Exhibit 99.1
![](https://capedge.com/proxy/8-K/0001104659-12-053251/g175061mm01i001.jpg)
200 Crossing Boulevard, Bridgewater, NJ 08807
Press Release:
SYNCHRONOSS TECHNOLOGIES, INC. ANNOUNCES
SECOND QUARTER 2012 FINANCIAL RESULTS
· Non-GAAP total revenue of $67.2 million increases 21% year-over-year
· Non-GAAP operating income of $17.4 million increases 49% year-over-year and represents 26% non-GAAP operating margin
· Non-GAAP EPS of $0.29 increases 38% year-over-year
BRIDGEWATER, NJ — August 1, 2012 — Synchronoss Technologies, Inc. (NASDAQ: SNCR), the mobile innovation company that provides activation and content management solutions for mobile devices, today announced financial results for the second quarter of 2012.
“Synchronoss executed at a high level during the second quarter, achieving non-GAAP revenue and profitability that were in the upper half or above the high-end of our guidance,” said Stephen G. Waldis, Founder and Chief Executive Officer of Synchronoss.
Waldis added, “We believe it is increasingly clear that consumers will look to carriers for cloud-based content management solutions that can and will co-exist with those of major operating systems vendors. Synchronoss is becoming entrenched as a key enabler of carriers’ cloud strategies, evidenced by an additional major expansion of our relationship with Verizon and our agreement to deploy cloud-based content management services at a new Tier 1 European carrier. At the same time, we recently had another significant expansion of our relationship with Vodafone related to our enterprise activation platform.
For the second quarter of 2012, on a GAAP basis, Synchronoss reported net revenues of $67.0 million, representing an increase of 22% compared to the second quarter of 2011. Gross profit was $40.4 million and income from operations was $15.4 million in the second quarter of 2012. Net income applicable to common stock was $11.9 million, leading to diluted earnings per share of $0.31, compared to $0.06 for the second quarter of 2011.
On a non-GAAP basis, for the second quarter of 2012, Synchronoss reported net revenues, which adds back the purchase accounting adjustment related to revenues for certain acquisitions, of $67.2 million, an increase of 21% compared to the second quarter of 2011. Gross profit was $41.4 million, representing a gross margin of 62%. Income from operations was $17.5 million, representing a year-over-year increase of 49% and an operating margin of 26%. Net income was $11.2 million, leading to diluted earnings per share of $0.29, an increase of 38% compared to $0.21 for the second quarter of 2011.
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.”
Lawrence R. Irving, Chief Financial Officer and Treasurer, said “In addition to growth at AT&T, Synchronoss was able to execute on its plan to diversify its revenue, with non-AT&T revenue representing a clear majority of our business for the first time in our history. Much of this growth in non-AT&T revenue is being driven by the increasing adoption of our cloud-based content management services by global service providers, which also helped to drive our non-GAAP gross margin to the highest level since Synchronoss has been a public company. In addition to expanding our addressable market opportunity, we believe the continued expansion of our cloud-based platform is further improving the long-term operating leverage inherent in our business model.”
Other Second Quarter 2012 and Recent Business Highlights:
· Business outside of the AT&T relationship accounted for approximately $37.3 million of non-GAAP revenue, representing approximately 56% of total revenue. Verizon Wireless remained the largest contributor to Synchronoss’ business outside of AT&T, representing over 10% of Synchronoss’ revenue for the quarter. Business related to AT&T accounted for approximately $29.9 million of non-GAAP revenue, representing the other 44% of total revenue.
· On May 7, 2012, Synchronoss acquired privately-held SpeechCycle, Inc., a speech-enabled customer self-service company,
· On May 8, 2012, Synchronoss’ board of directors authorized a stock repurchase program under which the company may repurchase up to $25 million of its common stock.
Conference Call Details
In conjunction with this announcement, Synchronoss will host a conference call on Wednesday, August 1, 2012, at 4:30 p.m. (ET) to discuss the company’s financial results. To access this call, dial 866-804-6927 (domestic) or 857-350-1673 (international). The pass code for the call is 14549848. 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 at 888-286-8010 (domestic) or 617-801-6888 (international). The replay pass code is 93509571. 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 (NASDAQ: SNCR) is the mobile innovation company that provides activation, and content management solutions for mobile devices across the globe. For more information visit us at:
Web: www.synchronoss.com
Blog: http://blog.synchronoss.com
Twitter: http://twitter.com/synchronoss
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, 2011 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, ConvergenceNow, InterconnectNow, ConvergenceNow Plus+ and SmartMobility are trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective owners.
SYNCHRONOSS TECHNOLOGIES, INC.
BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
| | June 30, 2012 | | December 31, 2011 | |
ASSETS | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 35,081 | | $ | 69,430 | |
Marketable securities | | 65,175 | | 51,504 | |
Accounts receivable, net of allowance for doubtful accounts of $371 and $356 at June 30, 2012 and December 31, 2011, respectively | | 61,417 | | 57,387 | |
Prepaid expenses and other assets | | 17,472 | | 16,061 | |
Deferred tax assets | | 3,895 | | 3,938 | |
Total current assets | | 183,040 | | 198,320 | |
Marketable securities | | 22,789 | | 31,642 | |
Property and equipment, net | | 49,539 | | 34,969 | |
Goodwill | | 66,646 | | 54,617 | |
Intangible assets, net | | 76,722 | | 63,969 | |
Deferred tax assets | | 11,654 | | 12,606 | |
Other assets | | 2,334 | | 2,495 | |
Total assets | | $ | 412,724 | | $ | 398,618 | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 3,698 | | $ | 7,712 | |
Accrued expenses | | 19,857 | | 24,153 | |
Deferred revenues | | 7,773 | | 8,834 | |
Contingent consideration obligation | | 2,097 | | 4,735 | |
Total current liabilities | | 33,425 | | 45,434 | |
Lease financing obligation - long term | | 9,254 | | 9,241 | |
Contingent consideration obligation - long-term | | 1,403 | | 8,432 | |
Other liabilities | | 1,044 | | 948 | |
Stockholders’ equity: | | | | | |
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at June 30, 2012 and December 31, 2011 | | — | | — | |
Common stock, $0.0001 par value; 100,000 shares authorized, 41,933 and 41,063 shares issued; 39,054 and 38,394 outstanding at June 30, 2012 and December 31, 2011, respectively | | 4 | | 4 | |
Treasury stock, at cost (2,879 and 2,669 shares at June 30, 2012 and December 31, 2011, respectively) | | (47,485 | ) | (43,712 | ) |
Additional paid-in capital | | 327,113 | | 307,586 | |
Accumulated other comprehensive loss | | (850 | ) | (699 | ) |
Retained earnings | | 88,816 | | 71,384 | |
Total stockholders’ equity | | 367,598 | | 334,563 | |
Total liabilities and stockholders’ equity | | $ | 412,724 | | $ | 398,618 | |
SYNCHRONOSS TECHNOLOGIES, INC.
STATEMENT OF INCOME
(in thousands, except per share data)
(Unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2012 | | 2011 | | 2012 | | 2011 | |
| | | | | | | | | |
Net revenues | | $ | 66,990 | | $ | 54,817 | | $ | 131,550 | | $ | 107,695 | |
Costs and expenses: | | | | | | | | | |
Cost of services (2)(3)(4)* | | 26,631 | | 25,878 | | 55,252 | | 50,489 | |
Research and development (2)(3)(4) | | 12,570 | | 10,055 | | 25,446 | | 20,158 | |
Selling, general and administrative (2)(3)(4) | | 11,060 | | 10,648 | | 21,450 | | 20,795 | |
Net change in contingent consideration obligation | | (4,628 | ) | (85 | ) | (5,408 | ) | 2,831 | |
Depreciation and amortization | | 5,962 | | 3,722 | | 11,133 | | 7,080 | |
| | | | | | | | | |
Total costs and expenses | | 51,595 | | 50,218 | | 107,873 | | 101,353 | |
| | | | | | | | | |
Income from operations | | 15,395 | | 4,599 | | 23,677 | | 6,342 | |
Interest income | | 330 | | 137 | | 728 | | 256 | |
Interest expense | | (241 | ) | (238 | ) | (480 | ) | (475 | ) |
Other income (5) | | 779 | | 176 | | 793 | | 167 | |
| | | | | | | | | |
Income before income tax expense | | 16,263 | | 4,674 | | 24,718 | | 6,290 | |
Income tax expense | | (4,314 | ) | (1,470 | ) | (7,286 | ) | (2,947 | ) |
| | | | | | | | | |
Net income | | $ | 11,949 | | $ | 3,204 | | $ | 17,432 | | $ | 3,343 | |
| | | | | | | | | |
Net income per common share: | | | | | | | | | |
Basic (1) | | $ | 0.31 | | $ | 0.07 | | $ | 0.46 | | $ | 0.13 | |
Diluted (1) | | $ | 0.31 | | $ | 0.06 | | $ | 0.45 | | $ | 0.12 | |
| | | | | | | | | |
Weighted-average common shares outstanding: | | | | | | | | | |
Basic | | 38,353 | | 37,541 | | 38,207 | | 37,144 | |
Diluted | | 39,075 | | 38,827 | | 39,123 | | 38,508 | |
* Cost of services excludes depreciation which is shown separately. | | | | | | | | | |
