a50738767_ex99-01.htm

Exhibit 99.01

Shutterfly Announces Third Quarter 2013 Financial Results

●	Net revenues increase 25% year-over-year to $122.7 million
●	GAAP net loss of ($0.27) per diluted share
●	Adjusted EBITDA loss of ($1.1) million
●	51st consecutive quarter of year-over-year net revenue growth

REDWOOD CITY, October 29, 2013 -- Shutterfly, Inc. (NASDAQ:SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced financial results for the third quarter ended September 30, 2013.

“We delivered another quarter of strong execution resulting in a 25% year over year increase in revenue with improved profitability,” said Jeffrey Housenbold, President and CEO. “We are now managing a portfolio of seven consumer premium brands, along with our enterprise business, as we continue to augment our organic growth with strategic and disciplined acquisitions. We have a great line up of new products and services across our portfolio and are prepared to delight our customers in the important fourth quarter.”

Third Quarter 2013 Financial Highlights

●	Net revenues totaled $122.7 million, a 25% year-over-year increase.
●	Third quarter 2013 represents the 51st consecutive quarter of year-over-year net revenue growth.
●	Consumer net revenues totaled $112.7 million, a 25% year-over-year increase.
●	Enterprise net revenues totaled $10.0 million, a 22% year-over-year increase.
●	Gross profit margin was 42% of net revenues, compared to 44% in the third quarter of 2012.
●	Operating expenses, excluding $13.3 million of stock-based compensation, totaled $72.7 million.
●	GAAP net loss was ($10.1) million, compared to ($10.5) million in the third quarter of 2012.
●	GAAP net loss per diluted share was ($0.27), compared to ($0.29) in the third quarter of 2012.
●	Non-GAAP net loss per diluted share was ($0.24), compared to ($0.29) in the third quarter of 2012.
●	Adjusted EBITDA loss was ($1.1) million, compared to ($3.1) million in the third quarter of 2012.
●	At September 30, 2013, cash and cash equivalents totaled $335.1 million.

Third Quarter 2013 Operating Metrics

●	Transacting customers totaled 2.4 million, a 6% year-over-year increase.
●	Orders totaled 3.9 million, an 8% year-over-year increase.
●	Average order value was $29.07, an increase of 16% year-over-year.

Business Outlook

Fourth Quarter 2013:

●	Net revenues to range from $392.1 million to $405.1 million, a year-over-year increase of 11.5% to 15.2%.
●	GAAP gross profit margin to range from 60.3% to 61.3% of net revenues.
●	Non-GAAP gross profit margin to range from 61.1% to 62.1% of net revenues.
●	GAAP operating income to range from $94.9 million to $105.0 million.
●	Non-GAAP operating income to range from $116.6 million to $126.7 million.
●	GAAP effective tax rate to range from 57.6% to 59.9%.
●	GAAP net income per diluted share to range from $0.92 to $1.08.
●	Non-GAAP net income per diluted share to range from $0.95 to $1.11.
●	Weighted average diluted shares of approximately 39.9 million.
●	Adjusted EBITDA to range from $129.2 million to $139.3 million.

Full Year 2013:

●	Net revenues to range from $765.0 million to $778.0 million, a year-over-year increase of 19.4% to 21.4%.
●	GAAP gross profit margin to range from 52.9% to 53.5% of net revenues.
●	Non-GAAP gross profit margin to range from 54.5% to 55.2% of net revenues.
●	GAAP operating income to range from $12.4 million to $22.5 million.
●	Non-GAAP operating income to range from $94.5 million to $104.6 million.
●	GAAP effective tax rate to range from 30% to 35%.
●	GAAP net income per diluted share to range from $0.06 to $0.22.
●	Non-GAAP net income per diluted share to range from $0.20 to $0.35.
●	Weighted average diluted shares of approximately 39.6 million.
●	Adjusted EBITDA to range from $137.7 million to $147.8 million, or 18% to 19% of net revenues.
●	Capital expenditures to range from 9.8% to 10.4% of net revenues.

Notes to the Third Quarter 2013 Financial Results and Business Outlook

Adjusted EBITDA is a non-GAAP financial measure that the Company defines as earnings before interest, taxes, depreciation, amortization and stock-based compensation.

Free cash flow is a non-GAAP financial measure that the Company defines as Adjusted EBITDA less purchases of property, plant, and equipment and capitalization of software development costs.

Non-GAAP earnings per share is defined as non-GAAP net income (loss), which excludes interest expense related to the issuance of 0.25% convertible senior notes in May 2013, divided by diluted non-GAAP shares outstanding, which is GAAP diluted weighted average shares outstanding less any shares issuable under the Company’s convertible senior notes.

