UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 9, 2018

 

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

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 2.02.                                        Results of Operations and Financial Condition.

 

On August 9, 2018, Synchronoss Technologies, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended June 30, 2018. 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 Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)          Exhibits

 

Exhibit
Number

 

Description

99.1

 

Press Release of Synchronoss Technologies, Inc. dated August 9, 2018.

 

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.

 

Date: August 9, 2018

Synchronoss Technologies, Inc.

 

 

 

 

By:

/s/ David D. Clark

 

 

Name:

David D. Clark

 

 

Title:

Chief Financial Officer

 

3


Exhibit 99.1

 

 

200 Crossing Boulevard, Bridgewater, NJ 08807

 

Press Release:

 

SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES

SECOND QUARTER RESULTS

 

BRIDGEWATER, NJ — August 9, 2018 — Synchronoss Technologies, Inc. (NASDAQ: SNCR), a global leader and innovator in cloud, messaging, digital, and IoT products and platforms, today announced financial results for the second quarter of 2018.

 

Glenn Lurie, President and CEO of Synchronoss, said “We made substantial progress in the second quarter in returning Synchronoss to the path of long-term growth and overall success, including completing our financial restatement process and meeting our SEC financial reporting obligations. Moving forward, Synchronoss will focus on providing platforms that enable TMT customers to deliver compelling digital, cloud, messaging and IoT experiences for their consumers.”

 

Lurie added, “We believe we will begin delivering substantial improvements in our financial results in the second half of 2018. We currently expect revenue to grow sequentially in the second half of the year and that we will generate adjusted EBITDA profitability and positive free cash flow for the second half. We are confident that we are positioned to return to a financial profile characterized by significant top-line growth and substantial profitability over time.”

 

Financial Highlights for the Second Quarter of 2018

 

GAAP

 

·                  Total Revenue: $76.7 million compared to $119.0 million in the second quarter of 2017.

 

·                  Gross profit: $37.2 million compared to $71.2 million in the second quarter of 2017.

 

·                  Operating Loss: ($43.1 million) compared to ($8.9 million) in the second quarter of 2017.

 

·                  Net Loss attributable to Synchronoss: ($47.3 million) compared to ($26.6 million) in the second quarter of 2017.

 

·                  Loss per Diluted Share: ($1.20) compared to ($0.60) in the second quarter of 2017.

 

Non-GAAP

 

·                  Gross profit: $38.5 million compared to $72.2 million in the second quarter of 2017.

 

·                  Operating Income/Loss: ($15.0 million) compared to $18.4 million in the second quarter of 2017.

 

·                  Adjusted EBITDA: $0.0 million compared to $33.5 million in the second quarter of 2017.

 

·                  Net Income/Loss attributable to Synchronoss: ($19.0 million) compared to $10.7 million in the second quarter of 2017.

 

·                  Earnings/Loss per Diluted Share: ($0.48) compared to $0.24 in the second quarter of 2017.

 

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.”

 

 



 

Conference Call Details

 

In conjunction with this announcement, Synchronoss will host a conference call on Thursday, August 9, 2018, at 4:30 p.m. (ET) to discuss the company’s financial results. To access this call, dial 877-407-9208 (domestic) or 201-493-6784 (international). The pass code for the call is 13681828. Additionally, a live web cast of the conference call will be available on the “Investor Relations” page on the company’s web site.

 

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 13681828. 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-related costs which includes integration 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 transforms the way companies create new revenue, reduce costs and delight their subscribers with cloud, messaging, digital and IoT products and platforms supporting hundreds of millions of subscribers across the globe. Synchronoss’ secure, scalable and groundbreaking new technologies, trusted partnerships and talented people change the way TMT customers grow their businesses. For more information, visit us at www.synchronoss.com.

