Synchronoss Announces Financial Results for the Full Year 2017 and First Quarter of 2018
- Filed Form 10-K for 2017, including restated results for 2015 and 2016, and Form 10-Q for the first quarter of 2018
Summary Financial Highlights:
Mr. Irving continued, “Our financial performance in the first quarter of
2018 reflects the 2017 impact of transitioning our business, as well as
management’s focus on completing the financial statement refiling
process. The company wound down its enterprise strategy and re-focused
on a TMT strategy that leverages its telecom roots, in addition to
transitioning its Digital Cloud business to a premium subscriber model.
With these distractions now behind us, and a new, re-focused strategy in
place along with a meaningful infusion of new leadership brought into
the company, we believe
First Quarter 2018 Financial Results
- Revenue: Total Revenue was
$83.7 million , compared to$86.1 million in the first quarter of 2017. Revenue in the first quarter of 2018 was favorably impacted by$11.0 million due to the implementation of ASC 606. Digital Cloud Revenue was$61.3 million , a 19.9% decrease year-over-year, and Messaging Revenue was$22.4 million , a 133.7% increase year-over-year. The year-over-year decrease in Digital Cloud revenue reflects the transition of our Cloud business to a focus on a premium subscriber model. The year-over-year increase in Messaging revenue reflects new sales in the Japanese market and revenue related to the delivery and launch of a new advanced messaging solution. - Gross profit: Gross profit was
$39.2 million , representing a 46.8% gross margin. Non-GAAP gross profit was$40.3 million , representing a 48.1% non-GAAP gross margin. - Operating Income (Loss) from continuing operations: Loss from
continuing operations was
($44.2) million , compared to a loss of($51.3) million in the year-ago period.
Non-GAAP loss from continuing operations was($20.9) million , compared to a loss of($27.1) million in the year-ago period. Non-GAAP loss from continuing operations excludes stock-based compensation expense, acquisition costs, restructuring, amortization expense, integration costs, and one-time expenses due to restatement.
- Adjusted EBITDA: Adjusted EBITDA was
($5.9) million , compared to($12.4) million in the year-ago period. Adjusted EBITDA represents GAAP operating loss plus stock-based compensation expense, acquisition and restructuring charges, the net change in contingent consideration obligation, depreciation and amortization and restatement expenses. - Net Income (Loss) from continuing operations net of loss
attributable to non-controlling interests: Net loss from
continuing operations net of loss attributable to non-controlling
interests was
($40.0) million , or($0.95) per share based on 42.2 million weighted-average shares outstanding. This compares to a net loss of($58.7) million , or($1.33) per share based on 44.2 million weighted-average shares outstanding in 2017.
Non-GAAP net loss from continuing operations net of loss attributable to non-controlling interests was($22.6) million , or($0.54) per share, based on 42.2 million weighted-average shares outstanding. This compares to a net loss of($27.9) million , or($0.63) per share based on 44.2 million weighted-average shares outstanding in the year-ago period.
- Cash and Cash Flow: As of
March 31, 2018 ,Synchronoss had$320.0 million in cash, cash equivalents, short-term investments and restricted cash.Synchronoss had$228.1 million of convertible senior notes, net of issuance costs as ofMarch 31, 2018 and$165.2 million of redeemable convertible preferred stock, net of issuance costs and discount.Synchronoss used 9.4 million in cash from operations,$1.1 million in purchase of fixed assets and$7.0 of capitalized software costs, leading to negative free cash flow of$17.5 million , compared to negative free cash flow of$19.4 million in the year-ago period.
Full Year 2017 Financial Results
- Revenue: Total Revenue was
$402.4 million , compared to$426.3 million in 2016. Digital Cloud Revenue was$348.5 million , a 9.6% decrease year-over-year, and Messaging Revenue was$53.9 million , a 31.8% increase year-over-year. - Gross profit: Gross profit was
$220.9 million , representing a 54.9% gross margin. Non-GAAP gross profit was$227.3 million , representing a 56.5% non-GAAP gross margin. - Operating Income (Loss) from continuing operations: Loss from
continuing operations was
($129.6) million , compared to a loss from continuing operations of($122.6) million in 2016.
Non-GAAP loss from continuing operations was$3.6 million in 2017, compared to non-GAAP income from continuing operations of$14.4 million in 2016.
- Adjusted EBITDA: Adjusted EBITDA was
$56.5 million , compared to$69.8 million in the year-ago period. - Net Income (Loss) from continuing operations net of (loss) income
attributable to non-controlling interests: Net loss from
continuing operations net of loss attributable to non-controlling
interests was
($184.9) million , or($4.14) per share based on 44.7 million weighted-average shares outstanding. This compares to a net loss of($78.7) million , or($1.81) per share based on 43.6 million weighted-average shares outstanding in 2016. Net loss reflects the impact of higher interest expense, a loss on the extinguishment of debt, an equity method investment loss, and other expense.
Non-GAAP net loss from continuing operations net of loss attributable to non-controlling interests was($84.1) million , or($1.88) per share based on 44.7 million weighted-average shares outstanding. This compares to non-GAAP net income of$12.6 million , or$0.29 per share, based on 43.6 million weighted-average shares outstanding in the year-ago period.
