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Q115 Earnings Call May 7, 2015 1 © 2015 SilverNetworks Spring Networks © 2015 Silver Spring Forward-Looking Statements This document contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding the momentum in Silver Spring Networks’ business, future growth and future financial results, including expected improvements in gross profit and our outlook for the second quarter and full year 2015. Statements including words such as "anticipate", "believe", "estimate" or "expect" and statements in the future tense or about future events are forward-looking statements. These forward-looking statements are preliminary estimates and expectations based on current information and are subject to business and economic risks and uncertainties that could cause actual events or actual future results to differ materially from the expectations set forth in the forward-looking statements. Important factors that could cause results to differ materially from the statements herein include: timing around customer decisions and deployment pace; dependence on a limited number of customers and key suppliers; general economic risks; specific economic risks in different geographies and among different industries; failure to maintain or increase renewals and increase business from existing customers; uncertainties around continued success in sales growth and market share gains; lengthy sales cycles with no assurances that a prospective customer will select Silver Spring’s products and services; amounts included in backlog may not result in billings or revenue; adverse publicity about, or consumer or political opposition to, the smart grid; security breaches involving smart grid products or services; the ability to integrate technology into third-party devices and Silver Spring’s relationship with third-party manufacturers; execution and customer adoption risks related to new product introductions and innovation, including our recently announced fifth generation networking platform and products; the ability to attract and retain personnel, including members of Silver Spring’s management team; changes in strategy; technological changes that make Silver Spring’s products and services less competitive; competition, particularly from larger companies with more resources than Silver Spring; international business uncertainties; the ability to acquire and integrate other businesses; and other risk factors set forth from time to time in Silver Spring’s filings with the SEC, copies of which are available free of charge at the SEC’s website at www.sec.gov. All forward-looking statements in this document reflect Silver Spring’s expectations as of May 7, 2015. Silver Spring undertakes no obligation, and expressly disclaims any obligation, to update any forward-looking statements in this document in light of new information or future events. In addition, the preliminary financial results set forth in this document are estimates based on information currently available to Silver Spring. While Silver Spring believes these estimates are meaningful, they could differ from the actual amounts that Silver Spring ultimately reports in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Silver Spring assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the quarter ended March 31, 2015. 2 © 2015 Silver Spring Networks State of the Business • Q1 Ahead of Plan • Our Business Model is Succeeding - 40.3% gross margin - Double-digit growth of Silver Spring content - New solutions up 60% from prior year - Managed services & SaaS above $50 million run-rate • Silver Spring Powering Leading Smart Grid Deployments • Five New International Signings 3 © 2015 Silver Spring Networks Q115 Financial Review Jim Burns, Chief Financial Officer 4 © 2015 Silver Spring Networks Q115 Financial Results $Millions, Endpoints in Millions Non-GAAP Revenue Network Footprint (Cumulative Endpoints) $72 3rd-Party +11% $63 Double Digit Growth 20.8 18.7 SSN Content* Q114 Q115 Non-GAAP Revenue by Type Q114 Q115 Non-GAAP Revenue by Solution 3rd-Party Services* $62 $48 AMI $9 $15 New Solutions Q114 Q115 Product* Q114 Note: Some figures may not add due to rounding * Excludes 3rd-Party 5 © 2015 Silver Spring Networks Q115 Executing on our Business Model $Millions, except Recurring Revenue per