Document


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): November 7, 2016
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:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
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 November 7, 2016, Synchronoss Technologies, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended September 30, 2016. 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 November 7, 2016.





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.
 
 
 
 
 
 
 
 
By:
/s/ Stephen G. Waldis
 
 
 
 
Stephen G. Waldis
 
 
 
 
Chairman of the Board of Directors
And Chief Executive Officer
 






Date: November 7, 2016



Exhibit
Exhibit 99.1


https://cdn.kscope.io/e5cad8075a9135a51e461237d89f3b91-ex991quarterlyfiledve_image1.jpg

200 Crossing Boulevard, Bridgewater, NJ 08807

Press Release:
SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES
STRONG THIRD QUARTER RESULTS

GAAP total revenue for the third quarter was $176.4 million, increasing 17% year-over-year
Non-GAAP total revenue for the third quarter was $181.0 million, increasing 20% year-over-year
GAAP EPS for the third quarter was $0.16; Non-GAAP EPS was $0.68

BRIDGEWATER, NJ –November 7, 2016 Synchronoss Technologies, Inc. (NASDAQ: SNCR), the leader in mobile cloud innovation and software-based activation for mobile carriers, enterprises, retailers and OEMs around the world, today announced financial results for the third quarter of 2016.

“We are very proud of the Synchronoss team for delivering a strong third quarter with significant momentum around cloud and enterprise heading into year end and 2017,” said Stephen G. Waldis, Founder and Chief Executive Officer of Synchronoss. “Cloud was very strong this quarter with both new and existing customers, as solid subscriber growth and expanded cloud initiatives in our core customer base set the stage for the next chapter of growth at Synchronoss.”


Financial Highlights for the third Quarter of 2016:

Total revenue: $176.4 million GAAP compared to $150.9 million in the third quarter of 2015. $181.0 million non-GAAP compared to $151.3 million in the third quarter of 2015.

Gross profit: $99.2 million GAAP compared to $87.4 million in the third quarter of 2015. $109.1 million non-GAAP compared to $92.1 million in the third quarter of 2015.

Operating income: $13.2 million GAAP compared to $22.3 million in the third quarter of 2015. $46.5 million non-GAAP compared to $43.2 million in the third quarter of 2015.

Net income attributable to Synchronoss: $7.7 million GAAP compared to $9.6 million in the third quarter of 2015. $32.5 million non-GAAP compared to $27.1 million in the third quarter of 2015.

Earnings per diluted share: $0.16 GAAP compared to $0.21 in the third quarter of 2015. $0.68 non-GAAP compared to $0.58 in the third quarter of 2015.

Operating cash flow: $(17.7) million GAAP and non-GAAP compared to $14.1 million in the third quarter of 2015.

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 our ability to deliver strong top-line growth with a growing cloud and enterprise pipeline,” said Karen L. Rosenberger, Chief Financial Officer and Treasurer. “We believe our ability to drive software growth, while investing in our enterprise and international initiatives, positions Synchronoss well heading into the fourth quarter and beyond.”








Third Quarter and Recent Business Highlights:

Cloud Solution revenue: $101.9 million of GAAP revenue, representing approximately 58% of total GAAP revenues and growing 34% on a year-over-year basis. $106.4 million of non-GAAP revenue, representing approximately 59% of total non-GAAP revenue and growing 40% year-over-year.
Activation Solution revenue: $74.5 million of GAAP revenue for the third quarter, representing 42% of our total GAAP revenues and remained flat year-over-year. $74.6 million of non-GAAP revenue, representing approximately 41% of our total non-GAAP revenues and was down one percent year-over-year.
Completed key cloud migrations at international customers such as Softbank, America Movil, and British Telecom as they move towards scaling our Personal Cloud Platform.
Enterprise Secure Mobility Platform (SMP) had numerous customer wins and competitive displacements during the quarter across the healthcare, legal, and financial verticals.
Our Verizon UID partnership is helping provide us with access to approximately one-third of the US consumer market and a host of large enterprise customers in this new market.

