Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO

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Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Q4 2017 Earnings
Conference Call
January 30, 2018

Christopher North, President and CEO
Mike Pope, CFO
Michael Meek, Lifetouch CEO
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Safe Harbor Disclaimer
This presentation 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 our
positioning for future growth, our expectations around the benefits of the Lifetouch acquisition; our first quarter and full year 2018 guidance, and statements
about historical results that may suggest trends for our business. 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 consumer discretionary spending as a result of general economic conditions; our ability to expand our customer
base and increase sales to existing customers; our ability to meet production requirements; 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; failure to realize the anticipated benefits of our 2017 restructuring activities; consumer acceptance of our products and services;
our ability to develop additional adjacent lines of business; unforeseen changes in expense levels; competition and the pricing strategies of our competitors,
which could lead to pricing pressure; the possibility that the closing conditions to the proposed Lifetouch acquisition may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant a regulatory approval; delay in closing the Lifetouch acquisition or the possibility of non-
consummation of the transaction; the risk of stockholder litigation in connection with contemplated Lifetouch Acquisition; the retention of Lifetouch employees
and our ability to successfully integrate the Lifetouch businesses; risks inherent in the achievement of anticipated synergies and the timing thereof; 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 our business in general, we refer you to the “Risk
Factors” section of our SEC filings, including our most recent Form 10-K and 10-Q, 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.

This presentation includes non-GAAP financial measures, including Adjusted EBITDA, non-GAAP profits/margins, non-GAAP net loss, and non-GAAP net loss per
share. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization and stock-based compensation. We define Adjusted EBITDA
minus Capital Expenditures as Adjusted EBITDA less purchases of property, plant and equipment and capitalization of software and website development costs.
The method we use to produce non-GAAP financial measures is not computed according to GAAP and may differ from the methods used by other companies. To
supplement our consolidated financial statements presented on a GAAP basis, we believe that these non-GAAP measures provide useful information about our
core operating results and thus are appropriate to enhance the overall understanding of our past financial performance and our prospects for the future. These
adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of our underlying
operational results and trends and performance. Management uses these non-GAAP measures to evaluate our 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 profit, net income (loss) or net income (loss) per share determined in accordance with GAAP. Management strongly encourages review
of our financial statements and publicly-filed reports in their entirety and to not rely on any single financial measure.

                                                                                                                                                                       2
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Q4’17 Earnings Call Agenda

• Q4’17 business review   • Q4’17 and FY17 financials        • Michael Meek,
• Lifetouch acquisition   • FY18 and Q1’18 outlook and         Lifetouch CEO
                            Lifetouch financial highlights

                                                                               3
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Q4 2017 Financial Summary
($ in Millions)

                    Total Revenues                                                                 Adj. EBITDA1

                                               $593.8
                  $561.2

                                                                                          $194.8                        $215.6

                  Q4'16                         Q4'17                                     Q4'16                         Q4'17

                                  Met or exceeded guidance on all major metrics.

                      1Adjusted
                              EBITDA is a Non-GAAP measure defined as earnings before interest, taxes, depreciation, amortization and stock-based
                      compensation.
                                                                                                                                                        4
                                                                                                                                                    4
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Strong Q4 Execution
                                        • Platform migration exceeded
                                            expectations

                                        • Retained majority of revenue     and
                                            customers from the migrating
                                            brands

                                        • Premium features in Tiny Prints
                                            Boutique resonated with
                                            customers

                                        •   Cross-purchase of products

Successful platform consolidation significant contributor to Q4 success.

                                                                                     5
                                                                                 5
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Broad-based Holiday Success
                                              • New Cards formats and       features
                                                resonated with customers

                                              •   Double-digit growth in Personalized
                                                  Gifts and Home Decor

                                              • Mobile revenue 21% of Shutterfly brand
                                                  revenue; increase   of 465 basis
                                                  points over Q4’16
                                              • Cards & Stationery and Personalized Gifts
                                                  and Home Décor over 60% of      App
                                                  revenue

Strong performance in Cards & Stationery, Personalized Gifts and Home Décor, and mobile.

