Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-52049 | |
Entity Registrant Name | SYNCHRONOSS TECHNOLOGIES, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1594540 | |
Entity Address, Address Line One | 200 Crossing Boulevard | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | Bridgewater | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08807 | |
City Area Code | 866 | |
Local Phone Number | 620-3940 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $.0001 par value | |
Trading Symbol | SNCR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 44,105,881 | |
Entity Central Index Key | 0001131554 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, restricted cash and cash equivalents | $ 46,359 | $ 39,001 |
Marketable securities, current | 0 | 11 |
Accounts receivable, net | 47,705 | 65,863 |
Prepaid & Other Current Assets | 43,417 | 38,022 |
Total current assets | 137,481 | 142,897 |
Non-Current Assets: | ||
Property and equipment, net | 13,408 | 26,525 |
Operating lease right-of-use assets | 37,019 | 53,965 |
Goodwill | 227,012 | 222,969 |
Intangible assets, net | 71,487 | 77,613 |
Other Assets, non-current | 12,167 | 8,054 |
Total Non-Current Assets | 361,093 | 389,126 |
Total assets | 498,574 | 532,023 |
Current liabilities: | ||
Accounts payable | 11,292 | 21,551 |
Accrued expenses | 77,693 | 65,987 |
Deferred revenues, current | 33,897 | 65,858 |
Debt, current | 10,000 | 0 |
Total current liabilities | 132,882 | 153,396 |
Deferred tax liabilities | 2,559 | 1,679 |
Deferred revenues, non-current | 17,518 | 21,941 |
Leases, non-current | 48,787 | 60,976 |
Other non-current liabilities | 3,212 | 4,589 |
Redeemable noncontrolling interest | 12,500 | 12,500 |
Commitments and contingencies | ||
Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 242 shares issued and outstanding at September 30, 2020 | 227,861 | 200,865 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 100,000 shares authorized, 51,521 and 51,704 shares issued; 44,359 and 44,542 outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 5 |
Treasury stock, at cost (7,162 and 7,162 shares at September 30, 2020 and December 31, 2019, respectively) | (82,087) | (82,087) |
Additional paid-in capital | 512,504 | 525,739 |
Accumulated other comprehensive loss | (32,190) | (33,261) |
Accumulated deficit | (344,977) | (334,319) |
Total stockholders’ equity | 53,255 | 76,077 |
Total liabilities and stockholders’ equity | $ 498,574 | $ 532,023 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 242,000 | 242,000 |
Preferred stock, shares outstanding (in shares) | 242,000 | 242,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 51,521,000 | 51,704,000 |
Common stock, shares outstanding (in shares) | 44,359,000 | 44,542,000 |
Treasury stock, shares (in shares) | 7,162,000 | 7,162,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Net revenues | $ 68,636 | $ 52,210 | $ 222,293 | $ 218,161 | |
Costs and expenses: | |||||
Cost of revenues | [1] | 28,452 | 35,602 | 93,403 | 107,958 |
Research and development | 20,885 | 18,575 | 59,769 | 57,282 | |
Selling, general and administrative | 23,265 | 30,536 | 74,249 | 82,862 | |
Restructuring charges | 820 | (39) | 6,763 | 738 | |
Depreciation and amortization | 12,212 | 18,508 | 33,852 | 58,920 | |
Total costs and expenses | 85,634 | 103,182 | 268,036 | 307,760 | |
Loss from continuing operations | (16,998) | (50,972) | (45,743) | (89,599) | |
Interest income | 20 | 228 | 1,587 | 716 | |
Interest expense | (72) | (203) | (401) | (1,251) | |
Gain (loss) on extinguishment of debt | 0 | 5 | 0 | 822 | |
Other Income, net | 2,684 | (422) | 5,743 | 17 | |
Equity method investment loss | 0 | 0 | 0 | (1,619) | |
Loss from continuing operations, before taxes | (14,366) | (51,364) | (38,814) | (90,914) | |
Benefit (provision) for income taxes | 8,744 | (9,849) | 29,148 | (6,614) | |
Net loss | (5,622) | (61,213) | (9,666) | (97,528) | |
Net loss attributable to redeemable noncontrolling interests | (60) | (25) | (242) | (931) | |
Preferred stock dividend | (9,685) | (8,194) | (27,882) | (23,590) | |
Net loss attributable to Synchronoss | $ (15,367) | $ (69,432) | $ (37,790) | $ (122,049) | |
Earnings per share | |||||
Basic (usd per share) | $ (0.36) | $ (1.70) | $ (0.90) | $ (3.01) | |
Diluted (usd per share) | $ (0.36) | $ (1.70) | $ (0.90) | $ (3.01) | |
Weighted-average common shares outstanding: | |||||
Basic (in shares) | 42,360 | 40,910 | 41,777 | 40,564 | |
Diluted (in shares) | 42,360 | 40,910 | 41,777 | 40,564 | |
[1] | Cost of revenues excludes depreciation and amortization which are shown separately. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,622) | $ (61,213) | $ (9,666) | $ (97,528) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | 1,343 | (2,435) | (726) | (1,928) |
Unrealized loss on available for sale securities | 0 | 192 | 751 | (710) |
Net income (loss) on inter-company foreign currency transactions | 864 | (740) | 1,046 | (859) |
Total other comprehensive income (loss) | 2,207 | (2,983) | 1,071 | (3,497) |
Comprehensive loss | (3,415) | (64,196) | (8,595) | (101,025) |
Comprehensive loss attributable to redeemable noncontrolling interests | (60) | (25) | (242) | (931) |
Comprehensive loss attributable to Synchronoss | $ (3,475) | $ (64,221) | $ (8,837) | $ (101,956) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new credit loss accounting standard | $ 188,909 | $ 5 | $ (82,087) | $ 534,673 | $ (30,383) | $ (233,299) |
Beginning balance (in shares) at Dec. 31, 2018 | 49,836 | 7,162 | ||||
Beginning balance at Dec. 31, 2018 | 188,909 | $ 5 | $ (82,087) | 534,673 | (30,383) | (233,299) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 16,694 | 16,694 | ||||
Issuance of restricted stock (in shares) | 1,767 | |||||
Issuance of restricted stock | 0 | |||||
Preferred stock dividends declared | (22,005) | (22,005) | ||||
Amortization of preferred stock issuance costs | (1,586) | (1,586) | ||||
Issuance of common stock on exercise of options (in shares) | 7 | |||||
Issuance of common stock on exercise of options | 39 | 39 | ||||
Shares withheld for taxes in connection with issuance of restricted stock (in shares) | (2) | |||||
Shares withheld for taxes in connection with issuance of restricted stock | (12) | (12) | ||||
Adjustments to purchase price allocation | 3,574 | 3,574 | ||||
Net (loss) income attributable to Synchronoss | (98,458) | (98,458) | ||||
Non-controlling interest | 931 | 931 | ||||
Total other comprehensive income (loss) | (3,497) | (3,497) | ||||
Adoption of new credit loss accounting standard | 188,909 | $ 5 | $ (82,087) | 528,734 | (33,880) | (328,185) |
Other | (2) | (2) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 51,608 | 7,162 | ||||
Ending balance at Sep. 30, 2019 | 84,587 | $ 5 | $ (82,087) | 528,734 | (33,880) | (328,185) |
Beginning balance (in shares) at Dec. 31, 2018 | 49,836 | 7,162 | ||||
Beginning balance at Dec. 31, 2018 | 188,909 | $ 5 | $ (82,087) | 534,673 | (30,383) | (233,299) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new credit loss accounting standard | 188,909 | $ 5 | $ (82,087) | 534,673 | (30,383) | (233,299) |
Adoption of new credit loss accounting standard | Adjustments for New Accounting Pronouncement [Member] | $ (750) | (750) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 51,704 | 51,704 | 7,162 | |||
Ending balance at Dec. 31, 2019 | $ 76,077 | $ 5 | $ (82,087) | 525,739 | (33,261) | (334,319) |
Ending balance (Adjustments for New Accounting Pronouncement [Member]) at Dec. 31, 2019 | $ (750) | (750) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||
Adoption of new credit loss accounting standard | $ 151,355 | $ 5 | $ (82,087) | 531,282 | (30,897) | (266,948) |
Beginning balance (in shares) at Jun. 30, 2019 | 51,578 | 7,162 | ||||
Beginning balance at Jun. 30, 2019 | 151,355 | $ 5 | $ (82,087) | 531,282 | (30,897) | (266,948) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 5,587 | 5,587 | ||||
Issuance of restricted stock (in shares) | 24 | |||||
Issuance of restricted stock | 0 | |||||
Preferred stock dividends declared | (7,598) | (7,598) | ||||
Amortization of preferred stock issuance costs | (597) | (597) | ||||
Issuance of common stock on exercise of options (in shares) | 7 | |||||
Issuance of common stock on exercise of options | 39 | 39 | ||||
Shares withheld for taxes in connection with issuance of restricted stock (in shares) | (1) | |||||
Shares withheld for taxes in connection with issuance of restricted stock | (4) | (4) | ||||
Net (loss) income attributable to Synchronoss | (61,237) | (61,237) | ||||
Non-controlling interest | 25 | 25 | ||||
Total other comprehensive income (loss) | (2,983) | (2,983) | ||||
Adoption of new credit loss accounting standard | 84,587 | $ 5 | $ (82,087) | 528,734 | (33,880) | (328,185) |
Ending balance (in shares) at Sep. 30, 2019 | 51,608 | 7,162 | ||||
Ending balance at Sep. 30, 2019 | 84,587 | $ 5 | $ (82,087) | 528,734 | (33,880) | (328,185) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new credit loss accounting standard | 84,587 | 5 | (82,087) | 528,734 | (33,880) | (328,185) |
Adoption of new credit loss accounting standard | 76,077 | $ 5 | $ (82,087) | 525,739 | (33,261) | (334,319) |
Adoption of new credit loss accounting standard | Adjustments for New Accounting Pronouncement [Member] | $ (750) | (750) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 51,704 | 51,704 | 7,162 | |||
Beginning balance at Dec. 31, 2019 | $ 76,077 | $ 5 | $ (82,087) | 525,739 | (33,261) | (334,319) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 14,406 | 14,406 | ||||
Issuance of restricted stock (in shares) | (188) | |||||
Issuance of restricted stock | 0 | |||||
Preferred stock dividends declared | (25,373) | (25,373) | ||||
Amortization of preferred stock issuance costs | $ (2,510) | (2,510) | ||||
Issuance of common stock on exercise of options (in shares) | 0 | |||||
Shares withheld for taxes in connection with issuance of restricted stock (in shares) | (2) | |||||
Shares withheld for taxes in connection with issuance of restricted stock | $ 0 | |||||
Net (loss) income attributable to Synchronoss | (9,666) | (9,666) | ||||
Non-controlling interest | 0 | 242 | (242) | |||
Total other comprehensive income (loss) | 1,071 | 1,071 | ||||
Adoption of new credit loss accounting standard | 76,077 | $ 5 | $ (82,087) | 525,739 | (32,190) | (334,319) |
Adoption of new credit loss accounting standard | Adjustments for New Accounting Pronouncement [Member] | $ (750) | (750) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 51,521 | 51,514 | 7,162 | |||
Ending balance at Sep. 30, 2020 | $ 53,255 | $ 5 | $ (82,087) | 512,504 | (32,190) | (344,977) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new credit loss accounting standard | 62,002 | $ 5 | $ (82,087) | 517,794 | (34,397) | (339,313) |
Adoption of new credit loss accounting standard | Adjustments for New Accounting Pronouncement [Member] | 18 | 18 | ||||
Beginning balance (in shares) at Jun. 30, 2020 | 51,619 | 7,162 | ||||
Beginning balance at Jun. 30, 2020 | 62,002 | $ 5 | $ (82,087) | 517,794 | (34,397) | (339,313) |
