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): April 30, 2014

 

SYNCHRONOSS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

000-52049

 

06-1594540

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

200 Crossing Boulevard, 8th Floor
Bridgewater, New Jersey

 

08807

(Address of principal executive offices)

 

(Zip Code)

 

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

 

N/A

(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 April 30, 2014, Synchronoss Technologies, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended March 31, 2014.  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 by 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 April 30, 2014.

 

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.

 

 

 

Date: April 30, 2014

By:

/s/ Stephen G. Waldis

 

 

Stephen G. Waldis

 

 

Chairman of the Board of Directors and Chief Executive Officer

 

3


Exhibit 99.1

 

GRAPHIC

 

200 Crossing Boulevard, Bridgewater, NJ  08807

 

Press Release:

 

SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES

FIRST QUARTER 2014 FINANCIAL RESULTS

 

·                  Non-GAAP total revenue of $98.7 million increases 24% year-over-year

·                  Non-GAAP operating income of $24.2 million or a 25% operating margin driving non-GAAP EPS of $0.39, an  increase of 39% year-over-year

·                  Cloud Services revenue of $43.7 million increases 83% year-over-year

 

BRIDGEWATER, NJ — April 30, 2014 — Synchronoss Technologies, Inc. (NASDAQ: SNCR), the mobile innovation leader that provides cloud solutions and software-based activation for connected devices across the globe, today announced financial results for the first quarter of 2014.

 

“Synchronoss delivered strong first quarter results highlighted by revenue that exceeded our expectations, driven by 83% year-over-year Cloud Services revenue growth,” said Stephen G. Waldis, Founder and Chief Executive Officer of Synchronoss. “Increased promotional activity by our customers, along with enhanced and integrated new cloud functionality embedded on the device, is having a positive impact on subscriber adoption rates and positions Synchronoss well to deliver strong growth in 2014.”

 

Waldis added, “Customer reaction to our most recent product launches, Synchronoss Integrated Life™ and Synchronoss Workspace™, has been extremely positive and represents additional growth opportunities over time.  We are seeing our customers rapidly embrace cloud technologies as a key component of their enhanced communications strategy.  Our expanded product set meaningfully increases the value we can deliver to our customers and reflects the increasingly strategic role Synchronoss can provide to them.”

 

On a GAAP basis, Synchronoss reported net revenues of $98.5 million, representing an increase of 26% compared to the first quarter of 2013.  Gross profit was $58.5 million and income from operations was $12.4 million in the first quarter of 2014.  Net income applicable to common stock was $7.6 million, leading to diluted earnings per share of $0.19, compared to $0.01 for the first quarter of 2013.

 

On a non-GAAP basis, Synchronoss reported net revenues, adjusted for the effect of certain acquisitions, of $98.7 million, an increase of 24% compared to the first quarter of 2013. Gross profit for the first quarter 2014 was $60.0 million, representing a gross margin of 61%.  Income from operations was $24.2 million in the first quarter of 2014, representing a year-over-year increase of 52% and an operating margin of 25%.  Net income was $15.9 million in the first quarter of 2014, up from $10.9 million in the year ago period.  Diluted earnings per share were $0.39 for the first quarter of 2014, an increase of 39% compared to $0.28 for the first quarter of 2013.

 

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.”

 

“The first quarter was a strong start to 2014 and we are pleased with the rapid adoption and customer scaling of our Synchronoss Personal Cloud™ platform,” said Karen L. Rosenberger, Chief Financial Officer and Treasurer.  “We are seeing positive trends in a number of areas in our business and believe we are well positioned to generate strong levels of revenue growth and profitability going forward.”

 



 

Other First Quarter and Recent Business Highlights:

 

·                  Cloud Services revenue accounted for $43.7 million of non-GAAP revenue, representing approximately 44% of total non-GAAP revenue and growing 83% on a year-over-year basis.

 

·                  Activation Services revenue accounted for $55.0 million of non-GAAP revenue, representing approximately 56% of total non-GAAP revenue and essentially flat on a year-over-year basis.

 

·                  Announced a partnership with Napster to create cloud-based music sharing through Synchronoss’ new solution called The Synchronoss Social Music Platform™ by integrating Napster’s music streaming services directly into the Synchronoss Personal Cloud™.

 

·                  Telstra, Australia’s largest telecommunications provider, announced the availability of the T-Cloud™ personal cloud service, which is being powered by the Synchronoss Personal Cloud™.

 

·                  Time Warner Cable chose Synchronoss Integrated Life™ to support their Connected Home offering, which includes 24x7 security and fire protection, remote access and lighting and temperature controls.

 

·                  Appointed Mr. Chris Halbard to the role of Executive Vice President and President, International, to lead the company’s international business development initiatives and operations. Mr. Halbard is the former Chief Operating Officer and Chief Financial Officer for British Telecom Global Services and held senior positions at AT&T and Lucent Technologies.