                                                                                               6
                                                                                           6
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Manufacturing and Technology Investments Paying Off

                                       •   Benefits from platform consolidation,
                                           process improvements, and equipment
                                           upgrades

                                       • Significant year-over-year improvement
                                           in speed and availability of sites,
                                           apps and upload

                                       •   Manufacturing quality, delivery
                                           speed, accuracy, and customer service

          Strong execution in technology and manufacturing.

                                                                                   7
                                                                               7
Q4 2017 Earnings Conference Call - Christopher North, President and CEO Mike Pope, CFO Michael Meek, Lifetouch CEO
Solid Shutterfly Brand Growth

Shutterfly platform and Shutterfly brand growth in Q4’17. See Appendix for additional details.

                                                                                                 8
                                                                                             8
Strong Growth Year for SBS
                                      • SBS revenue     of $71.9M in Q4’17

                                      • Growth driven     by major multi-
                                         year deal signed in Q3

                                      • Onboarded programs and ramped
                                         volumes quicker than expected
                                      • Early phases of this deal are low margin
                                         with clear opportunities to
                                         improve in 2018

Full Year SBS growth of 41% as volumes ramped sooner than expected.

                                                                                  9
                                                                              9
2018 Plans

                   Make
                Purchasing             Offer a
               Personalized         Broader Range
                 Products            of Products
                  Simple

              Leverage Our
                                       Pivot to
              Manufacturing
                                       Mobile
                Platform

Continue to focus on our four strategic growth initiatives.

                                                               10
                                                              10
Q4 FY17 Financial Results Review

          Mike Pope, CFO

                                   11
Q4 Revenue
($ in Millions)

                                           $593.8
                        $561.2

                         Q4'16             Q4'17

                  Q4’17 net revenues of $593.8 million.

                                                          12
Q4 Revenue by Segment
($ in Millions)

                  Total                         Consumer                             SBS

                           $593.8
         $561.2
                                             $521.5        $521.8

                                                                                           $71.9
                                                                             $39.7

         Q4'16             Q4'17             Q4'16         Q4'17             Q4'16         Q4'17

                             Consumer revenue flat; Shutterfly brand growth
                          offset by anticipated declines from shuttered websites.

                                                                                                   13
Q4 Consumer Metrics

 Active Customers (000’s)                             Orders (000’s)       Average Order Value 1

                                                  10,869          10,464
                                                                             $47.98      $49.87
     6,219         6,111

     Q4'16         Q4'17                           Q4'16          Q4'17      Q4'16       Q4'17

 As expected, platform consolidation impacted our customers and orders volume this quarter,
AOV increased primarily due to stronger performance in premium and more selective discounts.

                  1Average   order value excludes SBS revenues.
                                                                                                   14
Q4 Gross Profit by Segment
 ($ in Millions)

                   Total                         Consumer                          SBS

          $331.2           $339.5             $322.5       $328.5

                                                                           $11.1         $13.1

          Q4'16            Q4'17              Q4'16        Q4'17           Q4'16         Q4'17
GM%

         59.0%             57.2%               61.8%        63.0%          27.9%         18.3%

                                    Q4’17 overall gross margin of 57.2%.

                                                                                                 15
Q4 Total Operating Expenses
($ in Millions)
                                $177.4
                                $11.3                             $160.5
                                $12.7                              $9.8
                                $153.4                            $10.0
                                                                  $140.7

                                Q4'16                             Q4'17

                        Cash Opex   Depreciation & Amortization    Stock Based Comp

      % Revenue                 31.6%                              27.0%

                           Total operating expenses decreased 10%
                  due to strong expense control and platform consolidation.

