Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements The Company has restated its audited consolidated financial statements for the years ended December 31, 2016 and 2015 for the matters described below. The effects of these restatement adjustments on (i) the Company’s Consolidated Balance Sheet at December 31, 2016, (ii) the Company’s Consolidated Statement of Operations for the years ended December 31, 2016 and 2015, (iii) the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2016 and 2015, (iv) the Company’s Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016 and 2015 and (v) the Company’s Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015 are presented in the Company’s 2017 Form 10-K. The effects of the restatement adjustments on the Company’s unaudited Condensed Consolidated financial statements as of June 30, 2016 and for the three and six month periods then ended are reflected in the tables below. The individual restatement matters that underlie the restatement adjustments are described below. Revenue Recognition Adjustments Related to Hosting Services The Company typically sells hosting services to its subscription services customers, as well as to certain software license customers. As part of the Company’s review of its historical accounting, it has determined that adjustments are required related to certain transactions in each of these two categories of customers that purchase hosting services. It was observed that in certain instances, the Company has historically entered into hosting arrangements that included various components to the fee structure with certain fees accelerated during the initial years of the arrangement. Historically, the Company recognized the accelerated fees as billed and maintenance and support fees were recognized on a straight-line basis through the term of the arrangement. However, the Company has determined to revise its accounting treatment for certain hosting services to reflect revenue recognition on a straight-line basis for such fees over the appropriate period of time during which (i) the benefits of hosting services were provided to the customer or (ii) the customer benefited from the set-up fees. The revised accounting treatment for the revenue recognition is reflected in the restated consolidated financial statements, whereby there has been a deferral of a portion of the accelerated fees out of the initial period of the arrangement, and recognition of those deferred amounts in the later periods of the hosting services arrangement. In the case of certain perpetual software license customers, the Company historically recognized the perpetual software license fee revenue on an upfront basis. The Company has determined to revise its accounting treatment of that software license fee revenue to recognize it ratably over a period of time due to the inclusion of hosting services, as part of the same multiple element arrangement. In certain of these cases, the Company had entered into a separate hosting services contract with the customer that the Company has now determined should have been combined with the software license agreement and treated as part of a larger multiple element arrangement. In accordance with the software revenue recognition rules, since the Company cannot establish vendor specific objective evidence of fair value of the hosting services, the software license element cannot be separated from the hosting services. The revised accounting treatment for the revenue recognition is reflected in the restated consolidated financial statements, whereby the bundled arrangement fees have been recognized ratably over the economic life of the hosting services. Revenue Recognition Adjustments Related to Establishing Persuasive Evidence of an Arrangement and Other Revenue Adjustments The Company historically has had, and continues to have, contractual arrangements with certain customers whereby there is an established master services agreement that includes general terms and conditions. Such master services agreements contemplate the delivery by the customer of purchasing documentation for purposes of completing orders, indicating the nature, price and quantity of products and services ordered. In certain cases, the Company historically formed a view that persuasive evidence of an arrangement