Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | SYNCHRONOSS TECHNOLOGIES INC | |
Entity Central Index Key | 1,131,554 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,135,189 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 111,028 | $ 147,634 | |
Marketable securities | 62,274 | 66,357 | |
Accounts receivable, net of allowance for doubtful accounts of $1,508 and $3,029 at June 30, 2016 and December 31, 2015, respectively | 162,386 | 143,692 | |
Prepaid expenses and other assets | 49,947 | 49,262 | |
Total current assets | 385,635 | 406,945 | |
Marketable securities | 13,949 | 19,635 | |
Property and equipment, net | 167,135 | 168,280 | |
Goodwill | 317,586 | 221,271 | |
Intangible assets, net | 222,045 | 174,322 | |
Deferred tax assets | 1,902 | 3,560 | |
Other assets | 14,780 | 16,215 | |
Total assets | 1,123,032 | 1,010,228 | |
Current liabilities: | |||
Accounts payable | 35,150 | 26,038 | |
Accrued expenses | 52,534 | 45,819 | |
Deferred revenues | 28,009 | 8,323 | |
Contingent consideration obligation | 7,657 | ||
Short term debt | 47,000 | ||
Total current liabilities | 170,350 | 80,180 | |
Lease financing obligation - long-term | 13,623 | 13,343 | |
Contingent consideration obligation - long-term | 930 | ||
Convertible debt | 225,585 | 224,878 | |
Deferred tax liability (1) | [1] | 29,716 | 16,404 |
Other liabilities | 22,545 | 3,227 | |
Redeemable noncontrolling interest | 55,459 | 61,452 | |
Stockholders' equity: | |||
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding at June 30, 2016 and December 31, 2015 | |||
Common stock, $0.0001 par value; 100,000 shares authorized, 49,132 and 48,084 shares issued; 45,079 and 44,405 outstanding at June 30, 2016 and December 31, 2015, respectively | 4 | 4 | |
Treasury stock, at cost (4,053 and 3,679 shares at June 30, 2016 and December 31, 2015, respectively) | (95,812) | (65,651) | |
Additional paid-in capital (1) | [1] | 547,970 | 512,802 |
Accumulated other comprehensive loss | (34,880) | (38,684) | |
Retained earnings (1) | [1] | 188,472 | 201,343 |
Total stockholders' equity | 605,754 | 609,814 | |
Total liabilities and stockholders' equity | $ 1,123,032 | $ 1,010,228 | |
[1] | See Note 2 for discussion of the adoption of ASU 2016-09. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,508 | $ 3,029 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 49,132,000 | 48,084,000 |
Common stock, shares outstanding | 45,079,000 | 44,405,000 |
Treasury stock, shares | 4,053,000 | 3,679,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | |||||
Net revenues | $ 157,551 | $ 137,820 | $ 300,237 | $ 270,746 | |
Costs and expenses: | |||||
Cost of services* | [1] | 71,468 | 54,920 | 139,774 | 108,575 |
Research and development | 26,170 | 22,462 | 50,267 | 44,486 | |
Selling, general and administrative | 30,618 | 18,717 | 58,199 | 39,600 | |
Net change in contingent consideration obligation | 6,386 | 6,727 | |||
Restructuring charges | 1,191 | 1,451 | 4,162 | 4,691 | |
Depreciation and amortization | 25,262 | 16,632 | 49,317 | 31,467 | |
Total costs and expenses | 161,095 | 114,182 | 308,446 | 228,819 | |
(Loss) income from operations | (3,544) | 23,638 | (8,209) | 41,927 | |
Interest income | 591 | 471 | 1,221 | 937 | |
Interest expense | (1,834) | (1,418) | (3,410) | (2,760) | |
Other income (expense), net | 865 | 415 | (19) | 429 | |
(Loss) income before income tax expense | (3,922) | 23,106 | (10,417) | 40,533 | |
Income tax expense (1) | [2] | (3,381) | (7,952) | (7,969) | (14,818) |
Net (loss) income | (7,303) | 15,154 | (18,386) | 25,715 | |
Net loss attributable to noncontrolling interests | (2,864) | (5,993) | |||
Net (loss) income attributable to Synchronoss | $ (4,439) | $ 15,154 | $ (12,393) | $ 25,715 | |
Net (loss) income per common share attributable to Synchronoss | |||||
Basic (in dollars per share) | $ (0.10) | $ 0.36 | $ (0.29) | $ 0.61 | |
Diluted (in dollars per share) | $ (0.10) | $ 0.33 | $ (0.29) | $ 0.56 | |
Weighted-average common shares outstanding: | |||||
Basic (in shares) | 43,450 | 41,870 | 43,449 | 41,898 | |
Diluted (in shares) | 43,450 | 47,271 | 43,449 | 47,371 | |
Comprehensive (loss) income attributable to Synchronoss | $ (10,061) | $ 21,934 | $ (8,589) | $ 13,027 | |
[1] | Cost of services excludes depreciation and amortization which is shown separately. | ||||
[2] | See Note 2 for discussion of the adoption of ASU 2016-09. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Operating activities: | |||
Net (loss) income | $ (18,386) | $ 25,715 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 49,317 | 31,467 | |
Amortization of debt issuance costs | 750 | 750 | |
Loss on disposals | 68 | ||
Amortization of bond premium | 754 | 756 | |
Deferred income taxes | 5,980 | 2,065 | |
Non-cash interest on leased facility | 458 | 464 | |
Stock-based compensation | 16,426 | 13,087 | |
Contingent consideration obligation | 6,727 | (1,532) | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net of allowance for doubtful accounts | (18,170) | (19,758) | |
Prepaid expenses and other current assets (1) | [1] | 2,948 | (4,749) |
Other assets | 2,580 | (282) | |
Accounts payable | 51 | 2,869 | |
Accrued expenses (1) | [1] | 1,110 | 8,947 |
Other liabilities | (6,811) | (172) | |
Deferred revenues | 30,388 | 2,882 | |
Net cash provided by operating activities | 74,190 | 62,509 | |
Investing activities: | |||
Purchases of fixed assets | (26,864) | (34,947) | |
Purchases of marketable securities available-for-sale | (11,592) | (72,015) | |
Sales and maturities of marketable securities available-for-sale | 20,567 | 52,375 | |
Business acquired, net of cash | (98,428) | (59,481) | |
Net cash used in investing activities | (116,317) | (114,068) | |
Financing activities: | |||
Proceeds from the exercise of stock options | 4,945 | 11,828 | |
Taxes paid on withholding shares (1) | [1] | (5,380) | (16,844) |
Payments on contingent consideration obligation | (4,468) | ||
Borrowings on revolving line of credit | 50,000 | ||
Repayment of revolving line of credit | (3,000) | ||
Repurchases of common stock | (40,025) | ||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 955 | 975 | |
Repayments of capital obligations | (1,484) | (564) | |
Net cash provided by (used in) financing activities | 6,011 | (9,073) | |
Effect of exchange rate changes on cash | (490) | 718 | |
Net decrease in cash and cash equivalents | (36,606) | (59,914) | |
Cash and cash equivalents at beginning of period | 147,634 | 235,967 | |
Cash and cash equivalents at end of period | 111,028 | 176,053 | |
Supplemental disclosures of cash flow information: | |||
Issuance of common stock in connection with Openwave acquisition | 22,000 | ||
Cash paid for interest | 1,355 | 698 | |
Cash paid for income taxes | $ 3,208 | $ 13,657 | |
[1] | See Note 2 for discussion of the adoption of ASU 2016-09. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Description of Business | |
Description of Business | 1. Description of Business Synchronoss Technologies, Inc. (the “Company” or “Synchronoss”) is a leading innovator of cloud solutions, software-based activation, secure mobility, identity management and secure messaging for mobile carriers, enterprises, retailers and OEMs across the globe. Synchronoss’ software provides innovative service provider and enterprise solutions that drive billions of transactions on a wide range of connected devices across the world’s leading networks. The Company’s solutions include: activation and provisioning software for devices and services, cloud-based sync, backup, storage and content engagement capabilities, broadband connectivity solutions, analytics, white label messaging, identity/access management and secure mobility management that enable communications service providers (CSPs), cable operators/multi-services operators (MSOs) and original equipment manufacturers (OEMs) with embedded connectivity (e.g. smartphones, laptops, tablets and mobile Internet devices (MIDs), such as automobiles, wearables for personal health and wellness, and connected homes), multi-channel retailers, medium and large enterprises and their consumers as well as other customers to accelerate and monetize value-add services for secure and broadband networks and connected devices. Synchronoss’ Activation Software, Synchronoss Personal Cloud™ and Enterprise products and platforms provide end-to-end seamless integration between customer-facing channels/applications, communication services, or devices and “back-office” infrastructure-related systems and processes. The Company’s customers rely on the Company’s solutions and technology to automate the process of activation and content and settings management for their subscribers’ devices while delivering additional communication services. The Synchronoss Activation solution orchestrates the complex and different back-end systems of communication service providers to provide a best-in-class ordering system by orchestrating the workflow and consolidated automated customer care services. This allows CSPs using the Company’s platforms to realize the full benefits of their offerings. The platforms also support, among other automated transaction areas, credit card billing, inventory management, and trouble ticketing. In addition to this, the platform supports the physical transactions involved in customer activation and service such as managing access service requests, local service requests, local number portability, and directory listings. The Synchronoss Personal Cloud™ solution seamlessly transfers content from an old device to a new device, syncs, backs up and connects consumer’s content from multiple smart devices to the Company’s cloud platform. This allows carrier customers to protect and manage their growing cache of personally generated, mobile content over long periods of time. The Synchronoss Enterprise solutions support an advanced mobility digital experience for businesses and consumers for accessing and protecting their information. The Company’s identity and access management platform helps consumers and business users to securely authenticate access to online websites to conduct e-commerce transactions or access important data. The secure mobility platforms help users safely and securely store and share important data. The solutions are based on understanding assumptions on the behaviors of individuals through the capture of who they are, what they are doing and how, where and when they are doing it. This allows the Company’s platforms to help reduce