Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 14, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40574 | ||
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 | 3rd 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 257.8 | ||
Entity Common Stock, Shares Outstanding (in shares) | 88,250,559 | ||
Documents Incorporated by Reference | Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the Registrant’s definitive Proxy Statement for its 2022 Annual Meeting of Stockholders (the “Proxy Statement”), which is to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2021. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10‑K. | ||
Entity Central Index Key | 0001131554 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $.0001 par value | ||
Trading Symbol | SNCR | ||
Security Exchange Name | NASDAQ | ||
8.375% Senior Notes due 2026 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8.375% Senior Notes due 2026 | ||
Trading Symbol | SNCRL | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Iselin, New Jersey |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,504,000 | $ 33,671,000 |
Accounts receivable, net | 47,586,000 | 47,849,000 |
Prepaid & other current assets | 42,901,000 | 39,847,000 |
Total current assets | 121,991,000 | 121,367,000 |
Non-current assets: | ||
Property and equipment, net | 6,979,000 | 11,732,000 |
Operating lease right-of-use assets | 26,399,000 | 34,538,000 |
Goodwill | 224,577,000 | 232,771,000 |
Intangible assets, net | 60,335,000 | 69,593,000 |
Loan receivable | 4,834,000 | 4,834,000 |
Deferred tax assets | 0 | 0 |
Other assets, non-current | 5,619,000 | 7,420,000 |
Total non-current assets | 328,743,000 | 360,888,000 |
Total assets | 450,734,000 | 482,255,000 |
Current liabilities: | ||
Accounts payable | 11,097,000 | 12,749,000 |
Accrued expenses | 61,916,000 | 69,326,000 |
Deferred revenues, current | 22,368,000 | 33,045,000 |
Debt, current | 0 | 10,000,000 |
Total current liabilities | 95,381,000 | 125,120,000 |
Long-term debt, net of debt issuance costs | 133,104,000 | 0 |
Deferred tax liabilities | 560,000 | 1,875,000 |
Deferred revenues, non-current | 548,000 | 12,569,000 |
Leases, non-current | 36,095,000 | 44,273,000 |
Other non-current liabilities | 9,218,000 | 4,995,000 |
Liabilities | 274,906,000 | 188,832,000 |
Commitments and contingencies: | ||
Redeemable noncontrolling interest | 12,500,000 | 12,500,000 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 100,000 shares authorized, 88,305 and 51,177 shares issued; 88,305 and 44,015 outstanding at December 31, 2021 and December 31, 2020, respectively | 9,000 | 5,000 |
Treasury stock, at cost (0 and 7,162 shares at December 31, 2021 and December 31, 2020, respectively) | 0 | (82,087,000) |
Additional paid-in capital | 492,512,000 | 499,348,000 |
Accumulated other comprehensive loss | (32,985,000) | (28,213,000) |
Accumulated deficit | (368,713,000) | (345,771,000) |
Total stockholders’ equity | 90,823,000 | 43,282,000 |
Total liabilities and stockholders’ equity | 450,734,000 | 482,255,000 |
Series A Preferred Stock | ||
Current liabilities: | ||
Preferred stock | 0 | 237,641,000 |
Series B Preferred Stock | ||
Current liabilities: | ||
Preferred stock | $ 72,505,000 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 88,305,000 | 51,177,000 |
Common stock, shares outstanding (in shares) | 88,305,000 | 44,015,000 |
Treasury stock, shares (in shares) | 0 | 7,162,000 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 0 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 250,000 |
Preferred stock, shares outstanding (in shares) | 0 | 250,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 150,000 | 0 |
Preferred stock, shares issued (in shares) | 75,000 | 0 |
Preferred stock, shares outstanding (in shares) | 75,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Net revenues | $ 280,615 | $ 291,670 | $ 308,749 | |
Costs and expenses: | ||||
Cost of revenues | [1] | 109,050 | 121,817 | 150,407 |
Research and development | 64,337 | 77,043 | 75,568 | |
Selling, general and administrative | 84,991 | 89,292 | 112,771 | |
Restructuring charges | 5,189 | 7,955 | 755 | |
Depreciation and amortization | 36,065 | 43,685 | 77,036 | |
Total costs and expenses | 299,632 | 339,792 | 416,537 | |
Loss from operations | (19,017) | (48,122) | (107,788) | |
Interest income | 39 | 1,597 | 1,258 | |
Interest expense | (6,420) | (476) | (1,355) | |
Gain on extinguishment of debt | 0 | 0 | 822 | |
Other income (expense) | (4,877) | 9,535 | 7,389 | |
Equity method investment loss | 0 | 0 | (1,619) | |
Loss from operations, before taxes | (30,275) | (37,466) | (101,293) | |
Benefit (provision) for income taxes | 7,177 | 27,108 | (2,174) | |
Net loss | (23,098) | (10,358) | (103,467) | |
Net income (loss) attributable to redeemable noncontrolling interests | 156 | (344) | (1,126) | |
Preferred stock dividend | (35,509) | (37,981) | (32,134) | |
Net loss attributable to Synchronoss | $ (58,451) | $ (48,683) | $ (136,727) | |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ (0.90) | $ (1.16) | $ (3.36) | |
Diluted (in dollars per share) | $ (0.90) | $ (1.16) | $ (3.36) | |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 64,734 | 41,950 | 40,694 | |
Diluted (in shares) | 64,734 | 41,950 | 40,694 | |
[1] | Cost of revenues excludes depreciation and amortization which are shown separately. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) attributable to Synchronoss | $ (23,098) | $ (10,358) | $ (103,467) |
Other comprehensive (loss) income, net of tax | |||
Foreign currency translation adjustments | (3,274) | 2,128 | (1,768) |
Unrealized gain (loss) on available for sale securities | 0 | 751 | (710) |
Net (loss) income on inter-company foreign currency transactions | (1,498) | 2,169 | (400) |
Total other comprehensive (loss) income | (4,772) | 5,048 | (2,878) |
Comprehensive loss | (27,870) | (5,310) | (106,345) |
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 156 | (344) | (1,126) |
Comprehensive loss attributable to Synchronoss | $ (27,714) | $ (5,654) | $ (107,471) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2018 | 49,836 | 7,162 | ||||||
Beginning balance at Dec. 31, 2018 | $ 188,909 | $ 3,574 | $ 5 | $ (82,087) | $ 534,673 | $ (30,383) | $ (233,299) | $ 3,574 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 22,050 | 22,050 | ||||||
Issuance of restricted stock (in shares) | 1,863 | |||||||
Preferred stock dividends accrued | (29,877) | (29,877) | ||||||
Amortization of preferred stock issuance costs | (2,257) | (2,257) | ||||||
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 | (15) | (15) | ||||||
Net loss attributable to Synchronoss | (104,593) | (104,593) | ||||||
Net income (loss) attributable to Synchronoss | (103,467) | |||||||
Non-controlling interest | 1,126 | 1,126 | ||||||
Total other comprehensive income (loss) | (2,878) | (2,878) | ||||||
Other | (1) | (1) | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 51,704 | 7,162 | ||||||
Ending balance at Dec. 31, 2019 | $ 76,077 | $ (750) | $ 5 | $ (82,087) | 525,739 | (33,261) | (334,319) | $ (750) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | |||||||
Stock based compensation | $ 11,246 | 11,246 | ||||||
Issuance of restricted stock (in shares) | (525) | |||||||
Preferred stock dividends accrued | (34,451) | (34,451) | ||||||
Amortization of preferred stock issuance costs | (3,530) | (3,530) | ||||||
Shares withheld for taxes in connection with issuance of restricted stock (in shares) | (2) | |||||||
Net income (loss) attributable to Synchronoss | (10,358) | (10,358) | ||||||
Non-controlling interest | 0 | 344 | (344) | |||||
Total other comprehensive income (loss) | $ 5,048 | 5,048 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 51,177 | 51,177 | 7,162 | |||||
Ending balance at Dec. 31, 2020 | $ 43,282 | $ 5 | $ (82,087) | 499,348 | (28,213) | (345,771) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 9,259 | 9,259 | ||||||
Issuance of restricted stock (in shares) | 1,982 | |||||||
Issuance of restricted stock | 1 | 1 | ||||||
Preferred stock dividends accrued | (22,718) | (22,718) | ||||||
Amortization of preferred stock issuance costs | $ (12,791) | (12,791) | ||||||
Issuance of common stock on exercise of options (in shares) | 0 | |||||||
Common stock issuance - Public Offering (in shares) | 42,308 | |||||||
Common stock issuance - Public Offering | $ 110,000 | $ 4 | 109,996 | |||||
Retirement of treasury stock (in shares) | (7,162) | (7,162) | ||||||
Retirement of treasury stock | 0 | $ 82,087 | (82,087) | |||||
Common Stock - Issuance Costs | (8,340) | (8,340) | ||||||
Net income (loss) attributable to Synchronoss | (23,098) | (23,098) | ||||||
Non-controlling interest | 0 | (156) | 156 | |||||
Total other comprehensive income (loss) | $ (4,772) | (4,772) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 88,305 | 88,305 | 0 | |||||
Ending balance at Dec. 31, 2021 | $ 90,823 | $ 9 | $ 0 | $ 492,512 | $ (32,985) | $ (368,713) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating activities: | ||||
Net loss continuing operations | $ (23,098) | $ (10,358) | $ (103,467) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 34,760 | 42,672 | 77,037 | |
Impairment of long-lived assets and capitalized software | 1,305 | 1,013 | 0 | |
Change in fair value of financial instruments | 0 | 0 | (163) | |
Amortization of debt issuance costs | 624 | 0 | 285 | |
Gain on extinguishment of debt | 0 | 0 | (822) | |
Loss from Equity method investments | 0 | 0 | 1,619 | |
Loss on Disposals of fixed assets | 263 | 12 | 15 | |
Gain on Disposals of intangible assets | (550) | (3,477) | (5,429) | |
Amortization of debt discount | 9 | 0 | (34) | |
Deferred income taxes | 463 | (911) | 357 | |
Stock-based compensation | 9,343 | 11,137 | 22,287 | |
Cumulative adjustment to STI receivable | 0 | 0 | 26,044 | |
Operating lease impairment, net | 1,353 | 5,350 | 6,268 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (748) | 11,703 | 10,891 | |
Prepaid expenses and other current assets | (4,394) | (1,641) | 18,209 | |
Accounts payable | (2,031) | (7,127) | 8,879 | |
Accrued expenses | 3,468 | 898 | 2,115 | |
Other assets | 0 | 0 | 1,710 | |
Deferred revenues | (21,972) | (43,200) | (28,856) | |
Other liabilities | 6,150 | (6,635) | (4,362) | |
Net cash provided by (used in) operating activities | 4,945 | (564) | 32,583 | |
Investing activities: | ||||
Purchases of fixed assets | (1,521) | (885) | (8,183) | |
Additions to capitalized software | (22,972) | (16,665) | (13,008) | |
Acquisition of intangible assets | 0 | (400) | 0 | |
Proceeds from the sale of intangibles | 550 | 3,600 | 5,429 | |
Purchases of marketable securities available for sale | 0 | 0 | (51,745) | |
Maturity of marketable securities available for sale | 0 | 11 | 86,884 | |
Net cash provided by (used in) investing activities | (23,943) | (14,339) | 19,377 | |
Financing activities: | ||||
Share-based compensation-related proceeds, net of taxes paid on withholding shares | (1) | 0 | 39 | |
Taxes paid on withholding shares | (1) | (9) | (15) | |
Debt issuance costs related to long term debt | (8,606) | 0 | 0 | |
Proceeds from issuance of long term debt | 141,077 | 0 | 0 | |
Retirement of Convertible Senior Notes & related costs | 0 | 0 | (113,006) | |
Borrowings on revolving line of credit | 0 | 10,000 | 2,000 | |
Repayment of revolving line of credit | (10,000) | 0 | (2,000) | |
Proceeds from issuance of common stock | 110,000 | 0 | 0 | |
Proceeds from issuance of Series B preferred stock | 75,000 | 0 | 0 | |
Redemption of Series A Preferred stock | (278,665) | 0 | 0 | |
Payments on capital obligations | 0 | 0 | (1,200) | |
Net cash provided by (used in) financing activities | 16,188 | 9,991 | (121,257) | |
Effect of exchange rate changes on cash | 643 | (418) | (1,562) | |
Net decrease in cash and cash equivalents | (2,167) | (5,330) | (70,859) | |
Cash and cash equivalents, beginning of period | 33,671 | 39,001 | 109,860 | |
Cash and cash equivalents, end of period | 31,504 | 33,671 | 39,001 | |
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 3,449 | 6,138 | 3,598 | |
Cash refund for income taxes | 420 | 15,585 | 20,733 | |
Cash paid for interest | 3,657 | 212 | 666 | |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Paid in kind dividends on Series A Preferred Stock | [1] | 31,277 | 36,776 | 14,407 |
Series B Preferred Stock | ||||
Financing activities: | ||||
Preferred dividend paid in cash | (1,781) | 0 | 0 | |
Series A Preferred Stock | ||||
Financing activities: | ||||
Preferred dividend paid in cash | 0 | 0 | (7,075) | |
Common Stock | ||||
Financing activities: | ||||
Stock issuance costs | (8,340) | 0 | 0 | |
Preferred Stock | ||||
Financing activities: | ||||
Stock issuance costs | $ (2,495) | $ 0 | $ 0 | |
[1] | Current year amounts include amortization of preferred stock issuance costs accelerated due to Series A redemption |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) is a leading provider of white label cloud, messaging, digital and network management solutions that enable our customers to keep subscribers, systems, networks and content in sync. 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 a carrier’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. The Synchronoss Personal Cloud™ platform is specifically designed to support smartphones, tablets and wirelessly enabled consumer electronics such as wearables for health and wellness, cameras, tablets, e-readers, personal navigation devices, and GPS enabled devices, as well as connected automobiles and homes. The Synchronoss Messaging Platform powers mobile messaging and mailboxes for hundreds of millions of telecommunication subscribers. The Advanced Messaging platform is a powerful, secure, intelligent, white-label messaging platform that expands capabilities for communications service provider and multi-service providers to offer P2P messaging via Rich Communications Services (“RCS”). The Mobile Messaging Platform (“MMP”) provides a single standard ecosystem for onboarding and management to brands, advertisers and message wholesalers. The Synchronoss Digital Platform is a suite of technology, tools and solutions that includes digital experience creation and management, automated provisioning, artificial intelligence and financial analytics that service a broad swatch of our target markets. The platform equips customers with the tools to design, deploy and manage end user customer journeys and workflows from one central platform that also integrates across front end customer engagement channels as well as enterprise business systems (e.g. CRM, POS) allowing non-citizen developers to configure rather than code experiences. The platform sits between customer-facing touch points and a customer’s existing back-office systems to orchestrate data, workflows and processes into digital customer journeys that interface with end user channels creating user experiences that can be centrally managed and coordinated with less resources than is typical in a traditional IT environment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. Investments in less than majority-owned companies in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. Investments in less than majority-owned companies in which the Company does not have the ability to exert significant influence over the operating and financial policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation. Risks and Uncertainties There continue to be 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 year ended December 31, 2021, 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 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. We adopted this standard on January 1, 2021. The Company evaluated these changes and concluded that they did not have any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021 Standards issued not yet adopted Standard Description Effect on the financial statements ASU 2021-04 Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-05 Leases (Topic 842). Lessors—Certain Leases with Variable Lease Payments The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. FASB amends lessor classification guidance to prevent selling losses on leases with variable payments. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-08 Business Combinations (Topic 805). Accounting for Contract Assets and Contract Liabilities The amendments in this Update primarily address the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. However, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. Subscription and Transaction revenues consist of revenues derived from the processing of transactions through the Company’s service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. The Company generates revenue from Subscription services from monthly active user fees, software as a service (“SaaS”) fees, hosting and storage fees, and fees for the related maintenance support for those services. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage, under Topic 606 Section 10-25-14(b). When the Company does not allocate variable consideration to distinct periods of service, the total estimated transaction price is recognized ratably over the term of the contract, where the level of service provided to the customer does not vary significantly from one period to another. Transaction service arrangements include services such as processing equipment orders, new account setup and activation, number port requests, credit checks and inventory management. Transaction revenues are principally based on a contractual price per transaction and are recognized based on the number of transactions processed during each reporting period. Revenues are recorded based on the total number of transactions processed at the applicable price established in the relevant contract. Many of the Company’s contracts guarantee minimum volume transactions from the customer. In these instances, if the customer’s total estimated transaction volume for the period is expected to be less than the contractual amount, the Company records revenues at the minimum guaranteed amount on a straight line based over the period covered by the minimum. Setup fees for transactional service arrangements are deferred until set up activities are completed and recognized on a straight‑line basis over remaining expected customer relationship period. Revenues are presented net of discounts, which are volume level driven. In accordance with Topic 606 Section 10-50-20, any credits due to customers, which are generally performance driven and based upon system availability or response times to incidents, are determined and accounted for in the period in which the services are provided. The Company recognizes revenues from support and maintenance performance obligations over the service delivery period. The Company’s software licenses typically provide for a perpetual or term right to use the Company’s software. The Company has concluded that in most cases its software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered to the customer. Contracts that include software customization or specified upgrades may result in the combination of the customization services with the software license as one performance obligation. The Company does not have a history of returns, or refunds of is software licenses, however, in limited instances, the Company may constrain consideration to high-risk customers, until collection is resolved. The Company’s professional services include software development and customization. The contracts generally include project deliverables specified by each customer. The performance obligations in the agreements are generally combined into one deliverable and generally result in the transfer of control over time. The underlying deliverable is owned and controlled by the customer and does not create an asset with an alternative use to us. The Company recognizes revenue on fixed fee contracts on the proportion of labor hours expended to the total hours expected to complete the contract performance obligation. Most of the Company’s contracts with customers contain multiple performance obligations which generally include either 1) a perpetual software license with support and maintenance and sometimes a hosting agreement or 2) a term SaaS agreement, frequently sold along with professional services. For these contracts, the Company accounts for individual goods and services separately if they are distinct performance obligations. This often requires significant judgment based upon knowledge of the products, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation when the customer doesn’t have the ability to take possession of the underlying software license. The Company may also sell the same three goods and services in a contract, but there may be three performance obligations, where the customer has the right to take possession of the software license without significant penalty. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company estimates standalone selling prices of software based on observable inputs of past transactions to similarly situated customers. When such observable data is not available for certain software licenses because there is a limited number of transactions or prices are highly variable, the Company will estimate the standalone selling price using the residual approach. Standalone selling prices of services are typically determined based on observable transactions when these services are sold on a standalone basis to similarly situated customers or estimated using a cost-plus margin approach. Estimating the transaction price of variable consideration including the variable quantity subscription or transaction contracts in a multiple performance obligation arrangement requires significant judgment. The Company generally estimates this variable consideration at the most likely amount to which the Company expects to be entitled and in certain cases based on the expected value. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company reviews and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Software License Software License Upon shipment or made available for download (point in time) Within 90 days of delivery Observable transactions or residual approach when prices are highly variable or uncertain Software License with significant customization Over the performance of the customization and installation of the software (over time) Within 90 days of services Residual approach Hosting Services As hosting services are provided (over time) Within 90 days of services Estimated using a cost-plus margin approach Professional Services Consulting As work is performed (over time) Within 90 days of services Observable transactions Customization SaaS: Over the remaining term of the SaaS agreement License: Over the performance of the customization and installation of the software (over time) Within 90 days of services Observable transactions Transaction Services As transaction is processed (over time) Within 90 days of transaction Observable transactions Subscription Services Customer Support Ratably over the course of the support contract Within 90 days of the start of the contract period Observable transactions SaaS Over the course of the SaaS service once the system is available for use Within 90 days of services Estimated using a cost-plus margin approach Deferred Revenue Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered, and also include the fair value of deferred revenues recorded as a result of acquisitions. Service Level Standards Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2021, 2020 and 2019, respectively. Cost of Revenues Cost of services includes all direct materials, direct labor and those indirect costs related to revenues such as indirect labor, materials and supplies and facilities cost, exclusive of depreciation expense. Research and Development Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, and employee compensation and related expenses of personnel directly associated with the development activities. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients. Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two The unamortized software development costs and amortization expense were as follows: Year ended December 31, 2021 2020 2019 Unamortized software development costs $ 33,152 $ 28,512 $ 22,240 Software development amortization expense $ 15,412 $ 10,843 $ 8,258 The Company recognized impairment charges to its capitalized software intangible assets, of $1.3 million, $0.9 million and nil for the years ended December 31, 2021, 2020 and 2019, respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at several major financial institutions. The Company believes that concentration of credit risk with respect to accounts receivable is limited because of the creditworthiness of its major customers. The Company’s top five customers accounted for 68.2%, 68.0% and 69.2% of net revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Contracts with these customers typically run for three Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. Accounts Receivable Accounts receivable include current notes, amounts billed to customers, claims, and unbilled revenue, which consists of amounts recognized as sales but not yet billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year. The Company had unbilled receivable balances of $4.0 million and $3.4 million as of December 31, 2021 and 2020, respectively. Allowance for Credit Losses The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Customers are pooled based on sharing specific risk factors, including geographic location. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on our analysis of their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance; they are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. Fair Value of Financial Instruments and Liabilities The Company includes disclosures of fair value information about financial instruments and liabilities, whether or not recognized on the Consolidated Balance Sheets, for which it is practicable to estimate that value. Due to their short-term nature, the carrying amounts reported in the financial statements approximate the fair value for cash and cash equivalents, marketable securities, accounts receivable and accounts payable. Property and Equipment Property and equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years, or the lesser of the related initial term of the lease or useful life for leasehold improvements. Amortization of property and equipment recorded under a capital lease is included with depreciation expense. Expenditures for routine maintenance and repairs are charged against operations, while major replacements, improvements and additions are capitalized. Noncontrolling Interests and Mandatorily Redeemable Financial Instruments Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity. Generally, mandatorily redeemable NCIs are classified as liabilities and non-mandatorily redeemable NCIs are classified outside of stockholders’ equity in the Consolidated Balance Sheets as temporary equity under the caption, redeemable noncontrolling interests, and are measured at their redemption values at the end of each period. If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value. Redeemable NCIs that are mandatorily redeemable are classified as a liability in the Consolidated Balance Sheets under either other current liabilities or other long-term liabilities, depending on the remaining duration until settlement, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date with any change from the prior period recognized as interest expense. If the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, the Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount. Net income attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCI is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company. Investments in Affiliates and Other Entities In the normal course of business, Synchronoss enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Synchronoss in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. Synchronoss determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Synchronoss is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Synchronoss is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported. If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determine that other equity holders do not have substantive participating rights. Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually in the fourth quarter or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has one operating segment and one reportable segment because the aggregation criteria and the quantitative threshold test was met. The Company tests for goodwill impairment on each of its reporting units, which is at the operating segment or one level below the operating segment. During the Company’s qualitative assessment, the Company makes significant estimates, assumptions, and judgments, around the financial performance of the Company, changes in share price, and forecasts of earnings, working capital requirements, and cash flows. The Company considers each reporting unit's historical results and operating trends as well as any strategic difference from the Company’s historical results when determining these assumptions. The Company can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or the Company can directly perform the quantitative impairment test. If the Company determines that the fair value of a reporting unit is more likely than not to be less than its carrying amount, a quantitative impairment test is performed. Fair value estimates used in the quantitative impairment test are calculated using a combination of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The fair value measurement associated with the quantitative goodwill impairment test is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value goodwill could significantly increase or decrease the fair value estimates used for impairment assessments. In order to assess the reasonableness of the estimated fair value of the Company’s reporting unit, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. Impairment of Long-Lived Assets A review of long-lived assets for impairment is performed when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to the asset’s carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the amount by which the asset’s carrying amount exceeds its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value long lived assets could significantly increase or decrease the fair value estimates used for impairment assessments. Long lived assets that do not have indefinite lives are amortized/depreciated over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reevaluates the useful life determinations each year to determine whether events and circumstances warrant a revision to the remaining useful lives. Leases The Company adopted Accounting Standards Codification Topic 842, Leases (ASC 842) on January 1, 2019. ASC 842 applies to a number of arrangements to which the Company is party whereby the Company acts as a lessee. Whenever the Company enters into a new arrangement, it must determine, at the inception date, whether the arrangement contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. If a lease exists, the Company must then determine the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected to not separate lease and non-lease components. Each lease component is accounted for separately from other lease components, but together with the associated non-lease components. For each lease, the Company must then determine: • The lease term - The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise or that are controlled by the lessor and (ii) termination options the Company is reasonably certain not to exercise. • The present value of lease payments is calculated based on: – Lease payments - Lease payments include certain fixed and |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
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 TMT sector. Twelve Months Ended December 31, 2021 Twelve Months Ended December 31, 2020 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography: Americas $ 158,283 $ 47,108 $ 20,042 $ 225,433 $ 155,287 $ 45,893 $ 27,459 $ 228,639 APAC 486 4,064 28,022 32,572 — 4,502 31,310 35,812 EMEA 7,213 3,284 12,113 22,610 6,888 5,687 14,644 27,219 Total $ 165,982 $ 54,456 $ 60,177 $ 280,615 $ 162,175 $ 56,082 $ 73,413 $ 291,670 Service Line: Professional Services $ 15,131 $ 9,244 $ 12,477 $ 36,852 $ 18,391 $ 13,512 $ 16,741 $ 48,644 Transaction Services 5,852 6,721 12 12,585 5,651 7,396 — 13,047 Subscription Services 142,636 35,770 44,765 223,171 138,133 32,831 43,873 214,837 License 2,363 2,721 2,923 8,007 — 2,343 12,799 15,142 Total $ 165,982 $ 54,456 $ 60,177 $ 280,615 $ 162,175 $ 56,082 $ 73,413 $ 291,670 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 consolidated statements of financial position at their net estimated realizable value. The Company maintains an allowance for doubtful accounts 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 applicable factors. 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 asset balance at December 31, 2021 is $9.0 million. Amounts collected in advance of services being provided are accounted for as contract liabilities, which are presented as deferred revenue on the accompanying balance sheet 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 noncurrent) during the period are as follows: Contract Liabilities 1 Balance - January 1, 2021 $ 45,614 Revenue recognized in the period (279,269) Amounts billed but not recognized as revenue 256,571 Balance - December 31, 2021 $ 22,916 ________________________________ 1 Comprised of deferred revenue Revenues recognized during the year ended December 31, 2021 for performance obligations satisfied or partially satisfied in previous periods were immaterial. Contract acquisition costs In connection with the adoption of Topic 606 and the related cost accounting guidance under Accounting Standards Codification (“ASC”) 340, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions and bonuses paid when contracts are signed. For contracts that have a duration of less than one year, the Company follows a Topic 606 practical expedient and expenses these costs over the estimated customer life, because it does not pay commissions upon renewals that are commensurate with the initial contract. During the year ended December 31, 2021, the amount of amortization was immaterial and there was no impairment loss in relation to costs capitalized. Contract Fulfillment Costs Under ASC 340-40, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of December 31, 2021 and 2020, the Company had $1.5 million and $0.1 million of capitalized contract fulfillment costs, respectively. 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 December 31, 2021. 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 December 31, 2021, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $208.3 million, of which approximately 93.51% 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. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses Effective January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” prospectively. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due. The accounts receivable balance on the Company’s consolidated balance sheet as of December 31, 2021 was $47.6 million, net of $0.5 million of allowances. Changes in the allowance were not material for the year ended December 31, 2021. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Allowance for credit losses Balance at December 31, 2020 $ 543 Current period change for expected credit losses (65) Balance at December 31, 2021 $ 478 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: • Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; • Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and • Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. The following is a summary of assets, liabilities and redeemable noncontrolling interests and their related classifications under the fair value hierarchy: December 31, 2021 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 31,504 $ 31,504 $ — $ — Total assets $ 31,504 $ 31,504 $ — $ — Temporary equity Redeemable noncontrolling interests 1 $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 December 31, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 33,671 $ 33,671 $ — $ — Total assets $ 33,671 $ 33,671 $ — $ — Temporary Equity Redeemable noncontrolling interests 1 $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 ________________________________ 1 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 Consolidated Balance Sheets. The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the year ended December 31, 2021 were as follows: Redeemable noncontrolling interests Balance at December 31, 2020 $ 12,500 Fair value adjustment 156 Net (income) loss attributable to redeemable noncontrolling interests (156) Balance at December 31, 2021 $ 12,500 |
Investments in Affiliates and R
Investments in Affiliates and Related Transactions | 12 Months Ended |
Dec. 31, 2021 | |
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 Loan Receivable on the Consolidated balance sheet. No gain or loss was recognized as a result of the transaction. As of December 31, 2021 the Company reassessed the fair value of the note and there were no material changes. In connection with the PIK note, the Company recorded a CECL adjustment of $1.6 million which offset the current year accretion of the interest of $1.6 million. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: December 31, 2021 2020 Computer hardware $ 179,684 $ 184,145 Computer software 52,061 52,135 Furniture and fixtures 5,613 8,951 Leasehold improvements 18,369 23,389 255,727 268,620 Less: Accumulated depreciation (248,748) (256,888) Total $ 6,979 $ 11,732 |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill The Company records goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The following table shows the adjustments to goodwill during 2021 and 2020: Goodwill Balance at December 31, 2019 $ 222,969 Translation adjustments 9,802 Balance at December 31, 2020 $ 232,771 Translation adjustments (8,194) Balance at December 31, 2021 $ 224,577 When performing its annual impairment test, the Company compares the fair value of each reporting unit to its carrying amount with the fair values derived from the market approach the income approach. Under the market approach, the Company estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparables are not meaningful or not available, the Company estimates the fair value of a reporting unit using only the income approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. The Company recognized no goodwill impairment charge s f or the years ended December 31, 2021, 2020, and 2019. Other Intangible Assets The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2021, 2020 and 2019 was $28.3 million, $27.0 million and $33.5 million, respectively. The Company recognized impairment charges to its intangible assets of $1.3 million, $0.9 million and nil for the years ended December 31, 2021, 2020 and 2019 respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations. The Company’s intangible assets consist of the following: December 31, 2021 Cost Accumulated Amortization Net Technology $ 101,938 $ (96,732) $ 5,206 Customer lists and relationships 125,115 (103,385) 21,730 Capitalized software and patents 82,910 (49,511) 33,399 Trade name 2,453 (2,453) — Total $ 312,416 $ (252,081) $ 60,335 December 31, 2020 Cost Accumulated Amortization Net Technology $ 105,642 $ (94,867) $ 10,775 Customer lists and relationships 131,500 (101,468) 30,032 Capitalized software and patents 63,268 (34,482) 28,786 Trade name 2,477 (2,477) — Total $ 302,887 $ (233,294) $ 69,593 Estimated future amortization expense of its intangible assets for the next five years is as follows: Year 2022 $ 23,930 2023 13,212 2024 6,720 2025 4,677 2026 1,098 Thereafter 123 Total 1 $ 49,760 ________________________________ 1 As of December 31, 2021, the Company had $10.6 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: December 31, 2021 2020 Accrued compensation and benefits $ 29,773 $ 28,172 Accrued professional service fees 3,259 5,344 Accrued telecommunications and hosting 1,736 4,570 Accrued income taxes payable 1,844 3,227 Accrued preferred dividend 1,781 9,078 Accrued operating lease liabilities 7,491 10,078 Accrued third party tech services 4,277 3,322 Accrued other 11,755 5,535 Total $ 61,916 $ 69,326 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
