Shutterfly, Inc. (NASDAQ:SFLY), the leading retailer and manufacturing
platform dedicated to helping capture, preserve, and share life’s
important moments, today announced financial results for the first
quarter ended March 31, 2019.
“Our first-quarter results were solid across all three divisions,
Shutterfly Consumer, Lifetouch, and SBS,” said Christopher North,
President and Chief Executive Officer. “We met our expectations on
revenue and exceeded our expectations on Adjusted EBITDA in the quarter.
In addition, we made good progress against key initiatives across the
company, including product range expansion, mobile, and personalized
marketing in Shutterfly Consumer, and integration with Lifetouch. We
also won a new client in SBS.”
Earlier this year, the Company announced that its Board of Directors had
formed a Strategic Review Committee and retained Morgan Stanley as a
financial advisor. The Committee continues its ongoing review of
strategic alternatives and has no further update at this time. The Board
has not set a timetable for the conclusion of its review of strategic
alternatives. There can be no assurance that the review of strategic
alternatives will result in a transaction or other outcome.
First Quarter 2019 Financial Highlights
GAAP net revenue was $325 million. Shutterfly Consumer segment net
revenue totaled $149 million, a 2% year-over-year decrease. Shutterfly
Consumer revenue was negatively impacted in the first quarter of 2019 by
approximately $6.0 million primarily due to exiting the fourth quarter
of 2018 with a lower year-over-year backlog. Lifetouch segment net
revenue was $129 million. Shutterfly Business Solutions segment net
revenue totaled $47 million, a 2% year-over-year decrease. GAAP
operating loss totaled $106 million. Net loss was $84 million or a loss
of $2.47 per share.
Non-GAAP net revenue, excluding purchase accounting adjustments related
to the deferred revenue write-down, due to the Lifetouch acquisition,
was $325 million, a 63% year-over-year increase driven by the Lifetouch
acquisition. Non-GAAP Lifetouch segment net revenue was $130 million.
Normalized operating loss, excluding restructuring, executive transition
and strategic review charges, and purchase accounting adjustment related
to the deferred revenue write-down, was $99 million. Normalized net loss
was $83 million. Adjusted EBITDA loss was $45 million.
In the first quarter of 2019, the Company had an immaterial
out-of-period adjustment for shipping services provided in the fourth
quarter of 2018 of $2.8 million, which lowered our Adjusted EBITDA.
Excluding this immaterial out-of-period adjustment, Adjusted EBITDA loss
would have been $42.5 million.
A reconciliation of GAAP to non-GAAP financial measures has been
provided in the financial statement tables included in this press
release. An explanation of these measures is also included below under
the heading “Non-GAAP Financial Information.”
Business Outlook[1][2]
The Company is revising its guidance on operating income and earnings
per share due to a decrease in share-based compensation, and is updating
non-GAAP guidance for the year ending December 31, 2019 to the following
(in millions, except per share amounts):
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Prior Non-GAAP Guidance
as of February 5, 2019 for
the
Twelve Months Ending
December 31, 2019
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Updated Non-GAAP
Guidance for the Twelve
Months
Ending
December 31, 2019
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Low
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High
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Change
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Low
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High
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Net revenue
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$2,130
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$2,210
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$2,130
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$2,210
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Shutterfly Consumer net revenue
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$975
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$1,025
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$975
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$1,025
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Lifetouch net revenue
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$915
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$935
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$915
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$935
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SBS net revenue
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$240
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$250
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$240
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$250
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Gross profit margin
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51.4
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%
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51.7
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%
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51.4
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%
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51.7
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%
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Operating income
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$76
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$101
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$4
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$80
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$105
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Adjusted EBITDA
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$315
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$340
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$315
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$340
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Earnings per share
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$0.55
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$1.06
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$0.05
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$0.61
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$1.11
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Capital Expenditures
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$125
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$130
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$125
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$130
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[1] Excludes any costs related to executive transition,
the strategic review and the facility closures in 2019. Also
excludes any proceeds from the sale of existing facilities.
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[2] The Company's business outlook is composed entirely
of non-GAAP measures. The Company considers it unreasonably
difficult to reconcile its outlook to comparable GAAP measures. For
additional information, see "Non-GAAP Information" below.
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Notes to the First Quarter 2019 Financial Results and Operating
Metrics and 2019 Business Outlook
Adjusted EBITDA is a non-GAAP financial measure that the Company defines
as earnings before interest, taxes, depreciation, amortization,
stock-based compensation, restructuring, acquisition-related costs, and
executive transition and strategic review charges.
Shutterfly Consumer segment includes sales from the Shutterfly brand,
the Tiny Prints boutique and BorrowLenses, and are derived from the sale
of a variety of products such as, professionally-bound photo books,
cards and stationery, custom home décor products and unique photo gifts,
calendars and prints, and the related shipping revenue, as well as
rental revenue from the BorrowLenses brand. Shutterfly Consumer also
includes revenue from advertising displayed on the Company’s website.