- Cash and Cash Flow: As of
December 31, 2017 ,Synchronoss had$249.2 million in cash, cash equivalents, short-term investments and restricted cash.Synchronoss had$227.7 million of convertible senior notes, net of issuance costs as ofDecember 31, 2017 .Synchronoss used$18.2 million in cash from operations during 2017,$12.2 million related to the purchase of fixed assets and$9.1 million related to capitalized software costs, leading to free cash flow of negative$39.5 million , compared to free cash flow of$54.3 million in the year-ago period. 2017 free cash flow was impacted of approximately$37.2 million of one-time cash expenses related to the Company’s restatement process.
Summary of Restatement Effects on Prior Year Periods
The company’s Annual Report on Form 10-K for 2017 includes the
restatement of its financial statements for the years ended
The circumstances that led to the restatement were in three primary areas:
Revenue Recognition Related to Hosting Services: Historically, the company entered into hosting arrangements that included various components in the fee structure, with certain fees accelerated during the initial years of the arrangement. In these instances the company recognized the accelerated fees as billed and the remaining fees were recognized on a straight-line basis over the term of the contract.
The company has determined to revise the accounting treatment for these hosting services to recognize revenue on a straight-line basis for such fees over the appropriate period of time when the benefits of hosting services were provided to the customer or the customer benefitted from the set-up fees. In certain cases, the company had entered into a separate hosting services contract with a customer, which the company has now determined should have been combined with the software license agreement and treated as part of a larger multiple element arrangement.
In other cases, certain hosting arrangements with customers included a perpetual software license that the company recognized on an upfront basis, as well as hosting fees that were recognized ratably over the term of the contract. The company has determined to revise the accounting treatment of such license fees to recognize them ratably over a period of time due to the inclusion of hosting services as part of the same multiple element arrangement. In certain cases, the company had entered into a separate hosting services contract with the customer.
The net result of these changes is that the revenue recognized on an accelerated or upfront basis has been deferred to future periods and will be recognized ratably over the term of the contract.
Revenue Recognition Related to Establishing Persuasive Evidence of an Arrangement:
Historically the company had, and continues to have, contractual arrangements with certain customers whereby there is an established master services agreement that includes general terms and conditions. Such master services agreements contemplate the customer delivering purchasing documentation for purposes of completing orders, indicating the nature, price and quantity of the products and services ordered. In certain cases, the company had historically formed a view that persuasive evidence of an arrangement existed relating to such orders based upon its receipt from the customer of written confirmation of the order and commitment to pay the agreed price, such as a quote approval sent by the customer in response to a quote issued by the company, but prior to that customer’ subsequent delivery to the company an executed statement of work or, in some instances, a purchase order pursuant to a master services agreement.
The company has determined, in certain situations, to revise the timing of revenue recognition to when it received final formal contract documentation, which occurred in a future period. In those cases where the adjustment to defer revenue has been recorded prior to when cash payment was received from the customer, the balance sheet impact has been to reduce the related accounts receivable balance, whereas the balance sheet impact of these adjustments after the receipt of cash payment from the customer has been to increase accrued liabilities.
In certain situations, these adjustments represent issues related to the timing of revenue recognition, while in other cases, these adjustments represent amounts that had subsequently been written-off to bad debt expense (whereas now both the revenue and the related bad debt expense has been reversed).
Revenue Recognition Related to Accounting for Acquisitions and Divestitures
The company identified and corrected errors related to fees received under license agreements entered into with parties of certain historical acquisitions and a divestiture. In each case, we had originally treated the license agreement as a separate transaction and recorded the license fees as revenue. The company has determined to revise the accounting treatment of such license arrangements to record the license fees as part of the accounting for the acquisition or divestiture. Accordingly, this revenue has been reversed in the company’s restated financials and will not be recognized as revenue in subsequent periods.
