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8-K - 8-K - SYNCHRONOSS TECHNOLOGIES INCa13-4698_18k.htm

Exhibit 99.1

 

 

200 Crossing Boulevard, Bridgewater, NJ  08807

Press Release:

 

SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES

FOURTH QUARTER AND FULL YEAR 2012 FINANCIAL RESULTS

 

·                  Non-GAAP total revenue of $73.9 million increases 19% year-over-year

·                  Non-GAAP operating income of $18.7 million represents 25% operating margin

·                  Non-GAAP EPS of $0.29 exceeds the high-end of our expectations

 

BRIDGEWATER, NJ — February 7, 2013 Synchronoss Technologies, Inc. (NASDAQ: SNCR), the mobile innovation company that provides personal cloud solutions and software-based activation for connected devices across the globe, today announced financial results for the fourth quarter and full year 2012.

 

“The company’s strong business momentum contributed to revenue and profitability that were above the high end of our expectations for the fourth quarter,” said Stephen G. Waldis, Founder and Chief Executive Officer of Synchronoss.  “2012 was a transformational year for Synchronoss.  Mobile operators began to solidify their cloud strategies, and we achieved our goal of winning cloud services engagements with several of the largest mobile operators around the globe.  In addition, our recent acquisition of NewBay further expands our market share, our Personal Cloud platform functionality and our customer relationships.”

 

Waldis added, “As we look ahead, we are very optimistic about Synchronoss’ future as we are positioned to take advantage of certain powerful industry drivers such as the growth in connected devices and cloud services.  We remain on track to deploy our Personal Cloud platform with multiple major operators over the course of 2013, and we believe Synchronoss is poised to deliver strong growth on a sustained basis as our customers launch, scale and expand their cloud services.”

 

On a GAAP basis, Synchronoss reported net revenues of $73.2 million, representing an increase of 18% compared to the fourth quarter of 2011.  Gross profit was $41.9 million and income from operations was $6.6 million in the fourth quarter of 2012.  Net income applicable to common stock was $3.4 million, leading to diluted earnings per share of $0.09, compared to $0.21 for the fourth quarter of 2011. 

 

On a non-GAAP basis, Synchronoss reported net revenues, which adds back the purchase accounting adjustment related to revenues for certain acquisitions, of $73.9 million, an increase of 19% compared to the fourth quarter of 2011.  Gross profit for the fourth quarter of 2012 was $44.2 million, representing a gross margin of 60%.  Income from operations was $18.7 million in the fourth quarter of 2012, representing a year-over-year increase of 18% and an operating margin of 25%.  Net income was $11.1 million in the fourth quarter of 2012, down from $13.3 million in the year ago period due to a higher tax rate in the fourth quarter of 2012 caused by the delayed renewal of federal research and development tax credits in the United States.  Diluted earnings per share were $0.29 for the fourth quarter of 2012, above the high-end of our expectations and compared to $0.34 for the fourth quarter of 2011.

 

A reconciliation of GAAP to non-GAAP results 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 Measures.”

 

“We are pleased with the leverage displayed in Synchronoss’ business model during 2012.  While we invested heavily in the company’s Personal Cloud platform and global distribution, Synchronoss delivered a record annual non-GAAP gross margin of 60% along with 200 basis points of non-GAAP operating margin expansion,” said Lawrence R. Irving, Chief Financial Officer and Treasurer.  “We believe there is additional, leverage in our financial model over time as our Tier 1 carrier customers deploy and scale our higher

 



 

margin cloud platform.”

 

Other Fourth Quarter and Recent Business Highlights:

 

·                  Business outside of the AT&T relationship accounted for approximately $43.6 million of non-GAAP revenue, representing approximately 59% of total revenue.  Verizon Wireless remained the largest contributor to Synchronoss’ business outside of AT&T, representing over 10% of Synchronoss’ revenue for the quarter.  Business related to AT&T accounted for approximately $30.3 million of non-GAAP revenue, representing the other 41% of total revenue.