| | | | | | | | | |
(1) Adjustment to net income for equity mark-to-market on contingent consideration obligation: | | | | | | | | | |
Net income | | $ | 11,949 | | $ | 3,204 | | $ | 17,432 | | $ | 3,343 | |
Income effect for equity mark-to-market on contingent consideration obligation, net of tax | | — | | (681 | ) | — | | 1,466 | |
Net income applicable to shares of common stock for earnings per share | | $ | 11,949 | | $ | 2,523 | | $ | 17,432 | | $ | 4,809 | |
| | | | | | | | | |
(2) Amounts include fair value stock-based compensation as follows: | | | | | | | | | |
Cost of services | | $ | 891 | | $ | 1,125 | | $ | 2,136 | | $ | 2,257 | |
Research and development | | 1,227 | | 953 | | 2,655 | | 1,785 | |
Selling, general and administrative | | 2,421 | | 2,589 | | 4,959 | | 5,185 | |
Total fair value stock-based compensation expense | | $ | 4,539 | | $ | 4,667 | | $ | 9,750 | | $ | 9,227 | |
| | | | | | | | | |
(3) Amounts include acquisition and restructuring costs as follows: | | | | | | | | | |
Cost of services | | $ | — | | $ | 15 | | $ | — | | $ | 15 | |
Research and development | | 208 | | 143 | | 209 | | 249 | |
Selling, general and administrative | | 159 | | 95 | | 424 | | 283 | |
Total acquisition and restructuring costs | | $ | 367 | | $ | 253 | | $ | 633 | | $ | 547 | |
| | | | | | | | | |
(4) Amounts include fair value earn-out cash and stock compensation as follows: | | | | | | | | | |
Cost of services | | $ | — | | $ | 121 | | $ | — | | $ | 245 | |
Research and development | | (98 | ) | (33 | ) | 116 | | 433 | |
Selling, general and administrative | | (116 | ) | 975 | | 136 | | 1,710 | |
Total fair value earn-out cash and stock compensation expense | | $ | (214 | ) | $ | 1,063 | | $ | 252 | | $ | 2,388 | |
| | | | | | | | | |
(5) Amounts include Fx change of the contingent consideration obligation as follows: | | | | | | | | | |
Other income | | $ | 347 | | $ | — | | $ | 114 | | $ | — | |
SYNCHRONOSS TECHNOLOGIES, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share data)
(Unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2012 | | 2011 | | 2012 | | 2011 | |
Non-GAAP financial measures and reconciliation: | | | | | | | | | |
| | | | | | | | | |
GAAP Revenue | | $ | 66,990 | | $ | 54,817 | | $ | 131,550 | | $ | 107,695 | |
Add: Deferred Revenue Write-Down | | 170 | | 554 | | 516 | | 1,087 | |
Non-GAAP Revenue | | $ | 67,160 | | $ | 55,371 | | $ | 132,066 | | $ | 108,782 | |
| | | | | | | | | |
GAAP Revenue | | $ | 66,990 | | $ | 54,817 | | $ | 131,550 | | $ | 107,695 | |
Less: Cost of Services | | 26,631 | | 25,878 | | 55,252 | | 50,489 | |
GAAP Gross Margin | | 40,359 | | 28,939 | | 76,298 | | 57,206 | |
Add: Deferred revenue write-down | | 170 | | 554 | | 516 | | 1,087 | |
Add: Fair value stock-based compensation | | 891 | | 1,125 | | 2,136 | | 2,257 | |
Add: Acquisition and restructuring costs | | — | | 15 | | — | | 15 | |
Add: Deferred compensation expense - earn-out | | — | | 121 | | — | | 245 | |
| | | | | | | | | |
Non-GAAP Gross Margin | | $ | 41,420 | | $ | 30,754 | | $ | 78,950 | | $ | 60,810 | |
| | | | | | | | | |
Non-GAAP Gross Margin % | | 62 | % | 56 | % | 60 | % | 56 | % |
| | | | | | | | | |
GAAP income from operations | | $ | 15,395 | | $ | 4,599 | | $ | 23,677 | | $ | 6,342 | |
Add: Deferred revenue write-down | | 170 | | 554 | | 516 | | 1,087 | |
Add: Fair value stock-based compensation | | 4,539 | | 4,667 | | 9,750 | | 9,227 | |
Add: Acquisition and restructuring costs | | 367 | | 253 | | 633 | | 547 | |
Add: Net change in contingent consideration obligation | | (4,628 | ) | (85 | ) | (5,408 | ) | 2,831 | |
Add: Deferred compensation expense - earn-out | | (214 | ) | 1,063 | | 252 | | 2,388 | |
Add: Amortization expense | | 1,820 | | 660 | | 3,295 | | 1,320 | |
Non-GAAP income from operations | | $ | 17,449 | | $ | 11,711 | | $ | 32,715 | | $ | 23,742 | |
| | | | | | | | | |