Consumer category includes net revenues from stationery and greeting cards, photo books, calendars and photo-based merchandise, photo prints, and the related shipping revenues. Consumer also includes net revenues from advertising and sponsorship programs.

Enterprise category includes net revenues primarily from variable, four-color direct marketing collateral manufactured and fulfilled for business customers.

Average Order Value (AOV) is defined as total net revenues (excluding Enterprise) divided by total orders.

The foregoing financial guidance replaces any of the Company’s previously issued financial guidance which should no longer be relied upon.

Third Quarter 2013 Conference Call

Management will review the third quarter 2013 financial results and its expectations for the fourth quarter and full year 2013 on a conference call on Tuesday, October 29, 2013 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 970-315-0490. The webcast, as well as a podcast, will be archived and available at http://www.shutterflyinc.com. A replay of the conference call will be available through Tuesday, November 12, 2013. To hear the replay, please dial (404) 537-3406, replay passcode 77208774.

Non-GAAP Financial Information

This press release contains certain non-GAAP financial measures. Tables are provided at the end of this 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 profit margins, non-GAAP operating income (loss) and the related operating income (loss) margins, adjusted EBITDA, free cash flow, and non-GAAP net income (loss) per share. 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.

To supplement the Company's consolidated financial statements presented on a GAAP basis, we believe 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, operating income (loss), net income (loss) or net income (loss) per share determined in accordance with GAAP. For more information, please see Shutterfly's SEC Filings, including the most recent Form 10-K and Form 10-Q, which are available on the Securities and Exchange Commission's Web site at www.sec.gov.

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, which involve risks and uncertainties. These forward-looking statements include statements regarding the Company's growth, customer satisfaction with the Company’s products and services and financial expectations for the fourth quarter and full year 2013 set forth under the caption "Business Outlook." The Company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that might contribute to such differences include, among others, economic downturns and the general state of the economy; decreased consumer discretionary spending as a result of the macroeconomic environment; the loss of sales partners for our products; our ability to expand our customer base and increase sales to existing customers and meet production requirements; our ability to successfully integrate acquired businesses and assets; 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; consumer acceptance of our products and services; our ability to develop additional adjacent lines of business; unforeseen changes in expense levels; and competition, which could lead to pricing pressure. 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 the Company's most recent Form 10-K and Form 10-Q, and the Company's other filings, 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.

# # #

About Shutterfly, Inc.

Shutterfly, Inc. is the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands. Founded in 1999, the Shutterfly, Inc. family of brands includes: Shutterfly, where your photos come to life in photo books, cards and gifts; Tiny Prints, premium cards and stationery for all life’s occasions; Wedding Paper Divas, wedding invitations and stationery for every step of the planning process; and Treat, personalized greeting cards that really stand out. For more information about Shutterfly, Inc. (NASDAQ:SFLY), visit www.shutterfly-inc.com.

Contacts

Media Relations:

Gretchen Sloan, 650-610-5276

gsloan@shutterfly.com

Investor Relations:

Michael Look, 650-610-5910

mlook@shutterfly.com

Shutterfly, Inc.
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Net revenues	$	122,685		$	98,536		$	372,854		$	288,847
Cost of net revenues		71,308			55,129			204,877			155,892
Gross profit		51,377			43,407			167,977			132,955
Operating expenses:
Technology and development		27,508			21,538			78,032			60,976
Sales and marketing		36,774			29,575			109,946			86,615
General and administrative		21,717			16,039			62,518			45,975
Total operating expenses		85,999			67,152			250,496			193,566
Loss from operations		(34,622	)		(23,745	)		(82,519	)		(60,611	)
Interest expense		(3,609	)		(148	)		(5,684	)		(456	)
Interest and other income, net		139			14			181			30
Loss before income taxes		(38,092	)		(23,879	)		(88,022	)		(61,037	)
Benefit from income taxes		27,944			13,401			53,658			31,008
Net loss	$	(10,148	)	$	(10,478	)	$	(34,364	)	$	(30,029	)


Net loss per share - basic and diluted	$	(0.27	)	$	(0.29	)	$	(0.92	)	$	(0.84	)

Weighted-average shares outstanding - basic and diluted		37,814			36,062			37,541			35,691

Stock-based compensation is allocated as follows:

Cost of net revenues	$	646		$	424		$	1,802		$	1,329
Technology and development		2,459			1,502			6,843			6,465
Sales and marketing		5,774			2,613			14,030			8,508
General and administrative		5,103			3,826			15,494			11,206
	$	13,982		$	8,365		$	38,169		$	27,508

