Lawrence R. Irving - Chief Financial Officer, Executive Vice President and Treasurer Stephen G. Waldis - Founder, Executive Chairman, Chief Executive Officer, Member of Key Employee Stock Options Committee and Member of Business Development Committee

Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division Julio C. Quinteros - Goldman Sachs Group Inc., Research Division Thomas Ernst - Deutsche Bank AG, Research Division Shyam Patil - Raymond James & Associates, Inc., Research Division Lauren Choi Scott P. Sutherland - Wedbush Securities Inc., Research Division Daniel H. Ives - FBR Capital Markets & Co., Research Division William V. Power - Robert W. Baird & Co. Incorporated, Research Division Gregory Burns - Sidoti & Company, LLC Gray Powell - Wells Fargo Securities, LLC, Research Division

Good day, ladies and gentlemen, and welcome to the Second Quarter 2012 Synchronoss Technologies Earnings Conference Call. My name is Derrick, and I will be your operator for today. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes. I would now like to turn it over to Synchronoss's Chief Financial Officer, Mr. Larry Irving. Please proceed. Lawrence R. Irving: Thank you. Good afternoon, and welcome to the Synchronoss second quarter 2012 earnings call. We will be discussing the results announced in the press release issued after the market closed today. Again, I am Larry Irving, Chief Financial Officer of Synchronoss. With me on the call is Steve Waldis, Founder and CEO. During the call, we will make statements related to our business that may be considered forward-looking statements under federal securities laws. These statements reflect our views only as of today and should not be reflected upon as representing our views as of any subsequent date. These statements reflect our current views regarding the future and are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. For a discussion of the material risk and other important factors that could affect our actual results, please refer to those listed in our SEC filings, including our most recently filed annual report on Form 10-K and quarterly report on Form 10-Q. With that, I will turn the call over to Steve, and I'll come back a bit later to provide some further details regarding our financials and our forward-looking outlook. Steve? Stephen G. Waldis: Thank you, Larry. Good afternoon, and thanks for joining us on our call today to review our second quarter financial results, which were in the upper half or above the high-end of our guidance. Our non-GAAP revenues were $67.2 million above the midpoint of our guidance and representing 22% growth on a year-over-year basis. From a profitability perspective, our non-GAAP operating margin of approximately 26% led to a non-GAAP EPS of $0.29, which is above the high-end of our guidance. Now in addition to today's strong financial results, there are 5 key themes that I want to focus my remarks on today. The first is that there are multiple industry trends that are making it clear that consumers will increasingly look to carriers for cloud-based content management solutions that can and will coexist with those of major device and operating system vendors, and Synchronoss is becoming entrenched as a key enabler of those carrier cloud strategies. Second, another major expansion of our Verizon relationship this quarter further validates our belief that carriers will be making, and are making, significant investments to their cloud strategies. Third, we've spent a considerable amount of time with investors this past quarter addressing the status of our AT&T business. And I'm pleased to share that the combination of our progress on existing initiatives are very early advancement into cloud-based services at AT&T, and ongoing dialogue relative to future projects all speak to the strength of our AT&T relationship and long-term growth potential. Fourth, I'm pleased to announce a major win at Telefonica, where we are beginning our deployment of cloud-based content management solutions in their home market of Spain. And finally, our work and efforts with Vodafone in Germany has led to expanding our activation platform to support additional business units and markets at Vodafone. Now in recent years, we've invested heavily to deliver the industry's first cloud-based platform, to deliver these content-managed services for carriers and to stake out a leadership position on a global scale in front of the growing demand in powerful industry drivers such as mobile, social and cloud. Evidence that our strategy is working has never been more clear than our announcements today. As we look to the future, we expect it to continue to be strong adoption and proliferation of vertical cloud offerings from the device providers themselves and those operating system vendors where their subscribers can perform and access services over the air such as: synchronization, backup and restore, uploading and downloading of videos, pictures and other user-generated content. But the key thing to keep in mind is that all these services are confined within a homogeneous and operating environment and are tightly tied to each OEM's operating system. However, consumers will look for choices in a strong need for an independent cloud service that is interoperable across OS platforms, whether it be iOS, Android, Symbian, RIM, J2ME; and devices such as smartphones and tablets; and emerging connected devices such as smart TVs, cameras and home automation systems. Now the iCloud has been tremendous for the overall industry in raising awareness and comfort levels associated with the consumer use of the cloud. And the iPhone and iPad are widely successful product offerings that we benefit to from as well. However, Android currently has the #1 market share in mobile and Windows 8 may become yet another viable competitor. And at the pace of innovation and proliferation of mobile devices, it is not going to slow any time soon. The bottom line is that we're in a heterogeneous world, and the carriers will have a strong play to provide a broad range of cloud services that are connected across the device providers and OS platforms that run on their networks. Now we believe this will become even more significant as carriers are announcing their plans to move toward shared data plans to get more devices activated and used on the network. With shared data plans, it's going to be easier for subscribers to have 2, 3, 4 or more devices all operating against the same usage plan and subscribers who want to be able to seamlessly share, sync and backup information that is most valuable to them. And while it's true SIM cards are being put in a broad range of connected devices today, only a limited number are actually being turned on to the carrier network. For example, less than 15% of tablets actually activate on a carrier's network. Now this is one of the driving forces behind shared data plans, which is to get more devices on the network to drive greater usage, upsell and monetization opportunities. And we believe our cloud platform and its ability to manage mobile content will be very key to the device adoption and additional devices on carriers network. We're seeing clear evidence that our mobile strategy is gaining traction in the marketplace with the best example being Verizon Wireless. As you know, last quarter, we announced an initial agreement with Verizon Wireless to enable their mobile cloud strategy. The initial agreement focused on the expansion of our cloud-based Network Address Book across tens of millions of subscribers over the next several years. We indicated at the time that we were also talking to Verizon about additional ways to further expand our cloud strategy with them. Now I'm pleased to announce that we have a new, more comprehensive agreement with Verizon that expands and consolidates their mobile cloud strategy. In addition to our Network Address Book, we will be adding all the other data classes to our cloud-based management content offering including: social, video, photos, messaging and all other forms of content management. As part of this expanded deployment, we'll be consolidating all data classes managed by both internal and third-party providers to the Synchronoss cloud to perform a single and integrated customer experience. Now the expansion of our relationship has 2 material impacts on our deployments. First, we have jointly agreed to deploy many cloud-based content management features at a much faster pace than originally expected, specifically in the first quarter of 2013 as compared to throughout 2013 and into 2014. Secondly, the subset content management features and transactions that were previously scheduled for the second half of 2012 will now be consolidated into the first quarter 2013 release. This will allow our team to focus on building out the massive and complex infrastructure required to handle the expected adoption rates across a wider range of cloud services starting in 2013. And as we discussed on the previous call, we are making significant capital expenditures to support this scale in Verizon for 2013. To give you a more clear perspective, once we deploy this expanded release, Verizon's annualized run rate will scale between $45 million and $50 million immediately after we've moved into full production and then currently plan to be deployed at the end of Q1 2013. We believe it's very reasonable to expect that the annual revenue run rate to scale to $70 million in the following 12 months as more subscribers across the cloud-based content management services are on board and being empowered by Synchronoss. Now in terms of pricing, we monetize our offerings with Verizon in 3 ways: we get a fee for every subscriber we manage in the cloud; the number of devices that a subscriber chooses to keep in sync with the cloud; and the amount of storage each subscriber requires in managing their mobile data content. Our run rates are based upon successful deployment in Q1 of our full platform and anticipated volumes of growth as we roll out all Verizon devices in Q1 going forward. Now there's a short-term downside associated with our new deployment plans. The consolidation of features planned for the second half of 2012 into the first quarter 2013, such as cloud-based photo services, social and some incremental transactions, will lead to less Verizon revenue in the second half of 2012, offset by greater revenue in 2013 and much more significant revenue in 2014 and beyond. This is a strategic trade-off that will benefit Verizon, and we believe it's absolutely in Synchronoss and our shareholders best interest. Now let me turn to our AT&T business. We have a long history of driving innovation in the area of activation starting by transforming their online experience; then a first-of-a-kind activation process launched with the initial iPhone; and now in the early stages of moving towards content management services to the cloud. Now we are just at the beginning to invest in this compelling opportunity for helping AT&T deliver a broad range of cloud services across their subscriber base and given the early stage of this opportunity, we will share more information at a later date, but we are targeting to begin the launch process at the very end of 2012 or early Q1 2013. It's also worth noting that we made good progress with our new customer care channel that we discussed last quarter. We continue to work with AT&T on ways to help improve automation, ahead of deploying our speech recognition technology acquired through our SpeechCycle acquisition, which is currently planned for later this year. In