Exhibit 99.1
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Goodman Networks Reports Record Revenue
in Fiscal Year 2014
¡ Annual Revenue up 28.7% to $1.2 billion
¡ Year over Year Annual Adjusted EBITDA increase of 171% to $70 million
PLANO, TX, March 31, 2015 –Goodman Networks Incorporated today announced financial results for fiscal year ended December 31, 2014.
Revenue was $1,199.2 million for the year ended December 31, 2014, compared to $931.7 million for 2013, an increase of 28.7%. Organic revenue was $893.5 million for the year ended December 31, 2014 compared to $783.1 million for 2013 which excludes revenue contributions attributable to the acquisitions of Multiband Corporation (“Multiband”) of $264.0 million and Custom Solutions Group of Cellular Specialties, Inc. (“CSG”) of $41.7 million. Infrastructure Services (IS) revenue grew 17.1% driven by the continued deployment of 4G-LTE networks by our customers. Professional Services (PS) revenue decreased 10.4% resulting from the decrease in the volume of services provided to Alcatel-Lucent. Field Services (FS) revenue was $261.3 million for the full year ended December 31, 2014 compared to $88.2 million in revenue for four months in 2013 after the acquisition of Multiband. Net loss from continuing operations was $14.9 million for 2014, compared to a net loss from continuing operations of $43.2 million in 2013.
Adjusted EBITDA was $69.7 million for the year ended December 31, 2014, up from $25.8 million in 2013, an increase of 171%. Summary financial statements for the year ended December 31, 2014 are included in Exhibit A to this earnings announcement.
“We had a record year for our company in terms of revenue and adjusted EBITDA from continuing operations. I’m pleased with how we have transformed our company with the addition and integration of the Multiband and CSG acquisitions,” stated Ron Hill, Goodman Networks’ executive chairman and chief executive officer. “We continue to focus on long-term growth through operational excellence, innovation and customer diversification. Our strategy is sound, our financials are strong, and we have uniquely positioned the company to help our customers address their largest network needs.”
Results for the Years Ended December 31, 2013 and 2014 (dollars in thousands)
Results of operations are presented below.
| | | | | | | | | | | | |
| | Year Ended December 31, | | | | |
| | 2013 | | | 2014 | | | | |
| | Amount | | | Amount | | | Change ($) | |
Revenue: | | | | | | | | | | | | |
Professional Services | | $ | 111,468 | | | $ | 99,880 | | | $ | (11,588 | ) |
Infrastructure Services | | | 715,518 | | | | 837,982 | | | | 122,464 | |
Field Services | | | 88,240 | | | | 261,326 | | | | 173,086 | |
Other Services | | | 16,519 | | | | — | | | | (16,519 | ) |
| | | | | | | | | | | | |
Total revenue | | | 931,745 | | | | 1,199,188 | | | | 267,443 | |
Cost of revenues: | | | | | | | | | | | | |
Professional Services | | | 91,597 | | | | 92,380 | | | | 783 | |
Infrastructure Services | | | 622,438 | | | | 707,616 | | | | 85,178 | |
Field Services | | | 77,899 | | | | 225,441 | | | | 147,542 | |
Other Services | | | 14,175 | | | | — | | | | (14,175 | ) |
| | | | | | | | | | | | |
Total cost of revenue | | | 806,109 | | | | 1,025,437 | | | | 219,328 | |
Gross profit: | | | | | | | | | | | | |
Professional Services | | | 19,871 | | | | 7,500 | | | | (12,371 | ) |
Infrastructure Services | | | 93,080 | | | | 130,366 | | | | 37,286 | |
Field Services | | | 10,341 | | | | 35,885 | | | | 25,544 | |
Other Services | | | 2,344 | | | | — | | | | (2,344 | ) |
| | | | | | | | | | | | |