                                                                                      16
Q4 Operating Expenses by Category
 ($ in Millions)

     Technology & Development          Sales & Marketing         General & Administrative

                                         $98.3
                                                      $78.5

              $44.0      $43.4                                                        $38.6
                                                                        $35.0

             Q4'16       Q4'17          Q4'16         Q4'17             Q4'16        Q4'17

%
              7.8%       7.3%           17.5%        13.2%              6.2%         6.5%
Revenue

Sales & Marketing decreased over prior year, largely driven by more efficient external marketing
                          spend due to the platform consolidation.

                                                                                              17
Q4 Profitability
($ in Millions)
              Gross Profit                            Operating Income                                        Adjusted EBITDA1
          $331.2        $339.5

                                                                                                                                          $215.6
                                                                                                               $194.8
                                                                                $179.0
                                                        $153.8

                                                                            1

          Q4'16         Q4'17                           Q4'16                   Q4'17
                                                                                                               Q4'16                      Q4'17
%
Revenue

          59.0%         57.2%                            27.4%                   30.2%                        34.7%                      36.3%

                                   Q4’17 Adjusted EBITDA was $215.6 million.
                     1Adjusted
                             EBITDA is a Non-GAAP measure defined as earnings before interest, taxes, depreciation, amortization and stock-based
                     compensation.
                                                                                                                                                   18
Q4 Profitability
($ in millions except per share amounts)                                       Q4 FY17 Q4                 FY171          Q4 FY16               Change1
                                                                                                                                                (Y/Y)
Net Revenue                                                                       $593.8              $593.8                $561.2               6%
Gross Profit                                                                      $339.5              $339.5                $331.2                  3%
Gross Margin                                                                        57.2%                57.2%                59.0%

Operating Income                                                                  $179.0              $179.0                $153.8                 16%
Operating Margin                                                                    30.2%                30.2%                27.4%

Adjusted EBITDA2                                                                  $215.6              $215.6                $194.8                 11%
Adjusted EBITDA Margin                                                              36.3%                36.3%                34.7%

Income before Taxes                                                               $170.6              $170.6                $148.0                 15%
Provision for Income Taxes                                                       ($58.9)              ($67.7)               ($57.0)                19%
Tax Rate                                                                            34.5%                39.7%                38.5%

Net Income                                                                        $111.7              $102.8                 $91.0                 13%
Diluted Shares (in millions)                                                        33.1                33.1                  34.6                 (4%)
Net Income per Share (Diluted)
                     1Normalized
                                                                                   $3.37               $3.11                 $2.63                 18%
                                 for tax benefit of $8.9 million related to one-time revaluation of net deferred tax liability as a result of tax law changes.
                     2Adjusted EBITDA is a Non-GAAP measure defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation.
                                                                                                                                                                   19
Annual Capital Expenditures
($ in Millions)
                  $100                                                                                                          0
                                                 $90.2
                                                                                                                                0
                                                                         $81.4
 CapEx $M          $80   $75.0                                                                  $75.5
                                                                                                                        $73.0   0

                                                                                                                                0
                   $60
                                                                                                                                0

                                                                                                                                0
                   $40
                                                                                                                                0

                                                                                                                                0
 (% of Rev)        $20
                         9.6%                    9.8%                    7.7%
                                                                                                6.7%                            0
                                                                                                                        6.1%
                    $0                                                                                                          -
                                                                                                       1
                         2013                    2014                    2015                   2016                    2017

                         Q4’17 capital expenditures were $20.0 million.
                         1Excludes   $9.8 million of printers that the Company acquired in 2016 and immediately sold.

                                                                                                                                    20
Shares Outstanding Trend
(in Millions)

       37.9
                                        34.8
                  4.9                                                33.6               32.3
                               1.8                  2.5        1.3          2.3   1.0

       FY14                            FY15                          FY16               FY17
          Shares Repurchased         Shares Exercised/Vested

 In Q4’17, we repurchased a total of 660 thousand shares for $30.0 million, bringing our
            year-to-date repurchases to 2.3 million shares or $110.0 million.