addition, the volumes were slightly ahead of our revised expectations as we were able to take on and automate certain transactions that we did not believe we would meet the automation thresholds. Now there's no change to our view that volumes from the new customer care channel will be lower than we anticipated when we announced this channel at a high level a year ago. However, it does appear to be outpacing our revised expectations set last quarter as we continue to expect the customer care channel to grow over time as we deploy our advanced speech recognition technology and those transactions ramp. Now I'd like to finish my remarks with some important updates on our global expansion. As I mentioned earlier, we've expanded the scope of our relationship with Vodafone. The expanded engagement contemplates deploying our activation services into additional countries. Now this is a significant opportunity for us that leverages the hard work we've done in Germany over the past 2 years. We believe this opportunity, including Germany, has the potential to contribute additional revenue during 2013, and the potential to scale over the next 3 to 5 years as we prove out our success and we add additional countries. And lastly, we're excited to announce our new customer win at Telefónica, who will be deploying our cloud-based content management services in its home country of Spain starting in the fourth quarter 2012. This is an exciting win for us as it's our first opportunity into a carrier with more than 200 million worldwide subscribers, of which Spain only represents approximately 10%. This initial employment will involve content management of both contacts and photos, but expected to expand additional data classes over the course of 2013 and beyond. Now in summary, the second quarter was an important step in the exciting evolution of Synchronoss. We now have large and scale-expanding opportunities in both Verizon and AT&T. We are taking significant steps forward in building out our first major carrier relationships in Europe with Vodafone, and we now have 3 major European carriers that are early stage of adopting our cloud-based platform and content management capabilities. We are excited about the long-term opportunity in front of us and our strategy continues to be validated and is gaining momentum. So with that, let me turn it over to Larry. Lawrence R. Irving: Thanks, Steve. I would like to focus my comments in 2 primary areas. First, I will review our second quarter of 2012 financial results. Second, I will review our updated guidance for the full year of 2012, which takes into consideration the timing of the more aggressive rollout of our mobile cloud offering at Verizon, which is targeted for early 2013. From an overall perspective, we believe we have strengthened Synchronoss's ability to deliver solid revenue and profitability growth in the years ahead based on the significant level of new business activity we have announced this afternoon. With that overview, let me provide additional details on the second quarter financial performance. Starting with the income statement, GAAP revenues were $67 million for the second quarter. Non-GAAP revenues, after adding back $170,000 of deferred revenue write-downs from certain acquisitions, were $67.2 million, in the upper half of our guidance and up 21% on a year-over-year basis. Revenue from our customer relationships outside of AT&T contributed approximately $37.3 million during the second quarter, representing 56% of our total non-GAAP revenue and year-over-year growth of 34%. The most significant contributor to our non-AT&T revenues was Verizon Wireless, which again represented more than 10% of our revenues for the quarter. Our AT&T-related revenue was approximately $29.9 million in the second quarter, representing approximately 44% of our total non-GAAP revenue and growth of 8% on a year-over-year basis. As expected, our AT&T revenue declined on a sequential basis due to the lower revenues associated with the new customer care channel that we discussed last quarter. Excluding this channel, the revenue run rate associated with our AT&T revenue increased slightly from the first quarter. As we look ahead, we expect our AT&T revenue run rate to increase over the second half of 2012. Further, on the revenue mix, 64% of our second quarter non-GAAP revenue came from recurring sources, namely transaction processing and subscription arrangements, while professional services and licenses made up the other 36%. As we discussed on the last quarter's call, we expected our services revenue mix to be higher in the first half of 2012, moving back lower in the second half of the year due to the migration from our old Verizon agreement to a new agreement in the first quarter of 2012. We continue to expect that transaction subscription revenue will increase as a percentage of our total revenue beginning in the third quarter. Turning to cost and expenses, we'll review our numbers both on a GAAP and non-GAAP basis. There is a full reconciliation table between the 2 in the earnings release, which can be located under the Investor Relations section of our website. Non-GAAP gross profit in the quarter was $41.4 million or a gross margin of 61.7%. This represents over 600 basis points of gross margin expansion on a year-over-year basis, and approximately 400 basis points on a sequential basis. The primary driver of our improving gross margin relates to carriers adopting and scaling our cloud-based services. Non-GAAP SG&A was $8.6 million or 13% of our non-GAAP revenues, unchanged from the year-ago quarter, and up from 11% last quarter. R&D was $11.2 million or 17% of our non-GAAP revenues compared to 16% in the year-ago quarter and 17% last quarter. We continue to expect R&D expenses to be somewhat higher than our historical average as we're executing against a broad roadmap of new solutions with our strategic customers, and working on integrating social media and advanced speech recognition capabilities into our broader platforms. Non-GAAP income from operations was $17.4 million in the second quarter, representing growth of 49% on a year-over-year basis and an operating margin of 26%, which is up from 21% operating margin in the year-ago quarter. Our non-GAAP tax rate for the quarter was 37%, which led to a non-GAAP EPS of $0.29, up 38% on a year-over-year basis and above the high-end of our guidance. On a GAAP basis, second quarter gross profit was $40.4 million, income from operations was $15.4 million and fully diluted earnings per share was $0.31. Looking at our cash, total cash, cash equivalents and marketable securities was $123 million, down $30 million -- $34 million from the end of last quarter. We generated $14.6 million in non-GAAP cash from operations, which was up from $10.4 million in the year-ago period. Non-GAAP cash from operations excludes the payments of 4 additional purchase price for acquisition earnouts and the excess tax benefit of exercising of stock options. In the quarter, we used approximately $26.5 million for the acquisition of SpeechCycle. Capital expenditures were $17 million, up from $4.1 million in the year-ago period. As we indicated previously, we expect capital expenditures to be above our historical average as we further build out our infrastructure to support our new cloud initiative and the significant expansion in our Verizon relationship expected over the next several years. For the full year 2012, we continue to expect our capital expenditures to come in the mid-teen percentage of revenues. As we have shared in the past, increases in capital expenses over and above normal expectations typically highlights our expectation of growing transaction types and volumes. Other things being equal, in 2013, we expect capital expenditures to return to our 10% of revenue range that we have experienced in the past. With that, let me turn to the guidance, which takes into consideration our second quarter results, combined with our updated view of the second half of the year. We are adjusting our full year total non-GAAP revenue guidance to a range of $270 million to $277 million, representing growth of 17% to 20% on a year-over-year basis. The reduction in our revenue guidance is primarily a function of the new expanded agreement with Verizon that Steve discussed earlier. Our previous guidance contemplated that certain capabilities would be rolled out more incrementally in the second half of 2012 through the end of 2013. However, as part of our expanded agreement at Verizon, many of these capabilities will be deployed in early 2013. We believe that Verizon choosing to standardize its cloud services on Synchronoss and accelerating its launch timetable is a positive outcome for us and more than outweighs the short-term impact on our second half 2012 revenue. As Steve noted, we now anticipate that we will be on an annual run rate of $45 million to $50 million with Verizon once we go into production with this cloud deployment, and to be well-positioned to further scale this to $70 million or greater, within a year of moving into production. In addition, our current relationship is not capped at these levels and provides for upside potential based on subscriber usage levels. Moreover, we will continue to pursue additional work together with Verizon on separate initiatives. With respect to AT&T, we continue to target 5% to 10% growth for the year and believe we are tracking well against this range. The new cloud-based program we announced today, as well as other initiatives we are pursuing provide us with confidence that we can continue to deliver solid growth in AT&T from a long-term perspective. From a profitability perspective, we continue to target our non-GAAP gross margins to be in the high-end of our previous guidance of 60% to 61% range for 2012. We now expect our non-GAAP operating margins in the range of 24% to 25% for the full year of 2012, up from our previous guidance of 23% to 24%. Our updated view on the bottom line is $1.06 to $1.10, consistent with our prior guidance of $1.07 to $1.11 with the exception of the fact that we have a slight increase in our estimated full year tax rate, which is 37%. This assumes a diluted share count of approximately 39.9 million shares. I will reiterate that our tax rate has been negatively impacted in 2012 by the inability of utilizing R&D tax credits as the legislation has not been improved for 2012 yet. R&D tax credits have historically been a material benefit for Synchronoss and if signed this year, as it has in the past years, will result in a lower tax rate for the year. Turning to the third quarter of 2012. We are currently targeting non-GAAP revenues in the range of $68 million to $70 million, which represents annual growth of approximately 15% to 18%. From a profitability perspective, we are targeting non-GAAP gross margins in the 60% to 61% range. We expect to generate non-GAAP operating margins of approximately 25%, with non-GAAP EPS of approximately $0.26 to $0.28, assuming a tax rate of approximately 37% and a diluted share count of approximately 39.6 million shares. In summary, Synchronoss delivered solid second quarter results. Looking ahead, we believe the validation of our cloud services strategy, through our expanded engagement with Verizon, and our initial deployments with AT&T and Telefónica, are significant long-term positives for the company. We are building a more diversified business with multiple levels for growth and believe we are in great position to scale this company. With that, let me turn it back to the operator, and we'll begin our Q&A.