Shutterfly, Inc.
Consolidated Balance Sheets
(In thousands, except par value amounts)
(Unaudited)

	September 30,			December 31,
	2013			2012

ASSETS
Current assets:
Cash and cash equivalents	$	335,140		$	245,088
Accounts receivable, net		15,640			13,574
Inventories		8,373			5,032
Deferred tax asset, current portion		20,811			7,713
Prepaid expenses and other current assets		70,758			15,268
Total current assets		450,722			286,675
Property and equipment, net		135,593			92,667
Intangible assets, net		120,241			122,269
Goodwill		379,675			358,349
Deferred tax asset, net of current portion		731			854
Other assets		15,783			4,310
Total assets	$	1,102,745		$	865,124

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,424		$	31,503
Accrued liabilities		40,751			88,472
Deferred revenue		21,025			17,845
Total current liabilities		82,200			137,820
Convertible senior notes, net		240,662			-
Deferred tax liability		28,817			24,298
Other liabilities		21,382			11,720
Total liabilities		373,061			173,838

Stockholders' equity
Common stock, $0.0001 par value; 100,000 shares authorized; 37,958 and 36,358 shares
issued and outstanding at September 30, 2013 and December 31, 2012, respectively		4			4
Additional paid-in-capital		757,113			652,110
Accumulated earnings/ (deficit)		(27,433	)		39,172
Total stockholders' equity		729,684			691,286
Total liabilities and stockholders' equity	$	1,102,745		$	865,124

Shutterfly, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Nine Months Ended
	September 30,
	2013			2012

Cash flows from operating activities:
Net loss	$	(34,364	)	$	(30,029	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		30,652			19,327
Amortization of intangible assets		22,239			14,761
Amortization of debt discount and transaction costs		4,592			-
Stock-based compensation, net of forfeitures		38,169			27,508
(Gain) / Loss on disposal of property and equipment		10			(895	)
Deferred income taxes		(7,988	)		(4,729	)
Tax benefit from stock-based compensation		4,745			14,938
Excess tax benefits from stock-based compensation		(5,385	)		(14,938	)
Changes in operating assets and liabilities:
Accounts receivable, net		(1,455	)		(1,587	)
Inventories		(2,426	)		(1,843	)
Prepaid expenses and other current assets		(53,774	)		(44,349	)
Other assets		(7,427	)		(30	)
Accounts payable		(10,670	)		3,790
Accrued and other liabilities		(50,735	)		(27,327	)
Deferred revenue		2,188			3,620
Other non-current liabilities		357			(407	)
Net cash used in operating activities		(71,272	)		(42,190	)

Cash flows from investing activities:
Acquisition of business and intangibles, net of cash acquired		(41,120	)		(35,683	)
Purchases of property and equipment		(48,550	)		(26,912	)
Capitalization of software and website development costs		(12,057	)		(9,603	)
Proceeds from sale of equipment		173			982
Net cash used in investing activities		(101,554	)		(71,216	)

Cash flows from financing activities:
Proceeds from borrowings of convertible senior notes, net of issuance costs		291,897			-
Proceeds from issuance of warrants		43,560			-
Purchase of convertible note hedge		(63,510	)		-
Principal payments of capital lease obligations		(488	)		-
Proceeds from issuance of common stock upon exercise of stock options		18,275			8,538
Repurchases of common stock		(32,241	)		-
Excess tax benefits from stock-based compensation		5,385			14,938
Net cash provided by financing activities		262,878			23,476

Net increase/ (decrease) in cash and cash equivalents		90,052			(89,930	)
Cash and cash equivalents, beginning of period		245,088			179,915
Cash and cash equivalents, end of period	$	335,140		$	89,985

Supplemental schedule of non-cash activities
Net increase/ (decrease) in accrued purchases of property and equipment	$	(1,506	)	$	8,479
Increase in estimated fair market value of building under build-to-suit lease		4,552			4,850
Amount due from adjustment of net working capital from acquired business		73			-
Amount due for acquisition of business		-			165

Shutterfly, Inc.
Consumer Metrics Disclosure

	Three Months Ended
	September 30,
	2013			2012

Consumer Metrics

Customers		2,380,513			2,247,174
year-over-year growth		6	%

Orders		3,877,182			3,605,959
year-over-year growth		8	%

Average order value*	$	29.07		$	25.06
year-over-year growth		16	%

* Average order value excludes Enterprise revenue.

