Form 8-K SHUTTERFLY INC For: Oct 29

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October 29, 2014 5:25 PM EDT

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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 Exchange Act of 1934

�

Date of Report (Date of Earliest Event Reported): October 29, 2014

�

Shutterfly, Inc.

(Exact Name of the Registrant as Specified in Its Charter)

�

Delaware

(State or Other Jurisdiction of Incorporation)

001-33031	�	94-3330068
(Commission File Number)	�	(IRS Employer Identification No.)
�	�
2800 Bridge Parkway Redwood City, California	�	94065
(Address of Principal Executive Offices)	�	(Zip Code)

(650) 610-5200

(Registrants 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)

[��] 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 October 29, 2014, Shutterfly, Inc. (Shutterfly) issued a press release announcing its financial results for the�third quarter ended September 30, 2014.

This press release is being furnished as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by this reference.

The information in this report, including the exhibit hereto, is furnished and is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section.��The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of Shutterfly under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

�

Use of Non-GAAP Financial Information

�

Shutterfly has supplemented the financial measures contained in the attached press release that are provided in accordance with generally accepted accounting principles (GAAP) with non-GAAP financial measures. Shutterfly believes that these non-GAAP financial measures provide useful information about its core operating results and thus are appropriate to enhance the overall understanding of its past financial performance and its prospects for the future. These adjustments to Shutterflys GAAP results are made with the intent of providing both management and investors a more complete understanding of Shutterflys underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate Shutterflys financial results, develop budgets, manage expenditures and determine employee compensation.�The methods used by Shutterfly to produce non-GAAP financial results may differ from the methods used by other companies.��Shutterflys reference to these non-GAAP financial results should be considered in addition to results that are prepared under current accounting standards but should not be considered as a substitute for, or superior to, the financial results that are presented as consistent with GAAP.��Reconciliation to the nearest GAAP financial measures of the non-GAAP financial measures is included in the press release attached hereto as Exhibit 99.01.

�

Item 9.01.��Financial Statements and Exhibits.

(d)��Exhibits.

Number �	�	Description �
99.01	�	Press release, dated October 29, 2014.

�

SIGNATURES

�

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.

�

SHUTTERFLY, INC.
�	�
By:	�	/s/ Brian M. Regan�� Brian M. Regan Senior Vice President and Chief Financial Officer �

Date:��October 29, 2014

�

EXHIBIT INDEX

Number �	�	Description �
99.01	�	Press release, dated October 29, 2014.

�
�

�

Exhibit 99.01

�

Shutterfly Announces Third Quarter 2014 Financial Results

�	Net revenues increase 16% year-over-year to $142.0 million �
�	GAAP net loss of ($1.20) per share �
�	Adjusted EBITDA loss of ($9.7) million �
�	55th consecutive quarter of year-over-year net revenue growth

REDWOOD CITY, October 29, 2014 -- Shutterfly, Inc. (NASDAQ: SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced financial results for the third quarter ended September 30, 2014.

We are pleased with our third quarter results as we posted our 55th consecutive quarter of year-over-year revenue growth, said Jeffrey Housenbold, president and chief executive officer of Shutterfly. We continue to profitably grow the size of our consumer and enterprise businesses, expand our portfolio of high quality, design-forward products and service offerings across our family of premium lifestyle brands, and increase the rate of monetization of our mobile investments. We enter Q4 well prepared to handle this holiday seasons expected record order volumes with the highest level of execution.

Third Quarter 2014 Financial Highlights

�

�	Net revenues totaled $142.0 million, a 16% year-over-year increase. �
�	Third quarter 2014 represents the 55th consecutive quarter of year-over-year net revenue growth. �
�	Consumer net revenues totaled $127.3 million, a 13% year-over-year increase. �
�	Enterprise net revenues totaled $14.7 million, a 47% year-over-year increase. �
�	Gross profit margin was 36.8% of net revenues, compared to 41.9% in the third quarter of 2013. �
�	Operating expenses, excluding $12.9 million of stock-based compensation, totaled $88.3 million. �
�	GAAP net loss was ($46.2) million, compared to ($10.1) million in the third quarter of 2013. �
�	GAAP net loss per share was ($1.20), compared to ($0.27) in the third quarter of 2013. �
�	Adjusted EBITDA loss was ($9.7) million, compared to ($1.1) million in the third quarter of 2013. �
�	At September 30, 2014, cash and investments totaled $300 million.