Lifetouch segment includes net revenue from professional photography
services for schools, preschools and churches, as well as retail studios
operated by Lifetouch under the JCPenney Portrait brand.
Shutterfly Business Solutions ("SBS") segment includes net revenue from
personalized direct marketing and other end-consumer communications as
well as just-in-time, inventory-free printing for the Company's business
customers.
Average Order Value ("AOV") is defined as total net revenue (Shutterfly
Consumer revenue only) divided by total orders.
The financial guidance herein replaces any of the Company’s previously
issued financial guidance which should no longer be relied upon.
First Quarter Conference Call
Management will review the first quarter 2019 financial results and its
expectations for the second quarter and full year 2019 on a conference
call on Thursday, April 25, 2019 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.shutterflyinc.com.
In the Investor Relations area, click on the link provided for the
webcast, or dial (844) 763-8274 or (412) 717-9224, and ask to be to be
joined into the Shutterfly call. The webcast will be archived and
available at http://www.shutterflyinc.com
in the Investor Relations section. A replay of the conference call will
be available through Thursday, May 9, 2019. To hear the replay, please
dial (877) 344-7529 or (412) 317-0088 and enter access code 10130408.
Non-GAAP Financial Information
To supplement the Company’s consolidated financial statements, which are
prepared and presented in accordance with U.S. generally accepted
accounting principles (GAAP), the Company uses certain 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 GAAP. These non-GAAP financial measures include non-GAAP net
revenue, non-GAAP Lifetouch segment net revenue, non-GAAP gross margin,
normalized operating income (loss), normalized net income (loss),
non-GAAP diluted net income (loss) per share and Adjusted EBITDA. 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.
The Company believes 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, net revenue, operating income (loss), net income
(loss), or net income (loss) per share determined in accordance with
GAAP. For more information, please see Shutterfly's Securities and
Exchange Commission (“SEC”) filings, including the most recent Form 10-K
and Form 10-Q, which are available on the SEC's website at www.sec.gov.
The Company has provided a reconciliation of each non-GAAP financial
measure to the most directly comparable GAAP financial measure, where
possible, except that the Company has not reconciled its second quarter
and full year 2019 guidance to comparable GAAP measures at this stage of
the process because it is unreasonably difficult to provide guidance for
stock-based compensation expense; capitalization and amortization of
internal-use software; costs related to executive transition, the
strategic review, the facility closures in 2019 and proceeds from the
sale of existing facilities, which are reconciling items between GAAP
measures and non-GAAP measures. The factors that may impact future
stock-based compensation expense; capitalization and amortization of
internal-use software; costs related to executive transition; the
strategic review; the facility closures in 2019; and the proceeds from
the sale of existing facilities are out of the Company's control and/or
cannot be reasonably predicted, and therefore the Company is unable to
provide such guidance without unreasonable effort. These factors include
the Company's market capitalization and related volatility of its stock
price; its inability to project the cost or scope of internally produced
software; its inability to estimate the charges related to the facility
closures in 2019 and the proceeds from the sale of existing facilities;
its ability to attract new management personnel; and the lack of
assurance that the review of strategic alternatives will result in a
transaction or other outcome.
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 the Company's business outlook for the second quarter of 2019
and full year 2019. You can identify these statements by the use of
terminology such as “guidance”, “believe”, “expect”, “will”, “should”,
“could”, “estimate”, “anticipate” or similar forward-looking terms. You
should not rely on these forward-looking statements as they involve
risks and uncertainties that may cause actual results to vary materially
from the forward-looking statements. Factors that might contribute to
such differences include, among others, decreased spending as a result
of general economic conditions; consumer acceptance of the Company’s
products and services; the Company’s ability to develop innovative, new
products and services on a timely and cost-effective basis; the
Company’s ability to expand its customer base and increase sales to
existing customers; the Company’s ability to meet production
requirements; and general economic conditions and changes in laws and
regulations. 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 the Company's business in general, the Company refers
you to the “Risk Factors” section of its SEC filings, including the
Company's most recent Form 10-K and 10-Q, which are available on the
SEC’s website 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 retailer and manufacturing platform for
personalized products and communications. Founded in 1999, Shutterfly,
Inc. has three divisions: Shutterfly Consumer, Lifetouch, and Shutterfly
Business Solutions. Shutterfly Consumer and Lifetouch help consumers
capture, preserve, and share life’s important moments through
professional and personal photography, and personalized products. The
Shutterfly brand brings photos to life in photo books, gifts, home
décor, and cards and stationery. Lifetouch is the national leader in
school photography, built on the enduring tradition of “Picture Day”,
and also serves families through portrait studios and other
partnerships. Shutterfly Business Solutions delivers digital printing
services that enable efficient and effective customer engagement through
personalized communications. For more information about Shutterfly, Inc.
(Nasdaq: SFLY), visit www.shutterflyinc.com.
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Appendix 1.1
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Shutterfly, Inc.
