Record $94.2 Million Non-GAAP Revenue

Record Non-GAAP Gross Profit Margin of 42%

Generated $21 Million in Operating Cash Flow

Silver Spring Networks, Inc. (NYSE: SSNI) today announced preliminary unaudited financial results for its third quarter and nine month period ended September 30, 2013.

Q3 Results

Non-GAAP revenue (billings) for the third quarter was $94.2 million, up 11% year-over-year, driven by new customer deployments. GAAP revenue was $72.5 million as compared to $39.6 million a year ago.

Non-GAAP gross profit margin was 42.0%, up from 31.4% a year ago, primarily due to a higher mix of higher margin revenue. GAAP gross profit margin was 32.0% as compared to 11.2% a year ago.

Non-GAAP net income was $9.7 million as compared with breakeven a year ago. GAAP net loss was $12.3 million as compared with a GAAP net loss of $26.9 million a year ago.

Silver Spring generated $21.1 million in operating cash flow during the quarter and ended the quarter with $143.4 million in cash and investments and no debt outstanding.

“I am pleased with our third quarter results, generating strong gross profit margins and cash flow, and we are on track to achieve our 2013 annual guidance with 18% growth,” said Scott Lang, Chairman, President, and Chief Executive Officer. “We are executing on our business model by delivering the most innovative technology and services to our clients.”

Business Highlights (through October 30, 2013, unless otherwise stated)

  • 17.5 million cumulative network endpoints delivered from inception through September 30, 2013 – up 17% from a year ago.
  • CPFL Energia in Brazil completes successful first phase of network and advanced metering deployment for industrial customers – first commercial scale smart grid deployment in Brazil driving significant energy and operational savings.
  • EDP Distribuição in Portugal expands network, advanced metering and distribution automation pilot – technology minimizing customer interruptions and enabling smarter integration of renewables.
  • Metrix partnership in New Zealand to network 37 thousand homes and businesses -- retailers now able to deliver comprehensive energy information to consumers in a disaggregated energy market.
  • Citelum partnership in Copenhagen – to establish a citywide network connecting 20 thousand street lights.
  • Sacramento Municipal Utility District renews managed services agreement for five years - helping drive greater operational efficiency, provide disaster recovery capability and deliver flexible and secure environments.

Year to Date Results

Non-GAAP revenue (billings) for the nine month period ended September 30, 2013, was $254.4 million, up 16% year-over-year, driven by growth in new customer deployments. GAAP revenue was $229.7 million as compared to $146.7 million a year ago.

Non-GAAP gross profit margin was 34.2%, as compared with 34.1% a year ago. GAAP gross profit margin was 35.5% as compared to 14.4% a year ago.

Non-GAAP net loss was $3.2 million as compared with a non-GAAP net loss of $6.3 million year ago. GAAP net loss was $67.2 million as compared with a GAAP net loss of $68.7 million a year ago. GAAP net loss includes non-cash charges of $42.1 million in connection with Silver Spring’s initial public offering.

Conference Call

Silver Spring will host a conference call today at 1:30 pm PT (4:30 pm ET) to review its results for the third quarter ended September 30, 2013 and its outlook for the future. During the course of this call, Silver Spring may also disclose material developments affecting its business and/or financial performance. Listeners may access the conference call live at 877-407-0832 (U.S.) or 201-689-8433 (International) or via webcast at http://ir.silverspringnet.com.

About Silver Spring Networks

Silver Spring Networks is a leading networking platform and solutions provider for smart energy networks. Silver Spring’s pioneering IPv6 networking platform, with 17.5 million Silver Spring enabled devices delivered, is connecting utilities to homes and business throughout the world with the goal of achieving greater energy efficiency for the planet. Silver Spring’s innovative solutions enable utilities to gain operational efficiencies, improve grid reliability, and empower consumers to monitor and manage energy consumption. Silver Spring Networks’ customers include major utilities around the globe such as Baltimore Gas & Electric, CitiPower & Powercor, Commonwealth Edison, CPS Energy, Florida Power & Light, Jemena Electricity Networks Limited, Pacific Gas & Electric, Pepco Holdings, Progress Energy, and Singapore Power, among others. To learn more, please visit www.silverspringnet.com.