 

Conference Call Details

 

In conjunction with this announcement, Synchronoss will host a conference call today, April 30, 2014, at 8:30 a.m. (ET) to discuss the company’s financial results.  To access this call, dial 866-202-0886 (domestic) or 617-213-8841 (international). The pass code for the call is 36063587. 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 for a limited time at 888-286-8010 (domestic) or 617-801-6888 (international).  The replay pass code is 16327293.  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, Inc. (NASDAQ:SNCR), is the mobile innovation leader that provides 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:

 



 

www.synchronoss.com

 

Source: Synchronoss Technologies, Inc.

 

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,” “hopes,” “seeks,” “strategies,” “targets,” “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, 2013 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.

 

Synchronoss, Synchronoss Personal Cloud, Synchronoss Integrated Life, Synchronoss Workspace and the Synchronoss logo are trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective owners.

 

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

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

 

 

 

March 31, 2014

 

December 31, 2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

47,271

 

$

63,512

 

Marketable securities

 

11,122

 

9,105

 

Accounts receivable, net of allowance for doubtful accounts of $329 and $237 at March 31, 2014 and December 31, 2013, respectively

 

93,911

 

64,933

 

Prepaid expenses and other assets

 

19,042

 

19,451

 

Deferred tax assets

 

3,752

 

4,626

 

 

 

 

 

 

 

Total current assets

 

175,098

 

161,627

 

Marketable securities

 

3,833

 

4,988

 

Property and equipment, net

 

104,165

 

106,106

 

Goodwill

 

137,373

 

137,743

 

Intangible assets, net

 

99,997

 

101,963

 

Deferred tax assets

 

3,175

 

4,210

 

Other assets

 

9,899

 

10,382

 

 

 

 

 

 

 

Total assets

 

$

533,540

 

$

527,019

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

6,145

 

$

9,528

 

Accrued expenses

 

29,717

 

37,919

 

Deferred revenues

 

12,182

 

15,372

 

Contingent consideration obligation

 

22

 

22

 

 

 

 

 

 

 

Total current liabilities

 

48,066

 

62,841

 

Lease financing obligation - long term

 

9,247

 

9,252

 

Contingent consideration obligation - long-term

 

6,079

 

4,468

 

Other liabilities

 

3,686

 

2,819

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at March 31, 2014 and December 31, 2013

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized, 44,913 and 44,456 shares issued; 41,146 and 40,663 outstanding at March 31, 2014 and December 31, 2013, respectively

 

4

 

4

 

Treasury stock, at cost (3,767 and 3,793 shares at March 31, 2014 and December 31, 2013, respectively)

 

(66,770

)

(67,104

)

Additional paid-in capital

 

403,550

 

393,644

 

Accumulated other comprehensive income (loss)

 

276

 

(723

)

Retained earnings

 

129,402

 

121,818

 

 

 

 

 

 

 

Total stockholders’ equity

 

466,462

 

447,639

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

533,540

 

$

527,019

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF INCOME

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Net revenues

 

$

98,477

 

$

78,276

 

Costs and expenses:

 

 

 

 

 

Cost of services (1)(2)(3)*

 

39,979

 

32,131

 

Research and development (1)(2)(3)

 

15,541

 

16,718

 

Selling, general and administrative (1)(2)(3)

 

17,125

 

14,652

 

Net change in contingent consideration obligation

 

1,211

 

433

 

Restructuring charges

 

 

5,172

 

Depreciation and amortization

 

12,266

 

8,969

 

 

 

 

 

 

 

Total costs and expenses

 

86,122

 

78,075

 

 

 

 

 

 

 

Income from operations

 

12,355

 

201

 

Interest income

 

49

 

86

 

Interest expense

 

(420

)

(232

)

Other income (expense) (4)

 

796

 

(258

)

 

 

 

 

 

 

Income before income tax expense

 

12,780

 

(203

)

Income tax (expense) benefit

 

(5,196

)

679

 

 

 

 

 

 

 

Net income

 

$

7,584

 

$

476

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

Basic

 

$

0.19

 

$

0.01

 

 

 

 

 

 

 

Diluted

 

$

0.19

 

$

0.01

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

Basic

 

39,769

 

38,121

 

 

 

 

 

 

 

Diluted

 

40,655

 

39,089

 


* Cost of services excludes depreciation and amortization which is shown separately.