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Consolidated Statements of Operations - GAAP
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(In thousands, except per share amounts)
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(Unaudited)
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Three Months Ended
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March 31,
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2019
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2018
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Net revenue
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$
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324,681
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$
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199,725
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Cost of net revenue
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210,399
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126,046
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Gross profit
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114,282
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73,679
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Operating expenses:
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Technology and development
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48,332
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38,504
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Sales and marketing[1]
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119,370
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37,720
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General and administrative[2]
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48,388
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31,565
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Restructuring
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3,973
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—
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Total operating expenses
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220,063
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107,789
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Loss from operations
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(105,781)
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(34,110)
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Interest expense
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(18,253)
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(9,633)
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Interest and other income, net
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1,178
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1,749
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Loss before income taxes
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|
(122,856)
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(41,994)
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Benefit from income taxes
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39,237
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14,829
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Net loss
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$
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(83,619)
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$
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(27,165)
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Net loss per share - basic and diluted
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$
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(2.47)
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$
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(0.83)
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Weighted-average shares outstanding - basic and diluted
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33,918
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32,702
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Stock-based compensation is allocated as follows:
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Cost of net revenue
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$
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892
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$
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999
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Technology and development
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2,298
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2,429
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Sales and marketing
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3,466
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3,504
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General and administrative
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5,383
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4,760
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$
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12,039
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$
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11,692
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Depreciation and amortization is allocated as follows:
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Cost of net revenue
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$
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24,286
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$
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15,441
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Technology and development
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6,470
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6,297
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Sales and marketing
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9,865
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|
2,041
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General and administrative
|
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1,537
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1,119
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Restructuring
|
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1,296
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—
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$
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43,454
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$
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24,898
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[1] The Sales and marketing expenses of $119.4 million
for the three months ended March 31, 2019 includes $0.4 million of
costs related to executive transition and the strategic review.
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[2] The General and administrative expenses of $48.4
million for the three months ended March 31, 2019 includes $2.2
million of costs related to executive transition and the strategic
review. The General and administrative expenses of $31.6 million for
the three months ended March 31, 2018 includes $4.6 million of
acquisition-related costs.
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Appendix 1.2
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Shutterfly, Inc.
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Consolidated Balance Sheets - GAAP
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(In thousands, except par value amounts)
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(Unaudited)
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March 31, 2019
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December 31, 2018
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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156,337
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$
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521,567
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Short-term investments
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24,439
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34,011
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|
Accounts receivable, net
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56,735
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87,023
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|
Inventories
|
|
20,932
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18,015
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Prepaid expenses and other current assets
|
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102,869
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66,961
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Total current assets
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361,312
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727,577
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Long-term investments
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6,082
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10,808
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Property and equipment, net
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|
342,073
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381,018
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Intangible assets, net
|
|
303,526
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316,154
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Goodwill
|
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843,628
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843,607
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Other assets
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89,293
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23,045
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Total assets
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$
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1,945,914
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$
|
2,302,209
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
|
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|
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Current portion of long-term debt
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|
$
|
5,348
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|
$
|
14,203
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Accounts payable
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41,569
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|
105,407
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|
Accrued liabilities
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|
137,000
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|
226,445
|
|
Operating lease liabilities, current portion
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|
21,564
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|
—
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Deferred revenue, current portion
|
|
96,341
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|
57,319
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Total current liabilities
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|
301,822
|
|
403,374
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|
Long-term debt
|
|
900,145
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|
1,090,442
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|
Operating lease liabilities
|
|
60,701
|
|
—
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Other liabilities
|
|
84,619
|
|
134,027
|
|
Total liabilities
|
|
1,347,287
|
|
1,627,843
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Stockholders’ equity:
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|
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Common stock, $0.0001 par value; 100,000 shares authorized; 34,181
and 33,673 shares issued and outstanding on March 31, 2019 and
December 31, 2018, respectively
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3
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|
3
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Additional paid-in capital
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|
1,077,922
|
|
1,065,531
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Accumulated other comprehensive income
|
|
1,053
|
|
1,592
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|
Accumulated deficit
|
|
(480,351)
|
|
(392,760)
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Total stockholders' equity
|
|
598,627
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|
674,366
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Total liabilities and stockholders' equity
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|
$
|
1,945,914
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$
|
2,302,209
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Appendix 1.3
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Shutterfly, Inc.