Cuml. Endpoint Non-GAAP New Solutions Revenue $15 Non-GAAP Services Revenue $22 $20 +13% +60% +19% $9 $13 Managed/SaaS $9 $10 Prof. Services Q114 Q115 $11 +5% Q114 Q115 Recurring Revenue per Cuml. Endpoint TTM* $2.15 Non-GAAP Gross Margin $2.24 +10.3 pts 40.3% 30.0% Q114 Note: Some figures may not add due to rounding * TTM refers to the trailing twelve month period 6 © 2015 Silver Spring Networks Q115 Q114 Q115 Q115 Non-GAAP Gross Profit & Margin $Millions $25 $22 18% Product $17 Product $15 Services $7 Services $8 Q114 Note: Some figures may not add due to rounding 7 © 2015 Silver Spring Networks Q115 Q114 Q115 28.2% 42.4% Managed / SaaS 40.9% 41.9% Professional Service 27.5% 29.1% Service 34.7% 36.4% Total 30.0% 40.3% Product Q115 Financial Results $Millions, except EPS Non-GAAP Operating Expenses Non-GAAP EPS $30 $31 $8 $10 G&A $7 $8 S&M $15 $14 R&D $(0.11) $(0.19) Q114 Q115 Non-GAAP Net Loss Q114 +$0.08 Q115 Cash & Equivalents Detectent acquisition $121 $111 $(6) $(9) +$3M Q114 Note: Some figures may not add due to rounding 8 © 2015 Silver Spring Networks Q115 Q414 Q115 Change in GAAP Outlook $Millions, except per share amounts Q115 Prior Outlook Actual Results Revenue ~ $31M – $36M ~ $144M EPS ~ ($0.70) – ($0.65) $0.69 2015 Prior Outlook New Outlook ~ $180M – $200M ~ $375M – $400M ~ ($1.75) at Midpoint $0.40 – $0.80 Revenue EPS 9 © 2015 Silver Spring Networks Non-GAAP Outlook $Millions, except per share amounts Q215 Revenue ~ $65M – $70M ~ $270M – $290M Gross Margin ~ 39% – 41% ~ 39% – 41% Operating Expenses $29M – $30M Flat to Slightly Up Y/Y ~ $0.5M ~$2.0M* ~ ($0.08) – ($0.04) ~ ($0.05) at the midpoint ~ 50M ~ 50M – 52M Income Taxes Earnings per Share Share Count Note: Some figures may not add due to rounding * Excludes one-time Detectent tax benefit 10 2015 © 2015 Silver Spring Networks Silver Spring Networks Q&A 11 © 2015 Silver Spring Networks Supplemental 12 © 2015 Silver Spring Networks Non-GAAP and Other Financial Measures Silver Spring believes that its results of operations under generally accepted accounting principles, or GAAP, when considered in isolation, may only provide limited insight into the performance of its business in any given period. As a result, Silver Spring manages its business, makes planning decisions, evaluates its performance and allocates resources by assessing non-GAAP measures such as non-GAAP revenue, recurring non-GAAP revenue, recurring non-GAAP revenue per endpoint, cost of non-GAAP revenue, non-GAAP gross profit (loss), non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP net income (loss), non-GAAP earnings (loss) per share, and adjusted EBITDA, and total backlog, in addition to other financial measures presented in accordance with GAAP. Silver Spring believes that these non-GAAP and other financial measures offer valuable supplemental information regarding the performance of its business, and will help investors better understand the sales volumes, and gross margin and profitability trends, as well as the cash flow characteristics, of its business. The non-GAAP measures should not be considered in isolation from, are not a substitute for, and do not purport to be an alternative to, revenue, cost of revenue, gross profit (loss), gross margin, operating income (loss), net income (loss), earnings (loss) per share or any other performance measure derived in accordance with GAAP. Silver Spring may consider whether other significant nonrecurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses. Non-GAAP revenue represents amounts invoiced for products for which ownership, typically evidenced by title and risk of loss, has transferred or services that have been provided to the customer, and for which payment is expected to be made in accordance with normal payment terms. Non-GAAP revenue excludes amounts for undelivered products, services to be performed in the future, and amounts paid or payable to customers. Non-GAAP revenue is initially recorded as deferred revenue and is recognized as revenue when all revenue recognition criteria have been met under Silver Spring’s accounting policies as described in Silver Spring’s filings with the Securities and Exchange Commission. Silver Spring reconciles revenue to non-GAAP revenue by adding revenue to the change in deferred revenue in a given period. Recurring non-GAAP