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

Cost of services

 

$

1,258

 

$

1,200

 

Research and development

 

1,270

 

1,296

 

Selling, general and administrative

 

3,314

 

2,414

 

 

 

 

 

 

 

Total fair value stock-based compensation expense

 

$

5,842

 

$

4,910

 

 

 

 

 

 

 

(2) Amounts include acquisition costs as follows:

 

 

 

 

 

Cost of services

 

$

31

 

$

 

Research and development

 

48

 

 

Selling, general and administrative

 

139

 

574

 

 

 

 

 

 

 

Total acquisition costs

 

$

218

 

$

574

 

 

 

 

 

 

 

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

 

 

 

 

 

Cost of services

 

$

 

$

(57

)

Research and development

 

 

(66

)

Selling, general and administrative

 

424

 

(49

)

 

 

 

 

 

 

Total fair value earn-out cash and stock compensation expense

 

$

424

 

$

(172

)

 

 

 

 

 

 

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

 

 

 

 

 

Other income

 

$

 

$

30

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Non-GAAP financial measures and reconciliation:

 

 

 

 

 

 

 

 

 

 

 

GAAP Revenue

 

$

98,477

 

$

78,276

 

Add: Deferred revenue write-down

 

224

 

1,204

 

 

 

 

 

 

 

Non-GAAP Revenue

 

$

98,701

 

$

79,480

 

 

 

 

 

 

 

GAAP Revenue

 

$

98,477

 

$

78,276

 

Less: Cost of services

 

39,979

 

32,131

 

 

 

 

 

 

 

GAAP Gross Margin

 

58,498

 

46,145

 

 

 

 

 

 

 

Add: Deferred revenue write-down

 

224

 

1,204

 

Add: Fair value stock-based compensation

 

1,258

 

1,200

 

Add: Acquisition and restructuring costs

 

31

 

 

Add: Deferred compensation expense - earn-out

 

 

(57

)

 

 

 

 

 

 

Non-GAAP Gross Margin

 

$

60,011

 

$

48,492

 

 

 

 

 

 

 

Non-GAAP Gross Margin %

 

61

%

61

%

 

 

 

 

 

 

GAAP income from operations

 

$

12,355

 

$

201

 

Add: Deferred revenue write-down

 

224

 

1,204

 

Add: Fair value stock-based compensation

 

5,842

 

4,910

 

Add: Acquisition and restructuring costs

 

218

 

5,746

 

Add: Net change in contingent consideration obligation

 

1,211

 

433

 

Add: Deferred compensation expense - earn-out

 

424

 

(172

)

Add: Amortization expense

 

3,914

 

3,622

 

 

 

 

 

 

 

Non-GAAP income from operations

 

$

24,188

 

$

15,944

 

 

 

 

 

 

 

GAAP net income attributable to common stockholders

 

$

7,584

 

$

476

 

Add: Deferred revenue write-down, net of tax

 

149

 

791

 

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

 

3,894

 

3,224

 

Add: Acquisition and restructuring costs, net of taxes

 

145

 

3,773

 

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

 

1,211

 

403

 

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

 

283

 

(113

)

Add: Amortization expense, net of tax

 

2,609

 

2,379

 

 

 

 

 

 

 

Non-GAAP net income

 

$

15,875

 

$

10,933

 

 

 

 

 

 

 

Diluted non-GAAP net income per share

 

$

0.39

 

$

0.28

 

 

 

 

 

 

 

Weighted shares outstanding - Diluted

 

40,655

 

39,089

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income

 

$

7,584

 

$

476

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

12,266

 

8,969

 

Amortization of bond premium

 

74

 

86

 

Deferred income taxes

 

3,112

 

(118

)

Non-cash interest on leased facility

 

230

 

229

 

Stock-based compensation

 

5,842

 

4,910

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net of allowance for doubtful accounts

 

(28,935

)

5,519

 

Prepaid expenses and other current assets

 

816

 

4,499

 

Other assets

 

465

 

(384

)

Accounts payable

 

(3,388

)

(2,639

)

Accrued expenses

 

(8,743

)

(11,126

)

Contingent consideration obligation

 

1,611

 

241

 

Excess tax benefit from the exercise of stock options

 

(385

)

 

Other liabilities

 

1,249

 

1,247

 

Deferred revenues

 

(3,204

)

3,325

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

(11,406

)

15,234

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of fixed assets

 

(8,044

)

(10,964

)

Purchases of marketable securities available-for-sale

 

(1,244

)

(13

)

Maturities of marketable securities available-for-sale

 

315

 

4,791

 

 

 

 

 

 

 

Net cash used in investing activities

 

(8,973

)

(6,186

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

3,273

 

6,212

 

Excess tax benefit from the exercise of stock options

 

385

 

 

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

 

740

 

670

 

Payments on capital obligations

 

(324

)

(760

)

 

 

 

 

 

 

Net cash provided by financing activities

 

4,074

 

6,122

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

64

 

(82

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(16,241

)

15,088

 

Cash and cash equivalents at beginning of period

 

63,512

 

36,028

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

47,271

 

$

51,116

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

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

(in thousands)

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Non-GAAP cash (used in) provided by operating activities and reconciliation:

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities (GAAP)

 

$

(11,406

)

$

15,234

 

Add: Tax benefits from stock options exercised

 

385

 

 

 

 

 

 

 

 

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

 

$

(11,021

)

$

15,234