|
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Consolidated Statements of Cash Flows - GAAP
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(In thousands)
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(Unaudited)
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|
|
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|
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Three Months Ended March 31,
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|
|
2019
|
|
2018
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(83,619)
|
|
$
|
(27,165)
|
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
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Depreciation and amortization
|
|
29,333
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|
22,564
|
|
Amortization of intangible assets
|
|
12,825
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|
2,334
|
|
Amortization of debt discount and issuance costs
|
|
4,660
|
|
4,122
|
|
Stock-based compensation
|
|
12,039
|
|
11,692
|
|
(Gain) loss on disposal of property and equipment
|
|
(465)
|
|
225
|
|
Deferred income taxes
|
|
2,420
|
|
4,264
|
|
Restructuring
|
|
1,347
|
|
—
|
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Other
|
|
(37)
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accounts receivable
|
|
30,294
|
|
28,174
|
|
Inventories
|
|
(2,959)
|
|
869
|
|
Prepaid expenses and other assets
|
|
(31,169)
|
|
(15,642)
|
|
Accounts payable
|
|
(65,277)
|
|
(73,773)
|
|
Accrued and other liabilities
|
|
(53,507)
|
|
(81,996)
|
|
Net cash used in operating activities
|
|
(144,115)
|
|
(124,332)
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of property and equipment
|
|
(13,726)
|
|
(8,075)
|
|
Capitalization of software and website development costs
|
|
(13,927)
|
|
(8,584)
|
|
Purchases of investments
|
|
—
|
|
(9,523)
|
|
Proceeds from maturities of investments
|
|
14,444
|
|
72,068
|
|
Proceeds from sales of property and equipment
|
|
956
|
|
649
|
|
Net cash (used in) provided by investing activities
|
|
(12,253)
|
|
46,535
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from issuance of common stock upon exercise of stock options
|
|
60
|
|
13,775
|
|
Principal payments of borrowings
|
|
(203,891)
|
|
(750)
|
|
Payment of debt issuance costs
|
|
—
|
|
(1,108)
|
|
Principal payments of finance lease liabilities
|
|
(5,312)
|
|
(4,643)
|
|
Net cash (used in) provided by investing activities
|
|
(209,143)
|
|
7,274
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
281
|
|
—
|
|
Net decrease in cash and cash equivalents
|
|
(365,230)
|
|
(70,523)
|
|
Cash and cash equivalents, beginning of period
|
|
521,567
|
|
489,894
|
|
Cash and cash equivalents, end of period
|
|
$
|
156,337
|
|
$
|
419,371
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing / financing
activities:
|
|
|
|
|
|
Net decrease in accrued purchases of property and equipment
|
|
$
|
(1,420)
|
|
$
|
(3,780)
|
|
Net increase in accrued capitalized software and website development
costs
|
|
1,920
|
|
357
|
|
Stock-based compensation capitalized with software and website
development costs
|
|
292
|
|
323
|
|
Leased assets obtained in exchange for financing lease liabilities
|
|
—
|
|
2,969
|
|
|
|
|
|
|
|
|
|
|
|
Appendix 1.4
|
|
Shutterfly, Inc.
|
|
Shutterfly Consumer Metrics Disclosure
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
2018
|
|
Shutterfly Consumer Metrics
|
|
|
|
|
|
Customers [1]
|
|
2,872,369
|
|
3,220,881
|
|
year-over-year change
|
|
(11)
|
%
|
|
|
|
|
|
|
|
|
|
Orders
|
|
4,108,645
|
|
5,076,150
|
|
year-over-year change
|
|
(19)
|
%
|
|
|
|
|
|
|
|
|
|
Average order value [2]
|
|
$36.23
|
|
$29.96
|
|
year-over-year change
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
[1] An active customer is defined as one that has
transacted in the last trailing-twelve months.
|
|
[2] Average order value solely includes Shutterfly
Consumer revenue.
|
|
|
|
|
|
|
|
|
|
Appendix 1.5
|
|
Shutterfly, Inc.
|
|
Shutterfly Consumer Net Revenue by Brand
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
Mar. 31,
|
|
Jun. 30,
|
|
Sep. 30,
|
|
Dec. 31,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shutterfly Consumer net revenue[1]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shutterfly Brand Core
|
|
$
|
111,668
|
|
$
|
116,041
|
|
$
|
85,502
|
|
$
|
369,016
|
|
$
|
105,076
|
|
$
|
682,228
|
|
Shutterfly Brand PGHD
|
|
30,965
|
|
38,163
|
|
30,006
|
|
110,173
|
|
34,585
|
|
209,307
|
|
Tiny Prints Boutique
|
|
2,134
|
|
1,374
|
|
1,446
|
|
39,910
|
|
1,695
|
|
44,864
|
|
Other
|
|
7,292
|
|
9,425
|
|
9,934
|
|
8,779
|
|
7,491
|
|
35,430
|
|
Total
|
|
$
|
152,059
|
|
$
|
165,003
|
|
$
|
126,888
|
|
$
|
527,878
|
|
$
|
148,847
|
|
$
|
971,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] This 2018 quarterly net revenue by brand table has
been updated to allocate order-to-billed adjustments to each brand
of Shutterfly Consumer net revenue.
|
|
|
|
|
|
Appendix 2.1
|
|
Shutterfly, Inc.
|
|
Segment Disclosure
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
The margin of the Company's three segments compares to non-GAAP
operating loss by adding corporate expenses, amortization of
intangible assets, stock-based compensation, restructuring,
acquisition-related, and executive transition and strategic review
charges.
