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Form 8-K CAFEPRESS INC. For: Aug 04

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August 4, 2016 4:22 PM EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report: August 4, 2016
(Date of earliest event reported)
CAFEPRESS INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-35468
 
94-3342816
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. employer
identification number)
 
 
 
 
 
11909 Shelbyville Road, Louisville, Kentucky 40243
(Address of principal executive offices, including zip code)
(502) 995-2258
(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02
Results of Operations and Financial Condition.
On August 4, 2016, CafePress Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended June 30, 2016. The full text of the press release is furnished as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, regardless of any general incorporation language contained in such filing
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
            
Exhibit No. 
Description
99.1
Press Release of CafePress Inc. dated August 4, 2016.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:
August 4, 2016
CafePress Inc.
 
 
 
 
 
 
By:
 
/s/ Garett Jackson
 
 
 
 
Garett Jackson
Chief Financial Officer





Exhibit 99.1
CafePress Reports Results for Second Quarter 2016

Fifth Consecutive Quarter of Year over Year Gross Profit Margin Improvement


 LOUISVILLE, Ky., August 4, 2016 - CafePress Inc. (NASDAQ: PRSS) today reported financial results for the three months ended June 30, 2016.
Management Commentary
“Within the second quarter CafePress continued to execute on the optimization phase of our turnaround strategy. We substantially reduced our year-over-year revenue decline, maintained strong gross and contribution margin levels for the fifth consecutive quarter, and continued to invest in the strategic priorities designed to enhance our customer experience," commented Fred Durham, Chief Executive Officer. “Our priorities for the remainder of 2016 continue to be focusing on profitable growth channels, optimizing the customer experience, and revitalizing our customer relationships to enhance lifetime value.”

Second Quarter 2016 Financial Highlights1 
•
Net revenues totaled $19.8 million, compared to $21.8 million in the second quarter of 2015.
•
Gross profit margin was 41.4% of net revenues, compared to 40.8% in the second quarter of 2015.
•
GAAP net loss from continuing operations was $(23.0) million, or $(1.37) per diluted share, inclusive of a $20.9 million one-time non-cash impairment charge on goodwill, compared to a net loss of $(1.1) million, or $(0.06) per diluted share, in the second quarter of 2015.
•
Non-GAAP Adjusted EBITDA from continuing operations was $(1.0) million, compared to Adjusted EBITDA of $0.7 million in the second quarter of 2015.
•
Non-GAAP Contribution margin was 28.9% of net revenues, compared to 29.4% in the second quarter of 2015.
•
Non-GAAP net loss from continuing operations was $(1.3) million, or $(0.08) per diluted share, compared to a non-GAAP net loss of $(0.5) million, or $(0.03) per diluted share in the second quarter of 2015.

Cash and Share Repurchase Activity 
•
Within the second quarter, the company repurchased approximately 98,000 shares of common stock totaling $0.3 million.
•
Since authorization of the program in the second quarter of 2015, the company has repurchased a total of approximately 1,078,000 shares of common stock totaling $4.7 million.
•
At June 30, 2016, cash, cash equivalents, and short-term investments totaled $38.4 million, or approximately $2.29 per share.




Second Quarter 2016 Operating Metrics 
•
Average Order Value (AOV) was $34, down 5% year-over-year.
•
Orders totaled 0.6 million, a 3% year-over-year decline.


Goodwill Impairment Charge
The company conducted a goodwill impairment test during the second quarter. The results of that test indicated a full impairment of goodwill. Accordingly, a non-cash impairment charge of $20.9 million was recorded during the second quarter. The Company will provide additional disclosure on this topic in its forthcoming Form 10-Q.


1Continuing operations includes results from CafePress.com and Retail Partners Channels. The Financial Highlights, Operating Metrics, and accompanying tables reflect the results of the Company’s divestitures of its Art, Logo, and EZ Prints businesses in discontinued operations for all periods presented.