                                                                                               21
2017 Financial Summary
($ in Millions)

                     Total Revenues                                                                       Adj. EBITDA1

                                                $1,190.2
                  $1,134.2

                                                                                              $208.5                $215.8                $234.1

                                                                                                                                                      2
                    FY16                          FY17                                         FY16                  FY17              FY17 (adj.)

                  2017 revenue of $1.19 billion, and Adjusted EBITDA of $234.1 million.

                      1AdjustedEBITDA is a Non-GAAP measure defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation.
                      2Normalizedfor restructuring charges of $17.0 million and capital lease termination charges of $8.1 million in 2017, of which $18.3 million
                      impacted Adjusted EBITDA.                                                                                                                    22
                                                                                                                                                                  22
2017 Financial Summary
(In Millions except EPS)

                                                                                                                    Adjusted EBITDA minus
            EPS (Diluted)                                Operating Income                                            Capital Expenditures

                                                                                                                                                               $161.1
                               $1.05                                                                                                      $142.8
                                                                                                                     $132.9
               $0.88
                                                                                           $86.7
    $0.45                                                                 $61.6
                                                        $49.1

    FY16       FY17        FY17 (adj.) 1                FY16              FY17         FY17 (adj.) 1                  FY16 2               FY17             FY17 (adj.)
                                                                                                                                                                           1

   Improvement to quality of earnings with Operating Income increasing 76% over 2016, and
                           EPS improving $0.60 to $1.05 per share.
                       1Normalized   for restructuring charges of $17.0 million, capital lease termination charges of $8.1 million, and one-time benefit from tax reform of
                       $8.9 million in 2017; $0.17 impacted earnings per share, $25.1 million impacted operating income, and $18.3 million impacted Adjusted EBITDA
                       2Excludes $9.8 million of printers that the Company acquired in 2016 and immediately sold.                                                          23
                                                                                                                                                                          23
Free Cash Flow1
($ in Millions)

                                                                                                                                         $240

                                                                                                           $194                           $71
                                                $166                          $165
                  $147                                                                                             2
                                                                                                             $80

                                                 $92                           $77
                  $78
                                                                                                                                         $169

                                                                                                            $114
                                                                               $88
                  $69                            $74

                  2013                           2014                         2015                          2016                          2017

                   Free Cash Flow                           Cash flow from Operations                                  Capital Expenditures

                               FY17 Free Cash Flow grew 49% over the prior year.

                     1Free   cash flow is a non-GAAP financial measure that the Company defines as net cash provided by operating activities less capital expenditures.
                     2Excludes   $9.8 million of printers that the Company acquired in 2016 and immediately sold.                                                         24
2017 Consumer Metrics

Active Customers (000’s)                            Orders (000’s)       Average Order Value 1

                                                 27,109         26,328

   10,116         10,048                                                  $36.80       $37.87

   FY16            FY17                           FY16          FY17      FY16         FY17

   Customers remained relatively flat over prior year despite shuttering of three websites,
                       and significantly reducing marketing spend.

                1Average   order value excludes SBS revenues.
                                                                                                 25
2017 Revenue by Segment
($ in Millions)

                  Total                         Consumer                      SBS

     $1,134.2             $1,190.2
                                        $997.6        $997.0

                                                                                    $193.2
                                                                     $136.7

       FY16                FY17          FY16         FY17            FY16          FY17

              Consumer revenues remained flat, while SBS revenue grew 41% over 2016.