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 does not have material sublease arrangements. The following table presents information about the Company's ROU assets and lease liabilities at December 31, 2021: ROU assets: Non-current operating lease ROU assets $ 26,399 Operating lease liabilities: Current operating lease liabilities 1 $ 7,491 Non-current operating lease liabilities 35,578 Total operating lease liabilities $ 43,069 ________________________________ 1 Amounts are included in Accrued Expenses on Consolidated Balance Sheets. The following table presents information about lease expense and sublease income for the year ended December 31, 2021: Operating lease cost 1 $ 9,346 Other lease costs and income: Variable lease costs 1 2 670 Operating lease impairments/remeasurements 1,353 Sublease income 1 (3,166) Total net lease cost $ 8,203 ________________________________ 1 Amounts are included in Cost of revenues, Selling, general and administrative and/or Research and development based on the function that each underlying leased asset supports. This is reflected in the Consolidated Statements of Operations. 2 As part of the Company’s in year cost savings initiatives, the Company closed certain office spaces and terminated various lease agreements. These actions resulted in a $1.4 million ROU asset impairment charge, which was determined by the present value of the forecasted future cash flows for the remaining lease term. The following table provides the undiscounted amount of future cash flows included in the Company’s lease liabilities at December 31, 2021 for each of the five years subsequent to December 31, 2021 and thereafter, as well as a reconciliation of such undiscounted cash flows to the Company’s lease liabilities at December 31, 2021: Operating Leases 2022 $ 10,558 2023 8,481 2024 8,325 2025 8,162 2026 7,988 Thereafter 10,515 Total future lease payments 54,029 Less: amount representing interest (10,960) Present value of future lease payments (lease liability) $ 43,069 The following table provides the weighted-average remaining lease term and weighted-average discount rates for the Company’s leases as of December 31, 2021: Operating Leases: Weighted-average remaining lease term (years), weighted based on lease liability balances 5.94 Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments 8.2 % The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the year ended December 31, 2021: Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 13,244 Lease liabilities arising from obtaining right-of-use assets 137 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Offering of 2021 Senior Notes due 2026 On June 30, 2021, the Company closed its underwritten public offering of $120.0 million aggregate principal amount of 8.375% senior notes due 2026 at a par value of $25.00 per senior note (the “Senior Notes”). The offering was conducted pursuant to an underwriting agreement (the “Notes Underwriting Agreement”) dated June 25, 2021, by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Notes Underwriters”). At the closing, the Company issued $125.0 million aggregate principal amount of Senior Notes, inclusive of $5.0 million aggregate principal amount of Senior Notes issued pursuant to the full exercise of the Notes Underwriters’ option to purchase additional Senior Notes. The Notes Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Notes Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. On June 30, 2021, the Company entered into an indenture (the “Base Indenture”) and a supplemental indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with The Bank of New York Mellon Trust Company National Association, as trustee (the “Trustee”), between the Company and the Trustee. The Indenture establishes the form and provides for the issuance of the Senior Notes. The Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. The Senior Notes are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries, including trade payables. The Senior Notes bear interest at the rate of 8.375% per annum. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on July 31, 2021. The Senior Notes will mature on June 30, 2026, unless redeemed prior to maturity. The Company may, at its option, at any time and from time to time, redeem the Senior Notes for cash in whole or in part (i) on or after June 30, 2022 and prior to June 30, 2023, at a price equal to $25.75 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after June 30, 2023 and prior to June 30, 2024, at a price equal to $25.50 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after June 30, 2024 and prior to June 30, 2025, at a price equal to $25.25 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after June 30, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Senior Notes. The Indenture contains customary events of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% of the principal amount of the Senior Notes may declare the entire amount of the Senior Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. In the case of an event of default involving the Company’s bankruptcy, insolvency or reorganization, the principal of, and accrued and unpaid interest on, the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration or other action on the part of the Trustee or the holders of the Senior Notes, become due and payable. On October 25, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) between the Company and B. Riley Securities, Inc. (the “Agent”), a related party, pursuant to which the Company may offer and sell, from time to time, up to $18.0 million of the Company’s 8.375% Senior Notes due 2026. Sales of the additional Senior Notes pursuant to the Sales Agreement, if any, may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent will be entitled to compensation of 2.0% of the gross proceeds of all notes sold through it as the Company’s agent. During the fourth quarter of 2021, the Company sold an additional $16.1 million aggregate principal amount of Senior Notes pursuant to the Sales Agreement. The additional Senior Notes sold have terms identical to the initial Senior Notes and are fungible and vote together with, the initial Senior Notes. The Senior Notes are listed and trade on The Nasdaq Global Market under the symbol “SNCRL.” The carrying amounts of the Company’s borrowings were as follows: Senior Notes December 31, 2021 December 31, 2020 2021 Non-convertible 8.375% Senior Notes due 2026 $ 141,077 $ — Unamortized discount and debt issuance cost (7,973) — Carrying value of Senior Notes $ 133,104 $ — Debt issuance are deferred and amortized into interest expense using the effective interest method. The total fair value of the outstanding Senior Notes was $134.1 million as of December 31, 2021 . T he Company is in compliance with its debt covenants as of December 31, 2021. 2014 Convertible Senior Notes due 2019 On August 12, 2014, the Company issued $230.0 million aggregate principal amount of its 0.75% Convertible Senior Notes due in 2019 (the “2019 Notes”). The 2019 Notes were paid at maturity on August 15, 2019. The 2019 Notes bore an interest rate of 0.75% per annum payable semi-annually in arrears on February 15 and August 15 of each year. The Company accounted for the $230.0 million face value of the debt as a liability and capitalized approximately $7.1 million of financing fees, related to the issuance. 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 bore 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 0.5%, the prime commercial lending rate as determined by the Agent, and the daily LIBOR rate plus 1.0%, in each case plus an applicable margin and subject to a floor of 0.0%. On June 30, 2021, the Company paid off the outstanding balance and closed the Revolving Credit Facility. Interest expense The following table summarizes the Company’s interest expense: Twelve Months Ended December 31, 2021 2020 2019 2021 Non-Convertible Senior Notes due 2026: Amortization of debt issuance costs $ 625 $ — $ — Interest on borrowings 5,458 — — Amortization of debt discount 9 — — 2014 Convertible Senior Notes due 2019: Amortization of debt issuance costs — — 285 Interest on borrowings — — 363 2019 Revolving Credit Facility : Amortization of debt issuance costs 84 52 8 Commitment fee — 4 5 Interest on borrowings 126 202 3 Other 118 218 691 Total $ 6,420 $ 476 $ 1,355 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) / Income | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, were as follows: Balance at December 31, 2020 Other comprehensive (loss) income Tax effect Balance at December 31, 2021 Foreign currency $ (26,076) $ (3,274) $ — $ (29,350) Unrealized loss on intra-entity foreign currency transactions (2,137) (1,984) 486 (3,635) Total $ (28,213) $ (5,258) $ 486 $ (32,985) Balance at December 31, 2019 Other comprehensive (loss) income Tax effect Balance at December 31, 2020 Foreign currency $ (28,204) $ 2,128 $ (26,076) Unrealized income (loss) on intra-entity foreign currency transactions (4,306) 3,130 (961) (2,137) Unrealized holding gains (losses) on marketable debt securities (751) 751 — — Total $ (33,261) $ 6,009 $ (961) $ (28,213) Balance at December 31, 2018 Other comprehensive (loss) income Tax effect Balance at December 31, 2019 Foreign currency $ (26,436) $ (1,768) $ — $ (28,204) Unrealized (loss) income on intra-entity foreign currency transactions (3,906) (579) 179 (4,306) Unrealized holding gains (losses) on marketable debt securities (41) (710) — (751) Total $ (30,383) $ (3,057) $ 179 $ (33,261) |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Structure | Capital Structure As of December 31, 2021, the Company’s authorized capital stock was 110 million shares of stock with a par value of $0.0001, of which 100 million shares were designated as common stock and 10 million shares were designated as preferred stock, 75,000 of which were designated Series B Perpetual Non-Convertible Preferred Stock. Common Stock Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. Dividends on common stock will be paid when, and if, declared by the Company’s Board of Directors. No dividends have ever been declared or paid by the Company. Common Stock Offering On June 29, 2021, the Company closed its underwritten public offering of common stock, par value $0.0001 per share. The offering was conducted pursuant to an underwriting agreement (the “Underwriting Agreement”) dated June 24, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”) for net proceeds of $102.3 million. At the closing, the Company issued 42,307,692 shares of common stock, inclusive of 3,846,154 shares of common stock issued pursuant to the full exercise of the Underwriters’ option to purchase additional shares of common stock. The Company used the net proceeds for the redemption of the Series A Convertible Preferred Stock. Treasury Stock On February 4, 2016, the Company announced that the Board of Directors approved a share repurchase program under which the Company may repurchase up to $100.0 million of its outstanding common stock for 12 to 18 months following the announcement. In 2016, the Company repurchased approximately 1.3 million shares of the Company’s common stock under this program for an aggregate repurchase price of $40.0 million. There were no share repurchases subsequent to 2016. In 2018, in connection with execution of the Share Purchase Agreement, the Company received approximately 6.0 million shares of Synchronoss common stock, which have been recorded as Treasury shares as of December 31, 2020. Additionally, in 2018 the Company retired 3.9 million shares of common stock that were previously repurchased in prior years. Any related additional paid in capital and par values were removed from the common stock number s. In the second quarter of 2021, the entire balance of Treasury Stock was sold in the underwritten public offering. Treasury Stock balance is zero as of December 31, 2021. 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. Series B Non-Convertible Preferred Stock On June 30, 2021, the Company closed a private placement of 75,000 shares of its Series B Perpetual Non-Convertible Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the “Series B Preferred Stock”), for net proceeds of $72.8 million (the “Series B Transaction”). The sale of the Series B Preferred Stock was pursuant to the Series B Preferred Stock Purchase Agreement, dated as of June 24, 2021 (the “Series B Purchase Agreement”), between the Company and B. Riley Principal Investments, LLC (“BRPI”). In connection with the closing of the Series B Transaction, the Company (i) filed a Certificate of Designation with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series B Preferred Stock (the “Series B Certificate”) and (ii) entered into an Investor Rights Agreement with B. Riley Financial, Inc. (“B. Riley Financial”) and BRPI setting forth certain governance and registration rights of B. Riley Financial with respect to the Company. Certificate of Designation of the Series B Preferred Stock The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference per share of Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1, 2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). The Company may choose to pay the Series B Preferred Dividends in cash or in additional shares of Series B Preferred Stock. In the event the Company does not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. As of December 31, 2021, the Liquidation Value and Redemption Value of the Series B Preferred Shares was $78.6 million. On and after the fifth anniversary of the date of issuance, holders of shares of Series B Preferred Stock will have the right to cause the Company to redeem each share of Series B Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series B Preferred Stock will also be redeemable at the option of the holder upon the occurrence of a “Fundamental Change” at (i) par in the case of a payment in cash or (ii) 1.5 times par in the case of payment in shares of Common Stock (such shares being, “Registrable Securities”), subject to certain limitations on the amount of stock that could be issued to the holders of Series B Stock. In addition, the Company will be permitted to redeem outstanding shares of the Series B Preferred Stock at any time for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. Pursuant to the Series B Certificate, the Company will be required to use (i) the first $50.0 million of proceeds from certain transactions (i.e., disposition, sale of assets, tax refunds) received by the Company to redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25.0 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of the Series B Preferred Stock. The Company is required to obtain the prior written consent of the holders holding at least a majority of the outstanding shares of the Series B Preferred Stock before taking certain actions, including: (i) certain dividends, repayments and redemptions; (ii) any amendment to the Company’s certificate of incorporation that adversely affects the rights, preferences, privileges or voting powers of the Series B Preferred Stock; and (iii) issuances of stock ranking senior or equivalent to shares of the Series B Preferred Stock (including additional shares of the Series B 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. Other than with respect to the foregoing consent rights, the Series B Preferred Stock is non-voting stock. Investor Rights Agreement On June 30, 2021, the Company, B. Riley Financial and BRPI entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, for so long as affiliates of B. Riley Financial beneficially own at least 10% of the outstanding shares of common stock (unless such equity threshold percentage is not met due to dilution from equity issuances), B. Riley Financial is entitled to nominate one Class II director (the “B. Riley Nominee”) to the Company’s board of directors (the “Board”), who shall be an employee of B. Riley Financial or its affiliates and is approved by the Board, such approval not to be unreasonably withheld. For so long as affiliates of B. Riley Financial beneficially own 5% or more but less than 10% of the outstanding shares of common stock (unless such equity threshold percentage is not met due to dilution from equity issuances), B. Riley Financial is entitled to certain board observer rights. A summary of the Company’s Series B Preferred Stock balance at December 31, 2021 and changes during the year ended December 31, 2021 , are presented below: Series B Preferred Stock Shares Amount Balance at December 31, 2020 — $ — Issuance of Series B preferred stock 75 75,000 Issuance costs related to preferred stock — (2,495) Balance at December 31, 2021 75 $ 72,505 On January 3, 2022 the Company paid the accrued Series B Perpetual Non-Convertible Preferred Stock dividend of $1.8 million in the form of cash. Series A Convertible 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”). 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 were 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 “Series A Preferred Dividends”). The Series A Preferred Dividends were due on January 1, April 1, July 1 and October 1 of each year (each, a “Series A Dividend Payment Date”). The Company had the option to choose to pay the Series A Preferred Dividends in cash or in additional shares of Series A Preferred Stock. In the event the Company did not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Series A Preferred Dividend was added to the Liquidation Preference. Redemption of Series A Preferred Stock The net proceeds from the common stock public offering, Senior Note offering and the Series B Transaction was used in part to fully redeem all outstanding shares of the Company’s Series A Preferred Stock on June 30, 2021 (the “Redemption”). The Company redeemed in full all of the 268,917 outstanding shares of the Series A Preferred Stock for an aggregate Redemption Price of $278.7 million and all rights under the Investor Rights Agreement relating to the Series A Preferred Stock were terminated effective with the Redemption. No Series A Preferred Stock remains outstanding or authorized as of December 31, 2021. In addition, on June 30, 2021, in connection with the redemption of the Series A Preferred Stock, the Investor Rights Agreement between the Company and Silver terminated. A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at December 31, 2021 and changes during the y ear ended December 31, 2021, are presented below: Series A Preferred Stock Shares Amount Balance at December 31, 2020 250 $ 237,641 Amortization of preferred stock issuance costs — 12,791 Issuance of preferred PIK dividend 19 18,485 Payment of preferred dividend — 9,748 Redemption of Series A preferred shares (269) (278,665) Balance at December 31, 2021 — $ — The Company and Siris Capital Group, LLC (“Siris”) entered into an Advisory Services Agreement dated as of May 18, 2020 under which Siris may provide consulting and advisory services to the Company on operational, business, financial and strategic matters. All obligations related to this Advisory Services Agreement were paid by the Company and the Advisory Services Agreement was terminated as of June 30, 2021. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plans | Stock Plans In March 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan replaces the Company’s prior 2000 Equity Incentive Plan (the “2000 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”) (collectively, the “Plans”). Beginning March 2015, all awards were granted under the 2015 Plan. In addition, any awards that were previously granted under any prior Plans that terminate without issuance of shares, shall be eligible for issuance under the 2015 Plan. Under the 2015 Plan, the Company may grant to its employees, outside directors and consultants awards in the form of non-qualified stock options, shares of restricted stock, stock units, or stock appreciation rights and performance shares. The Company’s Board of Directors administers the Plan and is responsible for determining the individuals to be granted options or shares, the number of options or shares each individual will receive, the price per share and the exercise period of each option. On June 10, 2021, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan to increase the number of shares of common stock issuable thereunder by 3.0 million shares from 26,297,175 shares to a new aggregate total of 29,297,175 shares. On December 15, 2017, the Compensation Committee adopted the 2017 New Hire Equity Incentive Plan (“2017 New Hire Plan”), which is intended to be exempt from the stockholder approval requirements under the “inducement grant exception” provided by the Inducement Rule. The Committee authorized the issuance of up to 1.5 million Common Shares to new hires, with the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) providing for the attraction and retention of new employees with exceptional qualifications, (b) encouraging new employees to focus on critical long-range objectives, and (c) linking new employees directly to stockholder interests through increased stock ownership. As required by the Inducement Rule, the Company issues a press release promptly upon issuing shares to new employees pursuant to the 2017 New Hire Plan. On November 1, 2021 Synchronoss Technologies, Inc. 2017 New Hire Equity Incentive Plan was amended to increase the maximum number of shares of Common St ock authorized for issuance under the 2017 Incentive Plan by 566,711 shares from 1,500,000 shares to a new aggregate total of 2,066,711 shares. As of December 31, 2021, there were 1.6 million shares available for the grant or award under the Company’s 2015 Plan and 0.5 million shares available for the grant or award under the Company’s 2017 New Hire Equity Incentive Plan. The Company’s performance cash awards granted to executives under the Long Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and the ability to settle such awards in cash upon vesting and has reflected such awards in accrued expenses. As of December 31, 2021, the liability for such awards is approximately $0.4 million. 