fraud, improve cybersecurity detection/prevention and overall productivity. The identity and access solution supports both consumers by allowing them to self-register and verify their identity, while providing non-intrusive multi-factor authentication and businesses the ability to be sure the correct person is doing the transaction. The secure mobility solution combines the identity platform with a “bring your own device” (BYOD) platform that is based on a secure container for accessing data, applications, content and personal information management tools like email, calendar, messaging and notes. Synchronoss Messaging is a white label messaging platform for service providers and offers a full range of deployment options including full integration with on premise systems, hybrid deployment support for optimal mix of technologies and protecting existing investments, and full cloud deployment for both SaaS and hosted models. Synchronoss Messaging features a distributed systems management console (messaging security, administration console for user and domain provisioning and management, integration with Nagios for monitoring and alerts) with support for smartphones, tablets and connected devices (support for leading protocols including iCal, CalDAV, CardDAV, EAS, IMAP/IDLE), Native Mobile App for iOS and Android for mail, contacts, calendar and task management. Synchronoss’ products and platforms are designed to be carrier-grade, highly available, flexible and scalable to enable multiple converged communication services to be managed across multiple distribution channels including e-commerce, m-commerce, telesales, customer stores, indirect and other retail outlets allowing Synchronoss to meet the rapidly changing and converging services and connected devices offered by the Company’s customers. The Company’s products, platforms and solutions enable its Enterprise customers to acquire, retain and service subscribers quickly, reliably and cost-effectively with white label and custom-branded solutions. Customers can simplify the processes associated with managing the customer experience for procuring, activating, connecting, backing-up, synchronizing and enterprise-wide sharing/collaboration with connected devices and contents from these devices and associated services. The extensibility, scalability, reliability and relevance of the Company’s platforms enable new revenue streams and retention opportunities for the Company’s customers through new subscriber acquisitions, sale of new devices, accessories and new value-added service offerings in the Cloud, while optimizing their cost of operations and enhancing customer experience. Synchronoss currently operates in and markets its solutions and services directly through its sales organizations in North America, Europe and Asia-Pacific. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and Consolidation | |
Basis of Presentation and Consolidation | 2 . Basis of Presentation and Consolid ation The condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes in the Annual Report of Synchronoss Technologies, Inc. incorporated by reference in the Company's annual report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated financial statements include the accounts of the Company, its wholly ‑ owned subsidiaries, variable interest entities (VIE) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. All material intercompany transactions and accounts are eliminated in consolidation. The results reported in these consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain amounts from the prior year’s financial statements have been reclassified to conform to the current year’s presentation. For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015 . Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The ASU is effective for public companies in annual periods beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted beginning after December 15, 2018 and interim periods within those years. The Company is currently evaluating the impact of adoption on its condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (ASU 2014-15). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the guidance in determining revenue recognition as principal versus agent. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which provides guidance in accounting for immaterial performance obligations and shipping and handling. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients” which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. This ASU also provides a practical expedient for contract modifications. The new standards are effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the effect that these ASUs will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the full effect of these standards on its ongoing financial reporting. Impact of New Accounting Pronouncements In March, 2016, the FASB released Accounting Standards Update (“ASU”) 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments may significantly impact net income, earnings per share, and the statement of cash flows. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company elected to early adopt this standard in the second quarter ended June 30, 2016 . ASU 2016-09 eliminates the requirement to estimate and apply a forfeiture rate to reduce stock compensation expense during the vesting period and, instead, account for forfeitures as they occur. ASU 2016-09 requires that this change be adopted using the modified retrospective approach. As such, the Company recorded a cumulative-effect adjustment of $959 thousand to adjust retained earnings. Under ASU 2016-09, excess tax benefits related to employee share-based payments are not reclassified from operating activities to financing activities in the statement of cash flows. The Company applied the effect of ASU 2016-09 to the presentation of excess tax benefits in the statement of cash flows, retrospectively. This change increased the net cash provided by operating activities and decreased net cash provided by financing activities by $3.9 million for the six months ended June 30, 2015. Under ASU 2016-09, cash paid when withholding shares for tax withholding purposes are classified as a financing activity in the statement of cash flows. ASU 2016-09 requires that this change be adopted retrospectively. The presentation requirements for cash flows related to employee taxes paid for withheld shares increased the net cash provided by operating activities and decreased net cash provided by financing activities by $16.8 million for the six months ended June 30, 2015. ASU 2016-09 eliminates additional paid in capital ("APIC") pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. This resulted in an increase in the effective tax rate for the three and six months ended June 30, 2016 of 13% and 9% , respectively. The ASU requires that this change be adopted prospectively. The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share for the three months ended June 30, 2016 . This increased the diluted weighted average common shares outstanding by 121,671 shares and 162,241 for the three and six months ended June 30, 2016, respectively. ASU 2016-09 eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before they can be recognized. Previously unrecognized deferred tax assets were recognized on a modified retrospective basis which resulted in a cumulative-effect adjustment to retained earnings of $481 thousand. Adoption of the new standard impacted previously reported quarterly results as follows: Three Months Ended March 31, 2016, As reported As adjusted Income statement: Provision for income taxes $ $ Cash flows statement: Net cash from operations $ $ Net cash used in financing Balance sheet: Deferred tax liability $ $ Additional paid-in capital Retained earnings The Company adopted ASU 2015-03, “Interest- Imputation of Interest (subtopic 835-30); Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associate with Line of Credit Arrangements, during the first quarter of 2016, concurrently. The adoption of these ASUs required the Company to reclassify its deferred financing costs associated with its Convertible Senior Notes from other assets to long-term debt on a retrospective basis. The Company's consolidated balance sheets included deferred financing costs of $4.4 million and $5.1 million as of June 30, 2016 and December 31, 2015, respectively, which were reclassified from other assets to long-term debt . The debt issuance costs associated with the Company's Credit Facility continue to be presented in other assets on the condensed consolidated balance sheets. |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Common Share | |
Earnings per Common Share | 3. Earnings per Common Share Basic earnings per share is calculated by using the weighted-average number of common shares outstanding during the period, excluding amounts associated with restricted shares. The diluted earnings per share calculation is based on the weighted-average number of shares of common stock outstanding adjusted for the number of additional shares that would have been outstanding had all potentially dilutive common shares been issued. Potentially dilutive shares of common stock include stock options, convertible debt and unvested restricted stock. The dilutive effects of stock options and restricted stock awards are based on the treasury stock method. The dilutive effect of the assumed conversion of convertible debt is determined using the if-converted method. The after-tax effect of interest expense related to the convertible securities is added back to net income (loss), and the convertible debt is assumed to have been converted into common shares at the beginning of the period. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) attributable to common stockholders per common share. For the three and six months ended June 30, 2016 , common stock options were excluded from the calculation of diluted earnings per share as their inclusion would be anti-dilutive. Stock options that are anti-dilutive and excluded from the following table totaled 459 thousand and 345 thousand for the three and six months ended June 30, 2015, respectively. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net (loss) income attributable to Synchronoss $ $ $ $ Income effect for interest on convertible debt, net of tax — — Numerator for diluted EPS- Income to common stockholders after assumed conversions $ $ $ $ Denominator: Weighted average common shares outstanding — basic Dilutive effect of: Shares from assumed conversion of convertible debt — — Options and unvested restricted shares — — Weighted average common shares outstanding — diluted |