�

Third Quarter 2014 Operating Metrics

�

�	Transacting customers totaled 2.5 million, a 6% year-over-year increase. �
�	Orders totaled 4.2 million, a 7% year-over-year increase. �
�	Average order value was $30.63, an increase of 5% year-over-year.

Business Outlook

Fourth Quarter 2014:

�

�	Net revenues to range from $466.7 million to $481.7 million, a year-over-year increase of 13.6% to 17.3%. �
�	GAAP gross profit margin to range from 57.5% to 59.1% of net revenues. �
�	Non-GAAP gross profit margin to range from 58.2% to 59.9% of net revenues. �
�	GAAP operating income to range from $113.3 million to $126.2 million. �
�	Non-GAAP operating income to range from $139.5 million to $151.8 million. �
�	GAAP effective tax rate to range from 13.9% to 14.6%. �
�	GAAP net income per share to range from $2.35 to $2.60. �
�	Weighted average diluted shares of approximately 40.0 million. �
�	Adjusted EBITDA to range from $158.9 million to $170.8 million.�

�

Full Year 2014:

�

�	Net revenues to range from $905.0 million to $920.0 million, a year-over-year increase of 15.5% to 17.4%. �
�	GAAP gross profit margin to range from 50.5% to 51.5% of net revenues. �
�	Non-GAAP gross profit margin to range from 52.1% to 53.1% of net revenues. �
�	GAAP operating income/(loss) to range from ($0.9) million to $12.0 million. �
�	Non-GAAP operating income to range from $95.6 million to $108.0 million. �
�	GAAP effective tax rate to range from 16.5% to 20.0%. �
�	GAAP net loss per share to range from ($0.36) to ($0.09). �
�	Weighted average shares of approximately 38.5 million. �
�	Adjusted EBITDA to range from $161.1 million to $173.0 million, or 17.8% to 18.8% of net revenues. �
�	Capital expenditures to range from 9.5% to 10.5% of net revenues.

�

Notes to the Third Quarter 2014 Financial Results and Business Outlook

�

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

�

Free cash flow is a non-GAAP financial measure that the Company defines as adjusted EBITDA less purchases of property, plant, and equipment and capitalization of software development costs.

�

Non-GAAP earnings per share is defined as non-GAAP net income (loss), which excludes interest expense related to the Companys issuance of 0.25% convertible senior notes in May 2013, divided by diluted non-GAAP shares outstanding, which is GAAP diluted weighted average shares outstanding less any shares issuable under the Companys convertible senior notes.

�

Consumer category includes net revenues from stationery and greeting cards, photo books, calendars and photo-based merchandise, photo prints, and the related shipping revenues and rental revenue.��Consumer also includes net revenues from advertising and sponsorship�programs.�

�

Enterprise category includes net revenues primarily from variable, four-color direct marketing collateral manufactured and fulfilled for business customers.

�

Average Order Value (AOV) is defined as total net revenues (excluding Enterprise) divided by total orders.

�

The foregoing financial guidance replaces any of the Companys previously issued financial guidance which should no longer be relied upon.

Third Quarter 2014 Conference Call

�

Management will review the third quarter 2014 financial results and its expectations for the fourth quarter and full year 2014 on a conference call on Wednesday, October 29, 2014 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 970-315-0490.��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 12, 2014. To hear the replay, please dial 404-537-3406, replay passcode 14952817.