Beginning balance (Adjustments for New Accounting Pronouncement [Member]) at Jun. 30, 2020 | 18 | 18 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock based compensation | 4,336 | 4,336 | ||||
Issuance of restricted stock (in shares) | (105) | |||||
Issuance of restricted stock | 0 | |||||
Preferred stock dividends declared | (8,761) | (8,761) | ||||
Amortization of preferred stock issuance costs | (925) | (925) | ||||
Net (loss) income attributable to Synchronoss | (5,622) | (5,622) | ||||
Non-controlling interest | 0 | 60 | (60) | |||
Total other comprehensive income (loss) | 2,207 | 2,207 | ||||
Adoption of new credit loss accounting standard | 53,255 | $ 5 | $ (82,087) | 512,504 | (32,190) | (344,977) |
Adoption of new credit loss accounting standard | Adjustments for New Accounting Pronouncement [Member] | $ 18 | 18 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 51,521 | 51,514 | 7,162 | |||
Ending balance at Sep. 30, 2020 | $ 53,255 | $ 5 | $ (82,087) | 512,504 | (32,190) | (344,977) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adoption of new credit loss accounting standard | $ 53,255 | $ 5 | $ (82,087) | $ 512,504 | $ (32,190) | $ (344,977) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net loss continuing operations | $ (9,666) | $ (97,528) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 33,852 | 58,921 |
Amortization of debt issuance costs | 0 | 272 |
(Gain) loss on extinguishment of debt | 0 | (822) |
Loss (earnings) from Equity method investments | 0 | 1,619 |
(Gain) loss on Disposals of fixed assets | 12 | 15 |
(Gain) loss on Disposals of intangible assets | (2,164) | 0 |
Amortization of bond premium | 0 | (34) |
Deferred income taxes | 356 | (25) |
Stock-based compensation | 14,547 | 17,033 |
Cumulative adjustment to STI receivable | 0 | 26,044 |
ROU Asset Impairment | 6,232 | 6,268 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 11,357 | 3,180 |
Prepaid expenses and other current assets | (5,426) | 34,052 |
Accounts payable | (8,400) | 2,615 |
Accrued expenses | 10,063 | (9,418) |
Deferred revenues | (36,924) | (28,583) |
Other liabilities | (5,178) | (1,770) |
Net cash provided by operating activities | 8,661 | 11,839 |
Investing activities: | ||
Purchases of fixed assets | (571) | (7,077) |
Additions to capitalized software | (12,610) | (9,289) |
Acquisition of intangible assets | (400) | 0 |
Proceeds from the sale of intangibles | 2,164 | 0 |
Purchases of marketable securities available for sale | 0 | (47,703) |
Maturity of marketable securities available for sale | 11 | 81,794 |
Net cash provided by (used in) investing activities | (11,406) | 17,725 |
Financing activities: | ||
Taxes paid on withholding shares | (9) | 0 |
Retirement of Convertible Senior Notes & related costs | 0 | (112,993) |
Borrowings on revolving line of credit | 10,000 | 0 |
Preferred dividend payment | 0 | (7,075) |
Payments on capital obligations | 0 | (925) |
Net cash provided by (used in) financing activities | 9,991 | (120,993) |
Effect of exchange rate changes on cash | 112 | 783 |
Net increase in cash and cash equivalents | 7,358 | (90,646) |
Cash and cash equivalents, beginning of period | 39,001 | 109,860 |
Cash and cash equivalents, end of period | 46,359 | 19,214 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Paid in kind dividends on Series A Convertible Participating Perpetual Preferred Stock | $ 26,995 | $ 14,407 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Description of Business | |
Description of Business | Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) Digital, Cloud, Messaging and IoT platforms help the world’s leading companies, including operators, original equipment manufacturers (“OEMs”), and Technology, Media and Telecom (“TMT”) providers to deliver continuously transformative customer experiences that create high value engagement and new monetization opportunities. The Company currently operates in and markets solutions and services directly through the Company’s sales organizations in North America, Europe and Asia-Pacific. The Company’s platforms give customers new opportunities in the TMT space, taking advantage of the rapidly converging services, connected devices, networks and applications. The Company delivers platforms, products and solutions including: • Cloud sync, backup, storage, device set up, content transfer and content engagement for user generated content • Advanced, multi-channel messaging peer-to-peer (“P2P”) communications and application-to-person (“A2P”) commerce solutions • Digital experience management (Platform as a Service) - including digital journey creation, and journey design products that use analytics that power digital advisor products for IT and Business Channel Owners • IoT management technology for Smart Cities, Smart Buildings and more The Synchronoss Personal Cloud Platform™ is a secure and highly scalable white label platform designed to store and sync subscriber’s personally created content seamlessly to and from current and new devices. This allows an Operator’s customers to protect, engage with and manage their personal content and gives the Company’s Operator customers the ability to increase average revenue per user (“ARPU”) through a new monthly recurring charge (“MRC”) and opportunities to mine valuable data that will give subscribers access to new, beneficial services. Additionally, the Synchronoss Personal Cloud Platform performs an expanding set of value-add services including facilitating an Operator’s initial device setup and enhancing visibility and control across disparate devices within subscribers’ smart homes. The Synchronoss Messaging Platform powers hundreds of millions of subscribers’ mail boxes worldwide. The Company’s Advanced Messaging Product is a powerful, secure and intelligent white label messaging platform that expands capabilities for Operators and TMT companies to offer P2P messaging via Rich Communications Services (“RCS”). Additionally, the Company’s Advanced Messaging Product powers commerce and a robust ecosystem for Operators, brands and advertisers to execute Application to Person (“A2P”) commerce and data-rich dialogue with subscribers. The Synchronoss Digital Experience Platform (“DXP”) is a purpose-built experience management toolset that sits between the Company’s customers end-user facing applications and their existing back end systems, enabling the authoring and management of customer journeys in a cloud-native no/low-code environment. This platform uses products such as Journey Creator, Journey Advisor, CX Baseline and Digital Coach to create a wide variety of insight-driven customer experiences across existing channels (digital and analogue) including creating the ability to pause and resume continuous, intelligent experiences in an omni-channel environment. DXP can be operated by IT professionals and “citizen” developers (business analysts, etc.) enabling the Company’s customers to bring more compelling and complex experiences to market in less time with fewer and more diverse resources in a real-time, collaborative environment. The Synchronoss IoT Platform creates an easy to use environment and extensible ecosystem making the management of disparate devices, sensors, data pools and networks easier to manage by IoT administrators and drives the propagation of new IoT applications and monetization models for TMT companies. The Company’s IoT platform utilizes Synchronoss platforms (DXP, Cloud, Messaging), products and solutions to make IoT more accessible and actionable for Smart Building facility managers, Smart City planners, Automotive OEMs and TMT ecosystem players. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared by Synchronoss and in the opinion of management, include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The condensed 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. For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Risks and Uncertainties There are many uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While the pandemic did not materially affect the Company’s financial results and business operations for the three and nine months ended September 30, 2020, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties. The Company will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to its operations as necessary. Recently Issued Accounting Standards Recent accounting pronouncements adopted Standard Description Effect on the financial statements ASU 2016-13, ASU 2019-4 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 U.S. 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. We adopted Topic 326 beginning on January 1, 2020 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Upon adoption, we changed our impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including our accounts receivable. CECL estimates on accounts receivable are recorded as general and administrative expenses on our condensed consolidated statements of income. The cumulative effect adjustment from adoption was immaterial to our condensed consolidated financial statements. Date of adoption: January 1, 2020. Standards issued not yet adopted Standard Description Effect on the financial statements Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes The ASU removes the exception to the general principles in ASC 740, Income Taxes, associated with the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments and interim-period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU improves the application of income tax related guidance and simplifies U.S. GAAP when accounting for franchise taxes that are partially based on income, transactions with government resulting in a step-up in tax basis goodwill, separate financial statements of legal entities not subject to tax, and enacted changes in tax laws in interim periods. Different transition approaches, retrospective, modified retrospective, or prospective, will apply to each income tax simplification provision. The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The Company disaggregates revenue from contracts with customers into the nature of the products and services and geographical regions. The Company’s geographic regions are the Americas, Europe, the Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”). The majority of the Company’s revenue is from the Technology, Media and Telecom (collectively, “TMT”) sector. Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography Americas $ 37,806 $ 10,212 $ 4,249 $ 52,266 $ 38,669 $ (6,947) $ 2,514 $ 34,236 APAC — 791 8,280 9,071 — 769 10,638 11,407 EMEA 1,678 1,633 3,988 7,299 1,792 856 3,919 6,567 Total $ 39,484 $ 12,635 $ 16,517 $ 68,636 $ 40,461 $ (5,322) $ 17,071 $ 52,210 Service Line Professional Services $ 5,253 $ 2,891 $ 3,262 $ 11,405 $ 3,861 $ 3,407 $ 2,698 $ 9,966 Transaction Services 1,345 1,715 — 3,060 1,321 2,720 — 4,041 Subscription Services 32,887 8,001 11,236 52,124 35,243 (12,653) 9,321 31,911 License — 28 2,019 2,047 36 1,204 5,052 6,292 Total $ 39,484 $ 12,635 $ 16,517 $ 68,636 $ 40,461 $ (5,322) $ 17,071 $ 52,210 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography Americas $ 117,889 $ 33,786 $ 23,652 $ 175,326 $ 116,165 $ 34,325 $ 6,864 $ 157,354 APAC — 2,368 24,163 26,531 — 2,924 37,578 40,502 EMEA 5,086 4,237 11,113 20,436 5,437 2,506 12,362 20,305 Total $ 122,975 $ 40,390 $ 58,928 $ 222,293 $ 121,602 $ 39,755 $ 56,804 $ 218,161 Service Line Professional Services $ 14,398 $ 10,163 $ 14,464 $ 39,024 $ 11,220 $ 11,699 $ 20,066 $ 42,985 Transaction Services 4,126 5,004 — 9,130 4,204 5,880 — 10,084 Subscription Services 104,452 24,254 32,965 161,671 106,036 19,886 27,043 152,965 License — 969 11,499 12,468 142 2,290 9,695 12,127 Total $ 122,975 $ 40,390 $ 58,928 $ 222,293 $ 121,602 $ 39,755 $ 56,804 $ 218,161 Trade Accounts Receivable and Contract balances The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, the Company recognizes a receivable for revenues related to its time and materials and transaction or volume-based contracts. The Company presents such receivables in Trade accounts receivable, net in its condensed consolidated statements of financial position at their net estimated realizable value. The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other economic indicators. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if it records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract assets balance at September 30, 2020 is $13.6 million. Amounts collected in advance of services being provided are accounted for as contract liabilities, which are presented as deferred revenue on the accompanying Condensed Consolidated Balance Sheets and are realized with the associated revenue recognized under the contract. Nearly all of the Company's contract liabilities balance is related to services revenue, primarily subscription services contracts. The Company’s contract assets and liabilities are reported in a net position on a customer basis at the end of each reporting period. Significant changes in the contract liabilities balance (current and non-current) during the period are as follows (in thousands): Contract Liabilities* Balance - January 1, 2020 $ 87,799 Revenue recognized in the period (218,074) Amounts billed but not recognized as revenue 181,690 Balance - September 30, 2020 $ 51,415 ________________________________ * Comprised of Deferred Revenue Transaction price allocated to the remaining performance obligations Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 30, 2020. The Company has elected not to disclose transaction price allocated to remaining performance obligations for: 1. Contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty; 2. Contracts for which the Company recognizes revenues based on the right to invoice for services performed; 3. Variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with Topic 606 Section 10-25-14(b), for which the criteria in Topic 606 Section 10-32-40 have been met. This applies to a limited number of situations where the Company is dependent upon data from a third party or where fees are highly variable. Many of the Company’s performance obligations meet one or more of these exemptions. Specifically, the Company has excluded the following from the Company’s remaining performance obligations, all of which will be resolved in the period in which amounts are known: • consideration for future transactions, above any contractual minimums • consideration for success-based transactions contingent on third party data • credits for failure to meet future service level requirements As of September 30, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $296.0 million, of which approximately 64.6 percent is expected to be recognized as revenues within 2 years, and the remainder thereafter. Estimates of revenue expected to be recognized in future periods also exclude unexercised customer options to purchase services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for in accordance with Topic 606 when the customer exercises its option to purchase additional goods or services. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 46,359 $ 46,359 $ — $ — Total assets $ 46,359 $ 46,359 $ — $ — Temporary equity Redeemable noncontrolling interests (3) $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 December 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 39,001 $ 39,001 $ — $ — Marketable securities-short term (2) 11 — 11 — Total assets $ 39,012 $ 39,001 $ 11 $ — Temporary Equity Redeemable noncontrolling interests (3) $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 ________________________________ (1) Cash equivalents primarily included money market funds. (2) Marketable securities are comprised of municipal bonds, certificates of deposit. corporate bonds, treasury bonds, and mutual funds. (3) Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures. 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 Condensed Consolidated Balance Sheets. The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the nine months ended September 30, 2020 were as follows: Balance at December 31, 2019 $ 12,500 Fair value adjustment (242) Net income attributable to redeemable noncontrolling interests 242 Balance at September 30, 2020 $ 12,500 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into contracts with third parties to lease a variety of assets, including certain real estate, equipment, automobiles and other assets. The Company’s leases frequently allow for lease payments that could vary based on factors such as inflation or the degree of utilization of the underlying asset. For example, certain of the Company’s real estate leases could require us to make payments that vary based on common area maintenance charges, insurance and other charges. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company is party to certain sublease arrangements, primarily related to the Company’s real estate leases, where it acts as the lessee and intermediate lessor. The Company reflects finance leases as a component of Leases, non-current on the Condensed Consolidated Balance Sheet. The finance leases were not material for the period ended September 30, 2020. The following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at September 30, 2020 (in thousands): ROU assets: Non-current operating lease ROU assets $ 37,019 Operating lease liabilities: Current operating lease liabilities* $ (9,300) Non-current operating lease liabilities (48,703) Total operating lease liabilities $ (58,003) ________________________________ * Amounts are included in Accrued Expenses on the Condensed Consolidated Balance Sheet. The following table presents information about lease expense and sublease income for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Operating lease cost* $ 2,996 $ 9,216 Other lease costs and income: Variable lease costs* (1) 5,365 7,092 Sublease income* (971) (2,916) Total net lease cost $ 7,390 $ 13,393 ________________________________ * Amounts are included in Cost of revenues, Selling, general and administrative and/or Research and development based on the function that the underlying leased asset supports which are reflected in the Condensed Consolidated Statements of Operations. (1) During the third quarter, the Company reevaluated its current business model and determined that certain actions were appropriate to scale down the Company’s global real estate portfolio. These actions resulted in a $5.1 million impairment charge to the Company’s ROU assets and an addition al $3.1 million impairment to leasehold improvements. The following table provides the undiscounted amount of future cash flows included in our lease liabilities at September 30, 2020 for each of the five years subsequent to December 31, 2019 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at September 30, 2020 (in thousands): Operating Leases Remaining 2020 $ 3,296 2021 13,160 2022 12,241 2023 9,756 2024 8,926 Thereafter 26,782 Total future lease payments 74,162 Less: amount representing interest (16,158) Present value of future lease payments (lease liability) $ 58,003 The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of September 30, 2020: Operating Leases: Weighted-average remaining lease term (years), weighted based on lease liability balances 6.52 Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments 7.7% The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the nine months ended September 30, 2020 (in thousands): Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 9,920 Lease liabilities arising from obtaining right-of-use assets 1,481 |
Investments in Affiliates and R
Investments in Affiliates and Related Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Affiliates and Related Transactions | Investments in Affiliates and Related Transactions Sequential Technology International, LLC In connection with the divestiture of the exception handling business of the Company in 2017, Synchronoss entered into a three-year Cloud Telephony and Support services agreement (“CTS Agreement”) to grant Sequential Technology International, LLC (“STIN”) access to certain Synchronoss software and private branch exchange systems to facilitate exception handling operations required to support STIN customers. The CTS agreement expired in the first quarter of 2020. At the time of the expiration, the Company entered into an Asset Purchase Agreement with STIN. As part of the agreement, the Company received $1.6 million in exchange for certain hardware and system assets for the cloud telephony and remaining support service business. During the second quarter of 2020, the Company entered into an agreement with STIN and AP Capital Holdings II, LLC (“APC”) to divest its remaining equity interest in STIN as well as settle its paid-in-kind purchase money note (“PIK note”) and certain amounts due as of December 31, 2019 in consideration for a $9.0 million secured promissory note (the “Note”), which includes contingent consideration of up to $16.0 million. The Note has an 8% interest rate and a 3-year stated term. As part of the arrangement, APC acquired a majority stake of STIN. Additionally, in the event of a Sale of STIN by APC and STIN at a future date, the Company shall receive 5% of such sale proceeds, after reducing the sale proceeds by any outstanding amounts of the above Note, including any earned contingent consideration. The Company determined the fair value of the Note as of the transaction date to be approximately $4.8 million. The Company determined the fair value of the Note using a discounted cash flow analysis, which discounts the expected future cash flows of the asset to determine its fair value. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The Note has been reflected in Other assets on the Condensed Consolidated balance sheet. No gain or loss was recognized as a result of the transaction. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2019 Revolving Credit Facility On October 4, 2019, the Company entered into a Credit Agreement with Citizens Bank, N.A., for a $10.0 million Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (1) the arithmetic average of the LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period (one, three or six months (or 12 months if agreed to by all applicable Lenders)) as selected by the Company relevant to such borrowing plus the applicable margin, or (2) a base rate determined by reference to the greatest of the federal funds rate plus 0.50%, the prime commercial lending rate as determined by the Agent, and the daily LIBOR rate plus 1.00%, in each case plus an applicable margin and subject to a floor of 0% . In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a 0.2% commitment fee in respect of commitments under the Revolving Credit Facility, which may be subject to adjustment based on the Company’s total leverage ratio. On November 9, 2020, the Company entered into an amended credit agreement which changes the terms of the Company’s debt covenants. The Company is in compliance with its debt covenants. The outstanding balance under the Revolving Credit Facility as of September 30, 2020 is $10.0 million. Interest expense The following table summarizes the Company’s interest expense: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible Senior Notes Amortization of debt issuance costs $ — $ 36 $ — $ 273 Interest on borrowings — 66 — 363 2019 Revolving Credit Facility — — Amortization of debt issuance costs 12 — 40 — Commitment fee — — 4 — Interest on borrowings 59 — 141 — Other 1 101 216 615 Total $ 72 $ 203 $ 401 $ 1,251 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) / Income | 9 Months Ended |