 

Forward-looking Statements

 

This press release includes statements concerning Synchronoss and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “believes,” “potential” or “continue” or other similar expressions are intended to identify forward-looking statements. Synchronoss

 



 

has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks relating to the Company’s ability to sustain or increase revenue from its larger customers and generate revenue from new customers, the Company’s expectations regarding expenses and revenue, the sufficiency of the Company’s cash resources and its ability to satisfy or refinance its existing debt obligations, the Company’s growth strategies, the anticipated trends and challenges in the business and the market in which the Company operates, the Company’s expectations regarding federal, state and foreign regulatory requirements, the pending lawsuits against the Company described in its most recent SEC filings, and other risks and factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2017 and Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2018, which are on file with the SEC and available on the SEC’s website at www.sec.gov. The company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

 

Source:  Synchronoss Technologies, Inc.

 

Investors:

ICR

Brian Denyeau, +1-646-277-1251

investor@synchronoss.com

Media:

CCGroup (US)

Diane Rose, +1-727-238-7567

synchronoss@ccgrouppr.com

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

 

June 30, 2018

 

December 31, 2017

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

222,785

 

156,299

 

Restricted cash

 

3,480

 

89,826

 

Marketable securities

 

5,411

 

3,111

 

Accounts receivable, net of allowances of $3,992 and $3,107 at June 30, 2018 and December 31, 2017, respectively

 

51,439

 

78,186

 

Prepaid expenses and other current assets

 

57,387

 

43,557

 

Total current assets

 

340,502

 

370,979

 

Marketable securities

 

9,021

 

 

Property and equipment, net

 

89,310

 

111,825

 

Goodwill

 

233,298

 

237,303

 

Intangible assets, net

 

128,164

 

132,167

 

Other assets

 

13,090

 

5,236

 

Note receivable from related party

 

84,314

 

73,984

 

Equity method investment

 

30,412

 

33,917

 

Total assets

 

928,111

 

965,411

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

13,924

 

5,959

 

Accrued expenses

 

54,540

 

72,739

 

Deferred revenues, current

 

31,391

 

75,829

 

Mandatorily redeemable financial instrument

 

 

37,959

 

Total current liabilities

 

99,855

 

192,486

 

Lease financing obligation

 

10,319

 

11,183

 

Convertible debt, net of debt issuance costs

 

228,410

 

227,704

 

Deferred tax liabilities

 

12,472

 

13,735

 

Deferred revenues, non-current

 

39,475

 

25,241

 

Other liabilities

 

15,390

 

6,195

 

Redeemable noncontrolling interest

 

12,500

 

25,280

 

Commitments and contingencies (Note 12)

 

 

 

 

 

Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 188 shares issued and outstanding at June 30, 2018

 

168,945

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized, 49,439 and 52,024 shares issued; 42,277 and 46,965 outstanding at June 30, 2018 and December 31, 2017, respectively

 

5

 

5

 

Treasury stock, at cost (7,162 and 5,059 shares at June 30, 2018 and December 31, 2017, respectively)

 

(82,084

)

(105,584

)

Additional paid-in capital

 

554,218

 

597,553

 

Accumulated other comprehensive loss

 

(28,938

)

(23,373

)

Accumulated deficit

 

(102,456

)

(5,014

)

Total stockholders’ equity

 

340,745

 

463,587

 

Total liabilities and stockholders’ equity

 

928,111

 

965,411

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

Net revenues

 

76,742

 

118,990

 

Costs and expenses:

 

 

 

 

 

Cost of revenues

 

39,525

 

47,755

 

Research and development

 

20,200

 

20,819

 

Selling, general and administrative

 

33,938

 

29,353

 

Restructuring charges

 

2,778

 

6,405

 

Depreciation and amortization

 

23,401

 

23,552

 

Total costs and expenses

 

119,842

 

127,884

 

Loss from continuing operations

 

(43,100

)

(8,894

)

Interest income

 

3,763

 

3,026

 

Interest expense

 

(1,318

)

(11,844

)

Other expense, net

 

(23

)

(1,556

)

Equity method investment (Loss) Income

 

(7

)