                                                                                             26
Lifetouch Acquisition

Christopher North, CEO

                         27
Compelling Strategic and Financial Rationale

Combine shared mission and cultures focused on sharing life’s joy through photos

Uniquely complementary asset (customers, revenue diversity, seasonality,
manufacturing)

Significant cost synergies, leveraging shared manufacturing platform, increasing scale,
utilization, and driving cost savings

Significant near and longer-term cross-sell opportunities

Ongoing source of customer acquisition, corresponding to Shutterfly’s target customer
profile

Improved financial profile with increased revenue, adjusted EBITDA and FCF scale

                                                                                           28
                                                                                          28
Lifetouch is the Undisputed Leader of
                                 Cherished School Picture Day Tradition

Lifetouch Overview and History
•   Lifetouch has provided cherished, iconic school photographs
    to families since 1936

•   Large and stable consumer expenditure; 123 thousand
    schools and 53 million students (1)
                                                                                                   Lifetouch Revenue Breakdown
•   Undisputed leader in School photography
                                                                                                            Other (4)
•   Only national brand; more than 10x next largest regional
    player
                                                                                                                        26%
•   Prior to acquisition by Shutterfly, Lifetouch was 100%
    employee owned ESOP with large use of cash for ESOP
    repurchase obligations (2)
                                                                                                                                         74%            School
•   New management team in place since 2017 is leading                                                                                                Photography
    transition to position Lifetouch for long-term success

•   Large employee base; 8,000 year-round, full and part-time
    employees, and up to 10,000 seasonal employees (peak in
    September and October for Fall School photo days) (3)

                             Notes
                             1. Expected market statistics – source: U.S. Department of Education National Center for Education Statistics
                             2. The ESOP will wind-down subsequent to closing of the acquisition
                             3. As of June 30, 2017
                             4. Includes Portrait Studios, Church Photography, and iMemories Platform. Twelve month period ended December 31, 2017.                  29
                                                                                                                                                                    29
Combining Shared Mission to Better Serve Customers

          Helping people share life’s joy                                                          Providing lifelong memories for all

›   Leader in personalized photo-based products                                    ›     Leader in school photography

›   $1.2 billion LTM Revenue                                                       ›     $953.6 million LTM Revenue (3)

›   $234 million LTM Adjusted EBITDA                                               ›     $120.9 million LTM EBITDA (3)

›   10 million active customers                                                    ›     10+ million households

›   26 million orders per year                                                     ›     50+ thousand schools served; 25+ million children

›   Vertically integrated manufacturing, specializing in                                 photographed

    four-color digital                                                             ›     Vertically integrated manufacturing, specializing in

›   Peak demand in November/December                                                     traditional prints

›   40+ billion photos hosted on platform                                          ›     Peak demand in September/October

                                                                                   ›     1+ million new kindergarten households per year
                                  Notes
                                  1. LTM represents the twelve month period-ended December 31, 2017
                                  2. Shutterfly metrics as of December 31, 2017, Lifetouch metrics as of June 30, 2017
                                                                                                                                                30
                                  3. See appendix for details
Revenue Value Creation Opportunities

         Additional                                                            Cross-sell                                             New Customer Acquisition
         Customer Touchpoints                                                  Opportunity                                            Channel for Shutterfly
    1.    Combined we can be present for every
          important milestone and celebration

                                     K-12

                       PRESCHOOL              GRADUATION                       Wide assortment            Photo packages to               Various marketing            Engages with over
                                                                               of products                parents                         channels for                 10 million
                       BIRTH
                                                 HOLIDAYS &                                                                               customer acquisition         households
                                                  SEASONAL

                                                                                                      =                                                           =
                                   WEDDINGS

    2.    Combined we can offer a wide variety of                         1.   Add all student photos to Shutterfly Photos and use   1.   Shutterfly has access to highly qualified potential
          cherished photography products year-round                            Shutterfly platform for purchasing                         customers from Lifetouch at low customer
                                                                                                                                          acquisition cost
                                                                          2.   Market Shutterfly’s personalized products to
PERSONALIZED GIFTS /
       HOME DECOR
                                                              PRINTS           parents in addition to current student photo          2.   Ability to touch new parent photo customers who
                                                                               packages                                                   do not yet shop on Shutterfly.com

           CARDS AND                                          PHOTO
          STATIONERY                                          BOOKS

