Shutterfly Announces Third Quarter 2009 Financial Results

October 28, 2009 4:02 PM EDT

Net revenues increase 13% year-over-year to $40.5 million

35th consecutive quarter of year-over year net revenue growth

GAAP net loss of ($0.25) per diluted share

Adjusted EBITDA1 of $2.0 million

REDWOOD CITY, Calif.--(BUSINESS WIRE)-- Shutterfly, Inc. (NASDAQ: SFLY), the leading Internet-based social expression and personal publishing service, today announced financial results for the three months ended September 30, 2009.

"Shutterfly delivered very solid third quarter results with better than expected revenue and EBITDA growth, despite an increasingly tough macro-economic environment," said President and Chief Executive Officer Jeffrey Housenbold. "During the quarter we launched the innovative Simple Path photo book creation experience, enhanced our cards and stationery offering and acquired Tiny Pictures. We also made strong progress on our commercial printing initiative and prepared our manufacturing facilities in Charlotte and Phoenix for the seasonally busy fourth quarter."

Third Quarter 2009 Financial Highlights

Net revenues totaled $40.5 million, a 13% year-over-year increase.

Third quarter 2009 represents the 35th consecutive quarter of year-over-year net revenue growth.

Personalized Products & Services2 net revenues totaled $23.6 million, a 22% year-over-year increase.

Personalized Products & Services net revenues represented 58% of total net revenues.

Net revenues from prints declined 6% year-over-year, to $15.6 million.

Commercial print net revenues totaled $1.2 million.

Existing customers generated 76% of total net revenues.

Gross profit margin was 47% of net revenues, compared to 49%3 in the third quarter of 2008.

Operating expenses, excluding $4.0 million of stock-based compensation, totaled $24.1 million.

GAAP net loss was ($6.3) million, compared to a net loss of ($2.8)3 million in the third quarter of 2008.

GAAP net loss per diluted share was ($0.25), compared to ($0.11)3 in the third quarter of 2008.

Adjusted EBITDA was $2.0 million, compared to $0.1 million in the third quarter of 2008.

At September 30, 2009, the Company had $111.6 million of cash, cash equivalents and short-term investments.

Third Quarter 2009 Operating Metrics

Transacting customers totaled 982,000, a 7% increase over the third quarter of 2008.

Orders totaled 1.7 million, a 3% increase over the third quarter of 2008.

Average order value4 was $23.03, a 6% increase over the third quarter of 2008.

Recent Operating Highlights

Introduced Shutterfly Simple Path creation experience that automatically makes photo books.

Acquired Tiny Pictures, a leading developer of mobile and social applications.

Launched our 2009 holiday cards and stationery collection including Shutterfly Support-a-Cause cards from organizations like LiveSTRONG and Special Olympics.

Enhanced Share Sites to include a solution for Youth Sports and announced partnerships with national and regional youth sports organizations.

Launched next generation of Shutterfly Video and iPhone application.

Named Brian Swette to the Board of Directors.

Business Outlook

The Company's current financial expectations for the fourth quarter and the full year 2009 are as follows:

Fourth Quarter 2009:

Net revenues to range from $102.6 million to $112.6 million, a year-over-year change of (4%) to 5%.

GAAP gross profit margins to range from 55% to 59% of net revenues.

Non-GAAP gross profit margins to range from 56% to 60% of net revenues.

GAAP operating income to range from $21 million to $27 million.

Non-GAAP operating income to range from $26 million to $32 million.

GAAP effective tax rate to range from 30% to 35%.

Non-GAAP effective tax rate to range from 30% to 35%.

GAAP diluted net loss per share to range from $0.55 to $0.66.

Non-GAAP diluted net loss per share to range from $0.68 to $0.78.

Weighted average diluted shares of approximately 27.2 million.

Adjusted EBITDA to range from $33 million to $39 million.

Full Year 2009:

Net revenues to range from $218 million to $228 million, a year-over-year change of 2% to 7%.

