0001131554-20-000047 | 10-Q | XBRL Viewer | Synchronoss Technologies INC

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2020	May 18, 2020
Cover [Abstract]
Entity Registrant Name	SYNCHRONOSS TECHNOLOGIES, INC
Entity Central Index Key	0001131554
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		44,541,776
Entity File Number	000-52049
Entity Tax Identification Number	06-1594540
Entity Address, Address Line One	200 Crossing Boulevard
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Bridgewater
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	8807
City Area Code	866
Local Phone Number	620-3940
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash, restricted cash and cash equivalents	$ 30,906	$ 39,001
Marketable securities, current	0	11
Accounts receivable, net	60,817	65,863
Prepaid & Other Current Assets	43,919	38,022
Total current assets	135,642	142,897
Non-Current Assets:
Property and equipment, net	22,160	26,525
Operating lease right-of-use assets	52,576	53,965
Goodwill	219,825	222,969
Intangible assets, net	74,812	77,613
Other Assets, non-current	7,779	8,054
Total Non-Current Assets	377,152	389,126
Total assets	512,794	532,023
Current liabilities:
Accounts payable	17,955	21,551
Accrued expenses	65,456	65,987
Deferred revenues, current	49,042	65,858
Debt, current	10,000	0
Total current liabilities	142,453	153,396
Deferred tax liabilities	1,656	1,679
Deferred revenues, non-current	18,046	21,941
Leases, non-current	59,085	60,976
Other non-current liabilities	4,655	4,589
Redeemable noncontrolling interest	12,500	12,500
Commitments and contingencies
Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 225 shares issued and outstanding at March 31, 2020	209,488	200,865
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000 shares authorized, 51,758 and 51,704 shares issued; 44,596 and 44,542 outstanding at March 31, 2020 and December 31, 2019, respectively	5	5
Treasury stock, at cost (7,162 and 7,162 shares at March 31, 2020 and December 31, 2019, respectively)	(82,087)	(82,087)
Additional paid-in capital	522,164	525,739
Accumulated other comprehensive loss	(36,823)	(33,261)
Accumulated deficit	(338,348)	(334,319)
Total stockholders’ equity	64,911	76,077
Total liabilities and stockholders’ equity	$ 512,794	$ 532,023

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	225,000	225,000
Preferred stock, shares outstanding (in shares)	225,059	225,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	51,758,000	51,704,000
Common stock, shares outstanding (in shares)	44,596,000	44,542,000
Treasury stock, shares (in shares)	7,162,000	7,162,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Income Statement [Abstract]

Net revenues

$ 77,122

$ 88,105

Costs and expenses:

Cost of revenues

^[1]

35,471

38,953

Research and development

19,788

19,681

Selling, general and administrative

26,344

29,246

Restructuring charges

1,450

421

Depreciation and amortization

11,356

20,143

Total costs and expenses

^[1]

94,409

108,444

Loss from continuing operations

(17,287)

(20,339)

Interest income

189

Interest expense

(245)

(585)

Gain (loss) on extinguishment of debt

387

Other Income, net

1,692

463

Equity method investment loss

(1,243)

Loss from continuing operations, before taxes

(15,782)

(21,128)

Benefit for income taxes

12,432

1,391

Net loss

(3,350)

(19,737)

Net loss attributable to redeemable noncontrolling interests

(17)

(313)

Preferred stock dividend

(8,909)

(7,537)

Net loss attributable to Synchronoss

$ (12,276)

$ (27,587)

Earnings per share

Basic (in dollars per share)

$ (0.30)

$ (0.68)

Diluted (in dollars per share)

$ (0.30)

$ (0.68)

Weighted-average common shares outstanding:

Basic (in shares)

41,483

40,320

Diluted (in shares)

41,483

40,320

[1]	Cost of revenues excludes depreciation and amortization which are shown separately.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,350)	$ (19,737)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(3,941)	(295)
Unrealized gain (loss) on available for sale securities	751	(905)
Net loss on inter-company foreign currency transactions	(372)	(383)
Total other comprehensive loss	(3,562)	(1,583)
Comprehensive loss	(6,912)	(21,320)
Comprehensive loss attributable to redeemable noncontrolling interests	(17)	(313)
Comprehensive loss attributable to Synchronoss	$ (6,929)	$ (21,633)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2018		49,836	7,162
Beginning balance at Dec. 31, 2018	$ 188,909	$ 5	$ (82,087)	$ 534,673	$ (30,383)	$ (233,299)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	5,779			5,779
Issuance of restricted stock (in shares)		73
Issuance of restricted stock	0
Preferred stock dividends declared	(7,075)			(7,075)
Amortization of preferred stock issuance costs	(462)			(462)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(1)
Shares withheld for taxes in connection with issuance of restricted stock	(4)			(4)
Net income (loss) attributable to Synchronoss	(20,050)					(20,050)
Non-controlling interest	313			313
Total other comprehensive income (loss)	(1,583)				(1,583)
Ending balance (in shares) at Mar. 31, 2019		49,908	7,162
Ending balance at Mar. 31, 2019	$ 169,400	$ 5	$ (82,087)	533,224	(31,966)	(249,776)
Beginning balance (in shares) at Dec. 31, 2019	51,704	51,704	7,162
Beginning balance at Dec. 31, 2019	$ 76,077	$ 5	$ (82,087)	525,739	(33,261)	(334,319)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	5,316			5,316
Issuance of restricted stock (in shares)		55
Issuance of restricted stock	0
Preferred stock dividends declared	(8,158)			(8,158)
Amortization of preferred stock issuance costs	(750)			(750)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(1)
Shares withheld for taxes in connection with issuance of restricted stock	0
Net income (loss) attributable to Synchronoss	(3,350)					(3,350)
Non-controlling interest	0			17		(17)
Total other comprehensive income (loss)	(3,562)				(3,562)
Other	$ 106					106
Ending balance (in shares) at Mar. 31, 2020	51,758	51,758	7,162
Ending balance at Mar. 31, 2020	$ 64,911	$ 5	$ (82,087)	$ 522,164	$ (36,823)	$ (338,348)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities:
Net loss continuing operations	$ (3,350)	$ (19,737)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,357	20,143
Amortization of debt issuance costs	0	155
(Gain) loss on extinguishment of debt	0	(387)
Loss (earnings) from Equity method investments	0	1,243
(Gain) loss on Disposals of intangible assets	(1,843)	0
Amortization of bond premium	0	(36)
Deferred income taxes	(10)	(525)
Stock-based compensation	5,186	5,555
Changes in operating assets and liabilities:
Accounts receivable, net	(6,961)	(6,141)
Prepaid expenses and other current assets	(6,240)	4,272
Other assets	198	(242)
Accounts payable	7,515	6,084
Accrued expenses	1	(10,780)
Other liabilities	(415)	(370)
Deferred revenues	(20,454)	(4,918)
Net cash used in operating activities	(15,016)	(5,684)
Investing activities:
Purchases of fixed assets	(249)	(2,627)
Purchases of intangible assets and capitalized software	(4,428)	(2,704)
Proceeds from the sale of intangibles	1,843	0
Purchases of marketable securities available for sale	0	(11,278)
Maturity of marketable securities available for sale	11	26,207
Net cash (used in) provided by investing activities	(2,823)	9,598
Financing activities:
Taxes paid on withholding shares	(4)	0
Retirement of Convertible Senior Notes & related costs	0	(16,106)
Borrowings on revolving line of credit	10,000	0
Preferred dividend payment	0	(7,075)
Payments on capital obligations	0	(280)
Net cash provided by (used in) financing activities	9,996	(23,461)
Effect of exchange rate changes on cash	(252)	(19)
Net decrease in cash and cash equivalents	(8,095)	(19,566)
Cash, restricted cash and cash equivalents, beginning of period	39,001	109,860
Cash, restricted cash and cash equivalents, end of period	30,906	90,294
Supplemental disclosures of non-cash investing and financing activities:
Paid in kind dividends on Series A Convertible Participating Perpetual Preferred Stock	$ 8,623	$ 7,075