Sep. 30, 2020 | |
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 (loss) income during the nine months ended September 30, 2020 were as follows: Balance at December 31, 2019 Other comprehensive loss Tax effect Balance at September 30, 2020 Foreign currency $ (28,204) $ (726) $ (28,930) Unrealized loss on intra-entity foreign currency transactions (4,306) 1,516 (470) (3,260) Unrealized holding gains (losses) on marketable debt securities (751) 751 — — Total $ (33,261) $ 1,541 $ (470) $ (32,190) |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity There were no significant changes to Company’s authorized capital stock and preferred stock during the nine months ended September 30, 2020. 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. Preferred Stock 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. 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 the Company of the 5,994,667 shares of the Company’s common stock held by Silver (the “Preferred Transaction”). As of September 30, 2020, there were 241,671 shares of Series A Preferred Stock outstanding, including the initial issuance of 185,000 shares of Series A Preferred Stock and the issuance of 56,671 shares of Series A Preferred Stock as dividends. 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 February 15, 2023, 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 (“Liquidation Value”). 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 (known as “Redemption Value”) 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. As of September 30, 2020, the Liquidation Value and Redemption Value of the Preferred Shares was $243.1 million. 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 the Company; (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. 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 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. A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at September 30, 2020 and changes during the nine months ended September 30, 2020, are presented below: Preferred Stock Shares Amount Balance at December 31, 2019 217 $ 200,865 Issuance of preferred stock 25 — Amortization of preferred stock issuance costs — 2,510 Issuance of preferred PIK dividend — 24,486 Balance at September 30, 2020 242 $ 227,861 Registration Rights There were no significant changes to the Company’s registration rights during the three and nine months ended September 30, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the Net Operating Loss (“NOL”) provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss. The Company filed a carryback claim in the second quarter of 2020 for the NOL generated in tax year 2018, which will result in a refund of previously paid taxes. The carryback of the 2018 NOL will result in an increase in the Company’s 2019 tax liability, so the Company has also recorded an estimate of the additional 2019 current tax expense in the first quarter income tax provision. The estimated net income tax benefit associated with the 2018 NOL carryback is approximately $9 million, and this was recorded discretely in the first quarter income tax provision. In April 2020, there was a redemption of the Company’s partnership interest in STIN. The total discrete benefit related to the exit from STI was $12.1 million which included the settlement of certain trade receivables. During the third quarter, the Company finalized its U.S. federal income tax return which resulted in a discrete tax benefit of $1.5 million, primarily related to research and development tax credits generated, impact of favorable tax regulations released during the period and refinement of the 2019 current tax expense estimate recorded in the first quarter of 2020 associated with the 2018 NOL carryback claim. In the third quarter of 2020, the Company also received a tax refund for the carryback claim associated to the CARES Act. The Company recognized approximately $29.1 million in related income tax benefit and $6.6 million in related income tax provision during the nine months ended September 30, 2020 and 2019, respectively. The effective tax rate was approximately 75.3% for the nine months ended September 30, 2020, which was higher than the U.S. federal statutory rate primarily due to discrete income tax benefit recorded in the period associated with a 2018 NOL carryback claim pursuant to the CARES Act, a redemption of the Company’s partnership interest in STIN, and the finalization of the Company’s U.S. federal income tax return. This increase was partially offset by projected current tax expense in certain foreign jurisdictions. The Company continues to consider all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of the assessment, no change was recorded by the Company to the valuation allowance during the nine months ended September 30, 2020. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company continues to execute certain restructurings to identify workforce optimization opportunities to better align the Company’s resources with its key strategic priorities. A summary of the Company’s restructuring accrual at September 30, 2020 and changes during the nine months ended September 30, 2020, are presented below: Balance at December 31, 2019 Charges Payments Other Adjustments Balance at September 30, 2020 Employment termination costs $ 90 $ 6,763 $ (4,890) $ 73 $ 2,036 |
Earnings per Common Share (EPS)
Earnings per Common Share (EPS) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share (EPS) | Earnings per Common Share (“EPS”) Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of the Company’s common stock for the year. The Company includes participating securities (Redeemable Convertible Preferred Stock - Participation with Dividends on Common Stock that contain preferred dividend) in the computation of EPS pursuant to the two-class method. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. 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. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator - Basic: Net loss from continuing operations $ (5,622) $ (61,213) $ (9,666) $ (97,528) Net loss attributable to redeemable noncontrolling interests (60) (25) (242) (931) Preferred stock dividend (9,685) (8,194) (27,882) (23,590) Net loss attributable to Synchronoss $ (15,367) $ (69,432) $ (37,790) $ (122,049) Numerator - Diluted: Net loss from continuing operations attributable to Synchronoss $ (15,367) $ (69,432) $ (37,790) $ (122,049) Income effect for interest on convertible debt, net of tax — — — — Net loss from continuing operations adjusted for the convertible debt (15,367) (69,432) (37,790) (122,049) Denominator: Weighted average common shares outstanding — basic 42,360 40,910 41,777 40,564 Dilutive effect of: Shares from assumed conversion of convertible debt 1 — — — — Shares from assumed conversion of preferred stock 2 — — — — Options and unvested restricted shares — — — — Weighted average common shares outstanding — diluted 42,360 40,910 41,777 40,564 Basic EPS Earnings per share: Basic $ (0.36) $ (1.70) $ (0.90) $ (3.01) Diluted $ (0.36) $ (1.70) $ (0.90) $ (3.01) Anti-dilutive stock options excluded — — — — Unvested shares of restricted stock awards 1,952 3,467 1,952 3,467 ________________________________ (1) The calculation does not include the effect of assumed conversion of convertible debt of nil and 512,991 shares for the three months ended September 30, 2020 and 2019, respectively; and nil and 1,687,533 shares for the nine months ended September 30, 2020 and 2019, respectively; which is based on 18.8072 shares per $1,000 principal amount of the Senior Convertible Notes. (2) The calculation does not include the effect of assumed conversion of preferred stock of 13,426,155 and 11,510,968 shares, for the three months ended September 30, 2020 and 2019, respectively, and 12,963,664 and 11,199,390 shares for the nine months ended September 30, 2020 and 2019, respectively; which is based on 55.5556 shares per $1,000 principal amount of the preferred stock, because the effect would have been anti–dilutive. |
Commitments, Contingencies and