GAAP gross profit margins to range from 51% to 53% of net revenues.

Non-GAAP gross profit margins to range from 52% to 54% of net revenues.

GAAP operating loss to range from ($7) million to $0 million.

Non-GAAP operating income to range from $10 million to $16 million.

GAAP effective tax rate to range from 25% to 40%.

Non-GAAP effective tax rate to range from 30% to 35%.

GAAP diluted net income (loss) per share to range from a net loss of ($0.14) to net income of $0.01.

Non-GAAP diluted net income per share to range from $0.27 to $0.40.

Weighted average diluted shares of 25.8 million in net loss scenario to 26.8 million in net income scenario.

Adjusted EBITDA to range from 16% to 18% of net revenues.

Capital expenditures to range from $19 million to $21 million.

The foregoing financial guidance replaces any of the Company's previously issued guidance and all such previous guidance should no longer be relied upon.

Third Quarter 2009 Conference Call

Management will review the third quarter 2009 financial results and its expectations for the fourth quarter and full year 2009 on a conference call on Wednesday, October 28, 2009 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To listen to the call and view the accompanying slides, please visit http://www.shutterfly.com. In the Investor Relations area, found in the "About Us" section, click on the link provided for the webcast, or dial 719-325-4880. The webcast, as well as a podcast, will be archived and available at http://www.shutterfly.com. A replay of the conference call will be available through Wednesday, November 11, 2009. To hear the replay, please dial 719-457-0820, replay passcode 2471402.

About Non-GAAP Financial Information

The accompanying press release dated October 28, 2009, contains certain non-GAAP financial measures. Tables are provided in the 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 non-GAAP gross margins, non-GAAP operating income (loss) and the related operating income (loss) margins, non-GAAP income (loss) per share, adjusted EBITDA and free cash flow. When used in connection with historical results and forward-looking guidance, the non-GAAP financial measure Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation while free cash flow is defined as Adjusted EBITDA less purchases of property and equipment and capitalization of software and website development costs. For more information, please see Shutterfly's SEC Filings.

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

This media release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. These forward-looking statements include all statements regarding the Company's financial expectations for the fourth quarter and full year 2009 set forth under the caption "Business Outlook." The Company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that might contribute to such differences include, among others, economic downturns and the general state of the economy, our ability to expand our customer base; our ability to retain and hire necessary employees, including seasonal personnel, and appropriately staff our operations; the impact of seasonality on our business; our ability to develop on a timely basis, as well as consumer acceptance of, new products and services; our ability to develop additional adjacent lines of business; unforeseen changes in expense levels; and competition, which could lead to pricing pressure. For more information regarding the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements, as well as risks relating to our business in general, we refer you to the "Risk Factors" sections of the Company's Form 10-K for the year ended December 31, 2008, and the Company's other filings, which are available on the Securities and Exchange Commission's Web site at www.sec.gov. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information.

About Shutterfly

Founded in 1999, Shutterfly, Inc. is an Internet-based social expression and personal publishing service. Shutterfly provides high quality products and world class services that make it easy, convenient and fun for consumers to preserve their digital photos in a creative and thoughtful manner. Shutterfly's flagship product is its award-winning photo book line, which helps consumers celebrate memories and tell their stories in professionally bound coffee table books. More information about Shutterfly (NASDAQ: SFLY) is available at www.shutterfly.com. Shutterfly and Shutterfly.com are trademarks of Shutterfly, Inc.

1 Adjusted EBITDA is a non-GAAP financial measure that the Company defines as earnings before interest, taxes, depreciation, amortization and stock-based compensation.

2 Personalized Products and Services revenues primarily include photo books, stationery and folded greeting cards, calendars, photo-based merchandise. Commercial printing revenues are excluded from personalized products and services revenues.

3 As restated. See Form 8-K dated October 23, 2009 for details of the restatement which recorded an additional $1.1 million of stock-based compensation in FY 2008, of which $0.2 million is related to third quarter 2008.

4 Average order value excludes commercial printing revenue.


Shutterfly, Inc.