�

Non-GAAP Financial Information

�

This press release contains non-GAAP financial measures.��Tables are provided at the end of this press release that reconcile the non-GAAP financial measures that the Company uses 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 profit margin, non-GAAP operating income (loss) and operating margin, adjusted EBITDA, free cash flow, and non-GAAP net income (loss) per share. The method the Company uses to produce non-GAAP financial measures is not computed according to GAAP and may differ from methods used by other companies.

�

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 gross margins, operating income (loss), net income (loss) or net income (loss) per share determined in accordance with GAAP.��For more information, please see Shutterfly's SEC Filings, including the most recent Form 10-K and Form 10-Q, which are available on the Securities and Exchange Commission's Web site at www.sec.gov.

�

��

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, that involve risks and uncertainties. These forward-looking statements include statements regarding the Company's growth and financial expectations for the�fourth quarter and full year 2014 set forth under the caption "Business Outlook," and statements about historical results that may suggest trends for our business. 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; changes in consumer discretionary spending as a result of the macroeconomic environment; the loss of sales partners for our products; our ability to expand our customer base, increase sales to existing customers and meet production requirements; our ability to successfully integrate acquired businesses and assets; 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 innovative, new products and services on a timely and cost-effective basis; consumer acceptance of our products and services; our ability to develop additional adjacent lines of business;��unforeseen changes in expense levels; and competition and the pricing strategies of our competitors, 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" section of the Company's most recent Form 10-K and Form 10-Q, 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, Inc.

�

Shutterfly, Inc. is the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands. Founded in 1999, the Shutterfly, Inc. family of brands includes Shutterfly, where your photos come to life in photo books, cards and gifts; Tiny Prints, premium cards and stationery for all lifes occasions; Wedding Paper Divas, wedding invitations and stationery for every step of the planning process; Treat, personalized greeting cards that really stand out; MyPublisher, one of the pioneers in the photo book industry and creator of easy-to-use photo book-making software; ThisLife,a private, cloud-based solution that makes it easy for consumers to find, share and enjoy their photos and videos, all in one place; and BorrowLenses, the premier online marketplace for photographic and video equipment rentals. For more information about Shutterfly, Inc. (NASDAQ: SFLY), visit www.shutterflyinc.com.

�

Contacts

�

Media Relations:

Gretchen Sloan, 650-610-5276

[email protected]

�

Investor Relations:

Michael Look, 650-610-5910

[email protected]

�

Shutterfly, Inc.

�

Consolidated Statements of Income

�

(In thousands, except per share amounts)

�

(Unaudited)

�

Three Months Ended

�

Nine Months Ended

�

September 30,

�

September 30,

�

2014

�

2013

�

2014

�

2013

�

Net revenues

�

142,008

�

122,685

�

438,255

�

372,854

�

Cost of net revenues

�

89,726

�

71,308

�

249,404

�

204,877

�

�� Gross profit

�

52,282

�

51,377

�

188,851

�

167,977

�

Operating expenses:

�

�� Technology and development

�

33,488

�

27,508

�

97,102

�

78,032

�

�� Sales and marketing

�

42,082

�

36,774

�

128,695

�

109,946

�

�� General and administrative

�

25,639

�

21,717

�

77,289

�

62,518

�

�� Total operating expenses

�

101,209

�

85,999

�

303,086

�

250,496

�

Loss from operations

�

(48,927

)

�

(34,622

)

�

(114,235

)

�

(82,519

)

Interest expense

�

(4,381

)

�

(3,609

)

�

(12,184

)

�

(5,684

)

Interest and other income, net

�

102

�

139

�

383

�

181

�

Loss before income taxes

�

(53,206

)

�

(38,092

)

�

(126,036

)

�

(88,022

)

Benefit from income taxes

�

6,962

�

27,944

�

18,526

�

53,658

�

Net loss

�

(46,244

)

�

(10,148

)

�

(107,510

)

�

(34,364

)

�

�� Net loss per share - basic and diluted

�

(1.20

)

�

(0.27

)

�

(2.79

)

�

(0.92

)