Please see “Non-GAAP Financial Information” for definitions of the terms Non-GAAP Adjusted EBITDA, Non-GAAP Contribution margin, Non-GAAP net loss and Non-GAAP net loss per diluted share.


Second Quarter 2016 Conference Call
Management will review the second quarter 2016 financial results on a conference call on Thursday, August 4, 2016 at 5:00 p.m. Eastern Time. To participate on the live call, analysts and investors should dial 1-888-576-4387 or 719-325-2454 at least ten minutes prior to the call. CafePress will also offer a live and archived webcast of the conference call, accessible from the “Investors” section of the Company’s Web site at http://investor.cafepress.com/.
Non-GAAP Financial Information
This press release contains certain non-GAAP financial measures. Tables are provided at the end of this press release that reconcile the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include Adjusted EBITDA, contribution margin, non-GAAP loss, and non-GAAP loss per diluted share. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, please see the information provided at the end of this press release.
To supplement the Company's consolidated financial statements presented on a GAAP basis, we believe that these non-GAAP measures provide useful information about the Company's core operating results and thus are appropriate to enhance the overall understanding of the Company's past financial performance and its prospects for the future. These adjustments to the Company's GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company's underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate the Company's financial results, develop budgets, manage expenditures, and determine employee compensation. The presentation of additional information is not meant to be considered in isolation or as a substitute for or superior to net income (loss) or net income (loss) per share determined in accordance with GAAP.




Notice Regarding Forward Looking Statements
Information set forth in this news release contains various "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. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements are made pursuant to the Act.
The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "seek," "should," "will," and similar words, although some forward-looking statements are expressed differently. Examples of forward looking statements include: our priorities for the remainder of 2016. Important factors that could cause actual results to differ materially from expectations include, among others, the following: the effect of global economic conditions, including any disruptions in the credit markets; a decrease in consumers' discretionary income; additional taxes and fees; the loss of key personnel; the effect (including possible increases in the cost of doing business) resulting from catastrophic events, including future war and terrorist activities or political uncertainties, or the impact of natural or other disasters on our operations and our ability to obtain insurance recoveries in respect of such losses (including losses related to business interruption); the impact of work stoppages and other labor problems on current and future operations; our ability to comply with governmental regulation and/or other legal obligations related to the privacy of personal information and other data, including the improper disclosure thereof; the impact of system failures or damage from natural disasters, power loss, telecommunications failures, cyber-attacks, or other unforeseen events; the impact of security breaches, computer viruses and hacking attacks on our business and operations; our ability to respond to rapid technological changes in a timely manner; our ability to prevent payment related risks, such as fraudulent use of credit or debit cards; our ability to maintain customer confidence in the integrity of our business; our ability to operate www.cafepress.com in an evolving and highly competitive market segment; our ability to secure new or ongoing content from third party partners; our ability to provide a high-quality customer experience with minimal programming errors, flows and/or technical difficulties; our ability to adequately protect our intellectual property; our ability to maintain or hire additional personnel; and the volatility of our stock price. For more information regarding the risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein, we refer you to the "Risk Factors" sections of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 as filed with the Securities and Exchange Commission, and in other reports we file with the Securities and Exchange Commission from time to time, which are available on the Securities and Exchange Commission's Website at www.sec.gov.

About CafePress (PRSS):
CafePress is the world’s best online gift shop that has the perfect item for every passion. Our catalog of more than 1 billion uniquely designed products - ranging from apparel to drinkware and home décor - allows our customers to express themselves and connect with others by bringing passions to life through unique items. In addition, our interactive design tools allow customers to personalize items or create their own unique items. CafePress was founded in 1999 and is headquartered in Louisville, Kentucky. For more information, visit www.cafepress.com or connect with us on Facebook , Twitter , Pinterest or Instagram.





