WAKEFIELD, Mass., June 15, 2015 (GLOBE NEWSWIRE) -- Comverse, Inc. ("Comverse") (Nasdaq:CNSI) today announced its results for the three months ended April 30, 2015.
Consolidated Highlights: Below is selected consolidated financial information for the three months ended April 30, 2015 and 2014, prepared in accordance with generally accepted accounting principles ("GAAP"), except as noted.
| Comverse, Inc.: | Three Months Ended April 30, | |
| (In thousands) | 2015 | 2014 |
| Total revenue | $ 45,705 | $ 65,082 |
| Costs and expenses | ||
| Cost of revenue | 43,757 | 50,885 |
| Research and development, net | 8,280 | 8,359 |
| Selling, general and administrative | 19,873 | 25,560 |
| Other operating expenses | 3,408 | 1,872 |
| Total costs and expenses | 75,318 | 86,676 |
| Loss from operations | (29,613) | (21,594) |
| Expense adjustments | 7,764 | 5,877 |
| Comverse performance (1) | (21,849) | (15,717) |
| Depreciation | 3,367 | 3,161 |
| Adjusted EBITDA (1) | (18,482) | (12,556) |
| Loss before income tax expense | (35,193) | (19,635) |
| Income tax expense | (4,787) | (2,460) |
| Loss from continuing operations | (39,980) | (22,095) |
| Income from discontinued operations | 13,319 | 5,964 |
| Net loss | $ (26,661) | $ (16,131) |
| (Loss) earnings per share - basic & diluted: | ||
| Continuing operations | $ (1.83) | $ (0.99) |
| Discontinued operations | 0.61 | 0.27 |
| $ (1.22) | $ (0.72) | |
| Adjusted EBITDA loss per share - basic & diluted (1) | $ (0.85) | $ (0.56) |
| Interest expense | (193) | (123) |
| Operating margin | (64.8)% | (33.2)% |
| Comverse performance margin | (47.8)% | (24.1)% |
| Net cash used in operating activities | $ (17,704) | $ (35,599) |
|
(1) "Comverse performance", "Adjusted EBITDA" and "Adjusted EBITDA loss per share" have not been prepared in accordance with GAAP. See "Presentation of Non-GAAP Financial Measures" below. |
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Acision Transaction:
Separately, Comverse today announced it has entered into a definitive agreement to acquire Acision, a privately-held leader in secure mobile messaging and engagement services, based in London, United Kingdom. Under the terms of the agreement, the purchase price consists of $135 million in cash, certain earnout payments of up to $35 million and 3.13 million shares of Comverse's common stock. Acision, in consultation with Comverse will seek to maintain Acision's existing $157 million senior credit facility following completion of the transaction. Subject to provisions allowing Comverse to secure alternative financing, both Comverse and the Seller are permitted to terminate the Purchase Agreement in the event the requisite lenders under the Acision credit agreement do not consent to have the Acision debt remain in place following completion of the transaction. The resulting company will reflect the best of breed products and services from both entities, combining complementary market presence and product lines, leading to an expanded solutions portfolio and global footprint for the joint customer base.
"I am very pleased with our recent progress, especially the acquisition we announced today of Acision. I am convinced that these strategic steps are bringing us much closer to our goal of transforming Comverse into a global market leader in the Digital Lifestyle Services sector. These combined efforts secure a stronger foundation for Comverse, and allow us to pursue higher growth and profitability through an expanded product portfolio and compelling platform approach to this market," said Philippe Tartavull, President and CEO of Comverse, Inc.
Discontinued Operations and Segment Information
Our BSS Business met the criteria to be classified as held for sale as well as discontinued operations. As such, the BSS Business has been reclassified and reflected as discontinued operations in the consolidated statements of operations for all periods presented. The assets and liabilities related to BSS Business were reclassified and reflected as available for sale on the consolidated balance sheet at April 30, 2015. We now operate as a single business segment the results of which are included in the Company's income statement from continuing operations.