[Operator Instructions] And our first question is coming from the line of Tom Roderick from Stifel, Nicolaus. Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: So let me start with the Verizon relationship here, because it seems as though you're giving up a good chunk of revenue this year in exchange for a whole lot more in the next couple of years. Maybe we could start with just some level setting of how to think about what this year's impact is. If I look at the guidance, what it previously was for the year versus what it is now, it looks like you've taken in the ballpark of $10 million to $13 million out. So is that all related to Verizon for this year? And can you give us a sense -- when you talk about that $45 million to $50 million run rate, what's the rough growth level of Verizon over what the contribution will end up looking like this year? Lawrence R. Irving: Well, Tom, you're right about in terms of where we expected the change to be for this rollout to the first quarter 2013. So the impact of that is roughly about $10 million to about $13 million. The majority of what we've got is coming from, specifically, from that push out. As far as the growth coming in from Q4 to Q1, the majority of it is kind of what -- think of it in terms of where the change is from the guidance. Think of it in that way in terms of the growth. Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: Okay. And thinking about why there is that trade-off, is this strictly a function of your functions within the call center at -- I'm sorry, within the data center at Verizon have just extended that much and they don't want to go live with any of these functions until they have all of them, so therefore, you won't be supporting any of the Q3, Q4 rollouts? Maybe just help us explain why there's such a revenue push out when you've been doing a lot of these functions for them in the past. Stephen G. Waldis: Yes. So I think, Tom -- this is Steve, that in the earlier agreement that we talked about last quarter, we had addressed really one data class. Our thought process would be that we would incrementally add different data classes throughout the year. And obviously, looked at that, particularly in the photo and social side as being contributors in the latter half of the year. What ended up happening was, the relationship is very solid with Verizon and so they extended it to a much more broader solution in which, not only would force us to take some of these releases out into Q1, but also there's releases that were scheduled into late '13 that are being pulled forward into the beginning of 2013. And so the input impact of that creates the run rate that Larry described. But ultimately, if you look at the size and scale and, I think, without getting specific numbers to protect our NDAs with Verizon, you can see the scale of CapEx that we're spending this year in anticipation for the launch. Obviously we're expecting a very smooth and high-end integrated experience across these data classes. And so for us, it made a ton of sense. Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: Okay. Last one for me on Verizon and then I'll just jump back in the queue. As we think about the commitment from Verizon here, because you are taking a pretty big chunk out of revenue here for the back couple of quarters of the year, particularly Q4. So as we think about the commitment from Verizon, when you lay out those -- that $45 million to $50 million revenue run rate and the $70 million run rate the following year, how much of that is a commitment versus, sort of, best efforts? And how comfortable are you that with these additive functions that you'll be up and running and be able to hit that full run rate as you get into Q1 of next year? Stephen G. Waldis: So I think a couple of data points that I think we tried to share. One is the relationship, obviously, is over a 5-year period so it kind of gives you an idea of the commitment that both parties are making with each other. I think what we tried to do is pretty much lay out, I think, pretty clearly the way we monetize the relationship, which is by subscriber growth, by the number of devices that each subscriber would have and obviously the amount of storage. And so those things factor in of why we think it's very reasonable to look at an initial run rate of $45 million to $50 million and then growing in just 12 months to a $70 million run rate. Lawrence R. Irving: The one clarification I want to make sure is clear is that, that run rate will begin once we go into production, which will be sometime in the first quarter. So just to be clear on that.