Non-GAAP 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 (billings), cost of non-GAAP revenue (billings), non-GAAP gross profit (loss), non-GAAP operating loss, non-GAAP net loss, non-GAAP earnings (loss) per share, and adjusted EBITDA, in addition to other financial measures presented in accordance with GAAP. Silver Spring believes that these non-GAAP 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. These 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), operating loss, net loss, loss per share or any other performance measure derived in accordance with GAAP. Silver Spring may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures it uses.

Non-GAAP revenue (billings) 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 GAAP 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 billings by adding revenue to the change in deferred revenue in a given period.

Cost of non-GAAP revenue (billings) represents the cost associated with products and services that have been delivered to the customer, excluding stock-based compensation and amortization of intangibles. 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 non-GAAP cost of revenue by adding cost of revenue to the change in deferred cost of revenue, less stock-based compensation and amortization of intangibles 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 operating income (loss) represents operating loss adjusted for non-GAAP revenue (billings) and cost of non-GAAP revenue (billings) and excludes expenses related to the amortization of intangible assets, legal settlements, and stock-based compensation.

Non-GAAP net income (loss) represents net loss adjusted for non-GAAP revenue and cost of non-GAAP revenue, and excludes expenses related to the amortization of intangible assets, legal settlements, stock-based compensation, changes in fair value of preferred stock warrant liabilities and embedded derivatives, and loss on extinguishment of promissory notes.

Non-GAAP earnings (loss) per share represents non-GAAP net loss divided by weighted average shares outstanding for the period.

Adjusted EBITDA is net loss adjusted for changes in deferred revenue and deferred cost of revenue, other (income) expense, net, provision for income taxes, depreciation and amortization, stock-based compensation and certain other items management believes affect the comparability of operating results.

Forward-Looking Statements

This press release 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. Statements including words such as "anticipate", "believe", "estimate" or "expect" and statements in the future tense 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: 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 risks related to new product introductions and innovation; 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; dependence on a limited number of key suppliers and customers; competition, particularly from larger companies with more resources than Silver Spring; risks related to retention of management; 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 press release reflect Silver Spring’s expectations as of October 30, 2013. Silver Spring undertakes no obligation, and expressly disclaims any obligation, to update any forward-looking statements in this press release in light of new information or future events. In addition, the preliminary financial results set forth in this press release 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 fiscal quarter ended September 30, 2013. Silver Spring assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the fiscal quarter ended September 30, 2013.

  SILVER SPRING NETWORKSUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)         Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2013 2012 2013 2012 Revenue: Product revenue $ 56,650 $ 30,394 $ 146,366 $ 122,292 Service revenue   15,831     9,234     83,328     24,374   Net revenue 72,481 39,628 229,694 146,666   Cost of revenue: Product cost of revenue 34,844 22,846 100,152 88,358 Service cost of revenue   14,411     12,348     47,932     37,137   Total cost of revenue 49,255 35,194 148,084 125,495   Gross profit 23,226 4,434 81,610 21,171   Operating expenses: Research and development 16,980 15,480 60,851 46,872 Sales and marketing 7,424 6,822 26,514 21,732 General and administrative   10,937     6,599     35,952     21,024   Total operating expenses

35,341

28,901

123,317

89,628

  Operating income (loss) (12,115 ) (24,467 ) (41,707 ) (68,457 )   Other income (expense) Interest expense (54 ) (1,198 ) (1,290 ) (3,351 ) Conversion of promissory notes and remeasurement of warrants and derivatives   -     (830 )   (23,676 )   3,570   Other income (expense), net

(54

)

(2,028

)

(24,966

)