Selected Balance Sheet Highlights: Below is selected balance sheet data:
| As of | ||
| (In millions) | April 30, 2015 | January 31, 2015 |
| Cash and cash equivalents | $ 136.1 | $ 158.1 |
| Restricted cash (including long-term restricted cash) and bank time deposits | 43.8 | 43.7 |
| Total | $ 179.9 | $ 201.8 |
Conference Call Details
Comverse will be conducting a conference call today, June 15, 2015 at 8:00 a.m. ET. To listen to the conference call live, please dial (678) 825-8369. Please dial-in at least ten minutes before the scheduled start time. A live webcast and presentation can be accessed at www.comverse.com by following links to the events and presentations page under the Investors section. Following the call, a replay of the webcast will be archived in the same location.
Comverse Performance and Adjusted EBITDA
Our Chief Executive Officer is our chief operating decision maker (or CODM). The CODM uses Comverse performance, as defined below, as the primary basis for assessing the financial results of the company. Comverse performance, as we define it in accordance with the Financial Accounting Standards Board's guidance relating to segment reporting, is not necessarily comparable to other similarly titled captions of other companies.
Comverse performance is computed by management as loss from operations adjusted for the following: (i) stock-based compensation expense; (ii) amortization of intangible assets; (iii) compliance-related professional fees; (iv) compliance-related compensation and other expenses; (v) strategic-related costs (vi) write-off of property and equipment; (vii) certain litigation settlements and related costs; (viii) restructuring expenses; and (ix) certain other gains and expenses. Compliance-related professional fees relate to fees and expenses recorded in connection with our efforts to remediate material weaknesses in internal control over financial reporting. Strategic related costs include business strategy evaluation and mergers and acquisition efforts.
Adjusted EBITDA is computed by management by adding depreciation to Comverse performance.
Presentation of Non-GAAP Financial Measures
We provide Comverse performance, Adjusted EBITDA and Adjusted EBITDA per share, non-GAAP financial measures, as additional information for our operating results. These measures are not in accordance with, or alternatives for, GAAP financial measures and may be different from, or not comparable to similarly titled or other non-GAAP financial measures used by other companies. We believe that the presentation of these non-GAAP financial measure provides useful information to investors regarding certain additional financial and business trends relating to our results of operations as viewed by management in monitoring our businesses, reviewing financial results and for planning purposes. See "Consolidated Reconciliation of GAAP to Non-GAAP Financial Measures" below.
About Comverse, Inc.
Comverse empowers people to engage with each other, services, and things as part of their multi-device, digital lifestyle. We help service providers and enterprises deliver and monetize innovative digital experiences through an award-winning portfolio of software solutions, backed by expert services. Our solutions touch more than two billion people through 450 service providers and enterprises in 125+ countries. You can find us at www.comverse.com.
Forward-Looking Statements
This press release includes "forward-looking statements." Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, statements of assumptions relating thereto, statements regarding benefits of the acquisition of Acision, including future financial and operating results, expected capitalization at closing of the acquisition, expected synergies and anticipated future financial operating performance, our and Acision's plans, objectives, expectations and intentions and the expected timing of completion of the transaction. In some cases, forward-looking statements can be identified by the use of terminology such as "may," "expects," "plans," "anticipates," "estimates," "believes," "potential," "projects," "forecasts," "intends," or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this press release. Such risks or uncertainties may give rise to future claims and increase exposure to contingent liabilities. These risks and uncertainties relate to (among other factors) the market price of our stock, operating expenses and cash flows, variability of our tax provision, and the additional risks described in the sections entitled "Forward-Looking Statements" and Item 1A, "Risk Factors" and elsewhere in the company's Annual Report on Form 10-K, or in subsequently filed periodic, current or other reports. In addition to the risks and uncertainties set forth in our SEC filings, the forward-looking statements described in this press release could be affected by the following, among other things: (i) conditions to the closing of the acquisition of Acision may not be satisfied; (ii) problems may arise in successfully integrating Acision's business into our current business, which may result in our not operating as effectively and efficiently as expected; (iii) we may be unable to achieve expected synergies or it may take longer than expected to achieve such synergies; (iv) the transaction may involve unexpected costs or unexpected liabilities; (v) our business may suffer as a result of uncertainty surrounding the acquisition of Acision; (vi) our industry may be subject to future regulatory or legislative actions that could adversely affect us; and (vii) we may be adversely affected by other economic, business and/or competitive factors. We undertake no commitment to update or revise any forward-looking statements except as required by law.