Fair Value Measurements of Asse
Fair Value Measurements of Assets and Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements of Assets and Liabilities | |
Fair Value Measurements of Assets and Liabilities | 4. Fair Value Measurements of Assets and Liabilities The Company classifies marketable securities as available-for-sale. The fair value hierarchy established in the guidance adopted by the Company prioritizes the inputs used in valuation techniques into three levels as follows: · Level 1 – Observable inputs – quoted prices in active markets for identical assets and liabilities; · Level 2 – Observable inputs – other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and · Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. The following is a summary of assets, liabilities and redeemable noncontrolling interest and their related classifications under the fair value hierarchy: June 30, 2016 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents (A) $ $ $ — $ — Securities available-for-sale (B) — — Total assets $ $ $ $ — Liabilities Contingent consideration obligation $ $ — $ — $ Total liabilities $ $ — $ — $ Temporary Equity Redeemable noncontrolling interest (C) $ $ — $ — $ Total temporary equity $ $ — $ — $ December 31, 2015 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents (A) $ $ $ — $ — Securities available-for-sale (B) — — Total assets $ $ $ $ — Liabilities Contingent consideration obligation $ $ — $ — $ Total liabilities $ $ — $ — $ Temporary Equity Redeemable noncontrolling interest $ $ — $ — $ Total temporary equity $ $ — $ — $ (A) Cash and cash equivalents includes money market funds. (B) Securities available-for-sale include municipal bonds, commercial papers, certificates of deposit, enhanced income money market fund and corporate bonds which are classified as marketable securities. (C) As of June 30, 2016 , the carrying amount of the redeemable noncontrolling interest was greater than the fair value and accordingly no adjustment to the fair value was recorded. The Company utilizes the market approach to measure fair value for its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The Company's marketable securities investments classified as Level 2 primarily utilize broker quotes in a non-active market for valuation of these securities. No transfers of assets between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy occurred during the six months ended June 30, 2016 . Available-for-Sale Securities At June 30, 2016 and December 31, 2015 , the estimated fair value of investments classified as available for sale, are as follows: June 30, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: Certificates of deposit $ $ $ — $ Corporate bonds — Municipal bonds Fixed Income Fund — Total available-for-sale securities $ $ $ $ December 31, 2015 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: Certificates of deposit $ $ — $ $ Corporate bonds — Municipal bonds Fixed Income Fund — Total available-for-sale securities $ $ $ $ Unrealized gains and losses are reported as a component of accumulated other comprehensive loss in stockholders' equity. The cost of securities sold is based on the specific identification method. The Company evaluates investments with unrealized losses to determine if the losses are other than temporary. The Company has determined that the gross unrealized losses as of June 30, 2016 and December 31, 2015 are temporary. In making this determination, the Company considered the financial condition, credit ratings and near-term prospects of the issuers, the underlying collateral of the investments, and the magnitude of the losses as compared to the cost and the length of time the investments have been in an unrealized loss position. Additionally, while the Company classifies the securities as available-for-sale, the Company does not currently intend to sell such investments and it is more likely than not to recover the carrying value prior to being required to sell such investments. The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of June 30, 2016 , are as follows: June 30, 2016 Securities in unrealized loss position Securities in unrealized loss position less than 12 months greater than 12 months Total Gross Unrealized Fair Unrealized Fair unrealized Fair Losses Value Losses Value losses Value Corporate bonds $ $ $ — $ — $ $ Municipal bonds Fixed Income Fund — — $ $ $ $ $ $ The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2015 , are as follows: December 31, 2015 Securities in unrealized loss position Securities in unrealized loss position less than 12 months greater than 12 months Total Gross Unrealized Fair Unrealized Fair unrealized Fair Losses Value Losses Value losses Value Certificates of deposit $ $ $ — $ — $ $ Corporate bonds — — Municipal bonds Fixed Income Fund — — $ $ $ $ $ $ Expected maturities of available-for-sale securities are as follows: June 30, 2016 Amortized Fair Cost Value Due within one year $ $ Due after 1 year through 5 years Total available-for-sale securities $ $ Contingent Consideration The Company determined the fair value of the contingent consideration related to the acquisition of Razorsight using a real options approach which uses a risk-adjusted expected growth rate based on assessments of expected growth in revenue, adjusted by an appropriate factor. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration obligation are the probabilities of achieving certain financial targets and contractual milestones. Significant changes in any of those probabilities in isolation may result in a higher (lower) fair value measurement. The changes in fair value of the Company’s Level 3 contingent consideration obligation during the six months ended June 30, 2016 were as follows: Balance at December 31, 2015 $ Fair value adjustment to contingent consideration obligation included in net loss Balance at June 30, 2016 $ Redeemable Noncontrolling Interests The Company accounts for the redeemable noncontrolling interest at its fair value as temporary equity, due to the redemption option existing outside the control of the Company. The noncontrolling shareholders have the option, which is embedded in the noncontrolling interest, to require the Company to purchase the remaining noncontrolling share at a formula price designed to approximate fair value based on operating results of the entity. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount. As of June 30, 2016 , the carrying amount of the redeemable noncontrolling interest was greater than the fair value and accordingly no adjustment to the fair value was recorded. The fair value of the redeemable noncontrolling interest was estimated by applying an income approach using a discounted cash flow analysis. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value the redeemable noncontrolling interest could significantly increase or decrease the fair value estimates recorded in the condensed consolidated balance sheets. The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the six months ended June 30, 2016 were as follows: Balance at December 31, 2015 $ Fair value adjustment — Net loss attributable to redeemable noncontrolling interests Balance at June 30, 2016 $ |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2016 | |
Acquisition | |
Acquisition | 5. Acquisition Openwave Messaging, Inc. (“Openwave”) On March 1, 2016, the Company acquired all outstanding shares of Openwave for $124.5 million, net of working capital adjustments and liabilities assumed, comprised of $102.5 million paid in cash and $22 million paid in shares of the Company’s common stock, based upon the average market value of the common stock for the ten trading days prior to the acquisition date. Openwave’s product portfolio includes its core complete messaging platform optimized for today’s most complex messaging requirements worldwide with a particular geographic strength in Asia Pacific. With this acquisition and combined with Synchronoss’ current global footprint, Synchronoss will have increased direct access to subscribers around the world for the Synchronoss Personal Cloud™ platform and bolster the Company’s go-to-market efforts internationally. The Company determined the preliminary fair value of the net assets acquired as follows: Purchase Price Allocation Cash $ Prepaid expenses and other assets Property, Plant & Equipment Long term assets Intangible assets: Wtd. Avg. Tradename 1 year Technology 7 years Customer relationships 10 years Goodwill Total assets acquired Accounts payable and accrued liabilities Deferred revenues Long term liabilities Net assets acquired $ The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations and the assembled workforce acquired. The goodwill acquired is not deductible for tax purposes. Acquisition-related costs recognized during the si x months ended June 30, 2016 and 2015 including transaction costs such as legal, accounting, valuation and other professional services, were $2.3 million and $862 thousand , respectively and are included in the selling, general and administrative expenses on the condensed consolidated state ments of income. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Stock-Based Compensation The following table summarizes information about stock-based compensation: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options $ $ $ $ Restricted stock awards ESPP Plan Total stock-based compensation before taxes $ $ $ $ Tax benefit $ $ $ $ The total stock-based compensation cost related to unvested equity awards as of June 30, 2016 was approximately $ 82.9 million . The expense is expected to be recognized over a weighted-average period of approximately 2.83 years. Stock Options The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock options. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Expected stock price volatility % % % % Risk-free interest rate % % % % Expected life of options (in years) Expected dividend yield % % % % Weighted-average fair value (grant date) of the options $ $ $ $ The following table summarizes information about stock options outstanding as of June 30, 2016 : Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Options Options Exercise Price Term (Years) Value Outstanding at December 31, 2015 $ Options Granted Options Exercised Options Cancelled Outstanding at June 30, 2016 $ $ Vested at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ The below table summarizes additional information related to stock options: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total intrinsic value for stock options exercised $ $ $ $ Fair value of vested options Awards of Restricted Stock and Performance Stock A summary of the Company’s unvested restricted stock at June 30, 2016 , and changes during the six months ended June 30, 2016 , is presented below: Weighted- Average Number of Grant Date Non-Vested Restricted Stock Awards Fair Value Non-vested at December 31, 2015 $ Granted Vested Forfeited Non-vested at June 30, 2016 $ Employee Stock Purchase Plan On February 1, 2012, the Company established a ten year Employee Stock Purchase Plan (“ESPP” or “the Plan”) for certain eligible employees. The Plan is to be administered by the Company’s Board of Directors. The total number of shares available for purchase under the Plan is 500 thousand shares of the Company’s Common Stock. Employees participate over a six month period through payroll withholdings and may purchase, at the end of the six month period, the Company’s Common Stock at the lower of 85% of the fair market value on the first day of the offering period or the fair market value on the purchase date. No participant will be granted a right to purchase Common Stock under the Plan if such participant would own more than 5% of the total combined voting power of the Company. In addition, no participant may purchase more than a thousand shares of Common Stock within any purchase period. Treasury Stock On February 4, 2016, the Company's Board of Directors authorized a stock repurchase program to purchase up to $100 million of the Company's outstanding Common Stock. Under the program, the Company may purchase shares of its Common Stock in the open market, through block trades or otherwise at prices deemed appropriate by the Company. The timing and amount of repurchase transactions under the program will depend on available working capital and other factors as determined by the Board of Directors and management. As of June 30, 2016 , a total of 1.3 million shares have been purchased under the program for an aggregate purchase price of $40.0 million . The Company classifies Common Stock repurchased as Treasury Stock on its balance sheet. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss) | 7. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) was as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net (loss) income attributable to Synchronoss $ $ $ $ Translation adjustments Unrealized loss on securities, (net of tax) Net income on intra-entity foreign currency transactions, (net of tax) Total comprehensive (loss) income attributable to Synchronoss $ $ $ $ The changes in accumulated other comprehensive income (loss) during the six months ended June 30, 2016 , are as follows: Unrealized (Loss) Income on Unrealized Holding Intra-Entity Gains (Losses) on Foreign Foreign Currency Available-for-Sale Currency Transactions Securities Total Balance at December 31, 2015 $ $ $ $ Other comprehensive income (loss) Tax effect — Total comprehensive income (loss) Balance at June 30, 2016 $ $ $ $ |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangibles | |
Goodwill | 8. Goodwill and Intangibles Goodwill The Company records goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The changes in Goodwill during the six months ended June 30, 2016 are as follows: Balance at December 31, 2015 $ Acquisition Translation adjustments Balance at June 30, 2016 $ Other Intangible Assets Intangible assets consist primarily of trade names, technology, and customer lists and relationships. These intangible assets are amortized on the straight ‑ line method over the estimated useful life. Amortization expense for the six months ended June 30, 2016 and th e year ended December 31, 2015 was $23.5 million and $28.6 million , respectively. The Company’s intangible assets consist of the following: June 30, 2016 Accumulated Cost Amortization Net Trade name $ $ $ Technology Customer lists and relationships Capitalized software and patents Order Backlog — $ $ $ December 31, 2015 Accumulated Cost Amortization Net Trade name $ $ $ Technology Customer lists and relationships Capitalized software and patents Order Backlog — $ $ $ Estimated future amortization expense of its intangible assets for the next five years is as follows: Year ending December 31: 2016 $ 2017 2018 2019 2020 2021 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt | |
Debt | 9. Debt Credit Facility In September 2013, the Company entered into a Credit Agreement (the “Credit Facility”) with JP Morgan Chase Bank, N.A., as the administrative agent, Wells Fargo Bank, National Association, as the syndication agent and Capital One, National Association and KeyBank National Association, as co-documentation agents. The Credit Facility, which can be used for general corporate purposes, is a $100 million unsecured revolving line of credit that matures on September 27, 2018. The Company pays a commitment fee in the range of 25 to 35 basis points on the unused balance of the revolving credit facility under the Credit Agreement. Commitment fees totaled approximately $44 thousand and $88 thousand during the three months ended June 30, 2016 and 2015 , respectively and $118 thousand and $151 thousand during the six months ended June 30, 2016 and 2015 , respectively. Synchronoss has the right to request an increase in the aggregate principal amount of the Credit Facility to $150 million. On March 1, 2016, the Company borrowed $50 million under the Credit Facility to fund acquisitions and capital asset purchases. Interest on the borrowing was based upon LIBOR plus a 225 basis point margin. On June 9, 2016, the Company repaid $3 million of the outstanding borrowings under the Credit Facility. Interest expense on the borrowings totaled $392 thousand and $523 thousand during the three and six months ended June 30, 2016 , respectively. On July 7, 2016, the Company amended the Credit Facility. (See Note 12) The Credit Facility is subject to certain financial covenants. As of June 30, 2016 , the Company was in compliance with all required covenants. Convertible Senior Notes On August 12, 2014, the Company issued $230.0 million aggregate principal amount of its 0.75% Convertible Senior Notes due in 2019 (the “2019 Notes”). The 2019 Notes mature on August 15, 2019, and bear interest at a rate of 0.75% per annum payable semi-annually in arrears on February 15 and August 15 of each year. The Company accounted for the $230.0 million face value of the debt as a liability and capitalized approximately $7.1 million of financing fees, related to the issuance which are presented net of the face value of the Note on the balance sheet. The 2019 Notes are senior, unsecured obligations of the Company, and are convertible into shares of its common stock based on a conversion rate of 18.8072 shares per $1,000 principal amount of 2019 Notes which is equivalent to an initial conversion price of approximately $53.17 per share. The Company will satisfy any conversion of the 2019 Notes with shares of the Company’s common stock. The 2019 Notes are convertible at the note holders’ option prior to their maturity and if specified corporate transactions occur. The issue price of the 2019 Notes was equal to their face amount. Holders of the 2019 Notes who convert their notes in connection with a qualifying fundamental change, as defined in the related indenture, may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, following the occurrence of a fundamental change, holders may require that the Company repurchase some or all of the 2019 Notes for cash at a repurchase price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. As of June 30, 2016 , none of these conditions existed with respect to the 2019 Notes and as a result, the 2019 Notes are classified as long term. The 2019 Notes are the Company’s direct senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future unsecured and unsubordinated indebtedness. At June 30, 2016 , the carrying amount of the liability was $225.6 million and the outstanding principal of the 2019 Notes was $230.0 million, with an effective interest rate of approximately 1.36% . The fair value of the 2019 Notes was $230.3 million at June 30, 2016 . The fair value of the liability of the 2019 Notes was determined using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair-value hierarchy. The interest expense of the Company’s 2019 Notes related to the contractual interest coupon was $432 thousand for the three months ended June 30, 2016 and 2015 and $863 thousand for the six months ended June 30, 2016 and 2015 , respectively. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring Charges | |
Restructuring Charges | 10. Restructuring In March 2016, the Company initiated the preliminary phase of a work-force reduction as part of a corporate restructuring, with reductions occurring across all levels and departments within the Company. This measure was intended to reduce costs and to align the Company’s resources with its key strategic priorities. As of June 30, 2016 , there was $1.5 million of unpaid restructuring charges classified under accrued expenses on the balance sheet. A summary of the Company’s restructuring accrual at June 30, 2016 and changes during the six months ended June 30, 2016 , is presented below: Balance at Balance at December 31, 2015 Charges Payments June 30, 2016 Employment termination costs $ — $ $ $ Facilities consolidation — Total $ $ $ $ |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The Company recognized approximately $3.4 million and $8.0 million in related income tax expense during the three months and six months ended June 30, 2016, respectively. The effective tax rate was approximately (86%) and (76%) for the three and six months ended June 30, 2016, which was higher than the U.S. federal statutory rate primarily due to the unfavorable impact of losses in foreign jurisdictions which have lower tax rates than the U.S., the unfavorable impact of the fair market value adjustment for the contingent consideration obligation related to the Razorsight earn-out and the recording of a non-cash income tax provision of $2.9 million in income tax expense to establish a valuation allowance. The Company considered all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of the assessment, $2.9 million in income tax expense was recorded related to a valuation allowance that reduced the deferred tax asset primarily related to the current net operating losses of certain foreign subsidiaries. The Company reviews the expected annual effective income tax rate and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual operating income, changes to the actual and forecasted permanent book-to-tax differences, and changes resulting from the impact of tax law changes. The early adoption of ASU 2016-09 resulted in an increase in the effective tax rate for the three and six months ended June 30, 2016 of 13% and 9% , respectively. |