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: Twelve Months Ended December 31, 2021 2020 2019 Cost of revenues $ 1,593 $ 2,409 $ 2,929 Research and development 2,862 4,380 4,227 Selling, general and administrative 4,850 4,348 15,094 Total stock-based compensation expense $ 9,305 $ 11,137 $ 22,250 The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by award types, as follows: Twelve Months Ended December 31, 2021 2020 2019 Stock options $ 3,748 $ 1,308 $ 7,348 Restricted stock awards 5,364 9,743 14,775 Performance Based Cash Units 193 86 127 Total stock-based compensation before taxes 9,305 11,137 22,250 Tax benefit $ 1,750 $ 1,815 $ 3,455 The total stock-based compensation cost related to unvested equity awards as of December 31, 2021 was approximately $9.5 million. The expense is expected to be recognized over a weighted-average period of approximately 1.2 years. The total stock-based compensation cost related to unvested performance-based cash units as of December 31, 2021 was approximately $0.6 million. The expense is expected to be recognized over a weighted-average period of approximately 2.0 years. Stock Options Options that were granted under the Company’s 2000, 2006 and 2015 Plans generally vest 25% on the first-year anniversary of the date of grant plus an additional 1/48th for each month of continuous service thereafter. Options that were granted under the Company’s 2010 Plan generally vest 50% on the second-year anniversary and an additional 1/48th for each month of continuous service thereafter. Incentive options that were granted under the 2000 and 2006 Plans generally vest 25% on the first-year anniversary on the date of grant and an additional 1/48th for each month of continuous service thereafter. Other than as set forth above, there were no significant changes to the Company’s Stock Option Plans during the year ended December 31, 2021. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock options. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: Twelve Months Ended December 31, 2021 2020 2019 Expected stock price volatility 82.3 % 74.5 % 69.6 % Risk-free interest rate 0.7 % 1.0 % 1.9 % Expected life of options (in years) 4.23 4.47 4.34 Expected dividend yield 0.0 % 0.0 % 0.0 % Weighted-average fair value (PSV) of the options $ 1.83 $ 2.79 $ 3.82 The following table summarizes information about stock options outstanding as of December 31, 2021: Options Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 4,423 $ 9.60 Options Granted 2,209 3.01 Options Exercised — — Options Cancelled (1,917) 9.55 Outstanding at December 31, 2021 4,715 $ 6.53 5.11 $ 6 Vested and exercisable at December 31, 2021 1,404 $ 12.86 3.36 $ — The total intrinsic value of stock options exercised during the year ended December 31, 2021 and 2020 was nil and nil, respectively. The total intrinsic value of stock options exercisable as of December 31, 2021 and 2020 was nil and $2.0 thousand, respectively. Awards of Restricted Stock and Performance Stock Restricted stock awards (“Restricted Stock”) granted under the Company’s Plans generally vest 25% of the applicable shares on the first anniversary of the date of grant and thereafter an additional 1/16th for each three months of continuous service. Generally, performance stock awards granted under the Company’s 2015 Plan vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors. There were no significant changes to the Company’s restricted stock award (“Restricted Stock”) and performance stock plan during the year ended December 31, 2021. A summary of the Company’s unvested restricted stock at December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Unvested Restricted Stock Number of Weighted- Average Unvested at December 31, 2020 1,510 $ 7.05 Granted 2,404 3.01 Vested (888) 7.48 Forfeited (452) 4.23 Unvested at December 31, 2021 2,574 $ 3.57 Restricted stock awards are granted subject to other service conditions or service and performance conditions (“Performance-Based Awards”). Restricted stock and Performance-Based Awards are measured at the closing stock price at the date of grant and are recognized straight line over the requisite service period. Performance Based Cash Units Performance based cash units (PBCU) generally vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors. The PBCU can be settled in cash or in equity as determined by the Compensation Committee. A summary of the Company’s unvested performance-based cash units at December 31, 2021 and changes during the year ended December 31, 2021, is presented below: Unvested Cash Units Number of Period end Unvested at December 31, 2020 907 $ 4.70 Granted 2,078 Granted adjustment 1 (307) Vested (30) Forfeited (652) Unvested at December 31, 2021 1,996 $ 2.44 ________________________________ 1 Includes changes in the unvested units due to performance adjustments Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period. The expense for the period will increase or decrease based on updated fair values of these awards as well as the percentage achievement of the performance metrics at each reporting date. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan The Company has a 401(k) plan (the “401(k) Plan”) covering all eligible employees. The 401(k) Plan allows for a discretionary employer match. The Company incurred and expensed $2.5 million, $2.9 million, and $2.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, in 401(k) Plan match contributions. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company continues 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 December 31, 2021 and changes during the year ended December 31, 2021, are presented below: Balance at December 31, 2020 Charges Payments Other Adjustments Balance at December 31, 2021 Employment termination costs $ 1,580 $ 5,189 $ (3,393) $ (129) $ 3,247 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income or (loss) from continuing operations before income taxes are as follows: Year Ended December 31, 2021 2020 2019 Domestic $ (49,337) $ (43,457) $ (104,445) Foreign 19,062 5,991 3,152 Total $ (30,275) $ (37,466) $ (101,293) The components of income tax (expense) benefit from continuing operations are as follows: Year Ended December 31, 2021 2020 2019 Current: Federal $ 6,852 $ 30,365 $ (208) State (78) 56 46 Foreign (1,257) (3,643) (2,048) Deferred: Federal 9 262 (28) State (70) (229) (17) Foreign 1,721 297 81 Income tax benefit (provision) $ 7,177 $ 27,108 $ (2,174) The Company recognized approximately $7.2 million and $27.1 million in related income tax benefit during the years ended December 31, 2021 and 2020, respectively. The effective tax rate was approximately 23.7% for the year ended December 31, 2021, which was higher than the U.S. federal statutory rate primarily due to the benefit of the CARES Act provision allowing for a 5 year carryback of Net Operating Losses arising in 2018, 2019 and 2020. This tax benefit was partially offset in our effective tax rate by unfavorable permanent book-tax differences. The Company’s effective tax rate was approximately 72.4% for the year ended December 31, 2020, which was higher than the U.S. statutory rate primarily due to the benefit of the CARES Act provision allowing for a 5 year carryback of Net Operating Losses arising in 2018, 2019 and 2020. Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2021, 2020 and 2019 are as follows: Year Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (0.4) % (0.5) % (0.8) % Effect of rates different than statutory 2.3 % (2.1) % (4.3) % Minority interest (0.1) % 0.2 % 0.2 % Non-deductible Bad Debt — % (2.9) % — % Stock based compensation (5.1) % (6.1) % (2.5) % Foreign Basis Differences 6.3 % 9.8 % — % Regulatory matters (8.7) % — % — % Other permanent differences (2.5) % (0.9) % (0.3) % Research and development credit 0.9 % 6.5 % 0.5 % Change in valuation allowance 7.7 % (3.2) % 6.7 % Uncertain tax positions (4.3) % (0.7) % 0.6 % Other (0.3) % 1.1 % (1.2) % Investment in JV — % — % (1.7) % Global Intangible Low-Taxed Income (8.5) % 3.9 % (3.3) % Base Erosion Anti-Abuse Tax and Related Elections — % 0.9 % (17.0) % NOL Carryback and Other Refund Claims 15.4 % 45.4 % — % Effective tax rate 23.7 % 72.4 % (2.1) % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Accrued liabilities $ 1,290 $ 1,660 Deferred revenue 3,057 5,410 Bad debts reserve 2,270 2,248 Deferred compensation 6,236 6,816 Federal net operating loss carry forwards 13,419 8,876 State net operating loss carry forwards 9,332 7,415 Foreign net operating loss carry forwards 9,001 10,036 Lease Obligations 8,262 10,142 Capital loss carry forward 6,120 10,365 Intangible assets 6,100 6,153 Basis difference 6,268 6,256 Credits 9,720 9,720 Fixed Assets 1,281 1,249 Interest Limitation 1,232 — Other 97 26 Total deferred tax assets $ 83,685 $ 86,372 Deferred tax liabilities: Basis difference $ (2,621) $ (1,555) Depreciation and amortization (2,109) (5,171) Prepaids (604) — Lease Assets (4,978) (6,121) Other (492) (439) Total deferred tax liabilities (10,804) (13,286) Less: valuation allowance (73,441) (74,961) Net deferred income tax (liabilities) assets $ (560) $ (1,875) As of December 31, 2021, the Company has federal and state income tax net operating loss (“NOL”) carryforwards of $63.9 million and $149.4 million, respectively, including NOL carryforwards which will expire at various dates from 2022 through 2040, and NOL carryforwards which do not expire. The Company also has foreign NOL carryforwards in various jurisdictions of $91.8 million that have various carryforward periods. Such NOL carryforwards expire as follows: Year NOL carryforward 2022 $ 2,222 2023 2,857 2024 - 2039 184,107 Indefinite 115,875 Total $ 305,061 In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporates assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. The foreign NOL carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The NOLs for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. The Company continues to evaluate the ability to realize all of its net deferred tax assets at each reporting date and records a benefit for deferred tax assets to the extent it has deferred tax liabilities that provide a source of income to benefit the deferred tax asset. As a result of this analysis, the Company recorded a valuation allowance against the net deferred tax assets of certain foreign jurisdictions as the realization of these assets is not more likely than not, given uncertainty of future earnings in these jurisdictions. The valuation allowance de creased by $1.5 million and increased by $1.6 million during the years ended December 31, 2021 and December 31, 2020, respectively. The decrease in tax year ended December 31, 2021 is primarily related to a decrease in deferred tax assets including deferred revenue, partially offset by a decrease in deferred tax liabilities primarily associated with intangible assets during the period. The increase in tax year ended December 31, 2020 was primarily related to NOL and tax credits generated during the period and a decrease in deferred tax liabilities, partially offset by decreases in other deferred tax assets due to current year activity. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2021, the Company’s tax years for 2017 through 2020 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2021, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2016. Due to the amended returns filed to carryback NOLs under the CARES Act, U.S. federal tax returns for years 2013 – 2016 remain subject to future examination by the tax authorities. Additionally, to the extent we utilize our NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities in the future period when the attribute is utilized. During 2021 the Internal Revenue Service commenced an audit of certain of the Company’s prior year U.S. federal income tax filings, including the 2015 through 2020 tax years. The Company does not believe that the results of this audit will have a material effect on its financial position or results of operations. In 2017, the TCJA included a transition tax based on undistributed, untaxed foreign earnings analyzed in aggregate. The final analysis performed by the Company resulted in an overall untaxed deficit and no transition tax. In addition, no income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Should the Company decide to repatriate the foreign earnings, it would need to adjust its income tax provision in the period it determined that the earnings will no longer be indefinitely invested outside the United States. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. 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 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. On March 11, 2021 the American Rescue Plan Act ("ARPA") was signed into law which is aimed at addressing the continuing economic and health impacts of the COVID-19 pandemic. This legislation relief, along with the previous governmental relief packages provide for numerous changes to current tax law. ARPA does not materially impact the Company’s financial statements in the year ending December 31, 2021. A reconciliation of the amounts of unrecognized tax benefits excluding interest, are as follows: Unrecognized tax benefits Balance at December 31, 2018 $ 3,972 Decrease related to Lapse of Statute of Limitations (703) Balance at December 31, 2019 3,269 Decrease related to Lapse of Statute of Limitations (262) Increase for tax positions of current period 276 Balance at December 31, 2020 3,283 Decrease related to Lapse of Statute of Limitations (827) Increase for tax positions of current period 2,058 Balance at December 31, 2021 $ 4,514 Included in the balance of unrecognized tax benefits as of the years ended December 31, 2021 and 2020, are $3.9 million and $2.7 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The liability for unrecognized tax benefits excludes accrued interest of $0.4 million, $0.3 million and $0.3 million, for the years ended December 31, 2021, 2020 and 2019, respectively. The Company believes that it is reasonably possible that approximately $1.0 million of its currently unrecognized tax benefits primarily related to research and development credits and uncertain tax benefits in non-U.S. jurisdictions, which are individually insignificant, may be recognized by the end of 2022 as a result of a lapse of the statute of limitations. |
Earnings per Common Share (EPS)
Earnings per Common Share (EPS) | 12 Months Ended |
Dec. 31, 2021 | |
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 operations. Twelve Months Ended December 31, 2021 2020 2019 Numerator - Basic: Net loss from operations $ (23,098) $ (10,358) $ (103,467) Net income (loss) attributable to redeemable noncontrolling interests 156 (344) (1,126) Preferred stock dividend (35,509) (37,981) (32,134) Net loss attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Numerator - Diluted: Net loss from operations attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Net loss attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Denominator: Weighted average common shares outstanding — basic 64,734 41,950 40,694 Earnings (loss) per share: Basic $ (0.90) $ (1.16) $ (3.36) Diluted $ (0.90) $ (1.16) $ (3.36) Anti-dilutive stock options excluded — — — |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Non-cancelable agreements The Company has various non-cancelable arrangements such as services for hosting, support, and software that expire at various dates, with the latest expiration in 2025. Aggregate annual future minimum payments under non-cancelable agreements as of December 31, 2021 are as follows: Year Non-cancelable agreements 2022 $ 26,028 2023 16,276 2024 13,313 2025 and thereafter 9,699 Total $ 65,316 |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters In the ordinary course of business, the Company is regularly subject to various claims, suits, regulatory inquiries and investigations. The Company records a liability for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable, and the loss can be reasonably estimated. Management has also identified certain other legal matters where they believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. 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 United States District Court for the District of New Jersey (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. The plaintiff seeks unspecified damages, fees, interest, and costs. On October 4, 2019, the defendants moved to dismiss the second amended complaint in its entirety. On May 29, 2020, the Court granted in part and denied in part defendants’ motion to dismiss the second amended complaint, without prejudice. Plaintiff filed its motion for class certification on October 30, 2020. On September 15, 2017, October 24, 2017, October 27, 2017 and October 30, 2017, Company shareholders filed derivative lawsuits against certain of the Company’s current and former 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 duties and unjust enrichment. The amended complaint’s allegations relate to substantially the same facts as those underlying the Securities Law Action described above. On April 30, 2021, the Court dismissed Plaintiff’s amended complaint in its entirety. Plaintiff filed a notice of appeal on May 28, 2021. 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 (the “Delaware Litigation”). 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 pending motion to dismiss in the Derivative Suits. On June 11, 2020 and June 12, 2020, Company shareholders filed derivative lawsuits against certain of the Company’s current and former 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” and together with the Delaware Litigation and the Derivative Suits, the “Derivative Actions”). The Demand Refused Derivative Complaints allege claims related to breaches of fiduciary duty, unjust enrichment, and alleged violations of securities laws. The complainants’ 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. Plaintiffs seek unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. On October 20, 2020, the Court consolidated the actions and appointed co-lead plaintiffs. On December 4, 2020, co-lead plaintiffs filed a consolidated amended complaint. On February 3, 2021, the defendants filed motions to dismiss the amended complaint. On May 7, 2021, a mediation took place concerning the Securities Law Action and the Derivative Actions. On August 19, 2021, the parties to the Securities Law Action entered into a stipulation of settlement. The Court preliminarily approved the proposed settlement in the Securities Law Action on August 25, 2021, and approved final settlement at the hearing on December 8, 2021. On September 9, 2021, the parties to the Derivative Actions entered into a stipulation of settlement. The Court preliminarily approved the proposed settlement in the Derivative Actions on September 14, 2021, and approved the final settlement on December 13, 2021. The Securities Law Action and the Derivative Actions did not have a material adverse effect on the Company’s financial position, prospects, or results of operations as the settlements were within insurance policy limits. The Securities Law Action and the Derivative Actions have been dismissed in all venues and the settlements have been funded. In the third quarter of 2017, the SEC and Department of Justice initiated investigations in connection with the June 2017 Announcement and certain transactions that the Company restated in the third quarter of 2018. The Company has received subpoenas, produced documents, and provided additional information to the government in connection with those investigations. On June 22, 2021, the Securities and Exchange Commission (“SEC”) staff verbally notified the Company that the staff has made a preliminary determination to recommend that the SEC initiate an enforcement action against the Company. This is in connection with certain financial transactions that the Company effected in 2015 and 2016 and its disclosure of and accounting for such transactions, which the Company restated in the third quarter of 2018 in its restated annual and quarterly financial statements for 2015 and 2016. That restatement followed the Company’s announcement, on June 13, 2017 (the “June 2017 Announcement”), that certain of its prior financial statements would need to be restated. Certain individuals, including certain former members of Synchronoss’ management team, received similar notifications. The Company remains in discussions with the SEC staff regarding the prospect of resolving this matter through settlement. If the Company is unable to resolve this matter through settlement then it would expect to receive a “Wells notice” from the SEC staff in connection with this matter. Although a Wells notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law, it is a formal notice that the SEC intends to bring an enforcement action against the recipient. Upon receipt of a Wells notice, the recipient has the opportunity to respond to the SEC staff’s position before any formal enforcement action is taken. Due to the inherent uncertainties of government investigations, the Company cannot predict the outcome of these government investigations or the SEC staff’s preliminary determination at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position, prospects, or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Divestiture of DXP and Activation Solutions On March 7, 2022, Synchronoss and iQmetrix Global Ltd. (“iQmetrix ”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which Synchronoss has agreed to sell its Digital Experience Platform and activation solutions (the “DXP Business”) to iQmetrix (the “Transaction”) for up to a total purchase price of $14,000,000, and iQmetrix has agreed to assume liabilities of the DXP Business. The purchase price is payable as follows: (i) $10,500,000 on the closing date of the Transaction (the “Closing Date”), (ii) $500,000 deposited into an escrow account on the Closing Date, (iii) $1,000,000 paid twelve (12) months from the Closing Date, and (iv) $2,000,000 that may be payable as an earn-out, consisting of up to $1,000,000 payable after one (1) year from the Closing Date and up to $1,000,000 payable after two (2) years from the Closing Date, in each case if specified revenue targets are satisfied. |