These risks and uncertainties discussed above, as well as others, are discussed in greater detail in our filings with the SEC. The documents and reports we file with the SEC are available through us, or our website, www.comverse.com, or through the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov.
| COMVERSE, INC. AND SUBSIDIARIES | ||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
| (In thousands, except share and per share data) | ||
| Three Months Ended April 30, | ||
| 2015 | 2014 | |
| Revenue: | ||
| Product revenue | $ 10,107 | $ 17,010 |
| Service revenue | 35,598 | 48,072 |
| Total revenue | 45,705 | 65,082 |
| Costs and expenses: | ||
| Product costs | 12,953 | 9,895 |
| Service costs | 30,804 | 40,990 |
| Research and development, net | 8,280 | 8,359 |
| Selling, general and administrative | 19,873 | 25,560 |
| Other operating expenses: | ||
| Restructuring expenses | 3,408 | 1,872 |
| Total other operating expenses | 3,408 | 1,872 |
| Total costs and expenses | 75,318 | 86,676 |
| Loss from operations | (29,613) | (21,594) |
| Interest income | 84 | 115 |
| Interest expense | (193) | (123) |
| Foreign currency transaction (loss) gain, net | (5,573) | 2,019 |
| Other income (expense), net | 102 | (52) |
| Loss before income tax expense | (35,193) | (19,635) |
| Income tax expense | (4,787) | (2,460) |
| Loss from continuing operations | (39,980) | (22,095) |
| Income from discontinued operations | 13,319 | 5,964 |
| Net loss | $ (26,661) | $ (16,131) |
| Weighted average common shares outstanding: | ||
| Basic & Diluted | 21,865,326 | 22,293,980 |
| (Loss) earnings per share - basic & diluted: | ||
| Continuing operations | $ (1.83) | $ (0.99) |
| Discontinued operations | 0.61 | 0.27 |
| $ (1.22) | $ (0.72) | |
| COMVERSE, INC. AND SUBSIDIARIES | ||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| (In thousands, except share and per share data) | ||
|
April 30, 2015 |
January 31, 2015 |
|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $ 136,096 | $ 158,121 |
| Restricted cash and bank deposits | 36,054 | 35,802 |
| Accounts receivable, net of allowance of $2,952 and $4,403, respectively | 33,914 | 71,670 |
| Inventories | 17,550 | 17,817 |
| Deferred cost of revenue | 3,481 | 7,059 |
| Deferred income taxes | 14,314 | 13,781 |
| Prepaid expenses | 12,635 | 15,156 |
| Other current assets | 13,758 | 10,570 |
| Assets held for sale | 154,829 | — |
| Total current assets | 422,631 | 329,976 |
| Property and equipment, net | 39,825 | 49,230 |
| Goodwill | 67,585 | 151,217 |
| Intangible assets, net | 1,561 | 4,049 |
| Deferred cost of revenue | 20,305 | 30,437 |
| Deferred income taxes | 2,875 | 3,064 |
| Long-term restricted cash | 7,714 | 7,940 |
| Other assets | 15,365 | 30,439 |
| Total assets | $ 577,861 | $ 606,352 |
| LIABILITIES AND (DEFICIT) EQUITY | ||
| Current liabilities: | ||
| Accounts payable and accrued expenses | $ 106,074 | $ 121,720 |
| Deferred revenue | 116,738 | 185,323 |
| Deferred income taxes | 1,575 | 1,491 |
| Income taxes payable | 4,339 | 2,166 |
| Liabilities held for sale | 134,013 | — |
| Total current liabilities | 362,739 | 310,700 |
| Deferred revenue | 56,729 | 89,999 |
| Deferred income taxes | 51,034 | 56,815 |
| Other long-term liabilities | 114,539 | 135,456 |
| Total liabilities | 585,041 | 592,970 |
| Commitments and contingencies | ||
| (Deficit) equity: | ||
| Common stock, $0.01 par value - authorized, 100,000,000 shares; issued 22,695,729 and 22,591,411 shares, respectively; outstanding, 21,930,512 and 21,830,081 shares, respectively | 227 | 226 |