Third Quarter Investor Conference Participation Schedule:

Credit Suisse Technology Conference December 1, 2016-Phoenix, AZ

Conference Call Details

In conjunction with this announcement, Synchronoss will host a conference call today, at 5:00 p.m. (ET) to discuss the company’s financial results. To access this call, dial 877-930-7767 (domestic) or 253-336-7416 (international). The pass code for the call is 42244350. 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 855-859-2056 (domestic) or 404-537-3406 (international). The replay pass code is 42244350. 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 (loss), net income (loss), effective tax rate, earnings (loss) 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 and restructuring 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 (NASDAQ:SNCR), is the mobile innovation leader 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. For more information visit us at: www.synchronoss.com.

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, 2015 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 and Synchronoss Integrated Life are trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective owners.

SOURCE: Synchronoss Technologies, Inc.

CONTACT: Synchronoss Technologies, Inc.

 
Investor and Media:
Daniel Ives, +1 908-524-1047
daniel.ives@synchronoss.com





SYNCHRONOSS TECHNOLOGIES, INC.
BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
 
 
 
 
 
September 30, 2016
 
December 31, 2015
ASSETS
Current assets:
 

 
 

Cash and cash equivalents
$
123,319

 
$
147,634

Marketable securities
16,973

 
66,357

Accounts receivable, net of allowance for doubtful accounts of $1,123 and $3,029 at September 30, 2016 and December 31, 2015, respectively
217,307

 
143,692

Prepaid expenses and other assets
48,242

 
49,262

Total current assets
405,841

 
406,945

Marketable securities
3,968

 
19,635

Property and equipment, net
168,083

 
168,280

Goodwill
315,185

 
221,271

Intangible assets, net
215,666

 
174,322

Deferred tax assets
1,904

 
3,560

Other assets
14,082

 
16,215

Total assets
$
1,124,729

 
$
1,010,228

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 

 
 

Accounts payable
$
28,724

 
$
26,038

Accrued expenses
54,066

 
45,819

Deferred revenues
26,106

 
8,323

Contingent consideration obligation
8,229

 

Short term debt
38,000

 

Total current liabilities
155,125

 
80,180

Lease financing obligation - long term
13,082

 
13,343

Contingent consideration obligation - long-term

 
930

Convertible debt
225,938

 
224,878

Deferred tax liability
26,397

 
16,404

Other liabilities
20,399

 
3,227

Redeemable noncontrolling interest
52,616

 
61,452

Stockholders’ equity:
 

 
 

Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at September 30, 2016 and December 31, 2015

 

Common stock, $0.0001 par value; 100,000 shares authorized, 49,309 and 48,084 shares issued; 45,315 and 44,405 outstanding at September 30, 2016 and December 31, 2015, respectively
3

 
4

Treasury stock, at cost (3,994 and 3,679 shares at September 30, 2016 and December 31, 2015, respectively)
(95,183
)
 
(65,651
)
Additional paid-in capital
561,992

 
512,802

Accumulated other comprehensive loss
(31,788
)
 
(38,684
)
Retained earnings
196,148

 
201,343

Total stockholders’ equity
631,172

 
609,814

Total liabilities and stockholders’ equity
$
1,124,729

 
$
1,010,228






SYNCHRONOSS TECHNOLOGIES, INC.
STATEMENT OF INCOME
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net revenues
$
176,421

 
$
150,874

 
$
476,658

 
$
421,620

Costs and expenses:
 

 
 

 
 

 
 

Cost of services*
77,230

 
63,438

 
217,004

 
172,013

Research and development
28,141

 
23,986

 
78,408

 
68,472

Selling, general and administrative
31,600

 
21,003

 
89,799

 
60,603

Net change in contingent consideration obligation
572

 

 
7,299

 

Restructuring charges
977

 
399

 
5,139

 
5,090

Depreciation and amortization
24,692

 
19,754

 
74,009

 
51,221

Total costs and expenses
163,212

 
128,580

 
471,658

 
357,399

Income from operations
13,209

 
22,294

 
5,000

 
64,221

Interest income
271

 
546

 
1,492

 
1,483

Interest expense
(1,596
)
 
(1,448
)
 
(5,006
)
 
(4,208
)
Other income (expense), net
(167
)
 
(1,030
)
 
(186
)
 
(601
)
Income before income tax expense
11,717

 
20,362

 
1,300

 
60,895

Income tax expense
(6,884
)
 
(10,717
)
 
(14,853
)
 
(25,535
)
Net income (loss)
4,833

 
9,645

 
(13,553
)
 