 

·                  During December 2012, Synchronoss acquired NewBay, a wholly owned subsidiary of Blackberry (formerly Research in Motion), for $55.5 million in cash.  NewBay’s technology assets and millions of worldwide subscribers further establish Synchronoss as the leader in providing cloud based mobile content services for mobile operators around the world.  NewBay also bolsters Synchronoss’ international presence, including its relationship with several mobile operators in Europe.

 

Full Year 2012 Summary Financial Results

 

·                  On a GAAP basis: Revenues for the full year 2012 were $273.7 million, an increase of 19% compared to $229.1 million in the prior year. Gross profit was $158.0 million for the full year 2012. Income from operations was $41.5 million and net income was $27.1 million, leading to full year 2012 diluted earnings per share of $0.69.

 

·                  On a Non-GAAP basis: Revenues for the full year 2012 were $275.2 million, an increase of 19% compared to $230.5 million in the prior year. Gross profit for the full year 2012 was $164.3 million, representing a gross margin of 60%.  Income from operations was $69.8 million for the full year 2012 and represented an operating margin of 25%. Net income was $43.2 million for the full year 2012, leading to diluted earnings per share of $1.10, an increase from $0.98 in the prior year.

 

Conference Call Details

 

In conjunction with this announcement, Synchronoss will host a conference call on Thursday, February 7, 2013, at 4:30 p.m. (ET) to discuss the company’s financial results.  To access this call, dial 866-700-7101 (domestic) or 617-213-8837 (international). The pass code for the call is 44264651.  Additionally, a live web cast of the conference call will be available on the “Investor Relations” page on the company’s web site www.synchronoss.com.

 

Following the conference call, a replay will be available at 888-286-8010 (domestic) or 617-801-6888 (international).  The replay pass code is 55365997.  An archived web cast of this conference call will also be available on the “Investor Relations” page of the company’s web site, www.synchronoss.com.

 

Non-GAAP Financial Measures

 

Synchronoss has provided in this release selected financial information that has not been prepared in accordance with GAAP. This information includes historical non-GAAP revenues, gross profit, operating income, net income, effective tax rate, earnings per share and cash flows from operating activities. Synchronoss uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating Synchronoss’ ongoing operational performance. Synchronoss believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Synchronoss’ industry, many of which present similar non-GAAP financial measures to investors. As noted, the non-GAAP financial results discussed above add back the deferred revenue write-down associated with acquisitions, fair value stock-based compensation expense, acquisition-related costs, changes in the contingent consideration obligation, deferred compensation expense related to earn outs and amortization of intangibles associated with acquisitions.

 



 

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures as detailed above. As previously mentioned, a reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release.

 

About Synchronoss Technologies, Inc.

 

Synchronoss Technologies (NASDAQ: SNCR) is the mobile innovation company that provides personal cloud solutions and software-based activation for connected devices across the globe. The company’s proven and scalable technology solutions allow customers to connect, synchronize and activate connected devices and services that empower enterprises and consumers to live in a connected world. For more information visit us at:

 

Web: www.synchronoss.com
Blog: http://blog.synchronoss.com
Twitter: http://twitter.com/synchronoss

 

Forward-looking Statements

 

This document may include certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook” or words of similar meanings. These statements are based on our current beliefs or expectations and are inherently subject to various risks and uncertainties, including those set forth under the caption “Risk Factors” in Synchronoss’ Annual Report on Form 10-K for the year ended December 31, 2011 and other documents filed with the U.S. Securities and Exchange Commission. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. Synchronoss does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

 

The Synchronoss logo, Synchronoss, ConvergenceNow, InterconnectNow, ConvergenceNow Plus+ and SmartMobility are trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective owners.