219

  Income (loss) before provision for income taxes (12,169 ) (26,495 ) (66,673 ) (68,238 )   Provision for income taxes   100     373     492     469   Net income (loss) $ (12,269 ) $ (26,868 ) $ (67,165 ) $ (68,707 ) Deemed dividend to convertible preferred stockholders   -  

-

    (105,000 )   -   Net income (loss) attributable to common stockholders $ (12,269 ) $ (26,868 ) $ (172,165 ) $ (68,707 )   Net income (loss) per share Basic net income (loss) per share attributable to common stockholders $ (0.26 ) $ (7.30 ) $ (4.96 ) $ (18.75 ) Diluted net income (loss) per share attributable to common stockholders $ (0.26 ) $ (7.30 ) $ (4.96 ) $ (18.75 )   Weighted average number of shares used in computation Basic 46,729 3,682 34,733 3,664 Diluted 46,729 3,682 34,733 3,664   Non-GAAP results (in thousands, except per share data) The following tables reconcile the Company's net income (loss) and income (loss) per share as presented in its unaudited Condensed Consolidated Statements of Operations and prepared in accordance with GAAP to its non-GAAP net income (loss) and non-GAAP income (loss) per share.   Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2013 2012 2013 2012 Net income (loss) $ (12,269 ) $ (26,868 ) $ (67,165 ) $ (68,707 ) Change in deferred revenue, net of foreign currency translation 21,735 45,593 24,744 72,091 Change in deferred cost of revenue, net of foreign currency translation (6,842 ) (23,858 ) (30,028 ) (20,867 ) Amortization of intangibles in cost of revenue 48 48 144 144 Conversion of promissory notes and remeasurement of warrants and derivatives - 830 23,676 (3,570 ) Convertible notes accretion / interest - 1,069 935 2,787 Stock-based compensation 6,990 3,217 44,503 11,823   Non-GAAP net income (loss) $ 9,662 $ 31 $ (3,191 ) $ (6,299 )   Non-GAAP income (loss) per share Basic $ 0.21 $ 0.01 $ (0.09 ) $ (1.72 ) Diluted $ 0.19 $ 0.00 $ (0.09 ) $ (1.72 )   Weighted average number of shares used in computation Basic 46,729 3,682 34,733 3,664 Diluted 49,620 29,556 34,733 3,664   SILVER SPRING NETWORKS, INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except par values)     September 30,2013 December 31,2012 (a) ASSETS Current assets: Cash and cash equivalents $ 81,865 $ 72,646 Short-term investments 61,566 - Accounts receivable 59,587 56,528 Inventory 6,997 7,731 Deferred cost of revenue 65,869 45,298 Prepaid expenses and other current assets   5,615     3,456   Total current assets 281,499 185,659   Property and equipment, net 12,857 12,701 Deferred cost of revenue, non-current 209,232 199,865 Deferred tax assets, non-current 8,075 8,265 Other long-term assets 2,275 11,254     TOTAL ASSETS $ 513,938   $ 417,744     LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 26,323 $ 28,104 Accrued liabilities 19,156 14,831 Deferred revenue 149,990 89,838 Current portion of capital lease obligations 1,760 1,647 Deferred tax liability   7,950     7,897     Total current liabilities 205,179 142,317   Deferred revenue, non-current 382,556 418,218 Preferred stock warrant liability - 11,261 Convertible promissory notes and embedded derivatives - 56,319 Other liabilities 15,138 18,412   Convertible preferred stock: $0.001 par value; no shares authorized, issued and outstanding, and aggregate liquidation preference of $0 as of September 30, 2013; 26,072 shares authorized, 22,366 shares issued and outstanding, and aggregate liquidation preference of $381,338 as of December 31, 2012 - 270,725   Stockholders’ equity (deficit): Preferred stock, $0.001 par value, 10,000 shares authorized and no shares issued or outstanding as of September 30, 2013; no shares authorized, issued or outstanding,as of December 31, 2012 - -   Common stock, $0.001 par value; 1,000,000 shares authorized, 46,933 shares issued and outstanding as of September 30, 2013; 80,000 shares authorized and 3,764 shares issued and outstanding as of December 31, 2012 46 4   Additional paid-in capital 528,598 51,078 Accumulated other comprehensive income (loss) 40 (136 ) Accumulated deficit   (617,619 )   (550,454 )   Total stockholders’ deficit (88,935 ) (499,508 )     TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT $ 513,938   $ 417,744     (a) Derived from audited consolidated financial statements   SILVER SPRING NETWORKSUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW(In thousands)         Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2013 2012 2013 2012   OPERATING ACTIVITIES   Net income (loss) $ (12,269 ) $ (26,868 ) $ (67,165 ) $ (68,707 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,624 1,815 4,990 5,459 Stock-based compensation 6,990 3,217 44,503 11,823 Conversion of promissory notes and remeasurement of warrants and derivatives - 830 23,676 (3,570 ) Other non-cash adjustments 113 808 1,565 2,464 Changes in assets and liabilities: Accounts receivable 10,057 (14,077 ) (3,126 ) (30,833 ) Inventory 5,541 (2,421 ) 534 (5,676 ) Prepaid expenses and other current assets 939 823 (2,248 ) 447 Deferred cost of revenue (6,865 ) (23,858 ) (29,938 ) (20,867 ) Other long-term assets 1,484 (902 ) 3,846 (2,356 ) Accounts payable (9,119 ) 4,120 (1,746 ) 7,330 Accrued liabilities 2,917 (1,382 ) 2,379 (3,053 ) Customer deposits (1 ) (146 ) (247 ) (6,954 ) Deferred revenue 21,824 45,593 24,490 72,091 Other liabilities   (2,104 )   2,249     (3,343 )   4,122   Net cash provided by (used in) operating activities   21,131     (10,199 )   (1,830 )   (38,280 )   INVESTING ACTIVITIES   Decrease in restricted cash - - - 140