Media Relations:
CafePress Inc.
Meghan Marshall
804-461-9401
Investor Relations:
The Blueshirt Group
Whitney Kukulka
415-489-2187





CafePress Inc.
Condensed Consolidated Statement of Operations
(In thousands, except per share amounts)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net revenues
$
19,841

 
$
21,764

 
$
37,919

 
$
45,340

Cost of net revenues
11,622

 
12,876

 
22,265

 
27,750

Gross profit
8,219

 
8,888

 
15,654

 
17,590

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
4,320

 
4,195

 
8,932

 
9,611

Technology and development
3,316

 
2,792

 
6,500

 
5,989

General and administrative
3,036

 
3,194

 
5,672

 
6,341

Impairment charges
20,899

 
—

 
20,899

 
—

Restructuring costs
—

 
526

 
—

 
526

Total operating expenses
31,571

 
10,707

 
42,003

 
22,467

Loss from operations
(23,352
)
 
(1,819
)
 
(26,349
)
 
(4,877
)
Interest income
41

 
17

 
74

 
22

Interest expense
(12
)
 
(13
)
 
(26
)
 
(27
)
Other (expense) income, net
(58
)
 
23

 
(63
)
 
65

Loss before income taxes
(23,381
)
 
(1,792
)
 
(26,364
)
 
(4,817
)
Benefit from income taxes
(402
)
 
(718
)
 
(404
)
 
(1,413
)
Net loss from continuing operations
(22,979
)
 
(1,074
)
 
(25,960
)
 
(3,404
)
(Loss) income from discontinued operations, net of tax
—

 
(7,704
)
 
—

 
6,808

Net (loss) income
$
(22,979
)
 
$
(8,778
)
 
$
(25,960
)
 
$
3,404

Net (loss) income per share of common stock:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
(1.37
)
 
$
(0.06
)
 
$
(1.55
)
 
$
(0.19
)
Discontinued operations
$
—

 
$
(0.44
)
 
$
—

 
$
0.39

Diluted:
 
 
 
 
 
 
 
Continuing operations
$
(1.37
)
 
$
(0.06
)
 
$
(1.55
)
 
$
(0.19
)
Discontinued operations
$
—

 
$
(0.44
)
 
$
—

 
$
0.39

Shares used in computing net (loss) income per share of common stock:
 
 
 
 
 
 
 
Basic
16,742

 
17,455

 
16,775

 
17,468

Diluted
16,769

 
17,455

 
16,808

 
17,531

 





CafePress Inc.
Condensed Consolidated Balance Sheet
(In thousands, except par value amounts)
(Unaudited)
 
 
June 30,
2016
 
December 31,
2015
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
15,330

 
$
32,663

Short-term investments
23,066

 
17,610

Accounts receivable
614

 
680

Inventory, net
2,793

 
3,850

Deferred costs
626

 
619

Restricted cash
—

 
3,417

Prepaid expenses and other current assets
3,360

 
2,413

Total current assets
45,789

 
61,252

Property and equipment, net
10,055

 
8,624

Goodwill
—

 
20,899

Other assets
705

 
608

TOTAL ASSETS
$
56,549

 
$
91,383

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
1,387

 
$
3,938

Accrued royalties payable
2,290

 
4,292

Accrued liabilities
6,457

 
10,701

Deferred revenue
929

 
864

Capital lease obligation, current
583

 
565

Total current liabilities
11,646

 
20,360

Capital lease obligation, non-current
50

 
347

Other long-term liabilities
218

 
353

TOTAL LIABILITIES
11,914

 
21,060

Commitments and Contingencies
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.0001 par value: 10,000 shares authorized as of June 30, 2016 and December 31, 2015; none issued and outstanding
—

 
—

Common stock, $0.0001 par value: 500,000 shares authorized and 16,707 and 16,766 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
2

 
2

Treasury stock
—

 
(203
)
Additional paid-in capital
99,413

 
99,344

Accumulated deficit
(54,780
)
 