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
2018
|
|
Shutterfly Consumer:
|
|
|
|
|
|
Net revenue
|
|
$
|
148,847
|
|
$
|
152,059
|
|
Cost of net revenue[1]
|
|
90,406
|
|
84,845
|
|
Technology and development
|
|
33,523
|
|
32,129
|
|
Sales and marketing
|
|
29,123
|
|
30,725
|
|
Credit card fees
|
|
4,156
|
|
4,199
|
|
Margin[1][2]
|
|
$
|
(8,361)
|
|
$
|
161
|
|
Margin %
|
|
(5.6) %
|
|
0.1 %
|
|
|
|
|
|
|
|
Lifetouch[3]:
|
|
|
|
|
|
Net revenue[4]
|
|
$
|
129,952
|
|
$
|
—
|
|
Cost of net revenue
|
|
78,328
|
|
—
|
|
Technology and development
|
|
7,973
|
|
—
|
|
Sales and marketing
|
|
76,295
|
|
—
|
|
Credit card fees
|
|
2,227
|
|
—
|
|
Margin[2]
|
|
$
|
(34,871)
|
|
$
|
—
|
|
Margin %
|
|
(26.8) %
|
|
— %
|
|
|
|
|
|
|
|
Shutterfly Business Solutions:
|
|
|
|
|
|
Net revenue
|
|
$
|
46,527
|
|
$
|
47,666
|
|
Cost of net revenue
|
|
38,151
|
|
39,910
|
|
Technology and development
|
|
3,292
|
|
3,945
|
|
Sales and marketing
|
|
1,408
|
|
1,450
|
|
Margin[2]
|
|
$
|
3,676
|
|
$
|
2,361
|
|
Margin %
|
|
7.9 %
|
|
5.0 %
|
|
|
|
|
|
|
|
Consolidated Segments:
|
|
|
|
|
|
Net revenue[4]
|
|
$
|
325,326
|
|
$
|
199,725
|
|
Cost of net revenue[1]
|
|
206,885
|
|
124,755
|
|
Technology and development
|
|
44,788
|
|
36,074
|
|
Sales and marketing
|
|
106,826
|
|
32,175
|
|
Credit card fees
|
|
6,383
|
|
4,199
|
|
Margin[1][2]
|
|
$
|
(39,556)
|
|
$
|
2,522
|
|
Margin %
|
|
(12.2) %
|
|
1.3 %
|
|
|
|
|
|
|
|
|
|
[1] Includes an immaterial out-of-period adjustment for
shipping services provided in the fourth quarter of 2018 of $2.8
million, which increased cost of net revenue and lowered segment
margin.
|
|
[2] The margins reported reflect only costs that are
directly attributable or allocable to a specific segment and exclude
corporate expenses, amortization of intangible assets, stock-based
compensation, restructuring, acquisition-related, and executive
transition and strategic review charges.
|
|
[3] The Company acquired Lifetouch on April 2, 2018.
|
|
[4] Lifetouch net revenue presented in management
reporting related to certain obligations that would have otherwise
been recorded by Lifetouch as an independent entity but were not
recognized in our condensed consolidated financial statements for
the three months ended March 31, 2019 due to business combination
accounting requirements.
|
|
|
The following table reconciles segment margin to total operating loss,
segment net revenue to Net revenue, and segment cost of net revenue to
Cost of net revenue:
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Total segment margin
|
|
$
|
(39,556)
|
|
$
|
2,522
|
|
Purchase accounting deferred revenue adjustment[1]
|
|
(645)
|
|
—
|
|
Corporate expenses[2]
|
|
(35,089)
|
|
(18,021)
|
|
Amortization of intangible assets
|
|
(12,825)
|
|
(2,334)
|
|
Stock-based compensation expense
|
|
(12,039)
|
|
(11,692)
|
|
Restructuring
|
|
(3,973)
|
|
—
|
|
Executive transition and strategic review charges
|
|
(1,654)
|
|
—
|
|
Acquisition-related charges
|
|
—
|
|
(4,585)
|
|
Operating loss
|
|
$
|
(105,781)
|
|
$
|
(34,110)
|
|
Operating margin
|
|
(32.6) %
|
|
(17.1) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment net revenue
|
|
$
|
325,326
|
|
$
|
199,725
|
|
Purchase accounting deferred revenue adjustment[1]
|
|
(645)
|
|
—
|
|
Net revenue
|
|
$
|
324,681
|
|
$
|
199,725
|
|
|
|
|
|
|
|
Total segment cost of net revenue
|
|
$
|
206,885
|
|
$
|
124,755
|
|
Stock-based compensation for cost of net revenue
|
|
892
|
|
999
|
|
Amortization of intangible assets for cost of net revenue
|
|
2,622
|
|
292
|
|
Cost of net revenue
|
|
$
|
210,399
|
|
$
|
126,046
|
|
|
|
|
|
|
|
|
|
[1] Lifetouch net revenue presented in management
reporting related to certain obligations that would have otherwise
been recorded by Lifetouch as an independent entity but were not
recognized in our condensed consolidated financial statements for
the three months ended March 31, 2019 due to business combination
accounting requirements.