Purchases of short-term investments

(61,451 ) - (61,451 ) - Purchases of property and equipment   (881 )   (1,116 )   (3,343 )   (4,249 ) Net cash used in investing activities   (62,332 )   (1,116 )   (64,794 )   (4,109 )   FINANCING ACTIVITIES   Payment upon termination of preferred stock warrants of a related party - - (12,000 ) - Proceeds from initial public offering, net of offering costs (233 ) - 84,472 - Proceeds from private placement of common stock with a related party - - 12,000 - Payments on capital lease obligations (541 ) (380 ) (1,485 ) (888 ) Proceeds from sale-leaseback transaction - - - 1,676 Proceeds from issuance of convertible notes, net of paid issuance costs - - - 28,993 Proceeds from issuance of common stock, net of repurchases 388 143 578 545 Taxes paid related to net share settlement of equity awards   (1,518 )   -     (7,722 )   -   Net cash provided by (used in) financing activities   (1,904 )   (237 )   75,843     30,326     Net increase (decrease) in cash and cash equivalents (43,105 ) (11,552 ) 9,219 (12,063 ) Cash and cash equivalents - beginning of period   124,970     71,176     72,646     71,687   Cash and cash equivalents - end of period $ 81,865   $ 59,624   $ 81,865   $ 59,624     SILVER SPRING NETWORKS, INC.UNAUDITED RECONCILIATION OF NET REVENUE BETWEEN GAAP AND NON-GAAP(in thousands, except percentages)            