GAAP net income attributable to common stockholders | | $ | 11,949 | | $ | 3,204 | | $ | 17,432 | | $ | 3,343 | |
Add: Deferred revenue write-down, net of tax | | 115 | | 384 | | 338 | | 783 | |
Add: Fair value stock-based compensation, net of tax | | 3,029 | | 3,227 | | 6,380 | | 6,643 | |
Add: Acquisition and restructuring costs, net of taxes | | 243 | | 174 | | 414 | | 394 | |
Add: Net change in contingent consideration obligation, net of Fx change, net of tax | | (5,170 | ) | (145 | ) | (5,522 | ) | 2,039 | |
Add: Deferred compensation expense - earn-out, net of tax | | (135 | ) | 727 | | 165 | | 1,720 | |
Add: Amortization expense, net of tax | | 1,207 | | 457 | | 2,156 | | 951 | |
| | | | | | | | | |
Non-GAAP net income | | $ | 11,238 | | $ | 8,028 | | $ | 21,363 | | $ | 15,873 | |
| | | | | | | | | |
Diluted non-GAAP net income per share | | $ | 0.29 | | $ | 0.21 | | $ | 0.55 | | $ | 0.41 | |
| | | | | | | | | |
Weighted shares outstanding - Diluted | | 39,075 | | 38,827 | | 39,123 | | 38,508 | |
SYNCHRONOSS TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)
| | Six Months Ended June 30, | |
| | 2012 | | 2011 | |
Operating activities: | | | | | |
Net income | | $ | 17,432 | | $ | 3,343 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization expense | | 11,133 | | 7,080 | |
Loss on disposal of asset | | 214 | | — | |
Amortization of bond premium | | 665 | | 134 | |
Deferred income taxes | | 438 | | (1,575 | ) |
Non-cash interest on leased facility | | 460 | | 458 | |
Stock-based compensation | | 9,750 | | 10,053 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable, net of allowance for doubtful accounts | | (2,165 | ) | (11,570 | ) |
Prepaid expenses and other current assets | | 2,844 | | (675 | ) |
Other assets | | (170 | ) | (68 | ) |
Accounts payable | | (4,517 | ) | 965 | |
Accrued expenses | | (5,658 | ) | (1,022 | ) |
Contingent consideration obligation | | (8,803 | ) | 1,942 | |
Excess tax benefit from the exercise of stock options | | (4,864 | ) | (6,080 | ) |
Other liabilities | | 82 | | (42 | ) |
Deferred revenues | | (558 | ) | 9,685 | |
| | | | | |
Net cash provided by operating activities | | 16,283 | | 12,628 | |
| | | | | |
Investing activities: | | | | | |
Purchases of fixed assets | | (21,863 | ) | (7,356 | ) |
Purchases of marketable securities available-for-sale | | (13,013 | ) | (27,052 | ) |
Maturity of marketable securities available-for-sale | | 7,603 | | 1,934 | |
Business acquired, net of cash | | (26,467 | ) | (7,823 | ) |
| | | | | |
Net cash used in investing activities | | (53,740 | ) | (40,297 | ) |
| | | | | |
Financing activities: | | | | | |
Proceeds from the exercise of stock options | | 4,912 | | 11,027 | |
Payments on contingent consideration obligation | | (2,268 | ) | (8,286 | ) |
Excess tax benefit from the exercise of stock options | | 4,864 | | 6,080 | |
Repurchase of common stock | | (3,773 | ) | (7,796 | ) |
Payments on capital obligations | | (480 | ) | (496 | ) |
Net cash provided by financing activities | | 3,255 | | 529 | |
Effect of exchange rate changes on cash | | (147 | ) | 181 | |
Net decrease in cash and cash equivalents | | (34,349 | ) | (26,959 | ) |
Cash and cash equivalents at beginning of year | | 69,430 | | 180,367 | |
Cash and cash equivalents at end of period | | $ | 35,081 | | $ | 153,408 | |
SYNCHRONOSS TECHNOLOGIES, INC.
Reconciliation of GAAP to Non-GAAP Cash Provided by Operating Activities
(in thousands)
(Unaudited)
| | Six Months Ended June 30, | |
| | 2012 | | 2011 | |
Non-GAAP cash provided by operating activities and reconciliation: | | | | | |
| | | | | |
Net cash provided by operating activities (GAAP) | | $ | 16,283 | | $ | 12,628 | |
Add: Tax benefits from stock options exercised | | 4,864 | | 6,080 | |
Add: Cash payments on settlement of Earn-out | | 3,533 | | 2,383 | |
Adjusted cash flow provided by operating activities (Non-GAAP) | | $ | 24,680 | | $ | 21,091 | |
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