Legal Matters
Legal Matters | 6 Months Ended |
Jun. 30, 2016 | |
Legal Matters | |
Legal Matters | 12. Legal Matters On October 7, 2014, the Company filed an amended complaint in the United States District Court for the District of New Jersey (Civ Act. No. 3:14-cv-06220) against F-Secure Corporation and F-Secure, Inc. (collectively, “F-Secure"), claiming that F-Secure has infringed, and continues to infringe, several of the Company’s patents. In February 2015, Synchronoss entered into a patent license and settlement agreement with F-Secure Corporation and F-Secure, Inc. whereby the Company granted each of these companies (but not their subsidiaries or affiliates) a limited license to Synchronoss’ patents. As a result of entering into the patent license and settlement agreement, the parties filed a joint stipulation to dismiss the above complaint. The Company’s 2011 acquisition agreement with Miyowa SA provided that former shareholders of Miyowa SA would be eligible for earn-out payments, to the extent specified business milestones were achieved following the acquisition. In December 2013, Eurowebfund and Bakamar, two former shareholders of Miyowa SA, filed a complaint against the Company in the Commercial Court of Paris, France claiming that they are entitled to certain earn-out payments under the acquisition agreement. The Company was served with a copy of this complaint in January 2014. On December 3, 2015, the Court dismissed all claims in the complaint against the Company. On December 19, 2015, the former shareholders of Miyowa filed an appeal with the Court of Appeal of Paris, France, appealing the Court’s decision. The Company is not currently subject to any legal proceedings that could have a material adverse effect on its operations; however, it may from time to time become a party to various legal proceedings arising in the ordinary course of its business. The Company is currently the plaintiff in several patent infringement cases. The defendants in several of these cases have filed counterclaims. Although the Company cannot predict the outcome of the cases at this time due to the inherent uncertainties of litigation, the Company continues to pursue its claims and believes that the counterclaims are without merit, and the Company intends to defend all of such counterclaims. |
Subsequent Events Review
Subsequent Events Review | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events Review | |
Subsequent Events Review | 13. Subsequent Events Review On July 7, 2016, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and the several lenders party thereto (the “Credit Facility”). The Credit Facility, which will be used for general corporate purposes, is a $250 million unsecured revolving line of credit that matures on July 7, 2021, subject to terms and conditions set forth therein. Synchronoss has the right to request an increase in the aggregate principal amount of the Credit Facility to $350 million. Synchronoss has drawn down $44 million under the Credit Facility. |
Basis of Presentation and Con19
Basis of Presentation and Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and Consolidation | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolid ation The condensed consolidated financial statements as of June 30, 2016 and for the three and six months ended June 30, 2016 are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes in the Annual Report of Synchronoss Technologies, Inc. incorporated by reference in the Company's annual report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated financial statements include the accounts of the Company, its wholly ‑ owned subsidiaries, variable interest entities (VIE) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. All material intercompany transactions and accounts are eliminated in consolidation. The results reported in these consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. Certain amounts from the prior year’s financial statements have been reclassified to conform to the current year’s presentation. For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015 . |
Impact of Recently Issued Accounting Standards and New Accounting Pronouncements | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The ASU is effective for public companies in annual periods beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted beginning after December 15, 2018 and interim periods within those years. The Company is currently evaluating the impact of adoption on its condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (ASU 2014-15). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the guidance in determining revenue recognition as principal versus agent. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which provides guidance in accounting for immaterial performance obligations and shipping and handling. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients” which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. This ASU also provides a practical expedient for contract modifications. The new standards are effective for public reporting companies for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the effect that these ASUs will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the full effect of these standards on its ongoing financial reporting. Impact of New Accounting Pronouncements In March, 2016, the FASB released Accounting Standards Update (“ASU”) 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting .” The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments may significantly impact net income, earnings per share, and the statement of cash flows. The ASU is effective for public companies in annual periods beginning after December 15, 2016, and interim periods within those years. The Company elected to early adopt this standard in the second quarter ended June 30, 2016 . ASU 2016-09 eliminates the requirement to estimate and apply a forfeiture rate to reduce stock compensation expense during the vesting period and, instead, account for forfeitures as they occur. ASU 2016-09 requires that this change be adopted using the modified retrospective approach. As such, the Company recorded a cumulative-effect adjustment of $959 thousand to adjust retained earnings. Under ASU 2016-09, excess tax benefits related to employee share-based payments are not reclassified from operating activities to financing activities in the statement of cash flows. The Company applied the effect of ASU 2016-09 to the presentation of excess tax benefits in the statement of cash flows, retrospectively. This change increased the net cash provided by operating activities and decreased net cash provided by financing activities by $3.9 million for the six months ended June 30, 2015. Under ASU 2016-09, cash paid when withholding shares for tax withholding purposes are classified as a financing activity in the statement of cash flows. ASU 2016-09 requires that this change be adopted retrospectively. The presentation requirements for cash flows related to employee taxes paid for withheld shares increased the net cash provided by operating activities and decreased net cash provided by financing activities by $16.8 million for the six months ended June 30, 2015. ASU 2016-09 eliminates additional paid in capital ("APIC") pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. This resulted in an increase in the effective tax rate for the three and six months ended June 30, 2016 of 13% and 9% , respectively. The ASU requires that this change be adopted prospectively. The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of diluted earnings per share for the three months ended June 30, 2016 . This increased the diluted weighted average common shares outstanding by 121,671 shares and 162,241 for the three and six months ended June 30, 2016, respectively. ASU 2016-09 eliminates the requirement that excess tax benefits be realized (i.e., through a reduction in income taxes payable) before they can be recognized. Previously unrecognized deferred tax assets were recognized on a modified retrospective basis which resulted in a cumulative-effect adjustment to retained earnings of $481 thousand. Adoption of the new standard impacted previously reported quarterly results as follows: Three Months Ended March 31, 2016, As reported As adjusted Income statement: Provision for income taxes $ $ Cash flows statement: Net cash from operations $ $ Net cash used in financing Balance sheet: Deferred tax liability $ $ Additional paid-in capital Retained earnings The Company adopted ASU 2015-03, “Interest- Imputation of Interest (subtopic 835-30); Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associate with Line of Credit Arrangements, during the first quarter of 2016, concurrently. The adoption of these ASUs required the Company to reclassify its deferred financing costs associated with its Convertible Senior Notes from other assets to long-term debt on a retrospective basis. The Company's consolidated balance sheets included deferred financing costs of $4.4 million and $5.1 million as of June 30, 2016 and December 31, 2015, respectively, which were reclassified from other assets to long-term debt . The debt issuance costs associated with the Company's Credit Facility continue to be presented in other assets on the condensed consolidated balance sheets. |
Basis of Presentation and Con20
Basis of Presentation and Consolidation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and Consolidation | |
Schedule of Accounting Changes | Three Months Ended March 31, 2016, As reported As adjusted Income statement: Provision for income taxes $ $ Cash flows statement: Net cash from operations $ $ Net cash used in financing Balance sheet: Deferred tax liability $ $ Additional paid-in capital Retained earnings |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings per Common Share | |