|
|
[2] Corporate expenses include activities that are not
directly attributable or allocable to a specific segment. This
category consists primarily of expenses related to certain functions
performed at the corporate level such as non-manufacturing
facilities, human resources, finance and accounting, legal,
information technology, integration, etc.
|
|
|
|
|
|
Appendix 3.1
|
|
Shutterfly, Inc.
|
|
Reconciliation of Non-GAAP Financial Measures
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
The GAAP and Non-GAAP amounts presented below for the three months
ended March 31, 2019 are impacted by an immaterial out-of-period
adjustment for shipping services provided in the fourth quarter of
2018 of $2.8 million, which increased cost of net revenue and
burdened gross margin, operating loss, net loss, and Adjusted EBITDA
loss.
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2019
|
|
|
|
|
|
|
|
March 31, 2019
|
|
|
|
GAAP Income
|
|
|
|
|
|
|
|
Normalized
|
|
|
|
Statement
|
|
|
|
Adjustments
|
|
|
|
Non-GAAP
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Shutterfly Consumer
|
|
$
|
148,847
|
|
|
|
|
|
|
|
$
|
148,847
|
|
Lifetouch
|
|
129,307
|
|
|
|
645
|
|
[2]
|
|
129,952
|
|
Shutterfly Business Solutions
|
|
46,527
|
|
|
|
|
|
|
|
46,527
|
|
Total net revenue
|
|
324,681
|
|
|
|
645
|
|
|
|
325,326
|
|
Cost of net revenue
|
|
210,399
|
|
[1]
|
|
|
|
|
|
210,399
|
|
Gross profit
|
|
114,282
|
|
[1]
|
|
645
|
|
|
|
114,927
|
|
Gross profit margin
|
|
35.2 %
|
|
[1]
|
|
|
|
|
|
35.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Technology and development
|
|
48,332
|
|
|
|
|
|
|
|
48,332
|
|
Sales and marketing
|
|
119,370
|
|
|
|
(379)
|
|
[3]
|
|
118,991
|
|
General and administrative
|
|
48,388
|
|
|
|
(2,186)
|
|
[3]
|
|
46,202
|
|
Restructuring
|
|
3,973
|
|
|
|
(3,973)
|
|
[4]
|
|
—
|
|
Total operating expenses
|
|
220,063
|
|
|
|
(6,538)
|
|
|
|
213,525
|
|
Operating loss
|
|
(105,781)
|
|
[1]
|
|
7,183
|
|
|
|
(98,598)
|
|
Operating margin
|
|
(32.6) %
|
|
[1]
|
|
|
|
|
|
(30.3) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(18,253)
|
|
|
|
3,886
|
|
[5]
|
|
(14,367)
|
|
Interest and other income, net
|
|
1,178
|
|
|
|
|
|
|
|
1,178
|
|
Income before income taxes
|
|
(122,856)
|
|
[1]
|
|
11,069
|
|
|
|
(111,787)
|
|
Benefit from income taxes
|
|
39,237
|
|
[1]
|
|
|
|
|
|
29,069
|
|
Net loss
|
|
$
|
(83,619)
|
|
[1]
|
|
|
|
|
|
$
|
(82,718)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(2.47)
|
|
[1]
|
|
|
|
|
|
$
|
(2.44)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding - basic and diluted
|
|
33,918
|
|
|
|
|
|
|
|
33,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
$
|
(105,781)
|
|
|
|
|
|
|
|
$
|
(98,598)
|
|
Stock-based compensation
|
|
12,039
|
|
|
|
(911)
|
|
[3]
|
|
11,128
|
|
Amortization of intangible assets
|
|
12,825
|
|
|
|
|
|
|
|
12,825
|
|
Depreciation
|
|
30,629
|
|
|
|
(1,296)
|
|
[4]
|
|
29,333
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
$
|
(45,312)
|
|
Adjusted EBITDA margin
|
|
|
|
|
|
|
|
|
|
(13.9) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] Includes an immaterial out-of-period adjustment for
shipping services provided in the fourth quarter of 2018 of $2.8
million, which increased cost of net revenue, and burdened gross
margin, operating loss, net loss, and Adjusted EBITDA loss.
|
|
[2] Lifetouch net revenue presented in management
reporting related to certain obligations that would have otherwise
been recorded by Lifetouch as an independent entity but were not
recognized in our condensed consolidated financial statements for
the three months ended March 31, 2019 due to business combination
accounting requirements.
|
|
[3] Charges related to executive transition and the
strategic review of which $0.9 million was related to stock-based
compensation expense.
|
|
[4] Restructuring charge related to the planned closure
of four Lifetouch facilities of which $1.3 million was related to
depreciation expense.
|
|
[5] Non-cash charges related to the $200 million debt
repayment made in January 2019 that is considered a partial early
debt extinguishment.