�

�� Weighted-average shares outstanding - basic and diluted

�

38,453

�

37,814

�

38,470

�

37,541

�

Stock-based compensation is allocated as follows:

�

�� Cost of net revenues

�

886

�

646

�

2,782

�

1,802

�

�� Technology and development

�

1,320

�

2,459

�

6,196

�

6,843

�

�� Sales and marketing

�

5,591

�

5,774

�

16,837

�

14,030

�

�� General and administrative

�

5,991

�

5,103

�

18,679

�

15,494

�

13,788

�

13,982

�

44,494

�

38,169

�

Shutterfly, Inc.	�	�		�	�	�		�
Consolidated Balance Sheets	�	�		�	�	�		�
(In thousands, except par value amounts)	�	�		�	�	�		�
(Unaudited)	�	�		�	�	�		�
�	�	�		�	�	�		�
�	�	September 30,		�	�	December 31,		�
�	�	2014		�	�	2013		�
�	�	�		�	�	�		�
ASSETS	�	�		�	�	�		�
Current assets:	�	�		�	�	�		�
��Cash and cash equivalents	�	$	197,665	�	�	$	499,084	�
�� Short-term investments	�	�	50,906	�	�	�	-	�
��Accounts receivable, net	�	�	25,980	�	�	�	21,641	�
��Inventories	�	�	16,279	�	�	�	9,629	�
��Deferred tax asset, current portion	�	�	27,666	�	�	�	26,942	�
��Prepaid expenses and other current assets	�	�	43,694	�	�	�	21,260	�
�� Total current assets	�	�	362,190	�	�	�	578,556	�
Long-term investments	�	�	51,739	�	�	�	-	�
Property and equipment, net	�	�	209,322	�	�	�	155,727	�
Intangible assets, net	�	�	93,944	�	�	�	118,621	�
Goodwill	�	�	396,942	�	�	�	397,306	�
Deferred tax asset, net of current portion	�	�	520	�	�	�	520	�
Other assets	�	�	14,857	�	�	�	15,412	�
�� Total assets	�	$	1,129,514	�	�	$	1,266,142	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS EQUITY	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
�� Accounts payable	�	$	28,405	�	�	$	33,656	�
��Accrued liabilities	�	�	47,843	�	�	�	107,448	�
��Deferred revenue	�	�	31,832	�	�	�	24,114	�
�� Total current liabilities	�	�	108,080	�	�	�	165,218	�
Convertible senior notes, net	�	�	252,224	�	�	�	243,493	�
Deferred tax liability	�	�	28,846	�	�	�	42,995	�
Other liabilities	�	�	47,510	�	�	�	26,341	�
�� Total liabilities	�	�	436,660	�	�	�	478,047	�
�	�	�	�	�	�	�	�	�
Stockholders' equity:	�	�	�	�	�	�	�	�
��Common stock, $0.0001 par value; 100,000 shares authorized; 38,533 and 38,196 shares	�	�	�	�	�	�	�	�
�� issued and outstanding at September 30, 2014 and December 31, 2013, respectively	�	�	4	�	�	�	4	�
�� Additional paid-in-capital	�	�	834,696	�	�	�	771,875	�
�� Accumulated other comprehensive loss	�	�	(32	)	�	�	-	�
��Accumulated earnings / (deficit)	�	�	(141,814	)	�	�	16,216	�
��Total stockholders' equity	�	�	692,854	�	�	�	788,095	�
��Total liabilities and stockholders' equity	�	$	1,129,514	�	�	$	1,266,142	�

�

Shutterfly, Inc.	�	�		�	�	�		�
Consolidated Statements of Cash Flows	�	�		�	�	�		�
(In thousands)	�	�		�	�	�		�
(Unaudited)	�	�		�	�	�		�
�	�	Nine Months Ended						�
�	�	September 30						�
�	�	2014		�	�	2013		�
�	�	�		�	�	�		�
Cash flows from operating activities:	�	�		�	�	�		�
Net loss	�	$	(107,510	)	�	$	(34,364	)
Adjustments to reconcile net loss to net cash used in operating activities:	�	�	�	�	�	�	�	�
�� Depreciation and amortization	�	�	46,079	�	�	�	30,652	�
�� Amortization of intangible assets	�	�	25,853	�	�	�	22,239	�
�� Amortization of debt discount and transaction costs	�	�	9,610	�	�	�	4,592	�
�� Stock-based compensation, net of forfeitures	�	�	44,494	�	�	�	38,169	�
�� Loss on disposal of property and equipment and rental assets	�	�	51	�	�	�	10	�
�� Deferred income taxes	�	�	(14,852	)	�	�	(7,988	)
�� Tax benefit from stock-based compensation	�	�	13,713	�	�	�	4,745	�
�� Excess tax benefits from stock-based compensation	�	�	(14,102	)	�	�	(5,385	)
�� Changes in operating assets and liabilities:	�	�	�	�	�	�	�	�
�� Accounts receivable, net	�	�	(4,338	)	�	�	(1,455	)
�� Inventories	�	�	(6,650	)	�	�	(2,426	)
�� Prepaid expenses and other current assets	�	�	(22,064	)	�	�	(53,774	)
�� Other assets	�	�	(2,391	)	�	�	(7,427	)
�� Accounts payable	�	�	(5,710	)	�	�	(10,670	)
�� Accrued and other liabilities	�	�	(62,447	)	�	�	(50,735	)
�� Deferred revenue	�	�	7,719	�	�	�	2,188	�
�� Other non-current liabilities	�	�	(496	)	�	�	357	�
�� Net cash used in operating activities	�	�	(93,041	)	�	�	(71,272	)
�	�	�	�	�	�	�	�	�
Cash flows from investing activities:	�	�	�	�	�	�	�	�
Acquisition of business and intangible assets, net of cash acquired	�	�	-	�	�	�	(41,120	)
Purchases of property and equipment	�	�	(56,872	)	�	�	(48,550	)
Capitalization of software and website development costs	�	�	(15,539	)	�	�	(12,057	)
Purchases of investments	�	�	(117,329	)	�	�	-	�
Maturities and sales of investments	�	�	15,520	�	�	�	-	�
Proceeds from sale of equipment and rental assets	�	�	743	�	�	�	173	�
�� Net cash used in investing activities	�	�	(173,477	)	�	�	(101,554	)
�	�	�	�	�	�	�	�	�
Cash flows from financing activities:	�	�	�	�	�	�	�	�
Proceeds from borrowings of convertible senior notes, net of issuance costs	�	�	-	�	�	�	291,897	�
Proceeds from issuance of warrants	�	�	-	�	�	�	43,560	�
Purchase of convertible note hedge	�	�	-	�	�	�	(63,510	)
Proceeds from issuance of common stock upon exercise of stock options	�	�	3,058	�	�	�	18,275	�
Repurchases of common stock	�	�	(50,520	)	�	�	(32,241	)
Excess tax benefits from stock-based compensation	�	�	14,102	�	�	�	5,385	�
Principal payments of capital lease and financing obligations	�	�	(1,541	)	�	�	(488	)
�� Net cash provided by / (used in) financing activities	�	�	(34,901	)	�	�	262,878	�
�	�	�	�	�	�	�	�	�
Net increase / (decrease) in cash and cash equivalents	�	�	(301,419	)	�	�	90,052	�
Cash and cash equivalents, beginning of period	�	�	499,084	�	�	�	245,088	�
Cash and cash equivalents, end of period	�	$	197,665	�	�	$	335,140	�
�	�	�	�	�	�	�	�	�
Supplemental schedule of non-cash activities	�	�	�	�	�	�	�	�
Net increase / (decrease) in accrued purchases of property and equipment	�	$	1,050	�	�	$	(1,506	)
Net increase in accrued capitalized software and website development costs	�	�	981	�	�	�	-	�
Increase in estimated fair market value of building under build-to-suit leases	�	�	17,575	�	�	�	4,552	�
Amount due from adjustment of net working capital from acquired business	�	�	253	�	�	�	73	�
Property and equipment acquired under capital leases	�	�	6,831	�	�	�	-	�

�

Shutterfly, Inc.	�	�		�	�	�		�
Consumer Metrics Disclosure	�	�		�	�	�		�
�	�	�		�	�	�		�
�	�	Three Months Ended						�
�	�	September 30,						�
�	�	2014		�	�	2013		�
�	�	�		�	�	�		�
Consumer Metrics	�	�		�	�	�		�
�	�	�		�	�	�		�
Customers	�	�	2,516,567	�	�	�	2,380,513	�
��year-over-year growth	�	�	6	%	�	�	�	�
�	�	�	�	�	�	�	�	�
Orders	�	�	4,156,382	�	�	�	3,877,182	�
��year-over-year growth	�	�	7	%	�	�	�	�
�	�	�	�	�	�	�	�	�
Average order value*	�	$	30.63	�	�	$	29.07	�
��year-over-year growth	�	�	5	%	�	�	�	�
�	�	�	�	�	�	�	�	�
* Average order value excludes Enterprise 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

�

From

�

From

�

Three Months Ending December 31, 2014

�

��Net revenues

�

466.7

�

481.7

�

466.7

�

481.7

�

��Gross profit margin

�

57.5

�

59.1

�

0.7

�

0.8

�

[a]

�

58.2

�

59.9

��Operating income

�

113.3

�

126.2

�

26.2

�

25.6

�

[b]

�

139.5

�

151.8

�

��Operating margin

�

[b]

�

� ��Stock-based compensation

�

17.5

�

17.0

�

17.5

�

17.0

�

��Amortization of intangible assets

�

8.6

�

8.6

�

8.6

�

8.6

�

� ��Adjusted EBITDA*

�

158.9

�

170.8

�

��Net income�per share

�

2.35

�

2.60

�

0.07

�

0.07

�

[e]

�

2.42

�

2.67

�

�� Weighted average diluted shares

�

40.0

�

40.0

�

��Effective tax rate

�

13.9

�

14.6

�

Twelve Months Ending December 31, 2014

�

��Net revenues

�

905.0

�

920.0

�

905.0

�

920.0

�

��Gross profit margin

�

50.5

�

51.5

�

1.6

�

1.6

�

[c]

�

52.1

�

53.1

��Operating income (loss)

�

(0.9

)

�

12.0

�

96.5

�

96.0

�

[d]

�

95.6

�

108.0

�

� ��Operating margin

�

[d]

�

�� Stock-based compensation

�

62.0

�

61.5

�

62.0

�

61.5

�

��Amortization of intangible assets

�

34.5

�

34.5

�

34.5

�

34.5

�

� ��Adjusted EBITDA*

�

161.1

�

173.0

�

�� Adjusted EBITDA* margin

�

17.8

�

18.8

�

��Net income / (loss)�per share

�

(0.36

)

�

(0.09

)

�

0.29

�

0.29

�

[f]

�

(0.07

)

�

0.20

�

�� Weighted average shares

�

38.5

�

38.5

�

��Effective tax rate

�

20.0

�

16.5

�

� ��Capital expenditures - % of net revenues

�

9.5

�

10.5

�

*	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 $0.9 million and amortization of purchased
�	intangible assets of approximately $2.8 million.
[b]	Reflects estimated adjustment for stock-based compensation expense of approximately $17.0 million to $17.5 million, and amortization of purchased
�	intangible assets of approximately $8.6 million
[c]	Reflects estimated adjustments for stock-based compensation expense of approximately $3.6 million and amortization of purchased
�	intangible assets of approximately $11.3 million.
[d]	Reflects estimated adjustments for stock-based compensation expense of approximately $61.5 million to $62.0 million and amortization of purchased
�	intangible assets of approximately $34.5 million.
[e]	Reflects estimated adjustments for interest expense of approximately $3.0 million net of tax.
[f]	Reflects estimated adjustments for interest expense of approximately $10.9 million to $11.4 million, net of tax.

