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Form 8-K SYNCHRONOSS TECHNOLOGIES For: Oct 28

October 28, 2014 9:45 AM EDT

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): October 28, 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:

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.

OnOctober 28, 2014, Synchronoss Technologies, Inc. issued a press release relating to its results of operations and financial condition for the quarter ended September�30, 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 October 28, 2014.


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: October 28, 2014

By:

/s/ Stephen G. Waldis

Stephen G. Waldis

Chairman of the Board of Directors
And Chief Executive Officer


Exhibit�99.1

Blue SNCR Logo - 4.29.14.jpg

200 Crossing Boulevard, Bridgewater, NJ��08807

Press Release:

SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES

THIRD QUARTER 2014 FINANCIAL RESULTS

·

Non-GAAP total revenue of $125.5 million increases 39% year-over-year

·

Cloud Services non-GAAP revenue of $57.9 million increases 115% year-over-year

·

Non-GAAP operating income of $31.8 million or a 25% operating margin driving EPS of $0.46

BRIDGEWATER, NJ – October 28, 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 third quarter of 2014.

“Synchronoss’ strong third quarter financial results exceeded our expectations from a revenue and profitability perspective and were highlighted by 115% year-over-year Cloud Services revenue growth,” said Stephen G. Waldis, Founder and Chief Executive Officer of Synchronoss. “Mobile operators are increasingly embracing cloud services as a core component of their communications offerings and a way to deliver significant value to their subscribers.��We see exciting opportunities to enable our customers to provide a compelling cloud experience across an expanding array of devices.”

Waldis added, “Activation Services also posted solid results that benefitted from positive transaction trends in both the wireless and cable markets.��The proliferation of new connected device categories represents additional avenues for growth in Activation Services.”

On a GAAP basis, Synchronoss reported net revenues of $125.2 million, representing an increase of 40% compared to the third quarter of 2013.��Gross profit was $74.7 million and income from operations was $15.6 million in the quarter.��Net income applicable to common stock was $9.3 million, leading to diluted earnings per share of $0.22, compared to $0.09 for the third quarter of 2013.�

On a non-GAAP basis, Synchronoss reported net revenues for the third quarter, adjusted for the effect of certain acquisitions, of $125.5 million, an increase of 39% compared to the third quarter of 2013. Gross profit for the quarter was $76.6 million, representing a gross margin of 61%.��Income from operations was $31.8 million in the quarter, representing a year-over-year increase of 52% and an operating margin of 25%.��Net income was $20.0 million in the quarter, up from $13.5 million in the year ago period.��Diluted earnings per share were $0.46 for the quarter, an increase of 35% compared to $0.34 for the third 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."

“We are pleased with our third quarter results from both a financial and operational perspective, as we continue to generate both meaningful growth and sustained profitability” said Karen L. Rosenberger, Chief Financial Officer and Treasurer. “Our recent convertible debt offering provides us increased financial strength to more fully capitalize on the growth opportunities we are targeting.”


Other Third Quarter and Recent Business Highlights:

·

Cloud Services non-GAAP revenue was $57.9 million, representing approximately 46% of total revenue.

·

Activation Services non-GAAP revenue was $67.6 million, representing approximately 54% of total revenue.

·

Completed an offering of $230.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2019 in an underwritten public offering. The offering provides the company with additional resources to fund and execute on its growth strategy.

·

Time Warner Cable has selected Synchronoss’ Integrated Life Platform to streamline the sales and installation processes and ensure order accuracy for its IntelligentHome security and home management solution.

Conference Call Details

In conjunction with this announcement, Synchronoss will host a conference call today, October 28, 2014, at 8:30 a.m. (ET) to discuss the company's financial results.��To access this call, dial 877-474-9501 (domestic) or 857-244-7554 (international). The pass code for the call is 80335446. 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 85736565.��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.


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, 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 Workspaceand 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

[email protected]

or

Media:

Stacie Hiras, 908-674-0758

[email protected]


SYNCHRONOSS TECHNOLOGIES, INC.

BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

September�30, 2014

December�31, 2013

ASSETS

Current assets:

Cash and cash equivalents

$

265,623�

$

63,512�

Marketable securities

37,626�

9,105�

Accounts receivable, net of allowance for doubtful accounts of $194 and $237 at September�30, 2014 and December�31, 2013, respectively

109,190�

64,933�

Prepaid expenses and other assets

24,659�

19,451�

Deferred tax assets

3,691�

4,626�

Total current assets

440,789�

161,627�

Marketable securities

1,800�

4,988�

Property and equipment, net

130,623�

106,106�

Goodwill

151,055�

137,743�

Intangible assets, net

107,350�

101,963�

Deferred tax assets

5,596�

4,210�

Other assets

19,830�

10,382�

Total assets

$

857,043�

$

527,019�

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

50,549�

$

9,528�

Accrued expenses

39,448�

37,919�

Deferred revenues

12,159�

15,372�

Contingent consideration obligation

7,370�

22�

Total current liabilities

109,526�

62,841�

Lease financing obligation - long term

9,226�

9,252�

Contingent consideration obligation - long-term

�—

4,468�

Convertible debt

230,000�

�—

Other liabilities

3,579�

2,819�

Stockholders’ equity:

Preferred stock, $0.0001�par value; 10,000�shares authorized, 0�shares issued and outstanding at September�30, 2014 and December�31, 2013

�—

�—

Common stock, $0.0001�par value; 100,000 shares authorized, 46,076 and 44,456�shares issued; 42,343 and 40,663 outstanding at��September�30, 2014 and December�31, 2013, respectively

4�

4�

Treasury stock, at cost (3,733 and 3,793 shares at September�30, 2014 and December�31, 2013, respectively)

(66,336)

(67,104)

Additional paid-in capital

436,503�

393,644�

Accumulated other comprehensive loss

(12,552)

(723)

Retained earnings

147,093�

121,818�

Total stockholders’ equity

504,712�

447,639�

Total liabilities and stockholders’ equity

$

857,043�

$

527,019�


SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF INCOME

(in thousands, except per share data)

(Unaudited)

Three�Months�Ended September�30,

Nine�Months�Ended September�30,

����

2014

����

2013

����

2014

����

2013

Net revenues

$

125,175�

$

89,716�

$

327,103�

$

251,840�

Costs and expenses:

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

50,496�

38,133�

131,766�

105,791�

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

21,056�

16,554�

53,902�

49,630�

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

21,382�

15,562�

55,656�

45,157�

Net change in contingent consideration obligation

355�

500�

1,680�

2,676�

Restructuring charges

�—

�—

�—

5,172�

Depreciation and amortization

16,268�

10,213�

42,292�

28,792�

Total costs and expenses

109,557�

80,962�

285,296�

237,218�

Income from operations

15,618�

8,754�

41,807�

14,622�

Interest income

326�

149�

440�

432�

Interest expense

(1,132)

(235)

(1,831)

(714)

Other income (expense) (4)

3�

(369)

1,052�

(326)

Income before income tax expense

14,815�

8,299�

41,468�

14,014�

Income tax expense

(5,488)

(4,709)

(16,193)

(6,536)

Net income

$

9,327�

$

3,590�

$

25,275�

$

7,478�

Net income attributable to Synchronoss

9,327�

3,590�

25,275�

7,478�

Add: After-tax interest on convertible debt

247�

�—

247�

�—

Net income for diluted EPS calculation

$

9,574�

$

3,590�

$

25,522�

$

7,478�

Net income per common share:

Basic

$

0.23�

$

0.09�

$

0.63�

$

0.19�

Diluted

$

0.22�

$

0.09�

$

0.61�

$

0.19�

Weighted-average common shares outstanding:

Basic

40,833�

38,960�

40,173�

38,589�

Diluted

44,265�

40,056�

41,795�

39,662�

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

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

Cost of services

$

1,575�

$

1,470�

$

4,286�

$

3,874�

Research and development

1,657�

1,538�

4,303�

4,484�

Selling, general and administrative

4,556�

4,264�

11,881�

9,954�

Total fair value stock-based compensation expense

$

7,788�

$

7,272�

$

20,470�

$

18,312�

(2) Amounts include acquisition costs as follows:

Cost of services

$

�—

$

254�

$

31�

$

254�

Research and development

�—

353�

77�

353�

Selling, general and administrative

1,932�

(269)

2,285�

668�

Total acquisition costs

$

1,932�

$

338�

$

2,393�

$

1,275�

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

Cost of services

$

�—

$

�—

$

16�

$

247�

Research and development

�—

�—

�—

105�

Selling, general and administrative

400�

�—

1,232�

190�

Total fair value earn-out cash and stock compensation expense

$

400�

$

�—

$

1,248�

$

542�

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

Other (expense) income

$

41�

$

107�

$

41�

$

122�


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,

����

2014

����

2013

����

2014

����

2013

Non-GAAP financial measures and reconciliation:

GAAP Revenue

$

125,175�

$

89,716�

$

327,103�

$

251,840�

Add:��Deferred revenue write-down

315�

558�

648�

3,104�

Non-GAAP Revenue

$

125,490�

$

90,274�

$

327,751�

$

254,944�

GAAP Revenue

$

125,175�

$

89,716�

$

327,103�

$

251,840�

Less: Cost of services

50,496�

38,133�

131,766�

105,791�

GAAP Gross Margin

74,679�

51,583�

195,337�

146,049�

Add: Deferred revenue write-down

315�

558�

648�

3,104�

Add: Fair value stock-based compensation

1,575�

1,470�

4,286�

3,874�

Add: Acquisition and restructuring costs

�—

254�

31�

254�

Add: Deferred compensation expense - earn-out

�—

�—

16�

247�

Non-GAAP Gross Margin

$

76,569�

$

53,865�

$

200,318�

$

153,528�

Non-GAAP Gross Margin %

61%�

60%�

61%�

60%�

GAAP income from operations

$

15,618�

$

8,754�

$

41,807�

$

14,622�

Add: Deferred revenue write-down

315�

558�

648�

3,104�

Add: Fair value stock-based compensation

7,788�

7,272�

20,470�

18,312�

Add: Acquisition and restructuring costs

1,932�

338�

2,393�

6,447�

Add: Net change in contingent consideration obligation

355�

500�

1,680�

2,676�

Add: Deferred compensation expense - earn-out

400�

�—

1,248�

542�

Add: Amortization expense

5,353�

3,534�

13,650�

10,681�

Non-GAAP income from operations

$

31,761�

$

20,956�

$

81,896�

$

56,384�

GAAP net income attributable to common stockholders

$

9,327�

$

3,590�

$

25,275�

$

7,478�

Add: Deferred revenue write-down, net of tax

208�

519�

432�

2,120�

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

5,047�

5,561�

13,662�

12,504�

Add: Acquisition and restructuring costs, net of taxes

1,284�

564�

1,597�

4,406�

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

395�

393�

1,721�

2,554�

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

257�

29�

833�

370�

Add: Amortization expense, net of tax

3,476�

2,801�

9,110�

7,296�

Non-GAAP net income

$

19,994�

$

13,457�

$

52,630�

$

36,728�

Net income attributable to Synchronoss

19,994�

13,457�

52,630�

36,728�

Add: After-tax interest on convertible debt

253�

�—

253�

�—

Net income for diluted EPS calculation

$

20,247�

$

13,457�

$

52,883�

$

36,728�

Diluted non-GAAP net income per share

$

0.46�

$

0.34�

$

1.27�

$

0.93�

Weighted shares outstanding - Diluted

44,265�

40,056�

41,795�

39,662�


SYNCHRONOSS TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

(in thousands)

(Unaudited)

Nine�Months�Ended September�30,

����

2014

����

2013

Operating activities:

Net income

$

25,275�

$

7,478�

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

Depreciation and amortization expense

42,292�

28,792�

Amortization of debt issuance costs

242�

Amortization of bond premium

263�

225�

Deferred income taxes

(2,407)

3,401�

Non-cash interest on leased facility

709�

691�

Stock-based compensation

20,470�

18,313�

Changes in operating assets and liabilities:

Accounts receivable, net of allowance for doubtful accounts

(40,795)

(13,714)

Prepaid expenses and other current assets

(4,434)

1,656�

Other assets

(2,804)

(6,724)

Accounts payable

8,331�

2,680�

Accrued expenses

(1,570)

(11,952)

Contingent consideration obligation

2,881�

1,724�

Excess tax benefit from the exercise of stock options

(754)

(983)

Other liabilities

1,228�

1,063�

Deferred revenues

(3,925)

760�

Net cash provided by operating activities

45,002�

33,410�

Investing activities:

Purchases of fixed assets

(24,796)

(55,216)

Purchases of marketable securities available-for-sale

(27,657)

(6,703)

Maturities of marketable securities available-for-sale

1,990�

13,635�

Business acquired, net of cash

(38,085)

�—

Net cash used in investing activities

(88,548)

(48,284)

Financing activities:

Proceeds from the exercise of stock options

20,727�

17,495�

Payments on contingent consideration obligation

�—

(1,090)

Debt issuance costs related to convertible notes

(6,561)

Proceeds from issuance of convertible notes

230,000�

Borrowings on revolving line of credit

40,000�

Repayment of revolving line of credit

(40,000)

Excess tax benefit from the exercise of stock options

754�

983�

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

1,677�

1,474�

Repayments of capital obligations

(1,129)

(1,236)

Net cash provided by financing activities

245,468�

17,626�

Effect of exchange rate changes on cash

189�

(1,693)

Net increase in cash and cash equivalents

202,111�

1,059�

Cash and cash equivalents at beginning of period

63,512�

36,028�

Cash and cash equivalents at end of period

$

265,623�

$

37,087�


SYNCHRONOSS TECHNOLOGIES, INC.

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

(in thousands)

(Unaudited)

Nine�Months�Ended September�30,

����

2014

����

2013

Non-GAAP cash provided by operating activities and reconciliation:

Net cash provided by operating activities (GAAP)

$

45,002�

$

33,410�

Add: Tax benefits from stock options exercised

754�

983�

Add: Cash payments on settlement of Earn-out

�—

1,463�

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

$

45,756�

$

35,856�




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