|
|
|
|
|
|
|
|
|
|
Appendix 4.1
|
|
Shutterfly, Inc.
|
|
Reconciliation of Net Income (Loss) to Non-GAAP Net Income (Loss)
and Non-GAAP Net Income (Loss) per Share
|
|
(In thousands, except per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
Mar. 31,
|
|
Jun. 30,
|
|
Sep. 30,
|
|
Dec. 31,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
|
|
$
|
(27,165)
|
|
$
|
(26,512)
|
|
$
|
(73,543)
|
|
$
|
177,616
|
|
$
|
(83,619)
|
|
$
|
50,396
|
|
Restructuring
|
|
—
|
|
2,952
|
|
—
|
|
1,667
|
|
3,973
|
|
4,618
|
|
Acquisition-related charges
|
|
4,585
|
|
8,000
|
|
2,392
|
|
572
|
|
—
|
|
15,549
|
|
Purchase accounting adjustments
|
|
—
|
|
44,282
|
|
3,958
|
|
2,298
|
|
645
|
|
50,538
|
|
Executive transition and strategic review charges
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,565
|
|
—
|
|
Debt repayment impact
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,886
|
|
—
|
|
Tax benefit impact of adjustments
|
|
(1,185)
|
|
(15,171)
|
|
(3,603)
|
|
5,050
|
|
(10,168)
|
|
(14,910)
|
|
Non-GAAP net income (loss)
|
|
$
|
(23,765)
|
|
$
|
13,551
|
|
$
|
(70,796)
|
|
$
|
187,203
|
|
$
|
(82,718)
|
|
$
|
106,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP diluted shares outstanding
|
|
32,702
|
|
33,234
|
|
33,470
|
|
34,218
|
|
33,918
|
|
34,832
|
|
Non-GAAP diluted shares outstanding
|
|
32,702
|
|
35,775
|
|
33,470
|
|
34,218
|
|
33,918
|
|
34,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss) per share
|
|
$
|
(0.83)
|
|
$
|
(0.80)
|
|
$
|
(2.20)
|
|
$
|
5.19
|
|
$
|
(2.47)
|
|
$
|
1.45
|
|
Non-GAAP net income (loss) per share
|
|
$
|
(0.73)
|
|
$
|
0.38
|
|
$
|
(2.12)
|
|
$
|
5.47
|
|
$
|
(2.44)
|
|
$
|
3.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix 4.2
|
|
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,
|
|
Dec. 31,
|
|
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss)
|
|
$
|
(27,165)
|
|
$
|
(26,512)
|
|
$
|
(73,543)
|
|
$
|
177,616
|
|
$
|
(83,619)
|
|
$
|
50,396
|
|
Interest expense
|
|
9,633
|
|
17,769
|
|
16,660
|
|
17,176
|
|
18,253
|
|
61,239
|
|
Interest and other income, net
|
|
(1,749)
|
|
(1,561)
|
|
(856)
|
|
(1,278)
|
|
(1,178)
|
|
(5,444)
|
|
Tax (benefit) provision
|
|
(14,829)
|
|
(12,607)
|
|
(28,797)
|
|
65,496
|
|
(39,237)
|
|
9,262
|
|
Depreciation and amortization
|
|
24,898
|
|
40,377
|
|
41,970
|
|
43,883
|
|
42,158
|
|
151,127
|
|
Stock-based compensation
|
|
11,692
|
|
11,697
|
|
11,931
|
|
12,400
|
|
11,128
|
|
47,721
|
|
Restructuring
|
|
—
|
|
2,952
|
|
—
|
|
1,667
|
|
3,973
|
|
4,618
|
|
Executive transition and strategic review charges
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,565
|
|
—
|
|
Acquisition-related charges
|
|
4,585
|
|
8,000
|
|
2,392
|
|
572
|
|
—
|
|
15,549
|
|
Purchase accounting adjustments
|
|
—
|
|
44,282
|
|
3,958
|
|
2,298
|
|
645
|
|
50,538
|
|
Non-GAAP Adjusted EBITDA
|
|
$
|
7,065
|
|
$
|
84,397
|
|
$
|
(26,285)
|
|
$
|
319,830
|
|
$
|
(45,312)
|
|
$
|
385,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appendix 4.3
|
|
Shutterfly, Inc.