Summary of Impact to Revenue, Income (Loss) from Operations, and Earnings (Loss) per share:
In $ 000's | REVENUE ADJUSTMENTS | |||||||||||||||||
Evidence of | ||||||||||||||||||
Fiscal Year | As Previously | Hosting | Arrangement | Acquisitions & | As Restated | |||||||||||||
Reported | Revenue | and Other | Divestiture | |||||||||||||||
Revenue | ||||||||||||||||||
2016 | $ | 476,750 | $ | (39,492 | ) | $ | 9,435 | $ | (20,399 | ) | $ | 426,294 | ||||||
2015 | $ | 428,117 | $ | (26,908 | ) | $ | 1,442 | $ | (30,090 | ) | $ | 372,561 | ||||||
2014 | $ | 307,301 | $ | (14,563 | ) | $ | (53,322 | ) | $ | (6,000 | ) | $ | 233,416 | |||||
2013 | $ | 225,368 | $ | (5,544 | ) | $ | (4,508 | ) | $ | - | $ | 215,316 |
In $ 000's | INCOME (LOSS) FROM OPERATIONS ADJUSTMENTS | |||||||||||||||||||||||
Evidence of | Capitalized | |||||||||||||||||||||||
Fiscal | As Previously | Hosting | Arrangement | Acquisitions & | Software and | As Restated | ||||||||||||||||||
Year | Reported | Revenue | and Other | Divestiture | Other | |||||||||||||||||||
Revenue | ||||||||||||||||||||||||
2016 | $ | (71,809 | ) | $ | (39,647 | ) | $ | 13,905 | $ | (6,629 | ) | $ | (18,424 | ) | $ | (122,604 | ) | |||||||
2015 | $ | 15,131 | $ | (26,908 | ) | $ | 4,484 | $ | (30,692 | ) | $ | 872 | $ | (37,113 | ) | |||||||||
2014 | $ | (3,541 | ) | $ | (14,563 | ) | $ | (53,322 | ) | $ | (5,960 | ) | $ | (4,064 | ) | $ | (81,450 | ) | ||||||
2013 | $ | (19,305 | ) | $ | (5,544 | ) | $ | (4,508 | ) | $ | - | $ | 77 | $ | (29,280 | ) | ||||||||
Conference call details
In conjunction with this announcement,
Following the conference call, a replay will be available for a limited time at 844-512-2921 (domestic) or 412-317-6671 (international). The replay pass code is 13681155. 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
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
Forward-looking Statements
This press release includes statements concerning
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
(In thousands) | ||||||||
March 31, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 310,426 | $ | 156,299 | ||||
Restricted cash | 1,312 | 89,826 | ||||||
Marketable securities | 2,028 | 3,111 | ||||||
Accounts receivable, net of allowances of $3,235 and $3,107 at March 31, 2018 and December 31, 2017, respectively | 42,033 | 78,186 | ||||||
Prepaid expenses and other current assets | 34,782 | 43,557 | ||||||
Total current assets | 390,581 | 370,979 | ||||||
Marketable securities | 6,272 | - | ||||||
Property and equipment, net | 99,701 | 111,825 | ||||||
Goodwill | 240,035 | 237,303 | ||||||
Intangible assets, net | 130,038 | 132,167 | ||||||
Other assets | 5,130 | 5,236 | ||||||
Note receivable from related party | 80,724 | 73,984 | ||||||
Equity method investment | 30,419 | 33,917 | ||||||
Total assets | $ | 982,900 | $ | 965,411 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 14,518 | $ | 5,959 | ||||
Accrued expenses | 64,660 | 72,739 | ||||||
Deferred revenues | 34,732 | 75,829 | ||||||
Mandatorily redeemable financial instrument | - | 37,959 | ||||||
Total current liabilities | 113,910 | 192,486 | ||||||
Lease financing obligation | 10,855 | 11,183 | ||||||
Convertible debt, net of debt issuance costs | 228,057 | 227,704 | ||||||
Deferred tax liabilities | 14,018 | 13,735 | ||||||
Deferred revenues | 41,240 | 25,241 | ||||||
Other liabilities | 6,255 | 6,195 | ||||||
Redeemable noncontrolling interest | 12,500 | 25,280 | ||||||
Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 185 shares issued and outstanding at March 31, 2018 | 165,246 | - | ||||||
Stockholders’ equity: | ||||||||
Common stock, $0.0001 par value; 100,000 shares authorized, 52,274 and 52,024 shares issued; 41,220 and 46,965 outstanding at March 31, 2018 and December 31, 2017, respectively | 5 | 5 | ||||||
Treasury stock, at cost (11,054 and 5,059 shares at March 31, 2018 and December 31, 2017, respectively) | (150,414 | ) | (105,584 | ) | ||||
Additional paid-in capital | 615,529 | 597,553 | ||||||
Accumulated other comprehensive loss | (19,693 | ) | (23,373 | ) | ||||
Accumulated deficit | (54,608 | ) | (5,014 | ) | ||||
Total stockholders’ equity | 390,819 | 463,587 | ||||||
Total liabilities and stockholders’ equity | $ | 982,900 | $ | 965,411 | ||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
(In thousands, except per share data) | ||||||||
Three Months Ended March 31, | ||||||||
2018 | 2017 | |||||||
Net revenues | $ | 83,709 | $ | 86,097 | ||||
Costs and expenses: | ||||||||
Cost of revenues* | 44,549 | 46,055 | ||||||
Research and development | 20,905 | 25,489 | ||||||
Selling, general and administrative | 38,110 | 38,815 | ||||||
