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
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99-3330068
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(Commission
File Number)
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|
(IRS
Employer Identification No.)
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|
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2800
Bridge Parkway, Suite 101, Redwood City, California
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94065
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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
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Description
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99.01
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Press
release, dated February 4, 2009.
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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.
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By:
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/s/ Mark J. Rubash
Mark
J. Rubash
Senior
Vice President & Chief Financial Officer
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Date: February
4, 2009
EXHIBIT
INDEX
Number
|
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Description
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99.01
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Press
release, dated February 4, 2009
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