EX-99 2 dex99.htm PRESS RELEASE Press Release

Exhibit 99

 

LOGO

 

FOR IMMEDIATE RELEASE

 

Contact:   Ray Lawless
    Chief Financial Officer
    (813) 273-3000

 

Syniverse Announces Third Quarter 2004 Results

 

Tampa, Fla. – Nov. 3, 2004 – Syniverse Technologies (www.syniverse.com), a leading provider of mission-critical technology services, reported total revenues of $82.5 million for the third quarter ending September 30, 2004, and revenue excluding off-network database queries, or pass-thru revenue, of $77.4 million for the same time period. Net loss for the quarter was $1.0 million, driven primarily by impairment losses on intangible assets related to the write-off of capitalized software associated with the Syniverse call processing platform and the planned discontinuation of carrier access billing services. Adjusting for the impairment losses on intangible assets, net income would have been $8.0 million. Adjusted EBITDA was $33.9 million for the third quarter. Additional information reconciling Syniverse’s adjusted EBITDA to net income (loss) is set forth below.

 

“I am pleased with the results we achieved in the third quarter,” said Syniverse Chief Executive Officer Ed Evans. “We successfully completed the acquisition of EDS Interoperator Services (IOS) North America, which adds approximately 25 new clearing and settlement customers and the opportunity to increase the scope and scale of our service offerings to wireless voice and data providers. With our Wi-Fi, messaging and international roaming, we are expanding our reach into additional markets with new service offerings.”

 

“Our success in the third quarter reflects strong growth in several of our core services as well as increased activity in our targeted growth areas,” commented Chief Financial Officer Ray Lawless, Syniverse. “During the third quarter, we finalized the acquisition of IOS North America, which was funded by additional borrowings of $44.5 million under our current credit facility and cash on hand. In addition to allowing for the incremental borrowings, we amended various terms and conditions under the credit facility, including reducing the applicable margin by 50 basis points.”

 

Third Quarter 2004 Results

 

Revenue

 

Total revenue was $82.5 million, a 2.9% decrease from the second quarter’s total revenue of $84.9 million. Year-over-year, total revenue increased 18.8%.

 

Total revenue excluding off-network database queries or pass-thru revenue increased to $77.4 million from $76.9 million in the second quarter 2004, a .6% increase. Year-over-year, total revenue excluding pass-thru increased 26.6%.

 

Network Services

 

Network services revenue was $33.1 million, a 5.1% decrease from the second quarter. This was driven primarily by approximately $2.4 million in non-recurring revenue that occurred in the second quarter 2004, offset by increases in GSM network transport services and growth in database services. Year-over-year, network services revenue increased by 23.0%.

 

Number Portability Services

 

Number portability revenue remained flat as compared to the second quarter 2004 at $11.6 million. Year-to-date, number portability services has generated $34.5 million, compared to 2003’s year-to-date total of $1.2 million.

 

Syniverse Technologies   • One Tampa City Center, Suite 700, Tampa, FL 33602   • Tel +1 888.724.3579   • Outside North America +1 813.209.5944

 

www.syniverse.com

 

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Syniverse Third Quarter Results/page 2

 

Technology Interoperability Services

 

Technology interoperability revenue totaled $20.9 million, a 14.3%, or $2.6 million increase over the second quarter 2004. Compared to the third quarter 2003, technology interoperability revenue increased by 12.3%, due to increases in clearing and settlement volumes.

 

Call Processing Services

 

Call processing services revenues remained relatively flat at $8.3 million, as compared to $8.2 million in the second quarter 2004. Year-over-year, call processing revenues have declined 26.8%, or $3.0 million. This reflects the continuing migration by carriers moving off our call processor to implement direct SS7 connections.

 

Enterprise Solutions (Formerly Named Other Outsourcing Services)

 

Enterprise Solutions revenue remained relatively flat for the quarter and year-over-year at $3.5 million.

 

Off-Network Database Queries (Pass-Thru)

 

Pass-thru revenue for the third quarter was $5.1 million. This revenue was formerly reported in the network services category. Pass-thru revenue is generated from services provided at direct cost with little or no margin.

 

Business Highlights

 

  Acquired IOS North America for $53.7 million, including estimated purchase price adjustments, providing the opportunity to increase the scope and scale of clearinghouse business.

 

  Secured a contract with SFR of France, a major European wireless operator, for GSM clearinghouse services.

 

  Secured a contract to provide Mobile Data Roaming Services, including Wi-Fi roaming, for T-Mobile.

 

  Formed a roaming agreement with European-based Picopoint to expand Wi-Fi roaming footprint.

 

  Launched Alert Notification Services; entered into a trial agreement with a major manufacturer and deployed service in support of the 2004 Ironman Triathlon World Championship in Kailua-Kona, Hawaii.

 

  Secured contracts in Asia Pacific for SCCP gateway services with KT Powertel, Hutchison Hong Kong and Hutchison CSL.

 

  Launched UniRoam interstandard roaming services for one of the top U.S. wireless carriers and secured a UniRoam contract with KDDI of Japan.

 

Non-GAAP Measures

 

Syniverse’s adjusted EBITDA is determined by adding net interest expense, income taxes, depreciation, amortization, impairment losses on intangible assets, restructuring charges and Brience’s pre-acquisition EBITDA loss (gain) from net income (loss). A reconciliation of adjusted EBITDA to net income (loss) is presented in the financial tables contained herein.