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2020
Description of Business
Description of Business	Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) Digital, Cloud, Messaging and IoT platforms help the world’s leading companies, including operators, original equipment manufacturers (“OEMs”), and Technology, Media and Telecom (“TMT”) providers to deliver continuously transformative customer experiences that create high value engagement and new monetization opportunities. The Company currently operates in and markets solutions and services directly through the Company’s sales organizations in North America, Europe and Asia-Pacific. The Company’s platforms give customers new opportunities in TMT space, taking advantage of the rapidly converging services, connected devices, networks and applications. The Company delivers platforms, products and solutions including: •Cloud sync, backup, storage, device set up, content transfer and content engagement for user generated content •Advanced, multi-channel messaging peer-to-peer (“P2P”) communications and application-to-person (“A2P”) commerce solutions •Digital experience management (Platform as a Service) - including digital journey creation, and journey design products that use analytics that power digital advisor products for IT and Business Channel Owners •IoT management technology for Smart Cities, Smart Buildings and more The Synchronoss Personal Cloud Platform™ is a secure and highly scalable white label platform designed to store and sync subscriber’s personally created content seamlessly to and from current and new devices. This allows an Operator’s customers to protect, engage with and manage their personal content and gives the Company’s Operator customers the ability to increase average revenue per user (“ARPU”) through a new monthly recurring charge (“MRC”) and opportunities to mine valuable data that will give subscribers access to new, beneficial services. Additionally, the Company’s Personal Cloud Platform performs an expanding set of value-add services including facilitating an Operator’s initial device setup and enhancing visibility and control across disparate devices within subscribers’ smart homes. The Synchronoss Messaging Platform powers hundreds of millions of subscribers’ mail boxes worldwide. The Company’s Advanced Messaging Product is a powerful, secure and intelligent white label messaging platform that expands capabilities for Operators and TMT companies to offer P2P messaging via Rich Communications Services (“RCS”). Additionally, the Company’s Advanced Messaging Product powers commerce and a robust ecosystem for Operators, brands and advertisers to execute Application to Person (“A2P”) commerce and data-rich dialogue with subscribers. The Synchronoss Digital Experience Platform (“DXP”) is a purpose-built experience management toolset that sits between the Company’s customers end-user facing applications and their existing back end systems, enabling the authoring and management of customer journeys in a cloud-native no/low-code environment. This platform uses products such as Journey Creator, Journey Advisor, CX Baseline and Digital Coach to create a wide variety of insight-driven customer experiences across existing channels (digital and analogue) including creating the ability to pause and resume continuous, intelligent experiences in an omni-channel environment. DXP can be operated by IT professionals and “citizen” developers (business analysts, etc.) enabling the Company’s customers to bring more compelling and complex experiences to market in less time with fewer and more diverse resources in a real-time, collaborative environment. The Synchronoss IoT Platform creates an easy to use environment and extensible ecosystem making the management of disparate devices, sensors, data pools and networks easier to manage by IoT administrators and drives the propagation of new IoT applications and monetization models for TMT companies. The Company’s IoT platform utilizes Synchronoss platforms (DXP, Cloud, Messaging), products and solutions to make IoT more accessible and actionable for Smart Building facility managers, Smart City planners, Automotive OEMs and TMT ecosystem players.

Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Synchronoss and in the opinion of management, include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. Investments in less than majority-owned companies in which the Company does not have a controlling interest, but does have significant influence, are accounted for as equity method investments. Investments in less than majority-owned companies in which the Company does not have the ability to exert significant influence over the operating and financial policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year's presentation.

For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Risks and Uncertainties

There are many uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While the pandemic did not materially affect the Company’s financial results and business operations in the Company’s first quarter ended March 31, 2020, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties. The Company will continue to assess the evolving impact of the COVID-19 pandemic and will make adjustments to its operations as necessary.

Recently Issued Accounting Standards

Recent accounting pronouncements adopted

Standard

Description

Effect on the financial statements

ASU 2016-13, ASU 2019-4 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13 which replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The ASU is effective for public companies in annual periods beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted beginning after December 15, 2018 and interim periods within those years.