|
|
Reconciliation of Cash Flow from Operating Activities to Non-GAAP
Adjusted EBITDA
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
Mar. 31,
|
|
Jun. 30,
|
|
Sep. 30,
|
|
Dec. 31,
|
|
Mar. 31,
|
|
Dec. 31,
|
|
|
|
2018
|
|
2018[1]
|
|
2018
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(124,332)
|
|
$
|
(75,233)
|
|
$
|
27,041
|
|
$
|
374,450
|
|
$
|
(144,115)
|
|
$
|
201,926
|
|
Interest expense
|
|
9,633
|
|
17,769
|
|
16,660
|
|
17,176
|
|
18,253
|
|
61,239
|
|
Interest and other income, net
|
|
(1,749)
|
|
(1,561)
|
|
(856)
|
|
(1,278)
|
|
(1,178)
|
|
(5,444)
|
|
Tax (benefit) provision
|
|
(14,829)
|
|
(12,607)
|
|
(28,797)
|
|
65,496
|
|
(39,237)
|
|
9,262
|
|
Changes in operating assets and liabilities
|
|
142,368
|
|
53,888
|
|
(45,554)
|
|
(150,834)
|
|
122,617
|
|
(132)
|
|
Other adjustments
|
|
(8,611)
|
|
47,659
|
|
(1,129)
|
|
11,950
|
|
(6,577)
|
|
49,868
|
|
Cash restructuring
|
|
—
|
|
2,200
|
|
—
|
|
—
|
|
2,626
|
|
2,200
|
|
Cash executive transition and strategic review charges
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,654
|
|
—
|
|
Acquisition-related charges
|
|
4,585
|
|
8,000
|
|
2,392
|
|
572
|
|
—
|
|
15,549
|
|
Purchase accounting adjustments
|
|
—
|
|
44,282
|
|
3,958
|
|
2,298
|
|
645
|
|
50,538
|
|
Non-GAAP Adjusted EBITDA
|
|
$
|
7,065
|
|
$
|
84,397
|
|
$
|
(26,285)
|
|
$
|
319,830
|
|
$
|
(45,312)
|
|
$
|
385,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] During the third quarter of 2018, the Company
identified certain amounts attributable to the repayment of accreted
interest on its convertible senior notes that were misclassified
within the statement of cash flows. This misclassification resulted
in a $64 million understatement of net cash used in operating
activities with a corresponding understatement of cash provided by
financing activities for the second quarter of 2018. The quarterly
amounts in the above table have been revised to appropriately
reflect such repayment of accreted interest in cash used in
operating activities during the second quarter of 2018.
|
|
|
|
|
|
|
|
Appendix 5.1
|
|
Shutterfly, Inc.
|
|
Forward-Looking Guidance for Non-GAAP Financial Measures
|
|
(In millions, except per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Forward-Looking Guidance[1][2]
|
|
|
|
|
|
|
|
|
|
|
Three Months Ending
June 30, 2019
|
|
|
Twelve Months Ending
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low
|
|
High
|
|
|
Low
|
|
High
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$469
|
|
$479
|
|
|
$2,130
|
|
$2,210
|
|
Shutterfly Consumer net revenue
|
|
$166
|
|
$170
|
|
|
$975
|
|
$1,025
|
|
Lifetouch net revenue
|
|
$255
|
|
$258
|
|
|
$915
|
|
$935
|
|
SBS net revenue
|
|
$48
|
|
$51
|
|
|
$240
|
|
$250
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$239
|
|
$244
|
|
|
$1,095
|
|
$1,143
|
|
Gross profit margin
|
|
51.0
|
%
|
|
51.0
|
%
|
|
|
51.4
|
%
|
|
51.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$0
|
|
$5
|
|
|
$80
|
|
$105
|
|
Operating margin
|
|
—
|
%
|
|
1.1
|
%
|
|
|
3.8
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$0
|
|
$5
|
|
|
$80
|
|
$105
|
|
Stock-based compensation
|
|
$13
|
|
$13
|
|
|
$50
|
|
$50
|
|
Amortization of intangible assets
|
|
$13
|
|
$13
|
|
|
$51
|
|
$51
|
|
Depreciation
|
|
$33
|
|
$33
|
|
|
$133
|
|
$133
|
|
Adjusted EBITDA
|
|
$59
|
|
$64
|
|
|
$315
|
|
$340
|
|
Adjusted EBITDA margin
|
|
12.6
|
%
|
|
13.4
|
%
|
|
|
14.8
|
%
|
|
15.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
—
|
|
—
|
|
|
$125
|
|
$130
|
|
Capital expenditures as % of net revenue
|
|
—
|
|
—
|
|
|
5.9
|
%
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax rate
|
|
22.0
|
%
|
|
22.0
|
%
|
|
|
30.0
|
%
|
|
30.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
($0.27)
|
|
($0.17)
|
|
|
—
|
|
—
|
|
Diluted
|
|
—
|
|
—
|
|
|
$0.61
|
|
$1.11
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
34.5
|
|
34.5
|
|
|
—
|
|
—
|
|
Diluted
|
|
—
|
|
—
|
|
|
34.8
|
|
34.8
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] Excludes any costs related to executive transition,
the strategic review, the facility closures in 2019, and any
non-recurring charges related to the $200 million debt repayment
made in January 2019. Also excludes any proceeds from the sale of
existing facilities.
|
|
[2] The Company's business outlook is composed entirely
of non-GAAP measures. The Company considers it unreasonably
difficult to reconcile its outlook to comparable GAAP measures.
|
|
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20190425005945/en/
Copyright Business Wire 2019