Total gross profit | | | 125,636 | | | | 173,751 | | | | 48,115 | |
| | | |
Gross margin as percent of segment revenues: | | | | | | | | | | | | |
Professional Services | | | 17.8 | % | | | 7.5 | % | | | | |
Infrastructure Services | | | 13.0 | % | | | 15.6 | % | | | | |
Field Services | | | 11.7 | % | | | 13.7 | % | | | | |
Other Services | | | 14.2 | % | | | 0.0 | % | | | | |
| | | | | | | | | | | | |
Total gross margin | | | 13.5 | % | | | 14.5 | % | | | | |
| | | |
Selling, general and administrative expenses | | | 121,106 | | | | 122,792 | | | | 1,686 | |
Restructuring Expense | | | — | | | | 9,998 | | | | 9,998 | |
Impairment Expense | | | — | | | | 3,254 | | | | 3,254 | |
Other Operating (income) expense | | | — | | | | (3,285 | ) | | | (3,285 | ) |
| | | | | | | | | | | | |
Operating income | | | 4,530 | | | | 40,992 | | | | 36,462 | |
Other (income) loss | | | (25 | ) | | | (71 | ) | | | (46 | ) |
Interest expense, net | | | 40,287 | | | | 46,694 | | | | 6,407 | |
| | | | | | | | | | | | |
| | | |
Loss before income taxes from continuing operations | | | (35,732 | ) | | | (5,631 | ) | | | 30,101 | |
Income tax expense | | | 7,506 | | | | 9,293 | | | | 1,787 | |
| | | | | | | | | | | | |
Net loss from continuing operations | | | (43,238 | ) | | | (14,924 | ) | | | 28,314 | |
Discontinued operations, net of income taxes | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net loss | | $ | (43,238 | ) | | $ | (14,924 | ) | | $ | 28,314 | |
| | | | | | | | | | | | |
Total revenue increased $267.4 million, primarily driven by an increase in the volume of services provided to subsidiaries of AT&T Inc. for projects that were completed during the year, coupled with the inclusion of full year revenue for the Multiband and CSG acquisitions. Cost of revenue as a percentage of revenue decreased from 86.5% in 2013 to 85.5% in 2014 as a result of our efforts to eliminate costs and drive efficiencies to our business.
Selling, general and administrative expense as a percentage of revenue decreased from 13.0% in 2013 to 10.2% in 2014 due to our savings from the 2014 restructuring plan, the change in the fair value of the CSG earn-out obligation and a reduction in professional fees.
Interest expense of $46.7 million increased $6.4 million as a result of inclusion of a full year of interest related to the tack-on notes compared to only the latter part of the year for 2013. Income tax expense was $9.3 million for the year ended December 31, 2014 as a result of the loss before taxes and a valuation allowance of $28.6 million recorded against our deferred tax assets.
Goodman Networks Conference Call Information
Goodman Networks will host a conference call to discuss its financial and operational results at 8:00 AM Central Time (CT) on Tuesday, March 31, 2015. Dial-in information for the conference call is as follows:
| | |
Date: | | Tuesday, March 31, 2015 |
Time: | | 8:00 AM CT |
Call-in number: | | (877) 415-3186 or (857) 244-7329 |
Participant Passcode: | | 53028061 |
Please plan on accessing the conference call 5 minutes prior to the scheduled start time.
A replay of the call will be available for 7 days. To listen to a replay of the call, please dial (888) 286-8010 or (617) 801-6888 and use passcode 29155420 prior to 11:59 PM CT on Tuesday, April 7, 2015.
About Goodman Networks Incorporated
Goodman Networks is a leading national provider of end-to-end network infrastructure and professional services to the wireless telecommunications industry. Our core services span the full network lifecycle, including the design, engineering, construction, deployment, integration, maintenance and decommissioning of wireless networks.