Restructuring charges | 1,108 | 2,998 | ||||||
Depreciation and amortization | 23,271 | 24,087 | ||||||
Total costs and expenses | 127,943 | 137,444 | ||||||
Loss from continuing operations | (44,234 | ) | (51,347 | ) | ||||
Interest income | 3,552 | 2,857 | ||||||
Interest expense | (1,247 | ) | (10,617 | ) | ||||
Other expense, net | 4,282 | 4,186 | ||||||
Equity method investment (loss) income | (205 | ) | 748 | |||||
Loss from continuing operations, before taxes | (37,852 | ) | (54,173 | ) | ||||
(Provision) benefit for income taxes | (125 | ) | 8,721 | |||||
Net loss from continuing operations | (37,977 | ) | (45,452 | ) | ||||
Net loss from discontinued operations, net of tax | - | (16,134 | ) | |||||
Net loss | (37,977 | ) | (61,586 | ) | ||||
Net loss attributable to redeemable noncontrolling interests | 1,285 | 2,889 | ||||||
Preferred stock dividend | (3,353 | ) | - | |||||
Net loss attributable to Synchronoss common shareholders | (40,045 | ) | (58,697 | ) | ||||
Basic: | ||||||||
Continuing operations | $ | (0.95 | ) | $ | (0.96 | ) | ||
Discontinued operations | - | (0.37 | ) | |||||
$ | (0.95 | ) | $ | (1.33 | ) | |||
Diluted: | ||||||||
Continuing operations | $ | (0.95 | ) | $ | (0.96 | ) | ||
Discontinued operations | - | (0.37 | ) | |||||
$ | (0.95 | ) | $ | (1.33 | ) | |||
Weighted-average common shares outstanding: | ||||||||
Basic | 42,181 | 44,212 | ||||||
Diluted | 42,181 | 44,212 | ||||||
* Cost of services excludes depreciation and amortization which is shown separately. | ||||||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(In thousands) | ||||||||
Three months ended March 31, | ||||||||
2018 | 2017 | |||||||
Operating activities: | ||||||||
Net Income (Loss) - SNCR | $ | (37,977 | ) | $ | (45,452 | ) | ||
Net Income (Loss) - IL | - | (16,134 | ) | |||||
Adjustments to reconcile Net Income (Loss) - SNCR to net cash provided by operating activities: | ||||||||
Depreciation and amortization expense | 23,272 | 24,087 | ||||||
Change in fair value of financial instruments | (3,849 | ) | - | |||||
Amortization of debt issuance costs | 353 | 1,870 | ||||||
Accrued PIK interest | (3,447 | ) | (2,752 | ) | ||||
Earnings (loss) from equity method investments | 205 | (748 | ) | |||||
Gain on disposals | - | (4,947 | ) | |||||
Assets of discontinued operations | - | 26,183 | ||||||
Amortization of bond premium | 17 | 91 | ||||||
Deferred income taxes | 191 | 5,119 | ||||||
Non-cash interest on leased facility | 275 | 269 | ||||||
Stock-based compensation | 7,184 | 8,112 | ||||||
Contingent consideration obligation | - | (2 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net of allowance for doubtful accounts | 36,153 | 9,320 | ||||||
Prepaid expenses and other current assets | 9,402 | (21,055 | ) | |||||
Other assets | 710 | (4,925 | ) | |||||
Accounts payable | 8,646 | 11,082 | ||||||
Accrued expenses | (10,873 | ) | (18,821 | ) | ||||
Other liabilities | (137 | ) | (39 | ) | ||||
Deferred revenues | (39,514 | ) | 16,143 | |||||
Net cash used in operating activities | (9,389 | ) | (12,599 | ) | ||||
Investing activities: | ||||||||
Purchases of fixed assets | (1,093 | ) | (4,402 | ) | ||||
Purchases of intangible assets and capitalized software | (7,047 | ) | (2,409 | ) | ||||
Proceeds from the sale of Speechcycle | - | 13,500 | ||||||
Purchases of marketable securities available for sale | (6,676 | ) | (219 | ) | ||||
Maturity of marketable securities available for sale | 1,450 | 3,975 | ||||||
Investing in discontinued operations | - | (2,704 | ) | |||||
Business acquired, net of cash | - | (815,008 | ) | |||||
Net cash used in investing activities | (13,366 | ) | (807,267 | ) | ||||
Financing activities: | ||||||||
Share-based compensation-related proceeds, net of taxes paid on withholding shares | 263 | 2,406 | ||||||
Debt issuance costs related to the Credit Facility | - | (3,692 | ) | |||||
Debt issuance costs related to long term debt | - | (19,887 | ) | |||||
Proceeds from issuance of long term debt | - | 900,000 | ||||||
Repayment of revolving line of credit | - | (29,000 | ) | |||||
Proceeds from sale of Treasury Shares | - | 1,047 | ||||||
Proceeds from issuance of preferred stock | 86,220 | - | ||||||
Payments on capital obligations | (369 | ) | (664 | ) | ||||
Net cash provided by financing activities | 86,114 | 850,210 | ||||||
Effect of exchange rate changes on cash | 2,253 | 1,020 | ||||||
Net increase in cash, restricted cash and cash equivalents | 65,612 | 31,364 | ||||||
Cash, restricted cash and cash equivalents, beginning of period | 246,126 | 211,433 | ||||||