Shutterfly, Inc.
Reconciliation of Forward-Looking Guidance for Non-GAAP Financial Measures to GAAP Measures
(In millions, except per share amounts)


	Forward-Looking Guidance
	GAAP													Non-GAAP
	Range of Estimate						Adjustments							Range of Estimate
	From			To			From			To				From			To

Three Months Ending December 31, 2013

Net revenues		$392.1			$405.1			-			-				$392.1			$405.1
Gross profit margin		60.3	%		61.3	%		0.8	%		0.8	%	[a]		61.1	%		62.1	%
Operating income		$94.9			$105.0			$21.7			$21.7		[b]		$116.6			$126.7
Operating margin		24	%		26	%		6	%		5	%	[b]		30	%		31	%

Stock-based compensation		$13.5			$13.5			$13.5			$13.5				-			-
Amortization of intangible assets		$8.2			$8.2			$8.2			$8.2				-			-

Adjusted EBITDA*															$129.2			$139.3

Diluted earnings per share		$0.92			$1.08			$0.03			$0.04		[e]		$0.95			$1.11
Diluted shares		39.9			39.9
Effective tax rate		59.9	%		57.6	%


Twelve Months Ending December 31, 2013

Net revenues		$765.0			$778.0			-			-				$765.0			$778.0
Gross profit margin		52.9	%		53.5	%		1.7	%		1.7	%	[c]		54.5	%		55.2	%
Operating income		$12.4			$22.5			$82.1			$82.1		[d]		$94.5			$104.6
Operating margin		2	%		3	%		10	%		10	%	[d]		12	%		13	%

Stock-based compensation		$51.7			$51.7			$51.7			$51.7				-			-
Amortization of intangible assets		$30.4			$30.4			$30.4			$30.4				-			-

Adjusted EBITDA*															$137.7			$147.8
Adjusted EBITDA* margin															18.0	%		19.0	%

Diluted earnings per share		$0.06			$0.22			$0.14			$0.13		[f]		$0.20			$0.35
Diluted shares		39.6			39.6
Effective tax rate		30	%		35	%

Capital expenditures - % of net revenues		9.8	%		10.4	%

*	Adjusted EBITDA is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation, amortization and stock-based compensation.
[a]	Reflects estimated adjustments for stock-based compensation expense of approximately $700K and amortization of purchased intangible assets of approximately $2.8 million.
[b]	Reflects estimated adjustments for stock-based compensation expense of approximately $13.5 million and amortization of purchased intangible assets of approximately $8.2 million.
[c]	Reflects estimated adjustments for stock-based compensation expense of approximately $2.5 million and amortization of purchased intangible assets of approximately $10.4 million.
[d]	Reflects estimated adjustments for stock-based compensation expense of approximately $51.7 million and amortization of purchased intangible assets of approximately $30.4 million.
[e]	Reflects estimated adjustments for interest expense of approximately $1.3 million, net of tax.
[f]	Reflects estimated adjustments for interest expense of approximately $5.7 million, net of tax.

Shutterfly, Inc.
Reconciliation of GAAP Gross Profit Margin to Non-GAAP Gross Profit Margin
(In thousands)
(Unaudited)
	Three Months Ended																					Year Ended
	Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,
	2012			2012			2012			2012			2013			2013			2013			2012

GAAP gross profit	$	41,238		$	48,310		$	43,407		$	212,812		$	54,855		$	61,745		$	51,377		$	345,767
Stock-based compensation		462			443			424			367			564			592			646			1,696
Amortization of intangible assets		1,454			1,516			1,570			1,856			2,390			2,608			2,685			6,396
Non-GAAP gross profit	$	43,154		$	50,269		$	45,401		$	215,035		$	57,809		$	64,945		$	54,708		$	353,859

Non-GAAP gross profit margin		47	%		51	%		46	%		61	%		50	%		49	%		45	%		55	%

Shutterfly, Inc.
Reconciliation of GAAP Operating Margin to Non-GAAP Operating Margin
(In thousands)
(Unaudited)
	Three Months Ended																					Year Ended
	Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,
	2012			2012			2012			2012			2013			2013			2013			2012

GAAP operating income (loss)	$	(19,080	)	$	(17,786	)	$	(23,745	)	$	101,324		$	(23,964	)	$	(23,933	)	$	(34,622	)	$	40,713
Stock-based compensation		9,617			9,526			8,365			9,814			11,538			12,649			13,982			37,322
Amortization of intangible assets		4,013			5,090			5,658			5,924			6,511			7,539			8,189			20,685
Non-GAAP operating income (loss)	$	(5,450	)	$	(3,170	)	$	(9,722	)	$	117,062		$	(5,915	)	$	(3,745	)	$	(12,451	)	$	98,720