Schedule of reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net (loss) income attributable to Synchronoss $ $ $ $ Income effect for interest on convertible debt, net of tax — — Numerator for diluted EPS- Income to common stockholders after assumed conversions $ $ $ $ Denominator: Weighted average common shares outstanding — basic Dilutive effect of: Shares from assumed conversion of convertible debt — — Options and unvested restricted shares — — Weighted average common shares outstanding — diluted |
Fair Value Measurements of As22
Fair Value Measurements of Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of assets and liabilities held and their related classifications under the fair value hierarchy | June 30, 2016 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents (A) $ $ $ — $ — Securities available-for-sale (B) — — Total assets $ $ $ $ — Liabilities Contingent consideration obligation $ $ — $ — $ Total liabilities $ $ — $ — $ Temporary Equity Redeemable noncontrolling interest (C) $ $ — $ — $ Total temporary equity $ $ — $ — $ December 31, 2015 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents (A) $ $ $ — $ — Securities available-for-sale (B) — — Total assets $ $ $ $ — Liabilities Contingent consideration obligation $ $ — $ — $ Total liabilities $ $ — $ — $ Temporary Equity Redeemable noncontrolling interest $ $ — $ — $ Total temporary equity $ $ — $ — $ (A) Cash and cash equivalents includes money market funds. (B) Securities available-for-sale include municipal bonds, commercial papers, certificates of deposit, enhanced income money market fund and corporate bonds which are classified as marketable securities. (C) As of June 30, 2016 , the carrying amount of the redeemable noncontrolling interest was greater than the fair value and accordingly no adjustment to the fair value was recorded. |
Schedule of estimated fair value of investments classified as available for sale | June 30, 2016 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: Certificates of deposit $ $ $ — $ Corporate bonds — Municipal bonds Fixed Income Fund — Total available-for-sale securities $ $ $ $ December 31, 2015 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-sale securities: Certificates of deposit $ $ — $ $ Corporate bonds — Municipal bonds Fixed Income Fund — Total available-for-sale securities $ $ $ $ |
Schedule unrealized losses on available for sale securities | The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of June 30, 2016 , are as follows: June 30, 2016 Securities in unrealized loss position Securities in unrealized loss position less than 12 months greater than 12 months Total Gross Unrealized Fair Unrealized Fair unrealized Fair Losses Value Losses Value losses Value Corporate bonds $ $ $ — $ — $ $ Municipal bonds Fixed Income Fund — — $ $ $ $ $ $ The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2015 , are as follows: December 31, 2015 Securities in unrealized loss position Securities in unrealized loss position less than 12 months greater than 12 months Total Gross Unrealized Fair Unrealized Fair unrealized Fair Losses Value Losses Value losses Value Certificates of deposit $ $ $ — $ — $ $ Corporate bonds — — Municipal bonds Fixed Income Fund — — $ $ $ $ $ $ |
Schedule of maturities of available-for-sale securities | June 30, 2016 Amortized Fair Cost Value Due within one year $ $ Due after 1 year through 5 years Total available-for-sale securities $ $ |
Redeemable Noncontrolling Interests | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of changes in fair value of Level 3 | Balance at December 31, 2015 $ Fair value adjustment — Net loss attributable to redeemable noncontrolling interests Balance at June 30, 2016 $ |
Contingent Consideration Obligation | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of changes in fair value of Level 3 | Balance at December 31, 2015 $ Fair value adjustment to contingent consideration obligation included in net loss Balance at June 30, 2016 $ |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Openwave | |
Acquisition | |
Summary of fair values of assets and liabilities assumed at acquisition date | Purchase Price Allocation Cash $ Prepaid expenses and other assets Property, Plant & Equipment Long term assets Intangible assets: Wtd. Avg. Tradename 1 year Technology 7 years Customer relationships 10 years Goodwill Total assets acquired Accounts payable and accrued liabilities Deferred revenues Long term liabilities Net assets acquired $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Schedule of stock-based compensation | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options $ $ $ $ Restricted stock awards ESPP Plan Total stock-based compensation before taxes $ $ $ $ Tax benefit $ $ $ $ |
Stock Options | |
Schedule of fair value assumptions | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Expected stock price volatility % % % % Risk-free interest rate % % % % Expected life of options (in years) Expected dividend yield % % % % Weighted-average fair value (grant date) of the options $ $ $ $ |
Schedule of information about stock options outstanding | Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Options Options Exercise Price Term (Years) Value Outstanding at December 31, 2015 $ Options Granted Options Exercised Options Cancelled Outstanding at June 30, 2016 $ $ Vested at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ |
Schedule of total intrinsic value for options exercised and fair value of vested options | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total intrinsic value for stock options exercised $ $ $ $ Fair value of vested options |
Restricted Stock | |
Schedule of unvested restricted stock | Weighted- Average Number of Grant Date Non-Vested Restricted Stock Awards Fair Value Non-vested at December 31, 2015 $ Granted Vested Forfeited Non-vested at June 30, 2016 $ |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) | |
Schedule of comprehensive income (loss) | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net (loss) income attributable to Synchronoss $ $ $ $ Translation adjustments Unrealized loss on securities, (net of tax) Net income on intra-entity foreign currency transactions, (net of tax) Total comprehensive (loss) income attributable to Synchronoss $ $ $ $ |
Schedule of changes in accumulated other comprehensive income (loss) | Unrealized (Loss) Income on Unrealized Holding Intra-Entity Gains (Losses) on Foreign Foreign Currency Available-for-Sale Currency Transactions Securities Total Balance at December 31, 2015 $ $ $ $ Other comprehensive income (loss) Tax effect — Total comprehensive income (loss) Balance at June 30, 2016 $ $ $ $ |
Goodwill and intangibles (Table
Goodwill and intangibles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangibles | |
Schedule of changes in goodwill | Balance at December 31, 2015 $ Acquisition Translation adjustments Balance at June 30, 2016 $ |
Schedule of composition of intangible assets | June 30, 2016 Accumulated Cost Amortization Net Trade name $ $ $ Technology Customer lists and relationships Capitalized software and patents Order Backlog — $ $ $ December 31, 2015 Accumulated Cost Amortization Net Trade name $ $ $ Technology Customer lists and relationships Capitalized software and patents Order Backlog — $ $ $ |
Schedule of estimated annual amortization expense of intangible assets for the next five years | Year ending December 31: 2016 $ 2017 2018 2019 2020 2021 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring Charges | |
Summary of the restructuring accrual and changes | Balance at Balance at December 31, 2015 Charges Payments June 30, 2016 Employment termination costs $ — $ $ $ Facilities consolidation — Total $ $ $ $ |
Basis of Presentation and Con28
Basis of Presentation and Consolidation - Early Adoption (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Recently Issued Accounting Standards | |||||||
Net cash provided by operating activities | $ 74,190 | $ 62,509 | |||||
Net cash used in financing activities | $ (6,011) | $ 9,073 | |||||
Effective tax rate (as a percent) | (86.00%) | (76.00%) | |||||
Weighted-average common shares outstanding, diluted | 43,450,000 | 47,271,000 | 43,449,000 | 47,371,000 | |||
Provision for income taxes | [1] | $ 3,381 | $ 7,952 | $ 7,969 | $ 14,818 | ||
Deferred tax liability | [1] | 29,716 | 29,716 | $ 16,404 | |||
Additional paid-in capital (1) | [1] | 547,970 | 547,970 | 512,802 | |||
Retained earnings (1) | [1] | $ 188,472 | $ 188,472 | $ 201,343 | |||
As reported | |||||||
Recently Issued Accounting Standards | |||||||
Net cash provided by operating activities | $ 37,731 | ||||||
Net cash used in financing activities | 35,253 | ||||||
Provision for income taxes | 3,965 | ||||||
Deferred tax liability | 23,096 | ||||||
Additional paid-in capital (1) | 535,326 | ||||||
Retained earnings (1) | 194,012 | ||||||
Early Adoption, Effect | ASU 2016-09 | |||||||
Recently Issued Accounting Standards | |||||||
Net cash provided by operating activities | 40,489 | ||||||
Net cash used in financing activities | 32,495 | ||||||
Effective tax rate (as a percent) | 13.00% | 9.00% | |||||
Provision for income taxes | 4,588 | ||||||
Deferred tax liability | 22,864 | ||||||
Additional paid-in capital (1) | 536,659 | ||||||
Retained earnings (1) | $ 192,911 | ||||||
Early Adoption, Effect | ASU 2016-09 | Stock Compensation Expense, Forfeiture Rate | |||||||
Recently Issued Accounting Standards | |||||||
Cumulative-effect adjustment to retained earnings | $ (959) | $ (959) | |||||
Early Adoption, Effect | ASU 2016-09 | Excess Tax Benefits | |||||||
Recently Issued Accounting Standards | |||||||
Net cash provided by operating activities | 3,900 | ||||||
Net cash used in financing activities | 3,900 | ||||||
Weighted-average common shares outstanding, diluted | 121,671 | 162,241 | |||||
Early Adoption, Effect | ASU 2016-09 | Tax Withholding for Share-based Compensation | |||||||
Recently Issued Accounting Standards | |||||||
Net cash provided by operating activities | 16,800 | ||||||
Net cash used in financing activities | $ 16,800 | ||||||
Early Adoption, Effect | ASU 2016-09 | Deferred Tax Assets | |||||||
Recently Issued Accounting Standards | |||||||
Cumulative-effect adjustment to retained earnings | $ 481 | $ 481 | |||||
[1] | See Note 2 for discussion of the adoption of ASU 2016-09. |
Basis of Presentation and Con29
Basis of Presentation and Consolidation - New Accounting Pronouncements (Details) - ASU 2015-03 - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Other assets | ||
Recently Issued Accounting Standards | ||