Additional Financial Informatio
Additional Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Additional Financial Information | Additional Financial Information Other income (expense) The following table sets forth the components of Other income (expense) included in the Consolidated Statements of Operations: Twelve Months Ended December 31, 2021 2020 2019 FX gains (losses) 1 $ (5,810) $ 4,234 $ 31 Government refunds 2 450 1,597 1,039 Income from sale of intangible assets 3 550 3,477 5,518 Others 4 (67) 227 801 $ (4,877) $ 9,535 $ 7,389 ________________________________ 1 Fair value of foreign exchange gains and losses 2 Represents government and tax refunds 3 Represents gain on sale on the Company’s IP addresses and patents 4 Represents an aggregate of individually immaterial transactions |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS December 31, 2021, 2020, 2019 Beginning Balance Additions Reductions Ending Balance (In thousands) Allowance for credit losses: 2021 $ 543 $ 650 $ (715) $ 478 2020 $ 1,864 $ 897 $ (2,218) $ 543 2019 $ 4,599 $ 6,045 $ (8,780) $ 1,864 Beginning Balance Additions Reductions Ending Balance (In thousands) Valuation allowance for deferred tax assets: 2021 $ 74,961 $ 3,306 $ (4,826) $ 73,441 2020 $ 73,346 $ 7,402 $ (5,787) $ 74,961 2019 $ 81,064 $ 3,843 $ (11,561) $ 73,346 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and ConsolidationThe 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. |
Risks and Uncertainties | Risks and Uncertainties There continue to be 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 year ended December 31, 2021, 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 | Recently Issued Accounting Standards Recent accounting pronouncements 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. We adopted this standard on January 1, 2021. The Company evaluated these changes and concluded that they did not have any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021 Standards issued not yet adopted Standard Description Effect on the financial statements ASU 2021-04 Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-05 Leases (Topic 842). Lessors—Certain Leases with Variable Lease Payments The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. FASB amends lessor classification guidance to prevent selling losses on leases with variable payments. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-08 Business Combinations (Topic 805). Accounting for Contract Assets and Contract Liabilities The amendments in this Update primarily address the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. However, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. Subscription and Transaction revenues consist of revenues derived from the processing of transactions through the Company’s service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. The Company generates revenue from Subscription services from monthly active user fees, software as a service (“SaaS”) fees, hosting and storage fees, and fees for the related maintenance support for those services. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage, under Topic 606 Section 10-25-14(b). When the Company does not allocate variable consideration to distinct periods of service, the total estimated transaction price is recognized ratably over the term of the contract, where the level of service provided to the customer does not vary significantly from one period to another. Transaction service arrangements include services such as processing equipment orders, new account setup and activation, number port requests, credit checks and inventory management. Transaction revenues are principally based on a contractual price per transaction and are recognized based on the number of transactions processed during each reporting period. Revenues are recorded based on the total number of transactions processed at the applicable price established in the relevant contract. Many of the Company’s contracts guarantee minimum volume transactions from the customer. In these instances, if the customer’s total estimated transaction volume for the period is expected to be less than the contractual amount, the Company records revenues at the minimum guaranteed amount on a straight line based over the period covered by the minimum. Setup fees for transactional service arrangements are deferred until set up activities are completed and recognized on a straight‑line basis over remaining expected customer relationship period. Revenues are presented net of discounts, which are volume level driven. In accordance with Topic 606 Section 10-50-20, any credits due to customers, which are generally performance driven and based upon system availability or response times to incidents, are determined and accounted for in the period in which the services are provided. The Company recognizes revenues from support and maintenance performance obligations over the service delivery period. The Company’s software licenses typically provide for a perpetual or term right to use the Company’s software. The Company has concluded that in most cases its software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered to the customer. Contracts that include software customization or specified upgrades may result in the combination of the customization services with the software license as one performance obligation. The Company does not have a history of returns, or refunds of is software licenses, however, in limited instances, the Company may constrain consideration to high-risk customers, until collection is resolved. The Company’s professional services include software development and customization. The contracts generally include project deliverables specified by each customer. The performance obligations in the agreements are generally combined into one deliverable and generally result in the transfer of control over time. The underlying deliverable is owned and controlled by the customer and does not create an asset with an alternative use to us. The Company recognizes revenue on fixed fee contracts on the proportion of labor hours expended to the total hours expected to complete the contract performance obligation. Most of the Company’s contracts with customers contain multiple performance obligations which generally include either 1) a perpetual software license with support and maintenance and sometimes a hosting agreement or 2) a term SaaS agreement, frequently sold along with professional services. For these contracts, the Company accounts for individual goods and services separately if they are distinct performance obligations. This often requires significant judgment based upon knowledge of the products, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation when the customer doesn’t have the ability to take possession of the underlying software license. The Company may also sell the same three goods and services in a contract, but there may be three performance obligations, where the customer has the right to take possession of the software license without significant penalty. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company estimates standalone selling prices of software based on observable inputs of past transactions to similarly situated customers. When such observable data is not available for certain software licenses because there is a limited number of transactions or prices are highly variable, the Company will estimate the standalone selling price using the residual approach. Standalone selling prices of services are typically determined based on observable transactions when these services are sold on a standalone basis to similarly situated customers or estimated using a cost-plus margin approach. Estimating the transaction price of variable consideration including the variable quantity subscription or transaction contracts in a multiple performance obligation arrangement requires significant judgment. The Company generally estimates this variable consideration at the most likely amount to which the Company expects to be entitled and in certain cases based on the expected value. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company reviews and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Software License Software License Upon shipment or made available for download (point in time) Within 90 days of delivery Observable transactions or residual approach when prices are highly variable or uncertain Software License with significant customization Over the performance of the customization and installation of the software (over time) Within 90 days of services Residual approach Hosting Services As hosting services are provided (over time) Within 90 days of services Estimated using a cost-plus margin approach Professional Services Consulting As work is performed (over time) Within 90 days of services Observable transactions Customization SaaS: Over the remaining term of the SaaS agreement License: Over the performance of the customization and installation of the software (over time) Within 90 days of services Observable transactions Transaction Services As transaction is processed (over time) Within 90 days of transaction Observable transactions Subscription Services Customer Support Ratably over the course of the support contract Within 90 days of the start of the contract period Observable transactions SaaS Over the course of the SaaS service once the system is available for use Within 90 days of services Estimated using a cost-plus margin approach Deferred Revenue Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered, and also include the fair value of deferred revenues recorded as a result of acquisitions. Service Level Standards Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2021, 2020 and 2019, respectively. |
Cost of Revenues | Cost of Revenues Cost of services includes all direct materials, direct labor and those indirect costs related to revenues such as indirect labor, materials and supplies and facilities cost, exclusive of depreciation expense. |
Research and Development | Research and Development Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, and employee compensation and related expenses of personnel directly associated with the development activities. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients. Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two |
Research and Development | Research and Development Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, and employee compensation and related expenses of personnel directly associated with the development activities. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients. Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at several major financial institutions. The Company believes that concentration of credit risk with respect to accounts receivable is limited because of the creditworthiness of its major customers. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents. |
Accounts Receivable | Accounts ReceivableAccounts receivable include current notes, amounts billed to customers, claims, and unbilled revenue, which consists of amounts recognized as sales but not yet billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year. |
Allowance for Credit Losses | Allowance for Credit Losses The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Customers are pooled based on sharing specific risk factors, including geographic location. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. |
Fair Value of Financial Instruments and Liabilities | Fair Value of Financial Instruments and Liabilities The Company includes disclosures of fair value information about financial instruments and liabilities, whether or not recognized on the Consolidated Balance Sheets, for which it is practicable to estimate that value. Due to their short-term nature, the carrying amounts reported in the financial statements approximate the fair value for cash and cash equivalents, marketable securities, accounts receivable and accounts payable. 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. |
Property and Equipment | Property and Equipment Property and equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years, or the lesser of the related initial term of the lease or useful life for leasehold improvements. Amortization of property and equipment recorded under a capital lease is included with depreciation expense. Expenditures for routine maintenance and repairs are charged against operations, while major replacements, improvements and additions are capitalized. |
Noncontrolling Interests and Mandatorily Redeemable Financial Instruments | Noncontrolling Interests and Mandatorily Redeemable Financial Instruments Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity. Generally, mandatorily redeemable NCIs are classified as liabilities and non-mandatorily redeemable NCIs are classified outside of stockholders’ equity in the Consolidated Balance Sheets as temporary equity under the caption, redeemable noncontrolling interests, and are measured at their redemption values at the end of each period. If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value. Redeemable NCIs that are mandatorily redeemable are classified as a liability in the Consolidated Balance Sheets under either other current liabilities or other long-term liabilities, depending on the remaining duration until settlement, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date with any change from the prior period recognized as interest expense. If the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, the Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount. Net income attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCI is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company. |
Investments in Affiliates and Other Entities | Investments in Affiliates and Other Entities In the normal course of business, Synchronoss enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Synchronoss in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. Synchronoss determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Synchronoss is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Synchronoss is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported. If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determine that other equity holders do not have substantive participating rights. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually in the fourth quarter or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has one operating segment and one reportable segment because the aggregation criteria and the quantitative threshold test was met. The Company tests for goodwill impairment on each of its reporting units, which is at the operating segment or one level below the operating segment. During the Company’s qualitative assessment, the Company makes significant estimates, assumptions, and judgments, around the financial performance of the Company, changes in share price, and forecasts of earnings, working capital requirements, and cash flows. The Company considers each reporting unit's historical results and operating trends as well as any strategic difference from the Company’s historical results when determining these assumptions. The Company can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or the Company can directly perform the quantitative impairment test. If the Company determines that the fair value of a reporting unit is more likely than not to be less than its carrying amount, a quantitative impairment test is performed. Fair value estimates used in the quantitative impairment test are calculated using a combination of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The fair value measurement associated with the quantitative goodwill impairment test is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value goodwill could significantly increase or decrease the fair value estimates used for impairment assessments. In order to assess the reasonableness of the estimated fair value of the Company’s reporting unit, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets A review of long-lived assets for impairment is performed when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to the asset’s carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the amount by which the asset’s carrying amount exceeds its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value long lived assets could significantly increase or decrease the fair value estimates used for impairment assessments. Long lived assets that do not have indefinite lives are amortized/depreciated over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reevaluates the useful life determinations each year to determine whether events and circumstances warrant a revision to the remaining useful lives. |
Leases | Leases The Company adopted Accounting Standards Codification Topic 842, Leases (ASC 842) on January 1, 2019. ASC 842 applies to a number of arrangements to which the Company is party whereby the Company acts as a lessee. Whenever the Company enters into a new arrangement, it must determine, at the inception date, whether the arrangement contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. If a lease exists, the Company must then determine the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected to not separate lease and non-lease components. Each lease component is accounted for separately from other lease components, but together with the associated non-lease components. For each lease, the Company must then determine: • The lease term - The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise or that are controlled by the lessor and (ii) termination options the Company is reasonably certain not to exercise. • The present value of lease payments is calculated based on: – Lease payments - Lease payments include certain fixed and variable payments, less lease incentives, together with amounts probable of being owed by the Company under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement. Lease payments exclude consideration that is: (i) not related to the transfer of goods and services to the Company and (ii) allocated to the non-lease components in a lease arrangement, except for the classes of assets where the Company has elected to not separate lease and non-lease components. – Discount rate - The discount rate must be determined based on information available to the Company upon the commencement of a lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company's leases is generally not readily determinable, the Company generally uses the hypothetical incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. • Lease classification - In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee's and lessor's rights, obligations and economic incentives over the term of the lease. Generally, upon the commencement of a lease, the Company will record a lease liability and a right-of-use (ROU) asset. However, the Company has elected, for certain classes of underlying assets with initial lease terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs and (ii) lease payments made, net of lease incentives received, prior to lease commencement. Over the lease term, the Company generally increases its lease liabilities using the effective interest method and decreases its lease liabilities for lease payments made. The Company generally amortizes its ROU assets over the shorter of the estimated useful life or the lease term and assesses its ROU assets for impairment, similar to other long-lived assets. For finance leases, amortization expense and interest expense are recognized separately in the Consolidated Statements of Operations, with amortization expense generally recorded on a straight-line basis and interest expense recorded using the effective interest method. For operating leases, a single lease cost is generally recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Lease costs for short-term leases not recognized in the Consolidated Balance Sheets are recognized in the Consolidated Statements of Operations and are expensed as incurred. Variable lease costs not initially included in the lease liability and ROU asset impairment charges are expensed as incurred. |