We adopted Topic 326 beginning on January 1, 2020 using the modified retrospective approach with a cumulative effect adjustment to opening retained earnings recorded at the beginning of the period of adoption. Upon adoption, we changed our impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including our accounts receivable. CECL estimates on accounts receivable are recorded as general and administrative expenses on our condensed consolidated statements of income. The cumulative effect adjustment from adoption was immaterial to our condensed consolidated financial statements.

Date of adoption: January 1, 2020.

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes

The ASU removes the exception to the general principles in ASC 740, Income Taxes, associated with the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments and interim-period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU improves the application of income tax related guidance and simplifies U.S. GAAP when accounting for franchise taxes that are partially based on income, transactions with government resulting in a step-up in tax basis goodwill, separate financial statements of legal entities not subject to tax, and enacted changes in tax laws in interim periods. Different transition approaches, retrospective, modified retrospective, or prospective, will apply to each income tax simplification provision.

The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2021.

Revenue

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of revenue

The Company disaggregates revenue from contracts with customers into the nature of the products and services and geographical regions. The Company’s geographic regions are the Americas, Europe, the Middle East and Africa (“EMEA”), and Asia Pacific (“APAC”). The majority of the Company’s revenue is from the Technology, Media and Telecom (collectively, “TMT”) sector.


	Three Months Ended March 31, 2020														Three Months Ended March 31, 2019
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography
Americas	$	39,322	$	10,937	$	10,903	$	61,162	$	38,914	$	20,764	$	2,069	$	61,747
APAC	—		558		9,175		9,733		—		998		18,155		19,153
EMEA	1,722		1,257		3,248		6,227		1,796		1,089		4,320		7,205
Total	$	41,044	$	12,752	$	23,326	$	77,122	$	40,710	$	22,851	$	24,544	$	88,105

Service Line
Professional Services	$	4,161	$	4,536	$	5,230	$	13,927	$	3,718	$	4,303	$	12,487	$	20,508
Transaction Services	1,307		1,074		—		2,381		1,362		2,016		—		3,378
Subscription Services	35,576		7,002		10,617		53,195		35,594		16,402		9,165		61,161
License	—		140		7,479		7,619		36		130		2,892		3,058
Total	$	41,044	$	12,752	$	23,326	$	77,122	$	40,710	$	22,851	$	24,544	$	88,105

Trade Accounts Receivable and Contract balances

The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, the Company recognizes a receivable for revenues related to its time and materials and transaction or volume-based contracts. The Company presents such receivables in Trade accounts receivable, net in its condensed consolidated statements of financial position at their net estimated realizable value. The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other economic indicators.

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if its records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract asset balance at March 31, 2020 is $4.9 million.

Amounts collected in advance of services being provided are accounted for as contract liabilities, which are presented as deferred revenue on the accompanying Condensed Consolidated Balance Sheets and are realized with the associated revenue recognized under the contract. Nearly all of the Company's contract liabilities balance is related to services revenue, primarily subscription services contracts.

The Company’s contract assets and liabilities are reported in a net position on a customer basis at the end of each reporting period.

Significant changes in the contract liabilities balance (current and noncurrent) during the period are as follows (in thousands):


	Contract Liabilities*
Balance - January 1, 2020	$	87,799
Revenue recognized in the period	(74,882)
Amounts billed but not recognized as revenue	54,171


Balance - March 31, 2020	$	67,088

________________________________

* Comprised of Deferred Revenue

Transaction price allocated to the remaining performance obligations

Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2020. The Company has elected not to disclose transaction price allocated to remaining performance obligations for:

1.Contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty;

2.Contracts for which the Company recognizes revenues based on the right to invoice for services performed;

3.Variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with Topic 606 Section 10-25-14(b), for which the criteria in Topic 606 Section 10-32-40 have been met. This applies to a limited number of situations where the Company is dependent upon data from a third party or where fees are highly variable.

Many of the Company’s performance obligations meet one or more of these exemptions. Specifically, the Company has excluded the following from the Company’s remaining performance obligations, all of which will be resolved in the period in which amounts are known:

•consideration for future transactions, above any contractual minimums

•consideration for success-based transactions contingent on third party data

•credits for failure to meet future service level requirements

As of March 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $173.4 million, of which approximately 86.7 percent is expected to be recognized as revenues within 2 years, and the remainder thereafter.

Estimates of revenue expected to be recognized in future periods also exclude unexercised customer options to purchase services that do not represent material rights to the customer. Customer options that do not represent a material right are only accounted for in accordance with Topic 606 when the customer exercises its option to purchase additional goods or services.

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

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:


	March 31, 2020
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	30,906	$	30,906	$	—	$	—



Total assets	$	30,906	$	30,906	$	—	$	—



Temporary equity
Redeemable noncontrolling interests ⁽³⁾	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500


	December 31, 2019
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	39,001	$	39,001	$	—	$	—
Marketable securities-short term ⁽²⁾	11		—		11		—

Total assets	$	39,012	$	39,001	$	11	$	—




Temporary Equity
Redeemable noncontrolling interests ⁽³⁾	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500

________________________________

⁽¹⁾Cash equivalents primarily included money market funds.

⁽²⁾Marketable securities are comprised of municipal bonds, certificates of deposit. corporate bonds, treasury bonds, and mutual funds.

⁽³⁾Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures.

Redeemable Noncontrolling Interests

The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount.

The fair value of the redeemable noncontrolling interests was estimated by applying an income approach using a discounted cash flow analysis. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value the redeemable noncontrolling interests could significantly increase or decrease the fair value estimates recorded in the Condensed Consolidated Balance Sheets.

The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the three months ended March 31, 2020 were as follows:


Balance at December 31, 2019	$	12,500
Fair value adjustment	(17)
Net income attributable to redeemable noncontrolling interests	17
Balance at March 31, 2020	$	12,500

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

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 following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at March 31, 2020 (in thousands):



ROU assets:
Non-current operating lease ROU assets	$	52,576



Operating lease liabilities:
Current operating lease liabilities*	$	8,639
Non-current operating lease liabilities	59,085
Total operating lease liabilities	$	67,724

________________________________

* Amounts are included in Accrued Expenses on Condensed Consolidated Balance Sheets.