(28,820
)
TOTAL STOCKHOLDERS’ EQUITY
44,635

 
70,323

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
56,549

 
$
91,383









CafePress Inc.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
 
 
Six Months Ended June 30,
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
Net (loss) income
$
(25,960
)
 
$
3,404

Adjustments to reconcile net (loss) income to net cash used in operating activities:
 
 
 
Depreciation and amortization
2,140

 
3,816

Amortization of intangible assets
—

 
1,229

(Gain) loss on disposal of fixed assets
(16
)
 
217

Stock-based compensation
746

 
891

Goodwill impairment
20,899

 
—

Impairment charges — assets held for sale
—

 
7,311

Gain on sale of businesses
—

 
(17,062
)
Deferred income taxes
(350
)
 
(140
)
Changes in operating assets and liabilities, net of effect of divestitures:
 
 
 
Accounts receivable
66

 
2,215

Inventory
1,057

 
1,858

Prepaid expenses and other current assets
(954
)
 
957

Other assets
7

 
124

Accounts payable
(2,668
)
 
(6,717
)
Partner commissions payable
—

 
(2,003
)
Accrued royalties payables
(2,002
)
 
(2,404
)
Accrued and other liabilities
(4,146
)
 
(5,757
)
Assets and liabilities held for sale
—

 
(1,849
)
Deferred revenue
65

 
(1,153
)
Net cash used in operating activities
(11,116
)
 
(15,063
)
Cash Flows from Investing Activities:
 
 
 
Purchase of short-term investments
(9,920
)
 
(14,424
)
Proceeds from maturities of short-term investments
4,464

 
—

Purchase of property and equipment
(2,263
)
 
(377
)
Capitalization of software and website development costs
(1,172
)
 
(1,349
)
Proceeds from disposal of fixed assets
29

 
—

Change in restricted cash
3,417

 
(3,417
)
Proceeds from sale of businesses, net of expenses paid
—

 
37,653

Net cash (used in) provided by investing activities
(5,445
)
 
18,086

Cash Flows from Financing Activities:
 
 
 
Principal payments on capital lease obligations
(279
)
 
(223
)
Proceeds from exercise of common stock options
5

 
390

Repurchases of common stock
(498
)
 
(2,287
)
Net cash used in financing activities
(772
)
 
(2,120
)
Change in cash of discontinued operations
—

 
424

Net (decrease) increase in cash and cash equivalents
(17,333
)
 
1,327

Cash and cash equivalents — beginning of period
32,663

 
26,971

Cash and cash equivalents — end of period
$
15,330

 
$
28,298

Supplemental Disclosures of Cash Flow Information:
 
 
 
Cash paid for interest
$
26

 
$
43

Income taxes paid during the period
17

 
81

Non-cash Investing and Financing Activities:
 
 
 
Accrued purchases of property and equipment
160

 
2






Stock-based compensation included in continuing operations is allocated as follows (unaudited):
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Cost of net revenues
$
12

 
$
42

 
$
36

 
$
82

Sales and marketing
78

 
100

 
137

 
194

Technology and development
29

 
32

 
58

 
103

General and administrative
349

 
249

 
515

 
473

Total stock-based compensation expense
$
468

 
$
423

 
$
746

 
$
852






CafePress Inc.
Reconciliation of GAAP Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA from Continuing Operations
(In thousands)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Net loss from continuing operations
$
(22,979
)
 
$
(1,074
)
 
$
(25,960
)
 
$
(3,404
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Interest and other (income) expense
29

 
(27
)
 
15

 
(60
)
Benefit from income taxes
(402
)
 
(718
)
 
(404
)
 
(1,413
)
Depreciation and amortization
1,032

 
1,593

 
2,140

 
3,259

Stock-based compensation
468

 
423

 
746

 
852

Impairment charges
20,899

 
—

 
20,899

 
—

Restructuring costs
—

 
526

 
—

 
526

Adjusted EBITDA*
$
(953
)
 
$
723

 
$
(2,564
)
 
$
(240
)

*
Adjusted EBITDA is a non-GAAP financial measure which we define as net income (loss) from continuing operations less interest and other income (expense), provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, impairment charges, and restructuring costs.





