Delaware | 000-52049 | 06-1594540 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
200 Crossing Boulevard, 8th Floor | ||
Bridgewater, New Jersey | 08807 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.0001 par value | SNCR | The Nasdaq Stock Market, LLC |
(d) | Exhibits |
Exhibit Number | Description | |
99.1 |
Date: May 9, 2019 | Synchronoss Technologies, Inc. | ||
By: | /s/ David Clark | ||
Name: | David Clark | ||
Title: | Chief Financial Officer |
• | Revenue was $88.1 million, including 73 percent recurring revenue, up 5.3 percent compared to $83.7 million in the first quarter of 2018. |
• | GAAP net loss for the quarter was $27.6 million, or 68 cents per share, compared to $40.0 million or 95 cents per share in the prior year’s first quarter. |
• | Non-GAAP net loss from continuing operations per share was $14.7 million or 36 cents per share, compared to $22.6 million or 54 cents per share in the prior year’s first quarter. |
• | Synchronoss delivered $6.6 million of adjusted EBITDA, compared to an adjusted EBITDA loss of $10.8 million in the first quarter of 2018. Adjusted EBITDA margin in the first quarter was 7.5 percent compared to negative 12.9 percent in the prior year’s first quarter. |
Three Months Ended March 31, | ||||||||
$000s | 2019 | 2018 | % Change | |||||
Revenues | $ | 88,105 | $ | 83,709 | 5.25 | % | ||
Net Loss | (27,587 | ) | (40,045 | ) | 31.1 | % | ||
Adjusted EBITDA | 6,630 | (10,785 | ) | 161.5 | % |
• | The company has signed a substantial new customer for its white label cloud platform. The customer expects to launch the cloud service in the third quarter of 2019, and we plan to provide additional details at that time. |
• | A partnership with Amazon, in which Synchronoss will become a global service integrator of Amazon products with mobile operators worldwide. As part of this agreement, the Synchronoss Digital Experience Platform, or DXP, will be utilized to enable mobile network operators to offer Amazon consumer services such as Amazon Prime, Prime Video, and Amazon Music, and others directly to subscribers as part of their invoice. |
• | The company has joined Microsoft’s Internet of Things (IoT) Accelerate Program and will develop and offer best-of-breed Smart Buildings solutions for enterprises globally. The first initiative in this partnership will be a live proof of concept with global IT services provider Rackspace, deploying a smart buildings service to monitor, control, and optimize energy usage and reduce costs at Rackspace’s San Antonio headquarters, which spans more than one million square feet. |
• | The launch of Phase II of the company’s advanced messaging platform in Japan, which will enable application-to-person, or A2P messaging, giving brands the ability to interact directly with the entire Japanese Plus Messaging subscriber base. |
• | Earlier this year, the company also announced an agreement with Assurant, a leading provider of device protection insurance, which will utilize the Synchronoss white label cloud platform for its Pocket Geek solution which is offered in their device protection bundles; |
March 31, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 88,768 | $ | 103,771 | |||
Restricted cash | 1,526 | 6,089 | |||||
Marketable securities, current | 19,674 | 28,230 | |||||
Accounts receivable, net of allowances of $5,139 and $4,599 at March 31, 2019 and December 31, 2018, respectively | 108,939 | 102,798 | |||||
Prepaid expenses | 41,932 | 45,058 | |||||
Other current assets | 10,045 | 8,508 | |||||
Total current assets | 270,884 | 294,454 | |||||
Marketable securities, non-current | 369 | 6,658 | |||||
Property and equipment, net | 52,128 | 67,937 | |||||
Operating lease right-of-use assets | 64,747 | — | |||||
Goodwill | 223,359 | 224,899 | |||||
Intangible assets, net | 92,759 | 98,706 | |||||
Other assets | 10,013 | 8,982 | |||||
Equity method investment | 376 | 1,619 | |||||
Total assets | $ | 714,635 | $ | 703,255 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | 18,948 | 13,576 | |||||
Accrued expenses | 52,875 | 59,545 | |||||
Deferred revenues, current | 65,083 | 57,101 | |||||
Short-term convertible debt, net of debt issuance costs | 97,205 | 113,542 | |||||
Total current liabilities | 234,111 | 243,764 | |||||
Lease financing obligation | — | 9,494 | |||||
Operating lease liabilities, non-current | 66,559 | — | |||||