Condensed Consolidated
Statements of Operations

(In thousands, except per
share amounts)

(Unaudited)

                           Three Months Ended         Nine Months Ended

                           September 30,              September 30,

                             2009        2008           2009         2008

                                       (As restated)               (As restated)

Net revenues               $ 40,495    $ 35,953       $ 115,365    $ 105,738

Cost of net revenues (1)     21,420      18,451         61,161       53,777

Gross profit                 19,075      17,502         54,204       51,961

Operating expenses (1):

Technology and               11,390      9,689          33,347       28,796
development

Sales and marketing          9,377       10,138         26,075       26,936

General and                  7,363       6,901          22,642       22,299
administrative

Total operating expenses     28,130      26,728         82,064       78,031

Loss from operations         (9,055 )    (9,226 )       (27,860 )    (26,070 )

Interest expense             (22    )    (100   )       (136    )    (185    )

Interest and other           74          455            681          2,514
income, net

Loss before income taxes     (9,003 )    (8,871 )       (27,315 )    (23,741 )

Benefit from income taxes    2,657       6,071          9,083        13,032

Net loss                   $ (6,346 )  $ (2,800 )     $ (18,232 )  $ (10,709 )

Net loss per share -       $ (0.25  )  $ (0.11  )     $ (0.72   )  $ (0.43   )
basic and diluted

Weighted-average shares
outstanding - basic and      25,517      25,067         25,303       25,020
diluted

(1) Stock-based
compensation is allocated
as follows:

Cost of net revenues       $ 119       $ 109          $ 297        $ 301

Technology and               1,077       654            2,292        1,693
development

Sales and marketing          955         696            2,428        1,733

General and                  2,005       1,216          4,778        3,327
administrative

                           $ 4,156     $ 2,675        $ 9,795      $ 7,054




Shutterfly, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par value amounts)

(Unaudited)

                                                   September 30,  December 31,

                                                     2009           2008

                                                                  (As restated)

ASSETS

Current assets:

Cash and cash equivalents                          $ 63,250       $ 88,164

Short-term investments                               48,375         -

Accounts receivable, net                             3,607          5,992

Inventories                                          3,316          3,610

Deferred tax asset, current portion                  1,030          1,194

Prepaid expenses and other current assets            15,703         4,749

Total current assets                                 135,281        103,709

Long-term investments                                -              52,250

Property and equipment, net                          43,217         48,108

Goodwill and intangible assets, net                  13,872         14,547

Deferred tax asset, net of current portion           11,759         12,266

Other assets                                         4,719          2,417

Total assets                                       $ 208,848      $ 233,297

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable                                   $ 6,265        $ 11,214

Accrued liabilities                                  11,442         24,712

Deferred revenue                                     8,916          9,461

Current portion of capital lease obligations         9              90

Total current liabilities                            26,632         45,477

Other liabilities                                    1,613          1,001

Capital lease obligations, less current portion      8              17

Total liabilities                                    28,253         46,495

Stockholders' equity

Common stock, $0.0001 par value; 100,000 shares
authorized; 25,651 and

25,138 shares issued and outstanding on September
30, 2009 and

December 31, 2008, respectively                      3              2

Additional paid-in-capital                           215,926        203,902

Accumulated deficit                                  (35,334 )      (17,102 )

Total stockholders' equity                           180,595        186,802

Total liabilities and stockholders' equity         $ 208,848      $ 233,297




Shutterfly, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

                                                      Nine Months Ended

                                                      September 30,

                                                        2009         2008

                                                                   (As restated)

Cash flows from operating activities:

Net loss                                              $ (18,232 )  $ (10,709 )

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

Depreciation and amortization                           18,844       17,463

Amortization of intangible assets                       1,491        1,370

Stock-based compensation                                9,795        7,054

Loss on disposal of property and equipment              79           308

Deferred income taxes                                   703          (10,123 )

Changes in operating assets and liabilities:

Accounts receivable, net                                2,389        1,336

Inventories                                             294          1,518

Prepaid expenses and other current assets               (10,700 )    (3,553  )

Other assets                                            (2,421  )    352

Accounts payable                                        (5,083  )    (2,758  )

Accrued and other liabilities                           (14,737 )    (6,086  )

Deferred revenue                                        (546    )    468

Net cash used in operating activities                   (18,124 )    (3,360  )

Cash flows from investing activities:

Acquisition of business and intangibles, net of cash    (796    )    (10,098 )
acquired

Purchases of property and equipment                     (8,272  )    (16,760 )

Capitalization of software and website development      (3,032  )    (3,239  )
costs

Proceeds from sale of short term investments            -            3,002

Proceeds from sale of equipment                         -            6

Purchase of auction rate securities                     -            (52,250 )

Proceeds from the sale of auction rate securities       3,875        -

Net cash used in investing activities                   (8,225  )    (79,339 )

Cash flows from financing activities:

Principal payments of capital lease obligations         (90     )    (378    )

Proceeds from issuance of common stock upon exercise    2,139        1,130
of stock options

Shares withheld for payment of employee's               (1,041  )    -
withholding tax liability

Tax benefit of stock options recorded in additional     427          -
paid-in capital

Net cash provided by financing activities               1,435        752

Net increase in cash and cash equivalents               (24,914 )    (81,947 )

Cash and cash equivalents, beginning of period          88,164       122,582

Cash and cash equivalents, end of period              $ 63,250     $ 40,635

Supplemental schedule of non-cash investing
activities

Accrued property and equipment liability                1,524        -

Escrow liability from acquisition of business           150          -




Shutterfly, Inc.

User Metrics Disclosure

                             Three Months Ended

                             September 30,

                             2009                 2008

User Metrics

Customers                    981,670              916,195

year-over-year growth        7%                   9%

Orders                       1,704,591            1,656,050

year-over-year growth        3%                   0%

Average order value(1)       $23.03               $21.71

year-over-year growth        6%                   11%

Average orders per customer  1.7x                 1.8x

(1) Average order value excludes commercial print revenue




Shutterfly, Inc.

Reconciliation of Forward-Looking Guidance for Non-GAAP Financial Measures to
GAAP Measures

(In millions, except per share amounts)

                       Forward-Looking Guidance

                       GAAP                                  Non-GAAP

                       Range of Estimate  Adjustments        Range of Estimate

                       From     To        From   To          From    To

 Three Months Ending
 December 31, 2009

 Net revenues          $102.6   $112.6    -      -           $102.6  $112.6

 Gross profit margin   55%      59%       1%            [a]  56%     60%

 Operating income      $21      $27       $5            [b]  $26     $32

 Operating margin      20%      24%       5%     4%     [b]  25%     28%

 Stock-based           $4.5     $4.5      $4.5   $4.5        -       -
 compensation

 Amortization of       $0.6     $0.6      $0.6   $0.6        -       -
 intangible assets

 Adjusted EBITDA*                                            $33.0   $39.0

 Diluted income per    $0.55    $0.66     $0.13  $0.12  [c]  $0.68   $0.78
 share

 Diluted shares        27.2     27.2      -      -           27.2    27.2

 Effective tax rate    30%      35%       0%     0%     [d]  30%     35%

 Twelve Months Ending
 December 31, 2009

 Net revenues          $218.0   $228.0    -      -           $218.0  $228.0

 Gross profit margin   51%      53%       1%            [e]  52%     54%

 Operating income      ($7)     $0        $17.0  $16.0  [f]  $10     $16
 (loss)

 Operating margin      (3%)     0%        8%     7%     [f]  5%      7%

 Stock-based           $14.3    $14.3     $14.3  $14.3       -       -
 compensation

 Amortization of       $2.1     $2.1      $2.1   $2.1        -       -
 intangible assets

 Adjusted EBITDA*                                            $35     $41

 Adjusted EBITDA*                                            16%     18%
 margin

 Diluted earnings      ($0.14)  $0.01     $0.41  $0.39  [g]  $0.27   $0.40
 (loss) per share

 Diluted shares        25.8     26.8      1.0    -           26.8    26.8

 Effective tax rate    40%      25%       (10%)  10%    [h]  30%     35%

 Capital expenditures  $19.0    $21.0                        $19.0   $21.0

*Adjusted EBITDA is a non-GAAP financial measure defined as earnings before
interest, taxes, depreciation, amortization and stock-based compensation.