             SCHOOL
            PICTURES                                          CALENDARS

                                                                                                                                                                                                 31
                                                                                                                                                                                                31
Outlook and Lifetouch Financial

         Mike Pope, CFO

                                  32
2018 Shutterfly Guidance1
($ and shares in millions, except per share amounts)
                                                                                                                                 FY18
Net Revenues                                                                                                              $1,220 to $1,260
Consumer Net Revenues                                                                                                     $1,020 to $1,050
Shutterfly Business Solutions (SBS) Net Revenues                                                                            $200 to $210
Gross Profit Margin                                                                                                        48.5% to 49.5%
Operating Income                                                                                                            $115 to $135
Adjusted EBITDA2                                                                                                            $260 to $280
Adjusted EBITDA Margin2                                                                                                    21.3% to 22.2%
Effective Tax Rate                                                                                                               26.0%
Net Income per Share                                                                                                       $1.94 to $2.38
Diluted Shares (weighted average share in millions)                                                                               33.9
Capital Expenditures                                                                                                               $65

1Excludes   acquisition-related expenses.
2Adjusted   EBITDA is a Non-GAAP measure and is defined as earnings before interest, taxes, depreciation, amortization and stock based compensation.

                                                                                                                                                       33
Q1 FY18 Shutterfly Guidance1

($ and shares in millions, except per share amounts)                                                                           Q1 FY18

Net Revenues                                                                                                              $190 to $194
Gross Profit Margin                                                                                                     38.0% to 38.5%
Operating Loss                                                                                                            $(32) to $(34)
Adjusted EBITDA2                                                                                                              $3 to $5
Effective Tax Rate                                                                                                              26.0%
Net Loss per Share                                                                                                    $(0.92) to $(0.96)
Basic Shares (weighted average share in millions)                                                                                 32.5

 1Excludes   acquisition-related expense.
 2Adjusted   EBITDA is a Non-GAAP measure and is defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation.

                                                                                                                                                        34
Lifetouch Acquisition Highlights
              • Shutterfly will acquire Lifetouch for $825 million in cash
               – Transaction multiple of 8.25x NTM Pro-forma Adjusted EBITDA of $100 million; 5.5x NTM Pro-forma
Transaction      Adjusted EBITDA ($100 million) plus year 3 synergies ($50 million), totaling $150 million
               – Approved by Board of Directors of Shutterfly and Lifetouch ESOP trustee

              • Increased revenue scale with significant Adjusted EBITDA and cash flow contribution
               – In the first twelve months following close, Lifetouch is expected to contribute revenue of $935 million,
 Financial       and Adjusted EBITDA of $100 million
  Impact       – Revenue and cost synergies contributing $50 million of incremental Adjusted EBITDA annually by year 3
              • Targeted $450+ million of Total Adjusted EBITDA by 2020 (1)

              • Cash consideration fully funded through $825 million incremental 1st Lien Term Loan B
              • Pro-forma Adjusted Total Debt of $1.5 billion, including $300 million of convertible debt scheduled to be
 Financing      repaid in May 2018
              • For the time being, suspension of Shutterfly share repurchase program

              • Subject to customary closing conditions, including regulatory review
Process and
              • Expect transaction to close in Q2 2018
  Timing
              • Lifetouch to be reported as a separate segment in company filings

                       Notes                                                                                                 35
                                                                                                                            35
                       1. See slide 36 for additional detail
2020 Adjusted EBITDA Target of $450M
Targeting a minimum of $450 million of Adjusted EBITDA in 2020 based on:

•   $270 million of Shutterfly stand-alone Adjusted EBITDA in 2018 (based on mid-point)
•   $100 million of Lifetouch stand-alone Adjusted EBITDA
•   5% growth in the combined underlying Shutterfly and Lifetouch baseline businesses
•   $50 million of incremental Adjusted EBITDA as a result of revenue and cost synergies

($ in Millions)
                                                2020 Adjusted EBITDA Target