233

 

Loss from continuing operations, before taxes

 

(40,685

)

(19,035

)

(Provision) benefit for income taxes

 

(579

)

(3,573

)

Net loss from continuing operations

 

(41,264

)

(22,608

)

Net loss from discontinued operations, net of tax

 

 

(6,775

)

Net loss

 

(41,264

)

(29,383

)

Net loss attributable to redeemable noncontrolling interests

 

1,259

 

2,815

 

Preferred stock dividend

 

(7,260

)

 

Net loss attributable to Synchronoss

 

(47,265

)

(26,568

)

 

 

 

 

 

 

Basic:

 

 

 

 

 

Continuing operations

 

(1.20

)

(0.44

)

Discontinued operations

 

 

(0.16

)

 

 

(1.20

)

(0.60

)

Diluted:

 

 

 

 

 

Continuing operations

 

(1.20

)

(0.44

)

Discontinued operations

 

 

(0.16

)

 

 

(1.20

)

(0.60

)

Weighted-average common shares outstanding:

 

 

 

 

 

Basic

 

39,456

 

44,618

 

Diluted

 

39,456

 

44,618

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2018

 

2017

 

Operating activities: 

 

 

 

 

 

Net loss from continuing operations

 

(79,241

)

(68,060

)

Net loss from discontinued operations

 

 

(22,909

)

Adjustments to reconcile Net Loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

46,672

 

47,639

 

Change in fair value of financial instruments

 

(3,849

)

 

Amortization of debt issuance costs

 

706

 

3,147

 

Accrued PIK interest

 

(7,037

)

(5,643

)

Loss (earnings) from equity method investments

 

212

 

(981

)

Gain on disposals

 

 

(4,947

)

Discontinued operations non-cash and working capital adjustments

 

 

59,278

 

Amortization of bond premium

 

44

 

177

 

Deferred income taxes

 

(1,223

)

(13,304

)

Non-cash interest on leased facility

 

547

 

533

 

Stock-based compensation

 

14,824

 

10,749

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net of allowance for doubtful accounts

 

29,334

 

623

 

Prepaid expenses and other current assets

 

(13,415

)

(14,869

)

Other assets

 

1,260

 

2,351

 

Accounts payable

 

8,109

 

(9,847

)

Accrued expenses

 

(24,685

)

(18,746

)

Other liabilities

 

632

 

(31

)

Lease obligation interest payment

 

(483

)

 

Deferred revenues

 

(43,788

)

14,539

 

Net cash used in operating activities

 

(71,381

)

(20,301

)

Investing activities:

 

 

 

 

 

Purchases of fixed assets

 

(3,820

)

(5,235

)

Purchases of intangible assets and capitalized software

 

(8,201

)

(5,300

)

Proceeds from the sale of SpeechCycle

 

 

13,500

 

Purchases of marketable securities available for sale

 

(13,383

)

(219

)

Maturity of marketable securities available for sale

 

1,970

 

7,191

 

Equity investment

 

 

608

 

Investing in discontinued operations

 

 

(7,213

)

Investment in note receivable

 

 

(6,187

)

Business acquired, net of cash

 

(9,798

)

(815,008

)

Net cash used in investing activities

 

(33,232

)

(817,863

)

Financing activities:

 

 

 

 

 

Share-based compensation-related proceeds, net of taxes paid on withholding shares 

 

 

2,460

 

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 long term debt

 

 

(2,250

)

Repayment of revolving line of credit

 

 

(29,000

)

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

 

 

1,047

 

Proceeds from issuance of preferred stock

 

86,220

 

 

Payments on capital obligations

 

(718

)

(1,359

)

Net cash provided by financing activities

 

85,502

 

847,319

 

Effect of exchange rate changes on cash

 

(749

)

2,550

 

Net decrease in cash, restricted cash and cash equivalents

 

(19,860

)

11,705

 

Cash, restricted cash and cash equivalents, beginning of period

 

246,125

 