Commitments, Contingencies and Other | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other | 13. Commitments, Contingencies and Other Purchase Obligations Aggregate annual future minimum payments under non-cancelable agreements are as follows: Non-cancelable agreements As of September 30, 2020 2020 $ 4,316 2021 13,750 2022 12,959 2023 and thereafter 35,330 Total $ 66,355 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 current and former 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 complaint purportedly on behalf of purchasers of the Company’s common stock between February 3, 2016 and June 13, 2017. On February 2, 2018, the defendants moved to dismiss the consolidated complaint in its entirety, with prejudice. Before that motion was decided, on August 24, 2018, lead plaintiff filed a consolidated amended complaint purportedly on behalf of purchasers of the Company’s common stock between October 28, 2014 and June 13, 2017. On June 28, 2019, the Court granted defendants’ motion to dismiss the consolidated amended complaint in its entirety, without prejudice, allowing lead plaintiff leave to amend its complaint. On August 14, 2019, lead plaintiff filed a second amended complaint. The second amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, 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. On October 4, 2019, the defendants moved to dismiss the second amended complaint in its entirety, with prejudice. On May 29, 2020, the court granted in part and denied in part defendants’ motion to dismiss the second amended complaint without prejudice. The Company believes that the asserted claims lack merit and intends to defend against all of the claims vigorously. The plaintiff seeks unspecified damages, fees, interest, and costs. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations. On September 15, 2017, October 24, 2017, October 27, 2017 and October 30, 2017, the Company’s shareholders filed derivative lawsuits against certain of its officers and directors and the Company (as nominal defendant) in the United States District Court for the District of New Jersey (the “Derivative Suits”). On May 24, 2018, the Court consolidated the Derivative Suits and appointed Lisa LeBoeuf as lead plaintiff. The lead plaintiff designated as the Operative Complaint the complaint she previously had filed on October 27, 2017. On March 11, 2019, the defendants filed a motion to dismiss the Operative Complaint, which the Court granted in substantial part on November 26, 2019. On December 10, 2019, the defendants filed a motion for reconsideration respecting the only claim to survive the motion to dismiss.. On June 12, 2020, the Court granted the defendants’ motion for reconsideration and dismissed the remaining claim without prejudice, allowing lead plaintiff leave to amend her complaint. On July 13, 2020, lead plaintiff filed an amended complaint. The amended complaint alleges claims related to breaches of fiduciary duty and unjust enrichment. The amended complaint’s allegations relate substantially to the same facts as those underlying the Securities Law Action described above. Plaintiff seeks unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. On September 11, 2020 the defendants filed a motion to dismiss the amended complaint. The Company believes that the asserted claims lack merit and intends to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations. On March 7, 2019, Synchronoss shareholders, Beth Daniel and Juan Solis, filed a separate derivative lawsuit against certain of the Company’s current and former officers and directors and the Company (as nominal defendant) in the Court of Chancery of the State of Delaware, asserting substantially the same allegations as those underlying the Derivative Suits and the Securities Law Action described above. Plaintiffs seek unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. On May 20, 2019, the parties stipulated to a stay of the action pending a ruling on the motion to dismiss in the Derivative Suits. The Company believes that the asserted claims lack merit and intends 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 can give no assurance that the asserted claims will not have a material adverse effect on our financial position or results of operations. On June 11, 2020 and June 12, 2020, the Company’s shareholders filed derivative lawsuits against certain of its officers and directors and the Company (as nominal defendant) in the United States District Court for the District of New Jersey (the “Demand Refused Derivative Complaints”). The Demand Refused Derivative Complaints allege claims related to breaches of fiduciary duty, unjust enrichment, and alleged violations of securities laws. The complaints’ allegations relate substantially to the same facts as those underlying the Securities Law Action described above. The Demand Refused Derivative Complaints further allege that each plaintiff made a demand upon the Company’s Board of Directors to investigate the alleged misconduct and that such demand was wrongfully refused. On October 20, 2020 the Court appointed co-lead plaintiffs and co-lead counsel for plaintiffs. Plaintiffs seek unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations. 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 against all of such counterclaims. |
Additional Financial Informatio
Additional Financial Information | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Additional Financial Information | Additional Financial Information Other Income, net The following table sets forth the components of included in the Other Income, net included in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 FX gains (losses) (1) $ 2,228 $ (1,314) $ 2,330 $ (1,619) Government refunds 322 — 874 — Income from sale of intangible assets (2) — 2,164 — Other (3) 134 892 375 1,636 Total $ 2,684 $ (422) $ 5,743 $ 17 ________________________________ (1) Fair value of foreign exchange gains and losses (2) Represents gain on sale of certain of the Company’s IP addresses (3) Represents an aggregate of individually immaterial transactions |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Preferred Dividends Subsequent to September 30, 2020, the Company paid in-kind the accrued Preferred Dividends of $8.8 million. |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared by Synchronoss and in the opinion of management, include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. The condensed 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recent accounting pronouncements adopted Standard Description Effect on the financial statements ASU 2016-13, ASU 2019-4 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 U.S. 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. We adopted Topic 326 beginning on January 1, 2020 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Upon adoption, we changed our impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including our accounts receivable. CECL estimates on accounts receivable are recorded as general and administrative expenses on our condensed consolidated statements of income. The cumulative effect adjustment from adoption was immaterial to our condensed consolidated financial statements. Date of adoption: January 1, 2020. Standards issued not yet adopted Standard Description Effect on the financial statements Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes The ASU removes the exception to the general principles in ASC 740, Income Taxes, associated with the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments and interim-period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU improves the application of income tax related guidance and simplifies U.S. GAAP when accounting for franchise taxes that are partially based on income, transactions with government resulting in a step-up in tax basis goodwill, separate financial statements of legal entities not subject to tax, and enacted changes in tax laws in interim periods. Different transition approaches, retrospective, modified retrospective, or prospective, will apply to each income tax simplification provision. The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021. |
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. |
Basis of Presentation and Con_3
Basis of Presentation and Consolidation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of new accounting standard | Recent accounting pronouncements adopted Standard Description Effect on the financial statements ASU 2016-13, ASU 2019-4 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 U.S. 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. We adopted Topic 326 beginning on January 1, 2020 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Upon adoption, we changed our impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including our accounts receivable. CECL estimates on accounts receivable are recorded as general and administrative expenses on our condensed consolidated statements of income. The cumulative effect adjustment from adoption was immaterial to our condensed consolidated financial statements. Date of adoption: January 1, 2020. Standards issued not yet adopted Standard Description Effect on the financial statements Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes The ASU removes the exception to the general principles in ASC 740, Income Taxes, associated with the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments and interim-period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU improves the application of income tax related guidance and simplifies U.S. GAAP when accounting for franchise taxes that are partially based on income, transactions with government resulting in a step-up in tax basis goodwill, separate financial statements of legal entities not subject to tax, and enacted changes in tax laws in interim periods. Different transition approaches, retrospective, modified retrospective, or prospective, will apply to each income tax simplification provision. The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography Americas $ 37,806 $ 10,212 $ 4,249 $ 52,266 $ 38,669 $ (6,947) $ 2,514 $ 34,236 APAC — 791 8,280 9,071 — 769 10,638 11,407 EMEA 1,678 1,633 3,988 7,299 1,792 856 3,919 6,567 Total $ 39,484 $ 12,635 $ 16,517 $ 68,636 $ 40,461 $ (5,322) $ 17,071 $ 52,210 Service Line Professional Services $ 5,253 $ 2,891 $ 3,262 $ 11,405 $ 3,861 $ 3,407 $ 2,698 $ 9,966 Transaction Services 1,345 1,715 — 3,060 1,321 2,720 — 4,041 Subscription Services 32,887 8,001 11,236 52,124 35,243 (12,653) 9,321 31,911 License — 28 2,019 2,047 36 1,204 5,052 6,292 Total $ 39,484 $ 12,635 $ 16,517 $ 68,636 $ 40,461 $ (5,322) $ 17,071 $ 52,210 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography Americas $ 117,889 $ 33,786 $ 23,652 $ 175,326 $ 116,165 $ 34,325 $ 6,864 $ 157,354 APAC — 2,368 24,163 26,531 — 2,924 37,578 40,502 EMEA 5,086 4,237 11,113 20,436 5,437 2,506 12,362 20,305 Total $ 122,975 $ 40,390 $ 58,928 $ 222,293 $ 121,602 $ 39,755 $ 56,804 $ 218,161 Service Line Professional Services $ 14,398 $ 10,163 $ 14,464 $ 39,024 $ 11,220 $ 11,699 $ 20,066 $ 42,985 Transaction Services 4,126 5,004 — 9,130 4,204 5,880 — 10,084 Subscription Services 104,452 24,254 32,965 161,671 106,036 19,886 27,043 152,965 License — 969 11,499 12,468 142 2,290 9,695 12,127 Total $ 122,975 $ 40,390 $ 58,928 $ 222,293 $ 121,602 $ 39,755 $ 56,804 $ 218,161 |
Significant changes in the contract liabilities balance | Significant changes in the contract liabilities balance (current and non-current) during the period are as follows (in thousands): Contract Liabilities* Balance - January 1, 2020 $ 87,799 Revenue recognized in the period (218,074) Amounts billed but not recognized as revenue 181,690 Balance - September 30, 2020 $ 51,415 ________________________________ * Comprised of Deferred Revenue |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
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: September 30, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 46,359 $ 46,359 $ — $ — Total assets $ 46,359 $ 46,359 $ — $ — Temporary equity Redeemable noncontrolling interests (3) $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 December 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash, cash equivalents and restricted cash (1) $ 39,001 $ 39,001 $ — $ — Marketable securities-short term (2) 11 — 11 — Total assets $ 39,012 $ 39,001 $ 11 $ — Temporary Equity Redeemable noncontrolling interests (3) $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 ________________________________ (1) Cash equivalents primarily included money market funds. (2) Marketable securities are comprised of municipal bonds, certificates of deposit. corporate bonds, treasury bonds, and mutual funds. (3) Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures. |