[a]Reflects estimated adjustments for stock-based compensation expense of
approximately $100k and amortization of purchased intangible assets of
approximately $600k.

[b]Reflects estimated adjustments for stock-based compensation expense of
approximately $4.5 million and amortization of purchased intangible assets of
approximately $600k.

[c]Reflects the estimated adjustments in item [b] and the income tax impact
related to these adjustments.

[d]Reflects the estimated adjustments to the effective tax rate based on the
adjustments in item [b].

[e]Reflects estimated adjustments for stock-based compensation expense of
approximately $400k and amortization of purchased intangible assets of
approximately $2.1 million.

[f]Reflects estimated adjustments for stock-based compensation expense of
approximately $14.3 million and amortization of purchased intangible assets of
approximately $2.1 million.

[g]Reflects the estimated adjustments in item [f] and the income tax impact
related to these adjustments.

[h]Reflects the estimated adjustments to the effective tax rate based on the
adjustments in item [f].




Shutterfly,
Inc.

Reconciliation of GAAP
Gross Profit Margin to
Non-GAAP Gross Profit
Margin

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009       2008*

GAAP gross      $ 16,401     $ 18,058     $ 17,502     $ 65,306     $ 16,340     $ 18,789     $ 19,075     $ 117,267
profit

Stock-based
compensation
expense within    92           101          109          70           95           82           119          372
cost of net
revenues

Amortization
of intangible
assets within     367          367          367          368          367          394          460          1,469
cost of net
revenues

Non-GAAP gross  $ 16,860     $ 18,526     $ 17,978     $ 65,744     $ 16,802     $ 19,265     $ 19,654     $ 119,108
profit

Non-GAAP gross    49     %     52     %     50     %     61      %    47     %     50     %     49     %     56      %
profit margin

Reconciliation of GAAP
Operating Margin to
Non-GAAP Operating Margin

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009         2008

GAAP operating  $ (8,672 )   $ (8,172 )   $ (9,226 )   $ 28,676     $ (9,396 )   $ (9,408 )   $ (9,055 )   $ 2,606
income (loss)

Stock-based
compensation      2,058        2,321        2,676        2,695        2,804        2,834        4,156        9,750
expense

Amortization
of intangible     457          457          457          456          457          484          550          1,827
assets

Non-GAAP
operating       $ (6,157 )   $ (5,394 )   $ (6,093 )   $ 31,827     $ (6,135 )   $ (6,090 )   $ (4,349 )   $ 14,183
income (loss)

Non-GAAP
operating         (18    %)    (15    %)    (17    %)    30      %    (17    %)    (16    %)    (11    %)    7       %
margin

Reconciliation of GAAP Net
Income to Non-GAAP Net
Income

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009       2008*

GAAP net        $ (3,763 )   $ (4,146 )   $ (2,800 )   $ 14,369     $ (6,232 )   $ (5,654 )   $ (6,346 )   $ 3,660
income (loss)

Stock-based
compensation      2,058        2,321        2,676        2,695        2,804        2,834        4,156        9,750
expense

Amortization
of intangible     457          457          457          456          457          484          550          1,827
assets

Income taxes
associated
with certain      (1,703 )     (1,523 )     (3,202 )     3,068        (1,168 )     (1,190 )     (1,255 )     (3,360  )
non-GAAP
entries

Non-GAAP net    $ (2,951 )   $ (2,891 )   $ (2,869 )   $ 20,588     $ (4,139 )   $ (3,526 )   $ (2,895 )   $ 11,877
income (loss)