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 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. Since we conduct operations on a global basis, our effective tax rate has and will depend upon the geographic distribution of our pre-tax earnings among locations with varying tax rates. We account for the effects of income taxes that result from our activities during the current and preceding years. Under this method, deferred income tax liabilities and assets are based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is recorded if it is “more likely than not” that a portion or all of a deferred tax asset will not be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. We recognize a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured by determining the amount that has a greater than 50 percent likelihood of being realized upon the settlement of the position. Components of the reserve are classified as current or a long-term liability in the Consolidated Balance Sheets based on when we expect each of the items to be settled. We record interest and penalties accrued in relation to uncertain tax benefits as a component of interest expense. While we believe we have identified all reasonably identifiable exposures and that the reserve we have established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause us to either materially increase or reduce the carrying amount of our tax reserves. In general, tax returns for the year 2017 and thereafter are subject to future examination by tax authorities. Additionally, to the extent we utilize our NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities in the future period when the attribute is utilized. Our policy has been to leave our cumulative unremitted foreign earnings invested indefinitely outside the United States, and we intend to continue this policy. Although distributions to the U.S. are generally not subject to U.S. federal taxes, the Company continues to assert permanent reinvestment of foreign earnings. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts. |
Foreign Currency | Foreign Currency The functional currency of non-U.S. entities is translated into U.S. dollars for balance sheet accounts using the month end rates in effect as of the balance sheet date and average exchange rate for revenue and expense accounts for each respective period. The translation adjustments are deferred as a separate component of stockholders’ equity within accumulated other comprehensive income. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Reporting on comprehensive income requires components of other comprehensive income, including unrealized gains or losses on available-for-sale securities, to be included as part of total comprehensive income. Comprehensive income is comprised of net income, translation adjustments and unrealized gains and losses on available-for-sale securities. The components of comprehensive income are included in the Consolidated Statements of Comprehensive Income (Loss). |
Basic and Diluted Net Income Attributable to Common Stockholders per Common Share | Basic and Diluted Net Income Attributable to Common Stockholders per Common Share Basic EPS is computed based upon the weighted average number of common shares outstanding for the year, excluding amounts associated with restricted shares. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the potential 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 potential dilutive effect of common stock includes stock options, convertible debt and unvested restricted stock. The dilutive effects of stock options and restricted stock awards are based on the treasury stock method. The dilutive effect of the assumed conversion of convertible debt is determined using the if-converted method. The after-tax effect of interest expense related to the convertible securities is added back to net income, and the convertible debt is assumed to have been converted into common shares at the beginning of the period. 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. |
Stock-based Compensation | Stock-Based Compensation As of December 31, 2021, the Company maintains eight stock-based compensation plans. The Company utilizes the Black-Scholes pricing model to determine the fair value of stock options on the dates of grant. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. The Company recognizes stock-based compensation over the requisite service period with an offsetting credit to additional paid-in capital. For the Company’s performance restricted stock awards and units, the Company estimates the number of shares the recipient is to receive by applying a probability of achieving the performance goals. The actual number of shares the recipient receives is determined at the end of the performance period based on the results achieved versus goals based on the performance targets, such as revenues and earnings before interest, tax, depreciation and amortization (“EBITDA”) after certain adjustments, and Total Shareholder Return (TSR). The compensation cost is recognized using straight line method over the requisite service period for each vesting tranche. Performance based stock awards are measured at the closing stock price on the grant date and are recognized straight line over the requisite service period. Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on historical information of the Company’s stock. The average expected life was |
Segment and Geographic Information | Segment and Geographic InformationThe Company’s chief operating decision‑maker is the Chief Executive Officer. The Company operates and offers various products in North America, Europe and Asia‑Pacific with the majority of the Company’s revenue and assets in the U.S. The Company assessed its current structure and operations and determined it has one reportable segment as the business is managed and assessed by the chief operating decision-maker based on the consolidated results of the organization. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impact of New Accounting Standard | Recent accounting pronouncements 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. We adopted this standard on January 1, 2021. The Company evaluated these changes and concluded that they did not have any material impact on the Company’s consolidated financial position or results of operations upon adoption. Date of adoption: January 1, 2021 Standards issued not yet adopted Standard Description Effect on the financial statements ASU 2021-04 Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-05 Leases (Topic 842). Lessors—Certain Leases with Variable Lease Payments The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. FASB amends lessor classification guidance to prevent selling losses on leases with variable payments. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. ASU 2021-08 Business Combinations (Topic 805). Accounting for Contract Assets and Contract Liabilities The amendments in this Update primarily address the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. However, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets. The Compan y continues to evaluate these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption. Planned date of adoption: January 1, 2022. |
Schedule of Typical Remaining Performance Obligations | The Company’s typical performance obligations include the following: Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Software License Software License Upon shipment or made available for download (point in time) Within 90 days of delivery Observable transactions or residual approach when prices are highly variable or uncertain Software License with significant customization Over the performance of the customization and installation of the software (over time) Within 90 days of services Residual approach Hosting Services As hosting services are provided (over time) Within 90 days of services Estimated using a cost-plus margin approach Professional Services Consulting As work is performed (over time) Within 90 days of services Observable transactions Customization SaaS: Over the remaining term of the SaaS agreement License: Over the performance of the customization and installation of the software (over time) Within 90 days of services Observable transactions Transaction Services As transaction is processed (over time) Within 90 days of transaction Observable transactions Subscription Services Customer Support Ratably over the course of the support contract Within 90 days of the start of the contract period Observable transactions SaaS Over the course of the SaaS service once the system is available for use Within 90 days of services Estimated using a cost-plus margin approach |
Schedule of Software Development Costs | The unamortized software development costs and amortization expense were as follows: Year ended December 31, 2021 2020 2019 Unamortized software development costs $ 33,152 $ 28,512 $ 22,240 Software development amortization expense $ 15,412 $ 10,843 $ 8,258 |
Schedule of Foreign Currency Gains (Losses) | Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense, within the Consolidated Statements of Operations and were as follows: Twelve Months Ended December 31, 2021 2020 2019 Net gain (loss) on foreign currency translations $ (5,810) $ 4,234 $ 31 |
Schedule of Revenue From External Customers and Long-lived assets, by Geographical Areas | Revenues by geography are based on the billing addresses of the Company’s customers. The following tables set forth revenues and property and equipment, net by geographic area: Year Ended December 31, 2021 2020 2019 Revenues: Domestic $ 225,433 $ 228,639 $ 232,183 Foreign 55,182 63,031 76,566 Total $ 280,615 $ 291,670 $ 308,749 Year Ended December 31, 2021 2020 Property and equipment, net: Domestic $ 4,115 $ 7,282 Foreign 2,864 4,450 Total PPE, net $ 6,979 $ 11,732 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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 TMT sector. Twelve Months Ended December 31, 2021 Twelve Months Ended December 31, 2020 Cloud Digital Messaging Total Cloud Digital Messaging Total Geography: Americas $ 158,283 $ 47,108 $ 20,042 $ 225,433 $ 155,287 $ 45,893 $ 27,459 $ 228,639 APAC 486 4,064 28,022 32,572 — 4,502 31,310 35,812 EMEA 7,213 3,284 12,113 22,610 6,888 5,687 14,644 27,219 Total $ 165,982 $ 54,456 $ 60,177 $ 280,615 $ 162,175 $ 56,082 $ 73,413 $ 291,670 Service Line: Professional Services $ 15,131 $ 9,244 $ 12,477 $ 36,852 $ 18,391 $ 13,512 $ 16,741 $ 48,644 Transaction Services 5,852 6,721 12 12,585 5,651 7,396 — 13,047 Subscription Services 142,636 35,770 44,765 223,171 138,133 32,831 43,873 214,837 License 2,363 2,721 2,923 8,007 — 2,343 12,799 15,142 Total $ 165,982 $ 54,456 $ 60,177 $ 280,615 $ 162,175 $ 56,082 $ 73,413 $ 291,670 |
Schedule of Significant Changes in the Contract Liabilities Balance | Significant changes in the contract liabilities balance (current and noncurrent) during the period are as follows: Contract Liabilities 1 Balance - January 1, 2021 $ 45,614 Revenue recognized in the period (279,269) Amounts billed but not recognized as revenue 256,571 Balance - December 31, 2021 $ 22,916 ________________________________ 1 Comprised of deferred revenue |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Schedule of Allowance For Credit Losses | The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: Allowance for credit losses Balance at December 31, 2020 $ 543 Current period change for expected credit losses (65) Balance at December 31, 2021 $ 478 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, 2021 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 31,504 $ 31,504 $ — $ — Total assets $ 31,504 $ 31,504 $ — $ — Temporary equity Redeemable noncontrolling interests 1 $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 December 31, 2020 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 33,671 $ 33,671 $ — $ — Total assets $ 33,671 $ 33,671 $ — $ — Temporary Equity Redeemable noncontrolling interests 1 $ 12,500 $ — $ — $ 12,500 Total temporary equity $ 12,500 $ — $ — $ 12,500 ________________________________ 1 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 year ended December 31, 2021 were as follows: Redeemable noncontrolling interests Balance at December 31, 2020 $ 12,500 Fair value adjustment 156 Net (income) loss attributable to redeemable noncontrolling interests (156) Balance at December 31, 2021 $ 12,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2021 2020 Computer hardware $ 179,684 $ 184,145 Computer software 52,061 52,135 Furniture and fixtures 5,613 8,951 Leasehold improvements 18,369 23,389 255,727 268,620 Less: Accumulated depreciation (248,748) (256,888) Total $ 6,979 $ 11,732 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table shows the adjustments to goodwill during 2021 and 2020: Goodwill Balance at December 31, 2019 $ 222,969 Translation adjustments 9,802 Balance at December 31, 2020 $ 232,771 Translation adjustments (8,194) Balance at December 31, 2021 $ 224,577 |
Schedule of Composition of Intangible Assets | The Company’s intangible assets consist of the following: December 31, 2021 Cost Accumulated Amortization Net Technology $ 101,938 $ (96,732) $ 5,206 Customer lists and relationships 125,115 (103,385) 21,730 Capitalized software and patents 82,910 (49,511) 33,399 Trade name 2,453 (2,453) — Total $ 312,416 $ (252,081) $ 60,335 December 31, 2020 Cost Accumulated Amortization Net Technology $ 105,642 $ (94,867) $ 10,775 Customer lists and relationships 131,500 (101,468) 30,032 Capitalized software and patents 63,268 (34,482) 28,786 Trade name 2,477 (2,477) — Total $ 302,887 $ (233,294) $ 69,593 |
Schedule of Estimated Annual Amortization Expense of Intangible Assets for the Next Five Years | Estimated future amortization expense of its intangible assets for the next five years is as follows: Year 2022 $ 23,930 2023 13,212 2024 6,720 2025 4,677 2026 1,098 Thereafter 123 Total 1 $ 49,760 ________________________________ 1 As of December 31, 2021, the Company had $10.6 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Expenses | Accrued expenses consist of the following: December 31, 2021 2020 Accrued compensation and benefits $ 29,773 $ 28,172 Accrued professional service fees 3,259 5,344 Accrued telecommunications and hosting 1,736 4,570 Accrued income taxes payable 1,844 3,227 Accrued preferred dividend 1,781 9,078 Accrued operating lease liabilities 7,491 10,078 Accrued third party tech services 4,277 3,322 Accrued other 11,755 5,535 Total $ 61,916 $ 69,326 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating Assets and Liabilities | The following table presents information about the Company's ROU assets and lease liabilities at December 31, 2021: ROU assets: Non-current operating lease ROU assets $ 26,399 Operating lease liabilities: Current operating lease liabilities 1 $ 7,491 Non-current operating lease liabilities 35,578 Total operating lease liabilities $ 43,069 ________________________________ 1 Amounts are included in Accrued Expenses on Consolidated Balance Sheets. |
Schedule of Components of Lease Expense and Weighted Average Lease Term and Rates | The following table presents information about lease expense and sublease income for the year ended December 31, 2021: Operating lease cost 1 $ 9,346 Other lease costs and income: Variable lease costs 1 2 670 Operating lease impairments/remeasurements 1,353 Sublease income 1 (3,166) Total net lease cost $ 8,203 ________________________________ 1 Amounts are included in Cost of revenues, Selling, general and administrative and/or Research and development based on the function that each underlying leased asset supports. This is reflected in the Consolidated Statements of Operations. 2 As part of the Company’s in year cost savings initiatives, the Company closed certain office spaces and terminated various lease agreements. These actions resulted in a $1.4 million ROU asset impairment charge, which was determined by the present value of the forecasted future cash flows for the remaining lease term. The following table provides the weighted-average remaining lease term and weighted-average discount rates for the Company’s leases as of December 31, 2021: Operating Leases: Weighted-average remaining lease term (years), weighted based on lease liability balances 5.94 Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments 8.2 % The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the year ended December 31, 2021: Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 13,244 Lease liabilities arising from obtaining right-of-use assets 137 |
Schedule of Maturities of Operating Lease Liabilities | The following table provides the undiscounted amount of future cash flows included in the Company’s lease liabilities at December 31, 2021 for each of the five years subsequent to December 31, 2021 and thereafter, as well as a reconciliation of such undiscounted cash flows to the Company’s lease liabilities at December 31, 2021: Operating Leases 2022 $ 10,558 2023 8,481 2024 8,325 2025 8,162 2026 7,988 Thereafter 10,515 Total future lease payments 54,029 Less: amount representing interest (10,960) Present value of future lease payments (lease liability) $ 43,069 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amounts | The carrying amounts of the Company’s borrowings were as follows: Senior Notes December 31, 2021 December 31, 2020 2021 Non-convertible 8.375% Senior Notes due 2026 $ 141,077 $ — Unamortized discount and debt issuance cost (7,973) — Carrying value of Senior Notes $ 133,104 $ — |
Schedule of Interest Expense | The following table summarizes the Company’s interest expense: Twelve Months Ended December 31, 2021 2020 2019 2021 Non-Convertible Senior Notes due 2026: Amortization of debt issuance costs $ 625 $ — $ — Interest on borrowings 5,458 — — Amortization of debt discount 9 — — 2014 Convertible Senior Notes due 2019: Amortization of debt issuance costs — — 285 Interest on borrowings — — 363 2019 Revolving Credit Facility : Amortization of debt issuance costs 84 52 8 Commitment fee — 4 5 Interest on borrowings 126 202 3 Other 118 218 691 Total $ 6,420 $ 476 $ 1,355 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) / Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, were as follows: Balance at December 31, 2020 Other comprehensive (loss) income Tax effect Balance at December 31, 2021 Foreign currency $ (26,076) $ (3,274) $ — $ (29,350) Unrealized loss on intra-entity foreign currency transactions (2,137) (1,984) 486 (3,635) Total $ (28,213) $ (5,258) $ 486 $ (32,985) Balance at December 31, 2019 Other comprehensive (loss) income Tax effect Balance at December 31, 2020 Foreign currency $ (28,204) $ 2,128 $ (26,076) Unrealized income (loss) on intra-entity foreign currency transactions (4,306) 3,130 (961) (2,137) Unrealized holding gains (losses) on marketable debt securities (751) 751 — — Total $ (33,261) $ 6,009 $ (961) $ (28,213) Balance at December 31, 2018 Other comprehensive (loss) income Tax effect Balance at December 31, 2019 Foreign currency $ (26,436) $ (1,768) $ — $ (28,204) Unrealized (loss) income on intra-entity foreign currency transactions (3,906) (579) 179 (4,306) Unrealized holding gains (losses) on marketable debt securities (41) (710) — (751) Total $ (30,383) $ (3,057) $ 179 $ (33,261) |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Series A and B Preferred Stock | A summary of the Company’s Series B Preferred Stock balance at December 31, 2021 and changes during the year ended December 31, 2021 , are presented below: Series B Preferred Stock Shares Amount Balance at December 31, 2020 — $ — Issuance of Series B preferred stock 75 75,000 Issuance costs related to preferred stock — (2,495) Balance at December 31, 2021 75 $ 72,505 A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at December 31, 2021 and changes during the y ear ended December 31, 2021, are presented below: Series A Preferred Stock Shares Amount Balance at December 31, 2020 250 $ 237,641 Amortization of preferred stock issuance costs — 12,791 Issuance of preferred PIK dividend 19 18,485 Payment of preferred dividend — 9,748 Redemption of Series A preferred shares (269) (278,665) Balance at December 31, 2021 — $ — |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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: Twelve Months Ended December 31, 2021 2020 2019 Cost of revenues $ 1,593 $ 2,409 $ 2,929 Research and development 2,862 4,380 4,227 Selling, general and administrative 4,850 4,348 15,094 Total stock-based compensation expense $ 9,305 $ 11,137 $ 22,250 The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by award types, as follows: Twelve Months Ended December 31, 2021 2020 2019 Stock options $ 3,748 $ 1,308 $ 7,348 Restricted stock awards 5,364 9,743 14,775 Performance Based Cash Units 193 86 127 Total stock-based compensation before taxes 9,305 11,137 22,250 Tax benefit $ 1,750 $ 1,815 $ 3,455 |