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

 

 

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

36,028

 

$

69,430

 

Marketable securities

 

20,188

 

51,504

 

Accounts receivable, net of allowance for doubtful accounts of $258 and $356 at December 31, 2012 and 2011, respectively

 

77,565

 

57,387

 

Prepaid expenses and other assets

 

19,009

 

16,061

 

Deferred tax assets

 

4,114

 

3,938

 

 

 

 

 

 

 

Total current assets

 

156,904

 

198,320

 

Marketable securities

 

653

 

31,642

 

Property and equipment, net

 

58,162

 

34,969

 

Goodwill

 

115,517

 

54,617

 

Intangible assets, net

 

110,760

 

63,969

 

Deferred tax assets

 

6,961

 

12,606

 

Other assets

 

3,482

 

2,495

 

 

 

 

 

 

 

Total assets

 

$

452,439

 

$

398,618

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

8,980

 

$

7,712

 

Accrued expenses

 

37,069

 

24,153

 

Deferred revenues

 

11,320

 

8,834

 

Contingent consideration obligation

 

3,279

 

4,735

 

 

 

 

 

 

 

Total current liabilities

 

60,648

 

45,434

 

Lease financing obligation - long term

 

9,540

 

9,241

 

Contingent consideration obligation - long-term

 

5,100

 

8,432

 

Other liabilities

 

2,494

 

948

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at December 31, 2012 and 2011

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized, 42,533 and 41,063 shares issued; 38,674 and 38,394 outstanding at December 31, 2012 and 2011, respectively

 

4

 

4

 

Treasury stock, at cost (3,859 and 2,669 shares at December 31, 2012 and 2011, respectively

 

(67,918

)

(43,712

)

Additional paid-in capital

 

344,469

 

307,586

 

Accumulated other comprehensive loss

 

(365

)

(699

)

Retained earnings

 

98,467

 

71,384

 

 

 

 

 

 

 

Total stockholders’ equity

 

374,657

 

334,563

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

452,439

 

$

398,618

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF INCOME

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

73,181

 

$

62,151

 

$

273,692

 

$

229,084

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services (2)(3)(4)*

 

31,282

 

28,325

 

115,670

 

106,595

 

Research and development (2)(3)(4)

 

14,216

 

10,504

 

52,307

 

41,541

 

Selling, general and administrative (2)(3)(4)

 

14,952

 

12,973

 

46,680

 

44,886

 

Net change in contingent consideration obligation

 

(500

)

(357

)

(6,235

)

2,954

 

Depreciation and amortization

 

6,611

 

3,710

 

23,812

 

14,739

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

66,561

 

55,155

 

232,234

 

210,715

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

6,620

 

6,996

 

41,458

 

18,369

 

Interest income

 

292

 

349

 

1,315

 

821

 

Interest expense

 

(296

)

(255

)

(998

)

(928

)

Other income (expense) (5)

 

303

 

(43

)

889

 

97

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

6,919

 

7,047

 

42,664

 

18,359

 

Income tax expense (benefit)

 

(3,470

)

1,161

 

(15,581

)

(3,233

)

 

 

 

 

 

 

 

 

 

 

Net income

 

$

3,449

 

$

8,208

 

$

27,083

 

$

15,126

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic (1)

 

$

0.09

 

$

0.22

 

$

0.71

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

Diluted (1)

 

$

0.09

 

$

0.21

 

$

0.69

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

37,894

 

37,683

 

38,195

 

37,372

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

38,631

 

38,755

 

39,126

 

38,619

 

 


* Cost of services excludes depreciation which is shown separately.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Adjustment to net income for equity mark-to-market on contingent consideration obligation:

 

 

 

 

 

 

 

 

 

Net income

 

$

3,449

 

$

8,208

 

$

27,083

 

$

15,126

 

Income effect for equity mark-to-market on contingent consideration obligation, net of tax

 

 

 

 

1,466

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to shares of common stock for earnings per share

 

$

3,449

 

$

8,208

 

$

27,083

 

$

16,592

 

 

 

 

 

 

 

 

 

 

 

(2) Amounts include fair value stock-based compensation as follows:

 

 

 

 

 

 

 

 

 

Cost of services

 

$

1,183

 

$

1,308

 

$

4,244

 

$

4,981

 

Research and development

 

1,585

 

1,579

 

5,441

 

4,510

 

Selling, general and administrative

 