                  Baseline 2018 Adjusted EBITDA
                   Shutterfly                                                                            $         270
                   Lifetouch                                                                             $         100
                  Shutterfly + Lifetouch Baseline 2018 Adjusted EBITDA                                   $         370

                   add: 2019 and 2020 Baseline Growth                                                    $           37
                  Shutterfly + Lifetouch Baseline 2020 Adjusted EBITDA                                   $         407
                   add: Year 3 EBITDA contribution from Revenue & Cost Synergies $                                   50
                  2020 Adjusted EBITDA target                                                            $         457

                        We have not reconciled our 2020 combined company adjusted ebitda target and 2018 Lifetouch stand-alone adjusted ebitda to comparable GAAP
                        operating income 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 and charges related to the proposed acquisition, which are reconciling items between GAAP
                        operating loss and non-GAAP Adjusted EBITDA. The factors that may impact our future stock-based compensation expense and capitalization and
                        amortization of internal-use software are out of our control and/or cannot be reasonably predicted, and therefore we are unable to provide such
                        guidance without unreasonable effort. Factors include our market capitalization and related volatility of our stock price and our inability to project
                                                                                                                                                                                  36
                        the cost or scope of internally-produced software and charges related to the proposed acquisition during this time period.                               36
Q&A
Appendix
Reconciliation of Non-GAAP Adjusted EBITDA

($ in millions)                     Q4’17    Q4’16

GAAP net income                     $111.7     $91.0
 Interest expense, net                 8.4       5.8
 Tax provision                        58.9      57.0
 Depreciation and amortization        25.7      28.6
 Stock-based compensation expense     10.9      12.4
 Restructuring charges                   -         -
Non-GAAP Adjusted EBITDA            $215.6    $194.8

                                                       39
FY17 Restructuring
($ in millions)              Q1’17    Q2’17    Q3’17     Q4’17       FY17

Restructuring charges:
  Property, equipment
                               $3.9     $2.8      $1.8           -     $8.5
  and intangibles
  Employee costs                3.8      1.4       0.7           -      5.9
  Inventory                     1.2      0.2         -           -      1.4
  Other costs                   0.1      0.3       0.8           -      1.2
Total                          $9.0     $4.7      $3.3           -    $17.0

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Q4’17 Shutterfly Revenue Bridge
Shutterfly Brand and Shutterfly Platform revenue growth rates include a benefit from the platform consolidation and the shuttering of
legacy Tiny Prints, Wedding Paper Divas, and MyPublisher websites. The following bridges Q4’16 Shutterfly Brand revenue to Q4’17
Shutterfly Brand revenue and Q4’17 Shutterfly Platform revenue by estimating revenue attributable to i) baseline Shutterfly brand
revenue growth (our best estimate of an organic Shutterfly brand growth rate), ii) incremental Shutterfly Brand revenue growth from
the shuttering of legacy Tiny Prints, Wedding Paper Divas, and MyPublisher websites, and iii) the opening of the Tiny Prints Boutique.

                     (1) The Revenue bridge uses customer cohort data to estimate Q4'17 Shutterfly brand revenue from the shuttering of legacy Tiny Prints, Wedding
                         Paper Divas, and MyPublisher websites that benefits the Shutterfly brand growth rate (“Incremental Revenue from Shuttered Websites”). Baseline
                         Shutterfly brand revenue growth ($29.9 million or 7%) is then calculated as the difference between total Shutterfly brand growth ($60.4 million),
                         less Incremental Revenue from Shuttered Websites ($30.5 million).
                     (2) Incremental Revenue from Shuttered Websites is Q4’17 Shutterfly brand revenue from legacy Tiny Prints, Wedding Paper Divas, and MyPublisher
                         registered users, less an estimate of what Shutterfly brand revenue from this cohort would have been if the legacy Tiny Prints, Wedding Paper
                         Divas, and MyPublisher websites were still open.                                                                                                  41
Consumer Revenues by Brand
($ in Millions)