35,360

Net loss attributable to noncontrolling interests
(2,843
)
 

 
(8,836
)
 

Net income (loss) attributable to Synchronoss
$
7,676

 
$
9,645

 
$
(4,717
)
 
$
35,360

 
 
 
 
 
 
 
 
Net income (loss) attributable to Synchronoss
7,676

 
9,645

 
(4,717
)
 
35,360

Add: After-tax interest on convertible debt
323

 
377

 

 
1,366

Net income (loss) for diluted EPS calculation**
$
7,999

 
$
10,022

 
$
(4,717
)
 
$
36,726

 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to Synchronoss:
Basic
$
0.18

 
$
0.23

 
$
(0.11
)
 
$
0.84

Diluted
$
0.16

 
$
0.21

 
$
(0.11
)
 
$
0.77

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
Basic
43,560

 
42,491

 
43,488

 
42,077

Diluted
48,590

 
47,692

 
43,488

 
47,505

 
 
 
 
 
 
 
 
* Cost of services excludes depreciation and amortization which is shown separately.
** Includes an add back for the convertible debt interest
 
 
 
 
 
 
 
 
(1) Amounts include fair value stock-based compensation as follows:
Cost of services
$
2,184

 
$
1,884

 
$
6,024

 
$
4,969

Research and development
2,510

 
1,986

 
6,366

 
5,113

Selling, general and administrative
4,287

 
4,277

 
13,017

 
11,152

Total fair value stock-based compensation expense
$
8,981

 
$
8,147

 
$
25,407

 
$
21,234

 
 
 
 
 
 
 
 
(2) Amounts include acquisition costs as follows:
Cost of services
$
3,153

 
$
2,304

 
$
14,138

 
$
3,202

Research and development
3,033

 
2,289

 
9,721

 
4,932

Selling, general and administrative
1,118

 
134

 
5,486

 
449

Total acquisition costs
$
7,304

 
$
4,727

 
$
29,345

 
$
8,583

 
 
 
 
 
 
 
 





SYNCHRONOSS TECHNOLOGIES, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Non-GAAP financial measures and reconciliation:
 
 
 
 
 
 
 
 
GAAP Revenue
$
176,421

 
$
150,874

 
$
476,658

 
$
421,620

Add: Deferred revenue write-down
4,554

 
475

 
11,384

 
692

Non-GAAP Revenue
$
180,975

 
$
151,349

 
$
488,042

 
$
422,312

 
 
 
 
 
 
 
 
GAAP Revenue
$
176,421

 
$
150,874

 
$
476,658

 
$
421,620

Less: Cost of services
77,230

 
63,438

 
217,004

 
172,013

GAAP Gross Margin
99,191

 
87,436

 
259,654

 
249,607

Add: Deferred revenue write-down
4,554

 
475

 
11,384

 
692

Add: Fair value stock-based compensation
2,184

 
1,884

 
6,024

 
4,969

Add: Acquisition and restructuring costs
3,153

 
2,304

 
14,138

 
3,202

Non-GAAP Gross Margin
$
109,082

 
$
92,099

 
$
291,200

 
$
258,470

Non-GAAP Gross Margin %
60
%
 
61
%
 
60
%
 
61
%
 
 
 
 
 
 
 
 
GAAP income from operations
$
13,209

 
$
22,294

 
$
5,000

 
$
64,221

Add: Deferred revenue write-down
4,554

 
475

 
11,384

 
692

Add: Fair value stock-based compensation
8,981

 
8,147

 
25,407

 
21,234

Add: Acquisition and restructuring costs
8,281

 
5,126

 
34,484

 
13,673

Add: Net change in contingent consideration obligation
572

 

 
7,299

 

Add: Amortization expense
10,921

 
7,184

 
33,430

 
18,509

Non-GAAP income from operations
$
46,518

 
$
43,226

 
$
117,004

 
$
118,329

 
 
 
 
 
 
 
 
GAAP net income (loss) attributable to Synchronoss
$
7,676

 
$
9,645

 
$
(4,717
)
 
$
35,360

Add: Deferred revenue write-down
4,554

 
475

 
11,384

 
692

Add: Fair value stock-based compensation
8,981

 
8,147

 
25,407

 
21,234

Add: Acquisition and restructuring costs
8,281

 
5,126

 
34,484

 
13,673

Add: Net change in contingent consideration obligation, net of Fx change
572

 