The following table presents information about lease expense and sublease income for the three months ended March 31, 2020 (in thousands):


	Three Months Ended
	March 31, 2020
Operating lease cost*	$	3,050
Other lease costs and income:
Variable lease costs*	325
Sublease income*	(966)

Total net lease cost	$	2,409

________________________________

* Amounts are included in Cost of revenues, Selling, general and administrative and/or Research and development based on the function that the underlying leased asset supports which are reflected in the Condensed Consolidated Statements of Operations.

The following table provides the undiscounted amount of future cash flows included in our lease liabilities at March 31, 2020 for each of the five years subsequent to December 31, 2019 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at March 31, 2020 (in thousands):


	Operating Leases
Remaining 2020	$	10,242
2021	13,077
2022	12,470
2023	10,168
2024	10,269
Thereafter	33,841
Total future lease payments	90,067
Less: amount representing interest	(22,343)
Present value of future lease payments (lease liability)	$	67,724

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of March 31, 2020:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	7.43
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0	%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the three months ended March 31, 2020 (in thousands):



Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	3,290
Lease liabilities arising from obtaining right-of-use assets	805

Investments in Affiliates and Related Transactions	3 Months Ended
Investments in Affiliates and Related Transactions	Mar. 31, 2020
Equity Method Investments and Joint Ventures [Abstract]
Investments in Affiliates and Related Transactions	Investments in Affiliates and Related Transactions Sequential Technology International, LLC In connection with the divestiture of the exception handling business of the Company in 2017, Synchronoss entered into a three-year Cloud Telephony and Support services agreement (“CTS Agreement”) to grant Sequential Technology International, LLC (“STIN”) access to certain Synchronoss software and private branch exchange systems to facilitate exception handling operations required to support STIN customers. The CTS agreement expired in the first quarter of 2020. At the time of the expiration, the Company entered into an Asset Purchase Agreement with STIN. As part of the agreement, the Company received $1.6 million in exchange for certain hardware and system assets for the cloud telephony and remaining support service business. Subsequent to March 31, 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. The Company has secured a new commercial agreement with STIN.

Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

2019 Revolving Credit Facility

On October 4, 2019, the Company entered into a Credit Agreement with Citizens Bank, N.A., for a $10.0 million Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (1) the arithmetic average of the LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period (one, three or six months (or 12 months if agreed to by all applicable Lenders)) as selected by the Company relevant to such borrowing plus the applicable margin, or (2) a base rate determined by reference to the greatest of the federal funds rate plus 0.50%, the prime commercial lending rate as determined by the Agent, and the daily LIBOR rate plus 1.00%, in each case plus an applicable margin and subject to a floor of 0%. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a 0.2% commitment fee in respect of commitments under the Revolving Credit Facility, which may be subject to adjustment based on the Company’s total leverage ratio. The outstanding balance under the Revolving Credit Facility as of March 31, 2020 is $10.0 million.

Interest expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2020		2019
Convertible Senior Notes
Amortization of debt issuance costs	$	—	$	155
Interest on borrowings	—		191

2019 Revolving Credit Facility
Amortization of debt issuance costs	16		—
Commitment fee	4		—
Interest on borrowings	14		—


Other	211		239
Total	$	245	$	585

Accumulated Other Comprehensive (Loss) / Income

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive (Loss) / Income

The changes in accumulated other comprehensive (loss) income during the three months ended March 31, 2020 were as follows:


	Balance at December 31, 2019		Other comprehensive loss		Tax effect		Balance at March 31, 2020
Foreign currency	$	(28,204)	$	(3,941)	$	—	$	(32,145)
Unrealized loss on intra-entity foreign currency transactions	(4,306)		(486)		114		(4,678)
Unrealized holding gains (losses) on marketable debt securities	(751)		751		—		—
Total	$	(33,261)	$	(3,676)	$	114	$	(36,823)

Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity There were no significant changes to Company’s authorized capital stock and preferred stock during the three months ended March 31, 2020.

Common Stock

Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. Dividends on common stock will be paid when, and if, declared by the Company’s Board of Directors. No dividends have ever been declared or paid by the Company.

Preferred Stock

The Board of Directors is authorized to issue preferred shares and has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of preferred stock.

In accordance with the terms of the Share Purchase Agreement dated as of October 17, 2017 (the “PIPE Purchase Agreement”), with Silver Private Holdings I, LLC, an affiliate of Siris (“Silver”), on February 15, 2018, the Company issued to Silver 185,000 shares of its newly issued Series A Convertible Participating Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, in exchange for $97.7 million in cash and the transfer from Silver to the Company of the 5,994,667 shares of the Company’s common stock held by Silver (the “Preferred Transaction”).

As of March 31, 2020, there were 225,059 shares of Series A Preferred Stock outstanding, including the initial issuance of 185,000 shares of Series A Preferred Stock and the issuance of 40,059 shares of Series A Preferred Stock as dividends.

Certificate of Designation of the Series A Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series A Preferred Stock are set forth in the Series A Certificate. Under the Series A Certificate, the holders of the Series A Preferred Stock are entitled to receive, on each share of Series A Preferred Stock on a quarterly basis, an amount equal to the dividend rate of 14.5% divided by four and multiplied by the then-applicable Liquidation Preference (as defined in the Series A Certificate) per share of Series A Preferred Stock (collectively, the “Preferred Dividends”). The Preferred Dividends are due on January 1, April 1, July 1 and October 1 of each year (each, a “Series A Dividend Payment Date”). The Company may choose to pay the Preferred Dividends in cash or in additional shares of Series A Preferred Stock. In the event the Company does not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. In addition, the Series A Preferred Stock participates in dividends declared and paid on shares of the Company’s common stock.

Each share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal to the “Conversion Price” (as that term is defined in the Series A Certificate) multiplied by the then applicable “Conversion Rate” (as that term is defined in the Series A Certificate). Each share of Series A Preferred Stock is initially convertible into 55.5556 shares of common stock, representing an initial “conversion price” of approximately $18.00 per share of common stock. The Conversion Rate is subject to equitable proportionate adjustment in the event of stock splits, recapitalizations and other events set forth in the Series A Certificate.