TYPE

Q3CY12   Q4CY12   Q1CY13   Q2CY13   Q3CY13   YoY%Change GAAP net revenue Product net revenue $ 30,394 $ 40,332 $ 41,720 $ 47,996 $ 56,650 86 % Service net revenue Managed services and SaaS 4,756 4,018 4,559 37,508 9,835 107 % Professional   4,478     5,721     7,424     18,006     5,996   34 % Total service net revenue $ 9,234   $ 9,739   $ 11,983   $ 55,514   $ 15,831   71 % Total GAAP net revenue $ 39,628   $ 50,071   $ 53,703   $ 103,510   $ 72,481   83 % % Product 77 % 81 % 78 % 46 % 78 % % Service 23 % 19 % 22 % 54 % 22 %   Change in deferred net revenue Change in deferred product revenue $ 37,545 $ 25,793 $ 14,702 $ 17,905 $ 16,017 Change in deferred service revenue Managed services and SaaS 3,555 6,441 3,825 (28,245 ) 16 Professional   4,493     3,271     1,541     (6,719 )   5,702   Total change in deferred service revenue   8,048     9,712     5,366     (34,964 )   5,718   Total change in deferred revenue $ 45,593 $ 35,505 $ 20,068 $ (17,059 ) $ 21,735   Non-GAAP revenue Product net revenue $ 67,939 $ 66,125 $ 56,422 $ 65,901 $ 72,667 7 % Service net revenue Managed services and SaaS 8,311 10,459 8,384 9,263 9,851 19 % Professional   8,971     8,992     8,965     11,287     11,698   30 % Total service net revenue $ 17,282   $ 19,451   $ 17,349   $ 20,550   $ 21,549   25 % Total non-GAAP net revenue $ 85,221   $ 85,576   $ 73,771   $ 86,451   $ 94,216   11 % % Product 80 % 77 % 76 % 76 % 77 % % Service 20 % 23 % 24 % 24 % 23 %  

SOLUTION

GAAP net revenue Advanced metering infrastructure $ 34,086 $ 46,250 $ 45,149 $ 97,598 $ 66,774 96 % Distribution automation and demand side management   5,542     3,821     8,554     5,912     5,707   3 % Total GAAP net revenue $ 39,628   $ 50,071   $ 53,703   $ 103,510   $ 72,481   83 % % Advanced metering infrastructure 86 % 92 % 84 % 94 % 92 % % Distribution automation and demand side management 14 % 8 % 16 % 6 % 8 %   Change in deferred net revenue Advanced metering infrastructure $ 44,880 $ 32,208 $ 23,219 $ (21,380 ) $ 19,244 Distribution automation and demand side management   713     3,297     (3,151 )   4,321     2,491   Total change in deferred net revenue $ 45,593 $ 35,505 $ 20,068 $ (17,059 ) $ 21,735   Non-GAAP net revenue Advanced metering infrastructure $ 78,966 $ 78,458 $ 68,368 $ 76,218 $ 86,018 9 % Distribution automation and demand side management   6,255     7,118     5,403     10,233     8,198   31 % Total Non-GAAP net revenue $ 85,221   $ 85,576   $ 73,771   $ 86,451   $ 94,216   11 % % Advanced metering infrastructure 93 % 92 % 93 % 88 % 91 % % Distribution automation and demand side management 7 % 8 % 7 % 12 % 9 %  

