sflyq408_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  February 4, 2009
 
Shutterfly, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

001-33031
  
99-3330068
(Commission File Number)
  
(IRS Employer Identification No.)
   
2800 Bridge Parkway, Suite 101, Redwood City, California
  
94065
(Address of Principal Executive Offices)
  
(Zip Code)

(650) 610-5200
(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)

[   ] 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 February 4, 2009, Shutterfly, Inc. (“Shutterfly”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2008.

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 Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 
Use of Non-GAAP Financial Information
 
The press release attached hereto as Exhibit 99.01 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.

To supplement Shutterfly's consolidated financial statements presented on a GAAP basis, Shutterfly believes that these non-GAAP measures provide useful information about Shutterfly's core operating results and thus are appropriate to enhance the overall understanding of the Shutterfly's past financial performance and its prospects for the future. These adjustments to the Shutterfly's GAAP results are made with the intent of providing both management and investors a more complete understanding of the Shutterfly's underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate Shutterfly'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.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.

Number
 
  
Description
 
99.01
  
Press release, dated February 4, 2009.
 

 
 
 


 

 

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/ Mark J. Rubash
Mark J. Rubash
Senior Vice President & Chief Financial Officer
 

Date:  February 4, 2009
                              
 
 
 

 
 
EXHIBIT INDEX


Number
 
  
Description
 
99.01
  
Press release, dated February 4, 2009