Deferred tax liabilities | 796 | 1,347 | |||||
Deferred revenues, non-current | 46,700 | 59,841 | |||||
Other non-current liabilities | 7,504 | 10,797 | |||||
Redeemable noncontrolling interest | 12,500 | 12,500 | |||||
Commitments and contingencies | |||||||
Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 195 shares issued and outstanding at March 31, 2019 | 177,065 | 176,603 | |||||
Stockholders’ equity: | |||||||
Common stock, $0.0001 par value; 100,000 shares authorized, 49,908 and 49,836 shares issued; 42,746 and 42,674 outstanding at March 31, 2019 and December 31, 2018, respectively | 5 | 5 | |||||
Treasury stock, at cost (7,162 and 7,162 shares at March 31, 2019 and December 31, 2018, respectively) | (82,087 | ) | (82,087 | ) | |||
Additional paid-in capital | 533,224 | 534,673 | |||||
Accumulated other comprehensive loss | (31,966 | ) | (30,383 | ) | |||
Accumulated deficit | (249,776 | ) | (233,299 | ) | |||
Total stockholders’ equity | 169,400 | 188,909 | |||||
Total liabilities and stockholders’ equity | $ | 714,635 | $ | 703,255 |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Net revenues | $ | 88,105 | $ | 83,709 | ||||
Costs and expenses: | ||||||||
Cost of revenues | 38,953 | 44,549 | ||||||
Research and development | 19,681 | 20,905 | ||||||
Selling, general and administrative | 29,246 | 38,110 | ||||||
Restructuring charges | 421 | 1,108 | ||||||
Depreciation and amortization | 20,143 | 23,271 | ||||||
Total costs and expenses | 108,444 | 127,943 | ||||||
Loss from operations | (20,339 | ) | (44,234 | ) | ||||
Interest income | 189 | 3,552 | ||||||
Interest expense | (585 | ) | (1,247 | ) | ||||
Gain on extinguishment of debt | 387 | — | ||||||
Other Income | 463 | 4,282 | ||||||
Equity method investment loss, net | (1,243 | ) | (205 | ) | ||||
Loss from operations, before taxes | (21,128 | ) | (37,852 | ) | ||||
Benefit (provision) for income taxes | 1,391 | (125 | ) | |||||
Net loss | (19,737 | ) | (37,977 | ) | ||||
Net (income) loss attributable to redeemable noncontrolling interests | (313 | ) | 1,285 | |||||
Preferred stock dividend | (7,537 | ) | (3,353 | ) | ||||
Net loss attributable to Synchronoss | $ | (27,587 | ) | $ | (40,045 | ) | ||
Earnings per share: | ||||||||
Basic | $ | (0.68 | ) | $ | (0.95 | ) | ||
Diluted | $ | (0.68 | ) | $ | (0.95 | ) | ||
Weighted-average common shares outstanding: | ||||||||
Basic | 40,320 | 42,181 | ||||||
Diluted | 40,320 | 42,181 |
Three Months Ended March 31, | |||||||
2019 | 2018 | ||||||
Operating activities: | |||||||
Net loss | $ | (19,737 | ) | $ | (37,977 | ) | |
Adjustments to reconcile Net Loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 20,143 | 23,272 | |||||
Change in fair value of financial instruments | — | (3,849 | ) | ||||
Amortization of debt issuance costs | 155 | 353 | |||||
(Gain) loss on extinguishment of debt | (387 | ) | — | ||||
Accrued PIK interest | — | (3,447 | ) | ||||
(Earnings) loss from equity method investments | 1,243 | 205 | |||||
Amortization of bond premium | (36 | ) | 17 | ||||
Deferred income taxes | (525 | ) | 191 | ||||
Non-cash interest on leased facility | — | 275 | |||||
Stock-based compensation | 5,555 | 7,184 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net of allowance for doubtful accounts | (6,141 | ) | 36,153 | ||||
Prepaid expenses and other current assets | 4,272 | 9,402 | |||||
Other assets | (242 | ) | 710 | ||||
Accounts payable | 6,084 | 8,646 | |||||
Accrued expenses | (10,780 | ) | (10,873 | ) | |||
Other liabilities | (370 | ) | (137 | ) | |||
Deferred revenues | (4,918 | ) | (39,514 | ) | |||
Net cash used for operating activities | (5,684 | ) | (9,389 | ) | |||
Investing activities: | |||||||
Purchases of property and equipment | (2,627 | ) | (1,093 | ) | |||
Purchases of capitalized software | (2,704 | ) | (7,047 | ) | |||
Purchases of marketable securities available for sale | (11,278 | ) | (6,676 | ) | |||
Maturity of marketable securities available for sale | 26,207 | 1,450 | |||||
Net cash provided by (used for) investing activities | 9,598 | (13,366 | ) | ||||
Financing activities: | |||||||
Share-based compensation-related proceeds, net of taxes paid on withholding shares | — | 263 | |||||
Extinguishment of outstanding Convertible Senior Notes | (16,106 | ) | — | ||||
Proceeds from issuance of preferred stock | — | 86,220 | |||||
Preferred dividend payment | (7,075 | ) | — | ||||