existed relating to such orders based upon its receipt from a customer of written confirmation of the order and commitment to pay the agreed price, such as a quote approval sent by the customer in response to a quote issued by the Company, but prior to that customer’s subsequent delivery to the Company an executed statement of work or, in some instances, a purchase order, pursuant to a master services agreement. The Company has determined, in certain situations, to revise the timing of revenue recognition to when it received final formal contract documentation, which occurred in a future period. In those cases where the adjustment to defer revenue has been recorded prior to when cash payment was received from the customer, the balance sheet impact has been to reduce the related accounts receivable balance, whereas the balance sheet impact of these adjustments after the receipt of cash payment from the customer has been to increase accrued liabilities. The Company also adjusted revenue recognition in connection with certain other transactions, including (i) where the payment obligation on the date of sale was found not to have been fixed and determinable; (ii) where collectability was not reasonably assured; (iii) where the software delivered to the customer was ultimately deemed not to have met acceptance criteria; or (iv) where formal acceptance was not obtained. In certain situations, these adjustments represent issues related to the timing of revenue recognition, while in other cases, these adjustments represent amounts that had subsequently been written-off to bad debt expense (whereby now both the revenue and the related bad debt expense has been reversed). Adjustments Related to Accounting for Acquisitions and Divestiture The Company has identified and corrected errors related to fees received under license agreements entered into with parties of certain historical acquisitions and a divestiture. In each case, the Company had originally treated the license agreement as a separate transaction and recorded the license fees on a gross basis as revenue. The Company has determined to revise its accounting treatment of the license arrangements, to record the license fees as part of the accounting for the acquisition or divestiture, as follows: • In certain cases, the Company entered into a license agreement as part of settling prior intellectual property infringement claims against an acquired entity and/or its selling parent company and affiliates. Historically, the Company had recognized these license fees separately as revenue. However, the Company has determined to net these license fees against the consideration paid as part of the acquisitions, resulting in a reduction of the goodwill and/or intangible assets recorded in purchase accounting. • The Company’s consolidated joint venture Zentry LLC (“Zentry”) and the Company’s partner in that joint venture entered into a license agreement in December 2015 at the same time as the formation of the joint venture. Historically, the Company recorded the license fees as revenue separately from the Zentry formation. The Company has determined to net these license fees against the cash contributions paid as part of the joint venture formation, resulting in a reduction of the goodwill and intangible assets recorded in purchase accounting. • The Company entered into a licensing agreement in December 2016 with Sequential Technology International, LLC (“STIN”) shortly after closing the divestiture of its activation business to Sequential Technology International Holdings, LLC (“STIH”). Historically, the Company recorded the license fees as revenue separately from the accounting for the divestiture. The Company has determined to classify these license fees as additional gain on sale of the activation exception handling business. • The Company made adjustments to reduce the contingent consideration payable to shareholders of Razorsight Corporation (“Razorsight”), which was acquired by the Company in August 2015, and the related losses previously recorded to adjust that liability to fair value, as a result of the determination that many of the sales of Razorsight software that had originally been included in the earn-out calculation have now been adjusted as part of the restatement. • The Company made adjustments to record the fair value of the Company’s guarantee of certain of STIN’s debt as part of the divestiture of its activation exception handling business to STIH in December 2016, to record the sellers note extended in the transaction at fair value, and to adjust certain receivables and other assets sold in the transaction. • The Company made certain adjustments to the opening balances of Openwave Messaging, Inc. (“Openwave”) and SNCR, LLC (“SNCR, LLC”); impacting deferred revenue, goodwill and intangibles. Adjustments in deferred revenue and intangibles resulted were reported post-acquisition as revenues and costs were realized. Other Adjustments and Capitalized Software The Company also identified and corrected certain errors in the amounts reported as capitalized software development. These adjustments were primarily around (i) the recognition of impairment or immediate expensing of certain previously capitalized software development costs and (ii) revisions of amounts capitalized and the timing of when such capitalized costs are amortized. Adjustments pertaining to capitalized software development were driven primarily due to misalignment on the unit of account being measured in tracking project progress and ultimately general release as well as the appropriateness of the capitalization of certain administrative costs. The Company also identified and corrected certain other errors, primarily due to timing of recognition of (i) stock-based compensation arrangements, (ii) accruals and reserves, (iii) noncontrolling interests and (iv) impairment charges. Impairment charges were primarily due to long-lived asset impairments realized on SNCR, LLC assets, due to continued delays in product development and sales. Additionally, the Company identified certain prior year balance sheet classification adjustments requiring, the most significant of which, a reclassification between cash and restricted cash due to certain contractual restrictions on cash balances, and reclassifications between treasury stock and additional paid-in-capital due to share issuances from the Company’s common stock pool, rather than its treasury stock. Income Taxes The Company recorded adjustments to income taxes to reflect the impact of the restatement adjustments, as well as a discrete tax adjustment to record a valuation allowance at a specific foreign jurisdiction in an earlier year than originally recorded. See Note 11 - Income Taxes for discussion of the related impact to the Company’s effective tax rate. The following table presents the Condensed Consolidated Balance Sheet as previously reported, restatement adjustments and the Condensed Consolidated Balance Sheet as restated at December 31, 2016: Adjustments As Previously Reported ** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated ASSETS Current assets: Cash and cash equivalents $ 181,018 $ — $ — $ — $ (11,217 ) $ — $ 169,801 Restricted cash — — — — 41,632 — 41,632 Marketable securities 12,506 — — — — — 12,506 Accounts receivable, net 137,233 (344 ) (36,509 ) 7,896 (802 ) — 107,474 Prepaid expenses and other assets 33,696 — — 1,408 (1,166 ) 4,339 38,277 Total current assets 364,453 (344 ) (36,509 ) 9,304 28,447 4,339 369,690 Restricted cash 30,000 — — — (30,000 ) — — Marketable securities 2,974 — — — — — 2,974 Property and equipment, net 155,599 — — (823 ) 3,429 — 158,205 Goodwill 269,905 — — (41,358 ) — (3,896 ) 224,651 Intangible assets, net 203,864 — — (19,830 ) (21,066 ) — 162,968 Deferred tax assets 1,503 — — — — 11,783 13,286 Other assets 7,541 — — (70 ) 1,187 — 8,658 Note receivable from related party 83,000 — — (12,731 ) — — 70,269 Equity method investment 45,890 — — (2,240 ) — — 43,650 Total Assets $ 1,164,729 $ (344 ) $ (36,509 ) $ (67,748 ) $ (18,003 ) $ 12,226 $ 1,054,351 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported ** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 15,770 $ — $ — $ — $ 1,287 $ — $ 17,057 Accrued expenses 69,435 — 5,274 971 246 956 76,882 Deferred revenues 27,542 33,398 (151 ) (3,360 ) 1 — 57,430 Contingent consideration obligation 11,860 — — (9,027 ) — — 2,833 Short-term debt 29,000 — — — — — 29,000 Total current liabilities 153,607 33,398 5,123 (11,416 ) 1,534 956 183,202 Lease financing obligation - long term 12,121 — — 41 288 — 12,450 Long-term debt 226,291 — — — — — 226,291 Deferred tax liability 49,822 — — — — (46,314 ) 3,508 Deferred revenues 12,134 52,965 531 — — — 65,630 Other liabilities 3,783 — — — 1,679 2,731 8,193 Redeemable noncontrolling interests 49,856 — — (28,813 ) 4,237 — 25,280 Commitments and contingencies Stockholder's equity Common stock 5 — — — — — 5 Treasury stock (95,183 ) — — — (11,448 ) — (106,631 ) Additional paid-in capital 575,093 — — (7,667 ) 3,727 — 571,153 Accumulated other comprehensive loss (43,253 ) — 658 — 138 107 (42,350 ) Retained earnings 220,453 (86,707 ) (42,821 ) (19,893 ) (18,158 ) 54,746 107,620 Total stockholders' equity 657,115 (86,707 ) (42,163 ) (27,560 ) (25,741 ) 54,853 529,797 Total liabilities & stockholders' equity $ 1,164,729 $ (344 ) $ (36,509 ) $ (67,748 ) $ (18,003 ) $ 12,226 $ 1,054,351 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. The following table presents the Condensed Consolidated Statement of Operations as previously reported, restatement adjustments and the Condensed Consolidated Statement of Operations as restated for the three months ended June 30, 2016 : Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated Net revenues $ 118,255 $ (12,840 ) $ 16,211 $ (525 ) $ — $ — $ 121,101 Costs and expenses: Cost of revenues* 48,467 — — (171 ) (116 ) — 48,180 Research and development 26,170 — — — 1,877 — 28,047 Selling, general and administrative 29,952 153 (472 ) 296 (49 ) — 29,880 Net change in contingent consideration obligation 6,386 — — (3,276 ) — — 3,110 Restructuring charges 1,139 — — — — — 1,139 Depreciation and amortization 25,262 — — (1,111 ) (58 ) — 24,093 Total costs and expenses 137,376 153 (472 ) (4,262 ) 1,654 — 134,449 Loss from continuing operations (19,121 ) (12,993 ) 16,683 3,737 (1,654 ) — (13,348 ) Interest income 591 — — — — — 591 Interest expense (1,834 ) — — — — — (1,834 ) Other expense, net 865 — (197 ) — — — 668 Loss from continuing operations, before taxes (19,499 ) (12,993 ) 16,486 3,737 (1,654 ) — (13,923 ) Benefit (provision) for income taxes 2,074 — — — — (2,444 ) (370 ) Net (loss) income from continuing operations (17,425 ) (12,993 ) 16,486 3,737 (1,654 ) (2,444 ) (14,293 ) Net income from discontinued operations, net of tax 10,122 — (1,188 ) — 1 10,050 18,985 Net (loss) income (7,303 ) (12,993 ) 15,298 3,737 (1,653 ) 7,606 4,692 Net loss attributable to redeemable noncontrolling interests (2,864 ) — — — (276 ) — (3,140 ) Net (loss) income attributable to Synchronoss $ (4,439 ) $ (12,993 ) $ 15,298 $ 3,737 $ (1,377 ) $ 7,606 $ 7,832 Basic: Continuing operations $ (0.34 ) $ (0.26 ) Discontinued operations 0.24 0.44 $ (0.10 ) $ 0.18 Diluted: Continuing operations $ (0.34 ) $ (0.26 ) Discontinued operations 0.24 0.44 $ (0.10 ) $ 0.18 Weighted-average common shares outstanding: Basic 43,450 43,450 Diluted 43,450 43,450 * Cost of services excludes depreciation and amortization which is shown separately. ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. The following table presents the Condensed Consolidated Statement of Operations as previously reported, restatement adjustments and the Condensed Consolidated Statement of Operations as restated for the six months ended June 30, 2016 : Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated Net revenues $ 222,474 $ (10,721 ) $ (1,875 ) $ (10,531 ) $ — $ — $ 199,347 Costs and expenses: Cost of revenues* 94,915 — — (172 ) (412 ) — 94,331 Research and development 50,267 — — — 3,607 — 53,874 Selling, general and administrative 56,875 153 (472 ) 380 (1,142 ) — 55,794 Net change in contingent consideration obligation 6,727 — — (3,612 ) — — 3,115 Restructuring charges 4,049 — — — — — 4,049 Depreciation and amortization 49,317 — — (2,222 ) (220 ) — 46,875 Total costs and expenses 262,150 153 (472 ) (5,626 ) 1,833 — 258,038 Loss from continuing operations (39,676 ) (10,874 ) (1,403 ) (4,905 ) (1,833 ) — (58,691 ) Interest income 1,221 — — — — — 1,221 Interest expense (3,410 ) — — — — — (3,410 ) Other expense, net (19 ) — 306 — — — 287 Loss from continuing operations, before taxes (41,884 ) (10,874 ) (1,097 ) (4,905 ) (1,833 ) — (60,593 ) Benefit for income taxes 2,435 — — — — 12,715 15,150 Net loss from continuing operations (39,449 ) (10,874 ) (1,097 ) (4,905 ) (1,833 ) 12,715 (45,443 ) Net income from discontinued operations, net of tax 21,063 — (3,299 ) — 1 34 17,799 Net loss (18,386 ) (10,874 ) (4,396 ) (4,905 ) (1,832 ) 12,749 (27,644 ) Net loss attributable to redeemable noncontrolling interests (5,993 ) — — — (154 ) — (6,147 ) Net loss attributable to Synchronoss $ (12,393 ) $ (10,874 ) $ (4,396 ) $ (4,905 ) $ (1,678 ) $ 12,749 $ (21,497 ) Basic: Continuing operations $ (0.77 ) $ (0.90 ) Discontinued operations 0.48 0.41 $ (0.29 ) $ (0.49 ) Diluted: Continuing operations $ (0.77 ) $ (0.90 ) Discontinued operations 0.48 0.41 $ (0.29 ) $ (0.49 ) Weighted-average common shares outstanding: Basic 43,449 43,430 Diluted 43,449 43,430 * Cost of services excludes depreciation and amortization which is shown separately. ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. The following table presents the Condensed Consolidated Statement of Comprehensive (Loss) as previously reported, restatement adjustments and the Condensed Consolidated Statement of Comprehensive (Loss) as restated for the three months ended June 30, 2016 : Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated Net (loss) income $ (7,303 ) $ (12,993 ) $ 15,298 $ 3,737 $ (1,653 ) $ 7,606 $ 4,692 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (6,224 ) — 109 — — — (6,115 ) Unrealized loss on available for sale securities (22 ) — — — — — (22 ) Net income (loss) on intra-entity foreign currency transactions 624 — — — — — 624 Total other comprehensive loss, net of tax (5,622 ) — 109 — — — (5,513 ) Comprehensive loss (12,925 ) (12,993 ) 15,407 3,737 (1,653 ) 7,606 (821 ) Comprehensive loss attributable to redeemable noncontrolling interests (2,864 ) — — — (276 ) — (3,140 ) Comprehensive (loss) income attributable to Synchronoss $ (10,061 ) $ (12,993 ) $ 15,407 $ 3,737 $ (1,377 ) $ 7,606 $ 2,319 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. The following table presents the Condensed Consolidated Statement of Comprehensive (Loss) as previously reported, restatement adjustments and the Condensed Consolidated Statement of Comprehensive (Loss) as restated for the six months ended June 30, 2016 : Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Restated Net (loss) income $ (18,386 ) $ (10,874 ) $ (4,396 ) $ (4,905 ) $ (1,832 ) $ 12,749 $ (27,644 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 3,444 — (115 ) — 19 — 3,348 Unrealized loss on available for sale securities (2 ) — — — — — (2 ) Net income on intra-entity foreign currency transactions 362 — — — — — 362 Total other comprehensive income, net of tax 3,804 — (115 ) — 19 — 3,708 Comprehensive loss (14,582 ) (10,874 ) (4,511 ) (4,905 ) (1,813 ) 12,749 (23,936 ) Comprehensive loss attributable to redeemable noncontrolling interests (5,993 ) — — — (154 ) — (6,147 ) Comprehensive (loss) income attributable to Synchronoss $ (8,589 ) $ (10,874 ) $ (4,511 ) $ (4,905 ) $ (1,659 ) $ 12,749 $ (17,789 ) ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. The following table presents the Condensed Consolidated Statement of Cash Flows as previously reported, restatement adjustments, and the Condensed Consolidated Statement of Cash Flows as restated for the six months ended June 30, 2016: As Previously Reported Adjustments As Restated Operating activities: Net loss continuing operations $ (39,449 ) $ (5,994 ) $ (45,443 ) Net income from discontinued operations 21,063 (3,264 ) 17,799 Adjustments to reconcile net loss to net cash provided by operating activities: 80,480 (18,425 ) 62,055 Changes in operating assets and liabilities: 12,096 6,549 18,645 Net cash provided by operating activities 74,190 (21,134 ) 53,056 Investing activities: Net cash used in investing activities (116,317 ) 16,156 (100,161 ) Financing activities: Net cash provided by financing activities 6,011 5,380 11,391 Effect of exchange rate changes on cash (490 ) (640 ) (1,130 ) Net decrease in cash and cash equivalents (36,606 ) (238 ) (36,844 ) Cash, restricted cash and cash equivalents at beginning of period 147,634 238 147,872 Cash, restricted cash and cash equivalents at end of period 111,028 — 111,028 Cash and cash equivalents per Condensed Consolidated Balance Sheet 111,028 (21,042 ) 89,986 Restricted cash per the Condensed Consolidated Balance Sheet — 21,042 21,042 Total cash, cash equivalents and restricted cash $ 111,028 $ — $ 111,028 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 3,208 $ — $ 3,208 Cash paid for interest $ 1,355 $ — $ 1,355 |