3,270

 

2,725

 

10,740

 

11,236

 

 

 

 

 

 

 

 

 

 

 

Total fair value stock-based compensation expense

 

$

6,038

 

$

5,612

 

$

20,425

 

$

20,727

 

 

 

 

 

 

 

 

 

 

 

(3) Amounts include acquisition and restructuring costs as follows:

 

 

 

 

 

 

 

 

 

Cost of services

 

$

73

 

$

 

$

73

 

$

15

 

Research and development

 

76

 

 

285

 

253

 

Selling, general and administrative

 

2,886

 

2,149

 

3,310

 

2,491

 

 

 

 

 

 

 

 

 

 

 

Total acquisition and restructuring costs

 

$

3,035

 

$

2,149

 

$

3,668

 

$

2,759

 

 

 

 

 

 

 

 

 

 

 

(4) Amounts include fair value earn-out cash and stock compensation as follows:

 

 

 

 

 

 

 

 

 

Cost of services

 

$

283

 

$

82

 

$

482

 

$

432

 

Research and development

 

161

 

264

 

630

 

1,023

 

Selling, general and administrative

 

227

 

303

 

546

 

2,448

 

 

 

 

 

 

 

 

 

 

 

Total fair value earn-out cash and stock compensation expense

 

$

671

 

$

649

 

$

1,658

 

$

3,903

 

 

 

 

 

 

 

 

 

 

 

(5) Amounts include Fx change of the contingent consideration obligation as follows:

 

 

 

 

 

 

 

 

 

Other (expense) income

 

$

(62

)

$

 

$

20

 

$

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP financial measures and reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Revenue

 

$

73,181

 

$

62,151

 

$

273,692

 

$

229,084

 

Add: Deferred Revenue Write-Down

 

736

 

150

 

1,484

 

1,387

 

Non-GAAP Revenue

 

$

73,917

 

$

62,301

 

$

275,176

 

$

230,471

 

 

 

 

 

 

 

 

 

 

 

GAAP Revenue

 

$

73,181

 

$

62,151

 

$

273,692

 

$

229,084

 

Less: Cost of Services

 

31,282

 

28,325

 

115,670

 

106,595

 

GAAP Gross Margin

 

41,899

 

33,826

 

158,022

 

122,489

 

Add: Deferred revenue write-down

 

736

 

150

 

1,484

 

1,387

 

Add: Fair value stock-based compensation

 

1,183

 

1,308

 

4,244

 

4,981

 

Add: Acquisition and restructuring costs

 

73

 

 

73

 

15

 

Add: Deferred compensation expense - earn-out

 

283

 

82

 

482

 

432

 

Non-GAAP Gross Margin

 

$

44,174

 

$

35,366

 

$

164,305

 

$

129,304

 

Non-GAAP Gross Margin %

 

60

%

57

%

60

%

56

%

 

 

 

 

 

 

 

 

 

 

GAAP income from operations

 

$

6,620

 

$

6,996

 

$

41,458

 

$

18,369

 

Add: Deferred revenue write-down

 

736

 

150

 

1,484

 

1,387

 

Add: Fair value stock-based compensation

 

6,038

 

5,612

 

20,425

 

20,727

 

Add: Acquisition and restructuring costs

 

3,035

 

2,149

 

3,668

 

2,759

 

Add: Net change in contingent consideration obligation

 

(500

)

(357

)

(6,235

)

2,954

 

Add: Deferred compensation expense - earn-out

 

671

 

649

 

1,658

 

3,903

 

Add: Amortization expense

 

2,110

 

660

 

7,360

 

2,640

 

Non-GAAP income from operations

 

$

18,710

 

$

15,859

 

$

69,818

 

$

52,739

 

 

 

 

 

 

 

 

 

 

 

GAAP net income attributable to common stockholders

 

$

3,449

 

$

8,208

 

$

27,083

 

$

15,126

 

Add: Deferred revenue write-down, net of tax

 

473

 

61

 

959

 

922

 

Add: Fair value stock-based compensation, net of tax

 