Diluted net
income per
share:

GAAP              ($0.15 )     ($0.17 )     ($0.11 )   $ 0.56         ($0.25 )     ($0.22 )     ($0.25 )   $ 0.14

Non-GAAP          ($0.12 )     ($0.12 )     ($0.11 )   $ 0.81         ($0.16 )     ($0.14 )     ($0.11 )   $ 0.46

Shares used in
GAAP and
non-GAAP
diluted net       24,949       25,045       25,067       25,455       25,148       25,246       25,517       25,787
income
per-share
calculation

Reconciliation
of GAAP to
Non-GAAP
Effective Tax
Rate

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009       2008*

GAAP benefit
(provision)     $ 3,590      $ 3,371      $ 6,071      $ (14,604 )  $ 2,928      $ 3,497      $ 2,657      $ (1,572  )
for income
taxes

Income taxes
associated
with certain      (1,703 )     (1,523 )     (3,202 )     3,068        (1,168 )     (1,190 )     (1,255 )     (3,360  )
non-GAAP
entries

Non-GAAP
benefit
(provision)     $ 1,887      $ 1,848      $ 2,869      $ (11,536 )  $ 1,760      $ 2,307      $ 1,402      $ (4,932  )
for income
taxes

GAAP income
(loss) before   $ (7,353 )   $ (7,517 )   $ (8,871 )   $ 28,973     $ (9,160 )   $ (9,152 )   $ (9,003 )   $ 5,232
income taxes

Stock-based
compensation      2,058        2,321        2,676        2,695        2,804        2,834        4,156        9,750
expense

Amortization
of intangible     457          457          457          456          457          484          550          1,827
assets

Non-GAAP
income (loss)   $ (4,838 )   $ (4,739 )   $ (5,738 )   $ 32,124     $ (5,899 )   $ (5,834 )   $ (4,297 )   $ 16,809
before income
taxes

GAAP Effective    49     %     45     %     68     %     50      %    32     %     38     %     30     %     30      %
tax rate

Non-GAAP
effective tax     39     %     39     %     50     %     36      %    30     %     40     %     33     %     29      %
rate

Shutterfly,
Inc.

Reconciliation
of Non-GAAP
Adjusted
EBITDA

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009       2008*

Income (loss)
from            $ (8,672 )   $ (8,172 )   $ (9,226 )   $ 28,676     $ (9,396 )   $ (9,408 )   $ (9,055 )   $ 2,606
Operations

Add back:

Depreciation
and               5,885        6,266        6,682        7,205        6,706        6,779        6,850        26,038
amortization

Stock-based
compensation      2,058        2,321        2,676        2,695        2,804        2,834        4,156        9,750
expense

Non-GAAP
Adjusted        $ (729   )   $ 415        $ 132        $ 38,576     $ 114        $ 205        $ 1,951      $ 38,394
EBITDA

Reconciliation of Non-GAAP
Adjusted EBITDA to Free
Cash Flows

(In thousands)

(Unaudited)

* As restated                                                                                              Year Ended

                Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,     Mar. 31,     Jun. 30,     Sep. 30,     Dec. 31,

                2008*        2008*        2008*        2008*          2009         2009         2009       2008*

Non-GAAP
Adjusted        $ (729   )   $ 415        $ 132        $ 38,576     $ 114        $ 205        $ 1,951      $ 38,394
EBITDA

Less:
Purchases of      (7,930 )     (3,840 )     (4,990 )     (1,460  )    (4,158 )     (1,826 )     (3,811 )     (18,220 )
property and
equipment

Less:
Capitalized
technology &      (848   )     (1,410 )     (981   )     (1,288  )    (824   )     (1,114 )     (1,094 )     (4,527  )
development
costs

Free cash       $ (9,507 )   $ (4,835 )   $ (5,839 )   $ 35,828     $ (4,868 )   $ (2,735 )   $ (2,954 )   $ 15,647
flows




    Source: Shutterfly, Inc.


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