�

Shutterfly, Inc.

�

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

�

(In thousands)

�

(Unaudited)

�

Three Months Ended

�

Year Ended

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

2013

�

2013

�

2013

�

2013

�

2014

�

2014

�

2014

�

2013

�

GAAP gross profit

�

54,855

�

61,745

�

51,377

�

246,072

�

60,756

�

75,813

�

52,282

�

414,049

�

�� Stock-based compensation

�

564

�

592

�

646

�

683

�

1,002

�

894

�

886

�

2,485

�

�� Amortization of intangible assets

�

2,390

�

2,608

�

2,685

�

2,800

�

2,823

�

2,823

�

2,822

�

10,483

�

Non-GAAP gross profit

�

57,809

�

64,945

�

54,708

�

249,555

�

64,581

�

79,530

�

55,990

�

427,017

�

Non-GAAP gross profit margin

�

Shutterfly, Inc.

�

Reconciliation of GAAP Operating Margin to Non-GAAP Operating Margin

�

(In thousands)

�

(Unaudited)

�

Three Months Ended

�

Year Ended

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

2013

�

2013

�

2013

�

2013

�

2014

�

2014

�

2014

�

2013

�

GAAP operating income (loss)

�

(23,964

)

�

(23,933

)

�

(34,622

)

�

104,577

�

(38,611

)

�

(26,697

)

�

(48,927

)

�

22,058

�

�� Stock-based compensation

�

11,538

�

12,649

�

13,982

�

15,359

�

15,992

�

14,714

�

13,788

�

53,528

�

��Amortization of intangible assets

�

6,511

�

7,539

�

8,189

�

8,730

�

8,583

�

8,740

�

8,530

�

30,969

�

Non-GAAP operating income (loss)

�

(5,915

)

�

(3,745

)

�

(12,451

)

�

128,666

�

(14,036

)

�

(3,243

)

�

(26,609

)

�

106,555

�

Non-GAAP operating margin

�

(10

�

(10

�

(19

�

Shutterfly, Inc.

�

Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA

�

(In thousands)

�

(Unaudited)

�

Three Months Ended

�

Year Ended

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

2013

�

2013

�

2013

�

2013

�

2014

�

2014

�

2014

�

2013

�

GAAP net income (loss)

�

(12,405

)

�

(11,811

)

�

(10,148

)

�

43,649

�

(34,214

)

�

(27,052

)

�

(46,244

)

�

9,285

�

��Interest expense

�

139

�

1,936

�

3,609

�

3,762

�

3,947

�

3,856

�

4,381

�

9,446

�

��Interest and other income, net

�

)

�

(35

)

�

(139

)

�

(127

)

�

(227

)

�

(54

)

�

(102

)

�

(308

)

��Tax (benefit) provision

�

(11,691

)

�

(14,023

)

�

(27,944

)

�

57,293

�

(8,117

)

�

(3,447

)

�

(6,962

)

�

3,635

�

��Depreciation and amortization

�

15,738

�

17,580

�

19,573

�

21,965

�

22,805

�

23,712

�

25,415

�

74,856

�

��Stock-based compensation

�

11,538

�

12,649

�

13,982

�

15,359

�

15,992

�

14,714

�

13,788

�

53,528

�

Non-GAAP Adjusted EBITDA

�

3,312

�

6,296

�

(1,067

)

�

141,901

�

186

�

11,729

�

(9,724

)

�

150,442

�

Shutterfly, Inc.