CafePress Inc.
Definition of Non-GAAP Contribution Margin from Continuing Operations
(In thousands)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Net revenues
$
19,841

 
100
 %
 
$
21,764

 
100
 %
 
$
37,919

 
100
 %
 
$
45,340

 
100
 %
Cost of net revenues
11,622

 
59

 
12,876

 
59

 
22,265

 
59

 
27,750

 
61

Gross profit
8,219

 
41

 
8,888

 
41

 
15,654

 
41

 
17,590

 
39

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add: Stock-based compensation
12

 
—

 
42

 
—

 
36

 
—

 
82

 
—

Less: Variable sales and marketing costs
(2,506
)
 
(13
)
 
(2,521
)
 
(12
)
 
(5,086
)
 
(13
)
 
(5,995
)
 
(13
)
Contribution margin (from continuing operations)
$
5,725

 
29
 %
 
$
6,409

 
29
 %
 
$
10,604

 
28
 %
 
$
11,677

 
26
 %

*
Contribution margin is a non-GAAP financial measure which we define as gross profit from continuing operations plus stock-based compensation included in cost of net revenues less variable sales and marketing costs.






CafePress Inc.
Reconciliation of GAAP Operating Loss from Continuing Operations to Non-GAAP Operating Loss from Continuing Operations
(In thousands)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Operating loss from continuing operations
$
(23,352
)
 
$
(1,819
)
 
$
(26,349
)
 
$
(4,877
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation
468

 
423

 
746

 
852

Impairment charges
20,899

 
—

 
20,899

 
—

Restructuring costs
—

 
526

 
—

 
526

Non-GAAP operating loss from continuing operations
$
(1,985
)
 
$
(870
)
 
$
(4,704
)
 
$
(3,499
)





CafePress Inc.
Reconciliation of GAAP Net Loss from Continuing Operations to Non-GAAP Net Loss from Continuing Operations and Non-GAAP Loss from Continuing Operations per Basic and Diluted Share
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Loss from continuing operations before tax
$
(23,381
)
 
$
(1,792
)
 
$
(26,364
)
 
$
(4,817
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
Stock-based compensation
468

 
423

 
746

 
852

Impairment charges
20,899

 
—

 
20,899

 
—

Restructuring costs
—

 
526

 
—

 
526

Non-GAAP loss before tax
(2,014
)
 
(843
)
 
(4,719
)
 
(3,439
)
Benefit from income taxes *
(711
)
 
(299
)
 
(1,666
)
 
(1,221
)
Non-GAAP net loss from continuing operations
$
(1,303
)
 
$
(544
)
 
$
(3,053
)
 
$
(2,218
)
 
 
 
 
 
 
 
 
Non-GAAP net loss from continuing operations per share:
 
 
 
 
 
 
 
Basic and diluted
$
(0.08
)
 
$
(0.03
)
 
$
(0.18
)
 
$
(0.13
)
Shares used in computing Non-GAAP net loss from continuing operations per share:
 
 
 
 
 
 
 
Basic and diluted
16,742

 
17,455

 
16,775

 
17,468


*
Benefit from income tax is calculated by multiplying the Non-GAAP loss before tax by the statutory federal and state income tax rates.





CafePress Inc.
User Metrics Disclosure
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
User Metrics
 
 
 
 
 
 
 
Orders
589,046

 
608,956

 
1,124,216

 
1,225,894

year-over-year change
-3
 %
 
-17
 %
 
-8
 %
 
-11
 %
Average Order Value
$
34

 
$
36

 
$
34

 
$
36

year-over-year change
-5
 %
 
-9
 %
 
-6
 %
 
-11
 %



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