Your next question is coming from the line of Julio Quinteros from Goldman Sachs. Julio C. Quinteros - Goldman Sachs Group Inc., Research Division: Just maybe on the other announcements that you talked about as well, the Telefónica effort and the Vodafone expansion. Can you help us understand what the sizing and benefit of those would be? And maybe just the timing around those as well? Stephen G. Waldis: Sure. So the Telefónica, we're going to be going into production by the end of Q4 of this year. The pricing model is very similar to what we talked about on our cloud services. It's on a per device basis, per subscriber basis along with the amount of content that we manage for them. Obviously, we can't discuss specific forecasts, but it has the potential -- obviously, if you just look at Spain and their home market there's roughly about 25 million subscribers in that market alone, so you can kind of figure out and map what adoption rate. And so we've kind of factored that into some of the infrastructure that we are planning for. As it relates, Julio, to the Vodafone opportunity, this is a direct result of the good work that we've been doing out of our work in Germany for B2B Enterprise. And because of that, there's going to be a move into additional countries. And right now we're going to target 3 initial countries to take the platform and deploy it out. And it looks and feels a lot like what we've done in Germany, and that should scale out. And if they're successful in the first 3 additional countries, then the expectation is that we'll add additional markets and business units to that over the coming years. So it's an exciting opportunity for us on Vodafone that validates, I think, some of the good work we've been doing there for the last few years. Julio C. Quinteros - Goldman Sachs Group Inc., Research Division: So the 3 new countries are all still on the B2B side? Stephen G. Waldis: That's correct, yes, this is for B2B. This is extending all Enterprise customers in Europe the ability to order through our platform, and we're going to do it on a country-by-country basis. Julio C. Quinteros - Goldman Sachs Group Inc., Research Division: Okay. Got it. And then maybe just to go back to the Verizon assumptions for 2013. As you think about the 3 different metrics that you guys are getting paid across -- the subscribers, the number of devices and the amount of storage -- what is the, sort of, base level assumption in terms of adoption? Or is it just some framework you're thinking about how that translates back into the 40 to 45 number that you're sharing from an annualized basis? Stephen G. Waldis: I think, Julio, hopefully to try to help you guys as best we could and protect our forecast from our customers who have kind of -- the reason why we gave you kind of the overall run rate and then how we're actually going to be monetizing that. Obviously, there's a forecast that we've worked on with Verizon based on current adoption rates that we see today as whether we anticipate in the industry. That's based on the forecast, unfortunately, that's obviously proprietary so I can't share the final leg of that. Like I say, I could tell you that I feel that they are reasonable assumptions in terms of what we've seen to date and what we expect to see going forward. Julio C. Quinteros - Goldman Sachs Group Inc., Research Division: And Larry, what was your comment on the tax rate, I'm sorry I missed that part, for the quarter and then for the year? Lawrence R. Irving: Yes, so the -- our tax rate is 37%, and my comment is that R&D tax credits, they're not baked into the numbers right now because the legislation hasn't been approved for the year. And so until that is approved, we can't take the benefit of those tax credits, which is significant for us as it relates to our tax provision. So in the past -- a couple of years ago, we had the same issue, it didn't get approved till the fourth quarter, and we picked it all up in the fourth quarter. So this year, right now obviously with a lot of the political process that's going through, the expectations are that it won't be approved until after the elections, if it gets approved at all this year. Julio C. Quinteros - Goldman Sachs Group Inc., Research Division: So for all of '12 you are thinking about a 37% tax rate now? Lawrence R. Irving: 37% without the R&D tax credit, that's correct.

Your next question is coming from the line of Thomas Ernst from Deutsche Bank. Thomas Ernst - Deutsche Bank AG, Research Division: Steve, I'd like to step back and kind of ask a bigger picture question this quarter. You've gone after a new slate of business recently with new types of revenue transactions at AT&T, penetrating Verizon, Telefónica, Vodafone. So it's kind of back to the carriers. After the previous couple of years, you were knocking down smaller business with connected device OEMs. So my question is, kind of, twofold. Obviously, it's taken a little bit longer to ramp a couple of these new channels than we expected. So the question would be, is there something wrong with the connected device market that pushed us back to the carriers? Or is it just perhaps a little bit of a surprise to you how long it takes to develop the carriers? And what's your thoughts on the right balance between these 2 types of market opportunities? Stephen G. Waldis: Yes, so I think the connected devices at the OEMs, I think -- I understand what you're saying, Tom, they would be like the Panasonic, Dells, Apples, et cetera, that we deal with directly? Thomas Ernst - Deutsche Bank AG, Research Division: Yes. Stephen G. Waldis: Yes, so they still happen each quarter. We do have some wins in that area. I guess they're not as material as the carrier wins. I think the bigger driver for us in the cloud, and it's a great question, is the fact that you notice lately all of the shared data plans that are coming out for all the carriers, Verizon and AT&T, and surprisingly, many customers who bought these devices and the carriers really -- as a standalone data plan, really weren't activating. I mean, I shared some numbers in script about how low those percentages were. And ultimately, where the carrier feels they can be successful and where we can enable that is really creating this horizontal view. And because of the data share adoption, the cloud becomes a very logical way to understand how you will get people to connect to these devices and, ultimately, when a household has 8 to 10 devices and you can look amongst your own consumers, let's say individually, there's multiple devices there. There's not just iPads and iPhones, but there's Windows phones, there's Android phones. And ultimately, where the carriers are making big pushes is also in the digital home, for example, where multiple elements -- some products, for example, that aren't even covered by Android are covered by Apple today that consumers will want. And so what we're seeing, frankly, is an industry trend that's being very favorable to cloud adoption. It doesn't have a lot of the long characteristics that our activation services business does, Tom, where you have a lot of integration, i.e. sensing the aggressive delivery data Telefónica here in the end of Q4. If you add those elements together, and I think ultimately, now that we've got a very good strong reference for implementation in the industry, it's all adding up to a lot of carriers looking to see who can do the scale that we can do. And one of the biggest factors that we talk about, and specifically around these releases, it's not just with Verizon, it's with all our customers, to run things to scale over millions of millions of devices is not an easy task. Outside of maybe the iCloud, I believe we've got one of the largest implementations in the world managing the cloud. And a lot of these carriers that we're picking up have tried small point solutions that frankly can't scale and it failed. And so I think it's with those industry trends, along with some of our scaling expertise that are allowing us with this new cloud and content management offerings, to really knock down some of these carriers a little bit more efficiently than maybe in the past.

Your next question is coming from the line of Shyam Patil from Raymond James & Associates. Shyam Patil - Raymond James & Associates, Inc., Research Division: Maybe starting with AT&T. Steve, could you elaborate a little bit on the cloud-based initiative you talked about earlier? Maybe what's new there and how that's different from what you had there before? Stephen G. Waldis: Yes. So before, we really didn't have anything involved in the cloud. All of our work with AT&T is in our activation services business. This is a very initial early-on entrée that we're working on across the subscriber base. It's obviously very early so I can't provide a lot of specifics around it. But it basically looks -- and we think it's a great opportunity for us to take the advantage of all of our history and integration that we have there and really provide a really unique customer experience by pulling in some of the cloud capabilities around it. And we expect to have some of these devices done by the end of the year and, obviously, as we get more and more down the road, I can provide more clarity around what that might look like. Shyam Patil - Raymond James & Associates, Inc., Research Division: Great. I've been getting a lot of questions around the impact of shared data plans and you talked about that earlier on the call. Can you maybe talk about what the economic impact would be from -- if we saw more kind of uptake of shared data plans instead of, kind of, individual devices being activated on different data plans, how that would impact the economics for Synchronoss? Stephen G. Waldis: So ultimately, there's a belief that -- and we believe it well that, a lot of carriers were caught a little bit -- I think, generically in the industry, off guard at the lack of -- even though a lot of these devices were -- had the capability with the SIM card to be connected to a network or to be wireless-enabled outside of WiFi. The overwhelming majority really weren't lighting them up. And so with the shared data plan, users and consumers now can light up and share that overall usage a month. So prime examples of that would be, if you're on vacation, you want to take your iPad and light it up on the network for an additional prepaid fee each month, or would you light it up knowing that you're not at home anyways using your phone, the data usage remains the same. And so we think that, over time, that's going to drive folks to want to have multiple devices across different platforms that they'll enable more of them because that cost barrier is being eliminated. Because at the end of the day, it's a lot like electricity. Regardless of what's plugged in at your house, you've got one fee for usage for the month. If that thesis holds true, in which the industry and we believe will, that will fuel more adoption of devices to get lit up and create more relevance for Synchronoss in and around what we do and why we would coexist with cloud solutions that, say, Apple or Google would provide today. They're great, they'll always exist, but for you to have a family that may have Android phones with Apple and maybe a home automation system, a digital home, keeping all that data in sync, or even some automotive opportunities, that's where we really play very well for the carriers, and I think we're their betting on future growth. And so I think the device elements that, I think -- what to watch for will be not just the subscriber growth, but the average number of devices per subscriber as a key metric that I think you'll see grow in the industry over the next year or 2. Shyam Patil - Raymond James & Associates, Inc., Research Division: Great. And then just one last question. Just on Verizon, I wanted to make sure I understood kind of the revenue flow for that. When you guys say $45 million to $50 million run rate in 1Q once it's in production, should we kind of be assuming that it'll add something like $10 million to $12 million at some point on a run-rate basis in 1Q '13, and then scaling to kind of $17 million, $18 million by the fourth quarter of '13? Is that kind of what you guys meant by the run rates you provided? Lawrence R. Irving: Yes, so it's -- the run rate, exactly right. Except for you said first quarter 2013 would be the first -- first quarter 2013 -- it would be towards the back-end of the first quarter 2013 to be very clear on that. Okay?

