedule. As of March 31, 2025, we have borrowings under our Restated Credit Agreement of $1,075.5 million, consisting of the Term Loan B, which amortizes over the loan period, with a final maturity date of May 17, 2028. 2032 Senior Notes and Interest Payments. On September 26, 2024, we completed a private placement of $525.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes"). We used the net proceeds from the 2032 Notes, together with cash on hand, to redeem all of the outstanding 2026 Notes, and pay associated accrued interest and all related financing fees. Our $525.0 million 2032 Notes bear interest at a rate of 7.375% per annum and mature on September 15, 2032. Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year. Refer to Note 8 in the accompanying consolidated financial statements for additional information. Debt Covenants. The Restated Credit Agreement and the indenture that governs our 2032 Notes contain covenants that restrict or limit certain activities and transactions by Cimpress and our subsidiaries. As of March 31, 2025, we were in compliance with all covenants under our Restated Credit Agreement and the indenture governing our 2032 Notes. Refer to Note 8 in the accompanying consolidated financial statements for additional information. Other Debt. In addition, we have other debt which consists primarily of term loans acquired through our various acquisitions or used to fund certain capital investments. As of March 31, 2025, we had $7.2 million outstanding for those obligations that have repayments due on various dates through September 2027. Finance Leases. We lease certain facilities, machinery, and plant equipment under finance lease agreements that expire at various dates through 2037. The aggregate carrying value of the leased assets under finance leases included in property, plant and equipment, net in our consolidated balance sheet at March 31, 2025 is $29.3 million, net of accumulated depreciation of $32.4 million. The present value of lease installments not yet due included in other current liabilities and other liabilities in our consolidated balance sheet at March 31, 2025 amounts to $32.8 million. Additional Non-GAAP Financial Measures Adjusted EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above (which we refer to above as organic constant-currency revenue growth), are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. We do not, nor do we suggest, that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. 42 Adjusted EBITDA is defined as net (loss) income plus income tax expense plus (gain) loss on early extinguishment of debt plus interest expense, net plus other expense (income), net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets. In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries. Adjusted EBITDA is the primary profitability metric by which we measure our consolidated financial performance and is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, for acquisitions, we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill) provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP net income. Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by (used in) 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 that are included in net cash used in investing activities, plus the proceeds from sale of assets, payment of contingent consideration in excess of acquisition-date fair value, and gains on proceeds from insurance that are not included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business. Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows. The table below sets forth net (loss) income and adjusted EBITDA for the three and nine months ended March 31, 2025 and 2024: In thousands Three Months Ended March 31, Nine Months Ended March 31, 2025 2024 2025 2024 Net (loss) income $ (8,020) $ (5,181) $ 41,211 $ 59,642 Exclude expense (benefit) impact of: Income tax expense 12,144 10,610 42,290 35,527 (Gain) loss on early extinguishment of debt (19) — 498 (1,721) Interest expense, net 26,995 30,158 87,575 89,946 Other expense (income), net 9,441 3,651 (10,745) (2,377) Depreciation and amortization 34,300 37,072 105,057 116,103 Share-based compensation expense 12,684 18,397 42,690 48,499 Certain impairments and other adjustments 2,369 (328) 2,938 786 Restructuring-related charges 466 128 728 277 Include certain items that are a part of other income, net: Realized gains (losses) on currency derivatives (1) 340 (349) (1,517) 2,646 Adjusted EBITDA $ 90,700 $ 94,158 $ 310,725 $ 349,328 _________________ (1) These realized gains (losses) include only the impacts of certain currency derivative contracts that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting. Refer to Note 4 in our accompanying consolidated financial statements for further information. 43 The table below sets forth net cash provided by operating activities and adjusted free cash flow for the nine months ended March 31, 2025 and 2024: In thousands Nine Months Ended March 31, 2025 2024 Net cash provided by operating activities $ 190,598 $ 225,627 Purchases of property, plant and equipment (68,211) (44,425) Capitalization of software and website development costs (47,591) (43,379) Proceeds from the sale of assets 2,357 6,419 Adjusted free cash flow $ 77,153 $ 144,242