GEOGRAPHY

GAAP net revenue United States $ 35,110 $ 46,421 $ 50,747 $ 94,516 $ 68,562 95 % International 4,518 3,650 2,956 8,994 3,919 -13 %           Total GAAP net revenue $ 39,628   $ 50,071   $ 53,703   $ 103,510   $ 72,481   83 %   % United States 89 % 93 % 94 % 91 % 95 % % International 11 % 7 % 6 % 9 % 5 %   Change in deferred net revenue United States $ 38,325 $ 21,927 $ 8,839 $ (21,032 ) $ 15,289 International 7,268 13,578 11,229 3,973 6,446           Total change in deferred net revenue $ 45,593 $ 35,505 $ 20,068 $ (17,059 ) $ 21,735   Non-GAAP net revenue United States $ 73,435 $ 68,348 $ 59,586 $ 73,484 $ 83,851 14 % International 11,786 17,228 14,185 12,967 10,365 -12 %           Total non-GAAP net revenue $ 85,221   $ 85,576   $ 73,771   $ 86,451   $ 94,216   11 %   % United States 86 % 80 % 81 % 85 % 89 % % International 14 % 20 % 19 % 15 % 11 %   SILVER SPRING NETWORKS, INC.UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION(in thousands, except percentages and headcount)             Q3CY12   Q4CY12   Q1CY13   Q2CY13   Q3CY13   YoY%Change   CASH FLOW DATA Operating cash flow $ (10,199 ) $ 14,002 $ (8,913 ) $ (14,048 ) $ 21,131 307 % Operating cash flow - TTM (43,330 ) (24,278 ) (19,847 ) (19,158 ) 12,172 128 %   BALANCE SHEET DATA Cash, cash equivalents and short-term investments $ 59,624 $ 72,646 $ 142,354 $ 124,970 $ 143,431 141 % Deferred net revenue End of quarter 472,551 508,056 528,176 510,722 532,546 Less: Beginning of quarter (426,958 ) (472,551 ) (508,056 ) (528,176 ) (510,722 ) Foreign currency translation adjustment   -     -     (52 )   395     (89 ) Change in deferred net revenue, net of foreign currency translation $ 45,593   $ 35,505   $ 20,068   $ (17,059 ) $ 21,735   Deferred cost of revenue End of quarter 227,170 245,163 260,572 268,236 275,101 Less: Beginning of quarter (203,312 ) (227,170 ) (245,163 ) (260,572 ) (268,236 ) Foreign currency translation adjustment   -     -     14     99     (23 ) Change in deferred cost of revenue, net of foreign currency translation $ 23,858   $ 17,993   $ 15,423   $ 7,763   $ 6,842     STOCK-BASED COMPENSATION Cost of goods sold $ 521 $ 560 $ 6,724 $ 2,531 $ 1,376 164 % Research and development 876 934 9,544 3,607 1,905 117 % Sales and marketing 632 550 3,346 1,526 950 50 % General and administrative   1,188     1,225     7,054     3,181     2,759   132 % Total $ 3,217   $ 3,269   $ 26,668   $ 10,845   $ 6,990   117 %   EMPLOYEES 570 566 572 589 608 7 %   HOMES & BUSINESSES Cumulative network endpoints delivered* 14,967 15,781 16,507 17,008 17,509 17 % *Endpoints refer to communication modules in electric meters   SILVER SPRING NETWORKSUNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES(In thousands, except per share data and percentages)             Q3CY12   Q4CY12   Q1CY13   Q2CY13   Q3CY13   YOY %Change QUARTERLY RECONCILIATION OF RESULTS   Net revenue GAAP net revenue $ 39,628 $ 50,071 $ 53,703 $ 103,510 $ 72,481 83 % Change in deferred revenue, net of foreign currency translation   45,593     35,505     20,068     (17,059 )   21,735   Non-GAAP net revenue $ 85,221   $ 85,576   $ 73,771   $ 86,451   $ 94,216   11 %   Gross profit GAAP gross profit $ 4,434 $ 10,548 $ 10,134 $ 48,250 $ 23,226 424 % Change in deferred revenue, net of foreign currency translation 45,593 35,505 20,068 (17,059 ) 21,735 Change in deferred cost of revenue, net of foreign currency translation (23,858 ) (17,993 ) (15,423 ) (7,763 ) (6,842 ) Amortization of intangibles in cost of revenue 48 48 48 48 48 Stock-based compensation   521     560     6,724     2,531     1,376   Non-GAAP gross profit $ 26,738   $ 28,668   $ 21,551   $ 26,007   $ 39,543   48 % GAAP gross margin % (as a % of GAAP net revenue) 11 % 21 % 19 % 47 % 32 % Non-GAAP gross margin % (as a % of non-GAAP net revenue) 31 % 34 % 29 % 30 % 42 %   Operating income (loss) GAAP operating income (loss) $ (24,467 ) $ (20,187 ) $ (39,574 ) $ 9,982 $ (12,115 ) 50 % Change in deferred revenue, net of foreign currency translation 45,593