Schedule of changes in fair value of Level 3 | The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the nine months ended September 30, 2020 were as follows: Balance at December 31, 2019 $ 12,500 Fair value adjustment (242) Net income attributable to redeemable noncontrolling interests 242 Balance at September 30, 2020 $ 12,500 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating assets and liabilities | The following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at September 30, 2020 (in thousands): ROU assets: Non-current operating lease ROU assets $ 37,019 Operating lease liabilities: Current operating lease liabilities* $ (9,300) Non-current operating lease liabilities (48,703) Total operating lease liabilities $ (58,003) ________________________________ * Amounts are included in Accrued Expenses on the Condensed Consolidated Balance Sheet. |
Components of lease expense and weighted average lease term and rates | The following table presents information about lease expense and sublease income for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Operating lease cost* $ 2,996 $ 9,216 Other lease costs and income: Variable lease costs* (1) 5,365 7,092 Sublease income* (971) (2,916) Total net lease cost $ 7,390 $ 13,393 ________________________________ * Amounts are included in Cost of revenues, Selling, general and administrative and/or Research and development based on the function that the underlying leased asset supports which are reflected in the Condensed Consolidated Statements of Operations. (1) During the third quarter, the Company reevaluated its current business model and determined that certain actions were appropriate to scale down the Company’s global real estate portfolio. These actions resulted in a $5.1 million impairment charge to the Company’s ROU assets and an addition al $3.1 million impairment to leasehold improvements. The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of September 30, 2020: Operating Leases: Weighted-average remaining lease term (years), weighted based on lease liability balances 6.52 Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments 7.7% The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the nine months ended September 30, 2020 (in thousands): Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 9,920 Lease liabilities arising from obtaining right-of-use assets 1,481 |
Maturities of operating lease liabilities | The following table provides the undiscounted amount of future cash flows included in our lease liabilities at September 30, 2020 for each of the five years subsequent to December 31, 2019 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at September 30, 2020 (in thousands): Operating Leases Remaining 2020 $ 3,296 2021 13,160 2022 12,241 2023 9,756 2024 8,926 Thereafter 26,782 Total future lease payments 74,162 Less: amount representing interest (16,158) Present value of future lease payments (lease liability) $ 58,003 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of interest expense | The following table summarizes the Company’s interest expense: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Convertible Senior Notes Amortization of debt issuance costs $ — $ 36 $ — $ 273 Interest on borrowings — 66 — 363 2019 Revolving Credit Facility — — Amortization of debt issuance costs 12 — 40 — Commitment fee — — 4 — Interest on borrowings 59 — 141 — Other 1 101 216 615 Total $ 72 $ 203 $ 401 $ 1,251 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) / Income (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of changes in accumulated other comprehensive income (loss) | The changes in accumulated other comprehensive (loss) income during the nine months ended September 30, 2020 were as follows: Balance at December 31, 2019 Other comprehensive loss Tax effect Balance at September 30, 2020 Foreign currency $ (28,204) $ (726) $ (28,930) Unrealized loss on intra-entity foreign currency transactions (4,306) 1,516 (470) (3,260) Unrealized holding gains (losses) on marketable debt securities (751) 751 — — Total $ (33,261) $ 1,541 $ (470) $ (32,190) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholder's Equity | |
Series A preferred stock | A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at September 30, 2020 and changes during the nine months ended September 30, 2020, are presented below: Preferred Stock Shares Amount Balance at December 31, 2019 217 $ 200,865 Issuance of preferred stock 25 — Amortization of preferred stock issuance costs — 2,510 Issuance of preferred PIK dividend — 24,486 Balance at September 30, 2020 242 $ 227,861 |
Schedule of stock-based compensation | The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by operating expense categories, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenues $ 505 $ 804 $ 1,899 $ 2,147 Research and development 890 1,117 3,392 3,231 Selling, general and administrative 2,996 4,079 9,256 11,650 Total stock-based compensation expense $ 4,391 $ 6,000 $ 14,547 $ 17,028 The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by award type, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options $ 1,701 $ 2,147 $ 5,289 $ 5,640 Restricted stock awards 2,626 3,840 8,922 11,164 Performance Based Cash Units 64 13 336 224 Total stock-based compensation before taxes $ 4,391 $ 6,000 14,547 17,028 Tax benefit $ 604 $ 862 $ 2,192 $ 2,700 |
Schedule of fair value assumptions | The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Expected stock price volatility 78.3 % 69.8% 74.5 % 69.6 % Risk-free interest rate 0.2 % 1.6% 1.0 % 1.9 % Expected life of options (in years) 4.52 4.36 4.47 4.34 Expected dividend yield 0.0 % 0.0% 0.0 % 0.0 % Weighted-average fair value (PSV) of the options $ 2.23 $ 4.42 $ 2.80 $ 3.84 |
Schedule of information about stock options outstanding | The following table summarizes information about stock options outstanding as of September 30, 2020: Options Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2019 4,922 $ 14.54 Options Granted 2,293 4.86 Options Exercised — — Options Cancelled (1,149) 21.41 Outstanding at September 30, 2020 6,066 $ 9.58 5.09 $ 11.25 Vested at September 30, 2020 1,798 $ 15.87 3.89 $ — Exercisable at September 30, 2020 1,798 $ 15.87 3.89 $ — |
Restricted stock awards | |
Stockholder's Equity | |
Summary of unvested restricted stock and performance shares activity | A summary of the Company’s unvested restricted stock at September 30, 2020, and changes during the nine months ended September 30, 2020, is presented below: Unvested Restricted Stock Number of Weighted- Average Unvested at December 31, 2019 3,375 $ 8.68 Granted 286 5.00 Vested (1,242) 9.02 Forfeited (467) 7.66 Unvested at September 30, 2020 1,952 $ 7.41 |
Performance based cash units | |
Stockholder's Equity | |
Summary of unvested restricted stock and performance shares activity | A summary of the Company’s unvested performance-based cash units at September 30, 2020 and changes during the nine months ended September 30, 2020, is presented below: Unvested Cash Units Number of Period End Fair Value Unvested at December 31, 2019 1,046 $ 4.75 Granted 1,391 — Vested — — Forfeited (356) — Unvested at September 30, 2020 2,081 $ 3.01 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of the restructuring accrual and changes | A summary of the Company’s restructuring accrual at September 30, 2020 and changes during the nine months ended September 30, 2020, are presented below: Balance at December 31, 2019 Charges Payments Other Adjustments Balance at September 30, 2020 Employment termination costs $ 90 $ 6,763 $ (4,890) $ 73 $ 2,036 |
Earnings per Common Share (EP_2
Earnings per Common Share (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator - Basic: Net loss from continuing operations $ (5,622) $ (61,213) $ (9,666) $ (97,528) Net loss attributable to redeemable noncontrolling interests (60) (25) (242) (931) Preferred stock dividend (9,685) (8,194) (27,882) (23,590) Net loss attributable to Synchronoss $ (15,367) $ (69,432) $ (37,790) $ (122,049) Numerator - Diluted: Net loss from continuing operations attributable to Synchronoss $ (15,367) $ (69,432) $ (37,790) $ (122,049) Income effect for interest on convertible debt, net of tax — — — — Net loss from continuing operations adjusted for the convertible debt (15,367) (69,432) (37,790) (122,049) Denominator: Weighted average common shares outstanding — basic 42,360 40,910 41,777 40,564 Dilutive effect of: Shares from assumed conversion of convertible debt 1 — — — — Shares from assumed conversion of preferred stock 2 — — — — Options and unvested restricted shares — — — — Weighted average common shares outstanding — diluted 42,360 40,910 41,777 40,564 Basic EPS Earnings per share: Basic $ (0.36) $ (1.70) $ (0.90) $ (3.01) Diluted $ (0.36) $ (1.70) $ (0.90) $ (3.01) Anti-dilutive stock options excluded — — — — Unvested shares of restricted stock awards 1,952 3,467 1,952 3,467 ________________________________ (1) The calculation does not include the effect of assumed conversion of convertible debt of nil and 512,991 shares for the three months ended September 30, 2020 and 2019, respectively; and nil and 1,687,533 shares for the nine months ended September 30, 2020 and 2019, respectively; which is based on 18.8072 shares per $1,000 principal amount of the Senior Convertible Notes. (2) The calculation does not include the effect of assumed conversion of preferred stock of 13,426,155 and 11,510,968 shares, for the three months ended September 30, 2020 and 2019, respectively, and 12,963,664 and 11,199,390 shares for the nine months ended September 30, 2020 and 2019, respectively; which is based on 55.5556 shares per $1,000 principal amount of the preferred stock, because the effect would have been anti–dilutive. |
Commitments, Contingencies an_2
Commitments, Contingencies and Other (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of aggregate annual future minimum lease payments under non-cancelable leases | Aggregate annual future minimum payments under non-cancelable agreements are as follows: Non-cancelable agreements As of September 30, 2020 2020 $ 4,316 2021 13,750 2022 12,959 2023 and thereafter 35,330 Total $ 66,355 |
Additional Financial Informat_2
Additional Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Components of other (expense) income, net | The following table sets forth the components of included in the Other Income, net included in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 FX gains (losses) (1) $ 2,228 $ (1,314) $ 2,330 $ (1,619) Government refunds 322 — 874 — Income from sale of intangible assets (2) — 2,164 — Other (3) 134 892 375 1,636 Total $ 2,684 $ (422) $ 5,743 $ 17 ________________________________ (1) Fair value of foreign exchange gains and losses (2) Represents gain on sale of certain of the Company’s IP addresses (3) Represents an aggregate of individually immaterial transactions |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 68,636 | $ 52,210 | $ 222,293 | $ 218,161 |
Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 11,405 | 9,966 | 39,024 | 42,985 |
Transaction Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 3,060 | 4,041 | 9,130 | 10,084 |
Subscription Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 52,124 | 31,911 | 161,671 | 152,965 |
License | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 2,047 | 6,292 | 12,468 | 12,127 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 52,266 | 34,236 | 175,326 | 157,354 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 9,071 | 11,407 | 26,531 | 40,502 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 7,299 | 6,567 | 20,436 | 20,305 |
Cloud | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 39,484 | 40,461 | 122,975 | 121,602 |
Cloud | Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 5,253 | 3,861 | 14,398 | 11,220 |
Cloud | Transaction Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,345 | 1,321 | 4,126 | 4,204 |
Cloud | Subscription Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 32,887 | 35,243 | 104,452 | 106,036 |
Cloud | License | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 36 | 0 | 142 |
Cloud | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 37,806 | 38,669 | 117,889 | 116,165 |
Cloud | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Cloud | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,678 | 1,792 | 5,086 | 5,437 |
Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 12,635 | (5,322) | 40,390 | 39,755 |
Digital | Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 2,891 | 3,407 | 10,163 | 11,699 |
Digital | Transaction Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,715 | 2,720 | 5,004 | 5,880 |
Digital | Subscription Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 8,001 | (12,653) | 24,254 | 19,886 |
Digital | License | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 28 | 1,204 | 969 | 2,290 |
Digital | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 10,212 | (6,947) | 33,786 | 34,325 |
Digital | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 791 | 769 | 2,368 | 2,924 |
Digital | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,633 | 856 | 4,237 | 2,506 |
Messaging | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 16,517 | 17,071 | 58,928 | 56,804 |
Messaging | Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 3,262 | 2,698 | 14,464 | 20,066 |
Messaging | Transaction Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Messaging | Subscription Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 11,236 | 9,321 | 32,965 | 27,043 |
Messaging | License | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 2,019 | 5,052 | 11,499 | 9,695 |
Messaging | Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 4,249 | 2,514 | 23,652 | 6,864 |
Messaging | APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 8,280 | 10,638 | 24,163 | 37,578 |
Messaging | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 3,988 | $ 3,919 | $ 11,113 | $ 12,362 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract asset, balance | $ 13,600 |
Changes In Contract Liabilities [Roll Forward] | |
Contract liabilities, beginning balance | 87,799 |
Revenue recognized in the period | (218,074) |
Amounts billed but not recognized as revenue | 181,690 |
Contract liabilities, ending balance | $ 51,415 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 296 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 64.60% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash, cash equivalents and restricted cash | $ 46,359 | $ 39,001 |
Marketable securities-short term | 0 | 11 |
Total assets | 46,359 | 39,012 |
Temporary Equity | ||
Redeemable noncontrolling interests | 12,500 | 12,500 |
Total temporary equity | 12,500 | 12,500 |
(Level 1) | ||
Assets | ||
Cash, cash equivalents and restricted cash | 46,359 | 39,001 |
Marketable securities-short term | 0 | |
Total assets | 46,359 | 39,001 |
Temporary Equity | ||
Redeemable noncontrolling interests | 0 | 0 |
Total temporary equity | 0 | 0 |
(Level 2) | ||
Assets | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Marketable securities-short term | 11 | |
Total assets | 0 | 11 |
Temporary Equity | ||
Redeemable noncontrolling interests | 0 | 0 |
Total temporary equity | 0 | 0 |
(Level 3) | ||
Assets | ||
Cash, cash equivalents and restricted cash | 0 | 0 |
Marketable securities-short term | 0 | |
Total assets | 0 | 0 |
Temporary Equity | ||
Redeemable noncontrolling interests | 12,500 | 12,500 |
Total temporary equity | $ 12,500 | $ 12,500 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Redeemable Noncontrolling Interests (Details) - Redeemable Noncontrolling Interests $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | |
Balance at December 31, 2019 | $ 12,500 |
Fair value adjustment | (242) |
Net income attributable to redeemable noncontrolling interests | 242 |
Balance at September 30, 2020 | $ 12,500 |
Leases - ROU Assets and Lease L
Leases - ROU Assets and Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
ROU assets: | |
Non-current operating lease ROU assets | $ 37,019 |
Operating lease liabilities: | |
Current operating lease liabilities | (9,300) |
Non-current operating lease liabilities | (48,703) |
Total operating lease liabilities | $ (58,003) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 2,996 | $ 9,216 | |
Other lease costs and income: | |||
Variable lease costs | 5,365 | 7,092 | |
Sublease income | (971) | (2,916) | |
Total net lease cost | 7,390 | 13,393 | |
Impairment charge to ROU assets | 5,100 | $ 6,232 | $ 6,268 |
Impairment of leasehold | $ 3,100 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Remaining 2020 | $ 3,296 |
2021 | 13,160 |
2022 | 12,241 |
2023 | 9,756 |
2024 | 8,926 |
Thereafter | 26,782 |
Total future lease payments | 74,162 |
Less: amount representing interest | (16,158) |
Present value of future lease payments (lease liability) | $ 58,003 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Term and Rates (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Weighted-average remaining lease term (years), weighted based on lease liability balances | 6 years 6 months 7 days |
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments | 7.70% |
Cash paid for amounts included in the measurement of lease liabilities | $ 9,920 |
Lease liabilities arising from obtaining right-of-use assets | $ 1,481 |
Investments in Affiliates and_2
Investments in Affiliates and Related Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2017 | |
Sequential Technology International, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Consideration received | $ 1,600,000 | ||
Sequential Technology International, LLC and AP Capital Holdings II, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Other assets fair value disclosure | $ 4,800,000 | ||
Sequential Technology International, LLC and AP Capital Holdings II, LLC | Loans Payable | |||
Schedule of Equity Method Investments [Line Items] | |||
Face amount | 9,000,000 | ||
Contingent consideration, liability | $ 16,000,000 | ||
Interest rate, as a percent | 8.00% | ||
Term | 3 years | ||
Proceeds from sale, percentage | 5.00% | ||
Sequential Technology International, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Duration of services agreement | 3 years |
Debt - 2019 Revolving Credit Fa
Debt - 2019 Revolving Credit Facility (Details) - USD ($) | Oct. 04, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Outstanding balance under Revolving Credit Facility | $ 10,000,000 | $ 0 | |
Revolving Facility | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance under Revolving Credit Facility | $ 10,000,000 | ||
Citizens Bank, N.A. | Revolving Facility | Line of Credit | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity | $ 10,000,000 | ||
Commitment fee percentage | 0.20% | ||
Citizens Bank, N.A. | Revolving Facility | Line of Credit | Credit Agreement | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.00% | ||
Citizens Bank, N.A. | Revolving Facility | Line of Credit | Credit Agreement | Federal Funds Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Citizens Bank, N.A. | Revolving Facility | Line of Credit | Credit Agreement | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.00% |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 0 | $ 272 | ||
Other | $ 1 | $ 101 | 216 | 615 |
Total | 72 | 203 | 401 | 1,251 |
2019 Notes | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | 0 | 36 | 0 | 273 |
Interest on borrowings | 0 | 66 | 0 | 363 |
Line of Credit | Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | 12 | 0 | 40 | 0 |
Commitment fee | 0 | 0 | 4 | 0 |
Interest on borrowings | $ 59 | $ 0 | $ 141 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) / Income (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | $ 76,077 |
Other comprehensive loss | 1,541 |
Tax effect | (470) |
Ending balance | 53,255 |
AOCI Attributable to Parent | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (33,261) |
Ending balance | (32,190) |
Foreign currency | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (28,204) |
Other comprehensive loss | (726) |
Tax effect | |
Ending balance | (28,930) |
Unrealized loss on intra-entity foreign currency transactions | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (4,306) |
Other comprehensive loss | 1,516 |
Tax effect | (470) |
Ending balance | (3,260) |
Unrealized holding gains (losses) on marketable debt securities | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (751) |
Other comprehensive loss | 751 |
Tax effect | 0 |
Ending balance | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Feb. 15, 2018USD ($)directorregistrationmembervote$ / sharesshares | Sep. 30, 2020USD ($)vote$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | |||
Dividends | $ | $ 0 | ||
Preferred stock, shares issued (in shares) | shares | 242,000 | 242,000 | |
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding (in shares) | shares | 242,000 | 242,000 | |
Preferred stock, dividends (in shares) | shares | 56,671 | ||
Dividend rate, percentage | 14.50% | ||
Convertible preferred stock, conversion ratio | 55.5556 | ||
Convertible preferred stock, conversion price per share (usd per share) | $ / shares | $ 18 | ||
Number of elected directors | director | 4 | ||
Number of board of director members | director | 10 | ||
Number of board of director members elected by preferred stock holders | director | 2 | ||
Number of board of directors agreed upon to be elected meeting independence criteria | director | 4 | ||
Number of board of directors elected meeting independence criteria | director | 2 | ||
Minimum number of board of director members that preferred stock holders can appoint pursuant to certification | director | 1 | ||
Maximum ownership threshold allowed for director election rights, percent | 30.00% | ||