Schedule of Fair Value Assumptions | The weighted-average assumptions used in the Black-Scholes option pricing model are as follows: Twelve Months Ended December 31, 2021 2020 2019 Expected stock price volatility 82.3 % 74.5 % 69.6 % Risk-free interest rate 0.7 % 1.0 % 1.9 % Expected life of options (in years) 4.23 4.47 4.34 Expected dividend yield 0.0 % 0.0 % 0.0 % Weighted-average fair value (PSV) of the options $ 1.83 $ 2.79 $ 3.82 |
Schedule of Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding as of December 31, 2021: Options Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 4,423 $ 9.60 Options Granted 2,209 3.01 Options Exercised — — Options Cancelled (1,917) 9.55 Outstanding at December 31, 2021 4,715 $ 6.53 5.11 $ 6 Vested and exercisable at December 31, 2021 1,404 $ 12.86 3.36 $ — |
Schedule of Unvested Restricted Stock and Performance Shares Activity | A summary of the Company’s unvested restricted stock at December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Unvested Restricted Stock Number of Weighted- Average Unvested at December 31, 2020 1,510 $ 7.05 Granted 2,404 3.01 Vested (888) 7.48 Forfeited (452) 4.23 Unvested at December 31, 2021 2,574 $ 3.57 A summary of the Company’s unvested performance-based cash units at December 31, 2021 and changes during the year ended December 31, 2021, is presented below: Unvested Cash Units Number of Period end Unvested at December 31, 2020 907 $ 4.70 Granted 2,078 Granted adjustment 1 (307) Vested (30) Forfeited (652) Unvested at December 31, 2021 1,996 $ 2.44 ________________________________ 1 Includes changes in the unvested units due to performance adjustments |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of the Restructuring Accrual and Changes | A summary of the Company’s restructuring accrual at December 31, 2021 and changes during the year ended December 31, 2021, are presented below: Balance at December 31, 2020 Charges Payments Other Adjustments Balance at December 31, 2021 Employment termination costs $ 1,580 $ 5,189 $ (3,393) $ (129) $ 3,247 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income before Income Taxes | The components of income or (loss) from continuing operations before income taxes are as follows: Year Ended December 31, 2021 2020 2019 Domestic $ (49,337) $ (43,457) $ (104,445) Foreign 19,062 5,991 3,152 Total $ (30,275) $ (37,466) $ (101,293) |
Schedule of Components of Income Tax (Expense) Benefit | The components of income tax (expense) benefit from continuing operations are as follows: Year Ended December 31, 2021 2020 2019 Current: Federal $ 6,852 $ 30,365 $ (208) State (78) 56 46 Foreign (1,257) (3,643) (2,048) Deferred: Federal 9 262 (28) State (70) (229) (17) Foreign 1,721 297 81 Income tax benefit (provision) $ 7,177 $ 27,108 $ (2,174) |
Schedule of Reconciliations of the Statutory Tax Rates and the Effective Tax Rates | Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2021, 2020 and 2019 are as follows: Year Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (0.4) % (0.5) % (0.8) % Effect of rates different than statutory 2.3 % (2.1) % (4.3) % Minority interest (0.1) % 0.2 % 0.2 % Non-deductible Bad Debt — % (2.9) % — % Stock based compensation (5.1) % (6.1) % (2.5) % Foreign Basis Differences 6.3 % 9.8 % — % Regulatory matters (8.7) % — % — % Other permanent differences (2.5) % (0.9) % (0.3) % Research and development credit 0.9 % 6.5 % 0.5 % Change in valuation allowance 7.7 % (3.2) % 6.7 % Uncertain tax positions (4.3) % (0.7) % 0.6 % Other (0.3) % 1.1 % (1.2) % Investment in JV — % — % (1.7) % Global Intangible Low-Taxed Income (8.5) % 3.9 % (3.3) % Base Erosion Anti-Abuse Tax and Related Elections — % 0.9 % (17.0) % NOL Carryback and Other Refund Claims 15.4 % 45.4 % — % Effective tax rate 23.7 % 72.4 % (2.1) % |
Schedule of Significant Components of the Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Accrued liabilities $ 1,290 $ 1,660 Deferred revenue 3,057 5,410 Bad debts reserve 2,270 2,248 Deferred compensation 6,236 6,816 Federal net operating loss carry forwards 13,419 8,876 State net operating loss carry forwards 9,332 7,415 Foreign net operating loss carry forwards 9,001 10,036 Lease Obligations 8,262 10,142 Capital loss carry forward 6,120 10,365 Intangible assets 6,100 6,153 Basis difference 6,268 6,256 Credits 9,720 9,720 Fixed Assets 1,281 1,249 Interest Limitation 1,232 — Other 97 26 Total deferred tax assets $ 83,685 $ 86,372 Deferred tax liabilities: Basis difference $ (2,621) $ (1,555) Depreciation and amortization (2,109) (5,171) Prepaids (604) — Lease Assets (4,978) (6,121) Other (492) (439) Total deferred tax liabilities (10,804) (13,286) Less: valuation allowance (73,441) (74,961) Net deferred income tax (liabilities) assets $ (560) $ (1,875) |
Schedule of Net Operating Loss Carryforwards | Such NOL carryforwards expire as follows: Year NOL carryforward 2022 $ 2,222 2023 2,857 2024 - 2039 184,107 Indefinite 115,875 Total $ 305,061 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the amounts of unrecognized tax benefits excluding interest, are as follows: Unrecognized tax benefits Balance at December 31, 2018 $ 3,972 Decrease related to Lapse of Statute of Limitations (703) Balance at December 31, 2019 3,269 Decrease related to Lapse of Statute of Limitations (262) Increase for tax positions of current period 276 Balance at December 31, 2020 3,283 Decrease related to Lapse of Statute of Limitations (827) Increase for tax positions of current period 2,058 Balance at December 31, 2021 $ 4,514 |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 operations. Twelve Months Ended December 31, 2021 2020 2019 Numerator - Basic: Net loss from operations $ (23,098) $ (10,358) $ (103,467) Net income (loss) attributable to redeemable noncontrolling interests 156 (344) (1,126) Preferred stock dividend (35,509) (37,981) (32,134) Net loss attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Numerator - Diluted: Net loss from operations attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Net loss attributable to Synchronoss $ (58,451) $ (48,683) $ (136,727) Denominator: Weighted average common shares outstanding — basic 64,734 41,950 40,694 Earnings (loss) per share: Basic $ (0.90) $ (1.16) $ (3.36) Diluted $ (0.90) $ (1.16) $ (3.36) Anti-dilutive stock options excluded — — — |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Annual future Minimum Payments Under Non Cancelable Agreements | Aggregate annual future minimum payments under non-cancelable agreements as of December 31, 2021 are as follows: Year Non-cancelable agreements 2022 $ 26,028 2023 16,276 2024 13,313 2025 and thereafter 9,699 Total $ 65,316 |
Additional Financial Informat_2
Additional Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Components of Other Income (Expense), Net | The following table sets forth the components of Other income (expense) included in the Consolidated Statements of Operations: Twelve Months Ended December 31, 2021 2020 2019 FX gains (losses) 1 $ (5,810) $ 4,234 $ 31 Government refunds 2 450 1,597 1,039 Income from sale of intangible assets 3 550 3,477 5,518 Others 4 (67) 227 801 $ (4,877) $ 9,535 $ 7,389 ________________________________ 1 Fair value of foreign exchange gains and losses 2 Represents government and tax refunds 3 Represents gain on sale on the Company’s IP addresses and patents 4 Represents an aggregate of individually immaterial transactions |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Software Development Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Unamortized software development costs | $ 33,152,000 | $ 28,512,000 | $ 22,240,000 |
Software development amortization expense | 15,412,000 | 10,843,000 | 8,258,000 |
Software development impairment charges | 1,300,000 | 900,000 | 0 |
Intangible assets | |||
Software development impairment charges | $ 1,300,000 | $ 900,000 | $ 0 |
Software and Software Development Costs | Minimum | |||
Intangible assets | |||
Estimated economic life | 2 years | ||
Software and Software Development Costs | Maximum | |||
Intangible assets | |||
Estimated economic life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum | |||
Concentration Risk [Line Items] | |||
Customer contracts, term of contracts | 3 years | ||
Maximum | |||
Concentration Risk [Line Items] | |||
Customer contracts, term of contracts | 5 years | ||
Top Five Customers | Customer Concentration Risk | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 68.20% | 68.00% | 69.20% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Net gain (loss) on foreign currency translations | $ (5,810) | $ 4,234 | $ 31 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) $ in Millions | Dec. 31, 2021USD ($)compensation_plan | Dec. 31, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Unbilled receivables | $ | $ 4 | $ 3.4 |
Number of compensation plans | compensation_plan | 8 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Geographical Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 280,615 | $ 291,670 | $ 308,749 |
Property and equipment, net | 6,979 | 11,732 | |
Domestic | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 225,433 | 228,639 | 232,183 |
Property and equipment, net | 4,115 | 7,282 | |
Foreign | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 55,182 | 63,031 | $ 76,566 |
Property and equipment, net | $ 2,864 | $ 4,450 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 280,615 | $ 291,670 | $ 308,749 |
Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 36,852 | 48,644 | |
Transaction Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 12,585 | 13,047 | |
Subscription Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 223,171 | 214,837 | |
License | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 8,007 | 15,142 | |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 225,433 | 228,639 | |
APAC | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 32,572 | 35,812 | |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 22,610 | 27,219 | |
Cloud | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 165,982 | 162,175 | |
Cloud | Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 15,131 | 18,391 | |
Cloud | Transaction Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 5,852 | 5,651 | |
Cloud | Subscription Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 142,636 | 138,133 | |
Cloud | License | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2,363 | 0 | |
Cloud | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 158,283 | 155,287 | |
Cloud | APAC | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 486 | 0 | |
Cloud | EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 7,213 | 6,888 | |
Digital | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 54,456 | 56,082 | |
Digital | Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 9,244 | 13,512 | |
Digital | Transaction Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 6,721 | 7,396 | |
Digital | Subscription Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 35,770 | 32,831 | |
Digital | License | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2,721 | 2,343 | |
Digital | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 47,108 | 45,893 | |
Digital | APAC | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 4,064 | 4,502 | |
Digital | EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 3,284 | 5,687 | |
Messaging | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 60,177 | 73,413 | |
Messaging | Professional Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 12,477 | 16,741 | |
Messaging | Transaction Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 12 | 0 | |
Messaging | Subscription Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 44,765 | 43,873 | |
Messaging | License | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 2,923 | 12,799 | |
Messaging | Americas | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 20,042 | 27,459 | |
Messaging | APAC | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 28,022 | 31,310 | |
Messaging | EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 12,113 | $ 14,644 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract asset, balance | $ 9,000,000 | |
Contract Acquisition Costs | ||
Disaggregation of Revenue [Line Items] | ||
Impairment capitalized contract cost | 0 | |
Contract Fulfillment Costs | ||
Disaggregation of Revenue [Line Items] | ||
Capitalized contract cost | $ 1,500,000 | $ 100,000 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Contract asset, balance | $ 9,000 |
Changes In Contract Liabilities [Roll Forward] | |
Balance - January 1, 2021 | 45,614 |
Revenue recognized in the period | (279,269) |
Amounts billed but not recognized as revenue | 256,571 |
Balance - December 31, 2021 | $ 22,916 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 208.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, percent | 93.51% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Allowance for Credit Losses - N
Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | ||
Accounts receivable, net | $ 47,586 | $ 47,849 |
Allowance for credit loss | $ 500 |
Allowance for Credit Losses (De
Allowance for Credit Losses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 543 |
Current period change for expected credit losses | (65) |
Ending balance | $ 478 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 31,504 | $ 33,671 |
Total assets | 31,504 | 33,671 |
Temporary equity | ||
Redeemable noncontrolling interests | 12,500 | 12,500 |
Total temporary equity | 12,500 | 12,500 |
(Level 1) | ||
Assets | ||
Cash and cash equivalents | 31,504 | 33,671 |
Total assets | 31,504 | 33,671 |
Temporary equity | ||
Redeemable noncontrolling interests | 0 | 0 |
Total temporary equity | 0 | 0 |
(Level 2) | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Total assets | 0 | 0 |
Temporary equity | ||
Redeemable noncontrolling interests | 0 | 0 |
Total temporary equity | 0 | 0 |
(Level 3) | ||
Assets | ||
Cash and cash equivalents | 0 | 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 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests | |
Balance at December 31, 2020 | $ 12,500 |
Fair value adjustment | 156 |
Net (income) loss attributable to redeemable noncontrolling interests | (156) |
Balance at December 31, 2021 | $ 12,500 |
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 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Current period change for expected credit losses | $ (65,000) | ||||||
Reduction in revenue | (280,615,000) | $ (291,670,000) | $ (308,749,000) | ||||
Digital | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Reduction in revenue | (54,456,000) | $ (56,082,000) | |||||
Sequential Technology International L L C And A P Capital Holdings I I L L C | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Other assets fair value disclosure | $ 4,800,000 | ||||||
Sequential Technology International L L C And A P Capital Holdings I I L L C | Loans Payable | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Principal 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% | ||||||
STIN | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Current period change for expected credit losses | 1,600,000 | ||||||
Accretion of interest | $ 1,600,000 | ||||||
Sequential Technology International, LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Duration of services agreement | 3 years | ||||||
Consideration received | $ 1,600,000 | ||||||
STIN | Digital | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Reduction in revenue | $ 26,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 255,727 | $ 268,620 | |
Less: Accumulated depreciation | (248,748) | (256,888) | |
Total | 6,979 | 11,732 | |
Depreciation | 6,500 | 15,600 | $ 43,500 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 179,684 | 184,145 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 52,061 | 52,135 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 5,613 | 8,951 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 18,369 | $ 23,389 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Beginning balance | $ 232,771 | $ 222,969 |
Translation adjustments | (8,194) | 9,802 |
Ending balance | $ 224,577 | $ 232,771 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Amortization expense | 28,300,000 | 27,000,000 | 33,500,000 |
Impairment of intangible assets | $ 1,300,000 | $ 900,000 | $ 0 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets: | ||
Cost | $ 312,416 | $ 302,887 |
Accumulated Amortization | (252,081) | (233,294) |
Net | 60,335 | 69,593 |
Technology | ||
Intangible assets: | ||
Cost | 101,938 | 105,642 |
Accumulated Amortization | (96,732) | (94,867) |
Net | 5,206 | 10,775 |
Customer lists and relationships | ||
Intangible assets: | ||
Cost | 125,115 | 131,500 |
Accumulated Amortization | (103,385) | (101,468) |
Net | 21,730 | 30,032 |
Capitalized software and patents | ||
Intangible assets: | ||
Cost | 82,910 | 63,268 |
Accumulated Amortization | (49,511) | (34,482) |
Net | 33,399 | 28,786 |
Trade name | ||
Intangible assets: | ||
Cost | 2,453 | 2,477 |
Accumulated Amortization | (2,453) | (2,477) |
Net | $ 0 | $ 0 |
Goodwill and Intangibles - In_2
Goodwill and Intangibles - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated future amortization expense | |||
2022 | $ 23,930 | ||
2023 | 13,212 | ||
2024 | 6,720 | ||
2025 | 4,677 | ||
2026 | 1,098 | ||
Thereafter | 123 | ||
Total | 49,760 | ||
Intangible assets | |||
Unamortized software development costs | 33,152 | $ 28,512 | $ 22,240 |
Capitalized software costs | |||
Intangible assets | |||
Unamortized software development costs | $ 10,600 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 29,773 | $ 28,172 |
Accrued professional service fees | 3,259 | 5,344 |
Accrued telecommunications and hosting | 1,736 | 4,570 |
Accrued income taxes payable | 1,844 | 3,227 |
Accrued preferred dividend | $ 1,781 | $ 9,078 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total | Total |
Accrued operating lease liabilities | $ 7,491 | $ 10,078 |
Accrued third party tech services | 4,277 | 3,322 |
Accrued other | 11,755 | 5,535 |
Total | $ 61,916 | $ 69,326 |
Leases - ROU Assets and Lease L
Leases - ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ROU assets: | ||
Non-current operating lease ROU assets | $ 26,399 | |
Operating lease liabilities: | ||
Accrued operating lease liabilities | 7,491 | $ 10,078 |
Non-current operating lease liabilities | 35,578 | |
Total operating lease liabilities | $ 43,069 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses | Accrued expenses |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 9,346 | ||
Variable lease costs | 670 | ||
Operating lease impairments/remeasurements | 1,353 | ||
Sublease income | (3,166) | ||
Total net lease cost | 8,203 | ||
ROU asset impairment | $ 1,353 | $ 5,350 | $ 6,268 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 10,558 |
2023 | 8,481 |
2024 | 8,325 |
2025 | 8,162 |
2026 | 7,988 |
Thereafter | 10,515 |
Total future lease payments | 54,029 |
Less: amount representing interest | (10,960) |
Present value of future lease payments (lease liability) | $ 43,069 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Term and Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Weighted-average remaining lease term (years), weighted based on lease liability balances | 5 years 11 months 8 days |
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments | 8.20% |
Cash paid for amounts included in the measurement of lease liabilities | $ 13,244 |
Lease liabilities arising from obtaining right-of-use assets | $ 137 |
Debt - Offering of Senior Notes
Debt - Offering of Senior Notes (Details) - Senior Notes - 2021 Non-Convertible Senior Notes due 2026: - USD ($) | Oct. 25, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Principal amount | $ 18,000,000 | $ 120,000,000 | $ 16,100,000 |
Interest rate, as a percent | 8.375% | 8.375% | |
Par value (in dollars per share) | $ 25 | ||
Amount issued inclusive of underwriters' option to purchase | $ 125,000,000 | ||
Amount issued to underwriters | $ 5,000,000 | ||
Sales agent compensation, percentage | 2.00% | ||
Principal amount redeemed | 100.00% | ||
Percentage of debt holders demand full repayment on debt default amount | 25.00% | ||
Long-term debt fair value | $ 134,100,000 | ||
On or after June 30, 2022 and prior to June 30, 2023 | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price (in dollars per share) | $ 25.75 | ||
On or after June 30, 2023 and prior to June 30, 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price (in dollars per share) | 25.50 | ||
On or after June 30, 2024 and prior to June 30, 2025 | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price (in dollars per share) | $ 25.25 |
Debt - Carrying Amounts (Detail
Debt - Carrying Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 25, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Unamortized discount and debt issuance cost | $ (7,973) | $ 0 | |
Carrying value of Senior Notes | $ 133,104 | 0 | |
2021 Non-Convertible Senior Notes due 2026: | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, as a percent | 8.375% | 8.375% | |
2021 Non-convertible 8.375% Senior Notes due 2026 | $ 141,077 | $ 0 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - 2019 Notes | Aug. 12, 2014USD ($) |
