UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): August 1, 2011

 

SYNCHRONOSS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-52049

 

06-1594540

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

750 Route 202 South, Suite 600,

Bridgewater, New Jersey

 

08807

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (866) 620-3940

 

Not Applicable

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On August 1, 2011, Synchronoss Technologies, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended June 30, 2011. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated be reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

Exhibit 99.1 Press Release of Synchronoss Technologies, Inc. dated August 1, 2011.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SYNCHRONOSS TECHNOLOGIES, INC.

 

 

August 1, 2011

By:

/s/ Stephen G. Waldis

 

 

Name: Stephen G. Waldis

 

 

Title: Chairman of the Board of Directors, President and

 

 

Chief Executive Officer

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press Release of Synchronoss Technologies, Inc., dated August 1, 2011

 

 

4


Exhibit 99.1

 

 

750 Route 202 South Suite 600 Bridgewater, NJ  08807

 

Press Release:

 

SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES

 

SECOND QUARTER 2011 FINANCIAL RESULTS

 

·                  Non-GAAP total revenue of $55.4 million increases 49% year-over-year

 

·                  Non-GAAP operating income of $11.7 million increases 43% year-over-year

 

·                  Non-GAAP EPS of $0.21 increases 40% year-over-year

 

BRIDGEWATER, NJ — August 1, 2011 Synchronoss Technologies, Inc. (NASDAQ: SNCR), the world’s leading provider of transaction management, cloud enablement and connectivity services for connected devices, today announced financial results for the second quarter of 2011.

 

“We are very pleased with the company’s performance in the second quarter, which led to revenue and profitability that were above the high-end of our guidance,” said Stephen G. Waldis, President and Chief Executive Officer of Synchronoss.  “We are making excellent progress with the expansion of our relationships with tier one service providers.  We have expanded our AT&T relationship with the addition of  a meaningful new channel.  We also moved to the second phase of our platform deployment with Vodafone and advanced our work on the deployment of additional ConvergenceNow® Plus+ capabilities with Verizon that are scheduled for the second half of 2011.”

 

Waldis added, “Synchronoss is benefitting from the investments made in our highly differentiated ConvergenceNow Plus platform.  We believe our growing ability to deeply embed Synchronoss directly on devices that take advantage of the new cloud-based capabilities will add significant value to our customers and provide our company with a growing number of significant long-term growth opportunities.”

 

For the second quarter of 2011, Synchronoss reported generally accepted accounting principles (“GAAP”) net revenues of $54.8 million, an increase of 47% compared to the second quarter of 2010.  Gross profit was $28.9 million in the second quarter of 2011.  Income from operations, determined in accordance with GAAP, was $4.6 million.  GAAP net income applicable to common stockholders was $3.2 million and GAAP diluted earnings per share were $0.06, compared to $0.09 for the second quarter of 2010.

 

Synchronoss reported non-GAAP net revenues, which adds back the purchase accounting adjustment related to FusionOne’s revenues, of $55.4 million, an increase of 49% compared to the second quarter of 2010.  Non-GAAP gross profit for the second quarter of 2011 was $30.8 million, representing a non-GAAP gross margin of 56%.  Non-GAAP income from operations was $11.7 million in the second quarter of 2011, representing a year-over-year increase of 43% and a non-GAAP operating margin of 21%.  Non-GAAP net income, which takes into account adjustments to non-GAAP income from operations, was $8.0 million in the second quarter of 2011, leading to non-GAAP diluted earnings per share of $0.21, an increase of 40% compared with $0.15 for the second quarter of 2010.

 

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.”

 

“Synchronoss’ ability to balance investing for growth with driving efficiencies is evidenced by our strong non-GAAP operating income margin and growth for both the second quarter and first half of 2011,” said Lawrence R. Irving, Chief Financial Officer and Treasurer.  “As we look to the second half of 2011, we will continue to invest in areas that support the strong growth of our business and new customer initiatives such as the AT&T channel which is expected to launch late in the third quarter.  We will continue to target strong profitability margins, and we expect to gain leverage from our investments as volumes scale and automation rates improve as new ConvergenceNow® deployments ramp.”

 



 

Other Second Quarter and Recent Business Highlights:

 

·                  Business related to AT&T accounted for approximately $27.6 million of non-GAAP revenue, representing 50% of total non-GAAP revenue.  Business outside of the AT&T relationship accounted for approximately $27.8 million of non-GAAP revenue or a record level of 50% of total non-GAAP revenue for the quarter.  Verizon was the largest contributor to Synchronoss’ business outside of AT&T, representing over 10% of the Company’s revenue for the quarter.

 

Conference Call Details

 

In conjunction with this announcement, Synchronoss will host a conference call on Monday, August 1, 2011, at 4:30 p.m. (ET) to discuss the company’s financial results.  To access this call, dial 866-314-4865(domestic) or 617-213-8050 (international). The pass code for the call is 33953317.  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 32736547. 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, operating income, net income, effective tax rate, and earnings per share. 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 FusionOne acquisition, 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 world’s leading provider of transaction management, cloud enablement and  connectivity services for connected devices. The company’s technology platforms ensure a simple and seamless on-demand channel for service providers and their customers. 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, 2010 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)

 

 

 

June 30,
2011

 

December 31,
2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

153,408

 

$

180,367

 

Marketable securities

 

12,398

 

1,766

 

Accounts receivable, net of allowance for doubtful accounts of $250 and $558 at June 30, 2011 and December 31, 2010, respectively

 

46,768

 

34,940

 

Prepaid expenses and other assets

 

15,361

 

8,606

 

Deferred tax assets

 

3,275

 

3,272

 

Total current assets

 

231,210

 

228,951

 

Marketable securities

 

21,866

 

7,502

 

Property and equipment, net

 

34,212

 

32,622

 

Goodwill

 

29,627

 

19,063

 

Intangible assets, net

 

32,202

 

33,231

 

Deferred tax assets

 

18,005

 

16,432

 

Other assets

 

2,402

 

2,598

 

Total assets

 

$

369,524

 

$

340,399

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

8,023

 

$

7,013

 

Accrued expenses

 

12,130

 

12,999

 

Deferred revenues

 

14,828

 

5,143

 

Contingent consideration obligation

 

4,736

 

 

Total current liabilities

 

39,717

 

25,155

 

Lease financing obligation — long term

 

9,227

 

9,205

 

Contingent consideration obligation — long-term

 

 

16,915

 

Other liabilities

 

1,060

 

1,101

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized, 40,322 and 38,863 shares issued; 38,058 and 36,863 outstanding at June 30, 2011 and December 31, 2010, respectively

 

4

 

4

 

Treasury stock, at cost (2,264 and 2,000 shares at June 30, 2011 and December 31, 2010, respectively)

 

(31,508

)

(23,713

)

Additional paid-in capital

 

291,414

 

255,656

 

Accumulated other comprehensive income (loss)

 

9

 

(182

)

Retained earnings

 

59,601

 

56,258

 

Total stockholders’ equity

 

319,520

 

288,023

 

Total liabilities and stockholders’ equity

 

$

369,524

 

$

340,399

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF INCOME

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

54,817

 

$

37,218

 

$

107,695

 

$

72,281

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

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

 

25,878

 

19,013

 

50,489

 

36,655

 

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

 

10,055

 

4,907

 

20,158

 

9,191

 

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

 

10,648

 

6,368

 

20,795

 

12,845

 

Net change in contingent consideration obligation

 

(85

)

 

2,831

 

 

Depreciation and amortization

 

3,722

 

1,857

 

7,080

 

3,852

 

Total costs and expenses

 

50,218

 

32,145

 

101,353

 

62,543

 

Income from operations

 

4,599

 

5,073

 

6,342

 

9,738

 

Interest and other income

 

314

 

122

 

482

 

233

 

Interest and other expense

 

(239

)

(293

)

(534

)

(567

)

Income before income tax expense

 

4,674

 

4,902

 

6,290

 

9,404

 

Income tax expense

 

(1,470

)

(1,949

)

(2,947

)

(3,718

)

Net income

 

$

3,204

 

$

2,953

 

$

3,343

 

$

5,686

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic (1)

 

$

0.07

 

$

0.09

 

$

0.13

 

$

0.18

 

Diluted (1)

 

$

0.06

 

$

0.09

 

$

0.12

 

$

0.18

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

37,541

 

31,206

 

37,144

 

31,124

 

Diluted

 

38,827

 

32,203

 

38,508

 

32,057

 

 


* 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

 

$

3,204

 

$

2,953

 

$

3,343

 

$

5,686

 

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

 

(681

)

 

1,466

 

 

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

 

$

2,523

 

$

2,953

 

$

4,809

 

$

5,686

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

1,125

 

$

921

 

$

2,257

 

$

1,756

 

Research and development

 

953

 

414

 

1,785

 

768

 

Selling, general and administrative

 

2,589

 

1,444

 

5,185

 

3,060

 

Total fair value stock-based compensation expense

 

$

4,667

 

$

2,779

 

$

9,227

 

$

5,584

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

15

 

$

 

$

15

 

$

 

Research and development

 

143

 

 

249

 

 

Selling, general and administrative

 

95

 

314

 

283

 

314

 

Total acquisition and restructuring costs

 

$

253

 

$

314

 

$

547

 

$

314

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

$

121

 

$

 

$

245

 

$

 

Research and development

 

(33

)

 

433

 

 

Selling, general and administrative

 

975

 

 

1,710

 

 

Total fair value earn-out cash and stock compensation expense

 

$

1,063

 

$

 

$

2,388

 

$

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Non-GAAP financial measures and reconciliation:

 

 

 

 

 

 

 

 

 

GAAP Revenue

 

$

54,817

 

$

37,218

 

$

107,695

 

$

72,281

 

Add: Deferred Revenue Write-Down

 

554

 

 

1,087

 

 

Non-GAAP Revenue

 

$

55,371

 

$

37,218

 

$

108,782

 

$

72,281

 

GAAP income from operations

 

$

4,599

 

$

5,073

 

$

6,342

 

$

9,738

 

Add: Deferred revenue write-down

 

554

 

 

1,087

 

 

Add: Fair value stock-based compensation

 

4,667

 

2,779

 

9,227

 

5,584

 

Add: Acquisition and restructuring costs

 

253

 

314

 

547

 

314

 

Add: Net change in contingent consideration obligation

 

(85

)

 

2,831

 

 

Add: Deferred compensation expense — earn-out

 

1,063

 

 

2,388

 

 

Add: Amortization expense

 

660

 

 

1,320

 

 

Non-GAAP income from operations

 

$

11,711

 

$

8,166

 

$

23,742

 

$

15,636

 

GAAP net income attributable to common stockholders

 

$

3,204

 

$

2,953

 

$

3,343

 

$

5,686

 

Add: Deferred revenue write-down, net of tax

 

384

 

 

783

 

 

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

 

3,227

 

1,674

 

6,643

 

3,376

 

Add: Acquisition and restructuring costs, net of taxes

 

174

 

189

 

394

 

190

 

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

 

(145

)

 

2,039

 

 

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

 

727

 

 

1,720

 

 

Add: Amortization expense, net of tax

 

457

 

 

951

 

 

Non-GAAP net income

 

$

8,028

 

$

4,816

 

$

15,873

 

$

9,252

 

Diluted non-GAAP net income per share

 

$

0.21

 

$

0.15

 

$

0.41

 

$

0.29

 

Weighted shares outstanding — Diluted

 

38,827

 

32,203

 

38,508

 

32,057

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

Operating activities:

 

 

 

 

 

Net income

 

$

3,343

 

$

5,686

 

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

 

 

 

 

 

Depreciation and amortization expense

 

7,080

 

3,852

 

Loss on disposal of fixed assets

 

 

24

 

Amortization of bond premium

 

134

 

 

Deferred income taxes

 

(1,575

)

(14

)

Non-cash interest on leased facility

 

458

 

456

 

Stock-based compensation

 

10,053

 

5,584

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net of allowance for doubtful accounts

 

(11,570

)

(4,436

)

Prepaid expenses and other current assets

 

(675

)

(1,563

)

Other assets

 

(68

)

(1,274

)

Accounts payable

 

965

 

(414

)

Accrued expenses

 

(1,022

)

(1,271

)

Contingent consideration obligation

 

1,942

 

 

Excess tax benefit from the exercise of stock options

 

(6,080

)

(618

)

Other liabilities

 

(42

)

276

 

Deferred revenues

 

9,685

 

928

 

Net cash provided by operating activities

 

12,628

 

7,216

 

Investing activities:

 

 

 

 

 

Purchases of fixed assets

 

(7,356

)

(5,319

)

Proceeds from the sale of fixed assets

 

 

1

 

Purchases of marketable securities available-for-sale

 

(27,052

)

(4,134

)

Maturity of marketable securities available-for-sale

 

1,934

 

1,794

 

Business acquired, net of cash

 

(7,823

)

 

Net cash used in investing activities

 

(40,297

)

(7,658

)

Financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

11,027

 

2,505

 

Payments on contingent consideration

 

(8,286

)

 

Excess tax benefit from the exercise of stock options

 

6,080

 

618

 

Repurchase of common stock

 

(7,796

)

 

Payments on capital obligations

 

(496

)

(425

)

Net cash (used in) provided by financing activities

 

529

 

2,698

 

Effect of exchange rate changes on cash

 

181

 

(12

)

Net (decrease) increase in cash and cash equivalents

 

(26,959

)

2,244

 

Cash and cash equivalents at beginning of year

 

180,367

 

89,924

 

Cash and cash equivalents at end of period

 

$

153,408

 

$

92,168

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

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

(in thousands)

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

Non-GAAP cash provided by operating activities and reconciliation:

 

 

 

 

 

Net cash provided by operating activities (GAAP)

 

$

12,628

 

$

7,216

 

Add: Tax benefits from stock options exercised

 

6,080

 

618

 

Add: Cash payments on settlement of Earn-out

 

2,383

 

 

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

 

$

21,091

 

$

7,834

 

 

SOURCE: Synchronoss Technologies, Inc.

 

Synchronoss Technologies, Inc.

Investor:

Tim Dolan, 617-956-6727

investor@synchronoss.com

or

Media:

Stacie Hiras, 908-547-1260

Stacie.hiras@synchronoss.com