Cash, restricted cash and cash equivalents, end of period | $ | 311,738 | $ | 240,757 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Issuance of common stock in connection with Intralinks acquisition | $ | - | $ | 4,700 | ||||
Cash and cash equivalents per the Consolidated Balance Sheets | $ | 310,426 | $ | 221,178 | ||||
Restricted cash per the Consolidated Balance Sheets | $ | 1,312 | $ | 19,579 | ||||
Total cash, cash equivalents and restricted cash | $ | 311,738 | $ | 240,757 | ||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||
(in thousands, except per share data) | ||||||
(Unaudited) |
||||||
|
||||||
Three Months | Three Months | |||||
Ended March 31, | Ended March 31, | |||||
2018 | 2017 | |||||
Non-GAAP financial measures and reconciliation: |
||||||
GAAP Revenue | 83,709 | 86,097 | ||||
Less: Cost of revenues | 44,549 | 46,055 | ||||
GAAP Gross Profit | 39,160 | 40,042 | ||||
Add: Stock-based compensation expense | 1,112 | 1,737 | ||||
Add: Acquisition costs | - | (2 | ) | |||
Add: Integratiion | - | 649 | ||||
Non-GAAP Gross Profit | 40,272 | 42,427 | ||||
Non-GAAP Gross Margin | 48.1 | % | 49.3 | % | ||
GAAP (loss) income from continuing operations | (44,234 | ) | (51,347 | ) | ||
Add: Stock-based compensation expense | 7,184 | 8,112 | ||||
Add: Acquisition costs | 121 | 1,246 | ||||
Add: Restructuring | 1,108 | 2,998 | ||||
Add: Amortization expense | 8,254 | 9,390 | ||||
Add: Integration | - | 2,535 | ||||
Add: One-Time Expenses due to Restatement, etc. | 6,665 | - | ||||
Non-GAAP loss from continuing operations | (20,902 | ) | (27,067 | ) | ||
GAAP Net (loss) income attributable to Synchronoss | (40,045 | ) | (58,697 | ) | ||
Add: Net loss from discontinued operations, net of taxes | - | 16,134 | ||||
Net (loss) income from continuing operations attributable to Synchronoss |
(40,045 | ) | (42,563 | ) | ||
Add: Stock-based compensation expense | 7,184 | 8,112 | ||||
Add: Acquisition costs | 121 | 1,246 | ||||
Add: Restructuring | 1,108 | 2,998 | ||||
Add: Amortization expense | 8,254 | 9,390 | ||||
Less: Non-GAAP Expenses attributable to Non-Controlling Interest | (373 | ) | (618 | ) | ||
Add: One-Time Expenses due to Restatement, etc. | 6,665 | - | ||||
Add: Integration | - | 2,535 | ||||
Less: Income Tax Effect at Stautotory Tax Rates | (5,510 | ) | (8,992 | ) | ||
Non-GAAP net (loss) income from continuing operations attributable to Synchronoss |
(22,596 | ) | (27,892 | ) | ||
Diluted Non-GAAP net (loss) income from continuing operations per share | (0.54 | ) | (0.63 | ) | ||
Weighted shares outstanding - Basic | 42,181 | 44,212 | ||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||
(in thousands, except per share data) | ||||||
(Unaudited) |
||||||
|
||||||
Three Months | Three Months | |||||
Ended March 31, | Ended March 31, | |||||
2018 | 2017 | |||||
GAAP Income from Operations | (44,234 | ) | (51,347 | ) | ||
Add: Stock-based compensation | 7,184 | 8,112 | ||||
Add: Acquisition, Restructuring & Integration | 1,229 | 6,779 | ||||
Add: Depreciation & Amortization | 23,271 | 24,087 | ||||
Add: Restatement Expenses | 6,665 | - | ||||
Adjusted EBITDA | (5,885 | ) | (12,370 | ) | ||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
NON-GAAP Reconciliation |
||||||
(In thousands) |
||||||
Three Months | Three Months | |||||
Ended March 31, | Ended March 31, | |||||
2018 | 2017 | |||||
Net Cash (used in) provided by operating activities | (9,389 | ) | (12,599 | ) | ||
Add: SW Capitalization | 7,047 | 2,409 | ||||
Add: Fixed Assets | 1,093 | 4,402 | ||||
Free Cashflow | (17,529 | ) | (19,410 | ) | ||
Less: One-Time Restatement Expenses | 6,665 | - | ||||
Adjusted Free Cashflow | (10,864 | ) | (19,410 | ) | ||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
(In thousands) | ||||||||
December 31, | ||||||||
2017 | 2016 | |||||||
(Restated) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 156,299 | $ | 169,801 | ||||
Restricted cash | 89,826 | 41,632 | ||||||
Marketable securities | 3,111 | 12,506 | ||||||
Accounts receivable, net of allowance for doubtful receivables of $3,107 and $1,459 at December 31, 2017 and December 31, 2016, respectively | 78,186 | 107,474 | ||||||
Prepaid expenses | - | - | ||||||
Prepaid and other current assets | 43,557 | 38,277 | ||||||
Total current assets | 370,979 | 369,690 | ||||||
Marketable securities | - | 2,974 | ||||||
Property and equipment, net | 111,825 | 158,205 | ||||||
Goodwill | 237,303 | 224,651 | ||||||
Intangible assets, net | 132,167 | 162,968 | ||||||
Deferred tax assets | - | 13,286 | ||||||
Other assets | 5,236 | 8,658 | ||||||
Note receivable from related party, net of allowance for loan losses of $14,562 at December 31, 2017 | 73,984 | 70,269 | ||||||