On and after the fifth anniversary of February 15, 2018, holders of shares of Series A Preferred Stock have the right to cause the Company to redeem each share of Series A Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series A Preferred Stock is also redeemable at the option of the holder upon the occurrence of a “Fundamental Change” (as that term is defined in the Series A Certificate) at a specified premium (“Liquidation Value”). In addition, the Company is also permitted to redeem all outstanding shares of the Series A Preferred Stock at any time (i) within the first 30 months of the date of issuance for the sum of the then-applicable Liquidation Preference, accrued but unpaid dividends and a make whole amount (known as “Redemption Value”) and (ii) following the 30-month anniversary of the date of issuance for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. As of March 31, 2020, the Liquidation Value and Redemption Value of the Preferred Shares was $243.1 million.

The holders of a majority of the Series A Preferred Stock, voting separately as a class, are entitled at each of the Company’s annual meetings of stockholders or at any special meeting called for the purpose of electing directors (or by written

consent signed by the holders of a majority of the then-outstanding shares of Series A Preferred Stock in lieu of such a meeting): (i) to nominate and elect two members of the Company’s Board of Directors for so long as the Preferred Percentage (as defined in the Series A Certificate) is equal to or greater than 10%; and (ii) to nominate and elect one member of the Company’s Board of Directors for so long as the Preferred Percentage is equal to or greater than 5% but less than 10%.

For so long as the holders of shares of Series A Preferred Stock have the right to nominate at least one director, the Company is required to obtain the prior approval of Silver prior to taking certain actions, including: (i) certain dividends, repayments and redemptions; (ii) any amendment to the Company’s certificate of incorporation that adversely effects the rights, preferences, privileges or voting powers of the Series A Preferred Stock; (iii) issuances of stock ranking senior or equivalent to shares of Series A Preferred Stock (including additional shares of Series A Preferred Stock) in the priority of payment of dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company; (iv) changes in the size of the Company’s Board of Directors; (v) any amendment, alteration, modification or repeal of the charter of the Company’s Nominating and Corporate Governance Committee of the Board of Directors and related documents; and (vi) any change in the Company’s principal business or the entry into any line of business outside of the Company’s existing lines of businesses. In addition, in the event that the Company is in EBITDA Non-Compliance (as defined in the Series A Certificate) or the undertaking of certain actions would result in the Company exceeding a specified pro forma leverage ratio, then the prior approval of Silver would be required to incur indebtedness (or alter any debt document) in excess of $10.0 million, enter or consummate any transaction where the fair market value exceeds $5.0 million individually or $10.0 million in the aggregate in a fiscal year or authorize or commit to capital expenditures in excess of $25.0 million in a fiscal year.

Each holder of Series A Preferred Stock has one vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of Series A Preferred Stock are permitted to take any action or consent to any action with respect to such rights without a meeting by delivering a consent in writing or electronic transmission of the holders of the Series A Preferred Stock entitled to cast not less than the minimum number of votes that would be necessary to authorize, take or consent to such action at a meeting of stockholders. In addition to any vote (or action taken by written consent) of the holders of the shares of Series A Preferred Stock as a separate class provided for in the Series A Certificate or by the General Corporation Law of the State of Delaware, the holders of shares of the Series A Preferred Stock are entitled to vote with the holders of shares of common stock (and any other class or series that may similarly be entitled to vote on an as-converted basis with the holders of common stock) on all matters submitted to a vote or to the consent of the stockholders of the Company (including the election of directors) as one class.

Under the Series A Certificate, if Silver and certain of its affiliates have elected to effect a conversion of some or all of their shares of Series A Preferred Stock and if the sum, without duplication, of (i) the aggregate number of shares of the Company’s common stock issued to such holders upon such conversion and any shares of the Company’s common stock previously issued to such holders upon conversion of Series A Preferred Stock and then held by such holders, plus (ii) the number of shares of the Company’s common stock underlying shares of Series A Preferred Stock that would be held at such time by such holders (after giving effect to such conversion), would exceed the 19.9% of the issued and outstanding shares of the Company’s voting stock on an as converted basis (the “Conversion Cap”), then such holders would only be entitled to convert such number of shares as would result in the sum of clauses (i) and (ii) (after giving effect to such conversion) being equal to the Conversion Cap (after giving effect to any such limitation on conversion). Any shares of Series A Preferred Stock which a holder has elected to convert but which, by reason of the previous sentence, are not so converted, will be treated as if the holder had not made such election to convert and such shares of Series A Preferred Stock will remain outstanding. Also, under the Series A Certificate, if the sum, without duplication, of (i) the aggregate voting power of the shares previously issued to Silver and certain of its affiliates held by such holders at the record date, plus (ii) the aggregate voting power of the shares of Series A Preferred Stock held by such holders as of such record date, would exceed 19.99% of the total voting power of the Company’s outstanding voting stock at such record date, then, with respect to such shares, Silver and certain of its affiliates are only entitled to cast a number of votes equal to 19.99% of such total voting power. The limitation on conversion and voting ceases to apply upon receipt of the requisite approval of holders of the Company’s common stock under the applicable listing standards.

Investor Rights Agreement

Concurrently with the closing of the Preferred Transaction, Synchronoss and Silver entered into an Investor Rights Agreement. Under the terms of the Investor Rights Agreement, Silver and Synchronoss have agreed that, effective as of the

closing of the Preferred Transaction, the Board of Directors of Synchronoss will consist of ten members. From and after the closing of the Preferred Transaction, so long as the holders of Series A Preferred Stock have the right to nominate a member to the Board of Directors pursuant to the Series A Certificate, the Board of Directors of Synchronoss will consist of (i) two directors nominated and elected by the holders of shares of Series A Preferred Stock; (ii) four directors who meet the independence criteria set forth in the applicable listing standards (each of whom will be initially agreed upon by Synchronoss and Silver); and (iii) four other directors, two of whom shall satisfy the independence criteria of the applicable listing standards and, as of the closing of the Preferred Transaction, one of whom shall be the individual then serving as chief executive officer of Synchronoss and one of whom shall be the current chairman of the Board of Directors of Synchronoss as of the date of execution of the Investors Rights Agreement. Following the closing of the Preferred Transaction, so long as the holders of Series A Preferred Stock have the right to nominate at least one director to the Board of Directors of Synchronoss pursuant to the Series A Certificate, Silver will have the right to designate two members of the Nominating and Corporate Governance Committee of the Board of Directors.