Demand registrations allowed under agreement | registration | 3 | ||
Demand registrations allowed under agreement annually | registration | 2 | ||
Demand registration, minimum percentage of shares | 10.00% | ||
2015 Plan | |||
Class of Stock [Line Items] | |||
Number of shares available for grant (in shares) | shares | 600,000 | ||
Liability, accrued expenses, non-vested | $ | $ 800,000 | ||
2017 New Hire Plan | |||
Class of Stock [Line Items] | |||
Number of shares available for grant (in shares) | shares | 400,000 | ||
Chief Executive Officer | |||
Class of Stock [Line Items] | |||
Number of elected directors | director | 1 | ||
Board of Directors Chairman | |||
Class of Stock [Line Items] | |||
Number of elected directors | director | 1 | ||
Ten Percent or Greater Ownership | |||
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 | |||
Class of Stock [Line Items] | |||
Number of elected directors | member | 1 | ||
Greater than Five and Less than Ten Percent Ownership | Minimum | |||
Class of Stock [Line Items] | |||
Preferred stock, ownership percentage | 5.00% | ||
Greater than Five and Less than Ten Percent Ownership | Maximum | |||
Class of Stock [Line Items] | |||
Preferred stock, ownership percentage | 10.00% | ||
Silver Private Holdings I, LLC | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | shares | 185,000 | ||
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | ||
Preferred stock, liquidation preference (usd per share) | $ / shares | $ 1,000 | ||
Consideration received on transaction | $ | $ 97,700,000 | ||
Number of shares repurchased under program (in shares) | shares | 5,994,667 | ||
Fair value, approval threshold | $ | $ 10,000,000 | ||
Fair market value of transaction, individual | $ | 5,000,000 | ||
Fair market value of transaction, aggregate | $ | 10,000,000 | ||
Capital expenditure threshold | $ | $ 25,000,000 | ||
Percentage ownership after conversion | 19.90% | ||
Voting percentage threshold of ownership | 19.99% | ||
Minimum number of board of director members that preferred stock holders can appoint pursuant to certification | director | 2 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Number of votes per share (vote) | vote | 1 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Number of votes per share (vote) | vote | 1 | ||
Preferred stock, shares issued (in shares) | shares | 185,000 | ||
Preferred stock, shares outstanding (in shares) | shares | 241,671 | ||
Preferred stock, redemption period | 30 months | ||
Preferred stock, liquidation preference | $ | $ 243,100,000 | ||
Preferred stock, redemption amount | $ | $ 243,100,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 242 |
Ending balance (in shares) | 242 |
Preferred Stock | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | 217 |
Issuance of preferred stock (in shares) | 25 |
Amortization of preferred stock issuance costs (in shares) | 0 |
Issuance of preferred PIK dividend (in shares) | 0 |
Ending balance (in shares) | 242 |
Beginning balance | $ | $ 200,865 |
Issuance of preferred stock | $ | 0 |
Amortization of preferred stock issuance costs | $ | 2,510 |
Issuance of preferred PIK dividend | $ | 24,486 |
Ending balance | $ | $ 227,861 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | $ 4,391 | $ 6,000 | $ 14,547 | $ 17,028 |
Tax benefit | 604 | 862 | 2,192 | 2,700 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | 19,900 | $ 19,900 | ||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 10 months 20 days | |||
Stock options | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | 1,701 | 2,147 | $ 5,289 | 5,640 |
Restricted stock awards | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | 2,626 | 3,840 | 8,922 | 11,164 |
Performance Based Cash Units | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | 64 | 13 | 336 | 224 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | 800 | $ 800 | ||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 1 year 10 months 13 days | |||
Cost of revenues | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | 505 | 804 | $ 1,899 | 2,147 |
Research and development | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | 890 | 1,117 | 3,392 | 3,231 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||||
Total stock-based compensation expense | $ 2,996 | $ 4,079 | $ 9,256 | $ 11,650 |
Stockholders' Equity - Black-Sc
Stockholders' Equity - Black-Scholes Assumptions (Details) - Stock options - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted-average assumptions | ||||
Expected stock price volatility | 78.30% | 69.80% | 74.50% | 69.60% |
Risk-free interest rate | 0.20% | 1.60% | 1.00% | 1.90% |
Expected life of options (in years) | 4 years 6 months 7 days | 4 years 4 months 9 days | 4 years 5 months 19 days | 4 years 4 months 2 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average fair value (PSV) of the options (usd per share) | $ 2.23 | $ 4.42 | $ 2.80 | $ 3.84 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Options | ||
Options outstanding at the beginning of the period (in shares) | 4,922 | |
Options Granted (in shares) | 2,293 | |
Options Exercised (in shares) | 0 | |
Options Cancelled (in shares) | (1,149) | |
Options outstanding at the end of the period (in shares) | 6,066 | |
Vested (in shares) | 1,798 | |
Exercisable (in shares) | 1,798 | |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (usd per share) | $ 14.54 | |
Options Granted (usd per share) | 4.86 | |
Options Exercised (usd per share) | 0 | |
Options Cancelled (usd per share) | 21.41 | |
Balance at the end of the period (usd per share) | 9.58 | |
Vested (usd per share) | 15.87 | |
Exercisable (usd per share) | $ 15.87 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 5 years 1 month 2 days | |
Vested | 3 years 10 months 20 days | |
Exercisable | 3 years 10 months 20 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 11.25 | |
Vested | 0 | |
Exercisable | 0 | |
Additional disclosures related to stock options | ||
Total intrinsic value for stock options exercisable | 0 | $ 0 |
Total intrinsic value for stock options exercised | $ 0 | $ 0 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock and Performance Stock (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted stock awards | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | shares | 3,375 |
Granted (in shares) | shares | 286 |
Vested (in shares) | shares | (1,242) |
Forfeited (in shares) | shares | (467) |
Non-vested at the end of the period (in shares) | shares | 1,952 |
Weighted- Average Grant Date Fair Value | |
Non-vested at the beginning of the period (usd per share) | $ / shares | $ 8.68 |
Granted (usd per share) | $ / shares | 5 |
Vested (usd per share) | $ / shares | 9.02 |
Forfeited (usd per share) | $ / shares | 7.66 |
Non-vested at the end of the period (usd per share) | $ / shares | $ 7.41 |
Performance based cash units | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | shares | 1,046 |
Granted (in shares) | shares | 1,391 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (356) |
Non-vested at the end of the period (in shares) | shares | 2,081 |
Weighted- Average Grant Date Fair Value | |
Non-vested at the beginning of the period (usd per share) | $ / shares | $ 4.75 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 0 |
Forfeited (usd per share) | $ / shares | 0 |
Non-vested at the end of the period (usd per share) | $ / shares | $ 3.01 |
Performance based cash units | 2015 Plan | |
Weighted- Average Grant Date Fair Value | |
Vesting period (in years) | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit, operating loss carryback | $ 9,000 | $ 9,000 | |||
Income tax benefit related to the exit from STI | $ 12,100 | ||||
Research and development tax credits | 1,500 | ||||
Benefit (provision) for income taxes | $ (8,744) | $ 9,849 | $ (29,148) | $ 6,614 | |
Effective tax rate | 75.30% |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring accrual and changes | ||||
Beginning balance | $ 90 | |||
Charges | $ 820 | $ (39) | 6,763 | $ 738 |
Payments | (4,890) | |||
Other Adjustments | 73 | |||
Ending balance | $ 2,036 | $ 2,036 |
Earnings per Common Share (EP_3
Earnings per Common Share (EPS) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net loss from continuing operations | $ | $ (5,622) | $ (61,213) | $ (9,666) | $ (97,528) |
Net loss attributable to redeemable noncontrolling interests | $ | (60) | (25) | (242) | (931) |
Preferred stock dividend | $ | (9,685) | (8,194) | (27,882) | (23,590) |
Net loss attributable to Synchronoss | $ | (15,367) | (69,432) | (37,790) | (122,049) |
Net loss from continuing operations attributable to Synchronoss | $ | (15,367) | (69,432) | (37,790) | (122,049) |
Income effect for interest on convertible debt, net of tax | $ | 0 | 0 | 0 | 0 |
Net loss from continuing operations adjusted for the convertible debt | $ | $ (15,367) | $ (69,432) | $ (37,790) | $ (122,049) |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 42,360,000 | 40,910,000 | 41,777,000 | 40,564,000 |
Dilutive effect of: | ||||
Shares from assumed conversion of convertible debt (in shares) | 0 | 0 | 0 | 0 |
Shares from assumed conversion of preferred stock (in shares) | 0 | 0 | 0 | 0 |
Options and unvested restricted shares (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 42,360,000 | 40,910,000 | 41,777,000 | 40,564,000 |
Earnings per share: | ||||
Basic (usd per share) | $ / shares | $ (0.36) | $ (1.70) | $ (0.90) | $ (3.01) |
Diluted (usd per share) | $ / shares | $ (0.36) | $ (1.70) | $ (0.90) | $ (3.01) |
Stock Options | ||||
Earnings per share: | ||||
Anti-dilutive stock options excluded (in shares) | 0 | 0 | 0 | 0 |
Restricted Stock Awards | ||||
Earnings per share: | ||||
Anti-dilutive stock options excluded (in shares) | 1,952,000 | 3,467,000 | 1,952,000 | 3,467,000 |
Convertible Debt Securities | Senior Notes | 2019 Notes | ||||
Earnings per share: | ||||
Anti-dilutive stock options excluded (in shares) | 0 | 512,991 | 0 | 1,687,533 |
Conversion ratio | 0.0188072 | |||
Preferred Stock | ||||
Earnings per share: | ||||
Anti-dilutive stock options excluded (in shares) | 13,426,155 | 11,510,968 | 12,963,664 | 11,199,390 |
Conversion ratio | 0.0555556 |
Commitments, Contingencies an_3
Commitments, Contingencies and Other (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 4,316 |
2021 | 13,750 |
2022 | 12,959 |
2023 and thereafter | 35,330 |
Total | $ 66,355 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) | 1 Months Ended |
Jun. 14, 2017complaint | |
The Securities Law Actions | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of complaints filed | 4 |
Additional Financial Informat_3
Additional Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
FX gains (losses) | $ 2,228 | $ (1,314) | $ 2,330 | $ (1,619) |
Government refunds | 322 | 0 | 874 | 0 |
Income from sale of intangible assets | 0 | 2,164 | 0 | |
Other | 134 | 892 | 375 | 1,636 |
Total | $ 2,684 | $ (422) | $ 5,743 | $ 17 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended |
Nov. 09, 2020USD ($) | |
Subsequent Event | |
Subsequent Event [Line Items] | |
Preferred dividends, paid-in-kind | $ 8.8 |