revenue is non-GAAP revenue from managed services and SaaS, as well as customer support and other service offerings. Recurring non-GAAP revenue is primarily recurring in nature and includes managed services, hosting and software maintenance, and support fees, as well as one-time managed services and SaaS set up fees. Customer support and other services are provided to customers outside of managed and SaaS offerings, and are also recurring in nature. Recurring non-GAAP revenue per endpoint represents a trailing twelve month non-GAAP revenue per cumulative endpoints deployed inception-to-date. Cost of non-GAAP revenue represents the cost associated with products and services that have been delivered to the customer, excluding stock-based compensation, amortization of intangibles, and acquisition-related charges. Cost of product shipments for which revenue is not recognized in the period incurred is recorded as deferred cost of revenue. Deferred cost of revenue is expensed in the statement of operations as cost of revenue when the corresponding revenue is recognized. Costs related to services are expensed in the period incurred. Silver Spring reconciles cost of revenue to cost of non-GAAP revenue by adding cost of revenue and the change in deferred cost of revenue, less stock-based compensation, amortization of intangibles, and acquisition-related charges included in cost of revenue, in a given period. Non-GAAP gross profit (loss) is the difference between non-GAAP revenue and cost of non-GAAP revenue. Non-GAAP gross margin is non-GAAP gross profit (loss) as a percentage of non-GAAP revenue. Non-GAAP operating income (loss) represents operating loss adjusted for non-GAAP revenue and cost of non-GAAP revenue and excludes expenses related to the amortization of intangible assets, stock-based compensation, acquisition-related charges, restructuring and legal settlements. Non-GAAP net income (loss) represents net income (loss) adjusted for changes in deferred revenue and deferred cost of revenue, and excludes expenses related to the amortization of intangible assets, stock-based compensation, acquisition-related charges, income tax benefit related to acquisitions, restructuring, and legal settlements. Non-GAAP income (loss) per share represents non-GAAP net income (loss) divided by weighted average shares outstanding for the period. Adjusted EBITDA is net income (loss) adjusted for changes in deferred revenue and deferred cost of revenue, other (income) expense, net, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation, acquisition-related charges, restructuring, legal settlements, and certain other items management believes affect the comparability of operating results. 13 © 2015 Silver Spring Networks Services Reclassification $M, Non-GAAP Q114A Services Revenue Professional Services Managed Services $ 19.6 9.6 10.0 Q214A $ 21.4 11.0 10.4 $ 21.3 10.6 10.7 Q414A $ 20.3 9.6 10.7 Q115A $ 22.1 10.3 11.8 Q114A $ 19.6 9.1 10.5 Reclassed Q214A Q314A Q414A $ 21.4 10.5 10.9 $ 21.3 9.8 11.5 $ 20.3 8.8 11.6 Q115A $ 22.1 9.5 12.6 Gross Profit Professional Services Managed Services 6.8 2.7 4.1 8.1 3.7 4.5 7.3 2.7 4.6 8.4 3.5 4.9 8.0 3.2 4.8 6.8 2.5 4.3 8.1 3.4 4.7 7.3 2.2 5.2 8.4 3.0 5.5 8.0 2.8 5.3 Gross Margin Professional Services Managed Services 34.7% 28.4% 40.7% 37.9% 33.2% 43.0% 34.3% 25.3% 43.2% 41.5% 36.8% 45.7% 36.4% 31.2% 40.9% 34.7% 27.5% 40.9% 37.9% 32.5% 43.1% 34.3% 22.0% 44.8% 41.5% 33.9% 47.2% 36.4% 29.1% 41.9% Endpoints Cumulative Endpoints 526 18,710 371 19,081 633 19,714 552 20,266 548 20,814 526 18,710 371 19,081 633 19,714 552 20,266 548 20,814 Mgd Svcs TTM Revenue $ 38.3 $ 39.4 $ 40.2 $ 41.8 $ 43.5 $ 40.2 $ 41.6 $ 42.7 $ 44.5 $ 46.5 Recurring Rev per Cuml. EP $ 2.05 $ 2.07 $ 2.04 $ 2.06 $ 2.09 $ 2.15 $ 2.18 $ 2.16 $ 2.20 $ 2.24 * TTM refers to the trailing twelve month period 14 Prior Q314A © 2015 Silver Spring Networks Q115 GAAP to Non-GAAP Reconciliation $Thousands, except per share amounts Product revenue Service revenue Net revenue GAAP Financial Statements $ Product cost of revenue Service cost of revenue Total cost of revenue Gross profit 105,035 38,605 143,640 $ 56,617 15,568 72,185 $ 71,455 (64,033) (16,508) (80,541) Stock-based Compensation $ - Amortization of Intangibles $ - - Restructuring & Litigation Acquisition Related Costs $ $ - - Non-GAAP Financial Information $ 41,002 22,097 63,099 (32,516) (32,516) (228) (1,495) (1,723) (262) (262) - (11) (11) 23,611 14,062 37,673 (48,025) 1,723 262 - 11 25,426 Product Margin 46.1% 42.4% Service Margin 59.7% 36.4% Total Margin 49.7% 40.3% Operating Expenses Research and development Sales and marketing General and administrative Restructuring Total operating expenses 15,694 9,297 12,129 194 37,314 - Operating Loss 34,141 (48,025) Operating Margin (2,180) (1,238) (1,882) (5,300) (140) (7) (147) (194) (194) (4) (720) (724) 13,510 7,919 9,520 30,949 7,023 409 194 735 (5,523) -8.8% 288 (476) Net loss Income (Loss) per share $ 34,905 Basic Diluted Number of shares used in computation Basic Diluted $ $ 0.71 0.69 49,306 50,899 Note: Some figures may not add due to rounding * Net of Foreign Currency Translation © 2015 Silver Spring Networks - 23.8% Other income (expense), net (Benefit) Provision for income taxes 15 Change in Deferred Revenue and Deferred Cost of Revenue $ (48,025) $ 7,023 $ 409 $ 194 890 $ (155) 288 414 $ (5,649) $ $ (0.11) (0.11) 49,306 49,306 Q114 GAAP to Non-GAAP Reconciliation $Thousands, except per share amounts Product revenue Service revenue Net revenue GAAP Financial Statements $ Product cost of revenue Service cost of revenue Total cost of revenue Gross profit Product Margin Service Margin Total Margin 28,227 16,002 44,229 Operating Loss Operating Margin $ - $ - - Change in Fair Value of Warrant and Derivatives $ - Non-GAAP Financial Information Litigation and Restructuring $ - $ 52,233 19,617 71,850 17,915 14,870 32,785 20,257 20,257 (632) (2,060) (2,692) (48) (48) - - 37,492 12,810 50,302 11,444 7,364 2,692 48 - - 21,548 28.2% 34.7% 30.0% 17,725 9,223 11,667 38,615 - (3,155) (2,045) (3,540) (8,740) (27,171) 7,364 11,432 48 - - 14,570 7,178 8,127 29,875 - - (8,327) -11.6% (37) 599 Net loss $ (27,807) Loss per share, basic and diluted $ (0.58) 47,693 Note: Some figures may not add due to rounding * Net of Foreign Currency Translation © 2015 Silver Spring Networks 24,006 3,615 27,621 Amortization of Intangibles -61.4% Other expense, net Provision for income taxes 16 $ Stock-based Compensation 36.5% 7.1% 25.9% Operating Expenses Research and development Sales and marketing General and administrative Total operating expenses Number of shares used in computation, basic and diluted Change in Deferred Revenue and Deferred Cost of Revenue $ 7,364 $ 11,432 $ 48 $ - $ (37) 599 - $ (8,963) $ (0.19) 47,693 GAAP Outlook $Millions, except per share amounts Q215 Revenue Gross Margin Operating Expenses Income Taxes Earnings per Share Share Count Note: Some figures may not add due to rounding * Includes one-time Detectent tax benefit 17 © 2015 Silver Spring Networks 2015 ~ $45M – $55M ~$375M – $400M ~ 33% – 36% ~ 42% – 45% ~ $34M – $35M ~ $134M – $140M ~ $0.5M ~ $1M* ~ ($0.40) – ($0.30) ~ $0.40 – $0.80 50M – 52M 50M – 52M Outlook Reconciliation $Millions, except per share amounts Net revenue GAAP net revenue Change in deferred revenue, net of foreign currency translation Non-GAAP net revenue Gross profit GAAP gross profit (loss) Change in deferred revenue, net of foreign currency translation Change in deferred cost of revenue, net of foreign currency translation Stock-based compensation Non-GAAP gross profit GAAP gross margin % (as a % of GAAP net revenue) Non-GAAP gross margin % (as a % of non-GAAP net revenue) Q215 Guidance High Low $ $ $ $ 45 20 65 $ 15 20 (11) 2 25 33% 39% $ $ Net income (loss) GAAP net loss Change in deferred revenue, net of foreign currency translation Change in deferred cost of revenue, net of foreign currency translation Stock-based compensation, Amortization of Intangibles, Other* Non-GAAP net income (loss) $ (21) 20 (11) 8 (4) Net loss per share GAAP loss per share Non-GAAP loss per share $ $ (0.40) (0.08) Basic Share Count Diluted Share Count $ 50 52 $ 55 15 70 2015 Guidance Low High $ $ 375 (105) 270 $ 156 (105) 48 7 105 42% 39% $ $ $ 41 (110) 40 28 0 $ $ 0.80 0.00 18 15 (6) 2 29 33% 41% $ $ $ (17) 15 (6) 6 (2) $ 21 (105) 48 31 (5) $ $ (0.30) (0.04) $ $ 0.40 (0.10) $ 50 52 $ $ $ 50 52 * Stock-based compensation, Amortization of Intangibles, Other also include Acquisition-Related and Restructuring Charges Note: Some figures may not add due to rounding 18 © 2015 Silver Spring Networks 400 (110) 290 182 (110) 40 7 119 45% 41% 50 52