Pursuant to the terms of the Investor Rights Agreement, neither Silver nor its affiliates may transfer any shares of Series A Preferred Stock subject to certain exceptions (including transfers to affiliates that agree to be bound by the terms of the Investor Rights Agreement).

For so long as Silver has the right to appoint a director to the Board of Directors of Synchronoss, without the prior approval by a majority of directors voting who are not appointed by the holders of shares of Series A Preferred Stock, neither Silver nor its affiliates will directly or indirectly purchase or acquire any debt or equity securities of Synchronoss (including equity-linked derivative securities) if such purchase or acquisition would result in Silver’s Standstill Percentage (as defined in the Investor Rights Agreement) being in excess of 30%. However, the foregoing standstill restrictions would not prohibit the purchase of shares pursuant to the PIPE Purchase Agreement or the receipt of shares of Series A Preferred Stock issued as Preferred Dividends pursuant to the Series A Certificate, shares of Common Stock received upon conversion of shares of Series A Preferred Stock or receipt of any shares of Series A Preferred Stock, Common Stock or other securities of the Company otherwise paid as dividends or as an increase of the Liquidation Preference (as defined in the Series A Certificate) or distributions thereon. Silver will also have preemptive rights with respect to issuances of securities of Synchronoss to maintain its ownership percentage.

Under the terms of the Investor Rights Agreement, Silver will be entitled to (i) three demand registrations, with no more than two demand registrations in any single calendar year and provided that each demand registration must include at least 10% of the shares of Common Stock held by Silver, including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and (ii) unlimited piggyback registration rights with respect to primary issuances and all other issuances.

A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at March 31, 2020 and changes during the three months ended March 31, 2020, are presented below:


	Preferred Stock
	Shares	Amount
Balance at December 31, 2019	217	$	200,865
Issuance of preferred stock	8	—
Initial discount and issuance costs related to preferred stock	—	—
Amortization of preferred stock issuance costs	—	750
Issuance of preferred PIK dividend	—	7,873




Balance at March 31, 2020	225	$	209,488

Registration Rights

There were no significant changes to the Company’s registration rights during the three months ended March 31, 2020.

Stock Plans

There were no significant changes to the Company’s Stock Plans during the three months ended March 31, 2020. As of March 31, 2020, there were 0.3 million shares available for the grant or award under the Company’s 2015 Plan and 0.3 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 March 31, 2020, the liability for such awards is approximately $0.5 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:


	Three Months Ended March 31,
	2020		2019
Cost of revenues	$	752	$	686
Research and development	1,431		1,225
Selling, general and administrative	2,986		3,644
Total stock-based compensation expense	$	5,169	$	5,555

The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by award types, as follows:


	Three Months Ended March 31,
	2020		2019
Stock options	$	1,783	$	1,697
Restricted stock awards	3,334		3,798
Performance Based Cash Units	52		60

Total stock-based compensation before taxes	$	5,169	$	5,555
Tax benefit	$	924	$	1,058

The total stock-based compensation cost related to unvested equity awards as of March 31, 2020 was approximately $30.5 million. The expense is expected to be recognized over a weighted-average period of approximately 1.53 years.

The total stock-based compensation cost related to unvested performance based cash units as of March 31, 2020 was approximately $1.2 million. The expense is expected to be recognized over a weighted-average period of approximately 2.15 years.

Stock Options

There were no significant changes to the Company’s Stock Option Plans during the three months ended March 31, 2020.

The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock options. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows:


	Three Months Ended March 31,
	2020			2019
Expected stock price volatility	72.5		%	69.2		%
Risk-free interest rate	1.4		%	2.5		%
Expected life of options (in years)	4.45			4.23
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (grant date) of the options	$	3.09		$	3.95

The following table summarizes information about stock options outstanding as of March 31, 2020:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	4,922	$	14.54
Options Granted	1,524	5.43
Options Exercised	—	—
Options Cancelled	(132)	24.36
Outstanding at March 31, 2020	6,314	$	12.13	5.17	$	—
Vested at March 31, 2020	1,859	$	22.34	3.61	$	—
Exercisable at March 31, 2020	1,859	$	22.34	3.61	$	—

The total intrinsic value of stock options exercisable at March 31, 2020 and 2019 was nil and nil, respectively. The total intrinsic value of stock options exercised during the three months ended March 31, 2020 and 2019 was nil and nil, respectively.

Awards of Restricted Stock and Performance Stock

There were no significant changes to the Company’s restricted stock award (“Restricted Stock”) and performance stock plan during the three months ended March 31, 2020.

A summary of the Company’s unvested restricted stock at March 31, 2020, and changes during the three months ended March 31, 2020, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2019	3,375	$	8.68
Granted	248	5.24
Vested	(209)	14.40
Forfeited	(192)	7.83
Unvested at March 31, 2020	3,222	$	7.64

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 granted under the Company’s 2015 Plan vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors.