 
7,299

 

Add: Amortization expense
10,921

 
7,184

 
33,430

 
18,509

Less: Noncontrolling interest non-GAAP adjustments
(1,373
)
 

 
(4,375
)
 

Less: Tax effect
(7,065
)
 
(3,488
)
 
(20,477
)
 
(14,025
)
Non-GAAP net income attributable to Synchronoss
$
32,547

 
$
27,089

 
$
82,435

 
$
75,443

Add: After-tax interest on convertible debt
549

 
516

 
1,647

 
1,544

Net income for diluted EPS calculation
$
33,096

 
$
27,605

 
$
84,082

 
$
76,987

 
 
 
 
 
 
 
 
Diluted non-GAAP net income per share
$
0.68

 
$
0.58

 
$
1.74

 
$
1.62

 
 
 
 
 
 
 
 
Weighted shares outstanding - Diluted
48,590

 
47,692

 
48,290

 
47,505






SYNCHRONOSS TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
Operating activities:
 
 
 
(As Adjusted)
Net (loss) income
 
$
(13,553
)
 
$
35,360

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization expense
 
74,009

 
51,221

Amortization of debt issuance costs
 
1,197

 
1,125

Loss on disposals
 
(70
)
 

Amortization of bond premium
 
1,214

 
1,261

Deferred income taxes
 
5,537

 
(11,772
)
Non-cash interest on leased facility
 
763

 
694

Stock-based compensation
 
25,407

 
21,234

Contingent consideration obligation
 
7,299

 
(1,532
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable, net of allowance for doubtful accounts
 
(72,871
)
 
(40,442
)
Prepaid expenses and other current assets 1
 
5,315

 
8,020

Other assets
 
4,558

 
(670
)
Accounts payable
 
(5,679
)
 
106

Accrued expenses 1
 
4,070

 
10,497

Other liabilities
 
(6,596
)
 
(138
)
Deferred revenues
 
25,884

 
1,610

Net cash provided by operating activities
 
56,484

 
76,574

 
 
 
 
 
Investing activities:
 
 
 
 
Purchases of fixed assets
 
(46,189
)
 
(53,461
)
Purchases of intangible assets
 

 
(1,200
)
Purchases of marketable securities available-for-sale
 
(12,841
)
 
(105,817
)
Maturities of marketable securities available-for-sale
 
76,979

 
75,370

Businesses acquired, net of cash
 
(98,428
)
 
(83,592
)
Net cash used in investing activities
 
(80,479
)
 
(168,700
)
 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from the exercise of stock options
 
9,382

 
16,752

Taxes paid on withholding shares 1
 
(7,176
)
 
(15,472
)
Payments on contingent consideration obligation
 

 
(4,468
)
Debt issuance costs related to convertible notes
 
(1,346
)
 

Borrowings on revolving line of credit
 
144,000

 

Repayment of revolving line of credit
 
(106,000
)
 

Repurchases of common stock
 
(40,025
)
 

Proceeds from the sale of treasury stock in connection with an employee stock purchase plan
 
2,183

 
1,902

Repayments of capital lease obligations
 
(2,933
)
 
(1,772
)
Net cash used in financing activities
 
(1,915
)
 
(3,058
)
Effect of exchange rate changes on cash
 
1,595

 
2,569

Net decrease in cash and cash equivalents
 
(24,315
)
 
(92,615
)
Cash and cash equivalents at beginning of period
 
147,634

 
235,967

Cash and cash equivalents at end of period
 
$
123,319

 
$
143,352


1 Certain prior year amounts have been adjusted to conform with the adoption of ASU 2016-09.



SYNCHRONOSS TECHNOLOGIES, INC.
Reconciliation of GAAP to Non-GAAP Cash Provided by Operating Activities
(in thousands)
(Unaudited)
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
 
 
 
(As Adjusted)
Non-GAAP cash provided by operating activities and reconciliation:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities (GAAP)
 
$
56,484

 
$
76,574

Add: Cash payments on settlement of earn-out
 

 
3,532

Adjusted cash flow provided by operating activities (Non-GAAP)
 
$
56,484

 
$
80,106


1 Certain prior year amounts have been adjusted to conform with the adoption of ASU 2016-09.