Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | SYNCHRONOSS TECHNOLOGIES INC | ||
Entity Central Index Key | 1,131,554 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Common Stock, Shares Outstanding | 42,171,671 | ||
Entity Public Float | $ 459.1 | ||
Amendment Description | Synchronoss Technologies, Inc., is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) for the fiscal year ended December 31, 2017, to amend certain items as set forth below to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2018 (the “Original Filing”). The purpose of this Form 10-K/A is to amend the Original Filing to correct certain clerical errors identified in the quarterly earnings per share amounts within Note 19, “Summary of Quarterly Results of Operations (Unaudited)”, of the Consolidated Financial Statements set forth in Item 8 of Part II of the Original Filing and certain tax adjustments pertaining to discontinued operations between quarterly periods reflected in Note 19, “Summary of Quarterly Results of Operations (Unaudited)”, of the Consolidated Financial Statements set forth in Item 8 of Part II of the Original Filing. The adjustments identified have no impact to the annual Consolidated Financial Statements in the Original Filing or Synchronoss’ continuing operations. For convenience and ease of reference, Synchronoss is filing this Form 10-K/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of July 2, 2018, the filing date of the Original Filing. Except as stated herein, this Form 10-K/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date. Pursuant to the rules of the SEC, Item 15 of Part IV of the Original Filing has been amended to contain the currently-dated certifications from Synchronoss’ principal executive officer and principal financial officer, which are attached to this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Current assets: | ||||||||||
Cash and cash equivalents | $ 156,299 | $ 169,801 | $ 110,344 | $ 89,986 | $ 86,782 | $ 147,872 | $ 235,967 | |||
Restricted cash | 89,826 | [1] | 41,632 | [1] | 12,975 | 21,042 | 26,302 | 0 | ||
Marketable securities | 3,111 | 12,506 | 16,973 | 62,274 | 63,713 | |||||
Accounts receivable, net of allowance for doubtful receivables of $3,107 and $1,459 at December 31, 2017 and December 31, 2016, respectively | 78,186 | [1] | 107,474 | [1] | 156,227 | 120,243 | 116,366 | |||
Prepaid and other current assets | 43,557 | 38,277 | 47,340 | 48,908 | 53,488 | |||||
Total current assets | 370,979 | 369,690 | 345,491 | 344,085 | 347,739 | |||||
Marketable securities | 0 | 2,974 | 3,968 | 13,949 | 17,934 | |||||
Property and equipment, net | 111,825 | 158,205 | 171,548 | 170,507 | 165,620 | |||||
Goodwill | 237,303 | 224,651 | 233,605 | 236,006 | 228,621 | 149,928 | ||||
Intangible assets, net | 132,167 | 162,968 | 186,165 | 194,391 | 204,361 | |||||
Deferred tax assets | 0 | 13,286 | ||||||||
Other assets | 5,236 | 8,658 | 10,056 | 10,371 | 12,215 | |||||
Note receivable from related party, net of allowance for loan losses of $14,562 at December 31, 2017 | [1] | 73,984 | 70,269 | |||||||
Equity method investment | 33,917 | 43,650 | ||||||||
Total assets | 965,411 | 1,054,351 | 1,018,811 | 1,030,259 | 1,033,517 | |||||
Current liabilities: | ||||||||||
Accounts payable | 5,959 | 17,057 | 28,724 | 35,150 | 33,171 | |||||
Accrued expenses | 72,739 | 76,882 | 58,531 | 67,619 | 77,242 | |||||
Deferred revenues | 75,829 | 57,430 | 45,679 | 42,144 | 38,649 | |||||
Contingent consideration obligation | 0 | 2,833 | 3,405 | 4,754 | 1,644 | |||||
Short-term debt | 0 | 29,000 | 38,000 | 47,000 | 50,000 | |||||
Mandatorily redeemable financial instrument | 37,959 | 0 | ||||||||
Total current liabilities | 192,486 | 183,202 | 174,339 | 196,667 | 200,706 | |||||
Lease financing obligation | 11,183 | 12,450 | 13,125 | 13,668 | 14,094 | |||||
Convertible debt, net of debt issuance costs | 227,704 | 226,291 | 225,938 | 225,585 | 225,231 | |||||
Deferred tax liabilities | 13,735 | 3,508 | ||||||||
Deferred revenues | 25,241 | 65,630 | 59,208 | 61,507 | 42,685 | |||||
Other liabilities | 6,195 | 8,193 | 8,008 | 8,324 | 20,213 | |||||
Redeemable noncontrolling interest | 25,280 | 25,280 | 25,280 | 25,280 | 25,280 | |||||
Stockholders’ equity: | ||||||||||
Common stock, $0.0001 par value; 100,000 shares authorized, 52,024 and 50,388 shares issued; 46,965 and 45,292 outstanding at December 31, 2017 and December 31, 2016, respectively | 5 | 5 | 3 | 4 | 4 | |||||
Treasury stock, at cost (5,059 and 5,096 shares at December 31, 2017 and December 31, 2016, respectively) | (105,584) | (106,631) | (96,767) | (98,488) | (75,044) | |||||
Additional paid-in capital | 597,553 | 571,153 | 547,623 | 540,348 | 535,526 | |||||
Accumulated other comprehensive loss | (23,373) | (42,350) | (30,747) | (33,808) | (28,291) | |||||
Retained earnings | (5,014) | 107,620 | 82,784 | 77,836 | 66,397 | |||||
Total stockholders’ equity | 463,587 | 529,797 | 502,896 | 485,892 | 498,592 | $ 505,329 | $ 463,464 | |||
Total liabilities and stockholders’ equity | $ 965,411 | $ 1,054,351 | $ 1,018,811 | $ 1,030,259 | $ 1,033,517 | |||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 3,107 | $ 1,459 |
Notes receivable, net of allowance for loan losses | $ 14,562 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 52,024,000 | 50,388,000 |
Common stock, shares outstanding (in shares) | 46,965,000 | 45,292,000 |
Treasury stock (in shares) | 5,059,000 | 5,096,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Income Statement [Abstract] | ||||||||||||||||||
Net revenues | $ 106,259 | $ 91,015 | $ 118,990 | $ 86,097 | $ 107,011 | $ 119,936 | $ 121,101 | $ 78,246 | $ 86,463 | $ 88,747 | $ 87,710 | $ 109,641 | $ 402,361 | [1] | $ 426,294 | [1] | $ 372,561 | [1] |
Costs and expenses: | ||||||||||||||||||
Cost of revenues | 51,215 | 49,138 | 48,180 | 46,151 | 45,698 | 40,265 | 35,945 | 32,902 | 181,453 | [2] | 194,684 | 154,810 | ||||||
Research and development | 29,589 | 31,030 | 28,047 | 25,827 | 24,193 | 24,151 | 22,466 | 21,953 | 90,850 | 114,493 | 92,763 | |||||||
Selling, general and administrative | 41,607 | 28,827 | 29,880 | 25,914 | 26,505 | 20,339 | 18,615 | 19,132 | 154,037 | 126,228 | 84,591 | |||||||
Net change in contingent consideration obligation | (572) | (1,349) | 3,110 | 5 | 1,515 | 0 | 1,194 | 1,515 | ||||||||||
Restructuring charges | 1,360 | 924 | 1,139 | 2,910 | (34) | 359 | 1,416 | 3,205 | 10,739 | 6,333 | 4,946 | |||||||
Depreciation and amortization | 35,499 | 23,592 | 24,093 | 22,782 | 20,683 | 19,588 | 16,596 | 14,182 | 94,884 | 105,966 | 71,049 | |||||||
Total costs and expenses | 158,698 | 132,162 | 134,449 | 123,589 | 118,560 | 104,702 | 95,038 | 91,374 | 531,963 | 548,898 | 409,674 | |||||||
Loss from continuing operations | (33,222) | (36,139) | (8,894) | (51,347) | (51,687) | (12,226) | (13,348) | (45,343) | (32,097) | (15,955) | (7,328) | 18,267 | (129,602) | (122,604) | (37,113) | |||
Interest income | 415 | 271 | 591 | 630 | 564 | 546 | 471 | 466 | 12,502 | [1] | 1,907 | [1] | 2,047 | [1] | ||||
Interest expense | (2,408) | (1,596) | (1,834) | (1,576) | (1,503) | (1,448) | (1,418) | (1,342) | (55,771) | (7,414) | (5,711) | |||||||
Loss on extinguishment of debt | (29,413) | 0 | 0 | |||||||||||||||
Other (expense) income, net | 886 | (151) | 668 | (381) | 808 | (921) | 472 | 248 | (17,678) | 1,022 | 607 | |||||||
Equity method investment loss | (9,125) | 0 | 0 | |||||||||||||||
Loss from continuing operations, before taxes | (52,794) | (13,702) | (13,923) | (46,670) | (32,228) | (17,778) | (7,803) | 17,639 | (229,087) | (127,089) | (40,170) | |||||||
Benefit for income taxes | 14,460 | 3,610 | (370) | 15,520 | 7,110 | 7,780 | (8,410) | (4,092) | 34,863 | 33,220 | 2,388 | |||||||
Net loss from continuing operations | (38,334) | (10,092) | (14,293) | (31,150) | (25,118) | (9,998) | (16,213) | 13,547 | (194,224) | (93,869) | (37,782) | |||||||
Net income from discontinued operations, net of taxes | 63,454 | 9,307 | 18,985 | (1,186) | 9,314 | 1,140 | 23,622 | 6,191 | 75,495 | 90,560 | 40,267 | |||||||
Net (loss) income | 8,604 | (36,364) | (29,383) | (61,586) | 25,120 | (785) | 4,692 | (32,336) | (15,804) | (8,858) | 7,409 | 19,738 | (118,729) | (3,309) | 2,485 | |||
Net (loss) income attributable to noncontrolling interests | (5,709) | (3,347) | (3,140) | (3,007) | (628) | (9,291) | (15,203) | (628) | ||||||||||
Net (loss) income attributable to Synchronoss | $ 10,915 | $ (35,088) | $ (26,568) | $ (58,697) | $ 30,829 | $ 2,562 | $ 7,832 | $ (29,329) | $ (15,176) | $ (8,858) | $ 7,409 | $ 19,738 | $ (109,438) | $ 11,894 | $ 3,113 | |||
Earnings Per Share, Basic [Abstract] | ||||||||||||||||||
Basic, Continuing operations (in dollars per share) | $ (1.75) | $ (0.98) | $ (0.44) | $ (0.96) | $ (0.74) | $ (0.15) | $ (0.25) | $ (0.66) | $ (0.57) | $ (0.24) | $ (0.39) | $ 0.33 | $ (4.14) | [3] | $ (1.81) | [3] | $ (0.88) | [3] |
Basic, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.15 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Basic (in dollars per share) | 0.24 | (0.78) | (0.60) | (1.33) | 0.71 | 0.06 | 0.19 | (0.69) | (0.35) | (0.21) | 0.17 | 0.48 | (2.45) | [3] | 0.27 | [3] | 0.07 | [3] |
Earnings Per Share, Diluted [Abstract] | ||||||||||||||||||
Diluted, Continuing operations (in dollars per share) | (1.75) | (0.98) | (0.44) | (0.96) | (0.74) | (0.15) | (0.25) | (0.66) | (0.57) | (0.24) | (0.39) | 0.30 | (4.14) | [3] | (1.81) | [3] | (0.88) | [3] |
Diluted, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.13 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Diluted (in dollars per share) | $ 0.24 | $ (0.78) | $ (0.60) | $ (1.33) | $ 0.71 | $ 0.06 | $ 0.19 | $ (0.69) | $ (0.35) | $ (0.21) | $ 0.17 | $ 0.43 | $ (2.45) | [3] | $ 0.27 | [3] | $ 0.07 | [3] |
Weighted-average common shares outstanding: | ||||||||||||||||||
Basic (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
Diluted (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account | |||||||||||||||||
[2] | Cost of services excludes depreciation and amortization which is shown separately. | |||||||||||||||||
[3] | See Note 3 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||||||||||||||
Net loss from continuing operations | $ 8,604 | $ (36,364) | $ (29,383) | $ (61,586) | $ 25,120 | $ (785) | $ 4,692 | $ (32,336) | $ (15,804) | $ (8,858) | $ 7,409 | $ 19,738 | $ (118,729) | $ (3,309) | $ 2,485 |
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | 17,027 | (4,114) | (17,705) | ||||||||||||
Unrealized gain (loss) on securities | 18 | 3 | (20) | ||||||||||||
Net gain (loss) on intra-entity foreign currency transactions | 1,932 | (725) | (1,335) | ||||||||||||
Total other comprehensive income (loss), net of tax | 18,977 | (4,836) | (19,060) | ||||||||||||
Comprehensive loss | (99,752) | (8,145) | (16,575) | ||||||||||||
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (9,291) | (15,203) | (628) | ||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | $ (90,461) | $ 7,058 | $ (15,947) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock | Treasury StockTreasury Stock | Treasury StockAdditional Paid-In Capital | Common Stock | Common StockCommon Stock | Common StockAdditional Paid-In Capital |
Balance (As Previously Reported) at Dec. 31, 2014 | $ 529,107 | $ 4 | $ (66,336) | $ 454,740 | $ (20,014) | $ 160,713 | ||||||
Balance (Adjustments) | (65,643) | (1,991) | 2,408 | 1,560 | (67,620) | |||||||
Balance at Dec. 31, 2014 | 463,464 | $ 4 | $ (68,327) | 457,148 | (18,454) | 93,093 | ||||||
Balance (in shares) (As Previously Reported) at Dec. 31, 2014 | 46,444 | (3,733) | ||||||||||
Balance (in shares) (Adjustments) | 176 | (159) | ||||||||||
Balance (in shares) at Dec. 31, 2014 | 46,620 | (3,892) | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Stock based compensation | 30,780 | 30,780 | ||||||||||
Issuance of restricted stock | 0 | 0 | ||||||||||
Issuance of restricted stock (in shares) | (734) | |||||||||||
Issuance of common stock on exercise of options | 19,936 | 19,936 | ||||||||||
Issuance of common stock on exercise of options (in shares) | 879 | |||||||||||
ESPP compensation | 624 | 624 | ||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | 1,902 | 1,902 | ||||||||||
Other | 0 | 4 | ||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | 54 | |||||||||||
Adjustments to redemption value of noncontrolling interest | (628) | (628) | ||||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | 40,630 | |||||||||||
Net income (loss) attributable to Synchronoss (2) | 3,113 | 3,113 | ||||||||||
Total other comprehensive income (loss) | As Previously Reported | (18,670) | |||||||||||
Total other comprehensive income (loss) | (19,060) | (19,060) | ||||||||||
Tax benefit from stock option exercise | 5,198 | 5,198 | ||||||||||
Balance at Dec. 31, 2015 | 505,329 | $ 4 | $ (68,327) | 514,964 | (37,514) | 96,202 | ||||||
Balance (in shares) at Dec. 31, 2015 | 48,287 | (3,892) | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | 234 | 710 | (476) | |||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | (7,954) | |||||||||||
Net income (loss) attributable to Synchronoss (2) | (29,329) | |||||||||||
Balance (As Previously Reported) at Mar. 31, 2016 | 627,716 | |||||||||||
Balance at Mar. 31, 2016 | 498,592 | |||||||||||
Balance at Dec. 31, 2015 | 505,329 | $ 4 | $ (68,327) | 514,964 | (37,514) | 96,202 | ||||||
Balance (in shares) at Dec. 31, 2015 | 48,287 | (3,892) | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Stock based compensation | 33,361 | 33,361 | ||||||||||
Issuance of restricted stock | 0 | 0 | ||||||||||
Issuance of restricted stock (in shares) | (585) | |||||||||||
Issuance of common stock on exercise of options | 13,913 | $ 1 | 13,912 | |||||||||
Issuance of common stock on exercise of options (in shares) | 608 | |||||||||||
ESPP compensation | 817 | 817 | ||||||||||
Issuance of common stock related to acquisition | 22,000 | 22,000 | ||||||||||
Issuance of common stock related to acquisition (in shares) | 840 | |||||||||||
Issuance of common stock to subsidiary (in shares) | 20 | |||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | (40,025) | $ (40,025) | ||||||||||
Repurchase of treasury stock (in shares) | (1,262) | |||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | $ 1,228 | $ 1,721 | $ (493) | $ 955 | $ 955 | |||||||
Other | 130 | 130 | ||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | 58 | |||||||||||
Adjustments to redemption value of noncontrolling interest | (15,203) | (15,203) | ||||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | 19,588 | |||||||||||
Net income (loss) attributable to Synchronoss (2) | 11,894 | 11,894 | ||||||||||
Total other comprehensive income (loss) | As Previously Reported | (4,569) | |||||||||||
Total other comprehensive income (loss) | (4,836) | (4,836) | ||||||||||
Balance (As Previously Reported) at Dec. 31, 2016 | 657,115 | |||||||||||
Balance at Dec. 31, 2016 | $ 529,797 | $ 5 | $ (106,631) | 571,153 | (42,350) | 107,620 | ||||||
Balance (in shares) at Dec. 31, 2016 | 50,388 | 50,388 | (5,096) | |||||||||
Balance (As Previously Reported) at Mar. 31, 2016 | $ 627,716 | |||||||||||
Balance at Mar. 31, 2016 | 498,592 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | (4,439) | |||||||||||
Net income (loss) attributable to Synchronoss (2) | 7,832 | |||||||||||
Balance (As Previously Reported) at Jun. 30, 2016 | 605,754 | |||||||||||
Balance at Jun. 30, 2016 | 485,892 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | 7,676 | |||||||||||
Net income (loss) attributable to Synchronoss (2) | 2,562 | |||||||||||
Balance (As Previously Reported) at Sep. 30, 2016 | 631,172 | |||||||||||
Balance at Sep. 30, 2016 | 502,896 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income (loss) attributable to Synchronoss (2) | As Previously Reported | 24,305 | |||||||||||
Net income (loss) attributable to Synchronoss (2) | 30,829 | |||||||||||
Balance (As Previously Reported) at Dec. 31, 2016 | 657,115 | |||||||||||
Balance at Dec. 31, 2016 | $ 529,797 | $ 5 | $ (106,631) | 571,153 | (42,350) | 107,620 | ||||||
Balance (in shares) at Dec. 31, 2016 | 50,388 | 50,388 | (5,096) | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | $ (3,196) | (3,196) | ||||||||||
Stock based compensation | 28,446 | 28,446 | ||||||||||
Issuance of restricted stock | 0 | |||||||||||
Issuance of restricted stock (in shares) | (1,565) | |||||||||||
Issuance of common stock on exercise of options | $ 2,460 | 2,460 | ||||||||||
Issuance of common stock on exercise of options (in shares) | 104 | 104 | ||||||||||
ESPP compensation | $ 495 | 495 | ||||||||||
Issuance of common stock related to acquisition | 4,701 | 4,701 | ||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | 1,047 | $ 1,047 | ||||||||||
Shares withheld for taxes in connection with issuance of restricted stock | 29 | |||||||||||
Shares withheld for taxes in connection with issuance of restricted stock | (442) | (442) | ||||||||||
Other | 31 | 31 | ||||||||||
Sale of treasury stock in connection with an employee stock purchase plan | 36 | 48 | ||||||||||
Adjustments to redemption value of noncontrolling interest | (9,291) | (9,291) | ||||||||||
Net income (loss) attributable to Synchronoss (2) | (109,438) | (109,438) | ||||||||||
Total other comprehensive income (loss) | 18,977 | 18,977 | ||||||||||
Balance at Dec. 31, 2017 | $ 463,587 | $ 5 | $ (105,584) | $ 597,553 | $ (23,373) | $ (5,014) | ||||||
Balance (in shares) at Dec. 31, 2017 | 52,024 | 52,028 | (5,060) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |||
Operating activities: | |||||
Net loss from continuing operations | $ (194,224) | $ (93,869) | $ (37,782) | ||
Net income from discontinued operations, net of taxes | 75,495 | 90,560 | 40,267 | ||
Gain on sale of discontinued operations | (122,842) | (113,129) | 0 | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization expense | 93,924 | 94,911 | 71,049 | ||
Impairment of long-lived assets and capitalized software | 960 | 11,055 | 0 | ||
Change in fair value of financial instruments | 4,367 | 0 | 0 | ||
Amortization of debt issuance costs | 12,771 | 1,607 | 1,501 | ||
Gain (Loss) on Extinguishment of Debt | 29,413 | 0 | 0 | ||
Amortization of debt issuance costs | (12,090) | (34) | 0 | ||
Allowance for loan losses | 14,562 | 0 | 0 | ||
Income (Loss) from Equity Method Investments | 9,125 | 0 | 0 | ||
Extinguishment of debt | (4,947) | (122) | 16 | ||
Change in fair value of financial instruments | 48,647 | 371 | 0 | ||
Business liquidation | 244 | 1,416 | 1,705 | ||
Non-cash interest on leased facility | 19,243 | 17,148 | (453) | ||
Stock-based compensation | 1,203 | 1,392 | 924 | ||
Contingent consideration obligation | 22,495 | 34,178 | 31,404 | ||
Changes in operating assets and liabilities: | (2,711) | 1,194 | (15) | ||
Accounts receivable, net of allowance for doubtful accounts | |||||
Prepaid expenses and other current assets | 29,283 | (13,650) | (19,774) | ||
Other assets | (5,513) | 31,648 | (9,057) | ||
Accounts payable | 3,237 | 8,880 | (3,751) | ||
Accrued expenses | (9,098) | (10,089) | (7,763) | ||
Tax benefit from stock option exercise | (4,949) | (7,523) | (710) | ||
Due to a related party | (3,337) | (6,558) | 2,128 | ||
Deferred revenues | (23,506) | 55,173 | 22,297 | ||
Net cash (used in) provided by operating activities | (18,248) | 104,559 | 91,986 | ||
Investing activities: | |||||
Purchases of fixed assets | (12,151) | (42,570) | (57,666) | ||
Purchases of intangible assets and capitalized software | (9,119) | (7,677) | (2,553) | ||
Proceeds from the sale of Speechcycle | 13,500 | 0 | 0 | ||
Purchases of marketable securities available-for-sale | (219) | (13,445) | (139,569) | ||
Proceeds from the sale of discontinued operations | 12,371 | 82,904 | 106,210 | ||
Investing in discontinued operations | 608 | 0 | 0 | ||
Investing in discontinued operations | (13,721) | 0 | 0 | ||
Investment In Note Receivable | (6,187) | 0 | 0 | ||
Proceeds from the sale of discontinued operations | 928,171 | 27,335 | 0 | ||
Businesses acquired, net of cash | (815,008) | (86,322) | (101,502) | ||
Net cash provided by (used in) investing activities | 98,245 | (39,775) | (195,080) | ||
Financing activities: | |||||
Proceeds from the exercise of stock options | 2,584 | 13,633 | 19,936 | ||
Taxes paid on withholding shares | (442) | 0 | 0 | ||
Payments on contingent consideration obligation | (122) | 0 | (4,468) | ||
Debt issuance costs related to the Credit Facility and Revolving Facility | (1,346) | ||||
Debt amendment costs related to the 2017 Credit Agreement | (16,776) | 0 | 0 | ||
Proceeds from issuance of long term debt | 900,000 | 0 | 0 | ||
Repayment of long term debt | (900,000) | 0 | 0 | ||
Borrowings on revolving line of credit | 0 | 144,000 | 0 | ||
Repayment of revolving line of credit | (29,000) | (115,000) | 0 | ||
Excess tax benefits from stock option exercises | 17 | 0 | 0 | ||
Repurchases of common stock | 0 | (40,025) | 0 | ||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 1,047 | 2,183 | 1,902 | ||
Payments on capital obligations | 33,592 | 0 | 0 | ||
Repayments of capital lease obligations | 2,985 | 3,815 | 2,021 | ||
Net cash (used in) provided by financing activities | (35,664) | (370) | 15,349 | ||
Effect of exchange rate changes on cash | (9,641) | (853) | (350) | ||
Net increase in cash, restricted cash and cash equivalents | 34,692 | 63,561 | (88,095) | ||
Cash, restricted cash and cash equivalents at beginning of period | 211,433 | 147,872 | 235,967 | ||
Cash, restricted cash and cash equivalents at end of period | 246,125 | 211,433 | 147,872 | ||
Supplemental disclosures of cash flow information: | |||||
Cash paid for income taxes | 7,612 | 4,661 | 29,868 | ||
Cash paid for interest | 55,957 | 6,981 | 5,791 | ||
Supplemental disclosures of non-cash investing and financing activities: | |||||
Issuance of common stock in connection with Openwave acquisition | 22,000 | ||||
Cash and cash equivalents | 156,299 | 169,801 | 147,872 | ||
Restricted cash | 89,826 | [1] | 41,632 | [1] | 0 |
Openwave Messaging | |||||
Supplemental disclosures of non-cash investing and financing activities: | |||||
Issuance of common stock in connection with Openwave acquisition | 0 | 22,000 | 0 | ||
Intralinks Holdings, Inc. | |||||
Supplemental disclosures of non-cash investing and financing activities: | |||||
Issuance of common stock in connection with Openwave acquisition | 4,700 | 0 | 0 | ||
Revolving Credit Facility | |||||
Financing activities: | |||||
Debt issuance costs related to the Credit Facility and Revolving Facility | (3,692) | (1,346) | 0 | ||
Long-term Debt | |||||
Financing activities: | |||||
Debt issuance costs related to the Credit Facility and Revolving Facility | $ (19,887) | $ 0 | $ 0 | ||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Description of Business [Abstract] | |
Description of Business | Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) is a global software and services company that provides essential technologies for the mobile transformation of business. The Company’s portfolio, which is targeted at the Consumer and Enterprise markets, contains offerings such as personal cloud, secure-mobility, identity management and scalable messaging platforms, products and solutions. These essential technologies create a better way of delivering the transformative mobile experiences that service providers and enterprises need to help them stay ahead of the curve in competition, innovation, productivity, growth and operational efficiency. Synchronoss’ products and platforms are designed to be carrier-grade, flexible and scalable, enabling multiple converged communication services to be managed across a range of distribution channels including e-commerce, m-commerce, telesales, customer stores, indirect and other retail outlets. This business model allows the Company to meet the rapidly changing converged services and connected devices offered by their customers. Synchronoss’ products, platforms and solutions enable its enterprise and service provider customers to acquire, retain and service subscribers and employees quickly, reliably and cost-effectively with white label and custom-branded solutions. Synchronoss customers can simplify the processes associated with managing the customer experience for procuring, activating, connecting, backing-up, synchronizing and 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 their customers through new subscriber acquisitions, sale of new devices, accessories and new value-added service offerings in the Cloud. By using the Company’s technologies, Synchronoss customers can optimize their cost of operations while enhancing their customer experience. The Company currently operates in and markets their solutions and services directly through their sales organizations in North America, Europe, the Middle East and Africa (“EMEA”), and the Asia-Pacific region. Synchronoss delivers essential technologies for mobile transformation to two primary types of customers: service provider and enterprise customers in regulated verticals and use cases. Service Providers, Retailers, OEMs, Re-sellers and Service Integrators The Company’s 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. Synchronoss’ customers rely on these solutions and technology to automate the process of activation and content and settings management for their subscribers’ devices while delivering additional communication services. Synchronoss’ portfolio includes: cloud-based sync, backup, storage and content engagement capabilities, broadband connectivity solutions, analytics, white label messaging, identity/access 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, as well as other customers to accelerate and monetize value-add services for secure and broadband networks and connected devices. |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
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 below. The effects of the restatement adjustments on the Company’s unaudited consolidated financial statements as of and for the quarters ended March 31, June 30 and September 31, 2016 and 2015 are included in Note 19, “Summary of Quarterly Results of Operations (Unaudited).” The individual restatement matters that underlie the restatement adjustments are described below. The restatement adjustments also affect periods prior to 2015 and such adjustments have been reflected in the restated opening stockholders’ equity balances as of January 1, 2015. 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 collectibility 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 17 - Income Taxes for discussion of the related impact to the Company’s effective tax rate. The following table presents the Consolidated Balance Sheet as previously reported, restatement adjustments and the 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 current 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 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 The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended 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 Net revenues $ 476,750 $ (39,492 ) $ 9,435 $ (20,399 ) $ — $ — $ 426,294 Costs and expenses: Cost of services 194,198 — — (43 ) 529 — 194,684 Research and development 106,681 — — — 7,812 — 114,493 Selling, general and administrative 131,106 155 (4,470 ) 461 (1,024 ) — 126,228 Net change in contingent consideration obligation 10,930 — — (9,736 ) — — 1,194 Restructuring charges 6,333 — — — — — 6,333 Depreciation and amortization 99,311 — — (4,452 ) 11,107 — 105,966 Total costs and expenses 548,559 155 (4,470 ) (13,770 ) 18,424 — 548,898 Loss from continuing operations (71,809 ) (39,647 ) 13,905 (6,629 ) (18,424 ) — (122,604 ) Interest income 2,428 — — (340 ) (181 ) — 1,907 Interest expense (7,013 ) — — 374 200 (975 ) (7,414 ) Other expense, net 1,863 — 253 (830 ) (264 ) — 1,022 Loss from continuing operations, before taxes (74,531 ) (39,647 ) 14,158 (7,425 ) (18,669 ) (975 ) (127,089 ) Benefit for income taxes 7,990 — — — — 25,230 33,220 Net loss from continuing operations (66,541 ) (39,647 ) 14,158 (7,425 ) (18,669 ) 24,255 (93,869 ) Net income from discontinued operations, net of tax 74,533 — (397 ) 17,844 — (1,420 ) 90,560 Net loss 7,992 (39,647 ) 13,761 10,419 (18,669 ) 22,835 (3,309 ) Net loss attributable to redeemable noncontrolling interests (11,596 ) — — — (3,607 ) — (15,203 ) Net loss attributable to Synchronoss $ 19,588 $ (39,647 ) $ 13,761 $ 10,419 $ (15,062 ) $ 22,835 $ 11,894 Basic: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Diluted: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Weighted-average common shares outstanding: Basic 43,571 43,551 Diluted 43,571 43,551 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended December 31, 2015: 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 $ 428,117 $ (26,908 ) $ 1,442 $ (30,090 ) $ — $ — $ 372,561 Costs and expenses: Cost of services 155,287 — — (17 ) (460 ) — 154,810 Research and development 91,430 — — — 1,333 — 92,763 Selling, general and administrative 88,411 — (3,042 ) — (778 ) — 84,591 Net change in contingent consideration obligation 760 — — 755 — — 1,515 Restructuring charges 4,946 — — — — — 4,946 Depreciation and amortization 72,152 — — (136 ) (967 ) — 71,049 Total costs and expenses 412,986 — (3,042 ) 602 (872 ) — 409,674 Loss from continuing operations 15,131 (26,908 ) 4,484 (30,692 ) 872 — (37,113 ) Interest income 2,047 — — — — — 2,047 Interest expense (5,711 ) — — — — — (5,711 ) Other expense, net 372 — (52 ) (16 ) 303 — 607 Loss from continuing operations, before taxes 11,839 (26,908 ) 4,432 (30,708 ) 1,175 — (40,170 ) Benefit for income taxes (5,424 ) — (534 ) — — 8,346 2,388 Net loss from continuing operations 6,415 (26,908 ) 3,898 (30,708 ) 1,175 8,346 (37,782 ) Net income from discontinued operations, net of tax 40,267 — — — — — 40,267 Net loss 46,682 (26,908 ) 3,898 (30,708 ) 1,175 8,346 2,485 Net loss attributable to redeemable noncontrolling interests 6,052 — — — (6,680 ) — (628 ) Net loss attributable to Synchronoss $ 40,630 $ (26,908 ) $ 3,898 $ (30,708 ) $ 7,855 $ 8,346 $ 3,113 Basic: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Diluted: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Weighted-average common shares outstanding: Basic 42,284 42,284 Diluted 42,284 42,284 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended 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 Net (loss) income $ 7,992 $ (39,647 ) $ 13,761 $ 10,419 $ (18,669 ) $ 22,835 $ (3,309 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (4,042 ) — 12 — 23 (107 ) (4,114 ) Unrealized gain (loss) on securities 198 — (141 ) — (161 ) 107 3 Net loss on intra-entity foreign currency transactions (725 ) — — — — — (725 ) Total other comprehensive loss (4,569 ) — (129 ) — (138 ) — (4,836 ) Comprehensive (loss) income $ 3,423 $ (39,647 ) $ 13,632 $ 10,419 $ (18,807 ) $ 22,835 $ (8,145 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ (11,596 ) $ — $ — $ — $ (3,607 ) $ — $ (15,203 ) Total comprehensive (loss) income attributable to Synchronoss $ 15,019 $ (39,647 ) $ 13,632 $ 10,419 $ (15,200 ) $ 22,835 $ 7,058 The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended December 31, 2015: 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 $ 46,682 $ (26,908 ) $ 3,898 $ (30,708 ) $ 1,175 $ 8,346 $ 2,485 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (17,281 ) — 547 — (58 ) (913 ) (17,705 ) Unrealized gain (loss) on securities (54 ) — — — 53 (19 ) (20 ) Net loss on intra-entity foreign currency transactions (1,335 ) — — — — — (1,335 ) Total other comprehensive loss (18,670 ) — 547 — (5 ) (932 ) (19,060 ) Comprehensive (loss) income $ 28,012 $ (26,908 ) $ 4,445 $ (30,708 ) $ 1,170 $ 7,414 $ (16,575 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ 6,052 $ — $ — $ — $ (6,680 ) $ — $ (628 ) Total comprehensive (loss) income attributable to Synchronoss $ 21,960 $ (26,908 ) $ 4,445 $ (30,708 ) $ 7,850 $ 7,414 $ (15,947 ) The following table presents the Consolidated Statement of Stockholders equity as previously reported, restatement adjustments and the Consolidated Statement of Stockholders’ Equity as restated for the year ended December 31, 2014: Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders’ Equity Common Stock Treasury Stock Shares Amount Shares Amount Balance at December 31, 2014 (As Previously Reported) 46,444 $ 4 (3,733 ) $ (66,336 ) $ 454,740 $ (20,014 ) $ 160,713 529,107 Adjustments from: Revenue - Hosting, before income tax effect — — — — — — (20,152 ) (20,152 ) Revenue - Evidence of Arrangement and Other Revenue, before income tax effect — — — — — 240 (60,478 ) (60,238 ) Acquisitions & Divestiture, before income tax effect — — — — — — (5,960 ) (5,960 ) Capitalized Software and Other, before income tax effect 176 — (159 ) (1,991 ) 2,408 281 (4,599 ) (3,901 ) Income tax adjustments — — — — — 1,039 23,569 24,608 Total adjustments 176 — (159 ) (1,991 ) 2,408 1,560 (67,620 ) (65,643 ) Balance at December 31, 2014 (As Restated) 46,620 $ 4 (3,892 ) $ (68,327 ) $ 457,148 $ (18,454 ) $ 93,093 $ 463,464 The following table presents the Consolidated Statement of Cash Flows as previously reported, restatement adjustments, the effect of early adopting Accounting Standard Update (“ASU”) 2016-18 Statement of Cash Flows (Topic 230) and the Consolidated Statement of Cash Flows as restated for the year ended December 31, 2016: As Previously Reported Adjustments Effect of Early Adoption of ASU 2016-18 As Restated Operating activities: Net loss continuing operations $ (66,541 ) $ (27,328 ) $ — $ (93,869 ) Net loss from discontinued operations 74,533 16,027 — 90,560 Gain (loss) on sale of discontinued operations, net of tax (95,311 ) (17,818 ) — (113,129 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 99,311 (4,400 ) — 94,911 Impairment of long-lived assets and capitalized software — 11,055 — 11,055 Amortization of debt issuance costs 1,607 — — 1,607 Accrued PIK interest — (34 ) — (34 ) Gain (loss) on disposals (952 ) 830 — (122 ) Discontinued operations non-cash and working capital adjustments — 371 — 371 Amortization of bond premium 1,416 — — 1,416 Deferred income taxes 32,826 (15,678 ) — 17,148 Non-cash interest on leased facility 1,111 281 — 1,392 Stock-based compensation 33,979 199 — 34,178 Contingent consideration obligation 10,930 (9,736 ) — 1,194 Changes in operating assets and liabilities: — — Accounts receivable, net of allowance for doubtful accounts (1,662 ) (11,988 ) — (13,650 ) Prepaid expenses and other current assets 12,644 19,004 — 31,648 Other assets 10,054 (1,174 ) — 8,880 Accounts payable (11,139 ) 1,050 — (10,089 ) Accrued expenses 22,024 (29,547 ) — (7,523 ) Other liabilities (6,558 ) — — (6,558 ) Deferred revenues 24,317 30,856 — 55,173 Net cash provided by operating activities 142,589 (38,030 ) — 104,559 Investing activities: Purchases of fixed assets (58,542 ) 15,972 — (42,570 ) Purchases of intangible assets and capitalized software — (7,677 ) — (7,677 ) Purchases of marketable securities available-for-sale (13,445 ) — — (13,445 ) Maturities of marketable securities available-for-sale 82,904 — — 82,904 Change in restricted cash (30,000 ) — 30,000 — Proceeds from the sale of discontinued operations 18,135 9,200 — 27,335 Businesses acquired, net of cash (98,428 ) 12,106 — (86,322 ) Net cash provided by (used in) investing activities (99,376 ) 29,601 30,000 (39,775 ) Financing activities: Proceeds from the exercise of stock options 13,912 (279 ) — 13,633 Taxes paid on withholding shares (8,885 ) 8,885 — — Debt issuance costs related to the Credit Facility (1,346 ) — — (1,346 ) Borrowings on revolving line of credit 144,000 — — 144,000 Repayment of revolving line of credit (115,000 ) — — (115,000 ) Repurchases of common stock (40,025 ) — — (40,025 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 2,183 — — 2,183 Repayments of capital lease obligations (3,815 ) — — (3,815 ) Net cash (used in) provided by financing activities (8,976 ) 8,606 — (370 ) Effect of exchange rate changes on cash (853 ) — — (853 ) Net increase in cash and cash equivalents 33,384 177 30,000 63,561 Cash and cash equivalents at beginning of period 147,634 238 — 147,872 Cash and cash equivalents at end of period 181,018 415 30,000 211,433 Cash and cash equivalents 181,018 (11,217 ) — 169,801 Restricted cash — 11,632 30,000 41,632 Total cash and cash equivalents at end of period 181,018 415 30,000 211,433 Supplemental disclosures of cash flow information: Cash paid for income taxes 4,661 4,661 Cash paid for interest 6,981 6,981 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock in connection with Openwave acquisition $ 22,000 $ 22,000 See accompanying notes to consolidated financial statements. As Previously Reported Adjustments As Restated Operating activities: Net loss continuing operations $ 6,415 $ (44,197 ) $ (37,782 ) Net loss from discontinued operations 40,267 — 40,267 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 72,152 (1,103 ) 71,049 Amortization of debt issuance costs 1,501 — 1,501 Gain (loss) on disposals 16 — 16 Amortization of bond premium 1,705 — 1,705 Deferred income taxes 8,319 (8,772 ) (453 ) Non-cash interest on leased facility 924 — 924 Stock-based compensation 31,711 (307 ) 31,404 Contingent consideration obligation (772 ) 757 (15 ) Changes in operating assets and liabilities: Accounts receivable, net of allowance for doubtful accounts (27,577 ) 7,803 (19,774 ) Prepaid expenses and other current assets (8,543 ) (514 ) (9,057 ) Other assets (4,282 ) 531 (3,751 ) Accounts payable 6,185 (13,948 ) (7,763 ) Accrued expenses 16,333 (17,043 ) (710 ) Other liabilities (402 ) 2,530 2,128 Deferred revenues (4,130 ) 26,427 22,297 Net cash provided by operating activities 139,822 (47,836 ) 91,986 Investing activities: Purchases of fixed assets (59,960 ) 2,294 (57,666 ) Purchases of intangible assets and capitalized software (1,200 ) (1,353 ) (2,553 ) Purchases of marketable securities available-for-sale (139,569 ) — (139,569 ) Maturities of marketable securities available-for-sale 106,210 — 106,210 Change in restricted cash — — — Businesses acquired, net of cash (131,592 ) 30,090 (101,502 ) Net cash provided by (used in) investing activities (226,111 ) 31,031 (195,080 ) Financing activities: Proceeds from the exercise of stock options 19,936 — 19,936 Taxes paid on withholding shares (17,043 ) 17,043 — Payments on contingent consideration obligation (4,468 ) — (4,468 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 1,902 — 1,902 Repayments of capital lease obligations (2,021 ) — (2,021 ) Net cash (used in) provided by financing activities (1,694 ) 17,043 15,349 Effect of exchange rate changes on cash (350 ) — (350 ) Net increase in cash and cash equivalents (88,333 ) 238 (88,095 ) Cash and cash equivalents at beginning of period 235,967 — 235,967 Cash and cash equivalents at end of period $ 147,634 $ 238 $ 147,872 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 29,868 $ 29,868 Cash paid for interest $ 5,791 $ 5,791 * Note there was no effect of early adopting ASU Topic 230 See accompanying notes to consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. Investments in less than majority-owned companies in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. Investments in less than majority-owned companies in which the Company does not have the ability to exert significant influence over the operating and financial policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition and Deferred Revenue The Company generates revenue from the delivery of a range of products, solutions and services principally on a transactional or subscription basis (“SaaS”) or in the form of Professional Services or Software Licenses. Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred, fees are fixed or determinable and collection is considered probable. Transactional and Subscription Service Arrangements: Transaction and subscription revenues consist of revenues derived from the processing of transactions through our service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. Transaction service arrangements include services such as processing equipment orders, new account set-up and activation, number port requests, credit checks and inventory management. Subscription services include monthly active user fees, SaaS fees, hosting and storage and the related maintenance support for those services. Transaction revenues are principally based on a contractual price per transaction and are recognized based on the number of transactions processed during each reporting period. Revenues are recorded based on the total number of transactions processed at the applicable price established in the relevant contract. The total amount of revenue recognized is based primarily on the volume of transactions. Subscription revenues are recorded one of two ways: on a straight-line basis over the life of the contract or on a fixed monthly fee based on a set contracted amount. Many of our contracts guarantee minimum volume transactions from the customer. In these instances, if the customer’s total transaction volume for the period is less than the contractual amount, we record revenues at the minimum guaranteed amount.Set-up fees for transactional service arrangements are deferred and recognized on a straight-line basis over the life of the contract since these amounts would not have been paid by the customer without the related transactional service arrangement. Revenues are presented net of discounts, which are volume level driven, or credits, which are performance driven, and are determined in the period in which the volume thresholds are met, or the services are provided. Professional Service and Software License Arrangements: Professional services include process and workflow consulting services and development services. Professional services when sold with transactional or subscription service arrangements are accounted for separately when the professional services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value of the professional services. When accounted for separately, professional service revenues are recognized as services are performed and all other elements of revenue recognition have been satisfied. In determining whether professional service revenues can be accounted for separately from transaction or subscription service revenues, we consider the following factors for each professional services agreement: availability of the professional services from other vendors, whether objective and reliable evidence of fair value exists of the undelivered elements, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the transaction or subscription service start date and the contractual independence of the transactional or subscription service from the professional services. If a professional service arrangement were not to qualify for separate accounting, we would recognize the professional service revenues ratably over the remaining term of the transaction or subscription agreement. Multiple Element Arrangements: Revenue from software license arrangements is recognized when the license is delivered to our customers and all of the software revenue recognition criteria are met. When software arrangements include multiple elements, the arrangement consideration is allocated at the inception to all deliverables using the residual method providing we have vendor specific objective evidence (“VSOE”) on all undelivered elements. We determine VSOE for each element based on historical stand-alone sales to third-parties. When transaction or subscription service arrangements, include multiple elements, the arrangement consideration is allocated at the inception of an arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable’s selling price. The selling price used for each deliverable will be based on VSOE if available, third-party evidence (“TPE”) if vendor- specific objective evidence is not available, or estimated selling price (“ESP”) if neither vendor-specific objective evidence nor third-party evidence is available. The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. We determine ESP by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and pricing practices. ESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. While we follow specific and detailed rules and guidelines related to revenue recognition, we make and use management judgments and estimates in connection with the revenue recognized in any reporting period, particularly in the areas described above, as well as collectability. If management made different estimates or judgments, differences in the timing of the recognition of revenue could occur. Deferred Revenue Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered, and also include the fair value of deferred revenues recorded as a result of acquisitions. Service Level Standards Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2017 , 2016 and 2015 , respectively. Cost of Revenues Cost of services includes all direct materials, direct labor and those indirect costs related to revenues such as indirect labor, materials and supplies and facilities cost, exclusive of depreciation expense. Research and Development Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, employee compensation and related expenses of personnel directly associated with the development activities and interest. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients. Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two to three years. Amortization begins when the software is substantially completed for its intended use. Costs incurred during the preliminary and post-implementation stages are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, employee compensation and related expenses of personnel directly associated with the development activities and interest. Software development costs are evaluated for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Unrecoverable costs are reviewed annually and recognized in the period they become unrecoverable, as needed, and are recorded in the Consolidated Statements of Operations as depreciation and amortization expense. The unamortized software development costs and amortization expense were as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Unamortized software development costs $ 11,695 $ 5,754 $ 4,390 Software development amortization expense 3,178 3,507 55 The Company recognized impairment charges to its capitalized software intangible assets, of $1.0 million , $11.1 million , and $0.0 million for the years ended December 31, 2017, 2016 and 2015 , respectively. The Company includes these impairments within the depreciation and amortization in its Consolidated Statements of Operations. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents at several major financial institutions. The Company has not experienced any realized losses in such accounts and believes it is not exposed to any significant credit risk related to cash, cash equivalents and securities. The Company’s cash equivalents and short-term marketable securities consist primarily of money market funds, certificates of deposit, commercial paper, and municipal and corporate bonds. The Company believes that concentration of credit risk with respect to accounts receivable is limited because of the creditworthiness of its major customers. Our top five customers accounted for 73% , 74% and 82% of net revenues for the years ended December 31, 2017, 2016 and 2015, respectively. Contracts with these customers typically run for three to five years. Of these customers, Verizon accounted for more than 10% of our revenues in 2017. The loss of Verizon as a customer would have a material negative impact on our company. However, we believe that Verizon would encounter substantial costs in replacing Synchronoss’ solution. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Restricted Cash Restricted cash includes amounts to various deposits, escrows and other cash collateral that are restricted by contractual obligation. Accounts Receivable Accounts receivable include current notes, amounts billed to customers, claims, and unbilled revenue, which consists of amounts recognized as sales but not billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year. The Company had unbilled receivable balances of $7.4 million and $23.3 million as of December 31, 2017 and December 31, 2016, respectively. Fair Value of Financial Instruments and Liabilities The Company includes disclosures of fair value information about financial instruments and liabilities, whether or not recognized on the Consolidated Balance Sheets, for which it is practicable to estimate that value. Due to their short-term nature, the carrying amounts reported in the financial statements approximate the fair value for cash and cash equivalents, marketable securities, accounts receivable and accounts payable. Derivatives The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under Accounting Standards Codification (“ASC”) Topic 815, "Derivatives and Hedging." The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statements of Operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Marketable Securities Marketable securities consist of fixed income investments with a maturity of greater than three months and enhanced money market funds. These investments are classified as available-for-sale and are reported at fair value on the Company’s Consolidated Balance Sheets. The Company classifies its securities with maturity dates of 12 months or more as long term. Unrealized holding gains and losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity. If a decline in the fair value of a marketable security below the Company’s cost basis is determined to be other than temporary, such marketable security is written down to its estimated fair value as a new cost basis and the amount of the write-down is included in earnings as an impairment charge. The Company has recorded temporary changes in fair value of the marketable securities but has not recorded other-than-temporary charges for the periods presented herein. Allowance for Doubtful Accounts The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon historical bad debts, current customer receivable balances, the age of customer receivable balances, the customer’s financial condition and current economic trends. Property and Equipment Property and equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years, or the lesser of the related initial term of the lease or useful life for leasehold improvements. Amortization of property and equipment recorded under a capital lease is included with depreciation expense. Expenditures for routine maintenance and repairs are charged against operations. Major replacements, improvements and additions are capitalized. Noncontrolling Interests and Mandatorily Redeemable Financial Instruments Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity. Generally, mandatorily redeemable NCI’s are classified as liabilities and non-mandatorily redeemable NCI’s are classified outside of stockholders’ equity in the Consolidated Balance Sheets as temporary equity under the caption, redeemable noncontrolling interests, and are measured at their redemption values at the end of each period. If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value. Redeemable NCI’s that are mandatorily redeemable are classified as a liability in the Consolidated Balance Sheets under either other current liabilities or other long-term liabilities, depending on the remaining duration until settlement, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date with any change from the prior period recognized as interest expense. If the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, the Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust 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. Net income attributable to NCI’s reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCI is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company. As of December 31, 2017, the Company had a put option derivative financial instrument described as “Mandatorily redeemable financial instrument on its Consolidated Balance Sheets of $38.0 million . Business Combinations The Company accounts for business combinations in accordance with the acquisition method. The acquisition method of accounting requires that assets acquired, liabilities assumed and any noncontrolling interest in the aquiree (if any), be recorded at their fair values on the date of a business acquisition. The Company’s consolidated financial statements and results of operations reflect an acquired business from the completion date of the transaction. The judgments that the Company makes in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following a business combination. The Company generally uses either the income, cost or market approach to aid in its conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. Each reporting period thereafter, the Company revalues these obligations and records increases or decreases in their fair value as an adjustment to net change in contingent consideration obligation within the Consolidated Statements of Operations. Changes in the fair value of the contingent consideration obligation can result from updates in the achievement of financial or other operational targets and changes to the weighted probability of achieving those future targets. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, any change in the assumptions described above, could have a material impact on the amount of the net change in contingent consideration obligation that the Company records in any given period. Discontinued Operations The Company generally classifies a disposal transaction as discontinued operation in the consolidated financial statements when it qualifies as a component of the Company, meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale and it represents a strategic shift that has a major effect on the Company’s operations and financial results. Insignificant and non-strategic shifting divestitures are not classified within discontinued operations. Investments in Affiliates and Other Entities In the normal course of business, Synchronoss enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Synchronoss in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. Synchronoss determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Synchronoss is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Synchronoss is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported. If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determine that other equity holders do not have substantive participating rights. Allowance for Loan Losses The Company’s allowance for credit losses relates to the related party note receivable and is based on the probable estimated losses that may be incurred. The allowance is based on two basic principles of accounting: (1) ASC Topic 450, “Accounting for Contingencies”, which requires that losses be accrued when they are probable of occurring and estimable, and (2) ASC Topic 310, “Accounting by Creditors for Impairment of a Loan”, which requires that losses be accrued based on the differences between the value of collateral and the present value of future cash flows. The allowance for loan losses is established to estimate losses that may occur by recording a provision for loan losses that is charged to earnings in the period known. The allowance is evaluated by management taking into consideration adverse situations that may affect the borrower’s ability to repay and the estimated value of any underlying collateral. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Measured impairment and credit losses are charged against the allowance when management believes to the extent amounts are not collectible. Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually as of October 1st of each year or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has two operating segments and one reportable segment because the aggregation criteria and the quantitative threshold test was met. The Company tests for goodwill impairment on each of its reporting units, which is at the operating segment or one level below the operating segment. During our qualitative assessment we make significant estimates, assumptions, and judgments, around the financial performance of the Company, changes in our share price, and forecasts of earnings, working capital requirements, and cash flows. We consider each reporting unit's historical results and operating trends as well as any strategic difference from our historical results when determining these assumptions. The Company can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or the Company can directly perform the quantitative impairment test. If the Company determines that the fair value of a reporting unit is more likely than not to be less than its carrying amount, a quantitative impairment test is performed. Fair value estimates used in the quantitative impairment test are calculated using a combination of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, we recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The fair value measurement associated with the quantitative goodwill impairment test 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 goodwill could significantly increase or decrease the fair value estimates used for impairment assessments. In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. There were no goodwill impairment charges recognized during the years ended December 31, 2017, 2016 and 2015 . Impairment of Long-Lived Assets A review of long-lived assets for impairment is performed when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to the asset’s carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the amount by which the asset’s carrying amount exceeds its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or 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 long lived assets could significantly increase or decrease the fair value estimates used for impairment assessments. Long lived assets that do not have indefinite lives are amortized/depreciated over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reevaluates the useful life determinations each year to determine whether events and circumstances warrant a revision to the remaining useful lives. Income Taxes On December 22, 2017, the U.S. government enacted Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "TCJA"). The TCJA makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017. These changes could have a material adverse impact on the value of the Company’s U.S. deferred tax assets and liabilities, result in significant one-time charges in the current or future taxable years and increase the Company’s future U.S. tax expense. Due to the complexities involved in accounting for the recently enacted TCJA, the SEC’s Staff Accounting Bulletin (“SAB”) 118 requires that the company include in its financial statements the reasonable estimate of the impact of the TCJA on earnings to the extent such reasonable estimate has been determined. Accordingly, the U.S. provision for income tax for 2017 is based on the reasonable estimate guidance provided by SAB 118. The Company is continuing to assess the impact from the TCJA and will record adjustments in 2018. Since the Company conducts operations on a global basis, the effective tax rate has, and will depend upon, the geographic distribution of pre-tax earnings among locations with varying tax rates. The Company accounts for the effects of income taxes that result from activities during the current and preceding years. Under this method, deferred income tax liabilities and assets are based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is recorded if it is “more likely than not” that a portion or all of a deferred tax asset will not be realized. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. |