211,433

 

Cash, restricted cash and cash equivalents, end of period

 

226,265

 

223,138

 

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

 

222,785

 

216,558

 

Restricted cash per the Consolidated Balance Sheets

 

3,480

 

6,580

 

Total cash, cash equivalents and restricted cash

 

226,265

 

223,138

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

 

 

2018

 

2017

 

Non-GAAP financial measures and reconciliation:

 

 

 

 

 

GAAP Revenue

 

76,742

 

118,990

 

Less: Cost of revenues

 

39,525

 

47,755

 

GAAP Gross Profit

 

37,217

 

71,235

 

Add: Stock-based compensation expense

 

1,300

 

471

 

Add: Acquisition costs

 

 

 

Add: Integratiion

 

 

501

 

Non-GAAP Gross Profit

 

38,517

 

72,207

 

Non-GAAP Gross Margin

 

50

%

61

%

 

 

 

 

 

 

GAAP (loss) income from continuing operations

 

(43,100

)

(8,894

)

Add: Stock-based compensation expense

 

7,638

 

2,638

 

Add: Acquisition costs

 

(10

)

1,248

 

Add: Restructuring

 

2,778

 

6,405

 

Add: Amortization expense

 

8,396

 

8,449

 

Add: Integration

 

 

2,756

 

Add: One-Time Expenses due to Restatement, etc.

 

9,305

 

5,839

 

Non-GAAP loss from continuing operations

 

(14,993

)

18,441

 

 

 

 

 

 

 

GAAP Net (loss) income attributable to Synchronoss

 

(47,265

)

(26,568

)

Add: Net loss from discontinued operations, net of taxes

 

 

(6,775

)

Net (loss) income from continuing operations attributable to Synchronoss

 

(47,265

)

(19,793

)

Add: Stock-based compensation expense

 

7,638

 

2,638

 

Add: Acquisition costs

 

(10

)

1,248

 

Add: Restructuring

 

2,778

 

6,405

 

Add: Amortization expense

 

8,396

 

8,449

 

Less: Non-GAAP Expenses attributable to Non-Controlling Interest

 

(373

)

(406

)

Add: One-Time Expenses due to Restatement, etc.

 

9,305

 

5,839

 

Add: Integration

 

 

2,756

 

Less: Income Tax Effect at Stautotory Tax Rates

 

579

 

3,573

 

Non-GAAP net (loss) income from continuing operations attributable to Synchronoss

 

(18,952

)

10,709

 

 

 

 

 

 

 

Diluted Non-GAAP net (loss) income from continuing operations per share

 

(0.48

)

0.24

 

 

 

 

 

 

 

Weighted shares outstanding - Basic

 

39,456

 

44,618

 

 



 

SYNCHRONOSS TECHNOLOGIES, INC.

Consolidated Statement of Cash Flows

NON-GAAP Reconciliation

(in Thousands)

(Unaudited)

 

 

 

Six Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

Net Cash (used in) provided by operating activities

 

(71,381

)

(20,301

)

Add: SW Capitalization

 

8,201

 

5,300

 

Add: Fixed Assets

 

3,820

 

5,235

 

Free Cashflow

 

(83,402

)

(30,836

)

Less: One-Time Restatement Expenses

 

15,970

 

5,839

 

Adjusted Free Cashflow

 

(67,432

)

(24,997

)

 

SYNCHRONOSS TECHNOLOGIES, INC.

Reconciliation of GAAP to NON-GAAP Financial Measures

(n thousands, except per share data)

(Unaudited)

 

 

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

GAAP Income from Operations

 

(43,100

)

(8,894

)

Add: Stock based compensation

 

7,638

 

2,638

 

Add: Acquisition, Restructuring & Integration

 

2,768

 

10,409

 

Add: Depreciation & Amortization

 

23,401

 

23,552

 

Add: Restatement Expenses

 

9,305

 

5,839

 

Adjusted EBITDA

 

12

 

33,544