 

We present adjusted EBITDA because we believe that adjusted EBITDA provides useful information regarding our operating results. We rely on adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation and bonus plans. We also review adjusted EBITDA to compare our current operating results with corresponding periods and with the operating results of other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. In addition, we also utilize adjusted EBITDA as an assessment of our overall liquidity and our ability to meet our debt service obligations. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flows statement data prepared in accordance with accounting principles generally accepted in the United States. Because of these limitations, adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only supplementally.

 

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Syniverse Third Quarter Results/page 3

 

Third Quarter Earnings Call

 

Syniverse Technologies (www.syniverse.com) will host a conference call on Thursday, November 4, 2004, at 9:00 a.m. (ET) to review third quarter results. To participate on this call, please dial 1 (800) 946-0783 (for U.S. callers) or +1 (719) 457-2658 (international direct dial). The pass code for this call is 812379.

 

A replay of this call will be available beginning Thursday, November 4, 2004 at 1:00 p.m. (ET) through Wednesday, November 10, 2004, 5:00 p.m. (ET). To access the replay, please dial 1 (888) 203-1112 (for U.S. callers), or +1 (719) 457-0820 (international direct dial). The replay pass code is 812379.

 

# # #

 

About Syniverse

 

We are a leading provider of mission-critical technology services to wireless telecommunications companies worldwide. Syniverse solutions simplify technology complexities by integrating disparate carriers’ systems and networks in order to provide seamless global voice and data communications to wireless subscribers. Carriers depend on Syniverse’s integrated suite of services to solve their most complex technology-driven operational challenges and to facilitate the rapid deployment of next generation wireless services. Syniverse provides services to over 300 telecommunication carriers in 30 countries, including all of the top ten U.S. carriers and seven of the top ten international carriers. For more information, visit www.syniverse.com.

 

CUSIP: 87287VAB8 Bloomberg Ticker: SYNVER (Bond)

 

Cautions about Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company’s plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.


Syniverse Holdings, LLC

Condensed Consolidated Statements of Operations (unaudited)

(Dollars in thousands)

 

    

Three Months
Ended

Sep 30, 2003


   

Three Months

Ended

Sep 30, 2004


   

Nine Months
Ended

Sep 30, 2003


   

Nine Months
Ended

Sep 30, 2004


 

Revenues excluding

                                

Off Network Database Queries

   $ 61,087     $ 77,351     $ 176,698     $ 223,485  

Off Network Database Queries

     8,361       5,129       24,538       20,606  
    


 


 


 


Total Revenues

     69,448       82,480       201,236       244,091  

Cost of operations

     27,108       33,557       80,388       104,983  
    


 


 


 


Gross Margin

     42,340       48,923       120,848       139,108  

Gross Margin %

     61.0 %     59.3 %     60.1 %     57.0 %

Gross Margin % before Off Network Database Queries

     69.3 %     63.2 %     68.4 %     62.2 %

Sales and marketing

     4,007       4,615       13,659       15,059  

General and administrative

     9,663       10,372       29,238       27,888  

Depreciation and amortization

     9,298       10,142       27,567       30,323  

Restructuring

     607       —         2,448       289  

Impairment losses on intangible assets

     —         8,982       —         8,982  
    


 


 


 


Operating income

     18,765       14,812       47,936       56,567  

Other expense, net

                                

Interest expense, net

     (13,276 )     (13,512 )     (43,979 )     (39,238 )

Other, net

     (1 )     (6 )     (1 )     (12 )
    


 


 


 


       (13,277 )     (13,518 )     (43,980 )     (39,250 )
    


 


 


 


Income loss before provision for income taxes

     5,488       1,294       3,956       17,317  

Provision for income taxes

     2,374       2,316       2,734       6,508  
    


 


 


 


Net income (loss)

     3,114       (1,022 )     1,222       10,809  

Preferred unit dividends

     (7,230 )     (7,983 )     (21,168 )     (23,369 )
    


 


 


 


Net loss attributable to common stockholder/unitholders

   $ (4,116 )   $ (9,005 )   $ (19,946 )   $ (12,560 )
    


 


 


 


Reconciliation to adjusted EBITDA

                                

Net income (loss)

   $ 3,114     $ (1,022 )   $ 1,222     $ 10,809  

Interest expense, net

     13,276       13,512       43,979       39,238  

Provision for income taxes

     2,374       2,316       2,734       6,508  

Depreciation and amortization

     9,298       10,142       27,567       30,323  

Restructuring

     607       —         2,448       289  

Impairment losses on intangible assets

     —         8,982       —         8,982  

Pre-acquisition Brience EBITDA loss

     529       —         1,815       —    
    


 


 


 


Adjusted EBITDA

   $ 29,198     $ 33,930     $ 79,765     $ 96,149  
    


 


 


 


 

    

As of

Sep 30, 2004


Cash

   $ 13,026

Senior debt (net of discount)

   $ 235,591

Total debt (net of discount)

   $ 477,213

Senior debt (outstanding face value)

   $ 240,675

Total debt (outstanding face value)

   $ 485,675