A summary of the Company’s unvested performance-based cash units at March 31, 2020 and changes during the three months ended March 31, 2020, is presented below:


Unvested Cash Units	Number of Units	Weighted- Average Period End Fair Value
Unvested at December 31, 2019	1,046	$	4.75
Granted	1,391	—
Vested	—	—
Forfeited	—	—
Unvested at March 31, 2020	2,437	$	3.05

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 at each reporting date.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the Net Operating Loss (“NOL”) provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss. The Company filed a carryback claim in the second quarter of 2020 for the NOL generated in tax year 2018, which will result in a refund of previously paid taxes. The carryback of the 2018 NOL will result in an increase in the Company’s 2019 tax liability, so the Company has also recorded an estimate of the additional 2019 current tax expense in the first quarter income tax provision. The estimated net income tax benefit associated with the 2018 NOL carryback is approximately $9 million, and this was recorded discretely in the first quarter income tax provision. The Company recognized approximately $12.4 million and $1.4 million in related income tax benefit during the three months ended March 31, 2020 and 2019, respectively. The effective tax rate was approximately 78.8% for the three months ended March 31, 2020. The effective tax rate was primarily driven by the impact of the new NOL carryback provisions discussed above and valuation allowances recorded in domestic and foreign jurisdictions, partially offset by the impact of permanent book-tax differences. The Company continues to consider all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of the assessment, no change was recorded by the Company to the valuation allowance during the three months ended March 31, 2020.

Restructuring

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring

The Company continues to execute certain restructurings to identify workforce optimization opportunities to better align the Company’s resources with its key strategic priorities. A summary of the Company’s restructuring accrual at March 31, 2020 and changes during the three months ended March 31, 2020, are presented below:


	Balance at December 31, 2019		Charges		Payments		Other Adjustments1		Balance at March 31, 2020
Employment termination costs	$	90	$	1,450	$	(223)	$	(1)	$	1,316

Earnings per Common Share (EPS)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings per Common Share (EPS)

Earnings per Common Share (“EPS”)

Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of the Company’s common stock for the year. The Company includes participating securities (Redeemable Convertible Preferred Stock - Participation with Dividends on Common Stock that contain preferred dividend) in the computation of EPS pursuant to the two-class method. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share from continued and discontinued operations.


	Three Months Ended March 31,
	2020		2019
Numerator - Basic:
Net loss from continuing operations	$	(3,350)	$	(19,737)
Net loss attributable to redeemable noncontrolling interests	(17)		(313)
Preferred stock dividend	(8,909)		(7,537)



Net loss attributable to Synchronoss	$	(12,276)	$	(27,587)

Numerator - Diluted:
Net loss from continuing operations attributable to Synchronoss	$	(12,276)	$	(27,587)
Income effect for interest on convertible debt, net of tax	—		—



Net loss attributable to Synchronoss	$	(12,276)	$	(27,587)

Denominator:
Weighted average common shares outstanding — basic	41,483		40,320
Dilutive effect of:
Shares from assumed conversion of convertible debt ¹	—		—
Shares from assumed conversion of preferred stock ²	—		—
Options and unvested restricted shares	—		—
Weighted average common shares outstanding — diluted	41,483		40,320


Earnings per share:
Basic	$	(0.30)	$	(0.68)



Diluted	$	(0.30)	$	(0.68)





Anti-dilutive stock options excluded	—		—
Unvested shares of restricted stock awards	3,222		2,365

________________________________

⁽¹⁾The calculation does not include the effect of assumed conversion of convertible debt of 1,957,105 shares for the three months ended March 31, 2019, which is based on 18.8072 shares per $1,000 principal amount of the Senior Convertible Notes.

⁽²⁾The calculation does not include the effect of assumed conversion of preferred stock of 12,503,264 and 10,843,394 shares, for the three months ended March 31, 2020 and 2019, respectively, which is based on 55.5556 shares per $1,000 principal amount of the preferred stock, because the effect would have been anti–dilutive.

Commitments, Contingencies and Other

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Other

Purchase Obligations

Aggregate annual future minimum payments under non-cancelable agreements are as follows:


As of March 31, 2020	Non-cancelable agreements
2020	$	19,628
2021	2,562
2022	2,207
2023 and thereafter	920
Total	$	25,317

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 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 to leave to amend its complaint. On August 14, 2019, lead plaintiff filed a second amended complaint. The second amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and it alleges, among other things, that the defendants made false and misleading statements of material information concerning the Company’s financial results, business operations, and prospects. On October 4, 2019, the defendants moved to dismiss the second amended complaint in its entirety, with prejudice. Defendants’ motion to dismiss is pending before the Court. The Company believes that the asserted claims lack merit and intends to defend against all of the claims vigorously. The plaintiff seeks unspecified damages, fees, interest, and costs. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the actions at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position or results of operations.

On September 15, 2017, October 24, 2017, October 27, 2017 and October 30, 2017, the Company’s shareholders filed derivative lawsuits against certain of its officers and directors and the Company (as nominal defendant) in the United States District Court for the District of New Jersey (the “Derivative Suits”). On May 24, 2018, the Court consolidated the Derivative Suits and appointed Lisa LeBoeuf as lead plaintiff. The lead plaintiff designated as the Operative Complaint the complaint she previously had filed on October 27, 2017, which alleges claims related to breaches of fiduciary duties and unjust enrichment.

The Operative Complaint’s allegations relate to substantially the same facts as those underlying the Securities Law Action described above. Plaintiff seeks unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. On 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, which motion is pending before the Court.

On March 7, 2019, Synchronoss shareholders, Beth Daniel and Juan Solis, filed a separate derivative lawsuit against certain of the Company’s current and former officers and directors and the Company (as nominal defendant) in the Court of Chancery of the State of Delaware, asserting substantially the same allegations as those underlying the Derivative Suits and the Securities Law Action described above. Plaintiffs seek unspecified damages and for the Company to take steps to improve its corporate governance and internal procedures. On May 20, 2019, the parties stipulated to a stay of the action pending a ruling on the pending motion to dismiss in the Derivative Suits. The Company believes that the asserted claims lack merit and intends to defend against all of the claims vigorously. Due to the inherent uncertainties of litigation, the Company cannot predict the outcome of the Derivative Suits at this time and can give no assurance that the asserted claims will not have a material adverse effect on our financial position or results of operations.

Except as set forth above, the Company is not currently subject to any legal proceedings that could have a material adverse effect on its operations; however, it may from time to time become a party to various legal proceedings arising in the ordinary course of its business. The Company is currently the plaintiff in several patent infringement cases. The defendants in several of these cases have filed counterclaims. Although the Company cannot predict the outcome of the cases at this time due to the inherent uncertainties of litigation, the Company continues to pursue its claims and believes that the counterclaims are without merit, and the Company intends to defend against all of such counterclaims.