Equity method investment | 33,917 | 43,650 | ||||||
Total assets | $ | 965,411 | $ | 1,054,351 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 5,959 | $ | 17,057 | ||||
Accrued expenses | 72,739 | 76,882 | ||||||
Deferred revenues | 75,829 | 57,430 | ||||||
Contingent consideration obligation | - | 2,833 | ||||||
Short-term debt | - | 29,000 | ||||||
Mandatorily redeemable financial instrument | 37,959 | - | ||||||
Total current liabilities | 192,486 | 183,202 | ||||||
Lease financing obligation | 11,183 | 12,450 | ||||||
Convertible debt, net of debt issuance costs | 227,704 | 226,291 | ||||||
Deferred tax liabilities | 13,735 | 3,508 | ||||||
Deferred revenues | 25,241 | 65,630 | ||||||
Other liabilities | 6,195 | 8,193 | ||||||
Commitments and contingencies (Note 10) | ||||||||
Redeemable noncontrolling interest | 25,280 | 25,280 | ||||||
Stockholders’ equity: | ||||||||
Common stock, $0.0001 par value; 100,000 shares authorized, 52,024 and 50,388 shares issued; 46,965 and 45,292 outstanding at December 31, 2017 and December 31, 2016, respectively | 5 | 5 | ||||||
Treasury stock, at cost (5,059 and 5,096 shares at December 31, 2017 and December 31, 2016, respectively) | (105,584 | ) | (106,631 | ) | ||||
Additional paid-in capital | 597,553 | 571,153 | ||||||
Accumulated other comprehensive loss | (23,373 | ) | (42,350 | ) | ||||
Retained earnings | (5,014 | ) | 107,620 | |||||
Total stockholders’ equity | 463,587 | 529,797 | ||||||
Total liabilities and stockholders’ equity | $ | 965,411 | $ | 1,054,351 | ||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
(In thousands, except per share data) | ||||||||||||
Year Ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
(Restated) | (Restated) | |||||||||||
Net revenues | $ | 402,361 | $ | 426,294 | $ | 372,561 | ||||||
Costs and expenses: | ||||||||||||
Cost of revenues* | 181,453 | 194,684 | 154,810 | |||||||||
Research and development | 90,850 | 114,493 | 92,763 | |||||||||
Selling, general and administrative | 154,037 | 126,228 | 84,591 | |||||||||
Net change in contingent consideration obligation | - | 1,194 | 1,515 | |||||||||
Restructuring charges | 10,739 | 6,333 | 4,946 | |||||||||
Depreciation and amortization | 94,884 | 105,966 | 71,049 | |||||||||
Total costs and expenses | 531,963 | 548,898 | 409,674 | |||||||||
Loss from continuing operations | (129,602 | ) | (122,604 | ) | (37,113 | ) | ||||||
Interest income | 12,502 | 1,907 | 2,047 | |||||||||
Interest expense | (55,771 | ) | (7,414 | ) | (5,711 | ) | ||||||
Loss on extinguishment of debt | (29,413 | ) | - | - | ||||||||
Other (expense) income, net | (17,678 | ) | 1,022 | 607 | ||||||||
Equity method investment loss | (9,125 | ) | - | - | ||||||||
Loss from continuing operations, before taxes | (229,087 | ) | (127,089 | ) | (40,170 | ) | ||||||
Benefit for income taxes | 34,863 | 33,220 | 2,388 | |||||||||
Net loss from continuing operations | (194,224 | ) | (93,869 | ) | (37,782 | ) | ||||||
Net income from discontinued operations, net of taxes | 75,495 | 90,560 | 40,267 | |||||||||
Net (loss) income | (118,729 | ) | (3,309 | ) | 2,485 | |||||||
Net loss attributable to noncontrolling interests | (9,291 | ) | (15,203 | ) | (628 | ) | ||||||
Net (loss) income attributable to Synchronoss | $ | (109,438 | ) | $ | 11,894 | $ | 3,113 | |||||
Basic | ||||||||||||
Continuing operations | $ | (4.14 | ) | $ | (1.81 | ) | $ | (0.88 | ) | |||
Discontinued operations | 1.69 | 2.08 | 0.95 | |||||||||
$ | (2.45 | ) | $ | 0.27 | $ | 0.07 | ||||||
Diluted | ||||||||||||
Continuing operations | $ | (4.14 | ) | $ | (1.81 | ) | $ | (0.88 | ) | |||
Discontinued operations | 1.69 | 2.08 | 0.95 | |||||||||
$ | (2.45 | ) | $ | 0.27 | $ | 0.07 | ||||||
Weighted-average common shares outstanding: | ||||||||||||
Basic | 44,669 | 43,551 | 42,284 | |||||||||
Diluted | 44,669 | 43,551 | 42,284 | |||||||||
* Cost of services excludes depreciation and amortization which is shown separately. | ||||||||||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
(In thousands) | ||||||||||||
Year Ended Year ended December 31, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
(Restated) | (Restated) | |||||||||||
Operating activities: | ||||||||||||
Net loss from continuing operations | $ | (194,224 | ) | $ | (93,869 | ) | $ | (37,782 | ) | |||
Net loss from discontinued operations | 75,495 | 90,560 | 40,267 | |||||||||
Gain (loss) on sale of discontinued operations, net of tax | (122,842 | ) | (113,129 | ) | - | |||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||||||
Depreciation and amortization expense | 93,924 | 94,911 | 71,049 | |||||||||