 

35,505 20,068 (17,059 ) 21,735 Change in deferred cost of revenue, net of foreign currency translation (23,858 )

 

(17,993 )

 

(15,423 ) (7,763 ) (6,842 ) Amortization of intangibles in cost of revenue 48 48 48 48 48 Stock-based compensation   3,217     3,269     26,668     10,845     6,990   Non-GAAP operating income (loss) $ 533   $ 642   $ (8,213 ) $ (3,947 ) $ 9,816   1742 % GAAP operating margin % (as a % of GAAP revenue) -62 % -40 % -74 % 10 % -17 % Non-GAAP operating margin % (as a % of non-GAAP net revenue) 1 % 1 % -11 % -5 % 10 %   Adjusted EBITDA GAAP net income (loss) $ (26,868 ) $ (21,010 ) $ (64,366 ) $ 9,470 $ (12,269 ) 54 % Change in deferred revenue, net of foreign currency translation 45,593 35,505 20,068 (17,059 ) 21,735 Change in deferred cost of revenue, net of foreign currency translation (23,858 ) (17,993 ) (15,423 ) (7,763 ) (6,842 ) Other (income) expense, net 2,028 902 24,728 184 54 Provision for income taxes 373 (79 ) 64 328 100 Depreciation and amortization 1,815 1,796 1,677 1,689 1,624 Stock-based compensation   3,217     3,269     26,668     10,845     6,990   Adjusted EBITDA $ 2,300   $ 2,390   $ (6,584 ) $ (2,306 ) $ 11,392   395 %   Net income (loss) GAAP net income (loss) $ (26,868 ) $ (21,010 ) $ (64,366 ) $ 9,470 $ (12,269 ) 54 % Change in deferred revenue, net of foreign currency translation 45,593 35,505 20,068 (17,059 ) 21,735 Change in deferred cost of revenue, net of foreign currency translation (23,858 ) (17,993 ) (15,423 ) (7,763 ) (6,842 ) Amortization of intangibles in cost of revenue 48 48 48 48 48 Convertible notes accretion / interest 1,069 1,081 935 - - Conversion of promissory notes and remeasurement of warrants and derivatives 830 (308 ) 23,676 - - Stock-based compensation   3,217     3,269     26,668     10,845     6,990   Non-GAAP net income (loss) $ 31   $ 592   $ (8,394 ) $ (4,459 ) $ 9,662   31068 % GAAP net margin % (as a % of GAAP revenue) -68 % -42 % -120 % 9 % -17 % Non-GAAP net margin % (as a % of non-GAAP net revenue) 0 % 1 % -11 % -5 % 10 %   GAAP income (loss) per share Basic $ (7.30 ) $ (5.65 ) $

(16.18

)*

 

$ 0.20 $ (0.26 ) Diluted $ (7.30 ) $ (5.65 ) $ (16.18

)*

 

$ 0.19 $ (0.26 ) Weighted average number of shares used in computation Basic 3,682 3,720 10,469 46,599 46,729 Diluted 3,682 3,720 10,469 48,995 46,729 * GAAP income (loss) per share is based on net loss attributable to common stockholders   Non-GAAP income (loss) per share Basic $ 0.01 $ 0.16 $ (0.80 ) $ (0.10 ) $ 0.21 Diluted $ 0.00 $ 0.02 $ (0.80 ) $ (0.10 ) $ 0.19 Weighted average number of shares used in computation Basic 3,682 3,720 10,469 46,599 46,729 Diluted 29,556 29,394 10,469 46,599 49,620

Silver Spring Networks, Inc.Tricia Gugler, 650-839-4504Investor Relationstgugler@silverspringnet.comNoel Hartzell, 650-839-4184Global Communicationsnhartzell@silverspringnet.com

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