| Preferred stock, $0.01 par value - authorized, 100,000 shares | — | — |
| Treasury stock, at cost, 765,217 and 761,330 shares, respectively | (17,292) | (17,211) |
| Accumulated deficit | (73,051) | (46,390) |
| Additional paid in capital | 48,990 | 45,935 |
| Accumulated other comprehensive income | 33,946 | 30,822 |
| Total (deficit) equity | (7,180) | 13,382 |
| Total liabilities and (deficit) equity | $ 577,861 | $ 606,352 |
| COMVERSE, INC. AND SUBSIDIARIES | ||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| (In thousands) | ||
| Three Months Ended April 30, | ||
| 2015 | 2014 | |
| Cash flows from operating activities: | ||
| Net loss | $ (26,661) | $ (16,131) |
| Non-cash operating items: | ||
| Depreciation and amortization | 4,927 | 4,739 |
| Provision for doubtful accounts | 86 | 254 |
| Stock-based compensation expense | 3,056 | 2,938 |
| Deferred income taxes | (6,039) | 1,150 |
| Inventory write-downs | 625 | 868 |
| Other non-cash items, net | 325 | 71 |
| Changes in assets and liabilities: | ||
| Accounts receivable | (296) | (17,720) |
| Inventories | (475) | (2,652) |
| Deferred cost of revenue | 2,554 | 5,822 |
| Prepaid expense and other current assets | (8,603) | (11,173) |
| Accounts payable and accrued expense | 13,280 | (9,755) |
| Income taxes | 2,122 | (267) |
| Deferred revenue | 2,757 | 3,404 |
| Tax contingencies | (721) | 2,479 |
| Other assets and liabilities | (4,641) | 374 |
| Net cash used in operating activities | (17,704) | (35,599) |
| Cash flows from investing activities: | ||
| Purchases of property and equipment | (4,999) | (3,309) |
| Net change in restricted cash and bank deposits | (710) | (4,774) |
| Proceeds from asset sales | 97 | 9 |
| Net cash used in investing activities | (5,612) | (8,074) |
| Cash flows from financing activities: | ||
| Payment for repurchase of common stock in connection with tax liabilities upon settlement of stock awards | (81) | (386) |
| Proceeds from exercises of stock options | — | 40 |
| Net cash used in financing activities | (81) | (346) |
| Effects of exchange rates on cash and cash equivalents | 1,372 | (465) |
| Net decrease in cash and cash equivalents | (22,025) | (44,484) |
| Cash and cash equivalents, beginning of period | 158,121 | 254,580 |
| Cash and cash equivalents, end of period | $ 136,096 | $ 210,096 |
| Non-cash investing transactions: | ||
| Accrued but unpaid purchases of property and equipment | $ 1,220 | $ 3,887 |
| Inventory transfers to property and equipment | $ 179 | $ 1,020 |
| COMVERSE, INC. AND SUBSIDIARIES | ||
| CONSOLIDATED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||
|
(UNAUDITED) |
||
| Three Months Ended April 30, | ||
| 2015 | 2014 | |
| (Dollars in thousands) | ||
| Loss from operations | $ (29,613) | $ (21,594) |
| Expense adjustments: | ||
| Stock-based compensation expense | 2,376 | 2,153 |
| Amortization of intangible assets | 86 | — |
| Compliance-related professional fees | 51 | 369 |
| Compliance-related compensation and other expenses | 8 | (70) |
| Strategic related costs | 1,716 | 1,290 |
| Write-off of property and equipment | 26 | 9 |
| Certain litigation settlements and related costs | 42 | (36) |
| Restructuring expenses | 3,408 | 1,872 |
| Gain on sale of fixed assets | (2) | (5) |
| Other | 53 | 295 |
| Total expense adjustments | 7,764 | 5,877 |
| Comverse performance | (21,849) | (15,717) |
| Depreciation | 3,367 | 3,161 |
| Adjusted EBITDA | $ (18,482) | $ (12,556) |
| Adjusted EBITDA loss per share - basic & diluted (1) | $ (0.85) | $ (0.56) |