3,865

 

3,253

 

13,199

 

13,773

 

Add: Acquisition and restructuring costs, net of taxes

 

1,956

 

1,409

 

2,370

 

1,833

 

Add: Net change in contingent consideration obligation, net of Fx change, net of tax

 

(438

)

(341

)

(6,255

)

1,963

 

Add: Deferred compensation expense - earn-out, net of tax

 

430

 

330

 

1,071

 

2,594

 

Add: Amortization expense, net of tax

 

1,348

 

376

 

4,756

 

1,754

 

Non-GAAP net income

 

$

11,083

 

$

13,296

 

$

43,183

 

$

37,965

 

Diluted non-GAAP net income per share

 

$

0.29

 

$

0.34

 

$

1.10

 

$

0.98

 

Weighted shares outstanding - Diluted

 

38,631

 

38,755

 

39,126

 

38,619

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

Year Ended December 31,

 

 

 

2012

 

2011

 

Operating activities:

 

 

 

 

 

Net income

 

$

27,083

 

$

15,126

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

23,812

 

14,739

 

Loss on disposal of asset

 

230

 

 

Amortization of bond premium

 

1,216

 

622

 

Proceeds from insurance claim

 

 

(199

)

Deferred income taxes

 

1,475

 

(642

)

Non-cash interest on leased facility

 

921

 

918

 

Stock-based compensation

 

20,425

 

22,051

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net of allowance for doubtful accounts

 

(11,611

)

(19,409

)

Prepaid expenses and other current assets

 

8,129

 

597

 

Other assets

 

(496

)

(349

)

Accounts payable and accrued expenses

 

(631

)

7,695

 

Contingent consideration obligation

 

(8,211

)

2,188

 

Excess tax benefit from the exercise of stock options

 

(6,920

)

(3,575

)

Other liabilities

 

(497

)

(183

)

Deferred revenues

 

949

 

3,006

 

Net cash provided by operating activities

 

55,874

 

42,585

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of fixed assets

 

(33,234

)

(14,732

)

Proceeds from insurance claim

 

 

199

 

Purchases of marketable securities available-for-sale

 

(13,146

)

(82,098

)

Sales and maturities of marketable securities available-for-sale

 

74,334

 

7,259

 

Business acquired, net of cash

 

(105,177

)

(55,752

)

Net cash used in investing activities

 

(77,223

)

(145,124

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

7,949

 

17,707

 

Payments on contingent consideration obligation

 

(2,268

)

(8,533

)

Excess tax benefit from the exercise of stock options

 

6,920

 

3,576

 

Repurchase of common stock

 

(24,615

)

(19,999

)

Proceeds from the sale of Treasury Stock in connection with an employee stock purchase plan

 

612

 

 

Payments on capital obligations

 

(1,015

)

(945

)

Net cash (used in) provided by financing activities

 

(12,417

)

(8,194

)

Effect of exchange rate changes on cash

 

364

 

(204

)

Net decrease in cash and cash equivalents

 

(33,402

)

(110,937

)

Cash and cash equivalents at beginning of year

 

69,430

 

180,367

 

Cash and cash equivalents at end of period

 

$

36,028

 

$

69,430

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

Reconciliation of GAAP to Non-GAAP Cash Provided by Operating Activities

(in thousands)

(Unaudited)

 

 

 

Year Ended December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Non-GAAP cash provided by operating activities and reconciliation:

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities (GAAP)

 

$

55,874

 

$

42,585

 

Add: Tax benefits from stock options exercised

 

6,920

 

3,575

 

Add: Cash payments on settlement of Earn-out

 

3,533

 

3,026

 

Adjusted cash flow provided by operating activities (Non-GAAP)

 

$

66,327

 

$

49,186

 

 

SOURCE: Synchronoss Technologies, Inc.

 

Synchronoss Technologies, Inc.

Investor:

Brian Denyeau, 646-277-1251

investor@synchronoss.com

or

Media:

Stacie Hiras, 908-547-1260

stacie.hiras@synchronoss.com