Non-GAAP operating margin		(6	%)		(3	%)		(10	%)		33	%		(5	%)		(3	%)		(10	%)		15	%

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,			Jun. 30,			Sep. 30,			Dec. 31,
	2012			2012			2012			2012			2013			2013			2013			2012

GAAP net income (loss)	$	(10,040	)	$	(9,511	)	$	(10,478	)	$	53,027		$	(12,405	)	$	(11,811	)	$	(10,148	)	$	22,998
Interest expense		152			156			148			141			139			1,936			3,609			597
Interest and other income, net		(7	)		(9	)		(14	)		(12	)		(7	)		(35	)		(139	)		(42	)
Tax (benefit) provision		(9,185	)		(8,422	)		(13,401	)		48,168			(11,691	)		(14,023	)		(27,944	)		17,160
Depreciation and amortization		10,024			11,820			12,244			16,021			15,738			17,580			19,573			50,109
Stock-based compensation		9,617			9,526			8,365			9,814			11,538			12,649			13,982			37,322
Non-GAAP Adjusted EBITDA	$	561		$	3,560		$	(3,136	)	$	127,159		$	3,312		$	6,296		$	(1,067	)	$	128,144

Shutterfly, Inc.
Reconciliation of Cash Flow from Operating Activities to Non-GAAP Adjusted EBITDA and Free Cash Flow
(In thousands)
(Unaudited)
	Three Months Ended																					Year Ended
	Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,
	2012			2012			2012			2012			2013			2013			2013			2012

Net cash provided by (used in) operating activities	$	(47,961	)	$	9,339		$	(3,568	)	$	193,571		$	(83,504	)	$	11,923		$	309		$	151,381
Interest expense		152			156			148			141			139			1,936			3,609			597
Interest and other income, net		(7	)		(9	)		(14	)		(12	)		(7	)		(35	)		(139	)		(42	)
Tax (benefit) provision		(9,185	)		(8,422	)		(13,401	)		48,168			(11,691	)		(14,023	)		(27,944	)		17,160
Changes in operating assets and liabilities		55,912			739			11,482			(111,895	)		101,426			2,555			19,961			(43,762	)
Other adjustments		1,650			1,757			2,217			(2,814	)		(3,051	)		3,940			3,137			2,810
Non-GAAP Adjusted EBITDA		561			3,560			(3,136	)		127,159			3,312			6,296			(1,067	)		128,144
Less: Purchases of property and equipment		(6,499	)		(12,264	)		(16,628	)		(12,838	)		(10,832	)		(15,869	)		(20,343	)		(48,229	)
Less: Capitalized technology & development costs		(3,072	)		(2,801	)		(3,730	)		(2,925	)		(3,495	)		(4,255	)		(4,307	)		(12,528	)
Free cash flow	$	(9,010	)	$	(11,505	)	$	(23,494	)	$	111,396		$	(11,015	)	$	(13,828	)	$	(25,717	)	$	67,387

Shutterfly, Inc.
Reconciliation of Net Income/(Loss) per Share to Non-GAAP Net Income/(Loss) per Share
(In thousands)
(Unaudited)
	Three Months Ended																				Year Ended
	Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,		Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,
	2012			2012			2012			2012		2013			2013			2013			2012
GAAP net income (loss)	$	(10,040	)	$	(9,511	)	$	(10,478	)	$	53,027	$	(12,405	)	$	(11,811	)	$	(10,148	)	$	22,998
Add back interest expense related to:
Amortization of debt discount		-			-			-			-		-			1,401			2,771			-
Amortization of debt issuance costs		-			-			-			-		-			160			260			-
0.25% coupon		-			-			-			-		-			93			188			-
Tax effect		-			-			-			-		-			(770	)		(2,046	)		-
Non-GAAP net income (loss)		(10,040	)		(9,511	)		(10,478	)		53,027		(12,405	)		(10,927	)		(8,975	)		22,998

GAAP diluted shares outstanding		35,199			35,812			36,062			37,764		37,034			37,775			37,814			37,432
Add back:
Dilutive effect of convertible notes		-			-			-			-		-			-			-			-
Non-GAAP diluted shares outstanding		35,199			35,812			36,062			37,764		37,034			37,775			37,814			37,432

GAAP net income (loss) per share	$	(0.29	)	$	(0.27	)	$	(0.29	)	$	1.40	$	(0.33	)	$	(0.31	)	$	(0.27	)	$	0.61
Non-GAAP net income (loss) per share	$	(0.29	)	$	(0.27	)	$	(0.29	)	$	1.40	$	(0.33	)	$	(0.29	)	$	(0.24	)	$	0.61