Forward-Looking Statements
This earnings release and the conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this earnings release. Such risks and uncertainties include our reliance on two customers, which have announced a plan to merge, for the vast majority of our revenues, our ability to maintain a level of service quality satisfactory to those two customers across a broad geographic area, our ability to manage or refinance our substantial level of indebtedness and
our ability to generate sufficient cash to service our indebtedness, our ability to raise additional capital to fund our operations and meet our obligations, our ability to translate amounts included in our estimated backlog into revenue or profits, business and economic conditions and trends in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs and the availability of financing, and the other risks detailed in our filings with the Securities and Exchange Commission. We do not undertake to update forward-looking statements.
Non-GAAP Financial Measures
We present EBITDA because we consider it to be an important supplemental measure of our operating performance and we believe that such information will be used by securities analysts, investors and other interested parties in the evaluation of our results. We present Adjusted EBITDA, which adjusts EBITDA for items that management does not consider to be reflective of our core operating performance, because it may be used by certain investors as a measure of operating performance. Management considers core operating performance to be that which can be affected by managers in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Adjusted EBITDA adjusts EBITDA to eliminate the impact of certain items, including: (i) share-based compensation (non-cash portion); (ii) certain restructuring fees and expenses; (iii) amortization of debt issuance costs; (iv) restatement fees and expenses; (v) impairment charges recognized on our long-lived assets; (vi) fees and expenses related to the issuance of equity permitted under the Indenture; and (vii) transaction fees and expenses related to acquisitions.
| | | | | | | | | | | | |
| | 2013 | | | 2014 | | | % Change | |
| | (dollars in thousands) | | | | |
EBITDA from continuing operations and Adjusted EBITDA from continuing operations: | | | | |
Net loss from continuing operations | | $ | (43,238 | ) | | $ | (14,924 | ) | | | -65 | % |
Income tax expense (benefit) | | | 7,506 | | | | 9,293 | | | | 24 | % |
Interest expense, net | | | 40,287 | | | | 46,694 | | | | 16 | % |
Depreciation and amortization | | | 9,758 | | | | 11,499 | | | | 18 | % |
| | | | | | | | | | | | |
EBITDA from continuing operations | | | 14,313 | | | | 52,562 | | | | 267 | % |
Share-based compensation | | | 4,507 | | | | 6,043 | | | | 34 | % |
Restructuring expenses | | | — | | | | 9,998 | | | | 0 | % |
Amortization of debt issuance costs | | | (1,990 | ) | | | (3,482 | ) | | | 75 | % |
Restatement fees and expenses | | | 3,382 | | | | — | | | | -100 | % |
Asset Impairment | | | — | | | | 3,254 | | | | 0 | % |
Equity issuance costs | | | — | | | | 1,360 | | | | 0 | % |
Acquisition related transaction expenses | | | 5,546 | | | | — | | | | -100 | % |
| | | | | | | | | | | | |
Adjusted EBITDA from continuing operations | | $ | 25,758 | | | $ | 69,735 | | | | 171 | % |
| | | | | | | | | | | | |