Impact of adoption of new accounting pronouncement | $ 4.4 | $ 5.1 |
Long-term debt | ||
Recently Issued Accounting Standards | ||
Impact of adoption of new accounting pronouncement | $ 4.4 | $ 5.1 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income attributable to common stockholders | $ (4,439) | $ 15,154 | $ (12,393) | $ 25,715 |
Income effect for interest on convertible debt, net of tax | 514 | 995 | ||
Numerator for diluted EPS- Income to common stockholders after assumed conversions | $ (4,439) | $ 15,668 | $ (12,393) | $ 26,710 |
Denominator: | ||||
Weighted average common shares outstanding - basic | 43,450 | 41,870 | 43,449 | 41,898 |
Dilutive effect of: | ||||
Shares from assumed conversion of convertible debt | 4,326 | 4,326 | ||
Options and unvested restricted shares | 1,075 | 1,147 | ||
Weighted average common shares outstanding - diluted | 43,450 | 47,271 | 43,449 | 47,371 |
Stock Options | ||||
Anti-dilutive securities | ||||
Stock options that are anti-dilutive and excluded from calculation of diluted earnings per share (in shares) | 459 | 345 |
Fair Value Measurements of As31
Fair Value Measurements of Assets and Liabilities - Heirarchy (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Assets | ||
Cash and cash equivalents | $ 111,028 | $ 147,634 |
Securities available-for-sale | 76,223 | 85,992 |
Total assets | 187,251 | 233,626 |
Liabilities | ||
Contingent consideration obligation | 7,657 | 930 |
Total liabilities | 7,657 | 930 |
Temporary Equity | ||
Redeemable noncontrolling interest | 55,459 | 61,452 |
Transfers between Levels | ||
Fair value of asset transfers between Levels 1, 2, and 3 | 0 | |
Level 1 | ||
Assets | ||
Cash and cash equivalents | 111,028 | 147,634 |
Total assets | 111,028 | 147,634 |
Level 2 | ||
Assets | ||
Securities available-for-sale | 76,223 | 85,992 |
Total assets | 76,223 | 85,992 |
Level 3 | ||
Liabilities | ||
Contingent consideration obligation | 7,657 | 930 |
Total liabilities | 7,657 | 930 |
Temporary Equity | ||
Redeemable noncontrolling interest | 55,459 | $ 61,452 |
Redeemable Noncontrolling Interests | ||
Temporary Equity | ||
Fair value adjustment | $ 0 |
Fair Value Measurements of As32
Fair Value Measurements of Assets and Liabilities - AFS Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Amortized Cost to Fair Value | ||
Amortized Cost | $ 76,804 | $ 86,472 |
Gross Unrealized Gains | 24 | 11 |
Gross Unrealized Losses | (605) | (491) |
Fair Value | 76,223 | 85,992 |
Corporate bonds | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 35,627 | 39,986 |
Gross Unrealized Losses | (410) | (253) |
Fair Value | 35,217 | 39,733 |
Municipal Bonds | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 36,744 | 38,564 |
Gross Unrealized Gains | 20 | 11 |
Gross Unrealized Losses | (11) | (44) |
Fair Value | 36,753 | 38,531 |
Fixed Income Funds | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 2,105 | 5,593 |
Gross Unrealized Losses | (184) | (189) |
Fair Value | 1,921 | 5,404 |
Certificates of deposit | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 2,328 | 2,329 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (5) | |
Fair Value | $ 2,332 | $ 2,324 |
Fair Value Measurements of As33
Fair Value Measurements of Assets and Liabilities - AFS Securities in Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Securities in unrealized loss position: Unrealized Losses | ||
Securities in unrealized loss position less than 12 months | $ (418) | $ (301) |
Securities in unrealized loss position greater than 12 months | (185) | (190) |
Securities in unrealized loss position: Total Gross unrealized losses | (603) | (491) |
Securities in unrealized loss position: Fair Value | ||
Securities in unrealized loss position less than 12 months | 49,788 | 62,762 |
Securities in unrealized loss position greater than 12 months | 3,111 | 5,954 |
Securities in unrealized loss position: Total Fair Value | 52,899 | 68,716 |
Corporate bonds | ||
Securities in unrealized loss position: Unrealized Losses | ||
Securities in unrealized loss position less than 12 months | (410) | (253) |
Securities in unrealized loss position: Total Gross unrealized losses | (410) | (253) |
Securities in unrealized loss position: Fair Value | ||
Securities in unrealized loss position less than 12 months | 35,017 | 39,808 |
Securities in unrealized loss position: Total Fair Value | 35,017 | 39,808 |
Municipal Bonds | ||
Securities in unrealized loss position: Unrealized Losses | ||
Securities in unrealized loss position less than 12 months | (8) | (43) |
Securities in unrealized loss position greater than 12 months | (1) | (1) |
Securities in unrealized loss position: Total Gross unrealized losses | (9) | (44) |
Securities in unrealized loss position: Fair Value | ||
Securities in unrealized loss position less than 12 months | 14,771 | 20,630 |
Securities in unrealized loss position greater than 12 months | 1,191 | 550 |
Securities in unrealized loss position: Total Fair Value | 15,962 | 21,180 |
Fixed Income Funds | ||
Securities in unrealized loss position: Unrealized Losses | ||
Securities in unrealized loss position greater than 12 months | (184) | (189) |
Securities in unrealized loss position: Total Gross unrealized losses | (184) | (189) |
Securities in unrealized loss position: Fair Value | ||
Securities in unrealized loss position greater than 12 months | 1,920 | 5,404 |
Securities in unrealized loss position: Total Fair Value | $ 1,920 | 5,404 |
Certificates of deposit | ||
Securities in unrealized loss position: Unrealized Losses | ||
Securities in unrealized loss position less than 12 months | (5) | |
Securities in unrealized loss position: Total Gross unrealized losses | (5) | |
Securities in unrealized loss position: Fair Value | ||
Securities in unrealized loss position less than 12 months | 2,324 | |
Securities in unrealized loss position: Total Fair Value | $ 2,324 |
Fair Value Measurements of As34
Fair Value Measurements of Assets and Liabilities - AFS Securities Expected Maturities (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Amortized Cost | |
Due within one year | $ 60,763 |
Due after 1 year through 5 years | 13,935 |
Total available-for-sale marketable securities, Amortized Cost | 74,698 |
Fair Value | |
Due within one year | 60,353 |
Due after 1 year through 5 years | 13,949 |
Total available-for-sale marketable securities, Fair Value | $ 74,302 |
Fair Value Measurements of As35
Fair Value Measurements of Assets and Liabilities - Level 3 Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Changes in fair value of the Company's Level 3 contingent consideration obligation | ||
Fair value adjustment to contingent obligation included in net income | $ 6,386 | $ 6,727 |
Level 3 | Contingent Consideration Obligation | ||
Changes in fair value of the Company's Level 3 contingent consideration obligation | ||
Balance as at the beginning of the period | 930 | |
Fair value adjustment to contingent obligation included in net income | 6,727 | |
Balance as at the end of the period | $ 7,657 | $ 7,657 |
Fair Value Measurements of As36
Fair Value Measurements of Assets and Liabilities - Level 3 Redeemable Noncontrolling Interests (Details) - Redeemable Noncontrolling Interests $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | |
Balance at beginning of period | $ 61,452 |
Fair value adjustment | 0 |
Net loss attributable to redeemable noncontrolling interests | (5,993) |
Balance at end of period | $ 55,459 |
Acquisition - 2016 Acquisitions
Acquisition - 2016 Acquisitions - Openwave (Details) - USD ($) | Mar. 01, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Consideration | ||||
Value of common stock issued for acquisition | $ 22,000,000 | |||
Preliminary Purchase Price Allocation | ||||
Goodwill | 317,586,000 | $ 221,271,000 | ||
Selling, General and Administrative | ||||
Goodwill and acquisition related costs | ||||
Acquisition-related costs | $ 2,300,000 | $ 862,000 | ||
Openwave | ||||
Consideration | ||||
Total purchase price | $ 124,500,000 | |||
Total cash consideration | 102,500,000 | |||
Value of common stock issued for acquisition | $ 22,000,000 | |||
Average market value, period used | 10 days | |||
Preliminary Purchase Price Allocation | ||||
Cash | $ 4,110,000 | |||
Prepaid expenses and other assets | 3,473,000 | |||
Property, plant and equipment | 2,882,000 | |||
Long-term assets | 2,396,000 | |||
Goodwill | 93,930,000 | |||
Total assets acquired | 168,891,000 | |||
Accounts payable and accrued liabilities | 17,722,000 | |||
Deferred revenues | 7,854,000 | |||
Long term liabilities | 18,777,000 | |||
Net assets acquired | 124,538,000 | |||
Goodwill and acquisition related costs | ||||
Purchase price, tax deductible portion of goodwill | 0 | |||
Trade Name | Openwave | ||||
Preliminary Purchase Price Allocation | ||||
Intangible assets | $ 1,000,000 | |||
Weighted-average amortization period | 1 year | |||
Technology | Openwave | ||||
Preliminary Purchase Price Allocation | ||||
Intangible assets | $ 32,100,000 | |||
Weighted-average amortization period | 7 years | |||
Customer relationships | Openwave | ||||
Preliminary Purchase Price Allocation | ||||
Intangible assets | $ 29,000,000 | |||
Weighted-average amortization period | 10 years |
Stockholders_ Equity - Stock-ba
Stockholders’ Equity - Stock-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | $ 8,125 | $ 6,458 | $ 16,426 | $ 13,087 |
Tax benefit | 2,655 | 1,994 | 5,363 | 4,131 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | 82,900 | $ 82,900 | ||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 2 years 9 months 29 days | |||
Stock Options | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 2,209 | 1,964 | $ 3,968 | 4,140 |
Restricted Stock | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 5,720 | 4,319 | 12,008 | 8,622 |
ESPP Plan | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | $ 196 | $ 175 | $ 450 | $ 325 |
Stockholders_ Equity - Black-Sc
Stockholders’ Equity - Black-Scholes Assumptions (Details) - Stock Options - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Weighted-average assumptions | ||||
Expected stock price volatility (as a percent) | 44.00% | 48.00% | 45.00% | 48.00% |
Risk-free interest rate (as a percent) | 1.22% | 1.29% | 1.16% | 1.26% |
Expected life (in years) | 4 years | 4 years | 4 years | 4 years 4 days |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average fair value (as of the date of grant) of the options granted during the period (in dollars per share) | $ 12.50 | $ 17.47 | $ 11.02 | $ 16.56 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Number of Options | ||||