�

Reconciliation of Cash Flow from Operating Activities to Non-GAAP Adjusted EBITDA and Free Cash Flow

�

(In thousands)

�

(Unaudited)

�

Three Months Ended

�

Year Ended

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

2013

�

�2013

�

2013

�

2013

�

2014

�

2014

�

2014

�

2013

�

Net cash provided by (used in) operating activities

�

(83,504

)

�

11,923

�

309

�

218,540

�

(97,473

)

�

12,282

�

(7,850

)

�

147,268

�

��Interest expense

�

139

�

1,936

�

3,609

�

3,762

�

3,947

�

3,856

�

4,381

�

9,446

�

��Interest and other income, net

�

)

�

(35

)

�

(139

)

�

(127

)

�

(227

)

�

(54

)

�

(102

)

�

(308

)

��Tax (benefit) provision

�

(11,691

)

�

(14,023

)

�

(27,944

)

�

57,293

�

(8,117

)

�

(3,447

)

�

(6,962

)

�

3,635

�

�� Changes in operating assets and liabilities

�

101,426

�

2,555

�

19,961

�

(126,168

)

�

106,531

�

(7,633

)

�

(2,521

)

�

(2,226

)

��Other adjustments

�

(3,051

)

�

3,940

�

3,137

�

(11,399

)

�

(4,475

)

�

6,725

�

3,330

�

(7,373

)

Non-GAAP Adjusted EBITDA

�

3,312

�

6,296

�

(1,067

)

�

141,901

�

186

�

11,729

�

(9,724

)

�

150,442

�

Less: Purchases of property and equipment

�

(10,832

)

�

(15,869

)

�

(20,343

)

�

(12,166

)

�

(16,419

)

�

(22,734

)

�

(18,769

)

�

(59,210

)

Less: Capitalized technology & development costs

�

(3,495

)

�

(4,255

)

�

(4,307

)

�

(3,703

)

�

(5,112

)

�

(5,324

)

�

(6,084

)

�

(15,760

)

�

Free cash flow

�

(11,015

)

�

(13,828

)

�

(25,717

)

�

126,032

�

(21,345

)

�

(16,329

)

�

(34,577

)

�

75,472

�

Shutterfly, Inc.

�

Reconciliation of Net Income/(Loss) per Share to Non-GAAP Net Income/(Loss) per Share

�

(In thousands)

�

(Unaudited)

�

�Three Months Ended

�

Year Ended

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

Mar. 31,

�

Jun. 30,

�

Sep. 30,

�

Dec. 31,

�

2013

�

2013

�

2013

�

2013

�

2014

�

2014

�

2014

�

2013

�

GAAP net income (loss)

�

(12,405

)

�

(11,811

)

�

(10,148

)

�

43,649

�

(34,214

)

�

(27,052

)

�

(46,244

)

�

9,285

�

Add back interest expense related to:

�

��Amortization of debt discount

�

1,401

�

2,771

�

2,830

�

2,870

�

2,911

�

2,951

�

7,002

�

��Amortization of debt issuance costs

�

160

�

260

�

285

�

288

�

293

�

297

�

705

�

��0.25% coupon

�

188

�

188

�

188

�

187

�

187

�

469

�

��Tax effect

�

(770

)

�

(2,046

)

�

516

�

(637

)

�

(438

)

�

(395

)

�

(2,300

)

Non-GAAP net income (loss)

�

(12,405

)

�

(10,927

)

�

(8,975

)

�

47,468

�

(31,505

)

�

(24,099

)

�

(43,204

)

�

15,161

�

GAAP diluted shares outstanding

�

37,034

�

37,775

�

37,814

�

39,713

�

38,503

�

38,438

�

38,453

�

39,493

�

Add back:

�

��Dilutive effect of convertible notes

�

Non-GAAP diluted shares outstanding

�

37,034

�

37,775

�

37,814

�

39,713

�

38,503

�

38,438

�

38,453

�

39,493

�

GAAP net income (loss) per share

�

(0.33

)

�

(0.31

)

�

(0.27

)

�

1.10

�

(0.89

)

�

(0.70

)

�

(1.20

)

�

0.24

�

Non-GAAP net income (loss) per share

�

(0.33

)

�

(0.29

)

�

(0.24

)

�

1.20

�

(0.82

)

�

(0.63

)

�

(1.12

)

�

0.38

�

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