SFLY Shutterfly Inc

On September 6, 2019, Shutterfly, Inc. (the “Company”) will use a lender presentation in connection with meetings with prospective lenders to discuss the possible refinancing of its existing capital structure in connection with the previously announced merger with Photo Holdings Merger Sub, Inc. A copy of certain information contained in the lender presentation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The lender presentation will also note that for the quarter-to-date period beginning in the third quarter of 2019 and ending on September 4, 2019, orders for the Shutterfly Consumer segment had grown 7% year-over-year. There can be no assurances that any such refinancing will be completed.

The information contained in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Use of Non-GAAP Financial Information

The Company has supplemented the financial measures contained in the excerpt attached as Exhibit 99.1 that are provided in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. The Company believes that these non-GAAP financial measures provide useful information about its operating results and thus are appropriate to enhance the overall understanding of its past financial performance. 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 methods used by the Company to produce non-GAAP financial results may differ from the methods used by other companies. The Company’s 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 measure of the non-GAAP financial measures is included in the excerpt attached hereto as Exhibit 99.1.