Impairment of long-lived assets and capitalized software | 960 | 11,055 | - | |||||||||
Change in fair value of financial instruments | 4,367 | - | - | |||||||||
Amortization of debt issuance costs | 12,771 | 1,607 | 1,501 | |||||||||
Extinguishment of debt | 29,413 | - | - | |||||||||
Accrued PIK interest | (12,090 | ) | (34 | ) | - | |||||||
Allowance for loan losses | 14,562 | - | - | |||||||||
Earnings (loss) from equity method investments | 9,125 | - | - | |||||||||
Gain (loss) on disposals | (4,947 | ) | (122 | ) | 16 | |||||||
Discontinued operations non-cash and working capital adjustments | 48,647 | 371 | - | |||||||||
Amortization of bond premium | 244 | 1,416 | 1,705 | |||||||||
Deferred income taxes | 19,243 | 17,148 | (453 | ) | ||||||||
Non-cash interest on leased facility | 1,203 | 1,392 | 924 | |||||||||
Stock-based compensation | 22,495 | 34,178 | 31,404 | |||||||||
Contingent consideration obligation | (2,711 | ) | 1,194 | (15 | ) | |||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts | 29,283 | (13,650 | ) | (19,774 | ) | |||||||
Prepaid expenses and other current assets | (5,513 | ) | 31,648 | (9,057 | ) | |||||||
Other assets | 3,237 | 8,880 | (3,751 | ) | ||||||||
Accounts payable | (9,098 | ) | (10,089 | ) | (7,763 | ) | ||||||
Accrued expenses | (4,949 | ) | (7,523 | ) | (710 | ) | ||||||
Other liabilities | (3,337 | ) | (6,558 | ) | 2,128 | |||||||
Deferred revenues | (23,506 | ) | 55,173 | 22,297 | ||||||||
Net cash (used in) provided by operating activities | (18,248 | ) | 104,559 | 91,986 | ||||||||
Investing activities: | ||||||||||||
Purchases of fixed assets | (12,151 | ) | (42,570 | ) | (57,666 | ) | ||||||
Purchases of intangible assets and capitalized software | (9,119 | ) | (7,677 | ) | (2,553 | ) | ||||||
Proceeds from the sale of Speechcycle | 13,500 | - | - | |||||||||
Purchases of marketable securities available-for-sale | (219 | ) | (13,445 | ) | (139,569 | ) | ||||||
Maturities of marketable securities available-for-sale | 12,371 | 82,904 | 106,210 | |||||||||
Equity investment | 608 | - | - | |||||||||
Investing in discontinued operations | (13,721 | ) | - | - | ||||||||
Investment In Note Receivable | (6,187 | ) | - | - | ||||||||
Proceeds from the sale of discontinued operations | 928,171 | 27,335 | - | |||||||||
Businesses acquired, net of cash | (815,008 | ) | (86,322 | ) | (101,502 | ) | ||||||
Net cash provided by (used in) investing activities | 98,245 | (39,775 | ) | (195,080 | ) | |||||||
Financing activities: | ||||||||||||
Proceeds from the exercise of stock options | 2,584 | 13,633 | 19,936 | |||||||||
Taxes paid on withholding shares | (442 | ) | - | - | ||||||||
Payments on contingent consideration obligation | (122 | ) | - | (4,468 | ) | |||||||
Debt issuance costs related to the Credit Facility and Revolving Facility | (3,692 | ) | (1,346 | ) | - | |||||||
Debt issuance costs related to the 2017 Term Facility | (19,887 | ) | - | - | ||||||||
Debt amendment costs related to the 2017 Credit Agreement | (16,776 | ) | - | - | ||||||||
Proceeds from issuance of long term debt | 900,000 | - | - | |||||||||
Repayment of long term debt | (900,000 | ) | - | - | ||||||||
Borrowings on revolving line of credit | - | 144,000 | - | |||||||||
Repayment of revolving line of credit | (29,000 | ) | (115,000 | ) | - | |||||||
Excess tax benefits from stock option exercises | 17 | - | - | |||||||||
Repurchases of common stock | - | (40,025 | ) | - | ||||||||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 1,047 | 2,183 | 1,902 | |||||||||
Proceeds from mandatorily redeemable financial instruments | 33,592 | - | - | |||||||||
Repayments of capital lease obligations | (2,985 | ) | (3,815 | ) | (2,021 | ) | ||||||
Net cash (used in) provided by financing activities | (35,664 | ) | (370 | ) | 15,349 | |||||||
Effect of exchange rate changes on cash | (9,641 | ) | (853 | ) | (350 | ) | ||||||
Net increase in cash, restricted cash and cash equivalents | 34,692 | 63,561 | (88,095 | ) | ||||||||
Cash, restricted cash and cash equivalents at beginning of period | 211,433 | 147,872 | 235,967 | |||||||||
Cash, restricted cash and cash equivalents at end of period | $ | 246,125 | $ | 211,433 | $ | 147,872 | ||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for income taxes | $ | 7,612 | $ | 4,661 | $ | 29,868 | ||||||
Cash paid for interest | $ | 55,957 | $ | 6,981 | $ | 5,791 | ||||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||||||
Issuance of common stock in connection with Openwave acquisition | $ | - | $ | 22,000 | $ | - | ||||||
Issuance of common stock in connection with Intralinks acquisition | $ | 4,700 | $ | - | $ | - | ||||||
Cash and cash equivalents per Consolidated Balance Sheets | $ | 156,299 | $ | 169,801 | $ | 147,872 | ||||||
Restricted cash | $ | 89,826 | $ | 41,632 | $ | - | ||||||
Total cash, cash equivalents and restricted cash | $ | 246,125 | $ | 211,433 | $ | 147,872 | ||||||
SYNCHRONOSS TECHNOLOGIES, INC. | |||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||||
(in thousands, except per share data) | |||||||||
(Unaudited) |
|||||||||
|
|||||||||
Twelve Months Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Non-GAAP financial measures and reconciliation: |
|||||||||
GAAP Revenue | 402,361 | 426,294 | 372,561 | ||||||
Less: Cost of revenues | 181,453 | 194,684 | 154,810 | ||||||
GAAP Gross Profit | 220,908 | 231,610 | 217,751 | ||||||
Add: Stock-based compensation expense | 4,602 | 7,310 | 6,922 | ||||||
Add: Acquisition costs | (2 | ) | 10 | 1 | |||||
Add: Integratiion | 1,744 | 17,472 | 8,838 | ||||||
Non-GAAP Gross Profit | 227,252 | 256,401 | 233,512 | ||||||
Non-GAAP Gross Margin | 56.5 | % | 60.1 | % | 62.7 | % | |||
GAAP (loss) income from continuing operations | (129,602 | ) | (122,604 | ) | (37,113 | ) | |||
Add: Stock-based compensation expense | 22,495 | 34,178 | 31,404 | ||||||
Add: Acquisition costs | 13,023 | 10,527 | 1,325 | ||||||
Add: Restructuring | 10,739 | 6,333 | 4,946 | ||||||
Add: Amortization expense | 34,695 | 50,646 | 28,381 | ||||||
Add: Integration | 7,804 | 34,174 | 16,252 | ||||||
Add: Net change in contingent consideration obligation | - | 1,194 | 1,515 | ||||||
Add: One-Time Expenses due to Restatement, etc. | 37,197 | - | - | ||||||
Non-GAAP (loss) income from continuing operations | (3,649 | ) | 14,448 | 46,711 | |||||
GAAP Net (loss) income attributable to Synchronoss | (109,438 | ) | 11,894 | 3,113 | |||||
Less: Net income from discontinued operations, net of taxes | (75,495 | ) | (90,560 | ) | (40,267 | ) | |||
Net (loss) income from continuing operations attributable to Synchronoss |
(184,933 | ) | (78,666 | ) | (37,154 | ) | |||
Add: Stock-based compensation expense | 22,495 | 34,178 | 31,404 | ||||||
Add: Acquisition costs | 13,023 | 10,527 | 1,325 | ||||||
Add: Restructuring | 10,739 | 6,333 | 4,946 | ||||||
Add: Amortization expense | 34,695 | 50,646 | 28,381 | ||||||
Add: Net change in contingent consideration obligation | - | 1,194 | 1,515 | ||||||
Add: Loss on Extinguishment of Debt | 29,413 | - | - | ||||||
Add: Net (loss) income attributable to noncontrolling interests | 9,291 | 15,203 | 628 | ||||||
Less: Non-GAAP Expenses attributable to Non-Controlling Interest | (1,955 | ) | (4,999 | ) | (128 | ) | |||
Add: One-Time Expenses due to Restatement, etc. | 37,197 | - | - | ||||||
Add: Integration | 7,804 | 34,174 | 16,252 | ||||||
Less: Income Tax Effect at Stautotory Tax Rates | (61,827 | ) | (55,957 | ) | (32,043 | ) | |||
Non-GAAP net (loss) income from continuing operations attributable to Synchronoss |
(84,058 | ) | 12,633 | 15,127 | |||||
Diluted Non-GAAP net (loss) income from continuing operations per share | (1.88 | ) | 0.29 | 0.36 | |||||
Weighted shares outstanding - Basic | 44,669 | 43,551 | 42,284 | ||||||
SYNCHRONOSS TECHNOLOGIES, INC. | ||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||
(in thousands, except per share data) | ||||||||
(Unaudited) | ||||||||
Twelve Months Ended December 31, | ||||||||
2017 | 2016 | 2015 | ||||||
GAAP Income from Operations | (129,602 | ) | (122,604 | ) | (37,113 | ) | ||
Add: Stock-based compensation | 22,495 | 34,178 | 31,404 | |||||
Add: Acquisition, Restructuring & Integration | 31,566 | 51,034 | 22,523 | |||||
Add: Net change in contingent consideration obligation | - |
|
1,194 |
|
1,515 | |||
Add: Depreciation & Amortization | 94,884 | 105,966 | 71,049 | |||||
Add: One-time Restatement Expenses | 37,197 | - | - | |||||
Adjusted EBITDA | 56,540 | 69,768 | 89,378 | |||||
SYNCHRONOSS TECHNOLOGIES, INC. | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
NONGAAP Reconciliation | |||||||
(In thousands) |
|||||||
|
Twelve Months Ended December 31, | ||||||
2017 | 2016 | 2015 | |||||
Net Cash (used in) provided by operating activities | (18,248 | ) | 104,559 | 91,986 | |||
Add: SW Capitalization | 9,119 | 7,677 | 2,553 | ||||
Add: Fixed Assets | 12,151 | 42,570 | 57,666 | ||||
Free Cashflow | (39,518 | ) | 54,312 | 31,767 | |||
Less: One-Time Restatement Expenses | 37,197 | - | - | ||||
Adjusted Free Cashflow | (2,321 | ) | 54,312 | 31,767 | |||
View source version on businesswire.com: https://www.businesswire.com/news/home/20180702005429/en/
Source:
For Synchronoss Technologies, Inc.
Brian Denyeau, +1 646-277-1251
investor@synchronoss.com