Payments on capital obligations | (280 | ) | (369 | ) | |||
Net cash (used for) provided by financing activities | (23,461 | ) | 86,114 | ||||
Effect of exchange rate changes on cash | (19 | ) | 2,253 | ||||
Net decrease in cash, restricted cash and cash equivalents | (19,566 | ) | 65,612 | ||||
Cash, restricted cash and cash equivalents, beginning of period | 109,860 | 246,126 | |||||
Cash, restricted cash and cash equivalents, end of period | $ | 90,294 | $ | 311,738 |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Non-GAAP financial measures and reconciliation: | ||||||||
GAAP Revenue | $ | 88,105 | $ | 83,709 | ||||
Less: Cost of revenues | 38,953 | 44,549 | ||||||
Gross Profit | 49,152 | 39,160 | ||||||
Add / (Less): | ||||||||
Stock-based compensation expense | 686 | 1,112 | ||||||
Adjusted Gross Profit | $ | 49,838 | $ | 40,272 | ||||
Adjusted Gross Margin | 56.6 | % | 48.1 | % | ||||
GAAP Net loss from continuing operations | (20,339 | ) | (44,234 | ) | ||||
Add / (Less): | ||||||||
Stock-based compensation expense | 5,554 | 7,184 | ||||||
Acquisition costs | (188 | ) | 121 | |||||
Restructuring and cease-use lease expense | 740 | 1,108 | ||||||
Amortization expense | 6,129 | 8,254 | ||||||
One-Time Expenses due to Restatement, etc. | 720 | 6,665 | ||||||
Non-GAAP Net (loss) income from continuing operations | $ | (7,384 | ) | $ | (20,902 | ) | ||
GAAP Net (loss) income attributable to Synchronoss | $ | (27,587 | ) | $ | (40,045 | ) | ||
Add / (Less): | ||||||||
Stock-based compensation expense | 5,554 | 7,184 | ||||||
Acquisition costs | (188 | ) | 121 | |||||
Restructuring and cease-use lease expense | 740 | 1,108 | ||||||
Amortization expense | 6,129 | 8,254 | ||||||
Non-GAAP Expenses attributable to Non-Controlling Interest | (37 | ) | (373 | ) | ||||
One-Time Expenses due to Restatement, etc. | 720 | 6,665 | ||||||
Income Tax Effect at Statutory Tax Rates | — | (5,510 | ) | |||||
Non-GAAP Net loss from continuing operations attributable to Synchronoss | $ | (14,669 | ) | $ | (22,596 | ) | ||
Diluted Non-GAAP Net loss from continuing operations per share | $ | (0.36 | ) | $ | (0.54 | ) | ||
Weighted shares outstanding - Basic | 40,320 | 42,181 |
Three Months Ended | ||||||||||||||||||||
Mar 31, 2018 | Jun 30, 2018 | Sep 30, 2018 | Dec 31, 2018 | Mar 31, 2019 | ||||||||||||||||
Net (loss) income attributable to Synchronoss | $ | (40,045 | ) | $ | (47,265 | ) | $ | (54,529 | ) | $ | (101,909 | ) | $ | (27,587 | ) | |||||
Add / (Less): | ||||||||||||||||||||
Restructuring and cease-use lease expense | 1,108 | 2,778 | 4,539 | 3,950 | 740 | |||||||||||||||
Depreciation and amortization | 23,271 | 23,401 | 23,658 | 47,324 | 20,143 | |||||||||||||||
Interest income | (3,552 | ) | (3,763 | ) | (203 | ) | (252 | ) | (189 | ) | ||||||||||
Interest Expense | 1,247 | 1,318 | 1,370 | 976 | 585 | |||||||||||||||
Gain on Extinguishment of debt | — | — | — | (1,760 | ) | (387 | ) | |||||||||||||
Other Income (expense), net | (4,282 | ) | 23 | 13,439 | 65,737 | (463 | ) | |||||||||||||
Equity method investment income (loss), net | 205 | 7 | (283 | ) | 28,671 | 1,243 | ||||||||||||||
Benefit for income taxes | 125 | 579 | (2,308 | ) | (16,290 | ) | (1,391 | ) | ||||||||||||
Net (loss) income attributable to noncontrolling interests | (1,285 | ) | (1,259 | ) | 422 | (6,715 | ) | 313 | ||||||||||||
Preferred dividend | 3,353 | 7,260 | 7,463 | 7,517 | 7,537 | |||||||||||||||
Stock-based compensation expense | 7,184 | 7,638 | 7,216 | 5,566 | 5,554 | |||||||||||||||
Acquisition costs | 121 | (10 | ) | 38 | 109 | (188 | ) | |||||||||||||
One-Time Expenses due to Restatement, etc. | 6,665 | 9,305 | 3,638 | 800 | 720 | |||||||||||||||
Net income from discontinued operations, net of taxes | — | — | — | (18,288 | ) | — | ||||||||||||||
Reclassification of expenses | (4,900 | ) | — | 4,900 | — | — | ||||||||||||||
Adjusted EBITDA (non-GAAP) | $ | (10,785 | ) | $ | 12 | $ | 9,360 | $ | 15,436 | $ | 6,630 |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Net Cash (used in) provided by operating activities | $ | (5,684 | ) | $ | (9,389 | ) | ||
Add / (Less): | ||||||||
Capitalized software | (2,704 | ) | (7,047 | ) | ||||
Property and equipment | (2,627 | ) | (1,093 | ) | ||||
Free Cashflow | $ | (11,015 | ) | $ | (17,529 | ) | ||
Add: One-Time Expenses due to Restatement, etc. | 720 | 6,665 | ||||||
Adjusted Free Cashflow | $ | (10,295 | ) | $ | (10,864 | ) |