Next question is from the line of Lauren Choi, JPMorgan.

I think you mentioned SpeechCycle, talked about how it's planned for later this year. Could you just give us some details on what exactly, I guess, is going on with that project and also if there's any progress or update in that carrier area, fixed channel since last quarter? Stephen G. Waldis: Yes. So essentially, one of the main drivers that we're going to be utilizing the technology -- and it's not just, by the way, at AT&T; we have other carriers that we're working with on the technology, both from a mobile SmartCare perspective and in the center -- is essentially taking a lot of calls that come in today and routing them through the technology that enables consumers to be linked over to the byprocess. So think of you calling in for an inquiry about a certain service or device, and once that you're in that arc queue, our enablement is to be smart enough to recognize to pull you through an automated experience through activation. And right now, we are in the process, without getting specific, of some of our existing channels and as well as the new customer care channel is implementing a version of this technology this year so that we can get that benefit to our customers at AT&T, as well as pick up additional transactions into our technology that we might normally not get without that technology.

Okay. So does that mean that, I guess, things are still at this level? Obviously you've given guidance, but is it that -- whatever projects you are doing there is still progressing? Or are we kind of still stalled at this point? Stephen G. Waldis: No, it's still progressing. In fact, as I'd said in the script earlier, it's probably a little bit of where we anticipated from our last view, and that we're on track to deploy in the next few months here, our first version of it out there. And at the same time, the number of transactions that we're supporting are slightly above what we had anticipated.

Okay. Great. The other part is just in terms of the CapEx guidance and gross margins. Can you just help me understand in terms of which of these new projects, whether it's Verizon or Telefónica or Vodafone, is most, I guess, capital-intensive as well as may put initial margins or keep margins low initially? I guess, I just kind of want to understand the weighing of -- is Verizon more intense than maybe in some of the activation stuff? Lawrence R. Irving: I think a better way of looking at it, overall, is that the cloud solutions that we are providing has got a higher margin profile, whether it's Verizon or any other carrier that's adopting the cloud technology. So it's a very -- it's a much higher-margin than our traditional ConvergenceNow activation process, because there's a lot more manual work in the activation, less of that in the cloud work. So the margins associated with that is much better. So that's one way of looking at it. The second piece to think about it is from a capital ex -- CapEx point of view, is we're spending a lot of money to drive infrastructure so that we can support these types of transactions across the globe, here in the United States and in Europe specifically right now. So that's where most of that money is being spent from a CapEx point. It's really building that infrastructure to support these types of transactions. But overall, those transactions have high margins because it's mainly technology but it is a hosted solution.

Your next question is from the line of Scott Sutherland, Wedbush. Scott P. Sutherland - Wedbush Securities Inc., Research Division: I want to kind of follow on that last question on the cloud infrastructure buildouts. When you build out this infrastructure, can this be a shared infrastructure across multiple carriers? And if so, what is kind of the capacity you think you'll be at next year? Could you bring on 2 or 3 more Tier 1 carriers without having to buildout more capacity or would it just be incremental spending at that point in time? Stephen G. Waldis: It really depends on the speed of adoption in a period of time as to how much we would have to get in front of it. Typically, on some of the larger carriers, Verizon is a prime example who's -- obviously has a very outstanding customer experience. The numbers that we would step [ph] to very quickly would require us to get really ahead of that infrastructure. So I think when you initially deploy, in certain areas depending upon how quickly the adoption rates will go up next year as I shared on the, obviously, BZ side, we think it's going to be dramatic. Depending upon some of these other opportunities, Scott, and the forecast that we negotiate with our customers will determine whether we can do it more on an incremental basis or whether we'll have to put some infrastructure in front of it. But I would say, similar to what you're seeing this year and history of Synchronoss in any CapEx events, it's when you see that happen for a quarter or 2 you're seeing now, if you look back in history you'll also see the revenue upticks from that in the quarter as it goes into production. Scott P. Sutherland - Wedbush Securities Inc., Research Division: Okay. And looking at Verizon, doing $50 million to $55 million, what kind of growth -- because you're giving up some revenue this year, what kind of growth is Verizon going to contribute to you guys? AT&T, it sounds like they're going to still contribute some growth with the cloud solution ramping up there. How do you see that kind of growth? Do you still think you stay in the good double digits there overall? Stephen G. Waldis: For Verizon? Scott P. Sutherland - Wedbush Securities Inc., Research Division: Yes. Stephen G. Waldis: Yes. I think Verizon is definitely, as you've seen here from the numbers we've shared today, a very -- has been and we think will continue to be very strong growth story. Lawrence R. Irving: When you think about it, Scott, when we talk about once we go into production, we think the annual run rate for that revenue is going to be between $45 million to $50 million coming into production. And then we expect within 12 months of that time for it to be at a run rate of $70 million. So that gives you some indication of how we believe that growth is going to go over the course of the 12 months once we're in production. Scott P. Sutherland - Wedbush Securities Inc., Research Division: Yes, I guess, I was trying to get back into kind of this year, if you're giving up the $12 million or $13 million of revenue mostly tied to Verizon, are you seeing -- assuming Verizon's going to be around 10% of your revenue this year, just trying to kind of get at, if they're going to be doing, say $25 million, $30 million this year, and going to $50 million, $55 million, it sounds like it's going to be solid double digits. Is that a fair way to look at it? Lawrence R. Irving: Yes, it's going to be very strong growth. We've never broken out the Verizon revenues for 2012, but it's going to be very strong growth. Stephen G. Waldis: I was saying, that's why we try to provide, I think, a very reasonable set of assumptions based on what we have today is -- based upon where we see the adoption rates is that run rate after 12 months being closer to a $70 million year run rate. We feel that's a very reasonable way to look at the business, and what is that based on? Questions you'd asked earlier. It's based on adoption rates, right? The forecasts that we've worked out, obviously, that are proprietary we can't share. And then of those adoption rates, how many data classes are those users using and how much storage will they require to be successful? Because this scenario, as we talked about last quarter, Terremark is our hosting partner behind the scenes. Scott P. Sutherland - Wedbush Securities Inc., Research Division: When Verizon kicks off, is it going to be more the professional services type of revenue you're going to see in the first half of next year? Or is this going to be right in transactional-type revenue? Lawrence R. Irving: No. We believe it's going to be right into transaction related revenue. There's always -- in our business model, there's always a certain amount of professional services we do, because our model has always been to combine that service along with the technology. So that's not going to change. But the mix that you see today is going to change. It's going to go back higher to a more transactional-based mix. But it's going to gradually move here in this back end of 2012, and then certainly move up in 2013 and further. Scott P. Sutherland - Wedbush Securities Inc., Research Division: Lastly, on Verizon, what should investors think about as baseline revenue rate for kind of hosting and buildout? And how much would you consider maybe go-get revenue? How much of the $50 million to $55 million really is based on adoption? And as you get to $70 million, is all that incremental $15 million to $20 million based on adoption-type stuff rather than any other kind of fixed contract revenue? Lawrence R. Irving: Well, we're not going to -- we're not breaking out the individual components of it. Obviously, there are fees associated with both. The more storage you use, the more the price points are. But it's fair to say that the real contributor to our margins, prospectively, is going to come from the license component. Scott P. Sutherland - Wedbush Securities Inc., Research Division: I thought I'd try it -- I guess, as another way to put it, to get from $50 million to $55 million to the $70 million, is that all kind of adoption-based revenue from there on out? Lawrence R. Irving: Yes. It's from additional subscribers, absolutely. Stephen G. Waldis: It's a factor of the adoption rate and then the type of power user or not that we've assumed going forward is the way that we'll drive that business. It's not -- at least for that current agreement. Now keep in mind, we're working on a bunch of other things as well with Verizon. But for the current agreement for the cloud, that's exactly the way to look at it. Lawrence R. Irving: I mean, it's fair to say that the average subscriber uses a certain amount of storage, so when you think about it, it's really going to be driven by subscribers.

Your next question is coming from the line of Daniel Ives, FBR. Daniel H. Ives - FBR Capital Markets & Co., Research Division: Yes, just with Verizon, in terms of the timing with 1Q, is that a hard date? I just want to understand like how confident you are in terms of the timing of that being late 1Q. Lawrence R. Irving: There's no hard date, but obviously there's a target date that we're working with. So it's the best way to answer it. Stephen G. Waldis: Yes. I mean, I think if we could do -- if we could deploy earlier, we would. But the complexity of what we're doing and the expectations from our customer and to ensure that our customer, i.e. Verizon, is extremely happy, it's a reasonable period of time. So there's definitely an urgency to deploy sooner than later. There's no hard date on it, but at the right -- but one of the things that has done Synchronoss well through the years is that we are one of the few that can scale with these guys very effectively, and we're going to make those decisions to make sure, on a go-forward basis, that, that reputation remains intact.

The next question is from the line of Will Power, Robert Baird. William V. Power - Robert W. Baird & Co. Incorporated, Research Division: So I guess a question on AT&T. I think you guided to growth in the second half at AT&T from the first half. I guess I was wondering if you can give us any further color as to the drivers there. Is it the new customer care channel versus organic? And I guess the second part of the question is, I guess within the organic piece, can you talk a little bit about the key drivers there. Between a slowdown in wireless activity at AT&T in terms of gross adds and smartphone activations, is that being more than offset by these new connected devices something in wireline? Any color there might be helpful. Lawrence R. Irving: There's clearly organic growth in, if you want to call it the same-store type of channels, so we are expecting growth there, sort of in a single-digit growth. But one of the things that it's going to drive volume for us in the back-end of this year is the volumes associated in new releases of new devices. So it's clearly going to be driven by, for example -- I'll use one example of the new iPhone that comes out. So that will drive a considerable volume for us. Stephen G. Waldis: Yes, I would say, Will, on an industry level, it's clear now that when there are new devices, or anticipation of new devices, or quarters in which new devices come out, has much more of an impact on transaction flows given the way the carriers are upgrading or not upgrading as frequently today than probably it was 3 years ago. Lawrence R. Irving: And even buying behavior. People hold off upgrading their devices until the new devices come out. Stephen G. Waldis: So the timing of that absolutely impacts the way we look at certain things in terms of forecasting. William V. Power - Robert W. Baird & Co. Incorporated, Research Division: Okay. That's helpful. And then my second question is just around gross margins as we move forward as it relates to some of these new projects, whether it's Verizon, Vodafone, your channel at AT&T. I know you've given gross margin guidance for this year, but directionally, I know you're also not giving guidance for 2013, but just again, directionally, how should we think about some of the impacts on margins or some of these new projects rolled out? I guess, given that they are more cloud-based on average, that helps, but should we expect some initial pressure, I guess, as those are launched? Lawrence R. Irving: The biggest -- so clearly, we have had some significant scale on the margins of the business and it continues to rise as we move forward here. And it's driven a lot by that mix of revenues. Now at the same time, we are making investments in that infrastructure, if you will. So that is actually slowing down the growth. So for us, as we start to get more and more volume, that's going to help us. It's too early for us to sit back here and give any kind of guidance in terms of where our margins are going be for 2013. But it's clear from what you see and what we've been able to demonstrate so far, is that the business is leveraging. And overall, we talked about reaching operating margins from a long-term perspective to get to the 30% range and above. We are marching that way from a lot of different ways. But the timing of that, it's too early to talk about but we will do that some time towards the back-end of this year. William V. Power - Robert W. Baird & Co. Incorporated, Research Division: Okay. And then just finally, any update as to the buyback, where that stands? Lawrence R. Irving: It's in process. In this particular past quarter, we purchased about, I want to say, it was about over 200,000 shares, and it is based on a defined plan and the banks are buying that as quickly as they can.

The next question is from the line of Greg Burns, Sidoti & Company. Gregory Burns - Sidoti & Company, LLC: Just wanted to ask about SmartMobility, it doesn't sound like the expansion with Verizon contemplates SmartMobility. Can you just give us an update on the roadmap there and where that stands? Stephen G. Waldis: Sure. So SmartMobility for this year, too, [ph] reads a little slower than expected, probably for 2 reasons: One, a heavy emphasis on the cloud. And because of the cloud services that we're working on with Verizon, that's obviously been a primary focus. And there are elements of SmartMobility obviously that are factors in that strategy. And two is, obviously looking at both consumer and enterprise type of applications for the product. But it is not included as a direct standalone in those run rates and still from a longer-term perspective as we head out the year into early next year still feels very promising around where that's headed. Gregory Burns - Sidoti & Company, LLC: Okay. And then just lastly, when we think about the new cloud functionalities at AT&T and what you're seeing from the customer service channel, currently, does AT&T get back to being mid-to-low teen grower as we look into fiscal '13 and beyond? Lawrence R. Irving: Yes. The only way -- what we've given in terms of how we look at AT&T, is that we look at the business and we always feel that the year-over-year growth of the business will be single digits. And then we go from there as we add new channels. So as these new channels start to scale, we expect the year-over-year growth to be better, okay. But as it relates to 2013, we'll hold back until later this year to really give any kind of guidance in terms of it. But clearly, as we get more wins, that has traditionally given us higher year-over-year growth.

Your next question is from the line of Gray Powell from Wells Fargo. Gray Powell - Wells Fargo Securities, LLC, Research Division: I just had a couple of questions. Can you tell me if I'm thinking about this right? If Verizon has consistently been slightly over 10% of revenue, then it implies that they would have been doing something around $60 million in revenue in the second half of the year. Yet you're taking $10 million to $13 million out of your guidance for 2012. So am I just doing something wrong here, like is Verizon revenue dropping in excess of 50% in the second half of 2012? Lawrence R. Irving: All we've ever said on Verizon that it was better than a 10% customer. We have never given the exact amount of money that they've actually generated in the year. Also when you think about where we were going in terms of our guidance, a lot of that revenue was going to be upside revenue that we are expecting to get in the back end of the year that we pushed off into the first quarter of the year. So it's really -- it was incremental revenue that we were anticipating in the second half of 2012 that's being pushed into 2013. Gray Powell - Wells Fargo Securities, LLC, Research Division: Okay. Well, then I guess was Verizon still a 10% customer in Q2? Lawrence R. Irving: Verizon is a 10% customer, that's correct. Gray Powell - Wells Fargo Securities, LLC, Research Division: And then the second half of the year, are they going to be higher, lower or the same? Lawrence R. Irving: They're still going to be a 10% customer.

Your next question is a follow-up question from the line of Tom Roderick, Stifel, Nicolaus. Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: Just a quick one on the published P&L, guys. The contingent consideration line item, that was a $4 million reversal, can you just help explain what that was? I might've missed it in the prepared remarks. Lawrence R. Irving: I'm sorry, can you repeat the question? Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: The $4 million contingent consideration line item in the P&L this quarter, can you help us understand what that was related to? Lawrence R. Irving: Sure. So when we do these acquisitions, one of the things that we always do is we come up with a purchase price and of course a lot of these people selling the companies want valuations that are much greater than they're willing to pay. So we put contingency liabilities on it or ways to get for them to earn additional purchase price, okay? What we've done is gone through that and looked at some of the things that they were looking to achieve and realize that they're not going to achieve it, so we have a third-party go out and do valuations. And those valuations were adjusted, basically lowering their ability to receive additional consideration. That being said, it's important to note 2 things. It's mainly around the Miyowa acquisition. The Miyowa revenue contribution is exactly in line with what we had anticipated it to be in terms of how we thought through that deal, and Miyowa is becoming a big part of our offering going forward. But it is related to Miyowa and it is related to that company, or the owners of that company to get more purchase price which they're not going to achieve Tom Roderick - Stifel, Nicolaus & Co., Inc., Research Division: Okay. And then lastly, as it relates to SpeechCycle, knowing that they were a, sort of, a critical player or just a player more critically focused on the cable MSO space, what has been your experience with the technology so far as you work towards integration in your own data center? What do you feel are their capabilities on the wireless side, the ability to contribute this year in the care channel? Or should we think about SpeechCycle not contributing on that care channel until next year? Lawrence R. Irving: Yes, I think the best way of looking at that, Tom, as Steve pointed out, we're making really good progress with not only AT&T but other carriers. But the contribution with the carriers outside of their existing business is really going to be something that we would anticipate contributing in 2013.

At this time, I'm showing no further questions in the queue. I would like to turn the call back over to Mr. Steve Waldis for any closing remarks. Stephen G. Waldis: Great. Thank you very much for joining us on our second quarter 2012 conference call, and we look forward to speaking with all of you soon. Thanks.

Ladies and gentlemen, that concludes today's conference. We thank you for your participation. You may now disconnect. Have a great day.