Acquisition and Divestitures
Acquisition and Divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition and Divestitures | Acquisitions and Divestitures 2017 Transactions Intralinks Acquisition On January 19, 2017, the Company purchased all outstanding shares of Intralinks Holdings, Inc. (“Intralinks”). In connection with the acquisition, the Company entered into a $900.0 million senior secured term loan (the “2017 Term Facility”), as of the date of acquisition. Intralinks is a global technology provider of Software as a service (“SaaS”) solutions for secure enterprise content collaboration within and among organizations. Intralinks’ cloud-based solutions enable organizations to securely manage, control, track, search, exchange and collaborate on sensitive information inside and outside the firewall. The total purchase price consideration consisted of the repayment of existing Intralinks indebtedness, and non-cash consideration for services rendered on unvested Intralinks equity awards that were converted into the Company equity awards on the acquisition date. The acquisition was primarily funded from the proceeds of the $900.0 million credit agreement as of the date of acquisition (See Note 11 - Debt for further discussion regarding the credit agreement). The following is a summary of the components of the consideration transferred as part of the acquisition: Cash consideration for outstanding Intralinks’ common shares $ 746,071 Cash consideration for accelerated equity awards to Intralinks’ employees upon change in control 7,873 Cash consideration for vested unexercised Intralinks’ stock options 19,838 Cash consideration for existing Intralinks’ debt 77,800 Cash consideration for shareholders purchase price settlement 2,794 Total cash consideration transferred 854,376 Fair value of replacement awards 4,702 Total consideration transferred $ 859,078 The purchase price allocation as of the date of the acquisition were as follows: Weighted Average Life in Years Purchase Price Allocation Cash $ 39,370 Accounts receivable 46,182 Prepaid expenses and other assets 9,775 Property and equipment, net 4 14,075 Goodwill 482,822 Intangible Assets: Developed technology 6 79,400 Capitalized software costs 1 277 Trade name 18 47,800 Customer relationships 10 284,100 411,577 Other assets, long-term 3,865 Investment in unconsolidated affiliate 5,800 Total assets acquired 1,013,466 Accounts payable 4,853 Accrued expenses 21,421 Deferred revenues, short-term 12,449 Deferred tax liability 110,044 Deferred revenues, long-term 1,051 Other liabilities, long-term 4,570 Total liabilities 154,388 Net assets acquired $ 859,078 The goodwill recorded in connection with this acquisition was primarily attributed to 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. Divestitures On June 23, 2017, the Company received a non-binding indication of interest from Siris Capital Group, LLC (“Siris”) to acquire the Company. In light of the indication of interest, the Company’s Board of Directors decided to explore a broad range of strategic alternatives that would have the potential to unlock shareholder value. In October 2017, the Company concluded its review of strategic alternatives and determined that the best approach for the Company to achieve its goal of maximizing shareholder value was to focus on its core Telecommunication, Media and Technology (“TMT”) business, divest non-core assets and improve the Company’s balance sheet strength, cash position and potential profitability. Under the terms of certain definitive agreements, investment funds affiliated with Siris acquired all of the stock of the Company’s wholly-owned subsidiary, Intralinks for consideration of cash and an option to investment in convertible preferred equity of the Company. Subject to the terms and conditions set forth in the Share Purchase Agreement, dated as of October 17, 2017 (the “Share Purchase Agreement”), among Synchronoss, Intralinks and Impala Private Holdings II, LLC, an affiliate of Siris (“Impala”), a related party, due to its significant interest in the Company’s common stock. Impala agreed to acquire from the Company the issued and outstanding shares of common stock of Intralinks for approximately $977.3 million in cash plus a potential contingent payment of up to $25.0 million , subject to an adjustment for cash, debt and working capital (the “Intralinks Transaction”). The total amount of funds used to complete the Intralinks Transaction and related transactions and pay related fees and expenses was approximately $1.0 billion , which was funded through a combination of equity and debt financing obtained by Impala. Under the terms of the Share Purchase Agreement, the Company also provided Siris with a Siris Put Right (“Siris Put Right”), which would allow Silver to put shares held at the time, to Synchronoss at price of $14.56 per share, or $87.3 million in the aggregate. The Company determined that the Call option on the issuance of preferred and the Siris Put Right, together, represented one mandatorily redeemable financial instrument with a fair value of $33.6 million , which reduced the gain on sale of Intralinks. At the closing of the Intralinks Transaction on November 14, 2017, Impala acquired all of the issued and outstanding shares of Intralinks for approximately $991.0 million in cash, subject to post-closing adjustments for changes in cash, debt and working capital. If, in the future, Impala receives net cash proceeds in excess of $440.0 million from any sale of equity or assets of Intralinks, or a dividend or distribution in respect of the shares of Intralinks, then Impala is required to pay the Company up to an additional $25.0 million in cash or publicly traded securities. Immediately following the consummation of the Intralinks Transaction, the Company paid to Impala $5.0 million as partial reimbursement of the out-of-pocket fees and expenses incurred by Impala, Siris and their respective affiliates in connection with the execution of the Share Purchase Agreement and the Intralinks Transaction. Amounts reimbursed were recorded as a reduction in the gain on sale. In accordance with the terms of the Share Purchase Agreement dated as of October 17, 2017 (the “PIPE Purchase Agreement”), with Silver Private Holdings I, LLC, an affiliate of Siris (“Silver”), on February 15, 2018, the Company issued to Silver 185,000 shares of its newly issued Series A Convertible Participating Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, in exchange for $97.7 million in cash and the transfer from Silver to us of the 5,994,667 shares of our common stock held by Silver (the “Preferred Transaction”). In connection with the issuance of the Series A Preferred Stock, we (i) filed a Certificate of Designation with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series A Preferred Stock (the “Series A Certificate”) and (ii) entered into an Investor Rights Agreement with Silver setting forth certain registration, governance and preemptive rights of Silver with respect to us (the “Investor Rights Agreement”). See Note 13 - Capital Structure for further discussion. The following is a summary of the operating results of Intralinks during the year ended December 31, 2017 , which have been reflected within income from discontinued operations, net of tax: 2017 Net revenues $ 213,178 Costs and expenses: Cost of services 35,393 Research and development 19,148 Selling, general and administrative 114,737 Restructuring 15,995 Depreciation and amortization 41,780 Total costs and expenses 227,053 Other income, net 1,448 Loss from discontinued operations (12,427 ) Gain on sale of discontinued operations 122,842 Income from discontinued operations before taxes 110,415 Provision for income taxes (34,920 ) Discontinued operations, net of taxes $ 75,495 The pre-tax gain on sale of Intralinks included in the Consolidated Statement of Operations was $122.8 million for the year ended December 31, 2017. The Company signed a Transition Service Agreement (“TSA”) to provide accounting, tax, legal, payroll and IT services for up to six months after the divestiture. Amounts earned under the agreement were reflected as a reduction in Selling, general and administrative expenses in the statement of operations. SpeechCycle On February 1, 2017, the Company completed a divestiture of its SpeechCycle business, to an unrelated third party, for consideration of $13.5 million . As part of the divestiture, Synchronoss entered into a one -year transition services agreement with the acquiring company to support various indirect activities such as customer software support, technical support services, maintenance and general & administrative support services. The Company recorded a pre-tax gain of $4.9 million as a result of the divestiture which is included in other income (expense), net in the Consolidated Statement of Operations. 2016 Transactions Acquisitions Openwave Messaging, Inc. (“Openwave”) On March 1, 2016, the Company acquired all outstanding shares of Openwave for $114.5 million , net of working capital adjustments and liabilities assumed, comprised of $92.5 million paid in cash and $22.0 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. In connection with the acquisition of Openwave, the Company entered into $10.0 million patent settlement agreement. The Company determined that the transaction was negotiated in the overall consideration paid for the purchase of Openwave, and as result, the proceeds were reflected as a reduction in the Company’s purchase price. The following is a summary of the components of the consideration transferred as part of the acquisition: (Restated) Cash consideration for outstanding common shares $ 102,538 Issuance of Common Stock 22,000 Intellectual Property Settlement (10,000 ) Total cash consideration transferred 114,538 Issuance of Common Stock (22,000 ) Cash Consideration Transferred $ 92,538 The Company determined the fair value of the net assets acquired as follows: Purchase Price Allocation (Restated) Cash $ 4,110 Prepaid expenses and other assets 3,005 Property, Plant & Equipment 2,882 Long term assets 1,870 Intangible assets: Wtd. Avg. Trade name 1,000 1 year Technology 32,100 7 years Customer relationships 29,000 10 years Goodwill 81,015 Total assets acquired 154,982 Accounts payable and accrued liabilities 17,622 Deferred revenues 7,331 Long term liabilities 15,491 Net assets acquired $ 114,538 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. Divestitures Mirapoint On December 29, 2016, the Company completed the divestiture of the Company’s Mirapoint activation business to an unrelated third party and recorded a gain of $1.4 million on the sale, which is included in other income (expense), net in the Consolidated Statement of Operations. Sequential Technology International, LLC On December 16, 2016, Synchronoss completed a divestiture of a portion of its BPO to a newly formed entity named STIN which had a total value of $140.8 million . As part of the sales arrangement, Synchronoss retained a 30% investment in STIN. STIH an unrelated third party that was formerly named Omniglobe International LLC, will own the remaining 70% of STIN. STIH financed the purchase of these assets through cash of $27.3 million (including $10.0 million of license), a new term loan, and a related party subordinated seller’s note receivable with a par value of $83.0 million issued by Synchronoss, which is secured by STIH’s interest in STIN. The sellers note was issued at a discount, with a transaction value of $69.8 million . The sellers note earns interest at a rate of LIBOR plus 1100 bps p er annum and matures on June 16, 2022. On December 22, 2016, the Company entered into a non-exclusive perpetual license agreement with STIH, for consideration of $10.0 million .,The Company determined that the license agreement was negotiated with the sale, and in the overall consideration paid for the purchase of STIN, and as a result, the proceeds from sale of the perpetual license were reflected as additional consideration received from the sale of its BPO business, resulting in additional gain recognized in the sale. Additionally, as as part of its divestiture, the Company provided a guarantee to Goldman for $30.0 million of the $40.0 million in senior debt extended by Goldman to STIH which is referenced as the Third Party Note in Note 6 - Investments in Affiliates and Related Transactions . The Company recognized the guarantee on the date of transaction as a reduction in the gain on sale in the amount of $0.6 million . The Company and STIH agreed to a put and call option in regards to the Company’s equity interest in STIN. The Company will have the right to exercise a put option at any time to sell its interest in STIN, at the fair market value determined at the date of exercise. Additionally, STIH will have the right to exercise a call option at any time to purchase the interest in STIN at the fair market value determined at the date of exercise. The Company determined that the put and call options are embedded within the host contract and do not require bifurcation and separate accounting treatment. STIN has been determined to be a VIE of which the Company is not the primary beneficiary. As part of the divestiture, Synchronoss entered into a three -year MSA with STIN to provide for access to certain platforms, and assets necessary to perform certain tasks, as part of the exception handling process. See Note 6 - Investments in Affiliates and Related Transactions . The following is a summary of the operating results of BPO which have been reflected within income from discontinued operations, net of tax: Year ended December 31, 2016 2015 (Restated) Net revenues $ 145,241 $ 150,714 Costs and expenses: Cost of services 96,737 83,931 Selling, general and administrative 2,615 2,324 Total costs and expenses 99,352 86,255 Income from discontinued operations 45,889 64,459 Gain on sale of discontinued operations 113,130 — Income from discontinued operations before taxes 159,019 64,459 Provision for income taxes (68,459 ) (24,191 ) Discontinued operations, net of taxes $ 90,560 $ 40,268 2015 Transactions Acquisitions Zentry On December 31, 2015, the Company formed a venture with MCI Communication Services and Verizon Patent and Licensing Inc. (collectively, “Verizon PLI”), referred to as Zentry with the goal of accelerating the Company’s entrance into the enterprise market by adding identity management capabilities to the Synchronoss Secure Mobility Suite. The Company obtained a 67% interest in Zentry in exchange for $48.0 million . Concurrently with the formation of the venture, Zentry entered into a non-exclusive perpetual license agreement with Verizon Sourcing, LLC, in the amount of $23.0 million , for the continued use of software for the UIS platform. This transaction was executed for the benefit of the venture and entered into concurrently with the venture formation. Accordingly, the Company accounted for the license as a reduction in the purchase price. The reduction resulted in a net purchase price of $25.0 million . The Company and Verizon PLI agreed to certain put and call options with regard to Verizon PLI’s interest in Zentry. Verizon PLI will have the right to exercise a put option (the “Put Option”) any time on or after December 31, 2018, to sell their interest in Zentry at a value which approximates fair value to the Company. Under the Put Option, the Company will be obligated to purchase Verizon PLI’s interest. In addition, the Company has a call option (the “Call Option”) to purchase Verizon PLI’s interest in Zentry at any time on or after December 31, 2018 at a value which approximates fair value. Although the Company has the option to settle any amount in excess of $200.0 million in shares of the Company’s publicly traded common stock equal to the purchase price to be paid divided by the volume weighted average trading price per share during the thirty days prior to the date of such settlement, the Company’s intention is to settle the entire amount in cash. The Company determined that the Put Option is embedded within the noncontrolling interest shares that are subject to the Put Option. The redemption feature requires the classification of Verizon PLI’s minority interest in the Consolidated Balance Sheets outside of equity under the caption “redeemable noncontrolling interest”. The fair value of the net assets acquired approximated the purchase price. The venture was deemed not to be a VIE, as a result, the Company consolidated the venture in the consolidated financial statements according to the voting model. Razorsight On August 4, 2015, the Company acquired all outstanding shares of Razorsight for $25.3 million , net of liabilities assumed. In addition, the Company potentially may make payments totaling up to approximately $15.0 million based on the ability to achieve a range of business objectives for the period from the acquisition date through December 31, 2016. Razorsight offers cloud-based analytics solutions for communications service providers. Their cloud-based products embed advanced statistical analysis and predictive analytics to proactively pinpoint customer attrition risk, revenue opportunities, and better customer experiences. Synchronoss believes that this acquisition will strategically enhance the Company’s product portfolio allowing the Company to reach a broader client base and by expanding their value proposition and more deeply embedding their platform. F-Secure Corporation (“F-Secure”) On February 23, 2015, the Company acquired certain cloud assets from F-Secure, an online security and privacy company headquartered in Finland, for cash consideration of $59.5 million , net of liabilities assumed. The Company believes that the purchase will expand the Company’s cloud services customer base. On February 18, 2015, the Company entered into a patent license and settlement agreement for $10.0 million , whereby the Company granted F-Secure a limited license to the Company’s patents. The Company concluded that since the settlement and the acquisition were contemplated and negotiated together, the Company determined to net the $10.0 million settlement against the consideration transferred in connection with the purchase price, resulting in purchase price of $49.5 million . The Company entered into a number of acquisitions as described above, during 2015. The table below summarizes the fair value of the net assets acquired as follows: (Restated) Zentry Razorsight F-Secure Total Cash $ 1,172 $ 1,172 Accounts receivable 120 120 Prepaid expenses and other assets 1,111 1,111 Equipment 2,900 879 3,779 Other assets - long term 144 144 Intangible assets: Technology 23,200 9,200 3,071 35,471 Customer relationships 2,300 11,690 20,475 34,465 Goodwill 9,100 6,985 26,454 42,539 Total assets acquired 37,500 31,301 50,000 118,801 Accounts payable and accrued liabilities 2,216 519 2,735 Lease obligation 333 333 Deferred revenues 965 965 Contingent consideration 122 122 Deferred taxes 2,381 2,381 Redeemable noncontrolling interest 12,500 12,500 Net assets acquired $ 25,000 $ 25,284 $ 49,481 $ 99,765 The goodwill recorded in connection with these acquisitions were 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. The average useful lives of the technology and customer relationships acquired during the year ranged from one to five years and five to seven years, respectively. Acquisitions-Related Costs Acquisition related costs recognized during the years ended December 31, 2017 , 2016 and 2015 including transaction costs such as legal, accounting, valuation and other professional services, were $13.0 million , $10.9 million , and $1.3 million , respectively. SNCR, LLC On November 16, 2015, the Company formed a venture with Goldman Sachs (“Goldman”), referred to as SNCR, LLC in order to develop and deploy the Synchronoss Secure Mobility Suite, which would include integration of Synchronoss Workspace platform with Goldman's internally developed mobile security intellectual property to help provide a safe, secure mobile device environment that also effectively supports BYOD. The Company and Goldman agreed to certain put and call options with regard to Goldman’s interest in SNCR, LLC. Goldman will have the right to exercise a put option (the "SNCR Put Option") in each of 2019 and 2020, from January 1 of the applicable year until April 30 of such year to sell their interest in SNCR, LLC to the Company under the SNCR Put Option at a value which approximates fair value. Under the SNCR Put Option the Company will be obligated to purchase Goldman’s interest. In addition, the Company has a call option (the "SNCR Call Option") to purchase Goldman’s interest in SNCR, LLC during the same period, at a value which approximates fair value at the date of exercise. If, as of December 31, 2020, neither the SNCR Put Option or SNCR Call Option have been exercised and Goldman remains a holder of any Interest, from January 1, 2021, Goldman shall have the right (the “Special Put Right”) to cause the Company to purchase all of Goldman’s interest in SNCR, LLC, at a value which approximates fair value at the date of exercise. The Company, at its sole discretion, may settle the option in cash or in shares of its publicly traded common stock equal to the purchase price to be paid divided by the volume weighted average trading price per share during the thirty days immediately up to the day of such purchase. The Company’s intention is to settle the entire amount in cash. The Company determined that the SNCR Put Option is embedded within the noncontrolling interest shares that are subject to the SNCR Put Option. The redemption feature requires the classification of Goldman’s minority interest in the Consolidated Balance Sheets outside of equity under the caption “Redeemable noncontrolling interest.” The fair value of the net assets acquired approximated the purchase price. SNCR, LLC has been determined to be a VIE of which the Company is the primary beneficiary. As a result of the transaction, the Company acquired intangible assets of $12.8 million . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy prioritizes the inputs used to measure fair value 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 interests and their related classifications under the fair value hierarchy: December 31, 2017 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 246,125 $ 246,125 $ — $ — Marketable securities-short term (2) 3,111 — 3,111 — Total assets $ 249,236 $ 246,125 $ 3,111 $ — Liabilities Contingent interest derivative (3) 193 193 Mandatorily redeemable financial instrument (4) 37,959 37,959 Total liabilities $ 38,152 $ — $ — $ 38,152 Temporary Equity Redeemable noncontrolling interests (4) $ 25,280 $ — $ — $ 25,280 Total temporary equity $ 25,280 $ — $ — $ 25,280 December 31, 2016 (Restated) Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 211,433 $ 211,433 $ — $ — Marketable securities-short term (2) 12,506 — 12,506 — Marketable securities-long term (2) 2,974 — 2,974 — Total assets $ 226,913 $ 211,433 $ 15,480 $ — Liabilities Contingent consideration obligation $ 2,833 $ — $ — $ 2,833 Total liabilities $ 2,833 $ — $ — $ 2,833 Temporary Equity Redeemable noncontrolling interests (5) $ 25,280 $ — $ — $ 25,280 Total temporary equity $ 25,280 $ — $ — $ 25,280 (1) Cash equivalents primarily include money market funds (2) Comprised of municipal bonds and certificates of deposit (3) Contingent interest derivative related to convertible debt is included in accrued expenses, for further details see Note 11 - Debt . (4) Mandatorily redeemable financial instruments comprise of the Company’s contractual obligation to deliver a set number of preferred shares at a time in less than twelve months and the option for the Company to receive a set number of common shares (5) Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures 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 between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy occurred during the year s ended December 31, 2017 and December 31, 2016. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. There were no sales of marketable securities during the years ended December 31, 2017 and 2016 . 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 at December 31, 2017 and 2016 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. Available-for-Sale Securities At December 31, 2017 and December 31, 2016 , the estimated fair value of investments classified as available for sale, are as follows: December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Certificates of deposit $ 250 $ — $ — $ 250 Municipal bonds 2,867 — (6 ) 2,861 Total marketable securities $ 3,117 $ — $ (6 ) $ 3,111 As of December 31, 2017, an insignificant amount of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investment with unrealized losses was approximately $2.9 million . December 31, 2016 (Restated) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Certificates of deposit $ 450 $ — $ — $ 450 Municipal bonds 15,063 1 (34 ) 15,030 Total marketable securities $ 15,513 $ 1 $ (34 ) $ 15,480 As of December 31, 2016, an insignificant amount of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investment with unrealized losses was approximately $13.8 million . Contractual maturities of marketable debt securities are as follows: December 31, 2017 Amortized Cost Fair Value Due within one year $ 3,117 $ 3,111 Due after 1 year through 5 years — — Total available-for-sale securities $ 3,117 $ 3,111 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 and a risk-adjusted rate of 2.19% . Significant changes in any of those probabilities in isolation may result in a higher (lower) fair value measurement. No changes in valuation techniques occurred during the year ended December 31, 2017. During the year ended December 31, 2017 , the Company paid down the remaining $2.8 million in connection with the Razorsight contingent consideration. The changes in fair value of the Company’s Level 3 contingent consideration obligation during the year ended December 31, 2017 were as follows: Balance at December 31, 2016, as restated $ 2,833 Payment of contingent consideration (2,831 ) Other adjustments to contingent consideration obligation included in net income (2 ) Balance at December 31, 2017 $ — Redeemable Noncontrolling Interests The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures. 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. The fair value of the redeemable noncontrolling interests 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 interests could significantly increase or decrease the fair value estimates recorded in the Consolidated Balance Sheets. During the year ended December 31, 2017 , the carrying amount of the redeemable noncontrolling interests was greater than the fair value and accordingly no adjustment to the carrying value was recorded. The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows: Balance at December 31, 2016 $ 25,280 Fair value and other adjustments 9,291 Net loss attributable to interests in subsidiaries (9,291 ) Balance at December 31, 2017 $ 25,280 Mandatorily Redeemable Financial Instruments On October 17, 2017, the Company finalized the agreement under which Siris would acquire Intralinks for $977.3 million in cash as part of the Intralinks Transaction and would have the option to purchase $185.0 million of convertible, redeemable preferred stock. The common shares held by Siris were to be used to fund a portion of the purchase price of the preferred stock. Synchronoss also gave Siris the right to put up to 5,994,667 shares of common stock within 5 days of the termination of the preferred stock purchase agreement for an aggregate price of $87.3 million . The Company determined that the options together, represented one mandatorily redeemable financial instrument which is accounted for as a liability on the Consolidated Balance Sheets. The fair value of the mandatorily redeemable financial instrument was measured based on significant inputs that are not observable in the market. The Company estimated fair value by applying the binomial lattice model which considered certain inputs such as risk free rate, stock price volatility, credit ratings, expected term and conversion features. |
Investments in Affiliates and R
Investments in Affiliates and Related Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Affiliates and Related Transactions | Investments in Affiliates and Related Transactions Sequential Technology International, LLC The Company includes investments which are accounted for using the equity method, under the caption equity method investments on the Company’s Consolidated Balance Sheets. As of December 31, 2017 , the Company’s investments in equity interests was comprised of $33.9 million related to a 30% equity interest in STIN. STIH, which holds a 70% equity interest in STIN, also holds a senior note issued by a Third Party (“Third-Party Note” or “Seller Note”). The Third-Party Note is secured against STIH’s equity interest in STIN and is senior to the Company’s equity interest in STIN. Under the arrangement, the recognition of cash dividends received by the Company from STIN, other than required cash distributions made for tax purposes, are deferred until the Third-Party Note is paid in full. Under the terms of the PIK note with STIH, deferred distributions are added to the amounts outstanding under the PIK note. The Company concluded that STIN is a VIE as it lacks sufficient equity to finance its activities. However, the Company is not the primary beneficiary of STIN, as the Company does not have the power to direct the activities that most significantly impact STIN’s economic performance and the obligation to absorb losses or the right to receive benefits from STIN that could potentially be significant to STIN. Impairments of Investments The Company regularly reviews its equity investments for impairments based on criteria that include the extent to which the investment’s carrying value exceeds its related market value, the duration of the market decline, the Company’s ability to hold its investment until recovery and the investment’s financial strength and specific prospects. Impairments of investments are reflected in “Equity method income/loss” in the Consolidated Statements of Operations and were recorded as a result of either the deteriorating financial position of the investee or due to a permanent impairment resulting from sustained losses and limited prospects for recovery. During 2017 , the Company recorded $9.1 million in losses in its Consolidated Statement of Operations related to its investment in STIN. No impairment charges were recognized during the period. Transactions with Affiliates Cloud Telephony and Support Services In connection with the divestiture of business process outsourcing (“BPO”), Synchronoss entered into a three -year Cloud Telephony and Support services agreement to grant STIN access to certain Synchronoss software and private branch exchange (“PBX”) systems to facilitate exception handling operations required to support STIN customers. The agreement requires the Company provide the following: • Access to use its PBX system, which acts as a digital call exchange used to process both in-bound and out-bound calls as well as any corresponding interactive voice response (“IVR”). • Solution access and hosting, including Synchronoss Activation Gateway (“SAG”) and iNow virtual front office platforms (the “Solution” service) includes access to a number of order managers, call tracker and reporting (visibility) modules used to initiate and perform necessary tasks as part of the exception handling process. Access to the Solution provides a mechanism for the exception handling business, whether STIN or any other BPO customer, to process orders manually. The Company is obligated to host and maintain the related technology throughout the term. In the event additional programs arise, requiring the use of Synchronoss products, such incremental programs will be priced in negotiations at such time. • Technical support service, including network infrastructure support and maintenance. The Company will provide access to use and support to ensure fully operational workstations (including personal computers), including desktop, workstation and network support to the PBX systems, including firewall and anti-virus protection. The Company recognized $26.0 million and $1.2 million in revenue related to these services during 2017 and 2016, respectively. Support Services Agreement Additionally, the Company entered into a Support Services Agreement (“SSA”) to perform certain general and administrative support services, including billing and cash collections. The SSA is currently operating month-to-month and the Company expects to cease its support within the calendar year. Fees earned for services performed by the Company under the SSA were recorded as a reduction in the costs to perform within selling, general and administrative in the Consolidated Statements of Operations. Amounts earned under the arrangement were immaterial during all periods presented. Seller Note The Company holds a subordinated seller’s note receivable from STIH which has a carrying value of $74.0 million as of December 31, 2017 , which is secured by STIH’s interest in STIN. The Company recognized $12.1 million in interest income related to this note during 2017 . The related party note receivable earns paid-in-kind (“PIK”), until such time that the Third-Party Note is paid-in-full and shall earn interest at a rate equal to LIBOR plus 1100 basis points per annum, maturing on June 16, 2022. As a result, of STIH’s covenant violation, in June 2017, the Company distributed approximately $6.2 million to Goldman (“Distribution Note”). The remaining amounts guaranteed under the Escrow arrangement were released upon assignment of certain customer contracts under the terms of the Escrow Agreement. As of December 31, 2017, the Company has no further obligations to guarantee the debt outstanding to Goldman. Under the terms of the PIK note with STIH, distributions made by STIN to the Company must be deferred and any deferred distributions or distributions made to Goldman are added to the amounts outstanding under the PIK note. During the year, the Company recognized an allowance for loan losses of $14.6 million in other expense in the Consolidated Statement of Operations, due concerns over collectibility of the remaining balance of the seller’s note. The following is a summary of the PIK note related balances as of December 31: Seller Note Allowance Unamortized discount Loan accrued interest Distribution Note Distribution interest Total Balance at December 31, 2016 (Restated) $ 83,000 $ — $ (13,146 ) $ 415 $ — $ — $ 70,269 Activity (14,562 ) 984 10,681 6,187 425 3,715 Balance at December 31, 2017 $ 83,000 $ (14,562 ) $ (12,162 ) $ 11,096 $ 6,187 $ 425 $ 73,984 Related Party Balances The STIN affiliate balances and their classification in the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016 were as follows: Year Ended December 31, 2017 2016 Restricted cash (A) $ 118 $ — Accounts receivable (B) 18,033 1,164 Total assets $ 18,151 $ 1,164 (A) Represents cash balances outstanding as of year end in which the Company collected accounts receivable from STIN customers on behalf of STIN. This amount has been classified in short term restricted cash on the Consolidated Balance Sheets. (B) These amounts principally included revenues generated from the Cloud and Telephony Support Services agreement and pass-through of vendor expenses incurred during the transition and assignment of vendor contracts. Meeker Sharkey During 2017, the Company engaged Meeker Sharkey as its insurance broker for its officers and directors, commercial liability and health benefits insurance. Thomas Sharkey, Jr., a principal of Meeker Sharkey, is the brother in law of James M. McCormick, a member of the Board of Directors. The Company paid Meeker Sharkey approximately $0.1 million , $0.4 million and $0.5 million during the years ended December 31, 2017, 2016 and 2015, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: December 31, 2017 2016 (Restated) Computer hardware $ 250,453 $ 242,739 Computer software 62,335 47,828 Construction in-progress 471 14,854 Furniture and fixtures 7,736 5,981 Building 8,808 8,808 Leasehold improvements 19,591 16,980 349,394 337,190 Less: Accumulated depreciation (237,569 ) (178,985 ) $ 111,825 $ 158,205 Depreciation expense was approximately $57.0 million , $51.8 million , and $42.7 million for 2017 , 2016 , and 2015 , respectively. Amortization of property and equipment recorded under capital leases are included in depreciation expense. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 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 following table shows the adjustments to goodwill during 2017 and 2016 : Balance at December 31, 2015, as restated $ 149,928 Acquisitions 81,016 Divestitures — Reclassifications, adjustments and other (3,033 ) Translation adjustments (3,260 ) Balance at December 31, 2016, as restated $ 224,651 Acquisitions — Divestitures (1,854 ) Reclassifications, adjustments and other 181 Translation adjustments 14,325 Balance at December 31, 2017 $ 237,303 The reclassification, adjustments and other of $0.2 million and $3.0 million for the years 2017 and 2016 are primarily related to purchase accounting adjustments and a change in the Company’s deferred tax asset in connection with a pre-acquisition tax loss, respectively. When performing its annual impairment test, the Company compares the fair value of each reporting unit to its carrying amount with the fair values derived most significantly from the market approach, and to a lesser extent, the income approach. Under the market approach, the Company estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparables are not meaningful or not available, the Company estimates the fair value of a reporting unit using only the income approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. There were no goodwill impairment charges recognized during the years ended December 31, 2017, 2016 and 2015 . Other Intangible Assets The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2017 , 2016 and 2015 was $36.9 million , $43.1 million and $28.3 million , respectively. The Company recognized impairment charges to its intangible assets of $1.0 million , $11.1 million , and $0.0 million for the years ended December 31, 2017, 2016 and 2015 , respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations. The impairments were primarily attributed to continued financial losses, delays in product sales and product development and ultimately, the agreement to terminate SNCR, LLC in 2017. The Company’s intangible assets consist of the following: December 31, 2017 Cost Accumulated Amortization Net Technology $ 124,799 $ (70,608 ) $ 54,191 Customer lists and relationships 128,170 (62,905 ) 65,265 Capitalized software and patents 19,792 (7,115 ) 12,677 Trade name 2,559 (2,525 ) 34 $ 275,320 $ (143,153 ) $ 132,167 December 31, 2016 (Restated) Cost Accumulated Amortization Net Technology $ 129,382 $ (53,142 ) $ 76,240 Customer lists and relationships 129,650 (49,852 ) 79,798 Capitalized software and patents 10,589 (3,923 ) 6,666 Trade name 2,523 (2,259 ) 264 $ 272,144 $ (109,176 ) $ 162,968 Estimated future amortization expense of its intangible assets for the next five years is as follows: Year ending December 31, 2018 $ 39,218 2019 31,993 2020 20,561 2021 12,157 2022 10,601 Thereafter 17,637 Total 132,167 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: December 31, 2017 2016 (Restated) Accrued compensation and benefits $ 22,679 $ 33,771 Accrued accounting fees 19,822 3,154 Accrued consulting fees 6,200 13,951 Accrued legal fees 5,513 3,172 Accrued telecommunications 3,028 2,628 Accrued income taxes payable 2,810 4,643 Accrued other 12,687 15,563 $ 72,739 $ 76,882 |
Commitments, Contingencies and
Commitments, Contingencies and Other | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other | Commitments, Contingencies and Other Lease and Purchase Obligations The Company leases office space, automobiles, office equipment and co-location services under non-cancelable capital leases, operating leases or long-term agreements that expire at various dates, with the latest expiration in 2029. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them as straight-line rent expense over the lease term. Aggregate annual future minimum payments under these non-cancelable agreements are as follows: Year ending December 31, Colocation Operating Leases Capital Leases 2018 $ 7,888 $ 9,743 $ 2,465 2019 5,373 10,103 2,383 2020 3,614 9,893 1,964 2021 — 9,149 1,282 2022 and thereafter — 46,451 7,155 $ 16,875 $ 85,339 $ 15,249 Rent expense for the years ended December 31, 2017 , 2016 and 2015 was $10.6 million , $8.5 million and $7.6 million respectively. Guarantee As part of its divestiture of Sequential in 2016, the Company provided a guarantee to Goldman for $30.0 million of the $40.0 million in senior debt extended by Goldman to STIH which is referenced as the Third Party Note in Note 6 - Investments . At March 31, 2017, STIH missed its minimum earnings before interest, tax, depreciation and amortization (“EBITDA”) target under the Goldman loan. As a result, of STIH’s covenant violation, in June 2017, the Company distributed approximately $6.2 million to Goldman as previously defined, the Distribution Note. The remaining amounts guaranteed under the arrangement were released upon assignment of certain customer contracts. Under the terms of the PIK note with STIH, distributed amounts made by the Company to Goldman are added to the amounts outstanding under the PIK note. As of December 31, 2017, the Company has no further obligations to guarantee the debt outstanding to Goldman. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt consists of the following: December 31, 2017 2016 Convertible Senior Notes $ 230,000 $ 230,000 Amended Credit Agreement — 29,000 Total debt, principal amount 230,000 259,000 Debt issuance costs (2,296 ) (3,709 ) Total debt, carrying value $ 227,704 $ 255,291 Total short term debt, carrying value $ — $ 29,000 Total long-term debt, carrying value $ 227,704 $ 226,291 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 2019 Notes on the Consolidated Balance Sheets. 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 December 31, 2017 , none of these conditions existed with respect to the 2019 Notes and as a result, the 2019 Notes are classified as long term. A fundamental change occurs when, among other things, the Company’s the Company’s common stock ceases to be listed or quoted on The Nasdaq Stock Market, LLC (“Nasdaq”). In May 2018, trading of the Company’s common stock has been suspended on Nasdaq, however, it has not been delisted (see Note 21 - Subsequent Events Review ). 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 December 31, 2017 , the carrying amount of the liability was $227.7 million and the outstanding principal of the 2019 Notes was $230.0 million , with an effective interest rate of approximately 1.38% . The fair value of the 2019 Notes was $218.5 million at December 31, 2017 . 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 Company is required to meet all SEC filing requirements and deadlines in order to be in compliance with the 2019 Notes. In the event that the Company does not meet the filing requirements, the noteholders are entitled to receive additional interest of 0.25% up to 180 days from the date of the notice of default and 0.50% thereafter up to 360 days. The Company may agree to pay additional interest to the holders by notifying holders and the trustee within 90 days from the notice of default. If the Company decides to pay that interest, but has not remedied the event within 360 days from the notice of default, it was in default. If the Company fails to elect to pay that additional interest, it will be in default if it does not remedy the event within the 90 days period. The Company received a notice of default from holders of more than 25% of the outstanding principal amount of the 2019 Notes on October 13, 2017. Based on the terms of the 2019 Notes, the Company will be obligated to begin paying additional interest starting January 11, 2018 (the 90th day following the Company’s receipt of the notice of default). The Company is required to record a derivative related to this contingent interest as a liability and expense in its financial statements. At December 31, 2017 , the Company recorded a contingent interest derivative liability within accrued expenses and corresponding interest expense of approximately $0.2 million . Interest expense for the Company’s 2019 Notes related to the contractual interest coupon and contingent interest liability is noted below. Year ended December 31, 2017 2016 2015 Contractual interest expense $ 1,725 $ 1,725 $ 1,725 Contingent interest expense 193 — — Total $ 1,918 $ 1,725 $ 1,725 2017 Credit Agreement On January 19, 2017, the Company entered into a new credit agreement with the lending institutions from time to time parties thereto and Goldman Sachs as administrative agent, collateral agent, swingline lender and a letter of credit issuer (as amended from time to time, the “2017 Credit Agreement”) which was comprised of a $900.0 million term credit facility with a maturity date of January 19, 2024 (the “2017 Term Facility”) and a revolving credit facility of up to $200.0 million (the “Revolving Facility”) with a maturity date of January 19, 2022. Obligations under the 2017 Credit Agreement were guaranteed by certain of the Company’s subsidiaries and secured by substantially all of the Company’s and its subsidiaries’ assets. The 2017 Term Facility amortized at 1% per annum in equal quarterly installments with the balance payable on the maturity date. The Revolving Facility included borrowing capacity available for letters of credit and for borrowings on same-day notice under swingline loans and borrowing thereunder could be used for working capital needs and other general corporate purposes. The 2017 Term Facility initially bear an interest at a rate equal to, at the Company’s option, the adjusted LIBOR rate for an applicable interest period or an alternate base rate, in each case, plus an applicable margin of 2.75% or 1.75% , respectively. The Revolving Facility initially bear an interest at a rate equal to, at the Company’s option, the adjusted LIBOR rate or an alternate base rate, in each case, plus an applicable margin of 2.50% or 1.50% , respectively, subject to step-downs based on the Company’s ratio of first lien secured debt to adjusted EBITDA, as defined in the 2017 Credit Agreement. The Company paid a commitment fee in the range of 0.25% to 0.375% on the unused balance of the Revolving Facility. Interest was payable quarterly under the 2017 Credit Agreement. Subject to certain customary exceptions, the 2017 Term Facility was subject to mandatory prepayments in amounts equal to: (1) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) by Synchronoss or its subsidiaries subject to customary reinvestment provisions and certain other exceptions; (2) 100% of the net cash proceeds from incurrences of debt (other than permitted debt); and (3) a customary annual excess cash flow sweep at levels based on the Company’s applicable ratio of first lien secured debt to adjusted EBITDA, as defined in the 2017 Credit Agreement. The 2017 Credit Agreement contained a number of customary affirmative and negative covenants and events of default, which, among other things, restricted the Synchronoss’ and its subsidiaries’ ability to incur debt, allow liens on assets, make investments, pay dividends or prepay certain other debt. The 2017 Credit Agreement also required Synchronoss to comply with certain financial maintenance covenants, including a total gross leverage ratio and an interest charge coverage ratio. Certain of the lenders under the 2017 Credit Agreement, or their affiliates, provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and other services in the ordinary course of business for the registrant and its affiliates, for which they have in the past and may in the future receive customary fees and commissions. As a result of the Company’s restatement, it was unable to comply with covenants requiring the timely delivery of audited financial statements and interim financial information. The Company obtained waivers to extend the dates by which the Company was required to deliver such financial information to June 30, 2017. Waiver Agreement to 2017 Credit Agreement On June 30, 2017, the Company, the Lenders and the Administrative Agent entered into a Limited Waiver to Credit Agreement (the “Waiver Agreement”) pursuant to which the Lenders agreed, subject to the limitations contained in the Waiver Agreement, to temporarily waive (the “Limited Waiver”) the anticipated event of default (the “Anticipated Event of Default”) resulting from the Company’s failure to deliver its first quarter 2017 financial statements, together with related items required under the 2017 Credit Agreement on or prior to June 30, 2017. In the absence of the Limited Waiver, after the occurrence of the Anticipated Event of Default the Lenders would be permitted to exercise their rights and remedies available to them under the 2017 Credit Facility with respect to an event of default. The Limited Waiver was designed to give the Company and the Lenders additional time to negotiate in good faith and document certain amendments to the 2017 Credit Facility. As consideration for the Limited Waiver, the Company agreed to pay a consent fee to each Lender who consented to the Waiver Agreement in an amount equal to 0.15% of the aggregate principal amount of such consenting Lender’s revolving credit commitments and term loans outstanding under the 2017 Credit Agreement, which amount was credited against any consent fee that was required to be paid in connection with any subsequent waiver of the Anticipated Event of Default or related amendment of the 2017 Credit Agreement. In addition, the Company paid the reasonable fees and expenses of counsel and other costs and expenses requested by the Administrative Agent on behalf of the Lenders and certain other fees as set forth in the Waiver Agreement. First Amendment to 2017 Credit Agreement On July 19, 2017, the Company entered into a first amendment and limited waiver to the 2017 Credit Agreement (the “First Amendment”). Pursuant to the First Amendment, the lenders and administrative agent agreed to extend the time period for delivery by the Company of its quarterly financial statements for the quarters ended March 31, 2017 and June 30, 2017 (the “2017 Quarterly Financial Statements”) and to waive the default and event of default arising from the Company’s failure to deliver the 2017 Quarterly Financial Statements within the timeframe originally required by the 2017 Credit Agreement (or, at the Company’s election, November 16, 2017, if prior to October 17, 2017 the Company pays a fee to the Lenders equal to 25 basis points on the aggregate principal amount of revolving commitments and terms loans outstanding). The First Amendment effected various other changes to the terms of the Credit Agreement, including reducing revolving credit commitments from $200.0 million to $100.0 million (with a sub-limit on usage of $50.0 million until the earliest date by which the Company has delivered the 2017 Quarterly Financial Statements, the restated financial statements for the fiscal years ended December 31, 2016 and 2015 (and the respective quarterly periods) and certain information with respect to disclosing and remedying any material weaknesses in the Company’s internal control structure related to financial reporting.) Under the First Amendment, the Company was required to maintain a first lien secured net leverage ratio of no more than (x) 5.50 to 1 for any period ending from September 30, 2017 through March 31, 2019; (y) 5.00 to 1 for any period ending June 30, 2019 through December 31, 2019; and (z) 4.25 to 1 for any period ending March 31, 2020 and thereafter. The Company was also required to maintain a minimum interest coverage ratio of no less than 2.00 to 1. Until the earlier of (A) the later of (i) December 15, 2017 and (ii) in the event that, prior to December 15, 2017, the Company has publicly announced a strategic transaction, or merger, business combination, acquisition or divestiture that would result in a change of control or a requirement to prepay the loans and terminate commitments under the Amended Credit Agreement, the date on which such transaction is consummated or abandoned (the “Initial Period End Date”) and (B) June 15, 2018, term loans under the Amended Credit Agreement bear interest at a rate equal to, at the Company’s option, the adjusted LIBOR rate for an applicable interest period or an alternate base rate (subject to a floor of 1.00% and 2.00% , respectively), in each case, plus an applicable margin of 4.50% or 3.50% , respectively. Thereafter, the applicable margins increase to 5.75% and 4.75% , respectively, if the Company’s first lien secured net leverage ratio is less than or equal to 5.00 to 1, and to 6.75% and 5.75% , respectively, if the Company’s first lien secured net leverage ratio is greater than 5.00 to 1. The foregoing applicable margins are subject to a retroactive increase of 0.25% each if the Restated Financial Statements show an amount of net revenue for any fiscal year ended December 31, 2015, December 31, 2016 and, if applicable, December 31, 2014 that varies by greater than 15% of the net revenue set forth on Consolidated Balance Sheets and related Consolidated Statements of Operations of the Company for such fiscal year that had originally been filed with the Securities and Exchange Commission. Until the Initial Period End Date, revolving loans under the Amended Credit Agreement bear interest at a rate equal to, at Company’s option, the adjusted LIBOR rate or an alternate base rate (subject to a floor of 1.00% and 2.00% , respectively), in each case, plus an applicable margin of 4.50% or 3.50% , respectively. Thereafter, the applicable margins will be subject to step-downs based on the Company’s first lien secured net leverage ratio. Until the Initial Period End Date, term loans under the Amended Credit Agreement are subject to a prepayment premium of 1.00% solely if prepaid with proceeds of a repricing transaction. Thereafter, the term loans will be subject to (x) a 2.00% prepayment premium for any voluntary prepayments (including upon a change of control) made through the one-year anniversary of the Initial Period End Date and (y) a 1.00% prepayment premium for any voluntary prepayments (including upon a change of control) made after the one-year anniversary of the Initial Period End Date and prior to the second anniversary thereof. The Amendment also effected various other changes to the baskets and exceptions under the negative covenants of the Credit Agreement. The Company’s effective interest rate on the term loans was approximately 4.08% prior to the First Amendment and ranged from 5.74% to 5.76% from July 19, 2017 through November 2017. During 2017, the Company paid approximately $16.8 million in fees related to obtaining waivers, amendments, and consents in relation to the 2017 Credit Agreement as a result of the delay in the delivery of the 2017 Quarterly Financial Statements. These costs were recognized within the Interest expense line of the Consolidated Statements of Operations until the debt was repaid in the fourth quarter of 2017. The remaining balance was recognized within the Extinguishment of debt line item of the Consolidated Statements of Operations. Repayment of 2017 Credit Agreement In connection with the consummation of the Intralinks divestiture (See Note 4 - Acquisitions and Divestitures ), the Company utilized a portion of the proceeds from the Intralinks divestiture to repay all outstanding obligations under the 2017 Credit Agreement. In connection therewith, the Company delivered all notices and took all other actions to facilitate and cause the termination of the 2017 Credit Agreement, the repayment in full of all obligations then outstanding thereunder and the release of any security interests in connection therewith, effective as of November 14, 2017. The aggregate payoff amount was approximately $897.5 million and included all accrued interest, fees and prepayment penalties associated therewith. The Company incurred approximately $29.4 million of a loss on the extinguishment of the 2017 Credit Agreement for the year ended December 31, 2017. Amended Credit Facility On July 7, 2016, the Company entered into an Amended Credit Facility with Wells Fargo Bank, National Association, as administrative agent and several lenders party thereto (the “Amended Credit Facility”). The Amended Credit Facility, was permitted to be used for general corporate purposes, was a $250.0 million unsecured revolving line of credit that was set to mature on July 7, 2021, subject to terms and conditions set forth therein. The Company paid a commitment fee in the range of 15 to 30 basis points on the unused balance of the revolving credit facility under the Amended Credit Facility. Synchronoss had the right to request an increase in the aggregate principal amount of the Amended Credit Facility up to $350.0 million . Interest on the borrowings ranged from 1.94% to 2.03% . On January 19, 2017, the Company repaid all outstanding obligations under the Amended Credit Facility with Wells Fargo Bank and the several lenders party thereto. The aggregate payoff amount was $29.0 million and included all accrued interest and associated prepayment penalties. Interest expense and commitment fees under the 2017 Credit Agreement and the Amended Credit Facility were as follows: Year ended December 31, 2017 2016 2015 Commitment fees $ 519 $ 415 $ 332 Interest expense 35,351 877 — 2013 Credit Facility In September 2013, the Company entered into a Credit Facility (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 was used for general corporate purposes, was a $100.0 million unsecured revolving line of credit that was set to mature on September 27, 2018. The Company paid a commitment fee in the range of 25 to 35 basis points on the unused balance of the revolving credit facility under this credit agreement. Synchronoss had the right to request an increase in the aggregate principal amount of the Credit Facility up to $150.0 million . Interest on the borrowing was based upon LIBOR plus a 2.25 basis point margin. All outstanding balances under the Credit Facility were repaid on July 7, 2016 and the 2013 Credit Facility was terminated and replaced with the Amended Credit Facility. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss)/Income | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss)/ Income | Accumulated Other Comprehensive (Loss)/Income The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2017 , are as follows: Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2016 $ (37,311 ) $ (5,017 ) $ (22 ) $ (42,350 ) Other comprehensive income (loss) 17,027 3,322 28 20,377 Tax effect — (1,390 ) (10 ) (1,400 ) Comprehensive income (loss) 17,027 1,932 18 18,977 Balance at December 31, 2017 $ (20,284 ) $ (3,085 ) $ (4 ) $ (23,373 ) The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2016 , are as follows: (Restated) Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2015 $ (33,197 ) $ (4,292 ) $ (25 ) $ (37,514 ) Other comprehensive income (loss) (4,114 ) (789 ) 5 (4,898 ) Tax effect — 64 (2 ) 62 Total comprehensive income (loss) (4,114 ) (725 ) 3 (4,836 ) Balance at December 31, 2016 $ (37,311 ) $ (5,017 ) $ (22 ) $ (42,350 ) The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2015 , are as follows: (Restated) Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2014 $ (15,492 ) $ (2,957 ) $ (5 ) $ (18,454 ) Other comprehensive income (loss) (17,705 ) (2,722 ) (30 ) (20,457 ) Tax effect — 1,387 10 1,397 Total comprehensive income (loss) (17,705 ) (1,335 ) (20 ) (19,060 ) Balance at December 31, 2015 $ (33,197 ) $ (4,292 ) $ (25 ) $ (37,514 ) |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2017 | |
Capital Structure | |
Capital Structure | Capital Structure As of December 31, 2017 , the Company’s authorized capital stock was 110 million shares of stock with a par value of 0.0001 , of which 100 million shares were designated as common stock and 10 million shares were designated as preferred stock. Common Stock Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. Dividends on common stock will be paid when, and if, declared by the Company’s Board of Directors. No dividends have ever been declared or paid by the Company. Treasury Stock On February 4, 2016, the Company announced that the Board of Directors approved a share repurchase program under which the Company may repurchase up to $100.0 million of its outstanding common stock for 12 to 18 months following the announcement. In 2016, the Company repurchased approximately 1.3 million shares of the Company’s common stock under this program for an aggregate repurchase price of $40.0 million . There were no repurchases in 2017. Preferred Stock There are no shares of preferred stock outstanding as of December 31, 2017 or 2016 . The Board of Directors is authorized to issue preferred shares and has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of preferred stock. Please see the subsequent event below regarding shares of preferred stock in 2018. Registration Rights Holders of shares of common stock which were issued upon conversion of the Company’s Series A preferred stock are entitled to have their shares registered under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of an agreement between the Company and the holders of these securities which include registration rights, if the Company proposes to register any of its securities under the Securities Act, either for its own account or for the account of others, these stockholders are entitled to notice of such registration and are entitled to include their shares in such registration. Share Purchase Agreement As of October 16, 2017, investment funds affiliated with Siris owned 5,994,667 shares (the “Existing Siris Shares”) of Synchronoss’ common stock, par value $0.0001 per share (the “Common Stock”) as of such date . On October 17, 2017, the Company announced the entry into definitive agreements for the sale of Intralinks and the right to purchase a newly created series of preferred stock of Synchronoss to affiliates of Siris. Subject to the terms and conditions set forth in the PIPE Purchase Agreement, between Synchronoss and Silver, Synchronoss agreed to issue an option to sell to Silver 185,000 shares of Series A Preferred Stock in the Preferred Transaction. Prior to or contemporaneously with the consummation of the Preferred Transaction, Synchronoss agreed to file the Series A Certificate and enter into the Investor Rights Agreement with Silver setting forth certain registration, governance and preemptive rights of Silver with respect to Synchronoss discussed below. Subsequent Event - Shares of Preferred Stock In accordance with the terms of the PIPE Purchase Agreement with Silver, on February 15, 2018 the Company exercised its option to complete the Preferred Transaction. In connection with the issuance of the Series A Preferred Stock, the Company (i) filed the Series A Certificate and (ii) entered into the Investor Rights Agreement. Pursuant to the PIPE Purchase Agreement, at the closing, the Company paid to Siris $5.0 million as a reimbursement of Silver’s reasonable costs and expenses incurred in connection with the Preferred Transaction. Certificate of Designation of the Series A Preferred Stock The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series A Preferred Stock are set forth in the Series A Certificate. Under the Series A Certificate, the holders of the Series A Preferred Stock are entitled to receive, on each share of Series A Preferred Stock on a quarterly basis, an amount equal to the dividend rate of 14.5% divided by four and multiplied by the then-applicable Liquidation Preference (as defined in the Series A Certificate) per share of Series A Preferred Stock (collectively, the “Preferred Dividends”). The Preferred Dividends are due on January 1, April 1, July 1 and October 1 of each year (each, a “Series A Dividend Payment Date”). The Company may choose to pay the Preferred Dividends in cash or in additional shares of Series A Preferred Stock. In the event the Company does not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. In addition, the Series A Preferred Stock participates in dividends declared and paid on shares of the Company’s common stock. Each share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal to the “Conversion Price” (as that term is defined in the Series A Certificate) multiplied by the then applicable “Conversion Rate” (as that term is defined in the Series A Certificate). Each share of Series A Preferred Stock is initially convertible into 55.5556 shares of common stock, representing an initial “conversion price” of approximately $18.00 per share of common stock. The Conversion Rate is subject to equitable proportionate adjustment in the event of stock splits, recapitalizations and other events set forth in the Series A Certificate. On and after the fifth anniversary of February 15, 2018, holders of shares of Series A Preferred Stock have the right to cause the Company to redeem each share of Series A Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series A Preferred Stock is also redeemable at the option of the holder upon the occurrence of a “Fundamental Change” (as that term is defined in the Series A Certificate) at a specified premium. In addition, the Company is also permitted to redeem all outstanding shares of the Series A Preferred Stock at any time (i) within the first 30 months of the date of issuance for the sum of the then-applicable Liquidation Preference, accrued but unpaid dividends and a make whole amount and (ii) following the 30-month anniversary of the date of issuance for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. The holders of a majority of the Series A Preferred Stock, voting separately as a class, are entitled at each of the Company’s annual meetings of stockholders or at any special meeting called for the purpose of electing directors (or by written consent signed by the holders of a majority of the then-outstanding shares of Series A Preferred Stock in lieu of such a meeting): (i) to nominate and elect two members of the Company’s Board of Directors for so long as the Preferred Percentage (as defined in the Series A Certificate) is equal to or greater than 10% ; and (ii) to nominate and elect one member of the Company’s Board of Directors for so long as the Preferred Percentage is equal to or greater than 5% but less than 10% . For so long as the holders of shares of Series A Preferred Stock have the right to nominate at least one director, the Company is required to obtain the prior approval of Silver prior to taking certain actions, including: (i) certain dividends, repayments and redemptions; (ii) any amendment to the Company’s certificate of incorporation that adversely effects the rights, preferences, privileges or voting powers of the Series A Preferred Stock; (iii) issuances of stock ranking senior or equivalent to shares of Series A Preferred Stock (including additional shares of Series A Preferred Stock) in the priority of payment of dividends or in the distribution of assets upon any liquidation, dissolution or winding up of us; (iv) changes in the size of the Company’s Board of Directors; (v) any amendment, alteration, modification or repeal of the charter of the Company’s Nominating and Corporate Governance Committee of the Board of Directors and related documents; and (vi) any change in the Company’s principal business or the entry into any line of business outside of the Company’s existing lines of businesses. In addition, in the event that the Company is in EBITDA Non-Compliance (as defined in the Series A Certificate) or the undertaking of certain actions would result in the Company exceeding a specified pro forma leverage ratio, then the prior approval of Silver would be required to incur indebtedness (or alter any debt document) in excess of $10.0 million , enter or consummate any transaction where the fair market value exceeds $5.0 million individually or $10.0 million in the aggregate in a fiscal year or authorize or commit to capital expenditures in excess of $25.0 million in a fiscal year. Each holder of Series A Preferred Stock has one vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of Series A Preferred Stock are permitted to take any action or consent to any action with respect to such rights without a meeting by delivering a consent in writing or electronic transmission of the holders of the Series A Preferred Stock entitled to cast not less than the minimum number of votes that would be necessary to authorize, take or consent to such action at a meeting of stockholders. In addition to any vote (or action taken by written consent) of the holders of the shares of Series A Preferred Stock as a separate class provided for in the Series A Certificate or by the General Corporation Law of the State of Delaware, the holders of shares of the Series A Preferred Stock are entitled to vote with the holders of shares of common stock (and any other class or series that may similarly be entitled to vote on an as-converted basis with the holders of common stock) on all matters submitted to a vote or to the consent of the stockholders of the Company (including the election of directors) as one class. Under the Series A Certificate, if Silver and certain of its affiliates have elected to effect a conversion of some or all of their shares of Series A Preferred Stock and if the sum, without duplication, of (i) the aggregate number of shares of the Company’s common stock issued to such holders upon such conversion and any shares of the Company’s common stock previously issued to such holders upon conversion of Series A Preferred Stock and then held by such holders, plus (ii) the number of shares of the Company’s common stock underlying shares of Series A Preferred Stock that would be held at such time by such holders (after giving effect to such conversion), would exceed the 19.9% of the issued and outstanding shares of the Company’s voting stock on an as converted basis (the “Conversion Cap”), then such holders would only be entitled to convert such number of shares as would result in the sum of clauses (i) and (ii) (after giving effect to such conversion) being equal to the Conversion Cap (after giving effect to any such limitation on conversion). Any shares of Series A Preferred Stock which a holder has elected to convert but which, by reason of the previous sentence, are not so converted, will be treated as if the holder had not made such election to convert and such shares of Series A Preferred Stock will remain outstanding. Also, under the Series A Certificate, if the sum, without duplication, of (i) the aggregate voting power of the shares previously issued to Silver and certain of its affiliates held by such holders at the record date, plus (ii) the aggregate voting power of the shares of Series A Preferred Stock held by such holders as of such record date, would exceed 19.99% of the total voting power of the Company’s outstanding voting stock at such record date, then, with respect to such shares, Silver and certain of its affiliates are only entitled to cast a number of votes equal to 19.99% of such total voting power. The limitation on conversion and voting ceases to apply upon receipt of the requisite approval of holders of the Company’s common stock under the applicable listing standards. Form of Investor Rights Agreement Concurrently with the closing of the Preferred Transaction, Synchronoss and Silver entered into an Investor Rights Agreement. Under the terms of the Investor Rights Agreement, Silver and Synchronoss have agreed that, effective as of the closing of the Preferred Transaction, the Board of Directors of Synchronoss will consist of ten members. From and after the closing of the Preferred Transaction, so long as the holders of Series A Preferred Stock have the right to nominate a member to the Board of Directors pursuant to the Series A Certificate, the Board of Directors of Synchronoss will consist of (i) two directors nominated and elected by the holders of shares of Series A Preferred Stock; (ii) four directors who meet the independence criteria set forth in the applicable listing standards (each of whom will be initially agreed upon by Synchronoss and Silver); and (iii) four other directors, two of whom shall satisfy the independence criteria of the applicable listing standards and, as of the closing of the Preferred Transaction, one of whom shall be the individual then serving as chief executive officer of Synchronoss and one of whom shall be the current chairman of the Board of Directors of Synchronoss as of the date of execution of the Investors Rights Agreement. Following the closing of the Preferred Transaction, so long as the holders of Series A Preferred Stock have the right to nominate at least one director to the Board of Directors of Synchronoss pursuant to the Series A Certificate, Silver will have the right to designate two members of the Nominating and Corporate Governance Committee of the Board of Directors. Pursuant to the terms of the Investor Rights Agreement, neither Silver nor its affiliates may transfer any shares of Series A Preferred Stock subject to certain exceptions (including transfers to affiliates that agree to be bound by the terms of the Investor Rights Agreement). For so long as Silver has the right to appoint a director to the Board of Directors of Synchronoss, without the prior approval by a majority of directors voting who are not appointed by the holders of shares of Series A Preferred Stock, neither Silver nor its affiliates will directly or indirectly purchase or acquire any debt or equity securities of Synchronoss (including equity-linked derivative securities) if such purchase or acquisition would result in Silver’s Standstill Percentage (as defined in the Investor Rights Agreement) being in excess of 30%. However, the foregoing standstill restrictions would not prohibit the purchase of shares pursuant to the PIPE Purchase Agreement or the receipt of shares of Series A Preferred Stock issued as Preferred Dividends pursuant to the Series A Certificate, shares of Common Stock received upon conversion of shares of Series A Preferred Stock or receipt of any shares of Series A Preferred Stock, Common Stock or other securities of the Company otherwise paid as dividends or as an increase of the Liquidation Preference (as defined in the Series A Certificate) or distributions thereon. Silver will also have preemptive rights with respect to issuances of securities of Synchronoss in order to maintain its ownership percentage. Under the terms of the Investor Rights Agreement, Silver will be entitled to (i) three demand registrations, with no more than two demand registrations in any single calendar year and provided that each demand registration must include at least 10% of the shares of Common Stock held by Silver, including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and (ii) unlimited piggyback registration rights with respect to primary issuances and all other issuances. Subsequent Events - Common Stock On May 11, 2018, the Company received a notification letter from the Nasdaq indicating that trading in the Company’s common stock was suspended effective at the open of business on May 14, 2018. The Nasdaq Hearings Panel (the “Panel”) also determined to delist the Company’s shares from Nasdaq after applicable appeal periods have lapsed. The Company has appealed the decision to the Nasdaq Listing and Hearing Review Council. During the appeal process, the Company’s stock remains listed however trading in the Company’s common stock on Nasdaq remains suspended. While the Company’s common stock is suspended from trading on Nasdaq, the Company’s shares are currently quoted on the OTC Markets under the trading symbol SNCR. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | Stock Plans In March 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan replaces the Company’s prior 2000 Equity Incentive Plan (the “2000 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”) (collectively, the “Plans”). Beginning March 2015, all awards were granted under the 2015 Plan. In addition, any awards that were previously granted under any prior Plans that terminate without issuance of shares, shall be eligible for issuance under the 2015 Plan. Under the 2015 Plan, the Company may grant to its employees, outside directors and consultants awards in the form of non-qualified stock options, shares of restricted stock, stock units, or stock appreciation rights and performance shares. The Company’s Board of Directors administers the Plan and is responsible for determining the individuals to be granted options or shares, the number of options or shares each individual will receive, the price per share and the exercise period of each option. As of December 31, 2017 , there were 2.0 million shares available for grant or award under the Company’s 2015 Plan. During 2017, the Company’s Board of Directors approved the issuance of market-based restricted stock to certain executives which are eligible to vest if the volume-weighted average closing price over 20 consecutive trading days equals or exceeds certain stock prices during the specific performance period from July 2017 to July 2019. The Company utilized the Monte Carlo simulation to estimate the fair value of the restricted stock on its grant date. In connection with the appointment a new Chief Executive Officer in November 2017, the Company entered into an employment agreement which provided for the grant of restricted stock awards, stock options and performance stock awards. These awards were approved by the Compensation Committee of Synchronoss’ Board of Directors and granted as an inducement equity award outside the 2015 Plan in accordance with the Nasdaq Listing Rule 5635(c)(4) (the “Inducement Rule”). On December 15, 2017, the Compensation Committee adopted the 2017 New Hire Equity Incentive Plan (“2017 New Hire Plan”), which is intended to be exempt from the stockholder approval requirements under the “inducement grant exception” provided by the Inducement Rule. The Committee authorized the issuance of up to 1.5 million Common Shares to new hires, with the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) providing for the attraction and retention of new employees with exceptional qualifications, (b) encouraging new employees to focus on critical long-range objectives, and (c) linking new employees directly to stockholder interests through increased stock ownership. As required by the Inducement Rule, the Company issues a press release promptly upon issuing shares to new employees pursuant to the 2017 New Hire Plan. As of December 31, 2017, all of the 1.5 million shares of common stock available for issuance under the 2017 New Hire Plan. Stock-Based Compensation The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included in operating expense categories as follows: December 31, 2017 2016 2015 (Restated) (Restated) Cost of revenues $ 4,602 $ 7,310 $ 6,922 Research and development 6,030 8,891 7,461 Selling, general and administrative 11,863 17,977 17,021 Total stock-based compensation $ 22,495 $ 34,178 $ 31,404 The following table summarizes stock-based compensation expense: December 31, 2017 2016 2015 (Restated) (Restated) Stock options $ 6,311 $ 7,778 $ 8,495 Restricted stock awards 15,802 25,583 22,285 ESPP Plan 382 817 624 Total stock-based compensation before taxes $ 22,495 $ 34,178 $ 31,404 Tax benefit $ 3,921 $ 11,108 $ 10,130 The total stock-based compensation cost related to unvested equity awards as of December 31, 2017 was approximately $54.2 million . The expense is expected to be recognized over a weighted-average period of approximately 2.50 years. As part of the work force reduction driven by corporate restructuring initiated in 2016, the Company terminated certain employees in 2017 and accelerated the vesting of certain unvested restricted stock awards and stock options for these employees. The Company accounted for the acceleration of these awards as a result of the restructuring termination as a Type III modification under ASC Topic 718 and recorded a one-time expense of $1.1 million . In July 2017, the Company modified the terms of performance-based restricted stock awards granted to certain employees in 2015 and 2016 to modify the performance period as the performance targets for 2017 established previously were not considered probable due to the changes in the business driven by significant acquisitions and divestitures by the Company. The modification of the performance-based shares was considered a Type III modification under ASC Topic 718, and as a result, the Company reversed all previously recorded expense for these awards and recorded the new compensation expense over the new requisite service period as a result of the modification. The total incremental compensation expense resulting from these modifications was $2.0 million . Replacement Awards On January 19, 2017, certain equity awards granted under the Intralinks Holdings, Inc. 2010 Equity Incentive Plan and the Intralinks Holdings, Inc. 2007 Stock Option and Grant Plan (together, the “Intralinks Plans”) were assumed by the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The assumed awards are subject to the vesting and service conditions of the 2015 Plan. Subsequently, these were accelerated as part of the Intralinks Transaction. Among the equity awards assumed were restricted stock units subject to market-based performance targets in order for them to vest. Vesting is subject to continued service requirements through the vesting date. The grant date fair value for such unvested restricted stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. Stock-based compensation expense for such unvested restricted stock units is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. All of these awards were canceled during 2017 pursuant to termination of related employees. Stock Options Options that were granted under the Company’s 2000, 2006 and 2015 Plans generally vest 25% on the first-year anniversary of the date of grant plus an additional 1/48th for each month of continuous service thereafter. Options that were granted under the Company’s 2010 Plan generally vest 50% on the second-year anniversary and an additional 1/48th for each month of continuous service thereafter. Incentive options that were granted under the 2000 and 2006 Plans generally vest 25% on the first-year anniversary on the date of grant and an additional 1/48th for each month of continuous service thereafter. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: December 31, 2017 2016 2015 Expected stock price volatility 57.0 % 45.0 % 47.0 % Risk-free interest rate 1.8 % 1.2 % 1.3 % Expected life of options (in years) 4.08 4.00 4.00 Expected dividend yield — % — % — % Weighted-average fair value (grant date) of the options $ 6.30 $ 11.13 $ 15.88 The following table summarizes information about stock options outstanding: Options Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 (restated) 2,306 $ 32.43 Options Granted 2,891 $ 15.09 Options Exercised (104 ) $ 11.34 Options Cancelled (1,143 ) $ 12.93 Outstanding at December 31, 2017 3,950 $ 21.54 5.34 $ — Vested and exercisable at December 31, 2017 1,185 $ 32.35 3.26 $ — The below table summarizes additional information related to stock options: December 31, 2017 2016 2015 Total intrinsic value for stock options exercised $ 1,007 $ 8,953 $ 18,369 Awards of Restricted Stock and Performance Stock Restricted stock awards (“Restricted Stock”) granted under the Company’s Plans generally vest 25% of the applicable shares on the first anniversary of the date of grant and thereafter an additional 1/16th for each three months of continuous service. Performance stock awards granted under the Company’s 2006 Plan generally vest with respect to one-third of the applicable shares on the date that the performance objectives under the performance stock awards are achieved and thereafter an additional one-third for each year of continuous service. Generally, performance stock awards granted under the Company’s 2015 Plan vest at the end of a three -year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors. A summary of the Company’s unvested restricted stock at December 31, 2017 , and changes during the year ended December 31, 2017 , is presented below: Non-Vested Restricted Stock Number of Awards Weighted- Average Grant Date Fair Value Non-vested at December 31, 2016 (restated) 1,645 $ 36.27 Granted 3,426 22.75 Vested (946 ) 32.16 Forfeited (2,061 ) 22.21 Non-vested at December 31, 2017 2,064 $ 22.75 Restricted stock awards are granted subject to other service conditions or service and performance conditions (“Performance-Based Awards”). Restricted stock and performance-based awards are measured at the closing stock price at the date of grant and are recognized straight line over the requisite service period. During 2017 , the Company issued 43,413 shares of restricted stock related to the 2016 performance share objectives. In 2017, the Company issued 304,300 market awards. Employee Stock Purchase Plan On February 1, 2012, the Company established a 10 years Employee Stock Purchase Plan (“ESPP” or “the ESPP Plan”) for certain eligible employees. The ESPP Plan is to be administered by the Company’s Board of Directors. The total number of shares available for purchase under the ESPP Plan is 0.5 million 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 ESPP 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 or with a value greater than $25 thousand in any calendar year. The plan was indefinitely suspended on July 27, 2017. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan The Company has a 401(k) plan (the “401(k) Plan”) covering all eligible employees. The 401(k) Plan allows for a discretionary employer match. The Company incurred and expensed $2.9 million , $2.7 million , and $2.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, in 401(k) Plan match contributions. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In March 2016 and December 2016, the Company initiated a work-force reduction as part of a corporate restructuring, with reductions occurring across all levels and departments within the Company, primarily in an effort to reduce costs subsequent to an acquisition or divestiture. These measures were intended to reduce costs and to align the Company’s resources with its key strategic priorities. The Company authorized additional work force reduction initiatives throughout 2017. As of December 31, 2017 , there were $0.5 million of accrued restructuring charges on the Consolidated Balance Sheets. A summary of the Company’s restructuring accrual at December 31, 2017 , 2016 , 2015 and changes during those years is presented below: Balance at December 31, 2016 Charges Payments Other Adjustments 1 Balance at December 31, 2017 Employment termination costs $ 1,181 $ 10,739 $ (11,404 ) $ (42 ) $ 474 Facilities consolidation 40 — (16 ) — 24 Total $ 1,221 $ 10,739 $ (11,420 ) $ (42 ) $ 498 Balance at December 31, 2015 Charges Payments Other Adjustments Balance at December 31, 2016 Employment termination costs $ — $ 6,333 $ (5,152 ) — $ 1,181 Facilities consolidation 54 — (14 ) — 40 Total $ 54 $ 6,333 $ (5,166 ) $ — $ 1,221 Balance at December 31, 2014 Charges Payments Other Adjustments Balance at December 31, 2015 Employment termination costs $ — $ 4,883 $ (4,883 ) $ — $ — Facilities consolidation — 63 (9 ) — 54 Total $ — $ 4,946 $ (4,892 ) $ — $ 54 __________________________________________________________________________ 1 Includes non-cash adjustments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income or (loss) from continuing operations before income taxes are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Domestic $ (210,214 ) $ (116,730 ) $ (22,237 ) Foreign (18,873 ) (10,359 ) (17,933 ) Total $ (229,087 ) $ (127,089 ) $ (40,170 ) The components of income tax (expense) benefit from continuing operations are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Current: Federal $ 600 $ 4,695 $ 1,866 State — 2,098 299 Foreign (4,817 ) (2,743 ) (1,847 ) Deferred: Federal 40,634 26,074 2,473 State 1,340 1,301 103 Foreign (2,894 ) 1,795 (506 ) Income tax benefit $ 34,863 $ 33,220 $ 2,388 Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2017 , 2016 and 2015 are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Statutory rate 35 % 35 % 35 % State taxes, net of federal benefit 1 % 3 % 1 % Effect of rates different than statutory (2 )% (2 )% (10 )% Minority interest (1 )% (4 )% (1 )% Non-deductible stock based compensation (2 )% — % — % Other permanent adjustments (2 )% (1 )% (6 )% Research and development credit — % 2 % 5 % Change in valuation allowance (7 )% (3 )% (10 )% Other (2 )% (1 )% (3 )% Tax Reform Rate Reduction (3 )% — % — % Acquisitions and restructuring related taxes (2 )% (3 )% (5 )% Net 15 % 26 % 6 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2016 (Restated) Deferred tax assets: Accrued liabilities $ 259 $ 22 Deferred revenue 18,721 52,102 Bad debts reserve 1,103 556 Deferred compensation 5,635 12,431 Federal net operating loss carry forwards 15,324 18,993 State net operating loss carry forwards 4,940 1,737 Foreign net operating loss carry forwards 10,212 13,243 Deferred rent 474 636 Capital loss carry forward 1,541 229 Transaction costs — 2,038 Other 2,947 2,155 Total deferred tax assets $ 61,156 $ 104,142 Deferred tax liabilities: Intangible assets $ (12,491 ) $ (16,014 ) Basis difference (6,612 ) (12,859 ) Installment sale (8,909 ) (23,177 ) Depreciation and amortization (14,356 ) (28,134 ) Total deferred tax liabilities (42,368 ) (80,184 ) Less: valuation allowance (32,523 ) (14,180 ) Net deferred income tax (liabilities) assets $ (13,735 ) $ 9,778 As of December 31, 2017 , the Company has federal and state income tax net operating loss (“NOL”) carryforwards of $72.7 million and $77.8 million , respectively, which will expire at various dates from 2018 through 2037. The Company also has foreign NOL carryforwards in various jurisdictions of $85.6 million that have various carryforward periods. Such NOL carryforwards expire as follows: 2018-2022 $ 13,700 2023-2027 12,669 2028-2037 127,163 Indefinite 82,612 $ 236,144 In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporates assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. The foreign NOL carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The NOLs for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. The Company continues to evaluate the ability to realize all of its net deferred tax assets at each reporting date and records a benefit for deferred tax assets to the extent it has deferred tax liabilities that provide a source of income to benefit the deferred tax asset. As a result of this analysis, the Company recorded a valuation allowance against the net deferred tax assets of certain foreign jurisdictions as the realization of these assets is not more likely than not, given uncertainty of future earnings in these jurisdictions. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2017, the Company’s tax years for 2014, 2015 and 2016 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2017, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2013. The Company is currently under income tax examinations in New Jersey for the tax years 2012 through 2014. The Company does not believe that the results of this audit will have a material effect on its financial position or results of operations. In addition, the Company closed the Federal tax examination for the tax years 2013 and 2014 and the New York examination for the tax years 2012 to 2014 with no change. The TCJA included a transition tax based on undistributed, untaxed foreign earnings analyzed in aggregate. The provisional analysis performed by the Company resulted in an overall untaxed deficit and no transition tax. In addition, no income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Should the Company decide to repatriate the foreign earnings, it would need to adjust its income tax provision in the period it determined that the earnings will no longer be indefinitely invested outside the United States. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. A reconciliation of the amounts of unrecognized tax benefits excluding interest, as restated, are as follows: Unrecognized tax benefit at December 31, 2014 $ 3,916 Increase for tax positions taken during prior year 54 Reduction due to lapse of applicable statute of limitations (68 ) Increases for tax positions of current period 376 Unrecognized tax benefit at December 31, 2015 4,278 Decreases for tax positions taken during prior year (35 ) Reduction due to lapse of applicable statute of limitations (57 ) Increases for tax positions of current period 399 Unrecognized tax benefit at December 31, 2016 4,585 Increase for tax positions taken during prior year 1,823 Increases related to acquired entities 13,278 Reduction due to lapse of applicable statute of limitations (1,512 ) Decreases related to divested entities (13,645 ) Increases for tax positions of current period 1,946 Unrecognized tax benefit at December 31, 2017 $ 6,475 Included in the balance of unrecognized tax benefits as of the years ended December 31, 2017 , 2016 and 2015 , are $7.1 million , $4.8 million and $4.4 million , respectively, of tax benefits that, if recognized, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The liability for unrecognized tax benefits excludes accrued interest of $0.6 million, $0.2 million and $0.1 million, for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company believes that it is reasonably possible that approximately $2.8 million of its currently unrecognized tax benefits related to transfer pricing reserve and research and development credits, which are individually insignificant, may be recognized by the end of 2018 as a result of a lapse of the statute of limitations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share from continued and discontinued operations: Year ended December 31, 2017 2016 2015 Restated Restated Numerator - Basic: Net loss from continuing operations $ (194,224 ) $ (93,869 ) $ (37,782 ) Net (loss) income attributable to noncontrolling interests (9,291 ) (15,203 ) (628 ) Net (loss) income from continuing operations attributable to Synchronoss (184,933 ) (78,666 ) (37,154 ) Net income from discontinued operations, net of taxes 75,495 90,560 40,267 Net (loss) income attributable to Synchronoss $ (109,438 ) $ 11,894 $ 3,113 Numerator - Diluted: Net (loss) income from continuing operations attributable to Synchronoss $ (184,933 ) $ (78,666 ) $ (37,154 ) Income effect for interest on convertible debt, net of tax — — — Net (loss) income from continuing operations adjusted for the convertible debt (184,933 ) (78,666 ) (37,154 ) Net income from discontinued operations, net of taxes 75,495 90,560 40,267 Net income attributable to Synchronoss, adjusted for the convertible debt $ (109,438 ) $ 11,894 $ 3,113 Denominator: Weighted average common shares outstanding — basic 44,669 43,551 42,284 Dilutive effect of: Shares from assumed conversion of convertible debt (1) — — — Options and unvested restricted shares — — — Weighted average common shares outstanding — diluted 44,669 43,551 42,284 Basic EPS Continuing operations $ (4.14 ) $ (1.81 ) $ (0.88 ) Discontinued operations 1.69 2.08 0.95 $ (2.45 ) $ 0.27 $ 0.07 Diluted EPS Continuing operations $ (4.14 ) $ (1.81 ) $ (0.88 ) Discontinued operations 1.69 2.08 0.95 $ (2.45 ) $ 0.27 $ 0.07 Anti-dilutive stock options excluded: $ 2,648 $ 1,310 $ 556 __________________________________________________________ 1 The calculation for each period does not include the effect of assumed conversion of convertible debt of 4,325,646 shares, which is based on 18.8072 shares per $1,000 principal amount of the 2019 Notes, because the effect would have been anti-dilutive. |
Summary of Quarterly Results of
Summary of Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations (Unaudited) | Summary of Quarterly Results of Operations (Unaudited) Quarterly results of operations for the year ended December 31, 2017 were as follows: Quarter Ended March 31, June 30, September 30, December 31, 2017 (In thousands, except per share data) Net revenues $ 86,097 $ 118,990 $ 91,015 $ 106,259 Gross profit (1) 40,042 71,235 45,439 64,192 Loss from continuing operations (51,347 ) (8,894 ) (36,139 ) (33,222 ) Net (loss) income (61,586 ) (29,383 ) (36,364 ) 8,604 Net (loss) income attributable to Synchronoss (2) (58,697 ) (26,568 ) (35,088 ) 10,915 Basic: Continuing operations (3) $ (0.96 ) $ (0.44 ) $ (0.98 ) $ (1.75 ) Discontinued operations (3) (0.37 ) (0.16 ) 0.20 1.99 $ (1.33 ) $ (0.60 ) $ (0.78 ) $ 0.24 Diluted: Continuing operations (3) $ (0.96 ) $ (0.44 ) $ (0.98 ) $ (1.75 ) Discontinued operations (3) (0.37 ) (0.16 ) 0.20 1.99 $ (1.33 ) $ (0.60 ) $ (0.78 ) $ 0.24 The following tables includes unaudited financial data for the fiscal year quarters in 2016 and 2015 , which have been adjusted for discontinued operations: Quarter Ended (Restated) March 31, June 30, September 30, December 31, 2016 (In thousands, except per share data) Net revenues $ 78,246 $ 121,101 $ 119,936 $ 107,011 Gross profit (1) 32,095 72,921 70,798 55,796 Loss from continuing operations (45,343 ) (13,348 ) (12,226 ) (51,687 ) Net (loss) income (32,336 ) 4,692 (785 ) 25,120 Net (loss) income attributable to Synchronoss (2) (29,329 ) 7,832 2,562 30,829 Basic: Continuing operations (3) $ (0.65 ) $ (0.26 ) $ (0.15 ) $ (0.74 ) Discontinued operations (3) (0.03 ) 0.44 0.21 1.45 $ (0.68 ) $ 0.18 $ 0.06 $ 0.71 Diluted: Continuing operations (3) $ (0.65 ) $ (0.26 ) $ (0.15 ) $ (0.74 ) Discontinued operations (3) (0.03 ) 0.44 0.21 1.45 $ (0.68 ) $ 0.18 $ 0.06 $ 0.71 Quarter Ended (Restated) March 31, June 30, September 30, December 31, 2015 (In thousands, except per share data) Net revenues $ 109,641 $ 87,710 $ 88,747 $ 86,463 Gross profit (1) 76,739 51,765 48,482 40,765 Net income (loss) from continuing operations 18,267 (7,328 ) (15,955 ) (32,097 ) Net income (loss) 19,738 7,409 (8,858 ) (15,804 ) Net income (loss) attributable to Synchronoss (2) 19,738 7,409 (8,858 ) (15,176 ) Basic: Continuing operations (3) $ 0.33 $ (0.39 ) $ (0.24 ) $ (0.57 ) Discontinued operations (3) 0.15 0.56 0.03 0.22 $ 0.48 $ 0.17 $ (0.21 ) $ (0.35 ) Diluted: Continuing operations (3) $ 0.30 $ (0.39 ) $ (0.24 ) $ (0.57 ) Discontinued operations (3) 0.13 0.56 0.03 0.22 $ 0.43 $ 0.17 $ (0.21 ) $ (0.35 ) __________________________________________________________ (1) Gross profit is defined as net revenues less cost of services and excludes depreciation and amortization expense. (2) Net loss for the quarter ended March 31, 2016 included a $0.7 million income tax expense adjustment related to the elimination of the additional paid-in-capital (“APIC”) Pool as a result of the adoption of ASU 2016-09. (3) Per common share amounts for the quarters and full year have been calculated separately. Accordingly, quarterly amounts do not add to the annual amount because of differences in the number of weighted-average common shares outstanding during each period which results principally from the effect of issuing shares of the Company’s common stock and options throughout the year. As discussed in the “Explanatory Note Regarding Restatement” in Part I, Item 1 of this this Annual Report on Form 10-K (“Form 10-K”) , this footnote discloses the nature of the restatement matters and adjustments and shows the impact of the restatement matters on revenues, expenses, income, assets, liabilities, equity, and the cumulative effects of these adjustments on the Consolidated Statement of Operations and Consolidated Balance Sheets for 2016 and 2015. In addition, this footnote shows the effects of the adjustment to opening retained earnings as of January 1, 2015, which adjustment reflects the impact of the restatement on periods prior to 2015. Quarterly Financial Information (Unaudited) - Balance Sheets The net effect of the restatement on the Company’s previously reported consolidated financial statements, as of the quarters ended March 31, June 30 and September 30, 2016 and 2015 (unaudited), are included in this Note 19 - Summary of Quarterly Results of Operations (Unaudited). Form 10-Q’s for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017 will be filed with the SEC concurrently with this Form 10-K. The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 123,319 $ — $ — $ — $ (12,975 ) $ — $ 110,344 Restricted cash — — — — 12,975 — 12,975 Marketable securities 16,973 — — — — — 16,973 Accounts receivable, net 208,607 (155 ) (60,711 ) — 8,486 — 156,227 Prepaid expenses and other current assets 45,972 — — 862 (143 ) 649 47,340 Assets of discontinued operations, current 10,970 — — — (9,338 ) — 1,632 Total current assets 405,841 (155 ) (60,711 ) 862 (995 ) 649 345,491 Marketable securities 3,968 — — — — — 3,968 Property and equipment, net 168,083 — — — 3,465 — 171,548 Goodwill 275,914 — — (54,903 ) 16,490 (3,896 ) 233,605 Intangible assets, net 215,666 — — (20,941 ) (8,560 ) — 186,165 Deferred tax assets 1,904 — — — — 40,296 42,200 Other assets 9,920 — — (1,315 ) 1,451 — 10,056 Assets of discontinued operations, non-current 43,433 — — — (17,655 ) — 25,778 Total Assets $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 28,724 $ — $ — $ — $ — $ — $ 28,724 Accrued expenses 54,066 — 5,229 441 300 (1,505 ) 58,531 Deferred revenues 26,106 22,288 1,628 (4,345 ) 2 — 45,679 Contingent consideration obligation 8,229 — — (4,824 ) — — 3,405 Short-term debt 38,000 — — — — — 38,000 Total current liabilities 155,125 22,288 6,857 (8,728 ) 302 (1,505 ) 174,339 Lease financing obligation - long term 13,082 — — 43 — — 13,125 Convertible debt 225,938 — — — — — 225,938 Deferred tax liability 26,397 — — — — (16,380 ) 10,017 Deferred revenues — 41,934 17,274 — — — 59,208 Other liabilities 20,399 — (16,691 ) — 1,569 2,731 8,008 Commitments and contingencies Redeemable noncontrolling interests 52,616 — — (28,898 ) 1,562 — 25,280 Stockholder's equity Common stock 3 — — — — — 3 Treasury stock (95,183 ) — — — (1,584 ) — (96,767 ) Additional paid-in capital 561,992 — — (7,667 ) (6,702 ) — 547,623 Accumulated other comprehensive loss (31,788 ) — 639 — 295 107 (30,747 ) Retained earnings 196,148 (64,377 ) (68,790 ) (31,047 ) (1,246 ) 52,096 82,784 Total stockholders' equity 631,172 (64,377 ) (68,151 ) (38,714 ) (9,237 ) 52,203 502,896 Total liabilities & stockholders' equity $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 111,028 $ — $ — $ — $ (21,042 ) $ — $ 89,986 Restricted cash — — — — 21,042 — 21,042 Marketable securities 62,274 — — — — — 62,274 Accounts receivable, net 154,061 (174 ) (41,754 ) — 8,110 — 120,243 Prepaid expenses and other current assets 47,677 — — 724 (142 ) 649 48,908 Assets of discontinued operations, current 10,595 — — — (8,963 ) — 1,632 Total current assets 385,635 (174 ) (41,754 ) 724 (995 ) 649 344,085 Marketable securities 13,949 — — — — — 13,949 Property and equipment, net 167,135 — — — 3,372 — 170,507 Goodwill 278,315 — — (54,901 ) 16,488 (3,896 ) 236,006 Intangible assets, net 222,045 — — (22,052 ) (5,602 ) — 194,391 Deferred tax assets 1,902 — — — — 32,862 34,764 Other assets 10,050 — — (1,289 ) 1,610 — 10,371 Assets of discontinued operations, non-current 44,001 — — — (17,815 ) — 26,186 Total Assets $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 35,150 $ — $ — $ — $ — $ — $ 35,150 Accrued expenses 52,534 — 16,005 285 300 (1,505 ) 67,619 Deferred revenues 28,009 15,494 1,890 (3,251 ) 2 — 42,144 Contingent consideration obligation 7,657 — — (2,903 ) — — 4,754 Short-term debt 47,000 — — — — — 47,000 Total current liabilities 170,350 15,494 17,895 (5,869 ) 302 (1,505 ) 196,667 Lease financing obligation - long term 13,623 — — 45 — — 13,668 Convertible debt 225,585 — — — — — 225,585 Deferred tax liability 29,716 — — — — (16,380 ) 13,336 Deferred revenues — 42,266 19,241 — — — 61,507 Other liabilities 22,545 — (18,585 ) — 1,633 2,731 8,324 Commitments and contingencies Redeemable noncontrolling interests 55,459 — — (28,982 ) (1,197 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (95,812 ) — — — (2,676 ) — (98,488 ) Additional paid-in capital 547,970 — — (7,667 ) 45 — 540,348 Accumulated other comprehensive loss (34,880 ) — 670 — 295 107 (33,808 ) Retained earnings 188,472 (57,934 ) (60,975 ) (35,045 ) (1,344 ) 44,662 77,836 Total stockholders' equity 605,754 (57,934 ) (60,305 ) (42,712 ) (3,680 ) 44,769 485,892 Total liabilities & stockholders' equity $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 113,084 $ — $ — $ — $ (26,302 ) $ — $ 86,782 Restricted cash — — — — 26,302 — 26,302 Marketable securities 63,713 — — — — — 63,713 Accounts receivable, net 150,790 (42 ) (42,041 ) — 7,659 — 116,366 Prepaid expenses and other current assets 53,236 — — 420 (817 ) 649 53,488 Assets of discontinued operations, current 9,503 — — — (8,415 ) — 1,088 Total current assets 390,326 (42 ) (42,041 ) 420 (1,573 ) 649 347,739 Marketable securities 17,934 — — — — — 17,934 Property and equipment, net 162,040 — — — 3,580 — 165,620 Goodwill 271,666 — — (55,637 ) 16,488 (3,896 ) 228,621 Intangible assets, net 230,986 — — (23,163 ) (3,462 ) — 204,361 Deferred tax assets 5,176 — — — — 25,257 30,433 Other assets 10,867 — — (420 ) 1,768 — 12,215 Assets of discontinued operations, non-current 44,568 — — — (17,974 ) — 26,594 Total Assets $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 33,171 $ — $ — $ — $ — $ — $ 33,171 Accrued expenses 48,695 — 29,763 (11 ) 299 (1,504 ) 77,242 Deferred revenues 32,113 8,860 1,378 (3,777 ) 75 — 38,649 Contingent consideration obligation 1,271 — — 373 — — 1,644 Short-term debt 50,000 — — — — — 50,000 Total current liabilities 165,250 8,860 31,141 (3,415 ) 374 (1,504 ) 200,706 Lease financing obligation - long term 14,047 — — 47 — — 14,094 Convertible debt 225,231 — — — — — 225,231 Deferred tax liability 23,096 — — — — (16,380 ) 6,716 Deferred revenues — 36,039 6,646 — — — 42,685 Other liabilities 19,900 — (4,114 ) — 1,696 2,731 20,213 Commitments and contingencies Redeemable noncontrolling interests 58,323 — — (29,066 ) (3,977 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (72,368 ) — — — (2,676 ) — (75,044 ) Additional paid-in capital 535,945 — — (7,667 ) 7,248 — 535,526 Accumulated other comprehensive loss (29,254 ) — 562 — 294 107 (28,291 ) Retained earnings 193,389 (44,941 ) (76,276 ) (38,699 ) (4,132 ) 37,056 66,397 Total stockholders' equity 627,716 (44,941 ) (75,714 ) (46,366 ) 734 37,163 498,592 Total liabilities & stockholders' equity $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 Quarterly Financial Information (Unaudited) - Income Statements The net effect of the restatement on the Company’s previously reported consolidated financial statements for the quarters ended March 31, June 30 and September 30, 2016 and 2015 (unaudited), are included in this Note 19 - Summary of Quarterly Results of Operations (Unaudited). Form 10-Q’s for the quarters ended March 31, 2017, June 30, 2017, and September 30, 2017 will be filed with the SEC concurrently with this Form 10-K. The following table presents the Consolidated Statement of Operations (unaudited) as previously reported, restatement adjustments and the Consolidated Statement of Operations (unaudited) as adjusted for the three months ended December 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 121,796 $ (22,331 ) $ 18,958 $ (11,412 ) $ — $ — $ 107,011 Costs and expenses: Cost of services 50,210 — — 64 941 — 51,215 Research and development 28,273 — — — 1,316 — 29,589 Selling, general and administrative 43,297 — (1,752 ) (75 ) 137 — 41,607 Net change in contingent consideration obligation 3,631 — — (4,203 ) — — (572 ) Restructuring charges 1,360 — — — — — 1,360 Depreciation and amortization 25,302 — — (1,119 ) 11,316 — 35,499 Total costs and expenses 152,073 — (1,752 ) (5,333 ) 13,710 — 158,698 Loss from continuing operations (30,277 ) (22,331 ) 20,710 (6,079 ) (13,710 ) — (51,687 ) Interest income 936 — — (340 ) (181 ) — 415 Interest expense (2,007 ) — — 374 200 (975 ) (2,408 ) Other expense, net 2,049 — (69 ) (830 ) (264 ) — 886 Loss from continuing operations, before taxes (29,299 ) (22,331 ) 20,641 (6,875 ) (13,955 ) (975 ) (52,794 ) Benefit for income taxes 7,176 — — — — 7,284 14,460 Net loss from continuing operations (22,123 ) (22,331 ) 20,641 (6,875 ) (13,955 ) 6,309 (38,334 ) Net income from discontinued operations, net of tax 43,668 — 5,329 18,116 — (3,659 ) 63,454 Net loss 21,545 (22,331 ) 25,970 11,241 (13,955 ) 2,650 25,120 Net loss attributable to redeemable noncontrolling interests (2,760 ) — — — (2,949 ) — (5,709 ) Net loss attributable to Synchronoss $ 24,305 $ (22,331 ) $ 25,970 $ 11,241 $ (11,006 ) $ 2,650 $ 30,829 Basic: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Diluted: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Weighted-average common shares outstanding: Basic 43,814 43,814 Diluted 43,814 43,814 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 132,480 $ (6,440 ) $ (7,648 ) $ 1,544 $ — $ — $ 119,936 Costs and expenses: Cost of services 49,073 — — 65 — — 49,138 Research and development 28,141 — — — 2,889 — 31,030 Selling, general and administrative 30,934 2 (2,246 ) 156 (19 ) — 28,827 Net change in contingent consideration obligation 572 — — (1,921 ) — — (1,349 ) Restructuring charges 924 — — — — — 924 Depreciation and amortization 24,692 — — (1,111 ) 11 — 23,592 Total costs and expenses 134,336 2 (2,246 ) (2,811 ) 2,881 — 132,162 Loss from continuing operations (1,856 ) (6,442 ) (5,402 ) 4,355 (2,881 ) — (12,226 ) Interest income 271 — — — — — 271 Interest expense (1,596 ) — — — — — (1,596 ) Other expense, net (167 ) — 16 — — — (151 ) Loss from continuing operations, before taxes (3,348 ) (6,442 ) (5,386 ) 4,355 (2,881 ) — (13,702 ) Benefit for income taxes (1,621 ) — — — — 5,231 3,610 Net loss from continuing operations (4,969 ) (6,442 ) (5,386 ) 4,355 (2,881 ) 5,231 (10,092 ) Net income from discontinued operations, net of tax 9,802 — (2,427 ) (272 ) (1 ) 2,205 9,307 Net loss 4,833 (6,442 ) (7,813 ) 4,083 (2,882 ) 7,436 (785 ) Net loss attributable to redeemable noncontrolling interests (2,843 ) — — — (504 ) — (3,347 ) Net loss attributable to Synchronoss $ 7,676 $ (6,442 ) $ (7,813 ) $ 4,083 $ (2,378 ) $ 7,436 $ 2,562 Basic: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Diluted: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Weighted-average common shares outstanding: Basic 43,560 43,560 Diluted 43,560 43,560 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 118,255 $ (12,840 ) $ 16,211 $ (525 ) $ — $ — $ 121,101 Costs and expenses: Cost of services 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 for income taxes 2,074 — — — — (2,444 ) (370 ) Net loss 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 (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 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 104,219 $ 2,119 $ (18,086 ) $ (10,006 ) $ — $ — $ 78,246 Costs and expenses: Cost of services 46,448 — — (1 ) (296 ) — 46,151 Research and development 24,097 — — — 1,730 — 25,827 Selling, general and administrative 26,923 — — 84 (1,093 ) — 25,914 Net change in contingent consideration obligation 341 — — (336 ) — — 5 Restructuring charges 2,910 — — — — — 2,910 Depreciation and amortization 24,055 — — (1,111 ) (162 ) — 22,782 Total costs and expenses 124,774 — — (1,364 ) 179 — 123,589 Loss from continuing operations (20,555 ) 2,119 (18,086 ) (8,642 ) (179 ) — (45,343 ) Interest income 630 — — — — — 630 Interest expense (1,576 ) — — — — — (1,576 ) Other expense, net (884 ) — 503 — — — (381 ) Loss from continuing operations, before taxes (22,385 ) 2,119 (17,583 ) (8,642 ) (179 ) — (46,670 ) Benefit for income taxes 361 — — — — 15,159 15,520 Net loss from continuing operations (22,024 ) 2,119 (17,583 ) (8,642 ) (179 ) 15,159 (31,150 ) Net income from discontinued operations, net of tax 10,941 — (2,111 ) — — (10,016 ) (1,186 ) Net loss (11,083 ) 2,119 (19,694 ) (8,642 ) (179 ) 5,143 (32,336 ) Net loss attributable to redeemable noncontrolling interests (3,129 ) — — — 122 — (3,007 ) Net loss attributable to Synchronoss $ (7,954 ) $ 2,119 $ (19,694 ) $ (8,642 ) $ (301 ) $ 5,143 $ (29,329 ) Basic: Continuing operations $ (0.44 ) $ (0.65 ) Discontinued operations 0.26 (0.03 ) $ (0.18 ) $ (0.68 ) Diluted: Continuing operations $ (0.44 ) $ (0.65 ) Discontinued operations 0.26 (0.03 ) $ (0.18 ) $ (0.68 ) Weighted-average common shares outstanding: Basic 43,423 43,423 Diluted 43,423 43,423 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended December 31, 2015: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 121,213 $ (2,519 ) $ (12,141 ) $ (20,090 ) $ — $ — $ 86,463 Costs and expenses: Cost of services 45,512 — — (17 ) 203 — 45,698 Research and development 22,958 — — — 1,235 — 24,193 Selling, general and administrative 29,539 — (3,042 ) — 8 — 26,505 Net change in contingent consideration obligation 760 — — 755 — — 1,515 Restructuring charges (34 ) — — — — — (34 ) Depreciation and amortization 20,931 — — (76 ) (172 ) — 20,683 Total costs and expenses 119,666 — (3,042 ) 662 1,274 — 118,560 Loss from continuing operations 1,547 (2,519 ) (9,099 ) (20,752 ) (1,274 ) — (32,097 ) Interest income 564 — — — — — 564 Interest expense (1,503 ) — — — — — (1,503 ) Other expense, net 973 — (149 ) (16 ) — — 808 Loss from continuing operations, before taxes 1,581 (2,519 ) (9,248 ) (20,768 ) (1,274 ) — (32,228 ) Benefit for income taxes 2,263 — (534 ) — — 5,381 7,110 Net loss from continuing operations 3,844 (2,519 ) (9,782 ) (20,768 ) (1,274 ) 5,381 (25,118 ) Net income from discontinued operations, net of tax 7,478 — — — — 1,836 9,314 Net loss 11,322 (2,519 ) (9,782 ) (20,768 ) (1,274 ) 7,217 (15,804 ) Net loss attributable to redeemable noncontrolling interests 6,052 — — — (6,680 ) — (628 ) Net loss attributable to Synchronoss $ 5,270 $ (2,519 ) $ (9,782 ) $ (20,768 ) $ 5,406 $ 7,217 $ (15,176 ) Basic: Continuing operations $ (0.05 ) $ (0.57 ) Discontinued operations 0.17 0.22 $ 0.12 $ (0.35 ) Diluted: Continuing operations $ (0.05 ) $ (0.57 ) Discontinued operations 0.17 0.22 $ 0.12 $ 1.26 Weighted-average common shares outstanding: Basic 42,817 42,817 Diluted 42,817 42,817 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended September 30, 2015: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 109,297 $ (2,355 ) $ (18,195 ) $ — $ — $ — $ 88,747 Costs and expenses: Cost of services 40,223 — — — 42 — 40,265 Research and development 23,986 — — — 165 — 24,151 Selling, general and administrative 20,410 — — — (71 ) — 20,339 Restructuring charges 359 — — — — — 359 Depreciation and amortization 19,754 — — (20 ) (146 ) — 19,588 Total costs and expenses 104,732 — — (20 ) (10 ) — 104,702 Loss from continuing operations 4,565 (2,355 ) (18,195 ) 20 10 — (15,955 ) Interest income 546 — — — — — 546 Interest expense (1,448 ) — — — — — (1,448 ) Other expense, net (1,030 ) — 109 — — — (921 ) Loss from continuing operations, before taxes 2,633 (2,355 ) (18,086 ) 20 10 — (17,778 ) Benefit for income taxes (4,448 ) — — — — 12,228 7,780 Net loss from continuing operations (1,815 ) (2,355 ) (18,086 ) 20 10 12,228 (9,998 ) Net income from discontinued operations, net of tax 11,460 — — — — (10,320 ) 1,140 Net loss 9,645 (2,355 ) (18,086 ) 20 10 1,908 (8,858 ) Basic: Continuing operations $ (0.04 ) $ (0.24 ) Discontinued operations 0.27 0.03 $ 0.23 $ (0.21 ) Diluted: Continuing operations $ (0.04 ) $ (0.24 ) Discontinued operations $ 0.27 $ 0.03 $ 0.23 $ (0.21 ) Weighted-average common shares outstanding: Basic 42,491 42,491 Diluted 42,491 42,491 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended June 30, 2015: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 102,176 $ (5,586 ) $ (8,880 ) $ — $ — $ — $ 87,710 Costs and expenses: Cost of services 35,945 — — — — — 35,945 Research and development 22,462 — — — 4 — 22,466 Selling, general and administrative 18,147 — — — 468 — 18,615 Restructuring charges 1,416 — — — — — 1,416 Depreciation and amortization 16,632 — — (20 ) (16 ) — 16,596 Total costs and expenses 94,602 — — (20 ) 456 — 95,038 Loss from continuing operations 7,574 (5,586 ) (8,880 ) 20 (456 ) — (7,328 ) Interest income 471 — — — — — 471 Interest expense (1,418 ) — — — — — (1,418 ) Other expense, net 415 — 57 — — — 472 Loss from continuing operations, before taxes 7,042 (5,586 ) (8,823 ) 20 (456 ) — (7,803 ) Benefit for income taxes (2,309 ) — — — — (6,101 ) (8,410 ) Net loss from continuing operations 4,733 (5,586 ) (8,823 ) 20 (456 ) (6,101 ) (16,213 ) Net income from discontinued operations, net of tax 10,421 — — — — 13,201 23,622 Net loss 15,154 (5,586 ) (8,823 ) 20 (456 ) 7,100 7,409 Basic: Continuing operations $ 0.11 $ (0.39 ) Discontinued operations 0.25 0.56 $ 0.36 $ 0.17 Diluted: Continuing operations $ 0.11 $ (0.39 ) Discontinued operations 0.25 0.56 $ 0.36 $ 0.17 Weighted-average common shares outstanding: Basic 41,870 41,870 Diluted 41,870 41,870 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended March 31, 2015: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 95,431 $ (16,448 ) $ 40,658 $ (10,000 ) $ — $ — $ 109,641 Costs and expenses: Cost of services 33,607 — — — (705 ) — 32,902 Research and development 22,024 — — — (71 ) — 21,953 Selling, general and administrative 20,315 — — — (1,183 ) — 19,132 Restructuring charges 3,205 — — — — — 3,205 Depreciation and amortization 14,835 — — (20 ) (633 ) — 14,182 Total costs and expenses 93,986 — — (20 ) (2,592 ) — 91,374 Loss from continuing operations 1,445 (16,448 ) 40,658 (9,980 ) 2,592 — 18,267 Interest income 466 — — — — — 466 Interest expense (1,342 ) — — — — — (1,342 ) Other expense, net 14 — (69 ) — 303 — 248 Loss from continuing operations, before taxes 583 (16,448 ) 40,589 (9,980 ) 2,895 — 17,639 Benefit for income taxes (930 ) — — — — (3,162 ) (4,092 ) Net loss from continuing operations (347 ) (16,448 ) 40,589 (9,980 ) 2,895 (3,162 ) 13,547 Net income from discontinued operations, net of tax 10,908 — — — — (4,717 ) 6,191 Net loss 10,561 (16,448 ) 40,589 (9,980 ) 2,895 (7,879 ) 19,738 Basic: Continuing operations $ (0.01 ) $ 0.33 Discontinued operations 0.26 0.15 $ 0.25 $ 0.48 Diluted: Continuing operations $ (0.01 ) $ 0.30 Discontinued operations 0.26 0.13 $ 0.25 $ 0.43 Weighted-average common shares outstanding: Basic 41,626 41,626 Diluted 47,080 47,080 * 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. † See Note 3 - Summary of Significant Accounting Policies . |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2017 | |
Legal Matters | |
Legal Matters | Legal Matters On May 1, 2017, May 2, 2017, June 8, 2017 and June 14, 2017, four putative class actions were filed against the Company and certain of its officers and directors in the United States District Court for the District of New Jersey (the “Securities Law Action”). After these cases were consolidated, the court appointed as lead plaintiff Employees’ Retirement System of the State of Hawaii, which filed, on November 20, 2017, a consolidated amended complaint purportedly on behalf of purchasers of our common stock between February 3, 2016 and June 13, 2017. The consolidated amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and it alleges, among other things, that the defendants made false and misleading statements of material information concerning the Company’s financial results, business operations, and prospects. The plaintiff seeks unspecified damages, fees, interest, and costs. On February 2, 2018, the defendants filed a motion to dismiss the consolidated amended complaint in its entirety, with prejudice, which remains pending. We believe that the asserted claims lack merit, and we intend to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, we cannot predict the outcome of the actions at this time, and we can give no assurance that the asserted claims will not have a material adverse effect on our financial position or results of operations. On September 15, 2017, October 24, 2017, October 27, 2017 and October 30, 2017, Synchronoss shareholders filed derivative lawsuits against certain of the Company’s officers and directors and the Company (as nominal defendant) in the United States District Court for the District of New Jersey (the “Derivative Suits”). These lawsuits purport to allege claims related to breaches of fiduciary duties and unjust enrichment. The allegations in the Derivative Suits relate to substantially the same facts as those underlying the Securities Law Action described above. The plaintiffs seek unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. The plaintiffs in the Derivative Suits in which service of the complaints was effectuated have agreed to stay proceedings pending the court’s decision on the defendants’ motion to dismiss in the Securities Laws Action. The Company believes that the asserted claims lack merit, and we intend to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the Derivative Suits at this time, and the Company can give no assurance that the asserted claims will not have a material adverse effect on the Company’s financial position or results of operations. 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, claiming that F-Secure has infringed, and continues to infringe, several of the Company’s patents. In February 2015, the Company 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 our patents. As a result of entering into the patent license and settlement agreement, the parties filed a joint stipulation to dismiss the above complaint. Our 2011 acquisition agreement with Miyowa SA (“Miyowa”) provided that former shareholders of Miyowa 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 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. On January 11, 2018, the Court of Appeal of Paris, France, dismissed the appeal. The plaintiffs have informed us that they will not be appealing this decision. On July 11, 2017, Shareholder Representative Services LLC, on behalf of the persons entitled to receive merger consideration (the “Sellers”) in connection with our acquisition of Razorsight, commenced arbitration against us with respect to a dispute over the amount due to the Sellers as additional consideration. Under the Razorsight purchase agreement, the Sellers are entitled to a percentage of any revenue recognized by us generated from the sale or licensing of Razorsight products in 2016 after a specific revenue threshold is obtained. The parties disagreed over the determination of the amount of revenue we recognized in 2016. The parties entered into an agreement resolving the arbitration in May 2018. Except as set forth above, 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 | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events Review | Subsequent Events Review Nasdaq Compliance On February 6, 2018, the Company received a notification letter from a Hearings Advisor from the Nasdaq Office of General Counsel informing the Company that the Panel granted the Company’s request for an extension until May 10, 2018 to become current with its filings with the SEC. Additionally, the extension was subject to the Company providing the Panel with periodic updates regarding its ongoing restatement of its financial statements and providing the Panel with an update issued to investors on or before March 31, 2018. The Panel granted the Company the maximum possible extension until the expiration of the Panel’s discretion to allow continued listing while the Company remained out of compliance with Nasdaq’s continued listing requirements. To comply with the Nasdaq extension requirements, the Company issued an update to investors on March 28, 2018. On May 4, 2018, the Company informed the Panel of its determination that it would be unable to satisfy the May 10, 2018 deadline. On May 11, 2018, the Company received a notification letter from the Panel indicating that trading in the Company’s common stock was suspended effective at the open of business on May 14, 2018. The Panel also determined to delist the Company’s shares from Nasdaq after applicable appeal periods have lapsed. The Company has appealed the decision to the Nasdaq Listing and Hearing Review Council. During the appeal process, the Company’s stock remains listed however trading in the Company’s common stock on Nasdaq remains suspended. While the Company’s common stock is suspended from trading on Nasdaq, the Company’s shares are currently quoted on the OTC Markets under the trading symbol SNCR. 2019 Notes Notice On June 13, 2018, The Bank of New York Mellon, in its capacity as trustee (the “Trustee”) under the indenture dated as of August 12, 2014 (the “Indenture”) governing the Company’s 0.75% Convertible Senior Notes due in 2019 (the “2019 Notes”), filed a verified complaint with the Court of Chancery of the State of Delaware, captioned The Bank of New York Mellon, as Indenture Trustee v. Synchronoss Technologies, Inc. (the “BNY Action”). The BNY Action complaint alleges that as a result of our common stock ceasing to be listed or quoted on Nasdaq and that an Event of Default under the Indenture has occurred as a result of our failure to provide a notice of such Fundamental Change, which, if true, following notice from holders of more than 25% of the outstanding principal under the Notes would trigger the acceleration of the principal and interest outstanding under the 2019 Notes. The complaint seeks a declaratory judgment that (i) a Fundamental Change occurred, (ii) the Company improperly failed to issue a Fundamental Change Company Notice (as defined in the Indenture), (iii) an Event of Default has occurred (as defined in the Indenture), (iv) the Notes have been accelerated, (v) outstanding principal and outstanding unpaid interest on the Notes became immediately due and payable as of June 11, 2018 and (vi) post-judgment interest shall accrue at the statutory rate from the date of declaratory judgment. The Company does not believe that a Fundamental Change has occurred under the Indenture. Therefore, the Company does not believe that any Event of Default, as defined in the Indenture, has occurred or is continuing and does not believe that the Trustee or any holders have a right to declare obligations under the Indenture due and payable. As such, the Company believes that the asserted claims lack merit, and the Company intends to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the BNY Action at this time, and the Company can give no assurance that the asserted claims will not have a material adverse effect on the Company’s financial position or results of operations. Preferred Shares See Note 13 - Capital Structure sub-section “ Subsequent Events-Preferred Shares ” for a description of the terms of the PIPE Purchase Agreement with Silver on February 15, 2018, in which the Company issued Series A Preferred Stock. SNCR LLC During the fourth quarter of 2017, the Company entered into a termination agreement with Goldman to terminate the venture, and provide a perpetual, irrevocable license of the venture’s intellectual property for use in Goldman’s back-office. As part of the agreement, the Company was relieved of any future obligations to support Goldman’s use of the software. The venture formally ended in the first quarter of 2018 . Acquisition of honeybee In May 2018, the Company completed the acquisition of the honeybee software business, a provider of digital solutions targeted at optimizing the customer experience from Dixons Carphone plc. honeybee offers a digital transformation platform that makes it easier for companies to design and launch omni-channel customer journeys. The Company paid cash consideration of approximately $10.7 million . Customers of the honeybee platform, such as mobile operators and other communication service providers, can rapidly create and adapt digital sales processes for contact centers, retail stores, and online channels. This reduces complexity for the end-user as well as internal employees, while delivering a single customer experience at all touch-points and improved business outcomes such as reduced cost and increased revenue. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS December 31, 2017 , 2016 , and 2015 : Beginning Ending Balance Additions Reductions Balance (In thousands) Allowance for doubtful receivables 2017 $ 1,459 $ 7,590 $ (5,942 ) $ 3,107 2016 (As Restated) $ 1,189 $ 10,201 $ (9,931 ) $ 1,459 2015 (As Restated) $ 88 $ 2,032 $ (931 ) $ 1,189 Beginning Ending Balance Additions Reductions Balance (In thousands) Allowance for loan loss 2017 $ — $ 14,562 $ — $ 14,562 Beginning Ending Balance Additions Reductions Balance (In thousands) Valuation allowance for deferred tax assets 2017 $ 14,180 $ 23,370 $ (5,027 ) $ 32,523 2016 (As Restated) $ 10,804 $ 3,783 $ (407 ) $ 14,180 2015 (As Restated) $ 4,764 $ 7,248 $ (1,208 ) $ 10,804 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. Investments in less than majority-owned companies in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. Investments in less than majority-owned companies in which the Company does not have the ability to exert significant influence over the operating and financial policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company generates revenue from the delivery of a range of products, solutions and services principally on a transactional or subscription basis (“SaaS”) or in the form of Professional Services or Software Licenses. Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred, fees are fixed or determinable and collection is considered probable. Transactional and Subscription Service Arrangements: Transaction and subscription revenues consist of revenues derived from the processing of transactions through our service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. Transaction service arrangements include services such as processing equipment orders, new account set-up and activation, number port requests, credit checks and inventory management. Subscription services include monthly active user fees, SaaS fees, hosting and storage and the related maintenance support for those services. Transaction revenues are principally based on a contractual price per transaction and are recognized based on the number of transactions processed during each reporting period. Revenues are recorded based on the total number of transactions processed at the applicable price established in the relevant contract. The total amount of revenue recognized is based primarily on the volume of transactions. Subscription revenues are recorded one of two ways: on a straight-line basis over the life of the contract or on a fixed monthly fee based on a set contracted amount. Many of our contracts guarantee minimum volume transactions from the customer. In these instances, if the customer’s total transaction volume for the period is less than the contractual amount, we record revenues at the minimum guaranteed amount.Set-up fees for transactional service arrangements are deferred and recognized on a straight-line basis over the life of the contract since these amounts would not have been paid by the customer without the related transactional service arrangement. Revenues are presented net of discounts, which are volume level driven, or credits, which are performance driven, and are determined in the period in which the volume thresholds are met, or the services are provided. Professional Service and Software License Arrangements: Professional services include process and workflow consulting services and development services. Professional services when sold with transactional or subscription service arrangements are accounted for separately when the professional services have value to the customer on a standalone basis and there is objective and reliable evidence of fair value of the professional services. When accounted for separately, professional service revenues are recognized as services are performed and all other elements of revenue recognition have been satisfied. In determining whether professional service revenues can be accounted for separately from transaction or subscription service revenues, we consider the following factors for each professional services agreement: availability of the professional services from other vendors, whether objective and reliable evidence of fair value exists of the undelivered elements, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the transaction or subscription service start date and the contractual independence of the transactional or subscription service from the professional services. If a professional service arrangement were not to qualify for separate accounting, we would recognize the professional service revenues ratably over the remaining term of the transaction or subscription agreement. Multiple Element Arrangements: Revenue from software license arrangements is recognized when the license is delivered to our customers and all of the software revenue recognition criteria are met. When software arrangements include multiple elements, the arrangement consideration is allocated at the inception to all deliverables using the residual method providing we have vendor specific objective evidence (“VSOE”) on all undelivered elements. We determine VSOE for each element based on historical stand-alone sales to third-parties. When transaction or subscription service arrangements, include multiple elements, the arrangement consideration is allocated at the inception of an arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable’s selling price. The selling price used for each deliverable will be based on VSOE if available, third-party evidence (“TPE”) if vendor- specific objective evidence is not available, or estimated selling price (“ESP”) if neither vendor-specific objective evidence nor third-party evidence is available. The objective of ESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. We determine ESP by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and pricing practices. ESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings. While we follow specific and detailed rules and guidelines related to revenue recognition, we make and use management judgments and estimates in connection with the revenue recognized in any reporting period, particularly in the areas described above, as well as collectability. If management made different estimates or judgments, differences in the timing of the recognition of revenue could occur. Deferred Revenue Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered, and also include the fair value of deferred revenues recorded as a result of acquisitions. |
Service Level Standards | Service Level Standards Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Cost of Revenues | Cost of Revenues Cost of services includes all direct materials, direct labor and those indirect costs related to revenues such as indirect labor, materials and supplies and facilities cost, exclusive of depreciation expense. |
Research and Development | Research and Development Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, employee compensation and related expenses of personnel directly associated with the development activities and interest. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients. Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two to three years. Amortization begins when the software is substantially completed for its intended use. Costs incurred during the preliminary and post-implementation stages are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, employee compensation and related expenses of personnel directly associated with the development activities and interest. Software development costs are evaluated for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Unrecoverable costs are reviewed annually and recognized in the period they become unrecoverable, as needed, and are recorded in the Consolidated Statements of Operations as depreciation and amortization expense. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents at several major financial institutions. The Company has not experienced any realized losses in such accounts and believes it is not exposed to any significant credit risk related to cash, cash equivalents and securities. The Company’s cash equivalents and short-term marketable securities consist primarily of money market funds, certificates of deposit, commercial paper, and municipal and corporate bonds. The Company believes that concentration of credit risk with respect to accounts receivable is limited because of the creditworthiness of its major customers. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash includes amounts to various deposits, escrows and other cash collateral that are restricted by contractual obligation. |
Derivatives | Derivatives The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under Accounting Standards Codification (“ASC”) Topic 815, "Derivatives and Hedging." The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Consolidated Statements of Operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. |
Marketable Securities | Marketable Securities Marketable securities consist of fixed income investments with a maturity of greater than three months and enhanced money market funds. These investments are classified as available-for-sale and are reported at fair value on the Company’s Consolidated Balance Sheets. The Company classifies its securities with maturity dates of 12 months or more as long term. Unrealized holding gains and losses are reported within accumulated other comprehensive income as a separate component of stockholders’ equity. If a decline in the fair value of a marketable security below the Company’s cost basis is determined to be other than temporary, such marketable security is written down to its estimated fair value as a new cost basis and the amount of the write-down is included in earnings as an impairment charge. The Company has recorded temporary changes in fair value of the marketable securities but has not recorded other-than-temporary charges for the periods presented herein. |
Accounts Receivable and Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. The Company estimates uncollectible amounts based upon historical bad debts, current customer receivable balances, the age of customer receivable balances, the customer’s financial condition and current economic trends. |
Property and Equipment | Property and Equipment Property and equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years, or the lesser of the related initial term of the lease or useful life for leasehold improvements. Amortization of property and equipment recorded under a capital lease is included with depreciation expense. Expenditures for routine maintenance and repairs are charged against operations. Major replacements, improvements and additions are capitalized. |
Noncontrolling Interests | Noncontrolling Interests and Mandatorily Redeemable Financial Instruments Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity. Generally, mandatorily redeemable NCI’s are classified as liabilities and non-mandatorily redeemable NCI’s are classified outside of stockholders’ equity in the Consolidated Balance Sheets as temporary equity under the caption, redeemable noncontrolling interests, and are measured at their redemption values at the end of each period. If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value. Redeemable NCI’s that are mandatorily redeemable are classified as a liability in the Consolidated Balance Sheets under either other current liabilities or other long-term liabilities, depending on the remaining duration until settlement, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date with any change from the prior period recognized as interest expense. If the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, the Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust 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. Net income attributable to NCI’s reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCI is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with the acquisition method. The acquisition method of accounting requires that assets acquired, liabilities assumed and any noncontrolling interest in the aquiree (if any), be recorded at their fair values on the date of a business acquisition. The Company’s consolidated financial statements and results of operations reflect an acquired business from the completion date of the transaction. The judgments that the Company makes in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following a business combination. The Company generally uses either the income, cost or market approach to aid in its conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. Each reporting period thereafter, the Company revalues these obligations and records increases or decreases in their fair value as an adjustment to net change in contingent consideration obligation within the Consolidated Statements of Operations. Changes in the fair value of the contingent consideration obligation can result from updates in the achievement of financial or other operational targets and changes to the weighted probability of achieving those future targets. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, any change in the assumptions described above, could have a material impact on the amount of the net change in contingent consideration obligation that the Company records in any given period. |
Discontinued Operations | Discontinued Operations The Company generally classifies a disposal transaction as discontinued operation in the consolidated financial statements when it qualifies as a component of the Company, meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale and it represents a strategic shift that has a major effect on the Company’s operations and financial results. Insignificant and non-strategic shifting divestitures are not classified within discontinued operations. |
Investments in Affiliates and Other Entities | Investments in Affiliates and Other Entities In the normal course of business, Synchronoss enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Synchronoss in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. Synchronoss determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Synchronoss is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Synchronoss is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported. If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determine that other equity holders do not have substantive participating rights. |
Allowance for Loan Losses | Allowance for Loan Losses |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually as of October 1st of each year or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has two operating segments and one reportable segment because the aggregation criteria and the quantitative threshold test was met. The Company tests for goodwill impairment on each of its reporting units, which is at the operating segment or one level below the operating segment. During our qualitative assessment we make significant estimates, assumptions, and judgments, around the financial performance of the Company, changes in our share price, and forecasts of earnings, working capital requirements, and cash flows. We consider each reporting unit's historical results and operating trends as well as any strategic difference from our historical results when determining these assumptions. The Company can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or the Company can directly perform the quantitative impairment test. If the Company determines that the fair value of a reporting unit is more likely than not to be less than its carrying amount, a quantitative impairment test is performed. Fair value estimates used in the quantitative impairment test are calculated using a combination of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, we recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The fair value measurement associated with the quantitative goodwill impairment test 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 goodwill could significantly increase or decrease the fair value estimates used for impairment assessments. In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. There were no goodwill impairment charges recognized during the years ended December 31, 2017, 2016 and 2015 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets A review of long-lived assets for impairment is performed when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to the asset’s carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the amount by which the asset’s carrying amount exceeds its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or 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 long lived assets could significantly increase or decrease the fair value estimates used for impairment assessments. Long lived assets that do not have indefinite lives are amortized/depreciated over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reevaluates the useful life determinations each year to determine whether events and circumstances warrant a revision to the remaining useful lives. |
Income Taxes | Income Taxes On December 22, 2017, the U.S. government enacted Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the "TCJA"). The TCJA makes changes to the corporate tax rate, business-related deductions and taxation of foreign earnings, among others, that will generally be effective for taxable years beginning after December 31, 2017. These changes could have a material adverse impact on the value of the Company’s U.S. deferred tax assets and liabilities, result in significant one-time charges in the current or future taxable years and increase the Company’s future U.S. tax expense. Due to the complexities involved in accounting for the recently enacted TCJA, the SEC’s Staff Accounting Bulletin (“SAB”) 118 requires that the company include in its financial statements the reasonable estimate of the impact of the TCJA on earnings to the extent such reasonable estimate has been determined. Accordingly, the U.S. provision for income tax for 2017 is based on the reasonable estimate guidance provided by SAB 118. The Company is continuing to assess the impact from the TCJA and will record adjustments in 2018. Since the Company conducts operations on a global basis, the effective tax rate has, and will depend upon, the geographic distribution of pre-tax earnings among locations with varying tax rates. The Company accounts for the effects of income taxes that result from activities during the current and preceding years. Under this method, deferred income tax liabilities and assets are based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is recorded if it is “more likely than not” that a portion or all of a deferred tax asset will not be realized. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, the Company considers three years of cumulative operating income (loss). The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured by determining the amount that has a greater than 50 percent likelihood of being realized upon the settlement of the position. Components of the reserve are classified as current or a long term liability in the Consolidated Balance Sheets based on when the Company expects each of the items to be settled. The Company records interest and penalties accrued in relation to uncertain tax benefits as a component of interest expense. The Company expects that the amount of unrecognized tax benefits will change during 2018 , we expect the change to have a $2.8 million impact on our results of operations and financial position. While the Company believes it has identified all reasonably identifiable exposures and that the reserve it has established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause it to either materially increase or reduce the carrying amount of tax reserves. In general, tax returns for the year 2014 and thereafter are subject to future examination by tax authorities. The Company’s policy has been to leave the cumulative unremitted foreign earnings invested indefinitely outside the United States, and it intends to continue this policy. Although the transition tax in the TCJA has removed U.S. federal taxes on distributions to the U.S. on a go forward, the Company continues to assert permanent reinvestment on foreign earnings. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. |
Foreign Currency | Foreign Currency The functional currency is translated into U.S. dollars for balance sheet accounts using the month end rates in effect as of the balance sheet date and average exchange rate for revenue and expense accounts for each respective period. The translation adjustments are deferred as a separate component of stockholders’ equity within accumulated other comprehensive income. Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense, within the Consolidated Statements of Operations and were as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Net loss on foreign currency translations $ (4,952 ) $ (270 ) $ (512 ) |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Reporting on comprehensive income requires components of other comprehensive income, including unrealized gains or losses on available-for-sale securities, to be included as part of total comprehensive income. Comprehensive income is comprised of net income, translation adjustments and unrealized gains and losses on available-for-sale securities. The components of comprehensive income are included in the Consolidated Statements of Comprehensive Income (Loss). |
Basic and Diluted Net Income Attributable to Common Stockholders per Common Share | Basic and Diluted Net Income Attributable to Common Stockholders 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, and the convertible debt is assumed to have been converted into common shares at the beginning of the period. |
Stock-Based Compensation | Stock-Based Compensation As of December 31, 2017 , the Company maintains eight stock-based compensation plans. The Company utilizes the Black-Scholes pricing model to determine the fair value of stock options on the dates of grant. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. The Company recognizes stock-based compensation over the requisite service period with an offsetting credit to additional paid-in capital. For the Company’s performance restricted stock awards, the Company estimates the number of shares the recipient is to receive by applying a probability of achieving the performance goals. The actual number of shares the recipient receives is determined at the end of the performance period based on the results achieved versus goals based on the performance targets, such as revenues and earnings before interest, tax, depreciation and amortization (“EBITDA”). Once the number of awards is determined, the compensation cost is fixed and continues to be recognized using straight line recognition over the requisite service period for each vesting tranche. During 2017, the Board approved the issuance of performance-based restricted stock to certain executives which are eligible to vest if the volume-weighted average closing price over 20 consecutive trading days equals or exceeds certain stock prices during the specific performance period from July 2017 to July 2019. The Company utilized the Monte Carlo simulation to estimate the fair value of the restricted stock on its grant date. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on historical information of the Company’s stock. The average expected life was determined using historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The Company has never declared or paid cash dividends on the common or preferred equity and does not anticipate paying any cash dividends in the foreseeable future. Forfeitures are accounted for as they occur. |
Recently Issued Accounting Standards/Impact of New Accounting Pronouncements Adopted | Recently Issued Accounting Standards In May 2014, the FASB issued a new accounting standard related to revenue recognition, Accounting Standards Update (ASU”) 2014-09, “Revenue from Contracts with Customers,” (“ASC 606” or “Topic 606”). The new standard supersedes the existing revenue recognition requirements under U.S. GAAP and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. It also requires increased disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. On January 1, 2018, we adopted Topic 606 applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. We recorded a net reduction to opening retained earnings of approximately $10.1 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The impact of adoption primarily relates to (1) the delayed pattern of recognition under Topic 606 for certain professional services revenue when such professional services involve the customization of features and functionality for subscription services customers and (2) the earlier pattern of recognition under Topic 606 for license revenue when the Company provides hosting services for on-premise license customers. In the case of professional services that involve the customization of features and functionality for subscription services, under historic accounting policies the professional services were considered to have standalone value, and as a result were recognized as the services were performed. Under Topic 606, such professional services are not considered to be a distinct performance obligation within the context of the subscription services contract, and as such customization services revenue is recognized over the shorter of the estimated remaining life of the subscription software (typically three years) or the remaining term of the subscription services contract. In the case of license contracts sold in association with hosting, under historic accounting policies the license revenue was recognized over the hosting term due to the lack of vendor specific objective evidence (“VSOE”) of fair value for the hosting services. Under Topic 606, VSOE is no longer required in order to allocate revenue between the license and the hosting services, and the license revenue is generally recognized upon delivery of the software based on the relative allocation of the contract price based on the established standalone selling price (“SSP”) Additional impacts of adoption include (1) in certain cases changes in the amount allocated to the various performance obligation in accordance with the relative standalone selling price method required by Topic 606 compared to the amount allocated to the various elements in accordance with the residual method or the relative selling price method, as applicable, under historic accounting policies, (2) the capitalization and subsequent amortization of certain sales commissions as costs to obtain a contract under ASC 340-40, whereas under historic accounting policies all such amounts were expensed as incurred (3) the timing and amount of revenue recognition for certain sales contracts that are considered to involve variable consideration under Topic 606, but were considered to either not be fixed or determinable or to involve contingent revenue features under historic accounting policies, (4) in certain limited cases, the accounting for discounted customer options to purchase future software or services as material rights under Topic 606, as well as (5) the income tax impact of the above items, as applicable. In connection with the adoption of Topic 606 and the related cost accounting guidance under ASC 340, we are required to capitalize certain contract acquisition costs consisting primarily of commissions and bonuses paid when contracts are signed. As of January 1, 2018, the date we adopted Topic 606, we capitalized $0.7 million in contract acquisition costs related to contracts that were not completed. Under ASC 340-40 we evaluate whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations, and (3) are expected to be recovered. No such costs were capitalized as of January 1, 2018. Recent accounting pronouncements adopted Standard Description Effect on the financial statements Accounting Standards Update (“ASU”) 2017-04 Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance which eliminates Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this ASU for annual and interim goodwill impairment testing dates after January 1, 2017. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2020. Standard Description Effect on the financial statements ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business In January 2017, FASB changed its definition of a business in an effort to help entities determine whether a set of transferred assets and activities is a business. The guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business. If the threshold is not met, the entity evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The guidance narrows the definition of outputs by more closely aligning it with how outputs are described in the new revenue guidance. The guidance is effective for public business entities for annual periods beginning after 15 December 2017, and interim periods within those periods. For all other entities, it is effective for annual periods beginning after 15 December 2018, and interim periods within annual periods beginning after 15 December 2019. Early adoption is permitted. The Company elected to early adopt this ASU on January 1, 2017 on a prospective basis. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. ASU 2016-18 Statement of Cash Flows (Topic 230) In November 2016, the FASB issued ASU 2016-18, which amends the guidance in ASC 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company adopted this ASU on January 1, 2017 to each period presented and applied the changes to the Consolidated Statements of Cash Flows. Date of adoption: January 1, 2017. ASU 2016-17 Consolidation: Interest Held through Related Parties That Are under Common Control In October 2016, the FASB issued ASU 2016-17, to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control within the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this ASU on January 1, 2017 on a prospective basis. The adoption of this ASU had no significant impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. ASU 2016-16 Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, which requires entities to recognize at the transaction date the income tax effects for intra-entity transfers of assets other than inventory. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company elected to early adopt this ASU on January 1, 2017 on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings of $3.2 million as of January 1, 2017. Date of adoption: January 1, 2017. ASU 2016-15 Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15 which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company elected to early adopt this ASU on January 1, 2017 using a retrospective transition method. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. Standards issued not yet adopted Standard Description Effect on the financial statements ASU 2017-09 Stock Compensation (Topic 718), Scope of Modification Accounting In May 2017, FASB issued guidance which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The guidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued. ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements. Date of adoption: January 1, 2018. ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13 which replaces 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 the adoption of this ASU on its consolidated financial statements. Date of adoption: January 1, 2020. ASU 2016-02 Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02 which requires lessees to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its consolidated financial statements and disclosures. Date of adoption: January 1, 2019. Segment and Geographic |
Segment and Geographic Information | Segment and Geographic Information The Company’s chief operating decision‑maker is the Principal Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions. However, in assessing financial performance and allocating resources, the Company considers the markets in which it operates. The Company has determined that it currently operates in two business segments: (i) providing cloud solutions and software‑based activation for connected devices globally and (ii) enterprise solutions. Given the size of the Company’s enterprise segment, and the Company’s shift in focus toward the telecommunications, media and technology (“TMT”) market, the Company concluded that it has one reportable segment. Although the Company operates in North America, Europe and Asia‑Pacific a majority of the Company’s revenue and long lived assets are in the U.S. Revenues by geography are based on the billing addresses of the Company’s customers. |
Fair Value Measurements | • 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. |
Restatement of Previously Iss31
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the Consolidated Balance Sheet as previously reported, restatement adjustments and the 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 current 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 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 The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended 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 Net revenues $ 476,750 $ (39,492 ) $ 9,435 $ (20,399 ) $ — $ — $ 426,294 Costs and expenses: Cost of services 194,198 — — (43 ) 529 — 194,684 Research and development 106,681 — — — 7,812 — 114,493 Selling, general and administrative 131,106 155 (4,470 ) 461 (1,024 ) — 126,228 Net change in contingent consideration obligation 10,930 — — (9,736 ) — — 1,194 Restructuring charges 6,333 — — — — — 6,333 Depreciation and amortization 99,311 — — (4,452 ) 11,107 — 105,966 Total costs and expenses 548,559 155 (4,470 ) (13,770 ) 18,424 — 548,898 Loss from continuing operations (71,809 ) (39,647 ) 13,905 (6,629 ) (18,424 ) — (122,604 ) Interest income 2,428 — — (340 ) (181 ) — 1,907 Interest expense (7,013 ) — — 374 200 (975 ) (7,414 ) Other expense, net 1,863 — 253 (830 ) (264 ) — 1,022 Loss from continuing operations, before taxes (74,531 ) (39,647 ) 14,158 (7,425 ) (18,669 ) (975 ) (127,089 ) Benefit for income taxes 7,990 — — — — 25,230 33,220 Net loss from continuing operations (66,541 ) (39,647 ) 14,158 (7,425 ) (18,669 ) 24,255 (93,869 ) Net income from discontinued operations, net of tax 74,533 — (397 ) 17,844 — (1,420 ) 90,560 Net loss 7,992 (39,647 ) 13,761 10,419 (18,669 ) 22,835 (3,309 ) Net loss attributable to redeemable noncontrolling interests (11,596 ) — — — (3,607 ) — (15,203 ) Net loss attributable to Synchronoss $ 19,588 $ (39,647 ) $ 13,761 $ 10,419 $ (15,062 ) $ 22,835 $ 11,894 Basic: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Diluted: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Weighted-average common shares outstanding: Basic 43,571 43,551 Diluted 43,571 43,551 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended December 31, 2015: 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 $ 428,117 $ (26,908 ) $ 1,442 $ (30,090 ) $ — $ — $ 372,561 Costs and expenses: Cost of services 155,287 — — (17 ) (460 ) — 154,810 Research and development 91,430 — — — 1,333 — 92,763 Selling, general and administrative 88,411 — (3,042 ) — (778 ) — 84,591 Net change in contingent consideration obligation 760 — — 755 — — 1,515 Restructuring charges 4,946 — — — — — 4,946 Depreciation and amortization 72,152 — — (136 ) (967 ) — 71,049 Total costs and expenses 412,986 — (3,042 ) 602 (872 ) — 409,674 Loss from continuing operations 15,131 (26,908 ) 4,484 (30,692 ) 872 — (37,113 ) Interest income 2,047 — — — — — 2,047 Interest expense (5,711 ) — — — — — (5,711 ) Other expense, net 372 — (52 ) (16 ) 303 — 607 Loss from continuing operations, before taxes 11,839 (26,908 ) 4,432 (30,708 ) 1,175 — (40,170 ) Benefit for income taxes (5,424 ) — (534 ) — — 8,346 2,388 Net loss from continuing operations 6,415 (26,908 ) 3,898 (30,708 ) 1,175 8,346 (37,782 ) Net income from discontinued operations, net of tax 40,267 — — — — — 40,267 Net loss 46,682 (26,908 ) 3,898 (30,708 ) 1,175 8,346 2,485 Net loss attributable to redeemable noncontrolling interests 6,052 — — — (6,680 ) — (628 ) Net loss attributable to Synchronoss $ 40,630 $ (26,908 ) $ 3,898 $ (30,708 ) $ 7,855 $ 8,346 $ 3,113 Basic: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Diluted: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Weighted-average common shares outstanding: Basic 42,284 42,284 Diluted 42,284 42,284 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended 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 Net (loss) income $ 7,992 $ (39,647 ) $ 13,761 $ 10,419 $ (18,669 ) $ 22,835 $ (3,309 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (4,042 ) — 12 — 23 (107 ) (4,114 ) Unrealized gain (loss) on securities 198 — (141 ) — (161 ) 107 3 Net loss on intra-entity foreign currency transactions (725 ) — — — — — (725 ) Total other comprehensive loss (4,569 ) — (129 ) — (138 ) — (4,836 ) Comprehensive (loss) income $ 3,423 $ (39,647 ) $ 13,632 $ 10,419 $ (18,807 ) $ 22,835 $ (8,145 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ (11,596 ) $ — $ — $ — $ (3,607 ) $ — $ (15,203 ) Total comprehensive (loss) income attributable to Synchronoss $ 15,019 $ (39,647 ) $ 13,632 $ 10,419 $ (15,200 ) $ 22,835 $ 7,058 The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended December 31, 2015: 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 $ 46,682 $ (26,908 ) $ 3,898 $ (30,708 ) $ 1,175 $ 8,346 $ 2,485 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (17,281 ) — 547 — (58 ) (913 ) (17,705 ) Unrealized gain (loss) on securities (54 ) — — — 53 (19 ) (20 ) Net loss on intra-entity foreign currency transactions (1,335 ) — — — — — (1,335 ) Total other comprehensive loss (18,670 ) — 547 — (5 ) (932 ) (19,060 ) Comprehensive (loss) income $ 28,012 $ (26,908 ) $ 4,445 $ (30,708 ) $ 1,170 $ 7,414 $ (16,575 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ 6,052 $ — $ — $ — $ (6,680 ) $ — $ (628 ) Total comprehensive (loss) income attributable to Synchronoss $ 21,960 $ (26,908 ) $ 4,445 $ (30,708 ) $ 7,850 $ 7,414 $ (15,947 ) The following table presents the Consolidated Statement of Stockholders equity as previously reported, restatement adjustments and the Consolidated Statement of Stockholders’ Equity as restated for the year ended December 31, 2014: Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders’ Equity Common Stock Treasury Stock Shares Amount Shares Amount Balance at December 31, 2014 (As Previously Reported) 46,444 $ 4 (3,733 ) $ (66,336 ) $ 454,740 $ (20,014 ) $ 160,713 529,107 Adjustments from: Revenue - Hosting, before income tax effect — — — — — — (20,152 ) (20,152 ) Revenue - Evidence of Arrangement and Other Revenue, before income tax effect — — — — — 240 (60,478 ) (60,238 ) Acquisitions & Divestiture, before income tax effect — — — — — — (5,960 ) (5,960 ) Capitalized Software and Other, before income tax effect 176 — (159 ) (1,991 ) 2,408 281 (4,599 ) (3,901 ) Income tax adjustments — — — — — 1,039 23,569 24,608 Total adjustments 176 — (159 ) (1,991 ) 2,408 1,560 (67,620 ) (65,643 ) Balance at December 31, 2014 (As Restated) 46,620 $ 4 (3,892 ) $ (68,327 ) $ 457,148 $ (18,454 ) $ 93,093 $ 463,464 The following table presents the Consolidated Statement of Cash Flows as previously reported, restatement adjustments, the effect of early adopting Accounting Standard Update (“ASU”) 2016-18 Statement of Cash Flows (Topic 230) and the Consolidated Statement of Cash Flows as restated for the year ended December 31, 2016: As Previously Reported Adjustments Effect of Early Adoption of ASU 2016-18 As Restated Operating activities: Net loss continuing operations $ (66,541 ) $ (27,328 ) $ — $ (93,869 ) Net loss from discontinued operations 74,533 16,027 — 90,560 Gain (loss) on sale of discontinued operations, net of tax (95,311 ) (17,818 ) — (113,129 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 99,311 (4,400 ) — 94,911 Impairment of long-lived assets and capitalized software — 11,055 — 11,055 Amortization of debt issuance costs 1,607 — — 1,607 Accrued PIK interest — (34 ) — (34 ) Gain (loss) on disposals (952 ) 830 — (122 ) Discontinued operations non-cash and working capital adjustments — 371 — 371 Amortization of bond premium 1,416 — — 1,416 Deferred income taxes 32,826 (15,678 ) — 17,148 Non-cash interest on leased facility 1,111 281 — 1,392 Stock-based compensation 33,979 199 — 34,178 Contingent consideration obligation 10,930 (9,736 ) — 1,194 Changes in operating assets and liabilities: — — Accounts receivable, net of allowance for doubtful accounts (1,662 ) (11,988 ) — (13,650 ) Prepaid expenses and other current assets 12,644 19,004 — 31,648 Other assets 10,054 (1,174 ) — 8,880 Accounts payable (11,139 ) 1,050 — (10,089 ) Accrued expenses 22,024 (29,547 ) — (7,523 ) Other liabilities (6,558 ) — — (6,558 ) Deferred revenues 24,317 30,856 — 55,173 Net cash provided by operating activities 142,589 (38,030 ) — 104,559 Investing activities: Purchases of fixed assets (58,542 ) 15,972 — (42,570 ) Purchases of intangible assets and capitalized software — (7,677 ) — (7,677 ) Purchases of marketable securities available-for-sale (13,445 ) — — (13,445 ) Maturities of marketable securities available-for-sale 82,904 — — 82,904 Change in restricted cash (30,000 ) — 30,000 — Proceeds from the sale of discontinued operations 18,135 9,200 — 27,335 Businesses acquired, net of cash (98,428 ) 12,106 — (86,322 ) Net cash provided by (used in) investing activities (99,376 ) 29,601 30,000 (39,775 ) Financing activities: Proceeds from the exercise of stock options 13,912 (279 ) — 13,633 Taxes paid on withholding shares (8,885 ) 8,885 — — Debt issuance costs related to the Credit Facility (1,346 ) — — (1,346 ) Borrowings on revolving line of credit 144,000 — — 144,000 Repayment of revolving line of credit (115,000 ) — — (115,000 ) Repurchases of common stock (40,025 ) — — (40,025 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 2,183 — — 2,183 Repayments of capital lease obligations (3,815 ) — — (3,815 ) Net cash (used in) provided by financing activities (8,976 ) 8,606 — (370 ) Effect of exchange rate changes on cash (853 ) — — (853 ) Net increase in cash and cash equivalents 33,384 177 30,000 63,561 Cash and cash equivalents at beginning of period 147,634 238 — 147,872 Cash and cash equivalents at end of period 181,018 415 30,000 211,433 Cash and cash equivalents 181,018 (11,217 ) — 169,801 Restricted cash — 11,632 30,000 41,632 Total cash and cash equivalents at end of period 181,018 415 30,000 211,433 Supplemental disclosures of cash flow information: Cash paid for income taxes 4,661 4,661 Cash paid for interest 6,981 6,981 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock in connection with Openwave acquisition $ 22,000 $ 22,000 As Previously Reported Adjustments As Restated Operating activities: Net loss continuing operations $ 6,415 $ (44,197 ) $ (37,782 ) Net loss from discontinued operations 40,267 — 40,267 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 72,152 (1,103 ) 71,049 Amortization of debt issuance costs 1,501 — 1,501 Gain (loss) on disposals 16 — 16 Amortization of bond premium 1,705 — 1,705 Deferred income taxes 8,319 (8,772 ) (453 ) Non-cash interest on leased facility 924 — 924 Stock-based compensation 31,711 (307 ) 31,404 Contingent consideration obligation (772 ) 757 (15 ) Changes in operating assets and liabilities: Accounts receivable, net of allowance for doubtful accounts (27,577 ) 7,803 (19,774 ) Prepaid expenses and other current assets (8,543 ) (514 ) (9,057 ) Other assets (4,282 ) 531 (3,751 ) Accounts payable 6,185 (13,948 ) (7,763 ) Accrued expenses 16,333 (17,043 ) (710 ) Other liabilities (402 ) 2,530 2,128 Deferred revenues (4,130 ) 26,427 22,297 Net cash provided by operating activities 139,822 (47,836 ) 91,986 Investing activities: Purchases of fixed assets (59,960 ) 2,294 (57,666 ) Purchases of intangible assets and capitalized software (1,200 ) (1,353 ) (2,553 ) Purchases of marketable securities available-for-sale (139,569 ) — (139,569 ) Maturities of marketable securities available-for-sale 106,210 — 106,210 Change in restricted cash — — — Businesses acquired, net of cash (131,592 ) 30,090 (101,502 ) Net cash provided by (used in) investing activities (226,111 ) 31,031 (195,080 ) Financing activities: Proceeds from the exercise of stock options 19,936 — 19,936 Taxes paid on withholding shares (17,043 ) 17,043 — Payments on contingent consideration obligation (4,468 ) — (4,468 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 1,902 — 1,902 Repayments of capital lease obligations (2,021 ) — (2,021 ) Net cash (used in) provided by financing activities (1,694 ) 17,043 15,349 Effect of exchange rate changes on cash (350 ) — (350 ) Net increase in cash and cash equivalents (88,333 ) 238 (88,095 ) Cash and cash equivalents at beginning of period 235,967 — 235,967 Cash and cash equivalents at end of period $ 147,634 $ 238 $ 147,872 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 29,868 $ 29,868 Cash paid for interest $ 5,791 $ 5,791 * Note there was no effect of early adopting ASU Topic 230 See accompanying notes to consolidated financial statements. The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 123,319 $ — $ — $ — $ (12,975 ) $ — $ 110,344 Restricted cash — — — — 12,975 — 12,975 Marketable securities 16,973 — — — — — 16,973 Accounts receivable, net 208,607 (155 ) (60,711 ) — 8,486 — 156,227 Prepaid expenses and other current assets 45,972 — — 862 (143 ) 649 47,340 Assets of discontinued operations, current 10,970 — — — (9,338 ) — 1,632 Total current assets 405,841 (155 ) (60,711 ) 862 (995 ) 649 345,491 Marketable securities 3,968 — — — — — 3,968 Property and equipment, net 168,083 — — — 3,465 — 171,548 Goodwill 275,914 — — (54,903 ) 16,490 (3,896 ) 233,605 Intangible assets, net 215,666 — — (20,941 ) (8,560 ) — 186,165 Deferred tax assets 1,904 — — — — 40,296 42,200 Other assets 9,920 — — (1,315 ) 1,451 — 10,056 Assets of discontinued operations, non-current 43,433 — — — (17,655 ) — 25,778 Total Assets $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 28,724 $ — $ — $ — $ — $ — $ 28,724 Accrued expenses 54,066 — 5,229 441 300 (1,505 ) 58,531 Deferred revenues 26,106 22,288 1,628 (4,345 ) 2 — 45,679 Contingent consideration obligation 8,229 — — (4,824 ) — — 3,405 Short-term debt 38,000 — — — — — 38,000 Total current liabilities 155,125 22,288 6,857 (8,728 ) 302 (1,505 ) 174,339 Lease financing obligation - long term 13,082 — — 43 — — 13,125 Convertible debt 225,938 — — — — — 225,938 Deferred tax liability 26,397 — — — — (16,380 ) 10,017 Deferred revenues — 41,934 17,274 — — — 59,208 Other liabilities 20,399 — (16,691 ) — 1,569 2,731 8,008 Commitments and contingencies Redeemable noncontrolling interests 52,616 — — (28,898 ) 1,562 — 25,280 Stockholder's equity Common stock 3 — — — — — 3 Treasury stock (95,183 ) — — — (1,584 ) — (96,767 ) Additional paid-in capital 561,992 — — (7,667 ) (6,702 ) — 547,623 Accumulated other comprehensive loss (31,788 ) — 639 — 295 107 (30,747 ) Retained earnings 196,148 (64,377 ) (68,790 ) (31,047 ) (1,246 ) 52,096 82,784 Total stockholders' equity 631,172 (64,377 ) (68,151 ) (38,714 ) (9,237 ) 52,203 502,896 Total liabilities & stockholders' equity $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 111,028 $ — $ — $ — $ (21,042 ) $ — $ 89,986 Restricted cash — — — — 21,042 — 21,042 Marketable securities 62,274 — — — — — 62,274 Accounts receivable, net 154,061 (174 ) (41,754 ) — 8,110 — 120,243 Prepaid expenses and other current assets 47,677 — — 724 (142 ) 649 48,908 Assets of discontinued operations, current 10,595 — — — (8,963 ) — 1,632 Total current assets 385,635 (174 ) (41,754 ) 724 (995 ) 649 344,085 Marketable securities 13,949 — — — — — 13,949 Property and equipment, net 167,135 — — — 3,372 — 170,507 Goodwill 278,315 — — (54,901 ) 16,488 (3,896 ) 236,006 Intangible assets, net 222,045 — — (22,052 ) (5,602 ) — 194,391 Deferred tax assets 1,902 — — — — 32,862 34,764 Other assets 10,050 — — (1,289 ) 1,610 — 10,371 Assets of discontinued operations, non-current 44,001 — — — (17,815 ) — 26,186 Total Assets $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 35,150 $ — $ — $ — $ — $ — $ 35,150 Accrued expenses 52,534 — 16,005 285 300 (1,505 ) 67,619 Deferred revenues 28,009 15,494 1,890 (3,251 ) 2 — 42,144 Contingent consideration obligation 7,657 — — (2,903 ) — — 4,754 Short-term debt 47,000 — — — — — 47,000 Total current liabilities 170,350 15,494 17,895 (5,869 ) 302 (1,505 ) 196,667 Lease financing obligation - long term 13,623 — — 45 — — 13,668 Convertible debt 225,585 — — — — — 225,585 Deferred tax liability 29,716 — — — — (16,380 ) 13,336 Deferred revenues — 42,266 19,241 — — — 61,507 Other liabilities 22,545 — (18,585 ) — 1,633 2,731 8,324 Commitments and contingencies Redeemable noncontrolling interests 55,459 — — (28,982 ) (1,197 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (95,812 ) — — — (2,676 ) — (98,488 ) Additional paid-in capital 547,970 — — (7,667 ) 45 — 540,348 Accumulated other comprehensive loss (34,880 ) — 670 — 295 107 (33,808 ) Retained earnings 188,472 (57,934 ) (60,975 ) (35,045 ) (1,344 ) 44,662 77,836 Total stockholders' equity 605,754 (57,934 ) (60,305 ) (42,712 ) (3,680 ) 44,769 485,892 Total liabilities & stockholders' equity $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 113,084 $ — $ — $ — $ (26,302 ) $ — $ 86,782 Restricted cash — — — — 26,302 — 26,302 Marketable securities 63,713 — — — — — 63,713 Accounts receivable, net 150,790 (42 ) (42,041 ) — 7,659 — 116,366 Prepaid expenses and other current assets 53,236 — — 420 (817 ) 649 53,488 Assets of discontinued operations, current 9,503 — — — (8,415 ) — 1,088 Total current assets 390,326 (42 ) (42,041 ) 420 (1,573 ) 649 347,739 Marketable securities 17,934 — — — — — 17,934 Property and equipment, net 162,040 — — — 3,580 — 165,620 Goodwill 271,666 — — (55,637 ) 16,488 (3,896 ) 228,621 Intangible assets, net 230,986 — — (23,163 ) (3,462 ) — 204,361 Deferred tax assets 5,176 — — — — 25,257 30,433 Other assets 10,867 — — (420 ) 1,768 — 12,215 Assets of discontinued operations, non-current 44,568 — — — (17,974 ) — 26,594 Total Assets $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 33,171 $ — $ — $ — $ — $ — $ 33,171 Accrued expenses 48,695 — 29,763 (11 ) 299 (1,504 ) 77,242 Deferred revenues 32,113 8,860 1,378 (3,777 ) 75 — 38,649 Contingent consideration obligation 1,271 — — 373 — — 1,644 Short-term debt 50,000 — — — — — 50,000 Total current liabilities 165,250 8,860 31,141 (3,415 ) 374 (1,504 ) 200,706 Lease financing obligation - long term 14,047 — — 47 — — 14,094 Convertible debt 225,231 — — — — — 225,231 Deferred tax liability 23,096 — — — — (16,380 ) 6,716 Deferred revenues — 36,039 6,646 — — — 42,685 Other liabilities 19,900 — (4,114 ) — 1,696 2,731 20,213 Commitments and contingencies Redeemable noncontrolling interests 58,323 — — (29,066 ) (3,977 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (72,368 ) — — — (2,676 ) — (75,044 ) Additional paid-in capital 535,945 — — (7,667 ) 7,248 — 535,526 Accumulated other comprehensive loss (29,254 ) — 562 — 294 107 (28,291 ) Retained earnings 193,389 (44,941 ) (76,276 ) (38,699 ) (4,132 ) 37,056 66,397 Total stockholders' equity 627,716 (44,941 ) (75,714 ) (46,366 ) 734 37,163 498,592 Total liabilities & stockholders' equity $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 The following table presents the Consolidated Statement of Operations (unaudited) as previously reported, restatement adjustments and the Consolidated Statement of Operations (unaudited) as adjusted for the three months ended December 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 121,796 $ (22,331 ) $ 18,958 $ (11,412 ) $ — $ — $ 107,011 Costs and expenses: Cost of services 50,210 — — 64 941 — 51,215 Research and development 28,273 — — — 1,316 — 29,589 Selling, general and administrative 43,297 — (1,752 ) (75 ) 137 — 41,607 Net change in contingent consideration obligation 3,631 — — (4,203 ) — — (572 ) Restructuring charges 1,360 — — — — — 1,360 Depreciation and amortization 25,302 — — (1,119 ) 11,316 — 35,499 Total costs and expenses 152,073 — (1,752 ) (5,333 ) 13,710 — 158,698 Loss from continuing operations (30,277 ) (22,331 ) 20,710 (6,079 ) (13,710 ) — (51,687 ) Interest income 936 — — (340 ) (181 ) — 415 Interest expense (2,007 ) — — 374 200 (975 ) (2,408 ) Other expense, net 2,049 — (69 ) (830 ) (264 ) — 886 Loss from continuing operations, before taxes (29,299 ) (22,331 ) 20,641 (6,875 ) (13,955 ) (975 ) (52,794 ) Benefit for income taxes 7,176 — — — — 7,284 14,460 Net loss from continuing operations (22,123 ) (22,331 ) 20,641 (6,875 ) (13,955 ) 6,309 (38,334 ) Net income from discontinued operations, net of tax 43,668 — 5,329 18,116 — (3,659 ) 63,454 Net loss 21,545 (22,331 ) 25,970 11,241 (13,955 ) 2,650 25,120 Net loss attributable to redeemable noncontrolling interests (2,760 ) — — — (2,949 ) — (5,709 ) Net loss attributable to Synchronoss $ 24,305 $ (22,331 ) $ 25,970 $ 11,241 $ (11,006 ) $ 2,650 $ 30,829 Basic: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Diluted: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Weighted-average common shares outstanding: Basic 43,814 43,814 Diluted 43,814 43,814 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 132,480 $ (6,440 ) $ (7,648 ) $ 1,544 $ — $ — $ 119,936 Costs and expenses: Cost of services 49,073 — — 65 — — 49,138 Research and development 28,141 — — — 2,889 — 31,030 Selling, general and administrative 30,934 2 (2,246 ) 156 (19 ) — 28,827 Net change in contingent consideration obligation 572 — — (1,921 ) — — (1,349 ) Restructuring charges 924 — — — — — 924 Depreciation and amortization 24,692 — — (1,111 ) 11 — 23,592 Total costs and expenses 134,336 2 (2,246 ) (2,811 ) 2,881 — 132,162 Loss from continuing operations (1,856 ) (6,442 ) (5,402 ) 4,355 (2,881 ) — (12,226 ) Interest income 271 — — — — — 271 Interest expense (1,596 ) — — — — — (1,596 ) Other expense, net (167 ) — 16 — — — (151 ) Loss from continuing operations, before taxes (3,348 ) (6,442 ) (5,386 ) 4,355 (2,881 ) — (13,702 ) Benefit for income taxes (1,621 ) — — — — 5,231 3,610 Net loss from continuing operations (4,969 ) (6,442 ) (5,386 ) 4,355 (2,881 ) 5,231 (10,092 ) Net income from discontinued operations, net of tax 9,802 — (2,427 ) (272 ) (1 ) 2,205 9,307 Net loss 4,833 (6,442 ) (7,813 ) 4,083 (2,882 ) 7,436 (785 ) Net loss attributable to redeemable noncontrolling interests (2,843 ) — — — (504 ) — (3,347 ) Net loss attributable to Synchronoss $ 7,676 $ (6,442 ) $ (7,813 ) $ 4,083 $ (2,378 ) $ 7,436 $ 2,562 Basic: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Diluted: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Weighted-average common shares outstanding: Basic 43,560 43,560 Diluted 43,560 43,560 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 118,255 $ (12,840 ) $ 16,211 $ (525 ) $ — $ — $ 121,101 Costs and expenses: Cost of services 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 for income taxes 2,074 — — — — (2,444 ) (370 ) Net loss 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 (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 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestitur |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of software development costs | The unamortized software development costs and amortization expense were as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Unamortized software development costs $ 11,695 $ 5,754 $ 4,390 Software development amortization expense 3,178 3,507 55 The Company’s intangible assets consist of the following: December 31, 2017 Cost Accumulated Amortization Net Technology $ 124,799 $ (70,608 ) $ 54,191 Customer lists and relationships 128,170 (62,905 ) 65,265 Capitalized software and patents 19,792 (7,115 ) 12,677 Trade name 2,559 (2,525 ) 34 $ 275,320 $ (143,153 ) $ 132,167 December 31, 2016 (Restated) Cost Accumulated Amortization Net Technology $ 129,382 $ (53,142 ) $ 76,240 Customer lists and relationships 129,650 (49,852 ) 79,798 Capitalized software and patents 10,589 (3,923 ) 6,666 Trade name 2,523 (2,259 ) 264 $ 272,144 $ (109,176 ) $ 162,968 |
Schedule of foreign currency gains (losses) | Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense, within the Consolidated Statements of Operations and were as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Net loss on foreign currency translations $ (4,952 ) $ (270 ) $ (512 ) |
Impact of new accounting standard | Standard Description Effect on the financial statements Accounting Standards Update (“ASU”) 2017-04 Simplifying the Test for Goodwill Impairment In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance which eliminates Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this ASU for annual and interim goodwill impairment testing dates after January 1, 2017. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2020. Standard Description Effect on the financial statements ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business In January 2017, FASB changed its definition of a business in an effort to help entities determine whether a set of transferred assets and activities is a business. The guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business. If the threshold is not met, the entity evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The guidance narrows the definition of outputs by more closely aligning it with how outputs are described in the new revenue guidance. The guidance is effective for public business entities for annual periods beginning after 15 December 2017, and interim periods within those periods. For all other entities, it is effective for annual periods beginning after 15 December 2018, and interim periods within annual periods beginning after 15 December 2019. Early adoption is permitted. The Company elected to early adopt this ASU on January 1, 2017 on a prospective basis. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. ASU 2016-18 Statement of Cash Flows (Topic 230) In November 2016, the FASB issued ASU 2016-18, which amends the guidance in ASC 230, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company adopted this ASU on January 1, 2017 to each period presented and applied the changes to the Consolidated Statements of Cash Flows. Date of adoption: January 1, 2017. ASU 2016-17 Consolidation: Interest Held through Related Parties That Are under Common Control In October 2016, the FASB issued ASU 2016-17, to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control within the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this ASU on January 1, 2017 on a prospective basis. The adoption of this ASU had no significant impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. ASU 2016-16 Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16, which requires entities to recognize at the transaction date the income tax effects for intra-entity transfers of assets other than inventory. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company elected to early adopt this ASU on January 1, 2017 on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings of $3.2 million as of January 1, 2017. Date of adoption: January 1, 2017. ASU 2016-15 Statement of Cash Flows In August 2016, the FASB issued ASU 2016-15 which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. ASU 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company elected to early adopt this ASU on January 1, 2017 using a retrospective transition method. The adoption of this ASU had no impact on the Company’s consolidated financial statements. Date of adoption: January 1, 2017. Standards issued not yet adopted Standard Description Effect on the financial statements ASU 2017-09 Stock Compensation (Topic 718), Scope of Modification Accounting In May 2017, FASB issued guidance which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The guidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued. ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements. Date of adoption: January 1, 2018. ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13 which replaces 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 the adoption of this ASU on its consolidated financial statements. Date of adoption: January 1, 2020. ASU 2016-02 Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02 which requires lessees to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach. The Company is in the process of evaluating the effect of the new guidance on its consolidated financial statements and disclosures. Date of adoption: January 1, 2019. |
Schedule of revenues and property and equipment, net by geographic area | The following tables set forth revenues and property and equipment, net by geographic area: Year Ended December 31, 2017 2016 2015 Revenues (Restated) (Restated) Domestic $ 334,970 $ 360,891 $ 334,829 Foreign 67,391 65,403 37,732 Total $ 402,361 $ 426,294 $ 372,561 December 31, 2017 2016 Property and equipment, net: (Restated) Domestic $ 106,727 $ 149,378 Foreign 5,098 8,827 Total $ 111,825 $ 158,205 |
Acquisition and Divestitures (T
Acquisition and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions | The following is a summary of the components of the consideration transferred as part of the acquisition: Cash consideration for outstanding Intralinks’ common shares $ 746,071 Cash consideration for accelerated equity awards to Intralinks’ employees upon change in control 7,873 Cash consideration for vested unexercised Intralinks’ stock options 19,838 Cash consideration for existing Intralinks’ debt 77,800 Cash consideration for shareholders purchase price settlement 2,794 Total cash consideration transferred 854,376 Fair value of replacement awards 4,702 Total consideration transferred $ 859,078 The following is a summary of the components of the consideration transferred as part of the acquisition: (Restated) Cash consideration for outstanding common shares $ 102,538 Issuance of Common Stock 22,000 Intellectual Property Settlement (10,000 ) Total cash consideration transferred 114,538 Issuance of Common Stock (22,000 ) Cash Consideration Transferred $ 92,538 |
Summary of fair values of assets and liabilities assumed at acquisition date | The Company determined the fair value of the net assets acquired as follows: Purchase Price Allocation (Restated) Cash $ 4,110 Prepaid expenses and other assets 3,005 Property, Plant & Equipment 2,882 Long term assets 1,870 Intangible assets: Wtd. Avg. Trade name 1,000 1 year Technology 32,100 7 years Customer relationships 29,000 10 years Goodwill 81,015 Total assets acquired 154,982 Accounts payable and accrued liabilities 17,622 Deferred revenues 7,331 Long term liabilities 15,491 Net assets acquired $ 114,538 The Company entered into a number of acquisitions as described above, during 2015. The table below summarizes the fair value of the net assets acquired as follows: (Restated) Zentry Razorsight F-Secure Total Cash $ 1,172 $ 1,172 Accounts receivable 120 120 Prepaid expenses and other assets 1,111 1,111 Equipment 2,900 879 3,779 Other assets - long term 144 144 Intangible assets: Technology 23,200 9,200 3,071 35,471 Customer relationships 2,300 11,690 20,475 34,465 Goodwill 9,100 6,985 26,454 42,539 Total assets acquired 37,500 31,301 50,000 118,801 Accounts payable and accrued liabilities 2,216 519 2,735 Lease obligation 333 333 Deferred revenues 965 965 Contingent consideration 122 122 Deferred taxes 2,381 2,381 Redeemable noncontrolling interest 12,500 12,500 Net assets acquired $ 25,000 $ 25,284 $ 49,481 $ 99,765 The purchase price allocation as of the date of the acquisition were as follows: Weighted Average Life in Years Purchase Price Allocation Cash $ 39,370 Accounts receivable 46,182 Prepaid expenses and other assets 9,775 Property and equipment, net 4 14,075 Goodwill 482,822 Intangible Assets: Developed technology 6 79,400 Capitalized software costs 1 277 Trade name 18 47,800 Customer relationships 10 284,100 411,577 Other assets, long-term 3,865 Investment in unconsolidated affiliate 5,800 Total assets acquired 1,013,466 Accounts payable 4,853 Accrued expenses 21,421 Deferred revenues, short-term 12,449 Deferred tax liability 110,044 Deferred revenues, long-term 1,051 Other liabilities, long-term 4,570 Total liabilities 154,388 Net assets acquired $ 859,078 |
Operating results of discontinued operations | The following is a summary of the operating results of BPO which have been reflected within income from discontinued operations, net of tax: Year ended December 31, 2016 2015 (Restated) Net revenues $ 145,241 $ 150,714 Costs and expenses: Cost of services 96,737 83,931 Selling, general and administrative 2,615 2,324 Total costs and expenses 99,352 86,255 Income from discontinued operations 45,889 64,459 Gain on sale of discontinued operations 113,130 — Income from discontinued operations before taxes 159,019 64,459 Provision for income taxes (68,459 ) (24,191 ) Discontinued operations, net of taxes $ 90,560 $ 40,268 The following is a summary of the operating results of Intralinks during the year ended December 31, 2017 , which have been reflected within income from discontinued operations, net of tax: 2017 Net revenues $ 213,178 Costs and expenses: Cost of services 35,393 Research and development 19,148 Selling, general and administrative 114,737 Restructuring 15,995 Depreciation and amortization 41,780 Total costs and expenses 227,053 Other income, net 1,448 Loss from discontinued operations (12,427 ) Gain on sale of discontinued operations 122,842 Income from discontinued operations before taxes 110,415 Provision for income taxes (34,920 ) Discontinued operations, net of taxes $ 75,495 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of assets and liabilities held and their related classifications under the fair value hierarchy | The following is a summary of assets, liabilities and redeemable noncontrolling interests and their related classifications under the fair value hierarchy: December 31, 2017 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 246,125 $ 246,125 $ — $ — Marketable securities-short term (2) 3,111 — 3,111 — Total assets $ 249,236 $ 246,125 $ 3,111 $ — Liabilities Contingent interest derivative (3) 193 193 Mandatorily redeemable financial instrument (4) 37,959 37,959 Total liabilities $ 38,152 $ — $ — $ 38,152 Temporary Equity Redeemable noncontrolling interests (4) $ 25,280 $ — $ — $ 25,280 Total temporary equity $ 25,280 $ — $ — $ 25,280 December 31, 2016 (Restated) Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 211,433 $ 211,433 $ — $ — Marketable securities-short term (2) 12,506 — 12,506 — Marketable securities-long term (2) 2,974 — 2,974 — Total assets $ 226,913 $ 211,433 $ 15,480 $ — Liabilities Contingent consideration obligation $ 2,833 $ — $ — $ 2,833 Total liabilities $ 2,833 $ — $ — $ 2,833 Temporary Equity Redeemable noncontrolling interests (5) $ 25,280 $ — $ — $ 25,280 Total temporary equity $ 25,280 $ — $ — $ 25,280 (1) Cash equivalents primarily include money market funds (2) Comprised of municipal bonds and certificates of deposit (3) Contingent interest derivative related to convertible debt is included in accrued expenses, for further details see Note 11 - Debt . (4) Mandatorily redeemable financial instruments comprise of the Company’s contractual obligation to deliver a set number of preferred shares at a time in less than twelve months and the option for the Company to receive a set number of common shares (5) Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures |
Schedule of estimated fair value of investments classified as available for sale | At December 31, 2017 and December 31, 2016 , the estimated fair value of investments classified as available for sale, are as follows: December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Certificates of deposit $ 250 $ — $ — $ 250 Municipal bonds 2,867 — (6 ) 2,861 Total marketable securities $ 3,117 $ — $ (6 ) $ 3,111 As of December 31, 2017, an insignificant amount of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investment with unrealized losses was approximately $2.9 million . December 31, 2016 (Restated) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Certificates of deposit $ 450 $ — $ — $ 450 Municipal bonds 15,063 1 (34 ) 15,030 Total marketable securities $ 15,513 $ 1 $ (34 ) $ 15,480 |
Expected maturities of available-for-sale securities | Contractual maturities of marketable debt securities are as follows: December 31, 2017 Amortized Cost Fair Value Due within one year $ 3,117 $ 3,111 Due after 1 year through 5 years — — Total available-for-sale securities $ 3,117 $ 3,111 |
Redeemable Noncontrolling Interests | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of changes in fair value of Level 3 | The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows: Balance at December 31, 2016 $ 25,280 Fair value and other adjustments 9,291 Net loss attributable to interests in subsidiaries (9,291 ) Balance at December 31, 2017 $ 25,280 |
Contingent Consideration Obligation | |
Fair Value Measurements of Assets and Liabilities | |
Schedule of changes in fair value of Level 3 | The changes in fair value of the Company’s Level 3 contingent consideration obligation during the year ended December 31, 2017 were as follows: Balance at December 31, 2016, as restated $ 2,833 Payment of contingent consideration (2,831 ) Other adjustments to contingent consideration obligation included in net income (2 ) Balance at December 31, 2017 $ — |
Investments in Affiliates and35
Investments in Affiliates and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The STIN affiliate balances and their classification in the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016 were as follows: Year Ended December 31, 2017 2016 Restricted cash (A) $ 118 $ — Accounts receivable (B) 18,033 1,164 Total assets $ 18,151 $ 1,164 (A) Represents cash balances outstanding as of year end in which the Company collected accounts receivable from STIN customers on behalf of STIN. This amount has been classified in short term restricted cash on the Consolidated Balance Sheets. (B) These amounts principally included revenues generated from the Cloud and Telephony Support Services agreement and pass-through of vendor expenses incurred during the transition and assignment of vendor contracts. The following is a summary of the PIK note related balances as of December 31: Seller Note Allowance Unamortized discount Loan accrued interest Distribution Note Distribution interest Total Balance at December 31, 2016 (Restated) $ 83,000 $ — $ (13,146 ) $ 415 $ — $ — $ 70,269 Activity (14,562 ) 984 10,681 6,187 425 3,715 Balance at December 31, 2017 $ 83,000 $ (14,562 ) $ (12,162 ) $ 11,096 $ 6,187 $ 425 $ 73,984 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | Property and equipment consist of the following: December 31, 2017 2016 (Restated) Computer hardware $ 250,453 $ 242,739 Computer software 62,335 47,828 Construction in-progress 471 14,854 Furniture and fixtures 7,736 5,981 Building 8,808 8,808 Leasehold improvements 19,591 16,980 349,394 337,190 Less: Accumulated depreciation (237,569 ) (178,985 ) $ 111,825 $ 158,205 |
Goodwill and intangibles (Table
Goodwill and intangibles (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table shows the adjustments to goodwill during 2017 and 2016 : Balance at December 31, 2015, as restated $ 149,928 Acquisitions 81,016 Divestitures — Reclassifications, adjustments and other (3,033 ) Translation adjustments (3,260 ) Balance at December 31, 2016, as restated $ 224,651 Acquisitions — Divestitures (1,854 ) Reclassifications, adjustments and other 181 Translation adjustments 14,325 Balance at December 31, 2017 $ 237,303 |
Schedule of composition of intangible assets | The unamortized software development costs and amortization expense were as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Unamortized software development costs $ 11,695 $ 5,754 $ 4,390 Software development amortization expense 3,178 3,507 55 The Company’s intangible assets consist of the following: December 31, 2017 Cost Accumulated Amortization Net Technology $ 124,799 $ (70,608 ) $ 54,191 Customer lists and relationships 128,170 (62,905 ) 65,265 Capitalized software and patents 19,792 (7,115 ) 12,677 Trade name 2,559 (2,525 ) 34 $ 275,320 $ (143,153 ) $ 132,167 December 31, 2016 (Restated) Cost Accumulated Amortization Net Technology $ 129,382 $ (53,142 ) $ 76,240 Customer lists and relationships 129,650 (49,852 ) 79,798 Capitalized software and patents 10,589 (3,923 ) 6,666 Trade name 2,523 (2,259 ) 264 $ 272,144 $ (109,176 ) $ 162,968 |
Schedule of estimated annual amortization expense of intangible assets for the next five years | Estimated future amortization expense of its intangible assets for the next five years is as follows: Year ending December 31, 2018 $ 39,218 2019 31,993 2020 20,561 2021 12,157 2022 10,601 Thereafter 17,637 Total 132,167 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of components of accrued expenses | Accrued expenses consist of the following: December 31, 2017 2016 (Restated) Accrued compensation and benefits $ 22,679 $ 33,771 Accrued accounting fees 19,822 3,154 Accrued consulting fees 6,200 13,951 Accrued legal fees 5,513 3,172 Accrued telecommunications 3,028 2,628 Accrued income taxes payable 2,810 4,643 Accrued other 12,687 15,563 $ 72,739 $ 76,882 |
Commitments, Contingencies an39
Commitments, Contingencies and Other (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate annual future minimum lease payments under non-cancellable leases | Aggregate annual future minimum payments under these non-cancelable agreements are as follows: Year ending December 31, Colocation Operating Leases Capital Leases 2018 $ 7,888 $ 9,743 $ 2,465 2019 5,373 10,103 2,383 2020 3,614 9,893 1,964 2021 — 9,149 1,282 2022 and thereafter — 46,451 7,155 $ 16,875 $ 85,339 $ 15,249 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt consists of the following: December 31, 2017 2016 Convertible Senior Notes $ 230,000 $ 230,000 Amended Credit Agreement — 29,000 Total debt, principal amount 230,000 259,000 Debt issuance costs (2,296 ) (3,709 ) Total debt, carrying value $ 227,704 $ 255,291 Total short term debt, carrying value $ — $ 29,000 Total long-term debt, carrying value $ 227,704 $ 226,291 |
Schedule of Long-term Debt Instruments | Interest expense for the Company’s 2019 Notes related to the contractual interest coupon and contingent interest liability is noted below. Year ended December 31, 2017 2016 2015 Contractual interest expense $ 1,725 $ 1,725 $ 1,725 Contingent interest expense 193 — — Total $ 1,918 $ 1,725 $ 1,725 |
Schedule of Line of Credit Facilities | Interest expense and commitment fees under the 2017 Credit Agreement and the Amended Credit Facility were as follows: Year ended December 31, 2017 2016 2015 Commitment fees $ 519 $ 415 $ 332 Interest expense 35,351 877 — |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive (Loss)/Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of changes in accumulated other comprehensive income (loss) | The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2017 , are as follows: Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2016 $ (37,311 ) $ (5,017 ) $ (22 ) $ (42,350 ) Other comprehensive income (loss) 17,027 3,322 28 20,377 Tax effect — (1,390 ) (10 ) (1,400 ) Comprehensive income (loss) 17,027 1,932 18 18,977 Balance at December 31, 2017 $ (20,284 ) $ (3,085 ) $ (4 ) $ (23,373 ) The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2016 , are as follows: (Restated) Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2015 $ (33,197 ) $ (4,292 ) $ (25 ) $ (37,514 ) Other comprehensive income (loss) (4,114 ) (789 ) 5 (4,898 ) Tax effect — 64 (2 ) 62 Total comprehensive income (loss) (4,114 ) (725 ) 3 (4,836 ) Balance at December 31, 2016 $ (37,311 ) $ (5,017 ) $ (22 ) $ (42,350 ) The changes in accumulated other comprehensive income (loss) during the year ended December 31, 2015 , are as follows: (Restated) Foreign Currency Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions Unrealized Holding Gains (Losses) on Available-for-Sale Securities Total Balance at December 31, 2014 $ (15,492 ) $ (2,957 ) $ (5 ) $ (18,454 ) Other comprehensive income (loss) (17,705 ) (2,722 ) (30 ) (20,457 ) Tax effect — 1,387 10 1,397 Total comprehensive income (loss) (17,705 ) (1,335 ) (20 ) (19,060 ) Balance at December 31, 2015 $ (33,197 ) $ (4,292 ) $ (25 ) $ (37,514 ) |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation | The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included in operating expense categories as follows: December 31, 2017 2016 2015 (Restated) (Restated) Cost of revenues $ 4,602 $ 7,310 $ 6,922 Research and development 6,030 8,891 7,461 Selling, general and administrative 11,863 17,977 17,021 Total stock-based compensation $ 22,495 $ 34,178 $ 31,404 The following table summarizes stock-based compensation expense: December 31, 2017 2016 2015 (Restated) (Restated) Stock options $ 6,311 $ 7,778 $ 8,495 Restricted stock awards 15,802 25,583 22,285 ESPP Plan 382 817 624 Total stock-based compensation before taxes $ 22,495 $ 34,178 $ 31,404 Tax benefit $ 3,921 $ 11,108 $ 10,130 |
Schedule of fair value assumptions | The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: December 31, 2017 2016 2015 Expected stock price volatility 57.0 % 45.0 % 47.0 % Risk-free interest rate 1.8 % 1.2 % 1.3 % Expected life of options (in years) 4.08 4.00 4.00 Expected dividend yield — % — % — % Weighted-average fair value (grant date) of the options $ 6.30 $ 11.13 $ 15.88 |
Schedule of information about stock options outstanding | The following table summarizes information about stock options outstanding: Options Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 (restated) 2,306 $ 32.43 Options Granted 2,891 $ 15.09 Options Exercised (104 ) $ 11.34 Options Cancelled (1,143 ) $ 12.93 Outstanding at December 31, 2017 3,950 $ 21.54 5.34 $ — Vested and exercisable at December 31, 2017 1,185 $ 32.35 3.26 $ — |
Schedule of total intrinsic value for options exercised and fair value of vested options | The below table summarizes additional information related to stock options: December 31, 2017 2016 2015 Total intrinsic value for stock options exercised $ 1,007 $ 8,953 $ 18,369 |
Summary of unvested restricted stock activity | A summary of the Company’s unvested restricted stock at December 31, 2017 , and changes during the year ended December 31, 2017 , is presented below: Non-Vested Restricted Stock Number of Awards Weighted- Average Grant Date Fair Value Non-vested at December 31, 2016 (restated) 1,645 $ 36.27 Granted 3,426 22.75 Vested (946 ) 32.16 Forfeited (2,061 ) 22.21 Non-vested at December 31, 2017 2,064 $ 22.75 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Summary of the restructuring accrual and changes | A summary of the Company’s restructuring accrual at December 31, 2017 , 2016 , 2015 and changes during those years is presented below: Balance at December 31, 2016 Charges Payments Other Adjustments 1 Balance at December 31, 2017 Employment termination costs $ 1,181 $ 10,739 $ (11,404 ) $ (42 ) $ 474 Facilities consolidation 40 — (16 ) — 24 Total $ 1,221 $ 10,739 $ (11,420 ) $ (42 ) $ 498 Balance at December 31, 2015 Charges Payments Other Adjustments Balance at December 31, 2016 Employment termination costs $ — $ 6,333 $ (5,152 ) — $ 1,181 Facilities consolidation 54 — (14 ) — 40 Total $ 54 $ 6,333 $ (5,166 ) $ — $ 1,221 Balance at December 31, 2014 Charges Payments Other Adjustments Balance at December 31, 2015 Employment termination costs $ — $ 4,883 $ (4,883 ) $ — $ — Facilities consolidation — 63 (9 ) — 54 Total $ — $ 4,946 $ (4,892 ) $ — $ 54 __________________________________________________________________________ 1 Includes non-cash adjustments. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income before income taxes | The components of income or (loss) from continuing operations before income taxes are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Domestic $ (210,214 ) $ (116,730 ) $ (22,237 ) Foreign (18,873 ) (10,359 ) (17,933 ) Total $ (229,087 ) $ (127,089 ) $ (40,170 ) |
Schedule of components of income tax (expense) benefit | The components of income tax (expense) benefit from continuing operations are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Current: Federal $ 600 $ 4,695 $ 1,866 State — 2,098 299 Foreign (4,817 ) (2,743 ) (1,847 ) Deferred: Federal 40,634 26,074 2,473 State 1,340 1,301 103 Foreign (2,894 ) 1,795 (506 ) Income tax benefit $ 34,863 $ 33,220 $ 2,388 |
Schedule of reconciliations of the statutory tax rates and the effective tax rates | Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2017 , 2016 and 2015 are as follows: Year ended December 31, 2017 2016 2015 (Restated) (Restated) Statutory rate 35 % 35 % 35 % State taxes, net of federal benefit 1 % 3 % 1 % Effect of rates different than statutory (2 )% (2 )% (10 )% Minority interest (1 )% (4 )% (1 )% Non-deductible stock based compensation (2 )% — % — % Other permanent adjustments (2 )% (1 )% (6 )% Research and development credit — % 2 % 5 % Change in valuation allowance (7 )% (3 )% (10 )% Other (2 )% (1 )% (3 )% Tax Reform Rate Reduction (3 )% — % — % Acquisitions and restructuring related taxes (2 )% (3 )% (5 )% Net 15 % 26 % 6 % |
Schedule of significant components of the Company's deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2016 (Restated) Deferred tax assets: Accrued liabilities $ 259 $ 22 Deferred revenue 18,721 52,102 Bad debts reserve 1,103 556 Deferred compensation 5,635 12,431 Federal net operating loss carry forwards 15,324 18,993 State net operating loss carry forwards 4,940 1,737 Foreign net operating loss carry forwards 10,212 13,243 Deferred rent 474 636 Capital loss carry forward 1,541 229 Transaction costs — 2,038 Other 2,947 2,155 Total deferred tax assets $ 61,156 $ 104,142 Deferred tax liabilities: Intangible assets $ (12,491 ) $ (16,014 ) Basis difference (6,612 ) (12,859 ) Installment sale (8,909 ) (23,177 ) Depreciation and amortization (14,356 ) (28,134 ) Total deferred tax liabilities (42,368 ) (80,184 ) Less: valuation allowance (32,523 ) (14,180 ) Net deferred income tax (liabilities) assets $ (13,735 ) $ 9,778 |
Schedule of net operating loss carryforwards | uch NOL carryforwards expire as follows: 2018-2022 $ 13,700 2023-2027 12,669 2028-2037 127,163 Indefinite 82,612 $ 236,144 |
Schedule of reconciliation of the amounts of unrecognized tax benefits excluding interest | A reconciliation of the amounts of unrecognized tax benefits excluding interest, as restated, are as follows: Unrecognized tax benefit at December 31, 2014 $ 3,916 Increase for tax positions taken during prior year 54 Reduction due to lapse of applicable statute of limitations (68 ) Increases for tax positions of current period 376 Unrecognized tax benefit at December 31, 2015 4,278 Decreases for tax positions taken during prior year (35 ) Reduction due to lapse of applicable statute of limitations (57 ) Increases for tax positions of current period 399 Unrecognized tax benefit at December 31, 2016 4,585 Increase for tax positions taken during prior year 1,823 Increases related to acquired entities 13,278 Reduction due to lapse of applicable statute of limitations (1,512 ) Decreases related to divested entities (13,645 ) Increases for tax positions of current period 1,946 Unrecognized tax benefit at December 31, 2017 $ 6,475 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share | The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share from continued and discontinued operations: Year ended December 31, 2017 2016 2015 Restated Restated Numerator - Basic: Net loss from continuing operations $ (194,224 ) $ (93,869 ) $ (37,782 ) Net (loss) income attributable to noncontrolling interests (9,291 ) (15,203 ) (628 ) Net (loss) income from continuing operations attributable to Synchronoss (184,933 ) (78,666 ) (37,154 ) Net income from discontinued operations, net of taxes 75,495 90,560 40,267 Net (loss) income attributable to Synchronoss $ (109,438 ) $ 11,894 $ 3,113 Numerator - Diluted: Net (loss) income from continuing operations attributable to Synchronoss $ (184,933 ) $ (78,666 ) $ (37,154 ) Income effect for interest on convertible debt, net of tax — — — Net (loss) income from continuing operations adjusted for the convertible debt (184,933 ) (78,666 ) (37,154 ) Net income from discontinued operations, net of taxes 75,495 90,560 40,267 Net income attributable to Synchronoss, adjusted for the convertible debt $ (109,438 ) $ 11,894 $ 3,113 Denominator: Weighted average common shares outstanding — basic 44,669 43,551 42,284 Dilutive effect of: Shares from assumed conversion of convertible debt (1) — — — Options and unvested restricted shares — — — Weighted average common shares outstanding — diluted 44,669 43,551 42,284 Basic EPS Continuing operations $ (4.14 ) $ (1.81 ) $ (0.88 ) Discontinued operations 1.69 2.08 0.95 $ (2.45 ) $ 0.27 $ 0.07 Diluted EPS Continuing operations $ (4.14 ) $ (1.81 ) $ (0.88 ) Discontinued operations 1.69 2.08 0.95 $ (2.45 ) $ 0.27 $ 0.07 Anti-dilutive stock options excluded: $ 2,648 $ 1,310 $ 556 __________________________________________________________ 1 The calculation for each period does not include the effect of assumed conversion of convertible debt of 4,325,646 shares, which is based on 18.8072 shares per $1,000 principal amount of the 2019 Notes, because the effect would have been anti-dilutive. |
Summary of Quarterly Results 46
Summary of Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly results of operations for the year ended December 31, 2017 were as follows: Quarter Ended March 31, June 30, September 30, December 31, 2017 (In thousands, except per share data) Net revenues $ 86,097 $ 118,990 $ 91,015 $ 106,259 Gross profit (1) 40,042 71,235 45,439 64,192 Loss from continuing operations (51,347 ) (8,894 ) (36,139 ) (33,222 ) Net (loss) income (61,586 ) (29,383 ) (36,364 ) 8,604 Net (loss) income attributable to Synchronoss (2) (58,697 ) (26,568 ) (35,088 ) 10,915 Basic: Continuing operations (3) $ (0.96 ) $ (0.44 ) $ (0.98 ) $ (1.75 ) Discontinued operations (3) (0.37 ) (0.16 ) 0.20 1.99 $ (1.33 ) $ (0.60 ) $ (0.78 ) $ 0.24 Diluted: Continuing operations (3) $ (0.96 ) $ (0.44 ) $ (0.98 ) $ (1.75 ) Discontinued operations (3) (0.37 ) (0.16 ) 0.20 1.99 $ (1.33 ) $ (0.60 ) $ (0.78 ) $ 0.24 The following tables includes unaudited financial data for the fiscal year quarters in 2016 and 2015 , which have been adjusted for discontinued operations: Quarter Ended (Restated) March 31, June 30, September 30, December 31, 2016 (In thousands, except per share data) Net revenues $ 78,246 $ 121,101 $ 119,936 $ 107,011 Gross profit (1) 32,095 72,921 70,798 55,796 Loss from continuing operations (45,343 ) (13,348 ) (12,226 ) (51,687 ) Net (loss) income (32,336 ) 4,692 (785 ) 25,120 Net (loss) income attributable to Synchronoss (2) (29,329 ) 7,832 2,562 30,829 Basic: Continuing operations (3) $ (0.65 ) $ (0.26 ) $ (0.15 ) $ (0.74 ) Discontinued operations (3) (0.03 ) 0.44 0.21 1.45 $ (0.68 ) $ 0.18 $ 0.06 $ 0.71 Diluted: Continuing operations (3) $ (0.65 ) $ (0.26 ) $ (0.15 ) $ (0.74 ) Discontinued operations (3) (0.03 ) 0.44 0.21 1.45 $ (0.68 ) $ 0.18 $ 0.06 $ 0.71 Quarter Ended (Restated) March 31, June 30, September 30, December 31, 2015 (In thousands, except per share data) Net revenues $ 109,641 $ 87,710 $ 88,747 $ 86,463 Gross profit (1) 76,739 51,765 48,482 40,765 Net income (loss) from continuing operations 18,267 (7,328 ) (15,955 ) (32,097 ) Net income (loss) 19,738 7,409 (8,858 ) (15,804 ) Net income (loss) attributable to Synchronoss (2) 19,738 7,409 (8,858 ) (15,176 ) Basic: Continuing operations (3) $ 0.33 $ (0.39 ) $ (0.24 ) $ (0.57 ) Discontinued operations (3) 0.15 0.56 0.03 0.22 $ 0.48 $ 0.17 $ (0.21 ) $ (0.35 ) Diluted: Continuing operations (3) $ 0.30 $ (0.39 ) $ (0.24 ) $ (0.57 ) Discontinued operations (3) 0.13 0.56 0.03 0.22 $ 0.43 $ 0.17 $ (0.21 ) $ (0.35 ) __________________________________________________________ (1) Gross profit is defined as net revenues less cost of services and excludes depreciation and amortization expense. (2) Net loss for the quarter ended March 31, 2016 included a $0.7 million income tax expense adjustment related to the elimination of the additional paid-in-capital (“APIC”) Pool as a result of the adoption of ASU 2016-09. (3) Per common share amounts for the quarters and full year have been calculated separately. Accordingly, quarterly amounts do not add to the annual amount because of differences in the number of weighted-average common shares outstanding during each period which results principally from the effect of issuing shares of the Company’s common stock and options throughout the year. |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the Consolidated Balance Sheet as previously reported, restatement adjustments and the 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 current 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 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 The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended 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 Net revenues $ 476,750 $ (39,492 ) $ 9,435 $ (20,399 ) $ — $ — $ 426,294 Costs and expenses: Cost of services 194,198 — — (43 ) 529 — 194,684 Research and development 106,681 — — — 7,812 — 114,493 Selling, general and administrative 131,106 155 (4,470 ) 461 (1,024 ) — 126,228 Net change in contingent consideration obligation 10,930 — — (9,736 ) — — 1,194 Restructuring charges 6,333 — — — — — 6,333 Depreciation and amortization 99,311 — — (4,452 ) 11,107 — 105,966 Total costs and expenses 548,559 155 (4,470 ) (13,770 ) 18,424 — 548,898 Loss from continuing operations (71,809 ) (39,647 ) 13,905 (6,629 ) (18,424 ) — (122,604 ) Interest income 2,428 — — (340 ) (181 ) — 1,907 Interest expense (7,013 ) — — 374 200 (975 ) (7,414 ) Other expense, net 1,863 — 253 (830 ) (264 ) — 1,022 Loss from continuing operations, before taxes (74,531 ) (39,647 ) 14,158 (7,425 ) (18,669 ) (975 ) (127,089 ) Benefit for income taxes 7,990 — — — — 25,230 33,220 Net loss from continuing operations (66,541 ) (39,647 ) 14,158 (7,425 ) (18,669 ) 24,255 (93,869 ) Net income from discontinued operations, net of tax 74,533 — (397 ) 17,844 — (1,420 ) 90,560 Net loss 7,992 (39,647 ) 13,761 10,419 (18,669 ) 22,835 (3,309 ) Net loss attributable to redeemable noncontrolling interests (11,596 ) — — — (3,607 ) — (15,203 ) Net loss attributable to Synchronoss $ 19,588 $ (39,647 ) $ 13,761 $ 10,419 $ (15,062 ) $ 22,835 $ 11,894 Basic: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Diluted: Continuing operations $ (1.26 ) $ (1.81 ) Discontinued operations 1.71 2.08 $ 0.45 $ 0.27 Weighted-average common shares outstanding: Basic 43,571 43,551 Diluted 43,571 43,551 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Operations as previously reported, restatement adjustments and the Consolidated Statement of Operations as restated for the year ended December 31, 2015: 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 $ 428,117 $ (26,908 ) $ 1,442 $ (30,090 ) $ — $ — $ 372,561 Costs and expenses: Cost of services 155,287 — — (17 ) (460 ) — 154,810 Research and development 91,430 — — — 1,333 — 92,763 Selling, general and administrative 88,411 — (3,042 ) — (778 ) — 84,591 Net change in contingent consideration obligation 760 — — 755 — — 1,515 Restructuring charges 4,946 — — — — — 4,946 Depreciation and amortization 72,152 — — (136 ) (967 ) — 71,049 Total costs and expenses 412,986 — (3,042 ) 602 (872 ) — 409,674 Loss from continuing operations 15,131 (26,908 ) 4,484 (30,692 ) 872 — (37,113 ) Interest income 2,047 — — — — — 2,047 Interest expense (5,711 ) — — — — — (5,711 ) Other expense, net 372 — (52 ) (16 ) 303 — 607 Loss from continuing operations, before taxes 11,839 (26,908 ) 4,432 (30,708 ) 1,175 — (40,170 ) Benefit for income taxes (5,424 ) — (534 ) — — 8,346 2,388 Net loss from continuing operations 6,415 (26,908 ) 3,898 (30,708 ) 1,175 8,346 (37,782 ) Net income from discontinued operations, net of tax 40,267 — — — — — 40,267 Net loss 46,682 (26,908 ) 3,898 (30,708 ) 1,175 8,346 2,485 Net loss attributable to redeemable noncontrolling interests 6,052 — — — (6,680 ) — (628 ) Net loss attributable to Synchronoss $ 40,630 $ (26,908 ) $ 3,898 $ (30,708 ) $ 7,855 $ 8,346 $ 3,113 Basic: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Diluted: Continuing operations $ 0.01 $ (0.88 ) Discontinued operations 0.95 0.95 $ 0.96 $ 0.07 Weighted-average common shares outstanding: Basic 42,284 42,284 Diluted 42,284 42,284 * Cost of services excludes depreciation and amortization which is shown separately. † See Note 3 - Summary of Significant Accounting Policies . The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended 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 Net (loss) income $ 7,992 $ (39,647 ) $ 13,761 $ 10,419 $ (18,669 ) $ 22,835 $ (3,309 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (4,042 ) — 12 — 23 (107 ) (4,114 ) Unrealized gain (loss) on securities 198 — (141 ) — (161 ) 107 3 Net loss on intra-entity foreign currency transactions (725 ) — — — — — (725 ) Total other comprehensive loss (4,569 ) — (129 ) — (138 ) — (4,836 ) Comprehensive (loss) income $ 3,423 $ (39,647 ) $ 13,632 $ 10,419 $ (18,807 ) $ 22,835 $ (8,145 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ (11,596 ) $ — $ — $ — $ (3,607 ) $ — $ (15,203 ) Total comprehensive (loss) income attributable to Synchronoss $ 15,019 $ (39,647 ) $ 13,632 $ 10,419 $ (15,200 ) $ 22,835 $ 7,058 The following table presents the Consolidated Statement of Comprehensive Income as previously reported, restatement adjustments and the Consolidated Statement of Comprehensive Income as restated for the year ended December 31, 2015: 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 $ 46,682 $ (26,908 ) $ 3,898 $ (30,708 ) $ 1,175 $ 8,346 $ 2,485 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (17,281 ) — 547 — (58 ) (913 ) (17,705 ) Unrealized gain (loss) on securities (54 ) — — — 53 (19 ) (20 ) Net loss on intra-entity foreign currency transactions (1,335 ) — — — — — (1,335 ) Total other comprehensive loss (18,670 ) — 547 — (5 ) (932 ) (19,060 ) Comprehensive (loss) income $ 28,012 $ (26,908 ) $ 4,445 $ (30,708 ) $ 1,170 $ 7,414 $ (16,575 ) Comprehensive (loss) attributable to redeemable noncontrolling interests $ 6,052 $ — $ — $ — $ (6,680 ) $ — $ (628 ) Total comprehensive (loss) income attributable to Synchronoss $ 21,960 $ (26,908 ) $ 4,445 $ (30,708 ) $ 7,850 $ 7,414 $ (15,947 ) The following table presents the Consolidated Statement of Stockholders equity as previously reported, restatement adjustments and the Consolidated Statement of Stockholders’ Equity as restated for the year ended December 31, 2014: Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Stockholders’ Equity Common Stock Treasury Stock Shares Amount Shares Amount Balance at December 31, 2014 (As Previously Reported) 46,444 $ 4 (3,733 ) $ (66,336 ) $ 454,740 $ (20,014 ) $ 160,713 529,107 Adjustments from: Revenue - Hosting, before income tax effect — — — — — — (20,152 ) (20,152 ) Revenue - Evidence of Arrangement and Other Revenue, before income tax effect — — — — — 240 (60,478 ) (60,238 ) Acquisitions & Divestiture, before income tax effect — — — — — — (5,960 ) (5,960 ) Capitalized Software and Other, before income tax effect 176 — (159 ) (1,991 ) 2,408 281 (4,599 ) (3,901 ) Income tax adjustments — — — — — 1,039 23,569 24,608 Total adjustments 176 — (159 ) (1,991 ) 2,408 1,560 (67,620 ) (65,643 ) Balance at December 31, 2014 (As Restated) 46,620 $ 4 (3,892 ) $ (68,327 ) $ 457,148 $ (18,454 ) $ 93,093 $ 463,464 The following table presents the Consolidated Statement of Cash Flows as previously reported, restatement adjustments, the effect of early adopting Accounting Standard Update (“ASU”) 2016-18 Statement of Cash Flows (Topic 230) and the Consolidated Statement of Cash Flows as restated for the year ended December 31, 2016: As Previously Reported Adjustments Effect of Early Adoption of ASU 2016-18 As Restated Operating activities: Net loss continuing operations $ (66,541 ) $ (27,328 ) $ — $ (93,869 ) Net loss from discontinued operations 74,533 16,027 — 90,560 Gain (loss) on sale of discontinued operations, net of tax (95,311 ) (17,818 ) — (113,129 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 99,311 (4,400 ) — 94,911 Impairment of long-lived assets and capitalized software — 11,055 — 11,055 Amortization of debt issuance costs 1,607 — — 1,607 Accrued PIK interest — (34 ) — (34 ) Gain (loss) on disposals (952 ) 830 — (122 ) Discontinued operations non-cash and working capital adjustments — 371 — 371 Amortization of bond premium 1,416 — — 1,416 Deferred income taxes 32,826 (15,678 ) — 17,148 Non-cash interest on leased facility 1,111 281 — 1,392 Stock-based compensation 33,979 199 — 34,178 Contingent consideration obligation 10,930 (9,736 ) — 1,194 Changes in operating assets and liabilities: — — Accounts receivable, net of allowance for doubtful accounts (1,662 ) (11,988 ) — (13,650 ) Prepaid expenses and other current assets 12,644 19,004 — 31,648 Other assets 10,054 (1,174 ) — 8,880 Accounts payable (11,139 ) 1,050 — (10,089 ) Accrued expenses 22,024 (29,547 ) — (7,523 ) Other liabilities (6,558 ) — — (6,558 ) Deferred revenues 24,317 30,856 — 55,173 Net cash provided by operating activities 142,589 (38,030 ) — 104,559 Investing activities: Purchases of fixed assets (58,542 ) 15,972 — (42,570 ) Purchases of intangible assets and capitalized software — (7,677 ) — (7,677 ) Purchases of marketable securities available-for-sale (13,445 ) — — (13,445 ) Maturities of marketable securities available-for-sale 82,904 — — 82,904 Change in restricted cash (30,000 ) — 30,000 — Proceeds from the sale of discontinued operations 18,135 9,200 — 27,335 Businesses acquired, net of cash (98,428 ) 12,106 — (86,322 ) Net cash provided by (used in) investing activities (99,376 ) 29,601 30,000 (39,775 ) Financing activities: Proceeds from the exercise of stock options 13,912 (279 ) — 13,633 Taxes paid on withholding shares (8,885 ) 8,885 — — Debt issuance costs related to the Credit Facility (1,346 ) — — (1,346 ) Borrowings on revolving line of credit 144,000 — — 144,000 Repayment of revolving line of credit (115,000 ) — — (115,000 ) Repurchases of common stock (40,025 ) — — (40,025 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 2,183 — — 2,183 Repayments of capital lease obligations (3,815 ) — — (3,815 ) Net cash (used in) provided by financing activities (8,976 ) 8,606 — (370 ) Effect of exchange rate changes on cash (853 ) — — (853 ) Net increase in cash and cash equivalents 33,384 177 30,000 63,561 Cash and cash equivalents at beginning of period 147,634 238 — 147,872 Cash and cash equivalents at end of period 181,018 415 30,000 211,433 Cash and cash equivalents 181,018 (11,217 ) — 169,801 Restricted cash — 11,632 30,000 41,632 Total cash and cash equivalents at end of period 181,018 415 30,000 211,433 Supplemental disclosures of cash flow information: Cash paid for income taxes 4,661 4,661 Cash paid for interest 6,981 6,981 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock in connection with Openwave acquisition $ 22,000 $ 22,000 As Previously Reported Adjustments As Restated Operating activities: Net loss continuing operations $ 6,415 $ (44,197 ) $ (37,782 ) Net loss from discontinued operations 40,267 — 40,267 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 72,152 (1,103 ) 71,049 Amortization of debt issuance costs 1,501 — 1,501 Gain (loss) on disposals 16 — 16 Amortization of bond premium 1,705 — 1,705 Deferred income taxes 8,319 (8,772 ) (453 ) Non-cash interest on leased facility 924 — 924 Stock-based compensation 31,711 (307 ) 31,404 Contingent consideration obligation (772 ) 757 (15 ) Changes in operating assets and liabilities: Accounts receivable, net of allowance for doubtful accounts (27,577 ) 7,803 (19,774 ) Prepaid expenses and other current assets (8,543 ) (514 ) (9,057 ) Other assets (4,282 ) 531 (3,751 ) Accounts payable 6,185 (13,948 ) (7,763 ) Accrued expenses 16,333 (17,043 ) (710 ) Other liabilities (402 ) 2,530 2,128 Deferred revenues (4,130 ) 26,427 22,297 Net cash provided by operating activities 139,822 (47,836 ) 91,986 Investing activities: Purchases of fixed assets (59,960 ) 2,294 (57,666 ) Purchases of intangible assets and capitalized software (1,200 ) (1,353 ) (2,553 ) Purchases of marketable securities available-for-sale (139,569 ) — (139,569 ) Maturities of marketable securities available-for-sale 106,210 — 106,210 Change in restricted cash — — — Businesses acquired, net of cash (131,592 ) 30,090 (101,502 ) Net cash provided by (used in) investing activities (226,111 ) 31,031 (195,080 ) Financing activities: Proceeds from the exercise of stock options 19,936 — 19,936 Taxes paid on withholding shares (17,043 ) 17,043 — Payments on contingent consideration obligation (4,468 ) — (4,468 ) Proceeds from the sale of treasury stock in connection with an employee stock purchase plan 1,902 — 1,902 Repayments of capital lease obligations (2,021 ) — (2,021 ) Net cash (used in) provided by financing activities (1,694 ) 17,043 15,349 Effect of exchange rate changes on cash (350 ) — (350 ) Net increase in cash and cash equivalents (88,333 ) 238 (88,095 ) Cash and cash equivalents at beginning of period 235,967 — 235,967 Cash and cash equivalents at end of period $ 147,634 $ 238 $ 147,872 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 29,868 $ 29,868 Cash paid for interest $ 5,791 $ 5,791 * Note there was no effect of early adopting ASU Topic 230 See accompanying notes to consolidated financial statements. The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 123,319 $ — $ — $ — $ (12,975 ) $ — $ 110,344 Restricted cash — — — — 12,975 — 12,975 Marketable securities 16,973 — — — — — 16,973 Accounts receivable, net 208,607 (155 ) (60,711 ) — 8,486 — 156,227 Prepaid expenses and other current assets 45,972 — — 862 (143 ) 649 47,340 Assets of discontinued operations, current 10,970 — — — (9,338 ) — 1,632 Total current assets 405,841 (155 ) (60,711 ) 862 (995 ) 649 345,491 Marketable securities 3,968 — — — — — 3,968 Property and equipment, net 168,083 — — — 3,465 — 171,548 Goodwill 275,914 — — (54,903 ) 16,490 (3,896 ) 233,605 Intangible assets, net 215,666 — — (20,941 ) (8,560 ) — 186,165 Deferred tax assets 1,904 — — — — 40,296 42,200 Other assets 9,920 — — (1,315 ) 1,451 — 10,056 Assets of discontinued operations, non-current 43,433 — — — (17,655 ) — 25,778 Total Assets $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 28,724 $ — $ — $ — $ — $ — $ 28,724 Accrued expenses 54,066 — 5,229 441 300 (1,505 ) 58,531 Deferred revenues 26,106 22,288 1,628 (4,345 ) 2 — 45,679 Contingent consideration obligation 8,229 — — (4,824 ) — — 3,405 Short-term debt 38,000 — — — — — 38,000 Total current liabilities 155,125 22,288 6,857 (8,728 ) 302 (1,505 ) 174,339 Lease financing obligation - long term 13,082 — — 43 — — 13,125 Convertible debt 225,938 — — — — — 225,938 Deferred tax liability 26,397 — — — — (16,380 ) 10,017 Deferred revenues — 41,934 17,274 — — — 59,208 Other liabilities 20,399 — (16,691 ) — 1,569 2,731 8,008 Commitments and contingencies Redeemable noncontrolling interests 52,616 — — (28,898 ) 1,562 — 25,280 Stockholder's equity Common stock 3 — — — — — 3 Treasury stock (95,183 ) — — — (1,584 ) — (96,767 ) Additional paid-in capital 561,992 — — (7,667 ) (6,702 ) — 547,623 Accumulated other comprehensive loss (31,788 ) — 639 — 295 107 (30,747 ) Retained earnings 196,148 (64,377 ) (68,790 ) (31,047 ) (1,246 ) 52,096 82,784 Total stockholders' equity 631,172 (64,377 ) (68,151 ) (38,714 ) (9,237 ) 52,203 502,896 Total liabilities & stockholders' equity $ 1,124,729 $ (155 ) $ (60,711 ) $ (76,297 ) $ (5,804 ) $ 37,049 $ 1,018,811 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 111,028 $ — $ — $ — $ (21,042 ) $ — $ 89,986 Restricted cash — — — — 21,042 — 21,042 Marketable securities 62,274 — — — — — 62,274 Accounts receivable, net 154,061 (174 ) (41,754 ) — 8,110 — 120,243 Prepaid expenses and other current assets 47,677 — — 724 (142 ) 649 48,908 Assets of discontinued operations, current 10,595 — — — (8,963 ) — 1,632 Total current assets 385,635 (174 ) (41,754 ) 724 (995 ) 649 344,085 Marketable securities 13,949 — — — — — 13,949 Property and equipment, net 167,135 — — — 3,372 — 170,507 Goodwill 278,315 — — (54,901 ) 16,488 (3,896 ) 236,006 Intangible assets, net 222,045 — — (22,052 ) (5,602 ) — 194,391 Deferred tax assets 1,902 — — — — 32,862 34,764 Other assets 10,050 — — (1,289 ) 1,610 — 10,371 Assets of discontinued operations, non-current 44,001 — — — (17,815 ) — 26,186 Total Assets $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 35,150 $ — $ — $ — $ — $ — $ 35,150 Accrued expenses 52,534 — 16,005 285 300 (1,505 ) 67,619 Deferred revenues 28,009 15,494 1,890 (3,251 ) 2 — 42,144 Contingent consideration obligation 7,657 — — (2,903 ) — — 4,754 Short-term debt 47,000 — — — — — 47,000 Total current liabilities 170,350 15,494 17,895 (5,869 ) 302 (1,505 ) 196,667 Lease financing obligation - long term 13,623 — — 45 — — 13,668 Convertible debt 225,585 — — — — — 225,585 Deferred tax liability 29,716 — — — — (16,380 ) 13,336 Deferred revenues — 42,266 19,241 — — — 61,507 Other liabilities 22,545 — (18,585 ) — 1,633 2,731 8,324 Commitments and contingencies Redeemable noncontrolling interests 55,459 — — (28,982 ) (1,197 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (95,812 ) — — — (2,676 ) — (98,488 ) Additional paid-in capital 547,970 — — (7,667 ) 45 — 540,348 Accumulated other comprehensive loss (34,880 ) — 670 — 295 107 (33,808 ) Retained earnings 188,472 (57,934 ) (60,975 ) (35,045 ) (1,344 ) 44,662 77,836 Total stockholders' equity 605,754 (57,934 ) (60,305 ) (42,712 ) (3,680 ) 44,769 485,892 Total liabilities & stockholders' equity $ 1,123,032 $ (174 ) $ (41,754 ) $ (77,518 ) $ (2,942 ) $ 29,615 $ 1,030,259 The following table presents the Consolidated Balance Sheet (unaudited) as previously reported, restatement adjustments and the Consolidated Balance Sheet (unaudited) as adjusted at March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted ASSETS Current assets: Cash and cash equivalents $ 113,084 $ — $ — $ — $ (26,302 ) $ — $ 86,782 Restricted cash — — — — 26,302 — 26,302 Marketable securities 63,713 — — — — — 63,713 Accounts receivable, net 150,790 (42 ) (42,041 ) — 7,659 — 116,366 Prepaid expenses and other current assets 53,236 — — 420 (817 ) 649 53,488 Assets of discontinued operations, current 9,503 — — — (8,415 ) — 1,088 Total current assets 390,326 (42 ) (42,041 ) 420 (1,573 ) 649 347,739 Marketable securities 17,934 — — — — — 17,934 Property and equipment, net 162,040 — — — 3,580 — 165,620 Goodwill 271,666 — — (55,637 ) 16,488 (3,896 ) 228,621 Intangible assets, net 230,986 — — (23,163 ) (3,462 ) — 204,361 Deferred tax assets 5,176 — — — — 25,257 30,433 Other assets 10,867 — — (420 ) 1,768 — 12,215 Assets of discontinued operations, non-current 44,568 — — — (17,974 ) — 26,594 Total Assets $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 ** Certain amounts reflected in this column have been adjusted for retrospective application of discontinued operations. Adjustments As Previously Reported (Adjusted) Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 33,171 $ — $ — $ — $ — $ — $ 33,171 Accrued expenses 48,695 — 29,763 (11 ) 299 (1,504 ) 77,242 Deferred revenues 32,113 8,860 1,378 (3,777 ) 75 — 38,649 Contingent consideration obligation 1,271 — — 373 — — 1,644 Short-term debt 50,000 — — — — — 50,000 Total current liabilities 165,250 8,860 31,141 (3,415 ) 374 (1,504 ) 200,706 Lease financing obligation - long term 14,047 — — 47 — — 14,094 Convertible debt 225,231 — — — — — 225,231 Deferred tax liability 23,096 — — — — (16,380 ) 6,716 Deferred revenues — 36,039 6,646 — — — 42,685 Other liabilities 19,900 — (4,114 ) — 1,696 2,731 20,213 Commitments and contingencies Redeemable noncontrolling interests 58,323 — — (29,066 ) (3,977 ) — 25,280 Stockholder's equity Common stock 4 — — — — — 4 Treasury stock (72,368 ) — — — (2,676 ) — (75,044 ) Additional paid-in capital 535,945 — — (7,667 ) 7,248 — 535,526 Accumulated other comprehensive loss (29,254 ) — 562 — 294 107 (28,291 ) Retained earnings 193,389 (44,941 ) (76,276 ) (38,699 ) (4,132 ) 37,056 66,397 Total stockholders' equity 627,716 (44,941 ) (75,714 ) (46,366 ) 734 37,163 498,592 Total liabilities & stockholders' equity $ 1,133,563 $ (42 ) $ (42,041 ) $ (78,800 ) $ (1,173 ) $ 22,010 $ 1,033,517 The following table presents the Consolidated Statement of Operations (unaudited) as previously reported, restatement adjustments and the Consolidated Statement of Operations (unaudited) as adjusted for the three months ended December 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 121,796 $ (22,331 ) $ 18,958 $ (11,412 ) $ — $ — $ 107,011 Costs and expenses: Cost of services 50,210 — — 64 941 — 51,215 Research and development 28,273 — — — 1,316 — 29,589 Selling, general and administrative 43,297 — (1,752 ) (75 ) 137 — 41,607 Net change in contingent consideration obligation 3,631 — — (4,203 ) — — (572 ) Restructuring charges 1,360 — — — — — 1,360 Depreciation and amortization 25,302 — — (1,119 ) 11,316 — 35,499 Total costs and expenses 152,073 — (1,752 ) (5,333 ) 13,710 — 158,698 Loss from continuing operations (30,277 ) (22,331 ) 20,710 (6,079 ) (13,710 ) — (51,687 ) Interest income 936 — — (340 ) (181 ) — 415 Interest expense (2,007 ) — — 374 200 (975 ) (2,408 ) Other expense, net 2,049 — (69 ) (830 ) (264 ) — 886 Loss from continuing operations, before taxes (29,299 ) (22,331 ) 20,641 (6,875 ) (13,955 ) (975 ) (52,794 ) Benefit for income taxes 7,176 — — — — 7,284 14,460 Net loss from continuing operations (22,123 ) (22,331 ) 20,641 (6,875 ) (13,955 ) 6,309 (38,334 ) Net income from discontinued operations, net of tax 43,668 — 5,329 18,116 — (3,659 ) 63,454 Net loss 21,545 (22,331 ) 25,970 11,241 (13,955 ) 2,650 25,120 Net loss attributable to redeemable noncontrolling interests (2,760 ) — — — (2,949 ) — (5,709 ) Net loss attributable to Synchronoss $ 24,305 $ (22,331 ) $ 25,970 $ 11,241 $ (11,006 ) $ 2,650 $ 30,829 Basic: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Diluted: Continuing operations $ (0.44 ) $ (0.74 ) Discontinued operations 0.99 1.45 $ 0.55 $ 0.71 Weighted-average common shares outstanding: Basic 43,814 43,814 Diluted 43,814 43,814 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended September 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 132,480 $ (6,440 ) $ (7,648 ) $ 1,544 $ — $ — $ 119,936 Costs and expenses: Cost of services 49,073 — — 65 — — 49,138 Research and development 28,141 — — — 2,889 — 31,030 Selling, general and administrative 30,934 2 (2,246 ) 156 (19 ) — 28,827 Net change in contingent consideration obligation 572 — — (1,921 ) — — (1,349 ) Restructuring charges 924 — — — — — 924 Depreciation and amortization 24,692 — — (1,111 ) 11 — 23,592 Total costs and expenses 134,336 2 (2,246 ) (2,811 ) 2,881 — 132,162 Loss from continuing operations (1,856 ) (6,442 ) (5,402 ) 4,355 (2,881 ) — (12,226 ) Interest income 271 — — — — — 271 Interest expense (1,596 ) — — — — — (1,596 ) Other expense, net (167 ) — 16 — — — (151 ) Loss from continuing operations, before taxes (3,348 ) (6,442 ) (5,386 ) 4,355 (2,881 ) — (13,702 ) Benefit for income taxes (1,621 ) — — — — 5,231 3,610 Net loss from continuing operations (4,969 ) (6,442 ) (5,386 ) 4,355 (2,881 ) 5,231 (10,092 ) Net income from discontinued operations, net of tax 9,802 — (2,427 ) (272 ) (1 ) 2,205 9,307 Net loss 4,833 (6,442 ) (7,813 ) 4,083 (2,882 ) 7,436 (785 ) Net loss attributable to redeemable noncontrolling interests (2,843 ) — — — (504 ) — (3,347 ) Net loss attributable to Synchronoss $ 7,676 $ (6,442 ) $ (7,813 ) $ 4,083 $ (2,378 ) $ 7,436 $ 2,562 Basic: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Diluted: Continuing operations $ (0.05 ) $ (0.15 ) Discontinued operations 0.23 0.21 $ 0.18 $ 0.06 Weighted-average common shares outstanding: Basic 43,560 43,560 Diluted 43,560 43,560 * 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended June 30, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestiture Capitalized Software and Other Income Taxes As Adjusted Net revenues $ 118,255 $ (12,840 ) $ 16,211 $ (525 ) $ — $ — $ 121,101 Costs and expenses: Cost of services 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 for income taxes 2,074 — — — — (2,444 ) (370 ) Net loss 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 (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 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. † See Note 3 - Summary of Significant Accounting Policies . for the three months ended March 31, 2016: (Unaudited) Adjustments As Previously Reported** Revenue - Hosting Revenue - Evidence of Arrangement and Other Revenue Acquisitions & Divestitur |
Restatement of Previously Iss47
Restatement of Previously Issued Consolidated Financial Statements Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Loss from continuing operations, before taxes | $ 52,794 | $ 13,702 | $ 13,923 | $ 46,670 | $ 32,228 | $ 17,778 | $ 7,803 | $ (17,639) | $ 229,087 | $ 127,089 | $ 40,170 | ||||
Net loss from continuing operations | $ (8,604) | $ 36,364 | $ 29,383 | $ 61,586 | $ (25,120) | $ 785 | $ (4,692) | $ 32,336 | $ 15,804 | $ 8,858 | $ (7,409) | $ (19,738) | $ 118,729 | $ 3,309 | $ (2,485) |
Restatement of Previously Iss48
Restatement of Previously Issued Consolidated Financial Statements Restated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Current assets: | ||||||||||
Cash and cash equivalents | $ 156,299 | $ 169,801 | $ 110,344 | $ 89,986 | $ 86,782 | $ 147,872 | $ 235,967 | |||
Restricted cash | 89,826 | [1] | 41,632 | [1] | 12,975 | 21,042 | 26,302 | 0 | ||
Marketable securities | 3,111 | 12,506 | 16,973 | 62,274 | 63,713 | |||||
Accounts receivable, net | 78,186 | [1] | 107,474 | [1] | 156,227 | 120,243 | 116,366 | |||
Prepaid expenses and other current assets | 43,557 | 38,277 | 47,340 | 48,908 | 53,488 | |||||
Total current assets | 370,979 | 369,690 | 345,491 | 344,085 | 347,739 | |||||
Restricted cash | 0 | |||||||||
Marketable securities | 0 | 2,974 | 3,968 | 13,949 | 17,934 | |||||
Property and equipment, net | 111,825 | 158,205 | 171,548 | 170,507 | 165,620 | |||||
Goodwill | 237,303 | 224,651 | 233,605 | 236,006 | 228,621 | 149,928 | ||||
Intangible assets, net | 132,167 | 162,968 | 186,165 | 194,391 | 204,361 | |||||
Deferred tax assets | 0 | 13,286 | ||||||||
Other assets | 5,236 | 8,658 | 10,056 | 10,371 | 12,215 | |||||
Note receivable from related party | [1] | 73,984 | 70,269 | |||||||
Equity method investment | 33,917 | 43,650 | ||||||||
Total Assets | 965,411 | 1,054,351 | 1,018,811 | 1,030,259 | 1,033,517 | |||||
Current liabilities: | ||||||||||
Accounts payable | 5,959 | 17,057 | 28,724 | 35,150 | 33,171 | |||||
Accrued expenses | 72,739 | 76,882 | 58,531 | 67,619 | 77,242 | |||||
Deferred revenues | 75,829 | 57,430 | 45,679 | 42,144 | 38,649 | |||||
Contingent consideration obligation | 0 | 2,833 | 3,405 | 4,754 | 1,644 | |||||
Short-term debt | 0 | 29,000 | 38,000 | 47,000 | 50,000 | |||||
Total current liabilities | 192,486 | 183,202 | 174,339 | 196,667 | 200,706 | |||||
Lease financing obligation - long term | 11,183 | 12,450 | 13,125 | 13,668 | 14,094 | |||||
Convertible debt, net of debt issuance costs | 227,704 | 226,291 | 225,938 | 225,585 | 225,231 | |||||
Deferred tax liabilities | 13,735 | 3,508 | ||||||||
Deferred revenues | 25,241 | 65,630 | 59,208 | 61,507 | 42,685 | |||||
Other liabilities | 6,195 | 8,193 | 8,008 | 8,324 | 20,213 | |||||
Redeemable noncontrolling interests | 25,280 | 25,280 | 25,280 | 25,280 | 25,280 | |||||
Stockholders’ equity: | ||||||||||
Common stock | 5 | 5 | 3 | 4 | 4 | |||||
Treasury stock | (105,584) | (106,631) | (96,767) | (98,488) | (75,044) | |||||
Additional paid-in capital | 597,553 | 571,153 | 547,623 | 540,348 | 535,526 | |||||
Accumulated other comprehensive loss | (23,373) | (42,350) | (30,747) | (33,808) | (28,291) | |||||
Retained earnings | (5,014) | 107,620 | 82,784 | 77,836 | 66,397 | |||||
Total stockholders’ equity | 463,587 | 529,797 | 502,896 | 485,892 | 498,592 | 505,329 | 463,464 | |||
Total liabilities and stockholders’ equity | $ 965,411 | 1,054,351 | 1,018,811 | 1,030,259 | 1,033,517 | |||||
As Previously Reported | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 181,018 | 123,319 | 111,028 | 113,084 | 147,634 | 235,967 | ||||
Restricted cash | 0 | 0 | 0 | 0 | ||||||
Marketable securities | 12,506 | 16,973 | 62,274 | 63,713 | ||||||
Accounts receivable, net | 137,233 | 208,607 | 154,061 | 150,790 | ||||||
Prepaid expenses and other current assets | 33,696 | 45,972 | 47,677 | 53,236 | ||||||
Total current assets | 364,453 | 405,841 | 385,635 | 390,326 | ||||||
Restricted cash | 30,000 | |||||||||
Marketable securities | 2,974 | 3,968 | 13,949 | 17,934 | ||||||
Property and equipment, net | 155,599 | 168,083 | 167,135 | 162,040 | ||||||
Goodwill | 269,905 | 275,914 | 278,315 | 271,666 | ||||||
Intangible assets, net | 203,864 | 215,666 | 222,045 | 230,986 | ||||||
Deferred tax assets | 1,503 | |||||||||
Other assets | 7,541 | 9,920 | 10,050 | 10,867 | ||||||
Note receivable from related party | 83,000 | |||||||||
Equity method investment | 45,890 | |||||||||
Total Assets | 1,164,729 | 1,124,729 | 1,123,032 | 1,133,563 | ||||||
Current liabilities: | ||||||||||
Accounts payable | 15,770 | 28,724 | 35,150 | 33,171 | ||||||
Accrued expenses | 69,435 | 54,066 | 52,534 | 48,695 | ||||||
Deferred revenues | 27,542 | 26,106 | 28,009 | 32,113 | ||||||
Contingent consideration obligation | 11,860 | 8,229 | 7,657 | 1,271 | ||||||
Short-term debt | 29,000 | 38,000 | 47,000 | 50,000 | ||||||
Total current liabilities | 153,607 | 155,125 | 170,350 | 165,250 | ||||||
Lease financing obligation - long term | 12,121 | 13,082 | 13,623 | 14,047 | ||||||
Convertible debt, net of debt issuance costs | 226,291 | 225,938 | 225,585 | 225,231 | ||||||
Deferred tax liabilities | 49,822 | |||||||||
Deferred revenues | 12,134 | |||||||||
Other liabilities | 3,783 | 20,399 | 22,545 | 19,900 | ||||||
Redeemable noncontrolling interests | 49,856 | 52,616 | 55,459 | 58,323 | ||||||
Stockholders’ equity: | ||||||||||
Common stock | 5 | 3 | 4 | 4 | ||||||
Treasury stock | (95,183) | (95,183) | (95,812) | (72,368) | ||||||
Additional paid-in capital | 575,093 | 561,992 | 547,970 | 535,945 | ||||||
Accumulated other comprehensive loss | (43,253) | (31,788) | (34,880) | (29,254) | ||||||
Retained earnings | 220,453 | 196,148 | 188,472 | 193,389 | ||||||
Total stockholders’ equity | 657,115 | 631,172 | 605,754 | 627,716 | 529,107 | |||||
Total liabilities and stockholders’ equity | 1,164,729 | 1,124,729 | 1,123,032 | 1,133,563 | ||||||
Adjustments | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | (11,217) | $ 238 | 0 | |||||||
Stockholders’ equity: | ||||||||||
Total stockholders’ equity | (65,643) | |||||||||
Revenue - Hosting, before income tax effect | Adjustments | ||||||||||
Current assets: | ||||||||||
Accounts receivable, net | (344) | (155) | (174) | (42) | ||||||
Total current assets | (344) | (155) | (174) | (42) | ||||||
Total Assets | (344) | (155) | (174) | (42) | ||||||
Current liabilities: | ||||||||||
Deferred revenues | 33,398 | 22,288 | 15,494 | 8,860 | ||||||
Total current liabilities | 33,398 | 22,288 | 15,494 | 8,860 | ||||||
Deferred revenues | 52,965 | 41,934 | 42,266 | 36,039 | ||||||
Stockholders’ equity: | ||||||||||
Retained earnings | (86,707) | (64,377) | (57,934) | (44,941) | ||||||
Total stockholders’ equity | (86,707) | (64,377) | (57,934) | (44,941) | (20,152) | |||||
Total liabilities and stockholders’ equity | (344) | (155) | (174) | (42) | ||||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | ||||||||||
Current assets: | ||||||||||
Accounts receivable, net | (36,509) | (60,711) | (41,754) | (42,041) | ||||||
Total current assets | (36,509) | (60,711) | (41,754) | (42,041) | ||||||
Total Assets | (36,509) | (60,711) | (41,754) | (42,041) | ||||||
Current liabilities: | ||||||||||
Accrued expenses | 5,274 | |||||||||
Deferred revenues | (151) | 1,628 | 1,890 | 1,378 | ||||||
Total current liabilities | 5,123 | 6,857 | 17,895 | 31,141 | ||||||
Deferred revenues | 531 | 17,274 | 19,241 | 6,646 | ||||||
Other liabilities | (16,691) | (18,585) | (4,114) | |||||||
Stockholders’ equity: | ||||||||||
Accumulated other comprehensive loss | 658 | 639 | 670 | 562 | ||||||
Retained earnings | (42,821) | (68,790) | (60,975) | (76,276) | ||||||
Total stockholders’ equity | (42,163) | (68,151) | (60,305) | (75,714) | (5,960) | |||||
Total liabilities and stockholders’ equity | (36,509) | (60,711) | (41,754) | (42,041) | ||||||
Acquisitions & Divestiture, before income tax effect | ||||||||||
Current assets: | ||||||||||
Total Assets | (76,297) | (77,518) | (78,800) | |||||||
Current liabilities: | ||||||||||
Accrued expenses | 441 | 285 | (11) | |||||||
Deferred revenues | (4,345) | (3,251) | (3,777) | |||||||
Contingent consideration obligation | (4,824) | (2,903) | 373 | |||||||
Total current liabilities | (8,728) | (5,869) | (3,415) | |||||||
Lease financing obligation - long term | 43 | 45 | 47 | |||||||
Deferred revenues | 0 | 0 | ||||||||
Redeemable noncontrolling interests | (28,898) | (28,982) | (29,066) | |||||||
Stockholders’ equity: | ||||||||||
Additional paid-in capital | (7,667) | (7,667) | (7,667) | |||||||
Retained earnings | (31,047) | (35,045) | (38,699) | |||||||
Total stockholders’ equity | (38,714) | (42,712) | (46,366) | |||||||
Total liabilities and stockholders’ equity | (76,297) | (77,518) | (78,800) | |||||||
Acquisitions & Divestiture, before income tax effect | Adjustments | ||||||||||
Current assets: | ||||||||||
Accounts receivable, net | 7,896 | |||||||||
Prepaid expenses and other current assets | 1,408 | 862 | 724 | 420 | ||||||
Total current assets | 9,304 | 862 | 724 | 420 | ||||||
Property and equipment, net | (823) | |||||||||
Goodwill | (41,358) | (54,903) | (54,901) | (55,637) | ||||||
Intangible assets, net | (19,830) | (20,941) | (22,052) | (23,163) | ||||||
Other assets | (70) | (1,315) | (1,289) | (420) | ||||||
Note receivable from related party | (12,731) | |||||||||
Equity method investment | (2,240) | |||||||||
Total Assets | (67,748) | |||||||||
Current liabilities: | ||||||||||
Accrued expenses | 971 | |||||||||
Deferred revenues | (3,360) | |||||||||
Contingent consideration obligation | (9,027) | |||||||||
Total current liabilities | (11,416) | |||||||||
Lease financing obligation - long term | 41 | |||||||||
Redeemable noncontrolling interests | (28,813) | |||||||||
Stockholders’ equity: | ||||||||||
Additional paid-in capital | (7,667) | |||||||||
Retained earnings | (19,893) | |||||||||
Total stockholders’ equity | (27,560) | (60,238) | ||||||||
Total liabilities and stockholders’ equity | (67,748) | |||||||||
Capitalized Software and Other, before income tax effect | Adjustments | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | (11,217) | (12,975) | (21,042) | (26,302) | ||||||
Restricted cash | 41,632 | 12,975 | 21,042 | 26,302 | ||||||
Accounts receivable, net | (802) | 8,486 | 8,110 | 7,659 | ||||||
Prepaid expenses and other current assets | (1,166) | (143) | (142) | (817) | ||||||
Total current assets | 28,447 | (995) | (995) | (1,573) | ||||||
Restricted cash | (30,000) | |||||||||
Property and equipment, net | 3,429 | 3,465 | 3,372 | 3,580 | ||||||
Goodwill | 16,490 | 16,488 | 16,488 | |||||||
Intangible assets, net | (21,066) | (8,560) | (5,602) | (3,462) | ||||||
Other assets | 1,187 | 1,451 | 1,610 | 1,768 | ||||||
Total Assets | (18,003) | (5,804) | (2,942) | (1,173) | ||||||
Current liabilities: | ||||||||||
Accounts payable | 1,287 | 0 | 0 | 0 | ||||||
Accrued expenses | 246 | 300 | 300 | 299 | ||||||
Deferred revenues | 1 | 2 | 2 | 75 | ||||||
Total current liabilities | 1,534 | 302 | 302 | 374 | ||||||
Lease financing obligation - long term | 288 | |||||||||
Deferred revenues | 0 | 0 | ||||||||
Other liabilities | 1,679 | 1,569 | 1,633 | 1,696 | ||||||
Redeemable noncontrolling interests | 4,237 | (3,977) | ||||||||
Stockholders’ equity: | ||||||||||
Treasury stock | (11,448) | (1,584) | (2,676) | (2,676) | ||||||
Additional paid-in capital | 3,727 | (6,702) | 45 | 7,248 | ||||||
Accumulated other comprehensive loss | 138 | 295 | 295 | 294 | ||||||
Retained earnings | (18,158) | (1,246) | (1,344) | (4,132) | ||||||
Total stockholders’ equity | (25,741) | (9,237) | (3,680) | 734 | (3,901) | |||||
Total liabilities and stockholders’ equity | (18,003) | (5,804) | (2,942) | (1,173) | ||||||
Income tax adjustments | Adjustments | ||||||||||
Current assets: | ||||||||||
Prepaid expenses and other current assets | 4,339 | 649 | 649 | 649 | ||||||
Total current assets | 4,339 | 649 | 649 | 649 | ||||||
Goodwill | (3,896) | (3,896) | (3,896) | (3,896) | ||||||
Deferred tax assets | 11,783 | |||||||||
Total Assets | 12,226 | 37,049 | 29,615 | 22,010 | ||||||
Current liabilities: | ||||||||||
Accrued expenses | 956 | (1,505) | (1,505) | (1,504) | ||||||
Total current liabilities | 956 | (1,505) | (1,505) | (1,504) | ||||||
Deferred tax liabilities | (46,314) | |||||||||
Other liabilities | 2,731 | 2,731 | 2,731 | 2,731 | ||||||
Stockholders’ equity: | ||||||||||
Accumulated other comprehensive loss | 107 | 107 | 107 | 107 | ||||||
Retained earnings | 54,746 | 52,096 | 44,662 | 37,056 | ||||||
Total stockholders’ equity | 54,853 | 52,203 | 44,769 | 37,163 | $ 24,608 | |||||
Total liabilities and stockholders’ equity | $ 12,226 | $ 37,049 | $ 29,615 | $ 22,010 | ||||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
Restatement of Previously Iss49
Restatement of Previously Issued Consolidated Financial Statements Restated Statements of Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | $ 106,259 | $ 91,015 | $ 118,990 | $ 86,097 | $ 107,011 | $ 119,936 | $ 121,101 | $ 78,246 | $ 86,463 | $ 88,747 | $ 87,710 | $ 109,641 | $ 402,361 | [1] | $ 426,294 | [1] | $ 372,561 | [1] |
Costs and expenses: | ||||||||||||||||||
Cost of revenues | 51,215 | 49,138 | 48,180 | 46,151 | 45,698 | 40,265 | 35,945 | 32,902 | 181,453 | [2] | 194,684 | 154,810 | ||||||
Research and development | 29,589 | 31,030 | 28,047 | 25,827 | 24,193 | 24,151 | 22,466 | 21,953 | 90,850 | 114,493 | 92,763 | |||||||
Selling, general and administrative | 41,607 | 28,827 | 29,880 | 25,914 | 26,505 | 20,339 | 18,615 | 19,132 | 154,037 | 126,228 | 84,591 | |||||||
Net change in contingent consideration obligation | (572) | (1,349) | 3,110 | 5 | 1,515 | 0 | 1,194 | 1,515 | ||||||||||
Restructuring charges | 1,360 | 924 | 1,139 | 2,910 | (34) | 359 | 1,416 | 3,205 | 10,739 | 6,333 | 4,946 | |||||||
Depreciation and amortization | 35,499 | 23,592 | 24,093 | 22,782 | 20,683 | 19,588 | 16,596 | 14,182 | 94,884 | 105,966 | 71,049 | |||||||
Total costs and expenses | 158,698 | 132,162 | 134,449 | 123,589 | 118,560 | 104,702 | 95,038 | 91,374 | 531,963 | 548,898 | 409,674 | |||||||
Loss from continuing operations | (33,222) | (36,139) | (8,894) | (51,347) | (51,687) | (12,226) | (13,348) | (45,343) | (32,097) | (15,955) | (7,328) | 18,267 | (129,602) | (122,604) | (37,113) | |||
Interest income | 415 | 271 | 591 | 630 | 564 | 546 | 471 | 466 | 12,502 | [1] | 1,907 | [1] | 2,047 | [1] | ||||
Interest expense | (2,408) | (1,596) | (1,834) | (1,576) | (1,503) | (1,448) | (1,418) | (1,342) | (55,771) | (7,414) | (5,711) | |||||||
Other (expense) income, net | 886 | (151) | 668 | (381) | 808 | (921) | 472 | 248 | (17,678) | 1,022 | 607 | |||||||
Loss from continuing operations, before taxes | (52,794) | (13,702) | (13,923) | (46,670) | (32,228) | (17,778) | (7,803) | 17,639 | (229,087) | (127,089) | (40,170) | |||||||
Benefit for income taxes | 14,460 | 3,610 | (370) | 15,520 | 7,110 | 7,780 | (8,410) | (4,092) | 34,863 | 33,220 | 2,388 | |||||||
Net loss from continuing operations | (38,334) | (10,092) | (14,293) | (31,150) | (25,118) | (9,998) | (16,213) | 13,547 | (194,224) | (93,869) | (37,782) | |||||||
Net income from discontinued operations, net of taxes | 63,454 | 9,307 | 18,985 | (1,186) | 9,314 | 1,140 | 23,622 | 6,191 | 75,495 | 90,560 | 40,267 | |||||||
Net (loss) income | 8,604 | (36,364) | (29,383) | (61,586) | 25,120 | (785) | 4,692 | (32,336) | (15,804) | (8,858) | 7,409 | 19,738 | (118,729) | (3,309) | 2,485 | |||
Net (loss) income attributable to noncontrolling interests | (5,709) | (3,347) | (3,140) | (3,007) | (628) | (9,291) | (15,203) | (628) | ||||||||||
Net (loss) income attributable to Synchronoss | $ 10,915 | $ (35,088) | $ (26,568) | $ (58,697) | $ 30,829 | $ 2,562 | $ 7,832 | $ (29,329) | $ (15,176) | $ (8,858) | $ 7,409 | $ 19,738 | $ (109,438) | $ 11,894 | $ 3,113 | |||
Net income (loss) per common share attributable to Synchronoss: | ||||||||||||||||||
Basic, Continuing operations (in dollars per share) | $ (1.75) | $ (0.98) | $ (0.44) | $ (0.96) | $ (0.74) | $ (0.15) | $ (0.25) | $ (0.66) | $ (0.57) | $ (0.24) | $ (0.39) | $ 0.33 | $ (4.14) | [3] | $ (1.81) | [3] | $ (0.88) | [3] |
Basic, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.15 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Basic (in dollars per share) | 0.24 | (0.78) | (0.60) | (1.33) | 0.71 | 0.06 | 0.19 | (0.69) | (0.35) | (0.21) | 0.17 | 0.48 | (2.45) | [3] | 0.27 | [3] | 0.07 | [3] |
Diluted, Continuing operations (in dollars per share) | (1.75) | (0.98) | (0.44) | (0.96) | (0.74) | (0.15) | (0.25) | (0.66) | (0.57) | (0.24) | (0.39) | 0.30 | (4.14) | [3] | (1.81) | [3] | (0.88) | [3] |
Diluted, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.13 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Diluted (in dollars per share) | $ 0.24 | $ (0.78) | $ (0.60) | $ (1.33) | $ 0.71 | $ 0.06 | $ 0.19 | $ (0.69) | $ (0.35) | $ (0.21) | $ 0.17 | $ 0.43 | $ (2.45) | [3] | $ 0.27 | [3] | $ 0.07 | [3] |
Weighted-average common shares outstanding: | ||||||||||||||||||
Basic (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
Diluted (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
As Previously Reported | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | $ 121,796 | $ 132,480 | $ 118,255 | $ 104,219 | $ 121,213 | $ 109,297 | $ 102,176 | $ 95,431 | $ 476,750 | $ 428,117 | ||||||||
Costs and expenses: | ||||||||||||||||||
Cost of revenues | 50,210 | 49,073 | 48,467 | 46,448 | 45,512 | 40,223 | 35,945 | 33,607 | 194,198 | 155,287 | ||||||||
Research and development | 28,273 | 28,141 | 26,170 | 24,097 | 22,958 | 23,986 | 22,462 | 22,024 | 106,681 | 91,430 | ||||||||
Selling, general and administrative | 43,297 | 30,934 | 29,952 | 26,923 | 29,539 | 20,410 | 18,147 | 20,315 | 131,106 | 88,411 | ||||||||
Net change in contingent consideration obligation | 3,631 | 572 | 6,386 | 341 | 760 | 10,930 | 760 | |||||||||||
Restructuring charges | 1,360 | 924 | 1,139 | 2,910 | (34) | 359 | 1,416 | 3,205 | 6,333 | 4,946 | ||||||||
Depreciation and amortization | 25,302 | 24,692 | 25,262 | 24,055 | 20,931 | 19,754 | 16,632 | 14,835 | 99,311 | 72,152 | ||||||||
Total costs and expenses | 152,073 | 134,336 | 137,376 | 124,774 | 119,666 | 104,732 | 94,602 | 93,986 | 548,559 | 412,986 | ||||||||
Loss from continuing operations | (30,277) | (1,856) | (19,121) | (20,555) | 1,547 | 4,565 | 7,574 | 1,445 | (71,809) | 15,131 | ||||||||
Interest income | 936 | 271 | 591 | 630 | 564 | 546 | 471 | 466 | 2,428 | 2,047 | ||||||||
Interest expense | (2,007) | (1,596) | (1,834) | (1,576) | (1,503) | (1,448) | (1,418) | (1,342) | (7,013) | (5,711) | ||||||||
Other (expense) income, net | 2,049 | (167) | 865 | (884) | 973 | (1,030) | 415 | 14 | 1,863 | 372 | ||||||||
Loss from continuing operations, before taxes | (29,299) | (3,348) | (19,499) | (22,385) | 1,581 | 2,633 | 7,042 | 583 | (74,531) | 11,839 | ||||||||
Benefit for income taxes | 7,176 | (1,621) | 2,074 | 361 | 2,263 | (4,448) | (2,309) | (930) | 7,990 | (5,424) | ||||||||
Net loss from continuing operations | (22,123) | (4,969) | (17,425) | (22,024) | 3,844 | (1,815) | 4,733 | (347) | (66,541) | 6,415 | ||||||||
Net income from discontinued operations, net of taxes | 43,668 | 9,802 | 10,122 | 10,941 | 7,478 | 11,460 | 10,421 | 10,908 | 74,533 | 40,267 | ||||||||
Net (loss) income | 21,545 | 4,833 | (7,303) | (11,083) | 11,322 | $ 9,645 | $ 15,154 | $ 10,561 | 7,992 | 46,682 | ||||||||
Net (loss) income attributable to noncontrolling interests | (2,760) | (2,843) | (2,864) | (3,129) | 6,052 | (11,596) | 6,052 | |||||||||||
Net (loss) income attributable to Synchronoss | $ 24,305 | $ 7,676 | $ (4,439) | $ (7,954) | $ 5,270 | $ 19,588 | $ 40,630 | |||||||||||
Net income (loss) per common share attributable to Synchronoss: | ||||||||||||||||||
Basic, Continuing operations (in dollars per share) | $ (0.44) | $ (0.05) | $ (0.34) | $ (0.44) | $ (0.05) | $ (0.04) | $ 0.11 | $ (0.01) | $ (1.26) | $ 0.01 | ||||||||
Basic, Discontinued operations (in dollars per share) | 0.99 | 0.23 | 0.24 | 0.26 | 0.17 | 0.27 | 0.25 | 0.26 | 1.71 | |||||||||
Basic (in dollars per share) | 0.55 | 0.18 | (0.10) | (0.18) | 0.12 | 0.23 | 0.36 | 0.25 | 0.45 | 0.96 | ||||||||
Diluted, Continuing operations (in dollars per share) | (0.44) | (0.05) | (0.34) | (0.44) | (0.05) | (0.04) | 0.11 | (0.01) | (1.26) | 0.01 | ||||||||
Diluted, Discontinued operations (in dollars per share) | $ 0.99 | 0.23 | 0.24 | 0.26 | $ 0.17 | 0.27 | 0.25 | 0.26 | 1.71 | 0.95 | ||||||||
Diluted (in dollars per share) | $ 0.18 | $ (0.10) | $ (0.18) | $ 0.23 | $ 0.36 | $ 0.25 | $ 0.45 | $ 0.96 | ||||||||||
Weighted-average common shares outstanding: | ||||||||||||||||||
Basic (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 43,571,000 | 42,284,000 | ||||||||
Diluted (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 43,571,000 | 42,284,000 | ||||||||
Adjustments | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||
Selling, general and administrative | $ (1,752) | $ (2,246) | ||||||||||||||||
Benefit for income taxes | 7,284 | |||||||||||||||||
Net loss from continuing operations | $ (27,328) | $ (44,197) | ||||||||||||||||
Net income from discontinued operations, net of taxes | 16,027 | 0 | ||||||||||||||||
Net (loss) income attributable to noncontrolling interests | (3,607) | (6,680) | ||||||||||||||||
Revenue - Hosting, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | (22,331) | (6,440) | $ (12,840) | $ 2,119 | $ (2,519) | $ (2,355) | $ (5,586) | $ (16,448) | (39,492) | (26,908) | ||||||||
Costs and expenses: | ||||||||||||||||||
Selling, general and administrative | 2 | 153 | 155 | |||||||||||||||
Total costs and expenses | 2 | 153 | 155 | |||||||||||||||
Loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Loss from continuing operations, before taxes | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net (loss) income | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net (loss) income attributable to Synchronoss | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (39,647) | (26,908) | |||||||||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | 18,958 | (7,648) | 16,211 | (18,086) | (12,141) | (18,195) | (8,880) | 40,658 | 9,435 | 1,442 | ||||||||
Costs and expenses: | ||||||||||||||||||
Selling, general and administrative | (472) | (3,042) | (4,470) | (3,042) | ||||||||||||||
Total costs and expenses | (1,752) | (2,246) | (472) | (3,042) | (4,470) | (3,042) | ||||||||||||
Loss from continuing operations | 20,710 | (5,402) | 16,683 | (18,086) | (9,099) | (18,195) | (8,880) | 40,658 | 13,905 | 4,484 | ||||||||
Other (expense) income, net | (69) | 16 | (197) | 503 | (149) | 109 | 57 | (69) | 253 | (52) | ||||||||
Loss from continuing operations, before taxes | 20,641 | (5,386) | 16,486 | (17,583) | (9,248) | (18,086) | (8,823) | 40,589 | 14,158 | 4,432 | ||||||||
Benefit for income taxes | (534) | (534) | ||||||||||||||||
Net loss from continuing operations | 20,641 | (5,386) | 16,486 | (17,583) | (9,782) | (18,086) | (8,823) | 40,589 | 14,158 | 3,898 | ||||||||
Net income from discontinued operations, net of taxes | 5,329 | (2,427) | (1,188) | (2,111) | (397) | |||||||||||||
Net (loss) income | 25,970 | (7,813) | 15,298 | (19,694) | (9,782) | (18,086) | (8,823) | 40,589 | 13,761 | 3,898 | ||||||||
Net (loss) income attributable to Synchronoss | 25,970 | (7,813) | 15,298 | (19,694) | (9,782) | 13,761 | 3,898 | |||||||||||
Acquisitions & Divestiture, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | (11,412) | 1,544 | (525) | (10,006) | (20,090) | (10,000) | (20,399) | (30,090) | ||||||||||
Costs and expenses: | ||||||||||||||||||
Cost of revenues | 64 | 65 | (171) | (1) | (17) | (43) | (17) | |||||||||||
Selling, general and administrative | (75) | 156 | 296 | 84 | 461 | |||||||||||||
Net change in contingent consideration obligation | (4,203) | (1,921) | (3,276) | (336) | 755 | (9,736) | 755 | |||||||||||
Depreciation and amortization | (1,119) | (1,111) | (1,111) | (1,111) | (76) | (20) | (20) | (20) | (4,452) | (136) | ||||||||
Total costs and expenses | (5,333) | (2,811) | (4,262) | (1,364) | 662 | (20) | (20) | (20) | (13,770) | 602 | ||||||||
Loss from continuing operations | (6,079) | 4,355 | 3,737 | (8,642) | (20,752) | 20 | 20 | (9,980) | (6,629) | (30,692) | ||||||||
Interest income | (340) | (340) | ||||||||||||||||
Interest expense | 374 | 374 | ||||||||||||||||
Other (expense) income, net | (830) | (16) | (830) | (16) | ||||||||||||||
Loss from continuing operations, before taxes | (6,875) | 4,355 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | (7,425) | (30,708) | ||||||||
Net loss from continuing operations | (6,875) | 4,355 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | (7,425) | (30,708) | ||||||||
Net income from discontinued operations, net of taxes | 18,116 | (272) | 17,844 | |||||||||||||||
Net (loss) income | 11,241 | 4,083 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | 10,419 | (30,708) | ||||||||
Net (loss) income attributable to Synchronoss | 11,241 | 4,083 | 3,737 | (8,642) | (20,768) | 10,419 | (30,708) | |||||||||||
Capitalized Software and Other, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | 0 | |||||||||||||||||
Costs and expenses: | ||||||||||||||||||
Cost of revenues | 941 | (116) | (296) | 203 | 42 | (705) | 529 | (460) | ||||||||||
Research and development | 1,316 | 2,889 | 1,877 | 1,730 | 1,235 | 165 | 4 | (71) | 7,812 | 1,333 | ||||||||
Selling, general and administrative | 137 | (19) | (49) | (1,093) | 8 | (71) | 468 | (1,183) | (1,024) | (778) | ||||||||
Depreciation and amortization | 11,316 | 11 | (58) | (162) | (172) | (146) | (16) | (633) | 11,107 | (967) | ||||||||
Total costs and expenses | 13,710 | 2,881 | 1,654 | 179 | 1,274 | (10) | 456 | (2,592) | 18,424 | (872) | ||||||||
Loss from continuing operations | (13,710) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,592 | (18,424) | 872 | ||||||||
Interest income | (181) | (181) | ||||||||||||||||
Interest expense | 200 | 200 | ||||||||||||||||
Other (expense) income, net | (264) | 0 | 303 | (264) | 303 | |||||||||||||
Loss from continuing operations, before taxes | (13,955) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Benefit for income taxes | 0 | 0 | ||||||||||||||||
Net loss from continuing operations | (13,955) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Net income from discontinued operations, net of taxes | (1) | 1 | ||||||||||||||||
Net (loss) income | (13,955) | (2,882) | (1,653) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Net (loss) income attributable to Synchronoss | (11,006) | (2,378) | (1,377) | (301) | 5,406 | (15,062) | 7,855 | |||||||||||
Income tax adjustments | Adjustments | ||||||||||||||||||
Costs and expenses: | ||||||||||||||||||
Interest expense | (975) | (975) | ||||||||||||||||
Loss from continuing operations, before taxes | (975) | (975) | ||||||||||||||||
Benefit for income taxes | 5,231 | (2,444) | 15,159 | 5,381 | 12,228 | (6,101) | (3,162) | 25,230 | 8,346 | |||||||||
Net loss from continuing operations | 6,309 | 5,231 | (2,444) | 15,159 | 5,381 | 12,228 | (6,101) | (3,162) | 24,255 | 8,346 | ||||||||
Net income from discontinued operations, net of taxes | (3,659) | 2,205 | 10,050 | (10,016) | 1,836 | (10,320) | 13,201 | (4,717) | (1,420) | |||||||||
Net (loss) income | 2,650 | 7,436 | 7,606 | 5,143 | 7,217 | $ 1,908 | $ 7,100 | $ (7,879) | 22,835 | 8,346 | ||||||||
Net (loss) income attributable to Synchronoss | $ 2,650 | $ 7,436 | $ 7,606 | $ 5,143 | $ 7,217 | $ 22,835 | $ 8,346 | |||||||||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account | |||||||||||||||||
[2] | Cost of services excludes depreciation and amortization which is shown separately. | |||||||||||||||||
[3] | See Note 3 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. |
Restatement of Previously Iss50
Restatement of Previously Issued Consolidated Financial Statements Restated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | $ 8,604 | $ (36,364) | $ (29,383) | $ (61,586) | $ 25,120 | $ (785) | $ 4,692 | $ (32,336) | $ (15,804) | $ (8,858) | $ 7,409 | $ 19,738 | $ (118,729) | $ (3,309) | $ 2,485 |
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | 17,027 | (4,114) | (17,705) | ||||||||||||
Unrealized gain (loss) on securities | 18 | 3 | (20) | ||||||||||||
Net loss on intra-entity foreign currency transactions | 1,932 | (725) | (1,335) | ||||||||||||
Total other comprehensive loss | 18,977 | (4,836) | (19,060) | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 18,977 | (4,836) | (19,060) | ||||||||||||
Comprehensive income (loss) | (99,752) | (8,145) | (16,575) | ||||||||||||
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (9,291) | (15,203) | (628) | ||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | $ (90,461) | 7,058 | (15,947) | ||||||||||||
As Previously Reported | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | 21,545 | 4,833 | (7,303) | (11,083) | 11,322 | 9,645 | 15,154 | 10,561 | 7,992 | 46,682 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | (4,042) | (17,281) | |||||||||||||
Unrealized gain (loss) on securities | 198 | (54) | |||||||||||||
Net loss on intra-entity foreign currency transactions | (725) | (1,335) | |||||||||||||
Total other comprehensive loss | (4,569) | (18,670) | |||||||||||||
Comprehensive income (loss) | 3,423 | 28,012 | |||||||||||||
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (11,596) | 6,052 | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | 15,019 | 21,960 | |||||||||||||
Adjustments | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Unrealized gain (loss) on securities | 53 | ||||||||||||||
Revenue - Hosting, before income tax effect | Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Comprehensive income (loss) | (39,647) | (26,908) | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | (39,647) | (26,908) | |||||||||||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | 25,970 | (7,813) | 15,298 | (19,694) | (9,782) | (18,086) | (8,823) | 40,589 | 13,761 | 3,898 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | 12 | 547 | |||||||||||||
Unrealized gain (loss) on securities | (141) | ||||||||||||||
Total other comprehensive loss | (129) | 547 | |||||||||||||
Comprehensive income (loss) | 13,632 | 4,445 | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | 13,632 | 4,445 | |||||||||||||
Acquisitions & Divestiture, before income tax effect | Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | 11,241 | 4,083 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | 10,419 | (30,708) | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Comprehensive income (loss) | 10,419 | (30,708) | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | 10,419 | (30,708) | |||||||||||||
Capitalized Software and Other, before income tax effect | Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | (13,955) | (2,882) | (1,653) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | 23 | (58) | |||||||||||||
Unrealized gain (loss) on securities | (161) | ||||||||||||||
Total other comprehensive loss | (138) | (5) | |||||||||||||
Comprehensive income (loss) | (18,807) | 1,170 | |||||||||||||
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (3,607) | (6,680) | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | (15,200) | 7,850 | |||||||||||||
Income tax adjustments | Adjustments | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Net loss from continuing operations | $ 2,650 | $ 7,436 | $ 7,606 | $ 5,143 | $ 7,217 | $ 1,908 | $ 7,100 | $ (7,879) | 22,835 | 8,346 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustments | (107) | (913) | |||||||||||||
Unrealized gain (loss) on securities | 107 | (19) | |||||||||||||
Total other comprehensive loss | (932) | ||||||||||||||
Comprehensive income (loss) | 22,835 | 7,414 | |||||||||||||
Total comprehensive (loss) income attributable to Synchronoss | $ 22,835 | $ 7,414 |
Restatement of Previously Iss51
Restatement of Previously Issued Consolidated Financial Statements Restated Statements Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 463,587 | $ 529,797 | $ 502,896 | $ 485,892 | $ 498,592 | $ 505,329 | $ 463,464 |
Common stock, shares issued (in shares) | 52,024 | 50,388 | |||||
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 657,115 | 631,172 | 605,754 | 627,716 | 529,107 | ||
Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (65,643) | ||||||
Revenue - Hosting, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (86,707) | (64,377) | (57,934) | (44,941) | (20,152) | ||
Acquisitions & Divestiture, before income tax effect | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (38,714) | (42,712) | (46,366) | ||||
Acquisitions & Divestiture, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (27,560) | (60,238) | |||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (42,163) | (68,151) | (60,305) | (75,714) | (5,960) | ||
Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (25,741) | (9,237) | (3,680) | 734 | (3,901) | ||
Income tax adjustments | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 54,853 | $ 52,203 | $ 44,769 | $ 37,163 | 24,608 | ||
Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 5 | $ 5 | $ 4 | $ 4 | |||
Common stock, shares issued (in shares) | 52,028 | 50,388 | 48,287 | 46,620 | |||
Common Stock | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 4 | ||||||
Common stock, shares issued (in shares) | 46,444 | ||||||
Common Stock | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares issued (in shares) | 176 | ||||||
Common Stock | Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares issued (in shares) | 176 | ||||||
Treasury Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ (105,584) | $ (106,631) | $ (68,327) | $ (68,327) | |||
Common stock, shares issued (in shares) | (5,060) | (5,096) | (3,892) | (3,892) | |||
Treasury Stock | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ (66,336) | ||||||
Common stock, shares issued (in shares) | (3,733) | ||||||
Treasury Stock | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ (1,991) | ||||||
Common stock, shares issued (in shares) | (159) | ||||||
Treasury Stock | Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ (1,991) | ||||||
Common stock, shares issued (in shares) | (159) | ||||||
Additional Paid-In Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 597,553 | $ 571,153 | $ 514,964 | $ 457,148 | |||
Additional Paid-In Capital | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 454,740 | ||||||
Additional Paid-In Capital | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 2,408 | ||||||
Additional Paid-In Capital | Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 2,408 | ||||||
Accumulated Other Comprehensive Income (Loss) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (23,373) | (42,350) | (37,514) | (18,454) | |||
Accumulated Other Comprehensive Income (Loss) | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (20,014) | ||||||
Accumulated Other Comprehensive Income (Loss) | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 1,560 | ||||||
Accumulated Other Comprehensive Income (Loss) | Acquisitions & Divestiture, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 240 | ||||||
Accumulated Other Comprehensive Income (Loss) | Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 281 | ||||||
Accumulated Other Comprehensive Income (Loss) | Income tax adjustments | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 1,039 | ||||||
Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ (5,014) | $ 107,620 | $ 96,202 | 93,093 | |||
Retained Earnings | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | 160,713 | ||||||
Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (67,620) | ||||||
Retained Earnings | Revenue - Hosting, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (20,152) | ||||||
Retained Earnings | Acquisitions & Divestiture, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (60,478) | ||||||
Retained Earnings | Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (5,960) | ||||||
Retained Earnings | Capitalized Software and Other, before income tax effect | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | (4,599) | ||||||
Retained Earnings | Income tax adjustments | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total stockholders' equity | $ 23,569 |
Restatement of Previously Iss52
Restatement of Previously Issued Consolidated Financial Statements Restated Statements of Cash Flows (Details) - USD ($) $ in Thousands | Mar. 01, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||||||||
Net loss from continuing operations | $ (38,334) | $ (10,092) | $ (14,293) | $ (31,150) | $ (25,118) | $ (9,998) | $ (16,213) | $ 13,547 | $ (194,224) | $ (93,869) | $ (37,782) | ||
Net income from discontinued operations, net of taxes | 63,454 | 9,307 | 18,985 | (1,186) | 9,314 | 1,140 | 23,622 | 6,191 | 75,495 | 90,560 | 40,267 | ||
Gain on sale of discontinued operations | (122,842) | (113,129) | 0 | ||||||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||||
Depreciation and amortization expense | 93,924 | 94,911 | 71,049 | ||||||||||
Impairment of long-lived assets and capitalized software | 960 | 11,055 | 0 | ||||||||||
Amortization of debt issuance costs | 12,771 | 1,607 | 1,501 | ||||||||||
Allowance for loan losses | 14,562 | 0 | 0 | ||||||||||
Extinguishment of debt | (4,947) | (122) | 16 | ||||||||||
Change in fair value of financial instruments | 48,647 | 371 | 0 | ||||||||||
Business liquidation | 244 | 1,416 | 1,705 | ||||||||||
Non-cash interest on leased facility | 19,243 | 17,148 | (453) | ||||||||||
Stock-based compensation | 1,203 | 1,392 | 924 | ||||||||||
Contingent consideration obligation | 22,495 | 34,178 | 31,404 | ||||||||||
Changes in operating assets and liabilities: | (2,711) | 1,194 | (15) | ||||||||||
Accounts receivable, net of allowance for doubtful accounts | |||||||||||||
Prepaid expenses and other current assets | 29,283 | (13,650) | (19,774) | ||||||||||
Other assets | (5,513) | 31,648 | (9,057) | ||||||||||
Accounts payable | 3,237 | 8,880 | (3,751) | ||||||||||
Accrued expenses | (9,098) | (10,089) | (7,763) | ||||||||||
Tax benefit from stock option exercise | (4,949) | (7,523) | (710) | ||||||||||
Due to a related party | (3,337) | (6,558) | 2,128 | ||||||||||
Deferred revenues | (23,506) | 55,173 | 22,297 | ||||||||||
Net cash (used in) provided by operating activities | (18,248) | 104,559 | 91,986 | ||||||||||
Investing activities: | |||||||||||||
Purchases of fixed assets | (12,151) | (42,570) | (57,666) | ||||||||||
Purchases of intangible assets and capitalized software | (9,119) | (7,677) | (2,553) | ||||||||||
Purchases of marketable securities available-for-sale | (219) | (13,445) | (139,569) | ||||||||||
Proceeds from the sale of discontinued operations | 12,371 | 82,904 | 106,210 | ||||||||||
Proceeds from the sale of discontinued operations | 928,171 | 27,335 | 0 | ||||||||||
Businesses acquired, net of cash | (815,008) | (86,322) | (101,502) | ||||||||||
Change in restricted cash | 0 | 0 | |||||||||||
Net cash provided by (used in) investing activities | 98,245 | (39,775) | (195,080) | ||||||||||
Financing activities: | |||||||||||||
Proceeds from the exercise of stock options | 2,584 | 13,633 | 19,936 | ||||||||||
Taxes paid on withholding shares | (442) | 0 | 0 | ||||||||||
Payments on Contingent Consideration | 122 | 0 | 4,468 | ||||||||||
Debt issuance costs related to the Credit Facility | (1,346) | ||||||||||||
Borrowings on revolving line of credit | 0 | 144,000 | 0 | ||||||||||
Repayment of revolving line of credit | (29,000) | (115,000) | 0 | ||||||||||
Repurchases of common stock | 0 | (40,025) | 0 | ||||||||||
Excess tax benefits from stock option exercises | 17 | 0 | 0 | ||||||||||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 1,047 | 2,183 | 1,902 | ||||||||||
Repayments of capital lease obligations | (2,985) | (3,815) | (2,021) | ||||||||||
Net cash (used in) provided by financing activities | (35,664) | (370) | 15,349 | ||||||||||
Effect of exchange rate changes on cash | (9,641) | (853) | (350) | ||||||||||
Net increase in cash and cash equivalents | 63,561 | (88,095) | |||||||||||
Cash and cash equivalents at beginning of period | 110,344 | 89,986 | 86,782 | 147,872 | 235,967 | 169,801 | 147,872 | 235,967 | |||||
Cash and cash equivalents at end of period | 169,801 | 110,344 | 89,986 | 86,782 | 147,872 | 156,299 | 169,801 | 147,872 | |||||
Supplemental disclosures of cash flow information: | |||||||||||||
Cash paid for income taxes | 7,612 | 4,661 | 29,868 | ||||||||||
Cash paid for interest | 55,957 | 6,981 | 5,791 | ||||||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Issuance of common stock in connection with Openwave acquisition | 22,000 | ||||||||||||
Restricted Cash | 41,632 | 41,632 | |||||||||||
Total cash, cash equivalents and restricted cash | 211,433 | 147,872 | 246,125 | 211,433 | 147,872 | $ 235,967 | |||||||
As Previously Reported | |||||||||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||||||||
Net loss from continuing operations | (22,123) | (4,969) | (17,425) | (22,024) | 3,844 | (1,815) | 4,733 | (347) | (66,541) | 6,415 | |||
Net income from discontinued operations, net of taxes | 43,668 | 9,802 | 10,122 | 10,941 | 7,478 | $ 11,460 | $ 10,421 | 10,908 | 74,533 | 40,267 | |||
Gain on sale of discontinued operations | (95,311) | ||||||||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||||
Depreciation and amortization expense | 99,311 | 72,152 | |||||||||||
Impairment of long-lived assets and capitalized software | 0 | ||||||||||||
Amortization of debt issuance costs | 1,607 | 1,501 | |||||||||||
Extinguishment of debt | (952) | 16 | |||||||||||
Change in fair value of financial instruments | 0 | ||||||||||||
Business liquidation | 1,416 | 1,705 | |||||||||||
Non-cash interest on leased facility | 32,826 | 8,319 | |||||||||||
Stock-based compensation | 1,111 | 924 | |||||||||||
Contingent consideration obligation | 33,979 | 31,711 | |||||||||||
Changes in operating assets and liabilities: | 10,930 | (772) | |||||||||||
Accounts receivable, net of allowance for doubtful accounts | |||||||||||||
Prepaid expenses and other current assets | (1,662) | (27,577) | |||||||||||
Other assets | 12,644 | (8,543) | |||||||||||
Accounts payable | 10,054 | (4,282) | |||||||||||
Accrued expenses | (11,139) | 6,185 | |||||||||||
Tax benefit from stock option exercise | 22,024 | 16,333 | |||||||||||
Due to a related party | (6,558) | (402) | |||||||||||
Deferred revenues | 24,317 | (4,130) | |||||||||||
Net cash (used in) provided by operating activities | 142,589 | 139,822 | |||||||||||
Investing activities: | |||||||||||||
Purchases of fixed assets | (58,542) | (59,960) | |||||||||||
Purchases of intangible assets and capitalized software | 0 | (1,200) | |||||||||||
Purchases of marketable securities available-for-sale | (13,445) | (139,569) | |||||||||||
Proceeds from the sale of discontinued operations | 82,904 | 106,210 | |||||||||||
Proceeds from the sale of discontinued operations | 18,135 | ||||||||||||
Businesses acquired, net of cash | (98,428) | (131,592) | |||||||||||
Change in restricted cash | (30,000) | 0 | |||||||||||
Net cash provided by (used in) investing activities | (99,376) | (226,111) | |||||||||||
Financing activities: | |||||||||||||
Proceeds from the exercise of stock options | 13,912 | 19,936 | |||||||||||
Taxes paid on withholding shares | (8,885) | (17,043) | |||||||||||
Payments on Contingent Consideration | 4,468 | ||||||||||||
Debt issuance costs related to the Credit Facility | (1,346) | ||||||||||||
Borrowings on revolving line of credit | 144,000 | ||||||||||||
Repayment of revolving line of credit | (115,000) | ||||||||||||
Repurchases of common stock | (40,025) | ||||||||||||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 2,183 | 1,902 | |||||||||||
Repayments of capital lease obligations | (3,815) | (2,021) | |||||||||||
Net cash (used in) provided by financing activities | (8,976) | (1,694) | |||||||||||
Effect of exchange rate changes on cash | (853) | (350) | |||||||||||
Net increase in cash and cash equivalents | 33,384 | (88,333) | |||||||||||
Cash and cash equivalents at beginning of period | 123,319 | 111,028 | 113,084 | 147,634 | 235,967 | 181,018 | 147,634 | 235,967 | |||||
Cash and cash equivalents at end of period | 181,018 | $ 123,319 | $ 111,028 | 113,084 | 147,634 | 181,018 | 147,634 | ||||||
Supplemental disclosures of cash flow information: | |||||||||||||
Cash paid for income taxes | 4,661 | 29,868 | |||||||||||
Cash paid for interest | 6,981 | 5,791 | |||||||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Issuance of common stock in connection with Openwave acquisition | 22,000 | ||||||||||||
Restricted Cash | 0 | 0 | |||||||||||
Total cash, cash equivalents and restricted cash | 181,018 | 147,634 | 181,018 | 147,634 | |||||||||
Adjustments | |||||||||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||||||||
Net loss from continuing operations | (27,328) | (44,197) | |||||||||||
Net income from discontinued operations, net of taxes | 16,027 | 0 | |||||||||||
Gain on sale of discontinued operations | (17,818) | ||||||||||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||||
Depreciation and amortization expense | (4,400) | (1,103) | |||||||||||
Impairment of long-lived assets and capitalized software | 11,055 | ||||||||||||
Amortization of debt issuance costs | 0 | 0 | |||||||||||
Extinguishment of debt | 830 | 0 | |||||||||||
Change in fair value of financial instruments | 371 | ||||||||||||
Business liquidation | 0 | 0 | |||||||||||
Non-cash interest on leased facility | (15,678) | (8,772) | |||||||||||
Stock-based compensation | 281 | 0 | |||||||||||
Contingent consideration obligation | 199 | (307) | |||||||||||
Changes in operating assets and liabilities: | (9,736) | 757 | |||||||||||
Accounts receivable, net of allowance for doubtful accounts | |||||||||||||
Prepaid expenses and other current assets | (11,988) | 7,803 | |||||||||||
Other assets | 19,004 | (514) | |||||||||||
Accounts payable | (1,174) | 531 | |||||||||||
Accrued expenses | 1,050 | (13,948) | |||||||||||
Tax benefit from stock option exercise | (29,547) | (17,043) | |||||||||||
Due to a related party | 0 | 2,530 | |||||||||||
Deferred revenues | 30,856 | 26,427 | |||||||||||
Net cash (used in) provided by operating activities | (38,030) | (47,836) | |||||||||||
Investing activities: | |||||||||||||
Purchases of fixed assets | 15,972 | 2,294 | |||||||||||
Purchases of intangible assets and capitalized software | (7,677) | (1,353) | |||||||||||
Purchases of marketable securities available-for-sale | 0 | 0 | |||||||||||
Proceeds from the sale of discontinued operations | 0 | 0 | |||||||||||
Proceeds from the sale of discontinued operations | 9,200 | ||||||||||||
Businesses acquired, net of cash | 12,106 | 30,090 | |||||||||||
Change in restricted cash | 0 | 0 | |||||||||||
Net cash provided by (used in) investing activities | 29,601 | 31,031 | |||||||||||
Financing activities: | |||||||||||||
Proceeds from the exercise of stock options | (279) | 0 | |||||||||||
Taxes paid on withholding shares | 8,885 | 17,043 | |||||||||||
Payments on Contingent Consideration | 0 | ||||||||||||
Debt issuance costs related to the Credit Facility | 0 | ||||||||||||
Borrowings on revolving line of credit | 0 | ||||||||||||
Repayment of revolving line of credit | 0 | ||||||||||||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 0 | 0 | |||||||||||
Repayments of capital lease obligations | 0 | 0 | |||||||||||
Net cash (used in) provided by financing activities | 8,606 | 17,043 | |||||||||||
Effect of exchange rate changes on cash | 0 | 0 | |||||||||||
Net increase in cash and cash equivalents | 177 | 238 | |||||||||||
Cash and cash equivalents at beginning of period | $ 238 | $ 0 | (11,217) | 238 | 0 | ||||||||
Cash and cash equivalents at end of period | (11,217) | 238 | (11,217) | 238 | |||||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Restricted Cash | 11,632 | 11,632 | |||||||||||
Total cash, cash equivalents and restricted cash | 415 | 238 | 415 | 238 | |||||||||
Openwave Messaging | |||||||||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Issuance of common stock in connection with Openwave acquisition | $ 22,000 | 0 | 22,000 | 0 | |||||||||
Effect of Early Adoption of ASU 2016-18 | Adjustments | |||||||||||||
Investing activities: | |||||||||||||
Change in restricted cash | 30,000 | ||||||||||||
Net cash provided by (used in) investing activities | 30,000 | ||||||||||||
Financing activities: | |||||||||||||
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan | 0 | ||||||||||||
Net increase in cash and cash equivalents | 30,000 | ||||||||||||
Cash and cash equivalents at beginning of period | $ 0 | ||||||||||||
Cash and cash equivalents at end of period | 0 | 0 | |||||||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Restricted Cash | 30,000 | 30,000 | |||||||||||
Total cash, cash equivalents and restricted cash | $ 30,000 | $ 0 | $ 30,000 | $ 0 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Service Level Standards and Research and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development | |||
Unamortized software development costs | $ 11,695 | $ 5,754 | $ 4,390 |
Amortization expenses of capital software development costs | $ 3,178 | $ 3,507 | $ 55 |
Software Development | |||
Research and Development | |||
Estimated minimum useful life of software development costs | 2 years | ||
Estimated maximum useful life of software development costs | 3 years |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Net Revenues - Customer Concentration | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration of Credit Risk | |||
Percentage of concentration risk | 73.00% | 74.00% | 82.00% |
Minimum | |||
Concentration of Credit Risk | |||
Duration of customer contracts (in years) | 3 years | ||
Maximum | |||
Concentration of Credit Risk | |||
Duration of customer contracts (in years) | 5 years |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Cash, Marketable Securities, and Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Unbilled Contracts Receivable | $ 7.4 | $ 23.3 |
Cash and Cash Equivalents | ||
Maximum time period for which an investment is considered a cash equivalent | 3 months | |
Minimum | ||
Marketable Securities | ||
Maturity period of fixed income investments | 3 months | |
Maturity period of marketable securities to be classified as long-term | 12 months | |
Minimum | Property, Equipment, and Leasehold Improvements | ||
Property and Equipment | ||
Estimated useful life of property and equipment and leasehold improvements | 3 years | |
Maximum | Property, Equipment, and Leasehold Improvements | ||
Property and Equipment | ||
Estimated useful life of property and equipment and leasehold improvements | 5 years |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Goodwill, Intangible Assets and Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Impairments | $ 0 | $ 0 | $ 0 |
Impairment of Long-Lived Assets | |||
Impairment charges on long lived assets | $ 1,000,000 | $ 11,100,000 | $ 0 |
Income Taxes | |||
Historical period used in future taxable income assumptions | 3 years | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 2,800,000 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||||||
Net loss on foreign currency translations | $ (4,952) | $ (270) | $ (512) | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Retained Earnings | 5,014 | (107,620) | $ (82,784) | $ (77,836) | $ (66,397) | |
Cumulative effect of adjustment to retained earnings (ASU Adoption) | (3,196) | 234 | ||||
Capitalized Contract Cost, Net | 700 | |||||
Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | $ (3,196) | $ (476) | ||||
Accounting Standards Update 2016-16 | Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | 300 | |||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Retained Earnings | $ (10,100) |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | ||||
Revenues and property and equipment, net by geographic area | ||||||||||||||||||
Number of Operating Segments | 2 | |||||||||||||||||
Segment and Geographic Information | ||||||||||||||||||
Number of business segments (segment) | segment | 1 | |||||||||||||||||
Revenues and property and equipment, net by geographic area | ||||||||||||||||||
Revenues | $ 106,259 | $ 91,015 | $ 118,990 | $ 86,097 | $ 107,011 | $ 119,936 | $ 121,101 | $ 78,246 | $ 86,463 | $ 88,747 | $ 87,710 | $ 109,641 | $ 402,361 | [1] | $ 426,294 | [1] | $ 372,561 | [1] |
Property and equipment, net | 111,825 | 158,205 | $ 171,548 | $ 170,507 | $ 165,620 | 111,825 | 158,205 | |||||||||||
Geographic area | ||||||||||||||||||
Revenues and property and equipment, net by geographic area | ||||||||||||||||||
Revenues | 402,361 | 426,294 | 372,561 | |||||||||||||||
Property and equipment, net | 111,825 | 158,205 | 111,825 | 158,205 | ||||||||||||||
Geographic area | Domestic | ||||||||||||||||||
Revenues and property and equipment, net by geographic area | ||||||||||||||||||
Revenues | 334,970 | 360,891 | 334,829 | |||||||||||||||
Property and equipment, net | 106,727 | 149,378 | 106,727 | 149,378 | ||||||||||||||
Geographic area | Foreign | ||||||||||||||||||
Revenues and property and equipment, net by geographic area | ||||||||||||||||||
Revenues | 67,391 | 65,403 | $ 37,732 | |||||||||||||||
Property and equipment, net | $ 5,098 | $ 8,827 | $ 5,098 | $ 8,827 | ||||||||||||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
Acquisition and Divestitures -
Acquisition and Divestitures - Narrative (Details) - USD ($) | Feb. 15, 2018 | Nov. 14, 2017 | Oct. 17, 2017 | Feb. 01, 2017 | Jan. 19, 2017 | Dec. 29, 2016 | Dec. 22, 2016 | Dec. 16, 2016 | Mar. 01, 2016 | Dec. 31, 2015 | Aug. 04, 2015 | Feb. 23, 2015 | Feb. 18, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 16, 2016 |
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | $ 22,000,000 | ||||||||||||||||
Contingent consideration obligation | 2,833,000 | ||||||||||||||||
Net assets acquired | $ 99,765,000 | $ 99,765,000 | |||||||||||||||
Gain on sale of discontinued operations | $ (122,842,000) | (113,129,000) | 0 | ||||||||||||||
Proceeds from the sale of discontinued operations | $ 928,171,000 | $ 27,335,000 | 0 | ||||||||||||||
Cash | 1,172,000 | 1,172,000 | |||||||||||||||
Common stock, shares outstanding (in shares) | 46,965,000 | 45,292,000 | |||||||||||||||
Mandatorily redeemable financial instrument | $ 37,959,000 | $ 0 | |||||||||||||||
Total long-term debt, carrying value | 227,704,000 | 226,291,000 | |||||||||||||||
STIH | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Indefinite-lived license agreement | $ 10,000,000 | ||||||||||||||||
Divestiture of SpeechCycle | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of divestiture | $ 13,500,000 | ||||||||||||||||
Gain on sale of discontinued operations | 4,900,000 | ||||||||||||||||
Period of transition services agreement | 1 year | ||||||||||||||||
Mirapoint Activation Business | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Gain on sale | $ 1,400,000 | ||||||||||||||||
Discontinued Operations, Disposed of by Sale | BPO | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Gain on sale of discontinued operations | 113,130,000 | 0 | |||||||||||||||
Period of transition services agreement | 3 years | ||||||||||||||||
Discontinued Operations, Disposed of by Sale | BPO | STIH | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of divestiture | $ 27,300,000 | ||||||||||||||||
Proceeds from the sale of discontinued operations | 83,000,000 | ||||||||||||||||
Discontinued Operations, Disposed of by Sale | BPO | STIN | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of divestiture | $ 140,800,000 | ||||||||||||||||
Ownership interest in STI | 30.00% | ||||||||||||||||
Discontinued Operations, Disposed of by Sale | BPO | STIN | STIH | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of divestiture | $ 69,800,000 | ||||||||||||||||
Ownership interest in STI by Sequential Technology Holdings, LLC | 70.00% | ||||||||||||||||
Selling, general and administrative | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition related costs | 13,000,000 | 10,900,000 | 1,300,000 | ||||||||||||||
Net Revenue | BPO | STIH | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Impairment and reduction of intangible asset | 600,000 | ||||||||||||||||
Razorsight Corporation | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | $ 25,300,000 | ||||||||||||||||
Contingent consideration obligation | $ 15,000,000 | ||||||||||||||||
Net assets acquired | 25,284,000 | 25,284,000 | |||||||||||||||
Cash | 1,172,000 | 1,172,000 | |||||||||||||||
F-Secure Corporation | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration transferred | $ 49,500,000 | ||||||||||||||||
Net assets acquired | 49,481,000 | 49,481,000 | |||||||||||||||
Cash paid for acquisition | $ 59,500,000 | ||||||||||||||||
Intralinks Holdings, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | $ 977,300,000 | 4,700,000 | 0 | 0 | |||||||||||||
Consideration transferred | 859,078,000 | ||||||||||||||||
Net assets acquired | $ 859,078,000 | ||||||||||||||||
Intangible assets | 411,577,000 | ||||||||||||||||
Cash paid for acquisition | 854,376,000 | ||||||||||||||||
Reimbursement paid | $ 5,000,000 | ||||||||||||||||
Cash | 39,370,000 | ||||||||||||||||
Mandatorily redeemable financial instrument | 33,600,000 | ||||||||||||||||
Intralinks Holdings, Inc. | Impala | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | 977,300,000 | ||||||||||||||||
Consideration transferred | 1,000,000,000 | ||||||||||||||||
Cash paid for acquisition | 991,000,000 | ||||||||||||||||
Potential cash proceeds | $ 440,000,000 | ||||||||||||||||
Openwave Messaging | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | $ 22,000,000 | $ 0 | 22,000,000 | 0 | |||||||||||||
Consideration transferred | 114,538,000 | ||||||||||||||||
Net assets acquired | 114,538,000 | ||||||||||||||||
Cash paid for acquisition | 92,538,000 | ||||||||||||||||
Patent settlement | 10,000,000 | ||||||||||||||||
Cash | $ 4,110,000 | ||||||||||||||||
Zentry, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration transferred | 48,000,000 | ||||||||||||||||
Net assets acquired | $ 25,000,000 | $ 25,000,000 | 25,000,000 | ||||||||||||||
SNCR, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets acquired | $ 12,800,000 | ||||||||||||||||
Zentry, LLC | Variable Interest Entity, Primary Beneficiary | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Ownership percentage | 67.00% | ||||||||||||||||
Call Option | Zentry, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Option indexed to equity, threshold for cash or share settlement | $ 200,000,000 | ||||||||||||||||
Number of trading days | 30 days | ||||||||||||||||
Secured Debt | Goldman Sachs Bank USA | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Secured senior loan | 900,000,000 | ||||||||||||||||
Proceeds from line of credit | $ 900,000,000 | ||||||||||||||||
STIH | Goldman Sachs Bank USA | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total long-term debt, carrying value | 40,000,000 | ||||||||||||||||
F-Secure Corporation | F-Secure Corporation | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Non-exclusive perpetual license agreement | $ 10,000,000 | ||||||||||||||||
Silver Private Holdings I, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Sale of stock, price per share | $ 14.56 | ||||||||||||||||
Put right consideration | $ 87,300,000 | ||||||||||||||||
Convertible Preferred Stock | Silver Private Holdings I, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Value of common stock paid for acquisition | 185,000,000 | ||||||||||||||||
Subsequent Event | Intralinks Holdings, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Reimbursement paid | $ 5,000,000 | ||||||||||||||||
Subsequent Event | Silver Private Holdings I, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash | $ 97,700,000 | ||||||||||||||||
Subsequent Event | Silver Private Holdings I, LLC | Silver Private Holdings I, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, shares outstanding (in shares) | 5,994,667 | ||||||||||||||||
Subsequent Event | Convertible Preferred Stock | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | ||||||||||||||||
Subsequent Event | Convertible Preferred Stock | Silver Private Holdings I, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | 185,000 | ||||||||||||||||
Licensing Agreements | Discontinued Operations, Disposed of by Sale | BPO | STIH | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of divestiture | $ 10,000,000 | ||||||||||||||||
Licensing Agreements | Zentry, LLC | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Intangible assets | $ 23,000,000 | $ 23,000,000 | |||||||||||||||
Maximum | Intralinks Holdings, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Contingent consideration obligation | $ 25,000,000 | ||||||||||||||||
Maximum | Intralinks Holdings, Inc. | Impala | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Contingent consideration obligation | $ 25,000,000 | ||||||||||||||||
Indirect Guarantee of Indebtedness | Goldman Sachs Bank USA | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Current carrying value | $ 30,000,000 |
Acquisition and Divestitures 60
Acquisition and Divestitures - Consideration Transferred (Details) - USD ($) $ in Thousands | Oct. 17, 2017 | Mar. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with Openwave acquisition | $ 22,000 | ||||
Intralinks Holdings, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration for outstanding common shares | $ 746,071 | ||||
Issuance of common stock in connection with Openwave acquisition | 977,300 | $ 4,700 | 0 | $ 0 | |
Cash consideration for accelerated equity awards to Intralinks’ employees upon change in control | 7,873 | ||||
Cash consideration for vested unexercised Intralinks’ stock options | 19,838 | ||||
Cash consideration for existing Intralinks’ debt | 77,800 | ||||
Cash consideration for shareholders purchase price settlement | 2,794 | ||||
Total cash consideration transferred | 854,376 | ||||
Fair value of replacement awards | 4,702 | ||||
Consideration transferred | $ 859,078 | ||||
Openwave Messaging | |||||
Business Acquisition [Line Items] | |||||
Cash consideration for outstanding common shares | $ 102,538 | ||||
Issuance of common stock in connection with Openwave acquisition | 22,000 | $ 0 | $ 22,000 | $ 0 | |
Intellectual Property Settlement | (10,000) | ||||
Total cash consideration transferred | 92,538 | ||||
Consideration transferred | $ 114,538 |
Acquisition and Divestitures 61
Acquisition and Divestitures - Fair Value of Net Asset Acquired (Details) - USD ($) $ in Thousands | Jan. 19, 2017 | Mar. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||
Cash | $ 1,172 | |||||||
Accounts receivable | 120 | |||||||
Prepaid expenses and other assets | 1,111 | |||||||
Property, Plant & Equipment | 3,779 | |||||||
Goodwill | $ 237,303 | $ 224,651 | $ 233,605 | $ 236,006 | $ 228,621 | 149,928 | ||
Goodwill | 42,539 | |||||||
Long term assets | 144 | |||||||
Total assets acquired | 118,801 | |||||||
Redeemable noncontrolling interest | 12,500 | |||||||
Accounts payable and accrued liabilities | 2,735 | |||||||
Lease obligation | 333 | |||||||
Deferred revenues | 965 | |||||||
Contingent consideration | 122 | |||||||
Deferred tax liability | 2,381 | |||||||
Net assets acquired | 99,765 | |||||||
Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 35,471 | |||||||
Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 34,465 | |||||||
F-Secure Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 26,454 | |||||||
Total assets acquired | 50,000 | |||||||
Accounts payable and accrued liabilities | 519 | |||||||
Net assets acquired | 49,481 | |||||||
F-Secure Corporation | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 3,071 | |||||||
F-Secure Corporation | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 20,475 | |||||||
Razorsight Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 1,172 | |||||||
Accounts receivable | 120 | |||||||
Prepaid expenses and other assets | 1,111 | |||||||
Property, Plant & Equipment | 879 | |||||||
Goodwill | 6,985 | |||||||
Long term assets | 144 | |||||||
Total assets acquired | 31,301 | |||||||
Accounts payable and accrued liabilities | 2,216 | |||||||
Lease obligation | 333 | |||||||
Deferred revenues | 965 | |||||||
Contingent consideration | 122 | |||||||
Deferred tax liability | 2,381 | |||||||
Net assets acquired | 25,284 | |||||||
Razorsight Corporation | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 9,200 | |||||||
Razorsight Corporation | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 11,690 | |||||||
Intralinks Holdings, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 39,370 | |||||||
Accounts receivable | 46,182 | |||||||
Prepaid expenses and other assets | $ 9,775 | |||||||
Estimated useful life of property and equipment and leasehold improvements | 4 years | |||||||
Property, Plant & Equipment | $ 14,075 | |||||||
Goodwill | 482,822 | |||||||
Intangible assets | 411,577 | |||||||
Long term assets | 3,865 | |||||||
Total assets acquired | 1,013,466 | |||||||
Deferred revenues | 12,449 | |||||||
Investment in unconsolidated affiliate | 5,800 | |||||||
Accounts payable | 4,853 | |||||||
Accrued expenses | 21,421 | |||||||
Deferred tax liability | 110,044 | |||||||
Deferred revenues, long-term | 1,051 | |||||||
Other liabilities, long-term | 4,570 | |||||||
Total liabilities | 154,388 | |||||||
Net assets acquired | 859,078 | |||||||
Intralinks Holdings, Inc. | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 47,800 | |||||||
Weighted-average amortization period | 18 years | |||||||
Intralinks Holdings, Inc. | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 79,400 | |||||||
Weighted-average amortization period | 6 years | |||||||
Intralinks Holdings, Inc. | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 284,100 | |||||||
Weighted-average amortization period | 10 years | |||||||
Intralinks Holdings, Inc. | Capitalized software costs | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 277 | |||||||
Weighted-average amortization period | 1 year | |||||||
Zentry, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, Plant & Equipment | 2,900 | |||||||
Goodwill | 9,100 | |||||||
Total assets acquired | 37,500 | |||||||
Redeemable noncontrolling interest | 12,500 | |||||||
Net assets acquired | $ 25,000 | 25,000 | ||||||
Zentry, LLC | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 23,200 | |||||||
Zentry, LLC | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 2,300 | |||||||
Openwave Messaging | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 4,110 | |||||||
Prepaid expenses and other assets | 3,005 | |||||||
Property, Plant & Equipment | 2,882 | |||||||
Goodwill | 81,015 | |||||||
Long term assets | 1,870 | |||||||
Total assets acquired | 154,982 | |||||||
Accounts payable and accrued liabilities | 17,622 | |||||||
Deferred revenues | 7,331 | |||||||
Long term liabilities | 15,491 | |||||||
Net assets acquired | 114,538 | |||||||
Openwave Messaging | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 1,000 | |||||||
Weighted-average amortization period | 1 year | |||||||
Openwave Messaging | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 32,100 | |||||||
Weighted-average amortization period | 7 years | |||||||
Openwave Messaging | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 29,000 | |||||||
Weighted-average amortization period | 10 years | |||||||
Minimum | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of property and equipment and leasehold improvements | 1 year | |||||||
Minimum | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of property and equipment and leasehold improvements | 5 years | |||||||
Maximum | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of property and equipment and leasehold improvements | 5 years | |||||||
Maximum | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life of property and equipment and leasehold improvements | 7 years |
Acquisition and Divestitures 62
Acquisition and Divestitures - Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Gain on sale of discontinued operations | $ (122,842) | $ (113,129) | $ 0 | ||||||||
Discontinued operations, net of taxes | $ 63,454 | $ 9,307 | $ 18,985 | $ (1,186) | $ 9,314 | $ 1,140 | $ 23,622 | $ 6,191 | 75,495 | 90,560 | 40,267 |
Intralinks Holdings, Inc. | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net revenues | 213,178 | ||||||||||
Cost of services | 35,393 | ||||||||||
Research and development | 19,148 | ||||||||||
Selling, general and administrative | 114,737 | ||||||||||
Restructuring | 15,995 | ||||||||||
Depreciation and amortization | 41,780 | ||||||||||
Total costs and expenses | 227,053 | ||||||||||
Other income, net | 1,448 | ||||||||||
Loss from discontinued operations | (12,427) | ||||||||||
Gain on sale of discontinued operations | 122,800 | ||||||||||
Income from discontinued operations before taxes | 110,415 | ||||||||||
Provision for income taxes | (34,920) | ||||||||||
Discontinued operations, net of taxes | $ 75,495 | ||||||||||
Discontinued Operations, Disposed of by Sale | BPO | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net revenues | 145,241 | 150,714 | |||||||||
Cost of services | 96,737 | 83,931 | |||||||||
Selling, general and administrative | 2,615 | 2,324 | |||||||||
Total costs and expenses | 99,352 | 86,255 | |||||||||
Loss from discontinued operations | 45,889 | 64,459 | |||||||||
Gain on sale of discontinued operations | 113,130 | 0 | |||||||||
Income from discontinued operations before taxes | 159,019 | 64,459 | |||||||||
Provision for income taxes | (68,459) | (24,191) | |||||||||
Discontinued operations, net of taxes | $ 90,560 | $ 40,268 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Assets | |||||
Cash and cash equivalents | $ 246,125 | $ 211,433 | |||
Marketable securities | 3,111 | 12,506 | $ 16,973 | $ 62,274 | $ 63,713 |
Marketable securities | 0 | 2,974 | $ 3,968 | $ 13,949 | $ 17,934 |
Total assets | 249,236 | 226,913 | |||
Liabilities | |||||
Contingent consideration obligation | 2,833 | ||||
Contingent interest derivative (3) | 193 | ||||
Mandatorily redeemable financial instrument | 37,959 | 0 | |||
Total liabilities | 38,152 | 2,833 | |||
Temporary Equity | |||||
Redeemable noncontrolling interests (5) | 25,280 | 25,280 | |||
Total temporary equity | 25,280 | 25,280 | |||
Level 1 | |||||
Assets | |||||
Cash and cash equivalents | 246,125 | 211,433 | |||
Marketable securities | 0 | 0 | |||
Marketable securities | 0 | ||||
Total assets | 246,125 | 211,433 | |||
Liabilities | |||||
Contingent consideration obligation | 0 | ||||
Total liabilities | 0 | 0 | |||
Temporary Equity | |||||
Redeemable noncontrolling interests (5) | 0 | 0 | |||
Total temporary equity | 0 | 0 | |||
Level 2 | |||||
Assets | |||||
Cash and cash equivalents | 0 | 0 | |||
Marketable securities | 3,111 | 12,506 | |||
Marketable securities | 2,974 | ||||
Total assets | 3,111 | 15,480 | |||
Liabilities | |||||
Contingent consideration obligation | 0 | ||||
Total liabilities | 0 | 0 | |||
Temporary Equity | |||||
Redeemable noncontrolling interests (5) | 0 | 0 | |||
Total temporary equity | 0 | 0 | |||
Level 3 | |||||
Assets | |||||
Cash and cash equivalents | 0 | 0 | |||
Marketable securities | 0 | 0 | |||
Marketable securities | 0 | ||||
Total assets | 0 | 0 | |||
Liabilities | |||||
Contingent consideration obligation | 2,833 | ||||
Contingent interest derivative (3) | 193 | ||||
Mandatorily redeemable financial instrument | 37,959 | ||||
Total liabilities | 38,152 | 2,833 | |||
Temporary Equity | |||||
Redeemable noncontrolling interests (5) | 25,280 | 25,280 | |||
Total temporary equity | $ 25,280 | $ 25,280 |
Fair Value Measurements - AFS S
Fair Value Measurements - AFS Securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortized Cost to Fair Value | ||
Amortized Cost | $ 3,117,000 | $ 15,513,000 |
Gross Unrealized Gains | 0 | 1,000 |
Gross Unrealized Losses | (6,000) | (34,000) |
Fair Value | 3,111,000 | 15,480,000 |
Unrealized gain (loss) on securities | ||
Sales of marketable securities | 0 | 0 |
Municipal bonds | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 2,867,000 | 15,063,000 |
Gross Unrealized Gains | 0 | 1,000 |
Gross Unrealized Losses | (6,000) | (34,000) |
Fair Value | 2,861,000 | 15,030,000 |
Certificates of deposit | ||
Amortized Cost to Fair Value | ||
Amortized Cost | 250,000 | 450,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 250,000 | $ 450,000 |
Fair Value Measurements - AFS65
Fair Value Measurements - AFS Securities in Unrealized Loss Position (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Securities in unrealized loss position: Total Fair Value | $ 2.9 | $ 13.8 |
Fair Value Measurements - AFS66
Fair Value Measurements - AFS Securities Expected Maturities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Available-for-sale Securities, Debt Maturities, Amortized Cost Basis, Fiscal Year Maturity [Abstract] | |
Due within one year | $ 3,117 |
Due after 1 year through 5 years | 0 |
Total available-for-sale marketable securities, Amortized Cost | 3,117 |
Available-for-sale Securities, Debt Maturities, Single Maturity Date [Abstract] | |
Due within one year | 3,111 |
Due after 1 year through 5 years | 0 |
Total available-for-sale marketable securities, Fair Value | $ 3,111 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in fair value of the Company's Level 3 contingent consideration obligation | ||||||||
Other adjustments to contingent consideration obligation included in net income | $ (572) | $ (1,349) | $ 3,110 | $ 5 | $ 1,515 | $ 0 | $ 1,194 | $ 1,515 |
Level 3 | Contingent Consideration Obligation | ||||||||
Level 3 changes | ||||||||
Long-term revenue growth rate | 2.19% | |||||||
Changes in fair value of the Company's Level 3 contingent consideration obligation | ||||||||
Balance as at the beginning of the period | $ 2,833 | |||||||
Payment of contingent consideration | (2,831) | |||||||
Other adjustments to contingent consideration obligation included in net income | (2) | |||||||
Balance as at the end of the period | $ 2,833 | 0 | $ 2,833 | |||||
Razorsight Corporation | Contingent Consideration Obligation | ||||||||
Changes in fair value of the Company's Level 3 contingent consideration obligation | ||||||||
Payment of contingent consideration | $ 2,800 |
Fair Value Measurements - Lev68
Fair Value Measurements - Level 3 Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | Nov. 14, 2017 | Oct. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 15, 2018 |
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Issuance of common stock in connection with Openwave acquisition | $ 22,000 | |||||
Common stock, shares outstanding (in shares) | 46,965,000 | 45,292,000 | ||||
Redeemable Noncontrolling Interests | ||||||
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Balance at beginning of period | $ 25,280 | |||||
Fair value and other adjustments | 9,291 | |||||
Net loss attributable to interests in subsidiaries | (9,291) | |||||
Balance at end of period | 25,280 | $ 25,280 | ||||
Intralinks Holdings, Inc. | ||||||
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Issuance of common stock in connection with Openwave acquisition | $ 977,300 | $ 4,700 | $ 0 | $ 0 | ||
Convertible Preferred Stock | Silver Private Holdings I, LLC | ||||||
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Issuance of common stock in connection with Openwave acquisition | $ 185,000 | |||||
Silver Private Holdings I, LLC | ||||||
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Put right consideration | $ 87,300 | |||||
Silver Private Holdings I, LLC | Subsequent Event | Silver Private Holdings I, LLC | ||||||
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | ||||||
Common stock, shares outstanding (in shares) | 5,994,667 |
Investments in Affiliates and69
Investments in Affiliates and Related Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment | $ 33,917 | $ 43,650 | |||
Equity method investment, ownership interest | 30.00% | ||||
Equity method investment loss | $ 9,125 | 0 | $ 0 | ||
Note receivable from related party, net of allowance for loan losses of $14,562 at December 31, 2017 | [1] | 73,984 | 70,269 | ||
Thomas Sharkey Jr | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Related party transaction amount | $ 100 | 400 | $ 500 | ||
STIH | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership interest | 70.00% | ||||
BPO | STIN | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Duration of customer contracts (in years) | 3 years | ||||
Discontinued Operations, Disposed of by Sale | BPO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Related party revenue | $ 26,000 | $ 1,200 | |||
Discontinued Operations, Disposed of by Sale | BPO | STIN | STIH | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest income from related party | $ 12,100 | ||||
Indirect Guarantee of Indebtedness | Goldman Sachs Bank USA | Discontinued Operations, Disposed of by Sale | BPO | STIN | STIH | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Restricted cash, current | $ 6,200 | ||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
Investments in Affiliates and70
Investments in Affiliates and Related Transactions Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Seller Note | $ 3,715 | $ 70,269 |
Notes receivable, net of allowance for loan losses | 14,562 | |
Total | 73,984 | |
Variable Interest Entity, Primary Beneficiary | STIN | ||
Schedule of Equity Method Investments [Line Items] | ||
Seller Note | 83,000 | 83,000 |
Unamortized discount | 984 | (13,146) |
Allowance | (14,562) | |
Cumulative balance | (12,162) | |
Loan accrued interest | 11,096 | |
Loan accrued interest | 10,681 | $ 415 |
Distribution Note | 6,187 | |
Distribution interest | $ 425 | |
STIH | BPO | Discontinued Operations, Disposed of by Sale | STIN | ||
Schedule of Equity Method Investments [Line Items] | ||
Basis points on note receivable | 11.00% |
Investments in Affiliates and71
Investments in Affiliates and Related Transactions Related Party Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entity, Primary Beneficiary | |||
Schedule of Equity Method Investments [Line Items] | |||
Restricted cash | $ 118 | $ 0 | |
Accounts receivable, net | 18,033 | 1,164 | |
Total assets | 18,151 | 1,164 | |
Thomas Sharkey Jr | |||
Schedule of Equity Method Investments [Line Items] | |||
Related party transaction amount | $ 100 | $ 400 | $ 500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Property and Equipment | ||||||
Property and Equipment, gross | $ 349,394 | $ 337,190 | ||||
Less: Accumulated depreciation | (237,569) | (178,985) | ||||
Property and equipment, net | 111,825 | 158,205 | $ 171,548 | $ 170,507 | $ 165,620 | |
Depreciation expense | 57,000 | 51,800 | $ 42,700 | |||
Computer hardware | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | 250,453 | 242,739 | ||||
Computer software | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | 62,335 | 47,828 | ||||
Construction in-progress | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | 471 | 14,854 | ||||
Furniture and fixtures | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | 7,736 | 5,981 | ||||
Building | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | 8,808 | 8,808 | ||||
Leasehold improvements | ||||||
Property and Equipment | ||||||
Property and Equipment, gross | $ 19,591 | $ 16,980 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | |||
Balance at the beginning of the period | $ 224,651,000 | $ 149,928,000 | |
Acquisitions | 0 | 81,016,000 | |
Divestitures | (1,854,000) | 0 | |
Reclassifications, adjustments and other | 181,000 | (3,033,000) | |
Translation adjustments | 14,325,000 | (3,260,000) | |
Balance at the end of the period | 237,303,000 | 224,651,000 | $ 149,928,000 |
Impairments | $ 0 | $ 0 | $ 0 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Intangible assets | ||||||
Amortization expense | $ 36,900 | $ 43,100 | $ 28,300 | |||
Intangible assets: | ||||||
Cost | 275,320 | 272,144 | ||||
Accumulated Amortization | (143,153) | (109,176) | ||||
Net | 132,167 | 162,968 | $ 186,165 | $ 194,391 | $ 204,361 | |
Impairment charges on long lived assets | 1,000 | 11,100 | $ 0 | |||
Technology | ||||||
Intangible assets: | ||||||
Cost | 124,799 | 129,382 | ||||
Accumulated Amortization | (70,608) | (53,142) | ||||
Net | 54,191 | 76,240 | ||||
Customer lists and relationships | ||||||
Intangible assets: | ||||||
Cost | 128,170 | 129,650 | ||||
Accumulated Amortization | (62,905) | (49,852) | ||||
Net | 65,265 | 79,798 | ||||
Capitalized software and patents | ||||||
Intangible assets: | ||||||
Cost | 19,792 | 10,589 | ||||
Accumulated Amortization | (7,115) | (3,923) | ||||
Net | 12,677 | 6,666 | ||||
Trade name | ||||||
Intangible assets: | ||||||
Cost | 2,559 | 2,523 | ||||
Accumulated Amortization | (2,525) | (2,259) | ||||
Net | $ 34 | $ 264 |
Goodwill and Intangibles - In75
Goodwill and Intangibles - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Estimated future amortization expense | |||||
2,018 | $ 39,218 | ||||
2,019 | 31,993 | ||||
2,020 | 20,561 | ||||
2,021 | 12,157 | ||||
2,022 | 10,601 | ||||
Thereafter | 17,637 | ||||
Net | $ 132,167 | $ 162,968 | $ 186,165 | $ 194,391 | $ 204,361 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Payables and Accruals [Abstract] | |||||
Accrued compensation and benefits | $ 22,679 | $ 33,771 | |||
Accrued accounting fees | 19,822 | 3,154 | |||
Accrued consulting fees | 6,200 | 13,951 | |||
Accrued legal fees | 5,513 | 3,172 | |||
Accrued telecommunications | 3,028 | 2,628 | |||
Accrued income taxes payable | 2,810 | 4,643 | |||
Accrued other | 12,687 | 15,563 | |||
Total | $ 72,739 | $ 76,882 | $ 58,531 | $ 67,619 | $ 77,242 |
Commitments, Contingencies an77
Commitments, Contingencies and Other (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Aggregate annual future minimum lease payments under non-cancellable leases | |||
Rent expense | $ 10,600 | $ 8,500 | $ 7,600 |
Colocation | |||
Aggregate annual future minimum lease payments under non-cancellable leases | |||
2,018 | 7,888 | ||
2,019 | 5,373 | ||
2,020 | 3,614 | ||
2,021 | 0 | ||
2022 and thereafter | 0 | ||
Total | 16,875 | ||
Operating Leases | |||
Aggregate annual future minimum lease payments under non-cancellable leases | |||
2,018 | 9,743 | ||
2,019 | 10,103 | ||
2,020 | 9,893 | ||
2,021 | 9,149 | ||
2022 and thereafter | 46,451 | ||
Total | 85,339 | ||
Capital Leases | |||
Aggregate annual future minimum lease payments under non-cancellable leases | |||
2,018 | 2,465 | ||
2,019 | 2,383 | ||
2,020 | 1,964 | ||
2,021 | 1,282 | ||
2022 and thereafter | 7,155 | ||
Total | $ 15,249 |
Commitments, Contingencies an78
Commitments, Contingencies and Other Guarantee (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 22, 2016 |
Guarantor Obligations [Line Items] | ||||
Total long-term debt, carrying value | $ 227,704 | $ 226,291 | ||
Goldman Sachs Bank USA | Indirect Guarantee of Indebtedness | ||||
Guarantor Obligations [Line Items] | ||||
Current carrying value | $ 30,000 | |||
Goldman Sachs Bank USA | STIH | ||||
Guarantor Obligations [Line Items] | ||||
Total long-term debt, carrying value | $ 40,000 | |||
STIN | BPO | Discontinued Operations, Disposed of by Sale | STIH | Goldman Sachs Bank USA | Indirect Guarantee of Indebtedness | ||||
Guarantor Obligations [Line Items] | ||||
Restricted cash, current | $ 6,200 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Aug. 12, 2014 |
Debt Instrument [Line Items] | ||||||
Convertible Senior Notes | $ 230,000,000 | $ 259,000,000 | ||||
Face amount of debt issued | 230,000,000 | 259,000,000 | ||||
Debt issuance costs | (2,296,000) | (3,709,000) | ||||
Total debt, carrying value | 227,704,000 | 255,291,000 | ||||
Short-term debt | 0 | 29,000,000 | $ 38,000,000 | $ 47,000,000 | $ 50,000,000 | |
Total long-term debt, carrying value | 227,704,000 | 226,291,000 | ||||
2019 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Convertible Senior Notes | 230,000,000 | 230,000,000 | $ 230,000,000 | |||
Face amount of debt issued | 230,000,000 | 230,000,000 | $ 230,000,000 | |||
Total debt, carrying value | 218,500,000 | |||||
Amended And Restated Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Amended Credit Agreement | $ 0 | $ 29,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Aug. 12, 2014 | Dec. 31, 2017 | Oct. 13, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||||
Convertible Senior Notes | $ 230,000,000 | $ 259,000,000 | ||
Fair value of debt | 227,704,000 | 255,291,000 | ||
Interest rate derivative instruments, liability at fair value | 200,000 | |||
2019 Notes | ||||
Line of Credit Facility [Line Items] | ||||
Convertible Senior Notes | $ 230,000,000 | 230,000,000 | $ 230,000,000 | |
Interest rate, as a percent | 0.75% | |||
Carrying amount of debt | $ 230,000,000 | $ 227,700,000 | ||
Capitalized finance fees | $ 7,100,000 | |||
Conversion rate | 0.0188072 | |||
Conversion price | $ 53.17 | |||
Repurchase price, expressed as a percentage of principal of debt repurchased | 100.00% | |||
Effective interest rate (as a percent) | 1.38% | |||
Fair value of debt | $ 218,500,000 | |||
Additional interest for non-compliance, percent | 0.25% | |||
Second additional interest for non-compliance, percent | 0.50% | |||
Percent of holders | 25.00% |
Debt - 2019 Notes (Details)
Debt - 2019 Notes (Details) - 2019 Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 1,725 | $ 1,725 | $ 1,725 |
Contingent interest expense | 193 | 0 | 0 |
Total | $ 1,918 | $ 1,725 | $ 1,725 |
Debt - 2017 Credit Agreement (D
Debt - 2017 Credit Agreement (Details) | Jul. 19, 2017USD ($) | Jun. 30, 2017 | Jan. 19, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2017 | Jul. 18, 2017 |
Line of Credit Facility [Line Items] | ||||||||
Repayments of Lines of Credit | $ 29,000,000 | $ 115,000,000 | $ 0 | |||||
Loss on extinguishment of debt | $ 29,413,000 | $ 0 | $ 0 | |||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||
Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate (as a percent) | 4.08% | |||||||
First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
Line of credit facility, sub-limit | $ 50,000,000 | |||||||
Interest coverage ratio | 2 | |||||||
Goldman Sachs Bank USA | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 900,000,000 | |||||||
Consent fee, percent | 0.15% | |||||||
Goldman Sachs Bank USA | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Collateral fees percentage | 0.25% | |||||||
Minimum | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate (as a percent) | 5.74% | |||||||
Maximum | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate (as a percent) | 5.76% | |||||||
Leverage Tranche One | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net leverage ratio | 5.50 | |||||||
Leverage Tranche Two | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net leverage ratio | 5 | |||||||
Leverage Tranche Three | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net leverage ratio | 4.25 | |||||||
2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fee amount | $ 16,800,000 | |||||||
Repayments of Lines of Credit | 897,500,000 | |||||||
Loss on extinguishment of debt | $ 29,400,000 | |||||||
2017 Credit Agreement | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 200,000,000 | |||||||
2017 Credit Agreement | Goldman Sachs Bank USA | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 900,000,000 | |||||||
Amortization percent per year | 1.00% | |||||||
Mandatory prepayment, covenant one | 100.00% | |||||||
Mandatory prepayment, covenant two | 100.00% | |||||||
2017 Credit Agreement | London Interbank Offered Rate (LIBOR) | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
2017 Credit Agreement | London Interbank Offered Rate (LIBOR) | Goldman Sachs Bank USA | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 2.75% | |||||||
2017 Credit Agreement | Base Rate | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
2017 Credit Agreement | Base Rate | Goldman Sachs Bank USA | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
2017 Credit Agreement | Minimum | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
2017 Credit Agreement | Maximum | Goldman Sachs Bank USA | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.375% | |||||||
Term Loans | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net leverage ratio | 5 | |||||||
Retroactive increase, percent | 0.25% | |||||||
Net revenue variance, percentage | 15.00% | |||||||
Term Loans | London Interbank Offered Rate (LIBOR) | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
Interest rate, as a percent | 1.00% | |||||||
Term Loans | Base Rate | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Interest rate, as a percent | 2.00% | |||||||
Term Loans | Less Than or Equal To 5.00 | London Interbank Offered Rate (LIBOR) | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 5.75% | |||||||
Term Loans | Less Than or Equal To 5.00 | Base Rate | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 4.75% | |||||||
Term Loans | Greater Than 5.00 | London Interbank Offered Rate (LIBOR) | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 6.75% | |||||||
Term Loans | Greater Than 5.00 | Base Rate | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 5.75% | |||||||
Revolving Loans | London Interbank Offered Rate (LIBOR) | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
Interest rate, as a percent | 1.00% | |||||||
Revolving Loans | Base Rate | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Interest rate, as a percent | 2.00% | |||||||
Prepaid with Proceeds of Repricing Transaction | Term Loans | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Prepayment fee percentage | 1.00% | |||||||
Voluntary Prepayments Through One-Year Anniversary of Initial Period End Date | Term Loans | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Prepayment fee percentage | 2.00% | |||||||
Voluntary Prepayments After One-Year Anniversary of Initial Period End Date | Term Loans | First Amendment to 2017 Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Prepayment fee percentage | 1.00% |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) - USD ($) | Jan. 19, 2017 | Jul. 07, 2016 | Sep. 30, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Repayments of Lines of Credit | $ 29,000,000 | $ 115,000,000 | $ 0 | |||
Amended And Restated Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 | |||||
Right to Increase Maximum Borrowing Capacity Amount | $ 350,000,000 | |||||
Repayments of Lines of Credit | $ 29,000,000 | |||||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Commitment fees | 519,000 | 415,000 | 332,000 | |||
Interest expense | $ 35,351,000 | $ 877,000 | $ 0 | |||
Right to Increase Maximum Borrowing Capacity Amount | $ 150,000,000 | |||||
London Interbank Offered Rate (LIBOR) | Amended And Restated Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.0199% | |||||
London Interbank Offered Rate (LIBOR) | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.025% | |||||
Minimum | Amended And Restated Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate (as a percent) | 1.94% | |||||
Commitment fee percentage | 0.15% | |||||
Minimum | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.25% | |||||
Maximum | Amended And Restated Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate (as a percent) | 2.03% | |||||
Commitment fee percentage | 0.30% | |||||
Maximum | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.35% |
Accumulated Other Comprehensi84
Accumulated Other Comprehensive (Loss)/Income - Changes in AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in accumulated other comprehensive income (loss) | |||
Balance | $ 529,797 | $ 505,329 | $ 463,464 |
Total other comprehensive income (loss), net of tax | 18,977 | (4,836) | (19,060) |
Balance | 463,587 | 529,797 | 505,329 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive income (loss) | |||
Balance | (42,350) | (37,514) | (18,454) |
Other comprehensive income (loss) | 20,377 | (4,898) | (20,457) |
Tax effect | (1,400) | 62 | 1,397 |
Total other comprehensive income (loss), net of tax | 18,977 | (4,836) | (19,060) |
Balance | (23,373) | (42,350) | (37,514) |
Foreign Currency | |||
Changes in accumulated other comprehensive income (loss) | |||
Balance | (37,311) | (33,197) | (15,492) |
Other comprehensive income (loss) | 17,027 | (4,114) | (17,705) |
Tax effect | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | 17,027 | (4,114) | (17,705) |
Balance | (20,284) | (37,311) | (33,197) |
Unrealized (Loss) Income on Intra-Entity Foreign Currency Transactions | |||
Changes in accumulated other comprehensive income (loss) | |||
Balance | (5,017) | (4,292) | (2,957) |
Other comprehensive income (loss) | 3,322 | (789) | (2,722) |
Tax effect | (1,390) | 64 | 1,387 |
Total other comprehensive income (loss), net of tax | 1,932 | (725) | (1,335) |
Balance | (3,085) | (5,017) | (4,292) |
Unrealized Holding Gains (Losses) on Available-for-Sale Securities | |||
Changes in accumulated other comprehensive income (loss) | |||
Balance | (22) | (25) | (5) |
Other comprehensive income (loss) | 28 | 5 | (30) |
Tax effect | (10) | (2) | 10 |
Total other comprehensive income (loss), net of tax | 18 | 3 | (20) |
Balance | $ (4) | $ (22) | $ (25) |
Capital Structure - Capitalizat
Capital Structure - Capitalization Information (Details) | Nov. 14, 2017USD ($) | Oct. 17, 2017USD ($) | Dec. 31, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Oct. 16, 2017$ / sharesshares | Feb. 04, 2016USD ($) |
Equity, Class of Treasury Stock [Line Items] | |||||||
Authorized capital stock (in shares) | shares | 110,000,000 | ||||||
Par value per share of capital stock (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Designated common stock (in shares) | shares | 100,000,000 | 100,000,000 | |||||
Designated preferred stock (in shares) | shares | 10,000,000 | ||||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | |||||
Common stock, shares outstanding (in shares) | shares | 46,965,000 | 45,292,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Issuance of common stock in connection with Openwave acquisition | $ 22,000,000 | ||||||
Contingent consideration obligation | $ 2,833,000 | ||||||
Share Repurchase Program 2016 | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Amount authorized to be purchased under stock repurchase program | $ 100,000,000 | ||||||
Number of shares repurchased under program (in shares) | shares | 1,300,000 | ||||||
Value of shares repurchased under program | $ 40,000,000 | ||||||
Common Stock | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of votes per share (vote) | vote | 1 | ||||||
Dividends | $ 0 | ||||||
Investment Funds Affiliated with Sirius | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | shares | 5,994,667 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Intralinks Holdings, Inc. | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Cash paid for acquisition | $ 854,376,000 | ||||||
Reimbursement paid | $ 5,000,000 | ||||||
Issuance of common stock in connection with Openwave acquisition | 977,300,000 | $ 4,700,000 | $ 0 | $ 0 | |||
Maximum | Intralinks Holdings, Inc. | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Contingent consideration obligation | 25,000,000 | ||||||
Impala | Intralinks Holdings, Inc. | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Cash paid for acquisition | 991,000,000 | ||||||
Potential cash proceeds | $ 440,000,000 | ||||||
Issuance of common stock in connection with Openwave acquisition | 977,300,000 | ||||||
Impala | Maximum | Intralinks Holdings, Inc. | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Contingent consideration obligation | $ 25,000,000 |
Capital Structure - Preferred S
Capital Structure - Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2018 | Nov. 14, 2017 | Oct. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 19, 2017 |
Class of Stock [Line Items] | |||||||
Issuance of common stock in connection with Openwave acquisition | $ 22,000 | ||||||
Cash | $ 1,172 | ||||||
Common stock, shares outstanding (in shares) | 46,965,000 | 45,292,000 | |||||
Intralinks Holdings, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock in connection with Openwave acquisition | $ 977,300 | $ 4,700 | $ 0 | $ 0 | |||
Cash | $ 39,370 | ||||||
Reimbursement paid | $ 5,000 | ||||||
Silver Private Holdings I, LLC | Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock in connection with Openwave acquisition | $ 185,000 | ||||||
Subsequent Event | Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||
Preferred stock, liquidation preference (in dollars per share) | $ 1,000 | ||||||
Subsequent Event | Intralinks Holdings, Inc. | |||||||
Class of Stock [Line Items] | |||||||
Reimbursement paid | $ 5,000 | ||||||
Subsequent Event | Silver Private Holdings I, LLC | |||||||
Class of Stock [Line Items] | |||||||
Cash | $ 97,700 | ||||||
Silver Private Holdings I, LLC | Subsequent Event | Silver Private Holdings I, LLC | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 5,994,667 |
Capital Structure - Series A Pr
Capital Structure - Series A Preferred Stock (Details) $ / shares in Units, $ in Millions | Feb. 15, 2018USD ($)member$ / sharesshares | Dec. 31, 2017vote |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Number of votes per share (vote) | vote | 1 | |
Subsequent Event | ||
Class of Stock [Line Items] | ||
Preferred stock, dividend rate percentage | 14.50% | |
Convertible preferred stock, shares issued upon conversion | shares | 0.0555556 | |
Convertible preferred stock, conversion price per share | $ / shares | $ 18 | |
Ten Percent or Greater Ownership | Subsequent Event | ||
Class of Stock [Line Items] | ||
Number of elected directors | member | 2 | |
Preferred stock, ownership percentage | 10.00% | |
Greater than Five and Less than Ten Percent Ownership | Subsequent Event | ||
Class of Stock [Line Items] | ||
Number of elected directors | member | 1 | |
Greater than Five and Less than Ten Percent Ownership | Subsequent Event | Minimum | ||
Class of Stock [Line Items] | ||
Preferred stock, ownership percentage | 5.00% | |
Greater than Five and Less than Ten Percent Ownership | Subsequent Event | Maximum | ||
Class of Stock [Line Items] | ||
Preferred stock, ownership percentage | 10.00% | |
EBITDA Non-Compliance | Subsequent Event | Silver Private Holdings I, LLC | ||
Class of Stock [Line Items] | ||
Fair value approval threshold | $ 10 | |
Fair market value of transaction, individual | 5 | |
Fair market value of transaction, aggregate | 10 | |
Capital expenditure threshold | $ 25 | |
Conversion of Stock | Subsequent Event | Silver Private Holdings I, LLC | ||
Class of Stock [Line Items] | ||
Percentage ownership after conversion | 19.90% | |
Voting percentage threshold of ownership | 19.99% |
Stock Plans - Plan Information
Stock Plans - Plan Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 15, 2017 | |
Stockholder's Equity | ||
Threshold consecutive trading days | 20 days | |
2015 Plan | ||
Stockholder's Equity | ||
Number of shares available for grant (in shares) | 2,000,000 | |
2017 New Hire Plan | ||
Stockholder's Equity | ||
Number of shares available for grant (in shares) | 1,500,000 | |
Maximum shares authorized | 1,500,000 |
Stock Plans - Stock-based compe
Stock Plans - Stock-based compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | $ 2,000 | $ 22,495 | $ 34,178 | $ 31,404 |
Tax benefit | 3,921 | 11,108 | 10,130 | |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | $ 54,200 | |||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 2 years 6 months | |||
Severance costs | $ 1,100 | |||
ESPP Plan | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 382 | 817 | 624 | |
Stock options | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 6,311 | 7,778 | 8,495 | |
Restricted stock awards | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 15,802 | 25,583 | 22,285 | |
Cost of revenues | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 4,602 | 7,310 | 6,922 | |
Research and development | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | 6,030 | 8,891 | 7,461 | |
Selling, general and administrative | ||||
Share-based compensation expense | ||||
Total stock-based compensation expense before taxes | $ 11,863 | $ 17,977 | $ 17,021 |
Stock Plans - Option Vesting (D
Stock Plans - Option Vesting (Details) - Stock options | 12 Months Ended |
Dec. 31, 2017 | |
2000 Plan | First Anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
2000 Plan | Monthly vesting after first anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 2.10% |
2006 Plan | First Anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
2006 Plan | Monthly vesting after first anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 2.10% |
2015 Plan | First Anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
2015 Plan | Monthly vesting after first anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 2.10% |
2010 Plan | Second Anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 50.00% |
2010 Plan | Monthly vesting after second anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 2.10% |
2000 and 2006 Stock incentive plans | First Anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
2000 and 2006 Stock incentive plans | Monthly vesting after first anniversary | |
Stockholder's Equity | |
Percentage of awards vesting | 2.10% |
Stock Plans - Black-Scholes Ass
Stock Plans - Black-Scholes Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted-average assumptions | |||
Expected stock price volatility | 57.00% | 45.00% | 47.00% |
Risk-free interest rate | 1.80% | 1.20% | 1.30% |
Expected life of options (in years) | 4 years 1 month | 4 years | 4 years |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value (grant date) of the options | $ 6.30 | $ 11.13 | $ 15.88 |
Stock Plans - Stock Options (De
Stock Plans - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | |||
Options outstanding at the beginning of the period (in shares) | 2,306 | ||
Options Granted (in shares) | 2,891 | ||
Options Exercised (in shares) | (104) | ||
Options Cancelled (in shares) | (1,143) | ||
Options outstanding at the end of the period (in shares) | 3,950 | 2,306 | |
Exercisable (in shares) | 1,185 | ||
Weighted-Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 32.43 | ||
Options Granted (in dollars per share) | 15.09 | ||
Options Exercised (in dollars per share) | 11.34 | ||
Options Cancelled (in dollars per share) | 12.93 | ||
Balance at the end of the period (in dollars per share) | 21.54 | $ 32.43 | |
Exercisable (in dollars per share) | $ 32.35 | ||
Weighted-Average Remaining Contractual Term | |||
Outstanding | 5 years 4 months 2 days | ||
Exercisable | 3 years 3 months 4 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 0 | ||
Exercisable | 0 | ||
Additional disclosures related to stock options | |||
Total intrinsic value for stock options exercised | $ 1,007 | $ 8,953 | $ 18,369 |
Stock Plans - Restricted Stock
Stock Plans - Restricted Stock (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Restricted stock awards | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | 1,645,000 |
Granted (in shares) | 3,426,000 |
Vested (in shares) | (946,000) |
Forfeited (in shares) | (2,061,000) |
Non-vested at the end of the period (in shares) | 2,064,000 |
Weighted-Average Grant Date Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 36.27 |
Granted (in dollars per share) | $ / shares | 22.75 |
Vested (in dollars per share) | $ / shares | 32.16 |
Forfeited (in dollars per share) | $ / shares | 22.21 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 22.75 |
Additional disclosures | |
Issuance of restricted stock (in shares) | 43,413 |
Performance Stock Awards | |
Additional disclosures | |
Issuance of restricted stock (in shares) | 304,300 |
2015 Plan | Performance Stock Awards | |
Stockholder's Equity | |
Vesting period | 3 years |
First Anniversary | Restricted stock awards | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
Quarterly Vesting after first anniversary | Restricted stock awards | |
Stockholder's Equity | |
Percentage of awards vesting | 6.25% |
Performance Goal Achievement | 2006 Plan | Performance Stock Awards | |
Stockholder's Equity | |
Percentage of awards vesting | 33.30% |
Annual Vesting of Performance Awards After Initial Achievement | 2006 Plan | Performance Stock Awards | |
Stockholder's Equity | |
Percentage of awards vesting | 33.30% |
Stock Plans - ESPP and Treasury
Stock Plans - ESPP and Treasury Stock (Details) - USD ($) | Feb. 01, 2012 | Dec. 31, 2016 | Feb. 04, 2016 |
Share Repurchase Program 2016 | |||
Employee Stock Purchase Plan | |||
Amount authorized to be purchased under stock repurchase program | $ 100,000,000 | ||
Number of shares repurchased under program (in shares) | 1,300,000 | ||
Value of shares repurchased under program | $ 40,000,000 | ||
ESPP Plan | |||
Employee Stock Purchase Plan | |||
Term of Employee Stock Purchase Plan | 10 years | ||
Total number of shares available for purchase (in shares) | 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% | ||
Maximum number of shares authorized for purchase within any purchase period (in shares) | 1,000 | ||
Maximum value of shares authorized for purchase within any purchase period | $ 25,000 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Employer contribution incurred and expensed under 401(k) Plan | $ 2.9 | $ 2.7 | $ 2.1 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring accrual and changes | |||||||||||
Charges | $ 1,360 | $ 924 | $ 1,139 | $ 2,910 | $ (34) | $ 359 | $ 1,416 | $ 3,205 | $ 10,739 | $ 6,333 | $ 4,946 |
Accrued liabilities | |||||||||||
Restructuring accrual and changes | |||||||||||
Balance at the beginning of the period | 54 | 0 | 1,221 | 54 | 0 | ||||||
Charges | 10,739 | 6,333 | 4,946 | ||||||||
Payments | (11,420) | (5,166) | (4,892) | ||||||||
Other Adjustments | (42) | 0 | 0 | ||||||||
Balance at the end of the period | 1,221 | 54 | 498 | 1,221 | 54 | ||||||
Accrued liabilities | Employment termination costs | |||||||||||
Restructuring accrual and changes | |||||||||||
Balance at the beginning of the period | 0 | 0 | 1,181 | 0 | 0 | ||||||
Charges | 10,739 | 6,333 | 4,883 | ||||||||
Payments | (11,404) | (5,152) | (4,883) | ||||||||
Other Adjustments | (42) | 0 | 0 | ||||||||
Balance at the end of the period | 1,181 | 0 | 474 | 1,181 | 0 | ||||||
Accrued liabilities | Facilities consolidation | |||||||||||
Restructuring accrual and changes | |||||||||||
Balance at the beginning of the period | $ 54 | $ 0 | 40 | 54 | 0 | ||||||
Charges | 0 | 0 | 63 | ||||||||
Payments | (16) | (14) | (9) | ||||||||
Other Adjustments | 0 | 0 | 0 | ||||||||
Balance at the end of the period | $ 40 | $ 54 | $ 24 | $ 40 | $ 54 |
Income Taxes - Components of In
Income Taxes - Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income before income taxes | |||||||||||
Domestic | $ (210,214) | $ (116,730) | $ (22,237) | ||||||||
Foreign | (18,873) | (10,359) | (17,933) | ||||||||
Loss from continuing operations, before taxes | $ (52,794) | $ (13,702) | $ (13,923) | $ (46,670) | $ (32,228) | $ (17,778) | $ (7,803) | $ 17,639 | $ (229,087) | $ (127,089) | $ (40,170) |
Income Taxes - Components of 98
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||||||||||
Federal | $ 600 | $ 4,695 | $ 1,866 | ||||||||
State | 0 | 2,098 | 299 | ||||||||
Foreign | (4,817) | (2,743) | (1,847) | ||||||||
Deferred: | |||||||||||
Federal | 40,634 | 26,074 | 2,473 | ||||||||
State | 1,340 | 1,301 | 103 | ||||||||
Foreign | (2,894) | 1,795 | (506) | ||||||||
Income tax benefit | $ 14,460 | $ 3,610 | $ (370) | $ 15,520 | $ 7,110 | $ 7,780 | $ (8,410) | $ (4,092) | $ 34,863 | $ 33,220 | $ 2,388 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the statutory tax rates and the effective tax rates | |||
Statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 1.00% | 3.00% | 1.00% |
Effect of rates different than statutory | (2.00%) | (2.00%) | (10.00%) |
Minority interest | (1.00%) | (4.00%) | (1.00%) |
Non-deductible stock based compensation | (2.00%) | 0.00% | 0.00% |
Other permanent adjustments | (2.00%) | (1.00%) | (6.00%) |
Research and development credit | (0.00%) | 2.00% | 5.00% |
Change in valuation allowance | (7.00%) | (3.00%) | (10.00%) |
Other | (2.00%) | (1.00%) | (3.00%) |
Tax Reform Rate Reduction | (3.00%) | 0.00% | 0.00% |
Acquisitions and restructuring related taxes | (2.00%) | (3.00%) | (5.00%) |
Net | 15.00% | 26.00% | 6.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Deferred tax assets: | |||||
Accrued liabilities | $ 259 | $ 22 | |||
Deferred revenue | 18,721 | 52,102 | |||
Bad debts reserve | 1,103 | 556 | |||
Deferred compensation | 5,635 | 12,431 | |||
Federal net operating loss carry forwards | 15,324 | 18,993 | |||
State net operating loss carry forwards | 4,940 | 1,737 | |||
Foreign net operating loss carry forwards | 10,212 | 13,243 | |||
Deferred rent | 474 | 636 | |||
Capital loss carry forward | 1,541 | 229 | |||
Transaction costs | 0 | 2,038 | |||
Other | 2,947 | 2,155 | |||
Total deferred tax assets | 61,156 | 104,142 | |||
Deferred tax liabilities: | |||||
Intangible assets | (12,491) | (16,014) | |||
Basis difference | (6,612) | (12,859) | |||
Installment sale | (8,909) | (23,177) | |||
Depreciation and amortization | (14,356) | (28,134) | |||
Total deferred tax liabilities | (42,368) | (80,184) | |||
Less: valuation allowance | (32,523) | (14,180) | |||
Net deferred income tax (liabilities) assets | $ (13,735) | $ (10,017) | $ (13,336) | $ (6,716) | |
Net deferred income tax (liabilities) assets | $ 9,778 |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Details of net operating loss carryforwards | |
Net operating loss | $ 236,144 |
2018 - 2022 | |
Details of net operating loss carryforwards | |
Net operating loss | 13,700 |
2023 - 2027 | |
Details of net operating loss carryforwards | |
Net operating loss | 12,669 |
2028 - 2037 | |
Details of net operating loss carryforwards | |
Net operating loss | 127,163 |
Indefinite | |
Details of net operating loss carryforwards | |
Net operating loss | 82,612 |
Federal | |
Details of net operating loss carryforwards | |
Net operating loss | 72,700 |
State | |
Details of net operating loss carryforwards | |
Net operating loss | 77,800 |
Foreign | Indefinite | |
Details of net operating loss carryforwards | |
Net operating loss | $ 85,600 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of beginning and ending amount of unrecognized tax benefits excluding interest | |||
Unrecognized tax benefit at the beginning of the period | $ 4,585 | $ 4,278 | $ 3,916 |
Increase for tax positions taken during prior year | 1,823 | 54 | |
Reduction due to lapse of applicable statute of limitations | (1,512) | (57) | (68) |
Increases for tax positions of current period | 1,946 | 399 | 376 |
Decreases for tax positions taken during prior year | (35) | ||
Increases related to acquired entities | 13,278 | ||
Decreases related to divested entities | (13,645) | ||
Unrecognized tax benefit at the end of the period | 6,475 | 4,585 | 4,278 |
Unrecognized Tax Benefits Including Interest | 7,100 | $ 4,800 | $ 4,400 |
Portion of current unrecognized tax benefit expected to be recognized | $ 2,800 |
Earnings Per Share (Details)
Earnings Per Share (Details) $ / shares in Units, $ in Thousands | Aug. 12, 2014 | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||||
Anti-dilutive stock options excluded (in shares) | shares | 2,648,000 | 1,310,000 | 556,000 | ||||||||||||||||
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | |||||||||||||||||||
Net loss from continuing operations | $ (38,334) | $ (10,092) | $ (14,293) | $ (31,150) | $ (25,118) | $ (9,998) | $ (16,213) | $ 13,547 | $ (194,224) | $ (93,869) | $ (37,782) | ||||||||
Net (loss) income attributable to noncontrolling interests | (5,709) | (3,347) | (3,140) | (3,007) | (628) | (9,291) | (15,203) | (628) | |||||||||||
Net (loss) income from continuing operations attributable to Synchronoss | (184,933) | (78,666) | (37,154) | ||||||||||||||||
Net income from discontinued operations, net of taxes | 63,454 | 9,307 | 18,985 | (1,186) | 9,314 | 1,140 | 23,622 | 6,191 | 75,495 | 90,560 | 40,267 | ||||||||
Net (loss) income attributable to Synchronoss | $ 10,915 | $ (35,088) | $ (26,568) | $ (58,697) | $ 30,829 | $ 2,562 | $ 7,832 | $ (29,329) | $ (15,176) | $ (8,858) | $ 7,409 | $ 19,738 | (109,438) | 11,894 | 3,113 | ||||
Income effect for interest on convertible debt, net of tax | 0 | 0 | 0 | ||||||||||||||||
Numerator for diluted EPS- Income to common stockholders after assumed conversions | (184,933) | (78,666) | (37,154) | ||||||||||||||||
Net income attributable to Synchronoss, adjusted for the convertible debt | $ (109,438) | $ 11,894 | $ 3,113 | ||||||||||||||||
Weighted-average common shares outstanding: | |||||||||||||||||||
Weighted average common shares outstanding - basic (in shares) | shares | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 44,668,921 | [1] | 43,551,409 | [1] | 42,284,393 | [1] | |||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||||||||||||||||
Shares from assumed conversion of convertible debt (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||
Options and unvested restricted shares (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||
Weighted average common shares outstanding - diluted (in shares) | shares | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 44,668,921 | [1] | 43,551,409 | [1] | 42,284,393 | [1] | |||||
Earnings Per Share, Basic [Abstract] | |||||||||||||||||||
Basic, Continuing operations (in dollars per share) | $ / shares | $ (1.75) | $ (0.98) | $ (0.44) | $ (0.96) | $ (0.74) | $ (0.15) | $ (0.25) | $ (0.66) | $ (0.57) | $ (0.24) | $ (0.39) | $ 0.33 | $ (4.14) | [1] | $ (1.81) | [1] | $ (0.88) | [1] | |
Basic, Discontinued operations (in dollars per share) | $ / shares | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.15 | 1.69 | [1] | 2.08 | [1] | 0.95 | [1] | |
Basic (in dollars per share) | $ / shares | 0.24 | (0.78) | (0.60) | (1.33) | 0.71 | 0.06 | 0.19 | (0.69) | (0.35) | (0.21) | 0.17 | 0.48 | (2.45) | [1] | 0.27 | [1] | 0.07 | [1] | |
Earnings Per Share, Diluted [Abstract] | |||||||||||||||||||
Diluted, Continuing operations (in dollars per share) | $ / shares | (1.75) | (0.98) | (0.44) | (0.96) | (0.74) | (0.15) | (0.25) | (0.66) | (0.57) | (0.24) | (0.39) | 0.30 | (4.14) | [1] | (1.81) | [1] | (0.88) | [1] | |
Diluted, Discontinued operations (in dollars per share) | $ / shares | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.13 | 1.69 | [1] | 2.08 | [1] | 0.95 | [1] | |
Diluted (in dollars per share) | $ / shares | $ 0.24 | $ (0.78) | $ (0.60) | $ (1.33) | $ 0.71 | $ 0.06 | $ 0.19 | $ (0.69) | $ (0.35) | $ (0.21) | $ 0.17 | $ 0.43 | $ (2.45) | [1] | $ 0.27 | [1] | $ 0.07 | [1] | |
2019 Notes | |||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||||
Conversion rate | 0.0188072 | ||||||||||||||||||
Convertible Debt Securities | |||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||||
Anti-dilutive stock options excluded (in shares) | shares | 4,325,646 | ||||||||||||||||||
[1] | See Note 3 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. |
Summary of Quarterly Results104
Summary of Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Net revenues | $ 106,259 | $ 91,015 | $ 118,990 | $ 86,097 | $ 107,011 | $ 119,936 | $ 121,101 | $ 78,246 | $ 86,463 | $ 88,747 | $ 87,710 | $ 109,641 | $ 402,361 | [1] | $ 426,294 | [1] | $ 372,561 | [1] |
Gross profit | 64,192 | 45,439 | 71,235 | 40,042 | 55,796 | 70,798 | 72,921 | 32,095 | 40,765 | 48,482 | 51,765 | 76,739 | ||||||
Loss from continuing operations | (33,222) | (36,139) | (8,894) | (51,347) | (51,687) | (12,226) | (13,348) | (45,343) | (32,097) | (15,955) | (7,328) | 18,267 | (129,602) | (122,604) | (37,113) | |||
Net loss from continuing operations | 8,604 | (36,364) | (29,383) | (61,586) | 25,120 | (785) | 4,692 | (32,336) | (15,804) | (8,858) | 7,409 | 19,738 | (118,729) | (3,309) | 2,485 | |||
Net income (loss) attributable to Synchronoss (2) | $ 10,915 | $ (35,088) | $ (26,568) | $ (58,697) | $ 30,829 | $ 2,562 | $ 7,832 | $ (29,329) | $ (15,176) | $ (8,858) | $ 7,409 | $ 19,738 | $ (109,438) | $ 11,894 | $ 3,113 | |||
Basic, Continuing operations (in dollars per share) | $ (1.75) | $ (0.98) | $ (0.44) | $ (0.96) | $ (0.74) | $ (0.15) | $ (0.25) | $ (0.66) | $ (0.57) | $ (0.24) | $ (0.39) | $ 0.33 | $ (4.14) | [2] | $ (1.81) | [2] | $ (0.88) | [2] |
Basic, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.15 | 1.69 | [2] | 2.08 | [2] | 0.95 | [2] |
Basic (in dollars per share) | 0.24 | (0.78) | (0.60) | (1.33) | 0.71 | 0.06 | 0.19 | (0.69) | (0.35) | (0.21) | 0.17 | 0.48 | (2.45) | [2] | 0.27 | [2] | 0.07 | [2] |
Diluted, Continuing operations (in dollars per share) | (1.75) | (0.98) | (0.44) | (0.96) | (0.74) | (0.15) | (0.25) | (0.66) | (0.57) | (0.24) | (0.39) | 0.30 | (4.14) | [2] | (1.81) | [2] | (0.88) | [2] |
Diluted, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.13 | 1.69 | [2] | 2.08 | [2] | 0.95 | [2] |
Diluted (in dollars per share) | $ 0.24 | $ (0.78) | $ (0.60) | $ (1.33) | $ 0.71 | $ 0.06 | $ 0.19 | $ (0.69) | $ (0.35) | $ (0.21) | $ 0.17 | $ 0.43 | $ (2.45) | [2] | $ 0.27 | [2] | $ 0.07 | [2] |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | $ (3,196) | $ 234 | $ (3,196) | $ 234 | ||||||||||||||
Additional Paid-In Capital | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | $ 710 | $ 710 | ||||||||||||||||
Accounting Standards Update 2016-09 | Additional Paid-In Capital | ||||||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||||||
Cumulative effect of adjustment to retained earnings (ASU Adoption) | $ 700 | |||||||||||||||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account | |||||||||||||||||
[2] | See Note 3 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. |
Summary of Quarterly Results105
Summary of Quarterly Results of Operations (Unaudited) Restatement Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Cash and cash equivalents | $ 156,299 | $ 169,801 | $ 110,344 | $ 89,986 | $ 86,782 | $ 147,872 | $ 235,967 | ||
Restricted cash | 89,826 | [1] | 41,632 | [1] | 12,975 | 21,042 | 26,302 | 0 | |
Marketable securities | 3,111 | 12,506 | 16,973 | 62,274 | 63,713 | ||||
Accounts receivable, net | 78,186 | [1] | 107,474 | [1] | 156,227 | 120,243 | 116,366 | ||
Prepaid and other current assets | 43,557 | 38,277 | 47,340 | 48,908 | 53,488 | ||||
Assets of discontinued operations, current | 1,632 | 1,632 | 1,088 | ||||||
Total current assets | 370,979 | 369,690 | 345,491 | 344,085 | 347,739 | ||||
Property and equipment, net | 111,825 | 158,205 | 171,548 | 170,507 | 165,620 | ||||
Goodwill | 237,303 | 224,651 | 233,605 | 236,006 | 228,621 | 149,928 | |||
Intangible assets, net | 132,167 | 162,968 | 186,165 | 194,391 | 204,361 | ||||
Deferred tax assets | 42,200 | 34,764 | 30,433 | ||||||
Marketable securities | 0 | 2,974 | 3,968 | 13,949 | 17,934 | ||||
Assets of discontinued operations, non-current | 25,778 | 26,186 | 26,594 | ||||||
Other assets | 5,236 | 8,658 | 10,056 | 10,371 | 12,215 | ||||
Total Assets | 965,411 | 1,054,351 | 1,018,811 | 1,030,259 | 1,033,517 | ||||
Accounts payable | 5,959 | 17,057 | 28,724 | 35,150 | 33,171 | ||||
Accrued expenses | 72,739 | 76,882 | 58,531 | 67,619 | 77,242 | ||||
Deferred revenues | 75,829 | 57,430 | 45,679 | 42,144 | 38,649 | ||||
Contingent consideration obligation | 0 | 2,833 | 3,405 | 4,754 | 1,644 | ||||
Short-term debt | 0 | 29,000 | 38,000 | 47,000 | 50,000 | ||||
Total current liabilities | 192,486 | 183,202 | 174,339 | 196,667 | 200,706 | ||||
Lease financing obligation | 11,183 | 12,450 | 13,125 | 13,668 | 14,094 | ||||
Convertible debt, net of debt issuance costs | 227,704 | 226,291 | 225,938 | 225,585 | 225,231 | ||||
Deferred tax liability | 13,735 | 10,017 | 13,336 | 6,716 | |||||
Deferred revenues | 25,241 | 65,630 | 59,208 | 61,507 | 42,685 | ||||
Other liabilities | 6,195 | 8,193 | 8,008 | 8,324 | 20,213 | ||||
Redeemable noncontrolling interest | 25,280 | 25,280 | 25,280 | 25,280 | 25,280 | ||||
Common stock | 5 | 5 | 3 | 4 | 4 | ||||
Treasury stock | (105,584) | (106,631) | (96,767) | (98,488) | (75,044) | ||||
Additional paid-in capital | 597,553 | 571,153 | 547,623 | 540,348 | 535,526 | ||||
Accumulated other comprehensive loss | (23,373) | (42,350) | (30,747) | (33,808) | (28,291) | ||||
Retained earnings | (5,014) | 107,620 | 82,784 | 77,836 | 66,397 | ||||
Total stockholders' equity | 463,587 | 529,797 | 502,896 | 485,892 | 498,592 | 505,329 | 463,464 | ||
Total liabilities & stockholders' equity | $ 965,411 | 1,054,351 | 1,018,811 | 1,030,259 | 1,033,517 | ||||
As Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Cash and cash equivalents | 181,018 | 123,319 | 111,028 | 113,084 | 147,634 | 235,967 | |||
Restricted cash | 0 | 0 | 0 | 0 | |||||
Marketable securities | 12,506 | 16,973 | 62,274 | 63,713 | |||||
Accounts receivable, net | 137,233 | 208,607 | 154,061 | 150,790 | |||||
Prepaid and other current assets | 33,696 | 45,972 | 47,677 | 53,236 | |||||
Assets of discontinued operations, current | 10,970 | 10,595 | 9,503 | ||||||
Total current assets | 364,453 | 405,841 | 385,635 | 390,326 | |||||
Property and equipment, net | 155,599 | 168,083 | 167,135 | 162,040 | |||||
Goodwill | 269,905 | 275,914 | 278,315 | 271,666 | |||||
Intangible assets, net | 203,864 | 215,666 | 222,045 | 230,986 | |||||
Deferred tax assets | 1,904 | 1,902 | 5,176 | ||||||
Marketable securities | 2,974 | 3,968 | 13,949 | 17,934 | |||||
Assets of discontinued operations, non-current | 43,433 | 44,001 | 44,568 | ||||||
Other assets | 7,541 | 9,920 | 10,050 | 10,867 | |||||
Total Assets | 1,164,729 | 1,124,729 | 1,123,032 | 1,133,563 | |||||
Accounts payable | 15,770 | 28,724 | 35,150 | 33,171 | |||||
Accrued expenses | 69,435 | 54,066 | 52,534 | 48,695 | |||||
Deferred revenues | 27,542 | 26,106 | 28,009 | 32,113 | |||||
Contingent consideration obligation | 11,860 | 8,229 | 7,657 | 1,271 | |||||
Short-term debt | 29,000 | 38,000 | 47,000 | 50,000 | |||||
Total current liabilities | 153,607 | 155,125 | 170,350 | 165,250 | |||||
Lease financing obligation | 12,121 | 13,082 | 13,623 | 14,047 | |||||
Convertible debt, net of debt issuance costs | 226,291 | 225,938 | 225,585 | 225,231 | |||||
Deferred tax liability | 26,397 | 29,716 | 23,096 | ||||||
Deferred revenues | 12,134 | ||||||||
Other liabilities | 3,783 | 20,399 | 22,545 | 19,900 | |||||
Redeemable noncontrolling interest | 49,856 | 52,616 | 55,459 | 58,323 | |||||
Common stock | 5 | 3 | 4 | 4 | |||||
Treasury stock | (95,183) | (95,183) | (95,812) | (72,368) | |||||
Additional paid-in capital | 575,093 | 561,992 | 547,970 | 535,945 | |||||
Accumulated other comprehensive loss | (43,253) | (31,788) | (34,880) | (29,254) | |||||
Retained earnings | 220,453 | 196,148 | 188,472 | 193,389 | |||||
Total stockholders' equity | 657,115 | 631,172 | 605,754 | 627,716 | 529,107 | ||||
Total liabilities & stockholders' equity | 1,164,729 | 1,124,729 | 1,123,032 | 1,133,563 | |||||
Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Cash and cash equivalents | (11,217) | $ 238 | 0 | ||||||
Total stockholders' equity | (65,643) | ||||||||
Revenue - Hosting, before income tax effect | Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net | (344) | (155) | (174) | (42) | |||||
Total current assets | (344) | (155) | (174) | (42) | |||||
Total Assets | (344) | (155) | (174) | (42) | |||||
Deferred revenues | 33,398 | 22,288 | 15,494 | 8,860 | |||||
Total current liabilities | 33,398 | 22,288 | 15,494 | 8,860 | |||||
Deferred revenues | 52,965 | 41,934 | 42,266 | 36,039 | |||||
Retained earnings | (86,707) | (64,377) | (57,934) | (44,941) | |||||
Total stockholders' equity | (86,707) | (64,377) | (57,934) | (44,941) | (20,152) | ||||
Total liabilities & stockholders' equity | (344) | (155) | (174) | (42) | |||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net | (36,509) | (60,711) | (41,754) | (42,041) | |||||
Total current assets | (36,509) | (60,711) | (41,754) | (42,041) | |||||
Total Assets | (36,509) | (60,711) | (41,754) | (42,041) | |||||
Accrued expenses | 5,274 | ||||||||
Deferred revenues | (151) | 1,628 | 1,890 | 1,378 | |||||
Total current liabilities | 5,123 | 6,857 | 17,895 | 31,141 | |||||
Deferred revenues | 531 | 17,274 | 19,241 | 6,646 | |||||
Other liabilities | (16,691) | (18,585) | (4,114) | ||||||
Accumulated other comprehensive loss | 658 | 639 | 670 | 562 | |||||
Retained earnings | (42,821) | (68,790) | (60,975) | (76,276) | |||||
Total stockholders' equity | (42,163) | (68,151) | (60,305) | (75,714) | (5,960) | ||||
Total liabilities & stockholders' equity | (36,509) | (60,711) | (41,754) | (42,041) | |||||
Acquisitions & Divestiture, before income tax effect | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Total Assets | (76,297) | (77,518) | (78,800) | ||||||
Accrued expenses | 441 | 285 | (11) | ||||||
Deferred revenues | (4,345) | (3,251) | (3,777) | ||||||
Contingent consideration obligation | (4,824) | (2,903) | 373 | ||||||
Total current liabilities | (8,728) | (5,869) | (3,415) | ||||||
Lease financing obligation | 43 | 45 | 47 | ||||||
Deferred revenues | 0 | 0 | |||||||
Redeemable noncontrolling interest | (28,898) | (28,982) | (29,066) | ||||||
Additional paid-in capital | (7,667) | (7,667) | (7,667) | ||||||
Retained earnings | (31,047) | (35,045) | (38,699) | ||||||
Total stockholders' equity | (38,714) | (42,712) | (46,366) | ||||||
Total liabilities & stockholders' equity | (76,297) | (77,518) | (78,800) | ||||||
Acquisitions & Divestiture, before income tax effect | Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts receivable, net | 7,896 | ||||||||
Prepaid and other current assets | 1,408 | 862 | 724 | 420 | |||||
Total current assets | 9,304 | 862 | 724 | 420 | |||||
Property and equipment, net | (823) | ||||||||
Goodwill | (41,358) | (54,903) | (54,901) | (55,637) | |||||
Intangible assets, net | (19,830) | (20,941) | (22,052) | (23,163) | |||||
Other assets | (70) | (1,315) | (1,289) | (420) | |||||
Total Assets | (67,748) | ||||||||
Accrued expenses | 971 | ||||||||
Deferred revenues | (3,360) | ||||||||
Contingent consideration obligation | (9,027) | ||||||||
Total current liabilities | (11,416) | ||||||||
Lease financing obligation | 41 | ||||||||
Redeemable noncontrolling interest | (28,813) | ||||||||
Additional paid-in capital | (7,667) | ||||||||
Retained earnings | (19,893) | ||||||||
Total stockholders' equity | (27,560) | (60,238) | |||||||
Total liabilities & stockholders' equity | (67,748) | ||||||||
Capitalized Software and Other, before income tax effect | Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Cash and cash equivalents | (11,217) | (12,975) | (21,042) | (26,302) | |||||
Restricted cash | 41,632 | 12,975 | 21,042 | 26,302 | |||||
Accounts receivable, net | (802) | 8,486 | 8,110 | 7,659 | |||||
Prepaid and other current assets | (1,166) | (143) | (142) | (817) | |||||
Assets of discontinued operations, current | (9,338) | (8,963) | (8,415) | ||||||
Total current assets | 28,447 | (995) | (995) | (1,573) | |||||
Property and equipment, net | 3,429 | 3,465 | 3,372 | 3,580 | |||||
Goodwill | 16,490 | 16,488 | 16,488 | ||||||
Intangible assets, net | (21,066) | (8,560) | (5,602) | (3,462) | |||||
Assets of discontinued operations, non-current | (17,655) | (17,815) | (17,974) | ||||||
Other assets | 1,187 | 1,451 | 1,610 | 1,768 | |||||
Total Assets | (18,003) | (5,804) | (2,942) | (1,173) | |||||
Accounts payable | 1,287 | 0 | 0 | 0 | |||||
Accrued expenses | 246 | 300 | 300 | 299 | |||||
Deferred revenues | 1 | 2 | 2 | 75 | |||||
Total current liabilities | 1,534 | 302 | 302 | 374 | |||||
Lease financing obligation | 288 | ||||||||
Deferred revenues | 0 | 0 | |||||||
Other liabilities | 1,679 | 1,569 | 1,633 | 1,696 | |||||
Redeemable noncontrolling interest | 4,237 | (3,977) | |||||||
Treasury stock | (11,448) | (1,584) | (2,676) | (2,676) | |||||
Additional paid-in capital | 3,727 | (6,702) | 45 | 7,248 | |||||
Accumulated other comprehensive loss | 138 | 295 | 295 | 294 | |||||
Retained earnings | (18,158) | (1,246) | (1,344) | (4,132) | |||||
Total stockholders' equity | (25,741) | (9,237) | (3,680) | 734 | (3,901) | ||||
Total liabilities & stockholders' equity | (18,003) | (5,804) | (2,942) | (1,173) | |||||
Income tax adjustments | Adjustments | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Prepaid and other current assets | 4,339 | 649 | 649 | 649 | |||||
Total current assets | 4,339 | 649 | 649 | 649 | |||||
Goodwill | (3,896) | (3,896) | (3,896) | (3,896) | |||||
Deferred tax assets | 40,296 | 32,862 | 25,257 | ||||||
Total Assets | 12,226 | 37,049 | 29,615 | 22,010 | |||||
Accrued expenses | 956 | (1,505) | (1,505) | (1,504) | |||||
Total current liabilities | 956 | (1,505) | (1,505) | (1,504) | |||||
Deferred tax liability | (16,380) | (16,380) | (16,380) | ||||||
Other liabilities | 2,731 | 2,731 | 2,731 | 2,731 | |||||
Accumulated other comprehensive loss | 107 | 107 | 107 | 107 | |||||
Retained earnings | 54,746 | 52,096 | 44,662 | 37,056 | |||||
Total stockholders' equity | 54,853 | 52,203 | 44,769 | 37,163 | $ 24,608 | ||||
Total liabilities & stockholders' equity | $ 12,226 | $ 37,049 | $ 29,615 | $ 22,010 | |||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account |
Summary of Quarterly Results106
Summary of Quarterly Results of Operations (Unaudited) Restatement Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | $ 106,259 | $ 91,015 | $ 118,990 | $ 86,097 | $ 107,011 | $ 119,936 | $ 121,101 | $ 78,246 | $ 86,463 | $ 88,747 | $ 87,710 | $ 109,641 | $ 402,361 | [1] | $ 426,294 | [1] | $ 372,561 | [1] |
Cost of revenues | 51,215 | 49,138 | 48,180 | 46,151 | 45,698 | 40,265 | 35,945 | 32,902 | 181,453 | [2] | 194,684 | 154,810 | ||||||
Research and development | 29,589 | 31,030 | 28,047 | 25,827 | 24,193 | 24,151 | 22,466 | 21,953 | 90,850 | 114,493 | 92,763 | |||||||
Selling, general and administrative | 41,607 | 28,827 | 29,880 | 25,914 | 26,505 | 20,339 | 18,615 | 19,132 | 154,037 | 126,228 | 84,591 | |||||||
Net change in contingent consideration obligation | (572) | (1,349) | 3,110 | 5 | 1,515 | 0 | 1,194 | 1,515 | ||||||||||
Restructuring charges | 1,360 | 924 | 1,139 | 2,910 | (34) | 359 | 1,416 | 3,205 | 10,739 | 6,333 | 4,946 | |||||||
Depreciation and amortization | 35,499 | 23,592 | 24,093 | 22,782 | 20,683 | 19,588 | 16,596 | 14,182 | 94,884 | 105,966 | 71,049 | |||||||
Costs and Expenses | 158,698 | 132,162 | 134,449 | 123,589 | 118,560 | 104,702 | 95,038 | 91,374 | 531,963 | 548,898 | 409,674 | |||||||
Loss from continuing operations | (33,222) | (36,139) | (8,894) | (51,347) | (51,687) | (12,226) | (13,348) | (45,343) | (32,097) | (15,955) | (7,328) | 18,267 | (129,602) | (122,604) | (37,113) | |||
Interest income | 415 | 271 | 591 | 630 | 564 | 546 | 471 | 466 | 12,502 | [1] | 1,907 | [1] | 2,047 | [1] | ||||
Interest Expense | (2,408) | (1,596) | (1,834) | (1,576) | (1,503) | (1,448) | (1,418) | (1,342) | (55,771) | (7,414) | (5,711) | |||||||
Other (expense) income, net | 886 | (151) | 668 | (381) | 808 | (921) | 472 | 248 | (17,678) | 1,022 | 607 | |||||||
Loss from continuing operations, before taxes | (52,794) | (13,702) | (13,923) | (46,670) | (32,228) | (17,778) | (7,803) | 17,639 | (229,087) | (127,089) | (40,170) | |||||||
Benefit for income taxes | 14,460 | 3,610 | (370) | 15,520 | 7,110 | 7,780 | (8,410) | (4,092) | 34,863 | 33,220 | 2,388 | |||||||
Net loss from continuing operations | (38,334) | (10,092) | (14,293) | (31,150) | (25,118) | (9,998) | (16,213) | 13,547 | (194,224) | (93,869) | (37,782) | |||||||
Net income from discontinued operations, net of taxes | 63,454 | 9,307 | 18,985 | (1,186) | 9,314 | 1,140 | 23,622 | 6,191 | 75,495 | 90,560 | 40,267 | |||||||
Net loss from continuing operations | 8,604 | (36,364) | (29,383) | (61,586) | 25,120 | (785) | 4,692 | (32,336) | (15,804) | (8,858) | 7,409 | 19,738 | (118,729) | (3,309) | 2,485 | |||
Net (loss) income attributable to noncontrolling interests | (5,709) | (3,347) | (3,140) | (3,007) | (628) | (9,291) | (15,203) | (628) | ||||||||||
Net income (loss) attributable to Synchronoss (2) | $ 10,915 | $ (35,088) | $ (26,568) | $ (58,697) | $ 30,829 | $ 2,562 | $ 7,832 | $ (29,329) | $ (15,176) | $ (8,858) | $ 7,409 | $ 19,738 | $ (109,438) | $ 11,894 | $ 3,113 | |||
Basic, Continuing operations (in dollars per share) | $ (1.75) | $ (0.98) | $ (0.44) | $ (0.96) | $ (0.74) | $ (0.15) | $ (0.25) | $ (0.66) | $ (0.57) | $ (0.24) | $ (0.39) | $ 0.33 | $ (4.14) | [3] | $ (1.81) | [3] | $ (0.88) | [3] |
Basic, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.15 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Earnings Per Share, Basic | 0.24 | (0.78) | (0.60) | (1.33) | 0.71 | 0.06 | 0.19 | (0.69) | (0.35) | (0.21) | 0.17 | 0.48 | (2.45) | [3] | 0.27 | [3] | 0.07 | [3] |
Diluted, Continuing operations (in dollars per share) | (1.75) | (0.98) | (0.44) | (0.96) | (0.74) | (0.15) | (0.25) | (0.66) | (0.57) | (0.24) | (0.39) | 0.30 | (4.14) | [3] | (1.81) | [3] | (0.88) | [3] |
Diluted, Discontinued operations (in dollars per share) | 1.99 | 0.20 | (0.16) | (0.37) | 1.45 | 0.21 | 0.44 | (0.03) | 0.22 | 0.03 | 0.56 | 0.13 | 1.69 | [3] | 2.08 | [3] | 0.95 | [3] |
Earnings Per Share, Diluted | $ 0.24 | $ (0.78) | $ (0.60) | $ (1.33) | $ 0.71 | $ 0.06 | $ 0.19 | $ (0.69) | $ (0.35) | $ (0.21) | $ 0.17 | $ 0.43 | $ (2.45) | [3] | $ 0.27 | [3] | $ 0.07 | [3] |
Basic (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
Diluted (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 44,668,921 | [3] | 43,551,409 | [3] | 42,284,393 | [3] | ||||
As Previously Reported | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | $ 121,796 | $ 132,480 | $ 118,255 | $ 104,219 | $ 121,213 | $ 109,297 | $ 102,176 | $ 95,431 | $ 476,750 | $ 428,117 | ||||||||
Cost of revenues | 50,210 | 49,073 | 48,467 | 46,448 | 45,512 | 40,223 | 35,945 | 33,607 | 194,198 | 155,287 | ||||||||
Research and development | 28,273 | 28,141 | 26,170 | 24,097 | 22,958 | 23,986 | 22,462 | 22,024 | 106,681 | 91,430 | ||||||||
Selling, general and administrative | 43,297 | 30,934 | 29,952 | 26,923 | 29,539 | 20,410 | 18,147 | 20,315 | 131,106 | 88,411 | ||||||||
Net change in contingent consideration obligation | 3,631 | 572 | 6,386 | 341 | 760 | 10,930 | 760 | |||||||||||
Restructuring charges | 1,360 | 924 | 1,139 | 2,910 | (34) | 359 | 1,416 | 3,205 | 6,333 | 4,946 | ||||||||
Depreciation and amortization | 25,302 | 24,692 | 25,262 | 24,055 | 20,931 | 19,754 | 16,632 | 14,835 | 99,311 | 72,152 | ||||||||
Costs and Expenses | 152,073 | 134,336 | 137,376 | 124,774 | 119,666 | 104,732 | 94,602 | 93,986 | 548,559 | 412,986 | ||||||||
Loss from continuing operations | (30,277) | (1,856) | (19,121) | (20,555) | 1,547 | 4,565 | 7,574 | 1,445 | (71,809) | 15,131 | ||||||||
Interest income | 936 | 271 | 591 | 630 | 564 | 546 | 471 | 466 | 2,428 | 2,047 | ||||||||
Interest Expense | (2,007) | (1,596) | (1,834) | (1,576) | (1,503) | (1,448) | (1,418) | (1,342) | (7,013) | (5,711) | ||||||||
Other (expense) income, net | 2,049 | (167) | 865 | (884) | 973 | (1,030) | 415 | 14 | 1,863 | 372 | ||||||||
Loss from continuing operations, before taxes | (29,299) | (3,348) | (19,499) | (22,385) | 1,581 | 2,633 | 7,042 | 583 | (74,531) | 11,839 | ||||||||
Benefit for income taxes | 7,176 | (1,621) | 2,074 | 361 | 2,263 | (4,448) | (2,309) | (930) | 7,990 | (5,424) | ||||||||
Net loss from continuing operations | (22,123) | (4,969) | (17,425) | (22,024) | 3,844 | (1,815) | 4,733 | (347) | (66,541) | 6,415 | ||||||||
Net income from discontinued operations, net of taxes | 43,668 | 9,802 | 10,122 | 10,941 | 7,478 | 11,460 | 10,421 | 10,908 | 74,533 | 40,267 | ||||||||
Net loss from continuing operations | 21,545 | 4,833 | (7,303) | (11,083) | 11,322 | $ 9,645 | $ 15,154 | $ 10,561 | 7,992 | 46,682 | ||||||||
Net (loss) income attributable to noncontrolling interests | (2,760) | (2,843) | (2,864) | (3,129) | 6,052 | (11,596) | 6,052 | |||||||||||
Net income (loss) attributable to Synchronoss (2) | $ 24,305 | $ 7,676 | $ (4,439) | $ (7,954) | $ 5,270 | $ 19,588 | $ 40,630 | |||||||||||
Basic, Continuing operations (in dollars per share) | $ (0.44) | $ (0.05) | $ (0.34) | $ (0.44) | $ (0.05) | $ (0.04) | $ 0.11 | $ (0.01) | $ (1.26) | $ 0.01 | ||||||||
Basic, Discontinued operations (in dollars per share) | 0.99 | 0.23 | 0.24 | 0.26 | 0.17 | 0.27 | 0.25 | 0.26 | 1.71 | |||||||||
Earnings Per Share, Basic | 0.55 | 0.18 | (0.10) | (0.18) | 0.12 | 0.23 | 0.36 | 0.25 | 0.45 | 0.96 | ||||||||
Diluted, Continuing operations (in dollars per share) | (0.44) | (0.05) | (0.34) | (0.44) | (0.05) | (0.04) | 0.11 | (0.01) | (1.26) | 0.01 | ||||||||
Diluted, Discontinued operations (in dollars per share) | $ 0.99 | 0.23 | 0.24 | 0.26 | $ 0.17 | 0.27 | 0.25 | 0.26 | 1.71 | 0.95 | ||||||||
Earnings Per Share, Diluted | $ 0.18 | $ (0.10) | $ (0.18) | $ 0.23 | $ 0.36 | $ 0.25 | $ 0.45 | $ 0.96 | ||||||||||
Basic (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 41,626,000 | 43,571,000 | 42,284,000 | ||||||||
Diluted (in shares) | 43,814,000 | 43,560,000 | 43,450,000 | 43,423,000 | 42,817,000 | 42,491,000 | 41,870,000 | 47,080,000 | 43,571,000 | 42,284,000 | ||||||||
Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Selling, general and administrative | $ (1,752) | $ (2,246) | ||||||||||||||||
Benefit for income taxes | 7,284 | |||||||||||||||||
Net loss from continuing operations | $ (27,328) | $ (44,197) | ||||||||||||||||
Net income from discontinued operations, net of taxes | 16,027 | 0 | ||||||||||||||||
Net (loss) income attributable to noncontrolling interests | (3,607) | (6,680) | ||||||||||||||||
Revenue - Hosting, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | (22,331) | (6,440) | $ (12,840) | $ 2,119 | $ (2,519) | $ (2,355) | $ (5,586) | $ (16,448) | (39,492) | (26,908) | ||||||||
Selling, general and administrative | 2 | 153 | 155 | |||||||||||||||
Costs and Expenses | 2 | 153 | 155 | |||||||||||||||
Loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Loss from continuing operations, before taxes | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net loss from continuing operations | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (2,355) | (5,586) | (16,448) | (39,647) | (26,908) | ||||||||
Net income (loss) attributable to Synchronoss (2) | (22,331) | (6,442) | (12,993) | 2,119 | (2,519) | (39,647) | (26,908) | |||||||||||
Revenue - Evidence of Arrangement and Other Revenue, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | 18,958 | (7,648) | 16,211 | (18,086) | (12,141) | (18,195) | (8,880) | 40,658 | 9,435 | 1,442 | ||||||||
Selling, general and administrative | (472) | (3,042) | (4,470) | (3,042) | ||||||||||||||
Costs and Expenses | (1,752) | (2,246) | (472) | (3,042) | (4,470) | (3,042) | ||||||||||||
Loss from continuing operations | 20,710 | (5,402) | 16,683 | (18,086) | (9,099) | (18,195) | (8,880) | 40,658 | 13,905 | 4,484 | ||||||||
Other (expense) income, net | (69) | 16 | (197) | 503 | (149) | 109 | 57 | (69) | 253 | (52) | ||||||||
Loss from continuing operations, before taxes | 20,641 | (5,386) | 16,486 | (17,583) | (9,248) | (18,086) | (8,823) | 40,589 | 14,158 | 4,432 | ||||||||
Benefit for income taxes | (534) | (534) | ||||||||||||||||
Net loss from continuing operations | 20,641 | (5,386) | 16,486 | (17,583) | (9,782) | (18,086) | (8,823) | 40,589 | 14,158 | 3,898 | ||||||||
Net income from discontinued operations, net of taxes | 5,329 | (2,427) | (1,188) | (2,111) | (397) | |||||||||||||
Net loss from continuing operations | 25,970 | (7,813) | 15,298 | (19,694) | (9,782) | (18,086) | (8,823) | 40,589 | 13,761 | 3,898 | ||||||||
Net income (loss) attributable to Synchronoss (2) | 25,970 | (7,813) | 15,298 | (19,694) | (9,782) | 13,761 | 3,898 | |||||||||||
Acquisitions & Divestiture, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | (11,412) | 1,544 | (525) | (10,006) | (20,090) | (10,000) | (20,399) | (30,090) | ||||||||||
Cost of revenues | 64 | 65 | (171) | (1) | (17) | (43) | (17) | |||||||||||
Selling, general and administrative | (75) | 156 | 296 | 84 | 461 | |||||||||||||
Net change in contingent consideration obligation | (4,203) | (1,921) | (3,276) | (336) | 755 | (9,736) | 755 | |||||||||||
Depreciation and amortization | (1,119) | (1,111) | (1,111) | (1,111) | (76) | (20) | (20) | (20) | (4,452) | (136) | ||||||||
Costs and Expenses | (5,333) | (2,811) | (4,262) | (1,364) | 662 | (20) | (20) | (20) | (13,770) | 602 | ||||||||
Loss from continuing operations | (6,079) | 4,355 | 3,737 | (8,642) | (20,752) | 20 | 20 | (9,980) | (6,629) | (30,692) | ||||||||
Interest income | (340) | (340) | ||||||||||||||||
Interest Expense | 374 | 374 | ||||||||||||||||
Other (expense) income, net | (830) | (16) | (830) | (16) | ||||||||||||||
Loss from continuing operations, before taxes | (6,875) | 4,355 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | (7,425) | (30,708) | ||||||||
Net loss from continuing operations | (6,875) | 4,355 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | (7,425) | (30,708) | ||||||||
Net income from discontinued operations, net of taxes | 18,116 | (272) | 17,844 | |||||||||||||||
Net loss from continuing operations | 11,241 | 4,083 | 3,737 | (8,642) | (20,768) | 20 | 20 | (9,980) | 10,419 | (30,708) | ||||||||
Net income (loss) attributable to Synchronoss (2) | 11,241 | 4,083 | 3,737 | (8,642) | (20,768) | 10,419 | (30,708) | |||||||||||
Capitalized Software and Other, before income tax effect | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Net revenues | 0 | |||||||||||||||||
Cost of revenues | 941 | (116) | (296) | 203 | 42 | (705) | 529 | (460) | ||||||||||
Research and development | 1,316 | 2,889 | 1,877 | 1,730 | 1,235 | 165 | 4 | (71) | 7,812 | 1,333 | ||||||||
Selling, general and administrative | 137 | (19) | (49) | (1,093) | 8 | (71) | 468 | (1,183) | (1,024) | (778) | ||||||||
Depreciation and amortization | 11,316 | 11 | (58) | (162) | (172) | (146) | (16) | (633) | 11,107 | (967) | ||||||||
Costs and Expenses | 13,710 | 2,881 | 1,654 | 179 | 1,274 | (10) | 456 | (2,592) | 18,424 | (872) | ||||||||
Loss from continuing operations | (13,710) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,592 | (18,424) | 872 | ||||||||
Interest income | (181) | (181) | ||||||||||||||||
Interest Expense | 200 | 200 | ||||||||||||||||
Other (expense) income, net | (264) | 0 | 303 | (264) | 303 | |||||||||||||
Loss from continuing operations, before taxes | (13,955) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Benefit for income taxes | 0 | 0 | ||||||||||||||||
Net loss from continuing operations | (13,955) | (2,881) | (1,654) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Net income from discontinued operations, net of taxes | (1) | 1 | ||||||||||||||||
Net loss from continuing operations | (13,955) | (2,882) | (1,653) | (179) | (1,274) | 10 | (456) | 2,895 | (18,669) | 1,175 | ||||||||
Net income (loss) attributable to Synchronoss (2) | (11,006) | (2,378) | (1,377) | (301) | 5,406 | (15,062) | 7,855 | |||||||||||
Income tax adjustments | Adjustments | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Interest Expense | (975) | (975) | ||||||||||||||||
Loss from continuing operations, before taxes | (975) | (975) | ||||||||||||||||
Benefit for income taxes | 5,231 | (2,444) | 15,159 | 5,381 | 12,228 | (6,101) | (3,162) | 25,230 | 8,346 | |||||||||
Net loss from continuing operations | 6,309 | 5,231 | (2,444) | 15,159 | 5,381 | 12,228 | (6,101) | (3,162) | 24,255 | 8,346 | ||||||||
Net income from discontinued operations, net of taxes | (3,659) | 2,205 | 10,050 | (10,016) | 1,836 | (10,320) | 13,201 | (4,717) | (1,420) | |||||||||
Net loss from continuing operations | 2,650 | 7,436 | 7,606 | 5,143 | 7,217 | $ 1,908 | $ 7,100 | $ (7,879) | 22,835 | 8,346 | ||||||||
Net income (loss) attributable to Synchronoss (2) | $ 2,650 | $ 7,436 | $ 7,606 | $ 5,143 | $ 7,217 | $ 22,835 | $ 8,346 | |||||||||||
[1] | See Note 6 -Investments in Affiliates and Related Transactions for related party transactions reflected in this account | |||||||||||||||||
[2] | Cost of services excludes depreciation and amortization which is shown separately. | |||||||||||||||||
[3] | See Note 3 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. |
Legal Matters (Details)
Legal Matters (Details) | 1 Months Ended | |
Jun. 14, 2017claim | Dec. 31, 2013shareholder | |
Obligations Under Acquisition Agreement | Miyowa | ||
Loss Contingencies [Line Items] | ||
Number of former shareholders (shareholder) | shareholder | 2 | |
Pending Litigation | The Securities Law Actions | ||
Loss Contingencies [Line Items] | ||
Number of claims filed | claim | 4 |
Subsequent Events Review (Detai
Subsequent Events Review (Details) - USD ($) $ in Millions | 1 Months Ended | |
May 31, 2018 | Aug. 12, 2014 | |
Honeybee Software | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Cash paid for acquisition | $ 10.7 | |
2019 Notes | ||
Subsequent Event [Line Items] | ||
Interest rate, as a percent | 0.75% |
SCHEDULE II - VALUATION AND 109
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful receivables | |||
Allowance for doubtful receivables | |||
Beginning Balance | $ 1,459,000 | $ 1,189,000 | $ 88,000 |
Additions | 7,590,000 | 10,201,000 | 2,032,000 |
Reductions | (5,942,000) | (9,931,000) | (931,000) |
Ending Balance | 3,107,000 | 1,459,000 | 1,189,000 |
Valuation allowance for deferred tax assets | |||
Allowance for doubtful receivables | |||
Beginning Balance | 14,180,000 | 10,804,000 | 4,764,000 |
Additions | 23,370,000 | 3,783,000 | 7,248,000 |
Reductions | (5,027,000) | (407,000) | (1,208,000) |
Ending Balance | 32,523,000 | 14,180,000 | $ 10,804,000 |
As Previously Reported | Allowance for doubtful receivables | |||
Allowance for doubtful receivables | |||
Beginning Balance | 0 | ||
Additions | 14,562,000 | ||
Reductions | 0 | ||
Ending Balance | $ 14,562,000 | $ 0 |