Options outstanding at the beginning of the period (in shares) | 2,348 | |||
Options Granted (in shares) | 828 | |||
Options Exercised (in shares) | (266) | |||
Options Cancelled (in shares) | (130) | |||
Options outstanding at the end of the period (in shares) | 2,780 | 2,780 | ||
Vested or expected to vest (in shares) | 2,579 | 2,579 | ||
Exercisable (in shares) | 1,210 | 1,210 | ||
Weighted-Average Exercise Price | ||||
Balance at the beginning of the period (in dollars per share) | $ 31.04 | |||
Options Granted (in dollars per share) | 30.66 | |||
Options Exercised (in dollars per share) | 18.61 | |||
Options Cancelled (in dollars per share) | 35.95 | |||
Balance at the end of the period (in dollars per share) | $ 31.88 | 31.88 | ||
Vested or expected to vest (in dollars per share) | 31.75 | 31.75 | ||
Exercisable (in dollars per share) | $ 29.11 | $ 29.11 | ||
Weighted-Average Remaining Contractual Term | ||||
Outstanding | 4 years 9 months 26 days | |||
Exercisable | 3 years 18 days | |||
Vested or expected to vest | 4 years 8 months 16 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 7,745 | $ 7,745 | ||
Exercisable | 5,152 | 5,152 | ||
Vested or expected to vest | 7,259 | 7,259 | ||
Additional disclosures related to stock options | ||||
Intrinsic value of stock options exercised during the period | 1,780 | $ 6,794 | 3,639 | $ 11,544 |
Total fair value of vested options | $ 3,501 | $ 3,377 | $ 8,765 | $ 6,849 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - Restricted Stock shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | shares | 1,412 |
Granted (in shares) | shares | 850 |
Vested (in shares) | shares | (487) |
Forfeited (in shares) | shares | (61) |
Non-vested at the end of the period (in shares) | shares | 1,714 |
Weighted-Average Grant Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 36.80 |
Granted (in dollars per share) | $ / shares | 33.62 |
Vested (in dollars per share) | $ / shares | 35.56 |
Forfeited (in dollars per share) | $ / shares | 48.51 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 35.36 |
Stockholders_ Equity - ESPP and
Stockholders’ Equity - ESPP and Other Disclosures (Details) - ESPP Plan | Feb. 01, 2012shares |
Employee Stock Purchase Plan | |
Term of Employee Stock Purchase Plan | 10 years |
Total number of shares available for purchase | 500,000 |
ESPP participation period | 6 months |
Percentage of fair market value of common stock | 85.00% |
Maximum Percentage of total combined voting power a participant is allowed to be granted a right to purchase common stock | 5.00% |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock (Details) - 2016 Share Repurchase Program - USD ($) shares in Millions | 6 Months Ended | |
Jun. 30, 2016 | Feb. 04, 2016 | |
Treasury Stock | ||
Amount authorized to be purchased under stock repurchase program | $ 100,000,000 | |
Number of shares repurchased under program | 1.3 | |
Aggregate purchase price of shares repurchased | $ 40,000,000 |
Accumulated Other Comprehensi44
Accumulated Other Comprehensive Income (Loss) - Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Comprehensive income (loss) | ||||
Net (loss) income attributable to Synchronoss | $ (4,439) | $ 15,154 | $ (12,393) | $ 25,715 |
Translation adjustments | (6,224) | 6,357 | 3,444 | (10,480) |
Unrealized gain on securities, (net of tax) | (22) | (107) | (2) | 134 |
Net loss on intra-entity foreign currency transactions, (net of tax) | 624 | 530 | 362 | (2,342) |
Total comprehensive income (loss) attributable to Synchronoss | $ (10,061) | $ 21,934 | $ (8,589) | $ 13,027 |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Income - Changes in AOCI (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Changes in accumulated other comprehensive income (loss) | |
Balance | $ 609,814 |
Balance | 605,754 |
Accumulated Other Comprehensive Income (Loss) | |
Changes in accumulated other comprehensive income (loss) | |
Balance | (38,684) |
Other comprehensive (loss) income | 3,928 |
Tax effect | (124) |
Total other comprehensive loss | 3,804 |
Balance | (34,880) |
Foreign Currency | |
Changes in accumulated other comprehensive income (loss) | |
Balance | (34,092) |
Other comprehensive (loss) income | 3,444 |
Total other comprehensive loss | 3,444 |
Balance | (30,648) |
Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions | |
Changes in accumulated other comprehensive income (loss) | |
Balance | (4,292) |
Other comprehensive (loss) income | 524 |
Tax effect | (162) |
Total other comprehensive loss | 362 |
Balance | (3,930) |
Unrealized Holding Gains (Losses) on Available-for-Sale Securities | |
Changes in accumulated other comprehensive income (loss) | |
Balance | (300) |
Other comprehensive (loss) income | (40) |
Tax effect | 38 |
Total other comprehensive loss | (2) |
Balance | $ (302) |
Goodwill and Intangibles- Goodw
Goodwill and Intangibles- Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 221,271 |
Acquisitions | 93,930 |
Translation adjustments | 2,385 |
Balance at the end of the period | $ 317,586 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Intangible assets | ||
Amortization expense | $ 23,500 | $ 28,600 |
Intangible assets: | ||
Cost | 321,900 | 249,919 |
Accumulated amortization | (99,855) | (75,597) |
Net amount | 222,045 | 174,322 |
Trade Name | ||
Intangible assets: | ||
Cost | 2,538 | 1,531 |
Accumulated amortization | (1,743) | (1,372) |
Net amount | 795 | 159 |
Technology | ||
Intangible assets: | ||
Cost | 163,202 | 130,200 |
Accumulated amortization | (49,329) | (35,336) |
Net amount | 113,873 | 94,864 |
Customer lists and relationships | ||
Intangible assets: | ||
Cost | 135,987 | 105,864 |
Accumulated amortization | (42,870) | (33,969) |
Net amount | 93,117 | 71,895 |
Capitalized software and patents | ||
Intangible assets: | ||
Cost | 19,255 | 11,406 |
Accumulated amortization | (4,995) | (4,002) |
Net amount | 14,260 | 7,404 |
Order Backlog | ||
Intangible assets: | ||
Cost | 918 | 918 |
Accumulated amortization | $ (918) | $ (918) |
Goodwill and Intangibles - In48
Goodwill and Intangibles - Intangible Assets - Future Amortization (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Estimated future amortization expense | |
2,016 | $ 24,246 |
2,017 | 45,004 |
2,018 | 41,860 |
2,019 | 34,549 |
2,020 | 24,892 |
2,021 | $ 13,059 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | Jun. 09, 2016 | Mar. 01, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Credit Facility | ||||||
Borrowings on revolving line of credit | $ 50,000,000 | |||||
Payments on Credit Facility | 3,000,000 | |||||
Interest expense | 863,000 | |||||
Credit Facility | ||||||
Credit Facility | ||||||
Borrowing capacity | $ 100,000,000 | 100,000,000 | ||||
Commitment fee on unused balance | 44,000 | $ 88,000 | 118,000 | $ 151,000 | ||
Amount of borrowing capacity to which the company has a right to request an increase | 150,000,000 | 150,000,000 | ||||
Borrowings on revolving line of credit | $ 50,000,000 | |||||
Payments on Credit Facility | $ 3,000,000 | |||||
Interest expense | $ 392,000 | $ 523,000 | ||||
Credit Facility | Minimum | ||||||
Credit Facility | ||||||
Commitment fee on unused balance (as a percent) | 0.25% | |||||
Credit Facility | Maximum | ||||||
Credit Facility | ||||||
Commitment fee on unused balance (as a percent) | 0.35% | |||||
Credit Facility | LIBOR | ||||||
Credit Facility | ||||||
Variable rate basis spread (as a percent) | 2.25% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Aug. 12, 2014 | |
Debt | ||||
Interest expense | $ 863,000 | |||
2019 Notes | ||||
Debt | ||||
Face amount of debt issued | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |
Interest rate, as a percent | 0.75% | |||
Capitalized finance fees | $ 7,100,000 | |||
Conversion ratio | 0.0188072 | |||
Conversion price | $ 53.17 | $ 53.17 | ||
Repurchase price, expressed as a percentage of principal of debt repurchased | 100.00% | |||
Carrying amount of debt | $ 225,600,000 | $ 225,600,000 | $ 230,000,000 | |
Effective Interest Rate (as a percent) | 1.36% | 1.36% | ||
Fair value of debt | $ 230,300,000 | $ 230,300,000 | ||
Interest expense | $ 432,000 | $ 432,000 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring accrual and changes | ||||
Charges | $ 1,191 | $ 1,451 | $ 4,162 | $ 4,691 |
Accrued expenses | ||||
Restructuring accrual and changes | ||||
Balance at the beginning of the period | 54 | |||
Charges | 4,162 | |||
Payments | (2,756) | |||
Balance at the end of the period | 1,460 | 1,460 | ||
Employment termination costs | Accrued expenses | ||||
Restructuring accrual and changes | ||||
Balance at the beginning of the period | 0 | |||
Charges | 4,162 | |||
Payments | (2,749) | |||
Balance at the end of the period | 1,413 | 1,413 | ||
Facilities consolidation | Accrued expenses | ||||
Restructuring accrual and changes | ||||
Balance at the beginning of the period | 54 | |||
Charges | 0 | |||
Payments | (7) | |||
Balance at the end of the period | $ 47 | $ 47 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Income Taxes | ||||||
Income tax expense | [1] | $ 3,381 | $ 7,952 | $ 7,969 | $ 14,818 | |
Effective tax rate (as a percent) | (86.00%) | (76.00%) | ||||
Non-cash income tax provision related to valuation allowance | $ 2,900 | |||||
Valuation allowance provided | $ 2,900 | |||||
ASU 2016-09 | Early Adoption, Effect | ||||||
Income Taxes | ||||||
Income tax expense | $ 4,588 | |||||
Effective tax rate (as a percent) | 13.00% | 9.00% | ||||
[1] | See Note 2 for discussion of the adoption of ASU 2016-09. |
Legal Matters (Details)
Legal Matters (Details) | Dec. 03, 2015shareholder |
Earn-out | Miyowa | |
Legal Matters | |
Number of former shareholders | 2 |
Subsequent Events Review (Detai
Subsequent Events Review (Details) - USD ($) | Jul. 07, 2016 | Mar. 01, 2016 | Jun. 30, 2016 |
Subsequent Events | |||
Borrowings on revolving line of credit | $ 50,000,000 | ||
Credit Facility | |||
Subsequent Events | |||
Borrowing capacity | 100,000,000 | ||
Amount of borrowing capacity to which the company has a right to request an increase | $ 150,000,000 | ||
Borrowings on revolving line of credit | $ 50,000,000 | ||
Amended and Restated Credit Agreement | Subsequent Event | |||
Subsequent Events | |||
Borrowing capacity | $ 250,000,000 | ||
Amount of borrowing capacity to which the company has a right to request an increase | 350,000,000 | ||
Borrowings on revolving line of credit | $ 44,000,000 |