                                                                   Three Months Ended                                         Year Ended
                             Mar. 31,   Jun. 30,    Sep. 30,        Dec. 31,  Mar. 31,   Jun. 30,   Sep. 30,   Dec. 31,   Dec. 31,   Dec. 31,
                              2016        2016       2016            2016       2017       2017      2017       2017       2016        2017

Consumer net revenues
 Shutterfly Brand            $ 114.4    $ 133.4     $ 111.0        $ 404.1    $ 123.9    $ 139.9    $ 115.9    $ 464.5    $ 762.9    $ 844.2
 Tiny Prints Boutique             -          -           -              -          -          -         1.9       48.9         -        50.8
 Tiny Prints (1)                12.2       14.8         8.0           93.6       10.5       12.9         -          -       128.6       23.4
                       (2)
 Wedding Paper Divas            16.4       14.6        11.4            9.0       14.2       11.4        8.5         -        51.5       34.2
 My Publisher (3)                5.0        4.5         4.4            6.6        5.0        6.1         -          -        20.5       11.1
 Other                           7.4        9.3         9.2            8.2        7.0        8.8        9.1        8.3       34.1       33.3
Total                        $ 155.4    $ 176.6     $ 144.0        $ 521.5    $ 160.6    $ 179.1    $ 135.4    $ 521.7    $ 997.6    $ 997.0

(1)
    Tiny Prints website shut down on June 28, 2017.
(2)
    Wedding Paper Divas website shut down on September 13, 2017.
(3)
    MyPublisher website shut down on May 15, 2017.

                                                                                                                                                42
Lifetouch Income Statements
($ in Millions)
                                                                            Audited                               Unaudited
                                                                  Fiscal Year Ended June 30,                   12 Months Ended
                                                        2015                  2016             2017              Dec 31, 2017

      Net Sales                                          $1,021.9               $986.6            $963.9                $953.6

      Cost and Expenses
         Materials, Labor and Processing                       192.2             184.9                185.8              179.8
         Engineering and Development                             9.2               8.8                  8.7                7.8
         Selling Expenses                                      621.6             597.6                591.8              580.7
         General and Administrative Expenses                    77.9              85.2                 88.5               80.3
         Amortization of Intangible Assets                      11.3              10.2                  5.3                4.5
         Restructuring, Acquisition and Other Charges           17.2               4.0                 15.1               20.1
             Total Costs and Expenses                          929.4             890.7                895.2              873.2

      Operating Income Before Contributions to ESOP
         and Retirement Plans                                   92.5              95.9                 68.7               80.4

      Contributions to ESOP and Retirement Plans                76.4               72.1                72.6                72.6

      Operating Income (Loss)                                   16.1              23.8                 (3.9)               7.8

      Other Income (Expense)                                     2.1                2.2                 1.9                 1.8

      Income (Loss) Before Income Taxes                         18.2              26.0                 (2.0)               9.6

      Income Tax (Benefit) Provision                             1.6                2.0                (1.4)               (1.6)

      Net Income (Loss)                                        $16.6             $24.0                ($0.6)             $11.2

                                                                                                                                    43
                                                                                                                                   43
Lifetouch Operating Income to EBITDA Bridge
 ($ in Millions)

                                                                 Audited                            Unaudited
                                                       Fiscal Year Ended June 30,                12 Months Ended
                                                2015               2016             2017           Dec 31, 2017

Operating Income (Loss)                             $16.1             $23.8             ($3.9)              $7.8
   Depreciation                                      41.1              38.7              37.3               36.0
   Amortization of Intangible Assets                 11.3              10.2               5.3                4.5
   Contributions to ESOP and Retirement Plans        76.4              72.1              72.6               72.6
EBITDA                                             $144.9            $144.8            $111.3             $120.9

Purchases of Property, Plant and Equipment         ($25.8)            ($37.6)          ($35.5)             ($29.6)

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