The Company also presents organic revenue, a non-GAAP measure, which represents revenue excluding the impact of the acquisitions of Multiband and CSG. Management believes that organic revenue is an important measure to make meaningful period-to-period comparisons and is therefore useful to investors. Organic revenue should be viewed in addition to, and not in lieu of, the Company’s consolidated financial statements. A reconciliation of revenue to organic revenue is set forth below (in thousands):
| | | | | | | | | | | | | | | | |
| | Three months Ended December 31, | | | Year Ended December 31, | |
| | 2013 | | | 2014 | | | 2013 | | | 2014 | |
Revenues | | $ | 358,075 | | | $ | 308,243 | | | $ | 931,746 | | | $ | 1,199,188 | |
| | | | |
Less: Multiband Corporation revenues | | | (76,945 | ) | | | (66,144 | ) | | | (104,759 | ) | | | (263,999 | ) |
| | | | |
Less: CSG revenues | | | (17,366 | ) | | | (11,057 | ) | | | (43,909 | ) | | | (41,679 | ) |
| | | | | | | | | | | | | | | | |
Organic revenues | | $ | 263,764 | | | $ | 231,042 | | | $ | 783,077 | | | $ | 893,509 | |
| | | | | | | | | | | | | | | | |
Goodman Networks Contact:
| | |
Investor Relations: | | Geoff Miller |
| | Interim Chief Financial Officer |
| | gemiller@goodmannetworks.com |
| | (972) 421-5197 |
Goodman Networks Incorporated
Consolidated Balance Sheets
December 31, 2013 and 2014
(In Thousands, Except Share Amounts and Par Value)
| | | | | | | | |
| | December 31, | |
| | 2013 | | | 2014 | |
Assets | | | | | | | | |
Current Assets | | | | | | | | |
Cash | | $ | 59,439 | | | $ | 76,703 | |
Accounts receivable, net of allowances for doubtful accounts of $350 and $877 at December 31, 2013 and 2014, respectively | | | 109,478 | | | | 66,354 | |
Unbilled revenue on completed projects | | | 21,136 | | | | 16,780 | |
Costs in excess of billings on uncompleted projects | | | 100,258 | | | | 81,410 | |
Inventories | | | 22,909 | | | | 18,638 | |
Prepaid expenses and other current assets | | | 8,980 | | | | 6,727 | |
Assets held for sale | | | — | | | | 4,000 | |
Income tax receivable | | | 16,772 | | | | 513 | |
| | | | | | | | |
Total current assets | | | 338,972 | | | | 271,125 | |
| | |
Property and equipment, net of accumulated depreciation of $25,062 and $29,776 at December 31, 2013 and 2014, respectively | | | 19,647 | | | | 24,638 | |
Deferred financing costs, net | | | 18,156 | | | | 14,491 | |
Deferred tax assets | | | 18,443 | | | | — | |
Deposits and other assets | | | 3,313 | | | | 2,821 | |
Insurance collateral | | | 11,569 | | | | 12,249 | |
Intangible assets, net of accumulated amortization of $4,744 and $10,438 at December 31, 2013 and 2014, respectively | | | 29,156 | | | | 19,558 | |
Goodwill | | | 69,134 | | | | 69,178 | |
| | | | | | | | |
Total assets | | $ | 508,390 | | | $ | 414,060 | |
| | | | | | | | |
| | |
Liabilities and Shareholders’ Deficit | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable | | $ | 137,106 | | | $ | 94,851 | |
Accrued expenses | | | 98,047 | | | | 73,574 | |
Income taxes payable | | | 357 | | | | 1,783 | |
Billings in excess of costs on uncompleted projects | | | 46,691 | | | | 36,316 | |
Deferred revenue | | | 113 | | | | 426 | |
Deferred tax liabilities | | | 8,457 | | | | — | |
Liabilities related to assets held for sale | | | — | | | | 3,646 | |
Deferred Rent - Short Term | | | — | | | | 188 | |
Current portion of capital lease and notes payable obligations | | | 1,818 | | | | 1,366 | |
| | | | | | | | |
Total current liabilities | | | 292,589 | | | | 212,150 | |
| | |
Notes payable | | | 330,346 | | | | 326,648 | |
Capital lease obligations | | | 1,542 | | | | 1,045 | |
Accrued expenses, non-current | | | 18,791 | | | | 8,484 | |