Debt Instrument [Line Items] | |
Convertible senior notes | $ 230 |
Interest rate, as a percent | 0.75% |
Principal amount | $ 230,000,000 |
Debt issuance costs | $ 7,100,000 |
Debt - 2019 Revolving Credit Fa
Debt - 2019 Revolving Credit Facility (Details) - Revolving Credit Facility | Oct. 04, 2019USD ($) |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 10,000,000 |
Floor rate | 0.00% |
Federal Funds Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 0.50% |
LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.00% |
Debt - Carrying Amounts (Deta_2
Debt - Carrying Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 624 | $ 0 | $ 285 |
Amortization of debt discount | 9 | 0 | (34) |
Other | 118 | 218 | 691 |
Total | 6,420 | 476 | 1,355 |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | 84 | 52 | 8 |
Interest on borrowings | 126 | 202 | 3 |
Commitment fee | 0 | 4 | 5 |
2021 Non-Convertible Senior Notes due 2026: | Senior Notes | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | 625 | 0 | 0 |
Interest on borrowings | 5,458 | 0 | 0 |
Amortization of debt discount | 9 | 0 | 0 |
2014 Convertible Senior Notes due 2019: | Senior Notes | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | 0 | 0 | 285 |
Interest on borrowings | $ 0 | $ 0 | $ 363 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) / Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | $ 43,282 | $ 76,077 | $ 188,909 |
Other comprehensive (loss) income | (5,258) | 6,009 | (3,057) |
Tax effect | 486 | (961) | 179 |
Ending balance | 90,823 | 43,282 | 76,077 |
Accumulated Other Comprehensive Income (Loss) | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (28,213) | (33,261) | (30,383) |
Ending balance | (32,985) | (28,213) | (33,261) |
Foreign currency | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (26,076) | (28,204) | (26,436) |
Other comprehensive (loss) income | (3,274) | 2,128 | (1,768) |
Tax effect | 0 | 0 | |
Ending balance | (29,350) | (26,076) | (28,204) |
Unrealized loss on intra-entity foreign currency transactions | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | (2,137) | (4,306) | (3,906) |
Other comprehensive (loss) income | (1,984) | 3,130 | (579) |
Tax effect | 486 | (961) | 179 |
Ending balance | (3,635) | (2,137) | (4,306) |
Unrealized holding gains (losses) on marketable debt securities | |||
Changes in accumulated other comprehensive income (loss) | |||
Beginning balance | $ 0 | (751) | (41) |
Other comprehensive (loss) income | 751 | (710) | |
Tax effect | 0 | 0 | |
Ending balance | $ 0 | $ (751) |
Capital Structure - Additional
Capital Structure - Additional Information (Details) | Jan. 03, 2022USD ($) | Jun. 30, 2021USD ($)director$ / sharesshares | Jun. 29, 2021USD ($)$ / sharesshares | Feb. 15, 2018USD ($)$ / sharesshares | Feb. 04, 2016USD ($) | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Capital stock authorized (in shares) | 110,000,000 | 110,000,000 | |||||||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||||
Dividends | $ | $ 0 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Retirement of treasury stock (in shares) | 3,900,000 | ||||||||||
Treasury stock balance | $ | $ 0 | $ 82,087,000 | $ 0 | ||||||||
Number of elected class two directors | director | 1 | ||||||||||
Silver Private Holdings I, LLC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Consideration received on transaction | $ | $ 97,700,000 | ||||||||||
Number of shares repurchased under program (in shares) | 5,994,667 | 6,000,000 | |||||||||
Preferred stock, shares issued (in shares) | 185,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||
Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, ownership percentage | 5.00% | ||||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, ownership percentage | 10.00% | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of votes per share (vote) | vote | 1 | ||||||||||
Series B Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares outstanding (in shares) | 75,000 | 0 | 75,000 | ||||||||
Preferred stock dividend | $ | $ 1,781,000 | $ 0 | $ 0 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||
Preferred stock, dividend rate, percentage one | 9.50% | ||||||||||
Preferred stock, dividend rate, percentage two | 13.00% | ||||||||||
Preferred stock, dividend rate, percentage three | 14.00% | ||||||||||
Liquidation and redemption value | $ | $ 78,600,000 | $ 78,600,000 | |||||||||
Proceeds from sale of stock transactions used for redemption of shares | $ | $ 50,000,000 | ||||||||||
Proceeds from sale of stock transactions, used for redemption of shares and buy back of shares | $ | $ 25,000,000 | ||||||||||
Preferred stock, shares authorized (in shares) | 150,000 | 0 | 150,000 | ||||||||
Series B Preferred Stock | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock dividend | $ | $ 1,800,000 | ||||||||||
Series A Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 250,000 | 0 | ||||||||
Preferred stock dividend | $ | $ 0 | $ 0 | $ 7,075,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Dividend rate, percentage | 14.50% | ||||||||||
Stock redeemed (in shares) | 268,917 | ||||||||||
Value of shares redeemed | $ | $ 278,700,000 | ||||||||||
Preferred stock, shares authorized (in shares) | 0 | 10,000,000 | 0 | ||||||||
Share Repurchase Program2016 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock repurchase program authorized amount | $ | $ 100,000,000 | ||||||||||
Number of shares repurchased under program (in shares) | 1,300,000 | 0 | |||||||||
Stock repurchased during period, value | $ | $ 40,000,000 | ||||||||||
Share Repurchase Program2016 | Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock repurchase program, period in force | 12 months | ||||||||||
Share Repurchase Program2016 | Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock repurchase program, period in force | 18 months | ||||||||||
Over-Allotment Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 3,846,154 | ||||||||||
Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 42,307,692 | ||||||||||
Consideration received on transaction | $ | $ 102,300,000 | ||||||||||
Private Placement | Series B Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 75,000 | ||||||||||
Consideration received on transaction | $ | $ 72,800,000 |
Capital Structure - Preferred S
Capital Structure - Preferred Stock (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Series B Preferred Stock | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | shares | 0 |
Issuance of preferred stock (in shares) | shares | 75,000 |
Amortization of preferred stock issuance costs (in shares) | shares | 0 |
Ending balance (in shares) | shares | 75,000 |
Beginning balance | $ | $ 0 |
Issuance of Series B preferred stock | $ | 75,000 |
Amortization of preferred stock issuance costs | $ | (2,495) |
Ending balance | $ | $ 72,505 |
Series A Preferred Stock | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Beginning balance (in shares) | shares | 250,000 |
Amortization of preferred stock issuance costs (in shares) | shares | 0 |
Issuance of preferred PIK dividend (in shares) | shares | 19,000 |
Payment of preferred dividend (in shares) | shares | 0 |
Redemption of Series A preferred shares (in shares) | shares | (269,000) |
Ending balance (in shares) | shares | 0 |
Beginning balance | $ | $ 237,641 |
Amortization of preferred stock issuance costs | $ | (12,791) |
Issuance of preferred PIK dividend | $ | 18,485 |
Payment of preferred dividend | $ | 9,748 |
Redemption of Series A preferred shares | $ | (278,665) |
Ending balance | $ | $ 0 |
Stock Plans - Plan Information
Stock Plans - Plan Information (Details) - USD ($) $ in Millions | Nov. 01, 2021 | Jun. 10, 2021 | Dec. 31, 2021 | Dec. 15, 2017 | Mar. 31, 2015 |
2015 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 3,000,000 | ||||
Number of shares authorized (in shares) | 29,297,175 | 26,297,175 | |||
Number of shares available for grant (in shares) | 1,600,000 | ||||
Liability, accrued expenses, non-vested | $ 0.4 | ||||
2017 New Hire Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 1,500,000 | ||||
Number of shares available for grant (in shares) | 500,000 | ||||
2017 New Hire Plan | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 566,711 | ||||
Number of shares authorized (in shares) | 2,066,711 | 1,500,000 |
Stock Plans - Stock-based Compe
Stock Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | $ 9,305 | $ 11,137 | $ 22,250 |
Tax benefit | 1,750 | 1,815 | 3,455 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | $ 9,500 | ||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 1 year 2 months 12 days | ||
Stock options | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | $ 3,748 | 1,308 | 7,348 |
Restricted stock awards | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | 5,364 | 9,743 | 14,775 |
Performance Based Cash Units | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | 193 | 86 | 127 |
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense | $ 600 | ||
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized | 2 years | ||
Cost of revenues | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | $ 1,593 | 2,409 | 2,929 |
Research and development | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | 2,862 | 4,380 | 4,227 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||
Total stock-based compensation expense | $ 4,850 | $ 4,348 | $ 15,094 |
Stock Plans - Options Vesting (
Stock Plans - Options Vesting (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Monthly Percentage | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 2.08% |
Quarterly Percentage After First Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 6.25% |
Upon Achievement of Performance Objectives | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 33.33% |
Annual Percentage After Achievement of Performance Objectives | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 33.33% |
2015 Plan | Stock options | First Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 25.00% |
2010 Plan | Stock options | Second Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 50.00% |
2000 and 2006 Stock incentive plans | Stock options | First Anniversary | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of awards vesting | 25.00% |
Stock Plans - Black-Scholes Ass
Stock Plans - Black-Scholes Assumptions (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted-average assumptions | |||
Expected stock price volatility | 82.30% | 74.50% | 69.60% |
Risk-free interest rate | 0.70% | 1.00% | 1.90% |
Expected life of options (in years) | 4 years 2 months 23 days | 4 years 5 months 19 days | 4 years 4 months 2 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value (PSV) of the options (in dollars per share) | $ 1.83 | $ 2.79 | $ 3.82 |
Stock Plans - Stock Options (De
Stock Plans - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Options outstanding at the beginning of the period (in shares) | 4,423 | |
Options granted (in shares) | 2,209 | |
Options exercised (in shares) | 0 | |
Options cancelled (in shares) | (1,917) | |
Options outstanding at the end of the period (in shares) | 4,715 | 4,423 |
Vested and exercisable (in shares) | 1,404 | |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 9.60 | |
Options granted (in dollars per share) | 3.01 | |
Options exercised (in dollars per share) | 0 | |
Options cancelled (in dollars per share) | 9.55 | |
Balance at the end of the period (in dollars per share) | 6.53 | $ 9.60 |
Vested and exercisable (in dollars per share) | $ 12.86 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 5 years 1 month 9 days | |
Vested and exercisable | 3 years 4 months 9 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 6,000 | |
Vested and exercisable | 0 | |
Additional disclosures related to stock options | ||
Total intrinsic value for stock options exercised | 0 | $ 0 |
Total intrinsic value for stock options exercisable | $ 0 | $ 2,000 |
Stock Plans - Restricted Stock
Stock Plans - Restricted Stock and Performance Stock (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted stock awards | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | shares | 1,510 |
Granted (in shares) | shares | 2,404 |
Vested (in shares) | shares | (888) |
Forfeited (in shares) | shares | (452) |
Non-vested at the end of the period (in shares) | shares | 2,574 |
Period end Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 7.05 |
Granted (in dollars per share) | $ / shares | 3.01 |
Vested (in dollars per share) | $ / shares | 7.48 |
Forfeited (in dollars per share) | $ / shares | 4.23 |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 3.57 |
Performance based cash units | |
Number of Awards | |
Non-vested at the beginning of the period (in shares) | shares | 907 |
Granted (in shares) | shares | 2,078 |
Granted adjustment (in shares) | shares | (307) |
Vested (in shares) | shares | (30) |
Forfeited (in shares) | shares | (652) |
Non-vested at the end of the period (in shares) | shares | 1,996 |
Period end Fair Value | |
Non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 4.70 |
Granted (in dollars per share) | $ / shares | |
Granted adjustment (in dollars per share) | $ / shares | |
Vested (in dollars per share) | $ / shares | |
Forfeited (in dollars per share) | $ / shares | |
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 2.44 |
Performance based cash units | 2015 Plan | |
Stockholder's Equity | |
Vesting period (in years) | 3 years |
First Anniversary | Restricted stock awards | |
Stockholder's Equity | |
Percentage of awards vesting | 25.00% |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer contribution incurred and expensed under 401(k) Plan | $ 2.5 | $ 2.9 | $ 2.6 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring accrual and changes | |||
Charges | $ 5,189 | $ 7,955 | $ 755 |
Employment termination costs | |||
Restructuring accrual and changes | |||
Beginning balance | 1,580 | ||
Charges | 5,189 | ||
Payments | (3,393) | ||
Other Adjustments | (129) | ||
Ending balance | $ 3,247 | $ 1,580 |
Income Taxes - Components of In
Income Taxes - Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (49,337) | $ (43,457) | $ (104,445) |
Foreign | 19,062 | 5,991 | 3,152 |
Loss from operations, before taxes | $ (30,275) | $ (37,466) | $ (101,293) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 6,852 | $ 30,365 | $ (208) |
State | (78) | 56 | 46 |
Foreign | (1,257) | (3,643) | (2,048) |
Deferred: | |||
Federal | 9 | 262 | (28) |
State | (70) | (229) | (17) |
Foreign | 1,721 | 297 | 81 |
Income tax benefit (provision) | $ 7,177 | $ 27,108 | $ (2,174) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Details of net operating loss carryforwards [Line Items] | |||
Benefit (provision) for income taxes | $ 7,177 | $ 27,108 | $ (2,174) |
Effective tax rate | 23.70% | 72.40% | (2.10%) |
Net operating loss | $ 305,061 | ||
Valuation allowance increase (decrease) amount | (1,500) | $ 1,600 | |
Unrecognized tax benefits that would impact effective tax rate | 3,900 | 2,700 | |
Accrued interest | 400 | $ 300 | $ 300 |
Portion of current unrecognized tax benefit expected to be recognized | 1,000 | ||
Indefinite | |||
Details of net operating loss carryforwards [Line Items] | |||
Net operating loss | 115,875 | ||
Federal | |||
Details of net operating loss carryforwards [Line Items] | |||
Net operating loss | 63,900 | ||
State | |||
Details of net operating loss carryforwards [Line Items] | |||
Net operating loss | 149,400 | ||
Foreign | Indefinite | |||
Details of net operating loss carryforwards [Line Items] | |||
Net operating loss | $ 91,800 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | (0.40%) | (0.50%) | (0.80%) |
Effect of rates different than statutory | 2.30% | (2.10%) | (4.30%) |
Minority interest | (0.10%) | 0.20% | 0.20% |
Non-deductible Bad Debt | 0.00% | (2.90%) | 0.00% |
Stock based compensation | (5.10%) | (6.10%) | (2.50%) |
Foreign Basis Differences | 6.30% | 9.80% | 0.00% |
Regulatory matters | (8.70%) | 0.00% | 0.00% |
Other permanent differences | (2.50%) | (0.90%) | (0.30%) |
Research and development credit | 0.90% | 6.50% | 0.50% |
Change in valuation allowance | 7.70% | (3.20%) | 6.70% |
Uncertain tax positions | (4.30%) | (0.70%) | 0.60% |
Other | (0.30%) | 1.10% | (1.20%) |
Investment in JV | 0.00% | 0.00% | (1.70%) |
Global Intangible Low-Taxed Income | (8.50%) | 3.90% | (3.30%) |
Base Erosion Anti-Abuse Tax and Related Elections | 0.00% | 0.90% | (17.00%) |
NOL Carryback and Other Refund Claims | 15.40% | 45.40% | 0.00% |
Effective tax rate | 23.70% | 72.40% | (2.10%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued liabilities | $ 1,290 | $ 1,660 |
Deferred revenue | 3,057 | 5,410 |
Bad debts reserve | 2,270 | 2,248 |
Deferred compensation | 6,236 | 6,816 |
Federal net operating loss carry forwards | 13,419 | 8,876 |
State net operating loss carry forwards | 9,332 | 7,415 |
Foreign net operating loss carry forwards | 9,001 | 10,036 |
Lease Obligations | 8,262 | 10,142 |
Capital loss carry forward | 6,120 | 10,365 |
Intangible assets | 6,100 | 6,153 |
Basis difference | 6,268 | 6,256 |
Credits | 9,720 | 9,720 |
Fixed Assets | 1,281 | 1,249 |
Interest Limitation | 1,232 | 0 |
Other | 97 | 26 |
Total deferred tax assets | 83,685 | 86,372 |
Deferred tax liabilities: | ||
Basis difference | (2,621) | (1,555) |
Depreciation and amortization | (2,109) | (5,171) |
Prepaids | (604) | 0 |
Lease Assets | (4,978) | (6,121) |
Other | (492) | (439) |
Total deferred tax liabilities | (10,804) | (13,286) |
Less: valuation allowance | (73,441) | (74,961) |
Net deferred income tax (liabilities) assets | $ (560) | $ (1,875) |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Details of net operating loss carryforwards [Line Items] | |
Net operating loss | $ 305,061 |
2022 | |
Details of net operating loss carryforwards [Line Items] | |
Net operating loss | 2,222 |
2023 | |
Details of net operating loss carryforwards [Line Items] | |
Net operating loss | 2,857 |
2024 - 2039 | |
Details of net operating loss carryforwards [Line Items] | |
Net operating loss | 184,107 |
Indefinite | |
Details of net operating loss carryforwards [Line Items] | |
Net operating loss | $ 115,875 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of period | $ 3,283 | $ 3,269 | $ 3,972 |
Decrease related to Lapse of Statute of Limitations | (827) | (262) | (703) |
Increases for tax positions of current period | 2,058 | 276 | |
Unrecognized tax benefit, end of period | $ 4,514 | $ 3,283 | $ 3,269 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share Reconciliation [Abstract] | |||
Net loss from operations | $ (23,098) | $ (10,358) | $ (103,467) |
Net income (loss) attributable to redeemable noncontrolling interests | 156 | (344) | (1,126) |
Preferred stock dividend | (35,509) | (37,981) | (32,134) |
Net loss attributable to Synchronoss | (58,451) | (48,683) | (136,727) |
Net loss from operations attributable to Synchronoss | $ (58,451) | $ (48,683) | $ (136,727) |
Denominator: | |||
Weighted average common shares outstanding - basic (in shares) | 64,734 | 41,950 | 40,694 |
Earnings (loss) per share: | |||
Basic (in dollars per share) | $ (0.90) | $ (1.16) | $ (3.36) |
Diluted (in dollars per share) | $ (0.90) | $ (1.16) | $ (3.36) |
Stock options | |||
Earnings (loss) per share: | |||
Anti-dilutive stock options excluded (in shares) | 0 | 0 | 0 |
Commitments (Details)
Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 26,028 |
2023 | 16,276 |
2024 | 13,313 |
2025 and thereafter | 9,699 |
Total | $ 65,316 |
Legal Matters (Details)
Legal Matters (Details) | 1 Months Ended |
Jun. 14, 2017complaint | |
The Securities Law Actions | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of complaints filed | 4 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Disposal group, held-for-sale - DXP Business | Mar. 07, 2022USD ($) |
Subsequent Event [Line Items] | |
Total purchase price | $ 14,000,000 |
Amount to be received on the closing date | 10,500,000 |
Escrow deposit | 500,000 |
Disbursement to be received 12 months from closing date | 1,000,000 |
Earn-out | 2,000,000 |
Earn-out to be paid one year from closing date | 1,000,000 |
Earn-out to be paid two years from closing date | $ 1,000,000 |
Additional Financial Informat_3
Additional Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
FX gains (losses) | $ (5,810) | $ 4,234 | $ 31 |
Government refunds | 450 | 1,597 | 1,039 |
Income from sale of intangible assets | 550 | 3,477 | 5,518 |
Others | (67) | 227 | 801 |
Total | $ (4,877) | $ 9,535 | $ 7,389 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for credit losses: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 543 | $ 1,864 | $ 4,599 |
Additions | 650 | 897 | 6,045 |
Reductions | (715) | (2,218) | (8,780) |
Ending Balance | 478 | 543 | 1,864 |
Valuation allowance for deferred tax assets: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 74,961 | 73,346 | 81,064 |
Additions | 3,306 | 7,402 | 3,843 |
Reductions | (4,826) | (5,787) | (11,561) |
Ending Balance | $ 73,441 | $ 74,961 | $ 73,346 |
Uncategorized Items - sncr-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |