Cyren Reports Fourth Quarter and Full Year 2017 Financial Results

MCLEAN, Va., Feb. 14, 2018 /PRNewswire/ -- Cyren (NASDAQ: CYRN) today announced its fourth quarter and full year 2017 financial results for the period ending December 31, 2017.

During the fourth quarter Cyren received a $19.6 million private placement, priced at $1.85 per share, from Warburg Pincus, a leading global private equity firm focused on growth investing. This was subsequently followed by a tender offer to purchase additional shares at $2.50 per share, which was completed in December, resulting in Warburg Pincus becoming the majority shareholder in Cyren with approximately 52% of the outstanding shares. "Warburg Pincus identified that Cyren is revolutionizing the cloud security market," said Lior Samuelson, CEO and Chairman of the Board at Cyren. "With Warburg Pincus's financial and operational support, we intend to accelerate our plans to further grow Cyren's Enterprise cloud security business."

"Cyren finished the fourth quarter with solid traction in our Enterprise business, with bookings up 112% compared to the same quarter a year ago," added Samuelson. "Throughout 2017, we added hundreds of new customers onto the Cyren Cloud Security platform, ranging from under 1,000 users to over 100,000 user accounts. This demonstrates that businesses of all size can benefit from the industry's first and only solution to deliver email security, web security, DNS-based security, cloud sandboxing, and cloud access security all from a single unified SaaS platform."

Earlier in the quarter, Cyren released CCS version 4.2, which adds email archiving to its cloud security platform. Cyren's archiving service delivers fast search and eDiscovery, tamper-proof storage, and enables regulatory compliance with email management, protection and retention in the cloud.

Fourth Quarter 2017 Financial Highlights:

    --  Revenues for the fourth quarter of 2017 were $7.5 million, compared to
        $8.1 million for the fourth quarter of 2016.
    --  Revenues for the year ended December 31, 2017 were $30.8 million
        compared to $31.0 million for fiscal year 2016.
    --  GAAP net loss for the fourth quarter of 2017 was $7.5 million, compared
        to a net loss of $2.9 million in the fourth quarter of 2016. The net
        loss for the fourth quarter included a one-time impact of approximately
        $2.9 million due to the accounting treatment of employee stock options
        and convertible notes triggered by a change of control provision when
        Warburg Pincus became the majority shareholder in Cyren.
    --  GAAP net loss for the year ended December 31, 2017 was $16.3 million,
        compared to $6.2 million for 2016.
    --  GAAP loss per basic and diluted share for the fourth quarter of 2017 was
        $0.16, compared to a loss of $0.07 for the fourth quarter of 2016. For
        the full year 2017, GAAP loss per basic and diluted share was $0.40,
        compared to a loss of $0.16 for full year 2016.
    --  Non-GAAP net loss for the fourth quarter of 2017 was $4.3 million,
        compared to a Non-GAAP net loss of $1.9 million for the fourth quarter
        of 2016.
    --  Non-GAAP loss per basic and diluted share was $0.09 for the fourth
        quarter of 2017, compared to a Non-GAAP loss of $0.05 in fourth quarter
        of 2016. Non-GAAP loss per basic and diluted share was $0.30 for full
        year 2017, compared to $0.12 during full year 2016.
    --  Cash balance as of December 31, 2017 was $24.0 million, compared to
        $10.6 million as of December 31, 2016. The cash balance at year end
        includes net proceeds from the Warburg Pincus private placement which
        closed in November. Moving forward, Cyren expects to make additional
        investments in R&D, Sales and Marketing in order to accelerate our
        product roadmap and increase enterprise sales throughout 2018.
    --  The convertible notes, previously on the balance sheet since being
        issued in March 2017, were automatically converted into approximately
        3.5 million shares upon the completion of the Warburg Pincus tender
        offer. At year end, Cyren had approximately 53.4 million shares
        outstanding, and currently has no outstanding debt.

For information regarding the non-GAAP financial measures discussed in this release, please see "Use of Non-GAAP Financial Measures" and "Reconciliation of Selected GAAP Measures to Non-GAAP Measures."

Recent Business Highlights:

    --  At the company's annual shareholder meeting in December, all resolutions
        on the proxy were approved, including the re-election of five continuing
        directors and the formal approval of two new directors. Cyren's board of
        directors is now comprised of nine directors, including Cary Davis and
        Brian Chang, both of whom joined the board from Warburg Pincus.
    --  During the third and fourth quarters, Cyren added a number of new
        distribution and reseller partners for its Enterprise business in the US
        and Europe. Most recently Cyren announced the addition of CARVIR, a
        global cyber security company with over 500 MSP partners, and a leader
        in monitored and managed security for the MSP and IT Services channel.
    --  During the fourth quarter, Cyren renewed and increased several contracts
        for Cyren's Threat Intelligence Services using Cyren's embedded email
        security, web security, and cyber intelligence solutions. For the year,
        Cyren experienced higher than expected turnover in its Threat
        Intelligence business, most notably from a few large clients whose
        contracts were terminated earlier in the year.

Financial Results Conference Call:

The company will host a conference call at 10 a.m. Eastern Time (5 p.m. Israel Time) on Wednesday, February 14, 2018.


    U.S. Dial-in Number:                  1-800-239-9838

    Israel Dial-in Number:                1-80-921-2883

    International Dial-in Number:         1-323-794-2551

The call will be simultaneously webcast live on the investor relations section of Cyren's website at http://ir.cyren.com, or by using the following link: http://public.viavid.com/index.php?id=128245.

For those unable to participate in the live conference call, a replay will be available until February 28, 2018. To access the replay, the U.S. dial in number is 1-844-512-2921 and the non-U.S. dial in number is 1-412-317-6671. Callers will be prompted for replay conference ID number 5306817. An archived version of the webcast will also be available on the investor relations section of the company's website at http://ir.cyren.com/events.

About Cyren:

More than 1.3 billion users around the world rely on Cyren's 100% cloud internet security solutions to protect them against cyber attacks and data loss every day. Powered by the world's largest security cloud, Cyren (NASDAQ and TASE: CYRN) delivers fast time to protection from cyber threats with award-winning security as a service for web, email, sandboxing, and DNS for enterprises, and embedded threat intelligence solutions for security vendors and service providers. Customers like Google, Microsoft and Check Point are just a few of the businesses that depend on Cyren every day to power their security. Learn more at www.cyren.com.

Blog: http://blog.cyren.com
Facebook: www.facebook.com/CyrenWeb
LinkedIn: www.linkedin.com/company/cyren
Twitter: www.twitter.com/CyrenInc

Use of Non-GAAP Financial Measures:

Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude: stock-based compensation expenses, amortization of acquired intangible assets, executive termination costs, deferred taxes and deferred revenues related to acquisitions, one-time gain from sale of investment in affiliate, adjustments to earn-out obligations, capitalization of technology, accretion of discount on convertible note and change in fair value of the embedded conversion feature. The purpose of such adjustments is to give an indication of the company's performance exclusive of non-cash charges and other items that are considered by management to be outside of the company's core operating results. The company's non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with the company's consolidated financial statements prepared in accordance with GAAP.

Company management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate the business and make operating decisions.

These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. The company believes this adjustment is useful to investors as a measure of the ongoing performance of the business. The company believes these non-GAAP financial measures provide consistent and comparable measures to help investors understand the company's current and future operating cash flow performance. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statements of Income. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it important to make these non-GAAP adjustments available to investors.

This press release contains forward-looking statements, including projections about the company's business, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, statements in the future tense, and statements including words such as "expect," "plan," "estimate," "anticipate," or "believe" are forward-looking statements. These statements are based on information available at the time of the press release and the company assumes no obligation to update any of them. The statements in this press release are not guarantees of future performance and actual results could differ materially from current expectations as a result of numerous factors, including business conditions and growth or deterioration in the internet security market, technological developments, products offered by competitors, availability of qualified staff, and technological difficulties and resource constraints encountered in developing new products, as well as those risks described in the company's Annual Reports on Form 20-F and reports on Form 6-K, which are available through www.sec.gov.

Company Contact
Mike Myshrall, CFO
Cyren
+1.703.760.3320
mike.myshrall@cyren.com

Israel Investor Contact
Iris Lubitch
SmarTeam
+972.54.2528007
iris@smartteam.co.il

Media Contact
Matthew Zintel
Zintel Public Relations
+1.281.444.1590
matthew.zintel@zintelpr.com


                                                    CYREN LTD.


                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                             (in  thousands of U.S. dollars, except per share amounts)


                                                        Three months ended                  Twelve months ended

                                                          December 31                      December 31
                                                          -----------                      -----------

                                                             2017                     2016                  2017        2016
                                                             ----                     ----                  ----        ----

                                                       Unaudited               Unaudited            Unaudited    Audited


     Revenues                                              $7,522                   $8,111               $30,799     $30,983


     Cost of revenues                                       3,461                    2,682                12,584      10,042
                                                            -----                    -----                ------      ------


    Gross profit                                            4,061                    5,429                18,215      20,941
                                                            -----                    -----                ------      ------



    Operating expenses:


     Research and
      development, net                                      2,896                    2,203                 9,825       8,656


     Sales and marketing                                    4,156                    3,512                15,551      10,814


     General and
      administrative                                        2,313                    1,782                 7,286       6,645


     Adjustment of earn-
      out obligation                                            -                     893                     -        893
                                                              ---                     ---                   ---        ---


     Total operating
      expenses                                              9,365                    8,390                32,662      27,008


    Operating loss                                        (5,304)                 (2,961)             (14,447)    (6,067)


    Other income
     (expense)                                                  1                      (6)                  452         (1)


    Financial income
     (expense), net                                       (2,117)                      54               (2,380)      (147)
                                                           ------                      ---                ------        ----


    Loss before taxes                                     (7,420)                 (2,913)             (16,375)    (6,215)


    Tax benefit (expense)                                   (106)                       9                    42           2
                                                             ----                      ---                   ---         ---



    Net loss                                             $(7,526)                $(2,904)            $(16,333)   $(6,213)
                                                          =======                  =======              ========     =======



    Loss per share -
     basic                                                $(0.16)                 $(0.07)              $(0.40)    $(0.16)
                                                           ======                   ======                ======      ======


    Loss per share -
     diluted                                              $(0.16)                 $(0.07)              $(0.40)    $(0.16)
                                                           ======                   ======                ======      ======


    Weighted average number of shares outstanding:

    Basic                                                  46,018                   39,167                40,922      39,135
                                                           ======                   ======                ======      ======


    Diluted                                                46,018                   39,167                40,922      39,135
                                                           ======                   ======                ======      ======


                                                           CYREN LTD.


                                 RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES

                                    (in  thousands of U.S.dollars, except per share amounts)


                                                            Three months ended                       Twelve months ended

                                                                December 31                              December 31
                                                                -----------                              -----------

                                                                    2017                        2016                       2017              2016
                                                                    ----                        ----                       ----              ----

                                                             Unaudited                  Unaudited                 Unaudited        Unaudited


    GAAP operating loss                                         $(5,304)                   $(2,961)                 $(14,447)         $(6,067)

    Stock-based
     compensation (1)                                              1,251                         233                      2,060               980

    Amortization of
     intangible assets (2)                                         1,139                         790                      4,431             2,836

    Adjustment to earn-out
     liabilities and related
     expenses (3)                                                      -                        893                          -              893

    Executive terminations
     (5)                                                              -                          -                         -               87

    Adjustment to deferred
     revenues (6)                                                      -                          -                         -               66

    Capitalization of
     technology (8)                                              (1,012)                      (852)                   (3,728)          (3,097)
                                                                  ------                        ----                     ------            ------

    Non-GAAP operating loss                                     $(3,926)                   $(1,897)                 $(11,684)         $(4,302)
                                                                 =======                     =======                   ========           =======


    GAAP net loss                                               $(7,526)                   $(2,904)                 $(16,333)         $(6,213)

    Stock-based
     compensation (1)                                              1,251                         233                      2,060               980

    Amortization of
     intangible assets (2)                                         1,139                         790                      4,431             2,836

    Adjustment to earn-out
     liabilities and related
     expenses (3)                                                     26                         893                        117               893

    Amortization of deferred
     tax assets (4)                                                 (63)                       (62)                     (249)            (278)

    Executive terminations
     (5)                                                              -                          -                         -               87

    Adjustment to deferred
     revenues (6)                                                      -                          -                         -               66

    Gain from sale of
     investment in affiliate
     (7)                                                              -                          -                     (450)                -

    Capitalization of
     technology (8)                                              (1,057)                      (852)                   (3,822)          (3,128)

    Accretion of discount on
     convertible note (9)                                            150                           -                       480                 -

    Change in fair value of
     embedded conversion
     feature on convertible
     note (10)                                                     1,814                           -                     1,349                 -
                                                                   -----                         ---                     -----               ---

    Non-GAAP net loss                                           $(4,266)                   $(1,902)                 $(12,417)         $(4,757)
                                                                 =======                     =======                   ========           =======


    GAAP loss per share
     (diluted)                                                   $(0.16)                    $(0.07)                   $(0.40)          $(0.16)

    Stock-based
     compensation (1)                                               0.03                        0.00                       0.05              0.03

    Amortization of
     intangible assets (2)                                          0.02                        0.02                       0.11              0.07

    Adjustment to earn-out
     liabilities and related
     expenses (3)                                                   0.00                        0.02                       0.00              0.02

    Amortization of deferred
     tax assets (4)                                               (0.00)                     (0.00)                    (0.00)             0.00

    Executive terminations
     (5)                                                           0.00                        0.00                       0.00              0.00

    Adjustment to deferred
     revenues (6)                                                   0.00                        0.00                       0.00              0.00

    Gain from sale of
     investment in affiliate
     (7)                                                           0.00                        0.00                     (0.01)             0.00

    Capitalization of
     technology (8)                                               (0.02)                     (0.02)                    (0.09)           (0.08)

    Accretion of discount on
     convertible note (9)                                           0.00                        0.00                       0.01              0.00

    Change in fair value of
     embedded conversion
     feature on convertible
     note (10)                                                      0.04                        0.00                       0.03              0.00
                                                                    ----                        ----                       ----              ----

    Non-GAAP loss per share
     (diluted)                                                   $(0.09)                    $(0.05)                   $(0.30)          $(0.12)
                                                                  ======                      ======                     ======            ======


    Numbers of shares used
     in computing non-GAAP
     loss per share
     (diluted)                                                    46,018                      39,167                     40,922            39,125
                                                                  ======                      ======                     ======            ======


    (1) Stock-based compensation
    ----------------------------

    Cost of revenues                                                $131                         $22                       $207               $73

    Research and development                                         277                          71                        505               314

    Sales and marketing                                              373                          45                        553               198

    General and
     administrative                                                  470                          95                        795               395
                                                                     ---                         ---                        ---               ---

                                                                  $1,251                        $233                     $2,060              $980
                                                                  ======                        ====                     ======              ====


    (2) Amortization of intangible assets
    -------------------------------------

    Cost of revenues                                                $971                        $610                     $3,756            $2,090

    Sales and marketing                                              168                         180                        675               746
                                                                     ---                         ---                        ---               ---

                                                                  $1,139                        $790                     $4,431            $2,836
                                                                  ======                        ====                     ======            ======


    (3) Adjustment to earn-out liabilities and related
     expenses
    --------------------------------------------------

    General and
     administrative                                       $            -                       $893             $            -             $893

    Financial expenses, net                                           26                           -                       117                 -
                                                                     ---                         ---                       ---               ---

                                                                     $26                        $893                       $117              $893
                                                                     ===                        ====                       ====              ====


    (4) Amortization of deferred tax assets
    ---------------------------------------

    Tax benefit (expense)                                          $(63)                      $(62)                    $(249)           $(278)
                                                                    ====                        ====                      =====             =====


    (5) Executive terminations
    --------------------------

    Sales and marketing                                   $            -             $            -            $            -              $87
                                                          ==============             ==============            ==============              ===


    (6) Adjustment to deferred revenues
    -----------------------------------

    Revenues                                              $            -             $            -            $            -              $66
                                                          ==============             ==============            ==============              ===


    (7) Gain from sale of investment in affiliate
    ---------------------------------------

    Other Income                                          $            -             $            -                    $(450)   $            -
                                                          ==============             ==============                     =====    ==============


    (8) Capitalization of technology
    --------------------------------

    Research and development                                    $(1,012)                     $(852)                  $(3,728)         $(3,097)

    Financial expenses, net                                         (45)                          -                      (94)             (31)
                                                                     ---                         ---                       ---               ---

                                                                $(1,057)                     $(852)                  $(3,822)         $(3,128)
                                                                 =======                       =====                    =======           =======


    (9) Accretion of discount on convertible note
    ---------------------------------------

    Financial expenses, net                                         $150              $            -                      $480    $            -
                                                                    ====              ==============                      ====    ==============


    (10) Change in fair value of embedded conversion
     feature on convertible note
    ------------------------------------------------

    Financial expenses, net                                       $1,814              $            -                    $1,349    $            -
                                                                  ======              ==============                    ======    ==============


                                                     CYREN LTD.


                                       CONDENSED CONSOLIDATED BALANCE SHEETS

                                           (in thousands of U.S. dollars)


                                                      December 31            December 31
                                                      -----------            -----------

                                                                     2017                   2016
                                                                     ----                   ----

                                                       Unaudited               Audited


    Assets

        Current Assets:

    Cash and cash
     equivalents                                                  $23,981                $10,621

    Trade
     receivables,
     net                                                            2,890                  3,061

    Prepaid
     expenses and
     other
     receivables                                                    1,339                    918
                                                                    -----                    ---

                 Total current
                     assets                                        28,210                 14,600
                                                                   ------                 ------


    Property and
     equipment,
     net                                                            2,787                  2,081

    Goodwill and
     intangible
     assets, net                                                   31,461                 29,867

    Severance pay
     fund                                                             714                    604

    Lease deposits                                                    379                    380

                  Total long-
                  term assets                                      35,341                 32,932
                                                                   ------                 ------

                 Total assets                                     $63,551                $47,532
                                                                  =======                =======



    Liabilities and Shareholders' Equity

        Current Liabilities:

    Trade payables                                                 $1,017                   $764

    Employees and
     payroll
     accruals                                                       3,239                  2,528

    Accrued
     expenses and
     other
     liabilities                                                    1,012                    755

    Earn-out
     consideration                                                  3,588                  3,041

    Deferred
     revenues                                                       5,032                  4,609


                 Total current
                  liabilities                                      13,888                 11,697
                                                                   ------                 ------


    Deferred
     revenues                                                         524                  1,788

    Deferred tax
     liability                                                      1,355                  1,374

    Accrued
     severance pay                                                    930                    816

    Other
     liabilities                                                      438                    119

                 Total long-
                     term
                  liabilities                                       3,247                  4,097
                                                                    -----                  -----


    Shareholders'
     equity                                                        46,416                 31,738
                                                                   ------                 ------

                    Total
                  liabilities
                      and
                 shareholders'
                    equity                                        $63,551                $47,532
                                                                  =======                =======


                                                    CYREN LTD.


                                       CONDENSED CONSOLIDATED CASH FLOW DATA

                                          (in thousands of U.S. dollars)


                                                       Three months ended                 Twelve months ended

                                                         December 31                     December 31
                                                         -----------                     -----------

                                                            2017                    2016                  2017        2016
                                                            ----                    ----                  ----        ----

    Cash flows from
     operating
     activities:                                      Unaudited              Unaudited            Unaudited    Audited


    Net loss                                            $(7,526)               $(2,904)            $(16,333)   $(6,213)


    Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
    ---------------------------------------------

    Loss on disposal of
     property and
     equipment                                                 1                       8                     2          11

    Depreciation                                             437                     291                 1,303       1,246

    Stock-based
     compensation                                          1,251                     233                 2,060         980

    Amortization of
     intangible assets                                     1,139                     790                 4,431       2,836

    Accrued interest and
     accretion of
     discount on credit
     line                                                      -                      -                    -       (19)

    Accretion of
     discount on
     convertible note                                        150                       -                  480           -

    Change in fair value
     of embedded
     conversion feature
     on convertible note                                   1,814                       -                1,349           -

    Other income related
     to investment in
     affiliate                                                 -                      -                (450)          -

    Other expenses
     related to the
     earn-out
     consideration                                            26                     774                   117         774

    Deferred taxes                                          (29)                   (35)                (175)      (212)


    Changes in assets and liabilities:
    ----------------------------------

    Trade receivables                                      (291)                    642                    77         759

    Prepaid expenses and
     other receivables                                       284                    (37)                (362)       (82)

    Change in long-term
     lease deposits                                          118                      77                     6       (184)

    Trade payables                                          (45)                    111                    36         124

    Employees and
     payroll accruals,
     accrued expenses
     and other
     liabilities                                             578                     282                 1,035          16

    Deferred revenues                                    (1,085)                (1,039)                (841)      2,305

    Accrued severance
     pay, net                                               (62)                     33                     4          88

    Other long-term
     liabilities                                             302                     (8)                  302        (11)

    Net cash provided by
     (used in) operating
     activities                                          (2,938)                  (782)              (6,959)      2,418


    Cash flows from investing activities:


    Proceeds from sale
     of investment in
     affiliate                                                 -                      -                  450           -

    Capitalization of
     technology, net of
     grants received                                     (1,057)                  (852)              (3,822)    (3,128)

    Purchase of property
     and equipment                                         (953)                  (137)              (1,771)      (985)

    Net cash used in
     investing
     activities                                          (2,010)                  (989)              (5,143)    (4,113)


    Cash flows from financing activities:


    Proceeds from
     convertible note                                          -                      -                6,300           -

    Proceeds from
     private capital
     raise                                                18,971                       -               18,971           -

    Payment of credit
     line                                                      -                      -                    -    (4,150)

    Proceeds from
     options exercised                                        18                      13                    93          84
                                                             ---                                          ---

    Net cash provided by
     (used in) financing
     activities                                           18,989                      13                25,364     (4,066)

    Effect of exchange
     rate changes on
     cash                                                     21                    (59)                   98           3

    Increase (decrease)
     in cash and cash
     equivalents                                          14,062                 (1,817)               13,360     (5,758)

    Cash and cash
     equivalents at the
     beginning of the
     period                                                9,919                  12,438                10,621      16,379
                                                           -----                  ------                ------      ------

    Cash and cash
     equivalents at the
     end of the period                                   $23,981                 $10,621               $23,981     $10,621
                                                         =======                 =======               =======     =======

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