Deferred revenue, non-current | | | — | | | | 8,874 | |
Deferred tax liability, non-current | | | — | | | | 1,428 | |
Deferred rent | | | 446 | | | | 454 | |
| | | | | | | | |
Total liabilities | | | 643,714 | | | | 559,083 | |
| | |
Shareholders’ Deficit | | | | | | | | |
Common stock, $0.01 par value, 10,000,000 shares authorized; 985,714 issued and 869,396 outstanding at December 31, 2013 and 1,029,072 issued and 912,754 outstanding at December 31, 2014 | | | 10 | | | | 10 | |
Treasury stock, at cost, 116,318 shares at December 31, 2013 and 2014 | | | (11,756 | ) | | | (11,756 | ) |
Additional paid-in capital | | | 13,314 | | | | 18,525 | |
Other comprehensive income | | | — | | | | 14 | |
Accumulated deficit | | | (136,892 | ) | | | (151,816 | ) |
| | | | | | | | |
Total shareholders’ deficit | | | (135,324 | ) | | | (145,023 | ) |
| | | | | | | | |
Total liabilities and shareholders’ deficit | | $ | 508,390 | | | $ | 414,060 | |
| | | | | | | | |
Goodman Networks Incorporated
Consolidated Statements of Operations
Years Ended December 31, 2012, 2013 and 2014
(In Thousands)
| | | | | | | | | | | | |
| | 2012 | | | 2013 | | | 2014 | |
Revenues | | $ | 609,227 | | | $ | 931,745 | | | $ | 1,199,188 | |
Cost of revenues | | | 499,288 | | | | 806,109 | | | | 1,025,437 | |
| | | | | | | | | | | | |
Gross profit (exclusive of depreciation and amortization included in selling, general and administrative expense shown below) | | | 109,939 | | | | 125,636 | | | | 173,751 | |
Selling, general and administrative expenses | | | 87,216 | | | | 121,106 | | | | 122,792 | |
Restructuring expense | | | — | | | | — | | | | 9,998 | |
Impairment expense | | | — | | | | — | | | | 3,254 | |
Other operating income | | | — | | | | — | | | | (3,285 | ) |
| | | | | | | | | | | | |
Operating income | | | 22,723 | | | | 4,530 | | | | 40,992 | |
Other income | | | — | | | | (25 | ) | | | (71 | ) |
Interest expense, net | | | 31,998 | | | | 40,287 | | | | 46,694 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (9,275 | ) | | | (35,732 | ) | | | (5,631 | ) |
Income tax expense (benefit) | | | (4,176 | ) | | | 7,506 | | | | 9,293 | |
| | | | | | | | | | | | |
Net loss from continuing operations | | | (5,099 | ) | | | (43,238 | ) | | | (14,924 | ) |
Discontinued operations, net of income taxes | | | 2,568 | | | | — | | | | — | |
| | | | | | | | | | | | |
Net loss | | $ | (2,531 | ) | | $ | (43,238 | ) | | $ | (14,924 | ) |
Other comprehensive income: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | | — | | | | 14 | |
| | | | | | | | | | | | |
Comprehensive loss | | $ | (2,531 | ) | | $ | (43,238 | ) | | $ | (14,910 | ) |
| | | | | | | | | | | | |
Goodman Networks Incorporated
Consolidated Statements of Cash Flows
Years Ended December 31, 2012, 2013 and 2014
(In Thousands)
| | | | | | | | | | | | |
| | 2012 | | | 2013 | | | 2014 | |
Operating Activities | | | | | | | | | | | | |
Net loss | | $ | (2,531 | ) | | $ | (43,238 | ) | | $ | (14,924 | ) |
| | | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
Depreciation and amortization of property and equipment | | | 3,621 | | | | 4,522 | | | | 5,806 | |
Amortization of intangible assets | | | — | | | | 5,236 | | | | 5,694 | |
Amortization of debt discounts and deferred financing costs | | | 2,089 | | | | 2,509 | | | | 4,527 | |
Impairment and restructuring charges | | | — | | | | — | | | | 7,158 | |
Provision of doubtful accounts | | | (239 | ) | | | 337 | | | | 1,626 | |
Deferred tax expense | | | 10,433 | | | | 5,715 | | | | 11,415 | |
Share-based compensation expense | | | 5,629 | | | | 4,453 | | | | 6,668 | |
Accretion of contingent consideration | | | — | | | | 846 | | | | 515 | |
Change in fair value of contingent consideration | | | — | | | | (200 | ) | | | (9,519 | ) |
Change in fair value of guarantee of indebtedness | | | — | | | | — | | | | (1,500 | ) |
Loss on sale of property and equipment | | | (29 | ) | | | 111 | | | | 292 | |
Gain on sale of MDU assets | | | — | | | | (1,472 | ) | | | — | |
Changes in (net of acquisitions): | | | | | | | | | | | | |
Accounts receivable | | | (24,176 | ) | | | (6,728 | ) | | | 41,726 | |
Unbilled revenue | | | (1,829 | ) | | | (1,679 | ) | | | 3,554 | |
Costs in excess of billings on uncompleted projects | | | 19,071 | | | | (63,975 | ) | | | 18,371 | |
Inventories | | | 12,048 | | | | 9,186 | | | | 4,245 | |
Prepaid expenses and other assets | | | (829 | ) | | | 7,880 | | | | 8,807 | |
Accounts payable and other liabilities | | | 682 | | | | 43,796 | | | | (66,767 | ) |
Income taxes payable / receivable | | | (14,185 | ) | | | 1,934 | | | | 18,053 | |
Billings in excess of costs on uncompleted projects | | | 14,471 | | | | (1,861 | ) | | | (10,375 | ) |
Deferred revenue | | | — | | | | — | | | | 9,289 | |
| | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 24,226 | | | | (32,628 | ) | | | 44,661 | |
| | | | | | | | | | | | |
| | | |
Investing Activities | | | | | | | | | | | | |
Purchases of property and equipment | | | (2,987 | ) | | | (4,019 | ) | | | (17,615 | ) |
Payments for intangible assets | | | — | | | | (8 | ) | | | — | |
Proceeds from the sale of MDU Assets | | | — | | | | 12,500 | | | | | |
Proceeds from the sale of property and equipment | | | 59 | | | | 76 | | | | 275 | |
Purchase of Cellular Specialties, Inc. | | | — | | | | (18,000 | ) | | | — | |
Purchase of Multiband | | | — | | | | (101,092 | ) | | | — | |
Purchase of Design Build Technologies | | | — | | | | (1,306 | ) | | | — | |
Checks issued in excess of bank balance with the purchase of subsidiaries | | | — | | | | (254 | ) | | | — | |
Change in due from shareholders | | | (147 | ) | | | 138 | | | | 3 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (3,075 | ) | | | (111,965 | ) | | | (17,337 | ) |
| | | | | | | | | | | | |
| | | |
Financing Activities | | | | | | | | | | | | |
Proceeds from lines of credit | | | — | | | | 517,516 | | | | 1,095,560 | |
Payments on lines of credit | | | — | | | | (517,516 | ) | | | (1,095,560 | ) |
Proceeds from issuance of the Tack-On Notes | | | — | | | | 105,000 | | | | — | |
Payments on capital lease and notes payable obligations | | | (797 | ) | | | (4,112 | ) | | | (8,096 | ) |
Payments on contingent consideration arrangements | | | — | | | | — | | | | (670 | ) |
Payments for deferred financing costs | | | — | | | | (12,865 | ) | | | (1,360 | ) |
Proceeds from the issuance of common stock | | | — | | | | 13 | | | | — | |
Proceeds from exercise of warrants and stock options | | | — | | | | — | | | | 43 | |
Purchase of treasury stock | | | — | | | | (4,995 | ) | | | — | |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (797 | ) | | | 83,041 | | | | (10,083 | ) |
| | | | | | | | | | | | |
| | | |
Effect of exchange rate changes on cash | | | — | | | | — | | | | 23 | |
| | | | | | | | | | | | |
Increase (decrease) in cash | | | 20,354 | | | | (61,552 | ) | | | 17,264 | |
Cash, Beginning of Period | | | 100,637 | | | | 120,991 | | | | 59,439 | |
| | | | | | | | | | | | |
Cash, End of Period | | $ | 120,991 | | | $ | 59,439 | | | $ | 76,703 | |
| | | | | | | | | | | | |