Additional Financial Information

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Additional Financial Information

Other Income, net

The following table sets forth the components of included in the Other Income, net included in the Condensed Consolidated Statements of Operations:


	Three Months Ended March 31,
	2020		2019
FX gains (losses) ⁽¹⁾	$	(212)	$	157





Income from sale of intangible assets ⁽²⁾	1,843		—

Other ⁽³⁾	61		306
Total	$	1,692	$	463

________________________________

⁽¹⁾Fair value of foreign exchange gains and losses

⁽²⁾Represents gain on sale on the Company’s IP addresses

⁽³⁾Represents an aggregate of individually immaterial transactions

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Sequential Technology International, LLC Subsequent to March 31, 2020, the Company agreed to divest its equity interest in STIN. Please refer to Note 6. Investments in Affiliates and Related Transactions of this Quarterly Report on Form 10-Q for further detail. Preferred Dividends Subsequent to March 31, 2020, the Company paid in-kind the accrued Preferred Dividends of $8.2 million.

Basis of Presentation and Consolidation (Policies)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Issued Accounting Standards

Recent accounting pronouncements adopted

Standard

Description

Effect on the financial statements

ASU 2016-13, ASU 2019-4 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Date of adoption: January 1, 2020.

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes

The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2021.

Fair Value Measurements

•Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities;

•Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions.

Basis of Presentation and Consolidation (Tables)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Impact of new accounting standard

Recent accounting pronouncements adopted

Standard

Description

Effect on the financial statements

ASU 2016-13, ASU 2019-4 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Date of adoption: January 1, 2020.

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes

The Company is still evaluating these changes and does not anticipate any material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2021.

Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue


	Three Months Ended March 31, 2020														Three Months Ended March 31, 2019
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography
Americas	$	39,322	$	10,937	$	10,903	$	61,162	$	38,914	$	20,764	$	2,069	$	61,747
APAC	—		558		9,175		9,733		—		998		18,155		19,153
EMEA	1,722		1,257		3,248		6,227		1,796		1,089		4,320		7,205
Total	$	41,044	$	12,752	$	23,326	$	77,122	$	40,710	$	22,851	$	24,544	$	88,105

Service Line
Professional Services	$	4,161	$	4,536	$	5,230	$	13,927	$	3,718	$	4,303	$	12,487	$	20,508
Transaction Services	1,307		1,074		—		2,381		1,362		2,016		—		3,378
Subscription Services	35,576		7,002		10,617		53,195		35,594		16,402		9,165		61,161
License	—		140		7,479		7,619		36		130		2,892		3,058
Total	$	41,044	$	12,752	$	23,326	$	77,122	$	40,710	$	22,851	$	24,544	$	88,105

Significant changes in the contract liabilities balance

Significant changes in the contract liabilities balance (current and noncurrent) during the period are as follows (in thousands):


	Contract Liabilities*
Balance - January 1, 2020	$	87,799
Revenue recognized in the period	(74,882)
Amounts billed but not recognized as revenue	54,171


Balance - March 31, 2020	$	67,088

________________________________

* Comprised of Deferred Revenue

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities held and their related classifications under the fair value hierarchy

The following is a summary of assets, liabilities and redeemable noncontrolling interests and their related classifications under the fair value hierarchy:


	March 31, 2020
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	30,906	$	30,906	$	—	$	—



Total assets	$	30,906	$	30,906	$	—	$	—



Temporary equity
Redeemable noncontrolling interests ⁽³⁾	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500


	December 31, 2019
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	39,001	$	39,001	$	—	$	—
Marketable securities-short term ⁽²⁾	11		—		11		—

Total assets	$	39,012	$	39,001	$	11	$	—




Temporary Equity
Redeemable noncontrolling interests ⁽³⁾	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500

________________________________

⁽¹⁾Cash equivalents primarily included money market funds.

⁽²⁾Marketable securities are comprised of municipal bonds, certificates of deposit. corporate bonds, treasury bonds, and mutual funds.

⁽³⁾Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures.

Schedule of changes in fair value of Level 3

The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the three months ended March 31, 2020 were as follows:


Balance at December 31, 2019	$	12,500
Fair value adjustment	(17)
Net income attributable to redeemable noncontrolling interests	17
Balance at March 31, 2020	$	12,500

Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Operating assets and liabilities

The following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at March 31, 2020 (in thousands):



ROU assets:
Non-current operating lease ROU assets	$	52,576



Operating lease liabilities:
Current operating lease liabilities*	$	8,639
Non-current operating lease liabilities	59,085
Total operating lease liabilities	$	67,724

________________________________

* Amounts are included in Accrued Expenses on Condensed Consolidated Balance Sheets.

Components of lease expense and weighted average lease term and rates

The following table presents information about lease expense and sublease income for the three months ended March 31, 2020 (in thousands):


	Three Months Ended
	March 31, 2020
Operating lease cost*	$	3,050
Other lease costs and income:
Variable lease costs*	325
Sublease income*	(966)

Total net lease cost	$	2,409

________________________________

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of March 31, 2020:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	7.43
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0	%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the three months ended March 31, 2020 (in thousands):



Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	3,290
Lease liabilities arising from obtaining right-of-use assets	805

Maturities of operating lease liabilities


	Operating Leases
Remaining 2020	$	10,242
2021	13,077
2022	12,470
2023	10,168
2024	10,269
Thereafter	33,841
Total future lease payments	90,067
Less: amount representing interest	(22,343)
Present value of future lease payments (lease liability)	$	67,724

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Summary of Interest Expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2020		2019
Convertible Senior Notes
Amortization of debt issuance costs	$	—	$	155
Interest on borrowings	—		191

2019 Revolving Credit Facility
Amortization of debt issuance costs	16		—
Commitment fee	4		—
Interest on borrowings	14		—


Other	211		239
Total	$	245	$	585

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Accumulated Other Comprehensive (Loss) / Income (Tables)

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of changes in accumulated other comprehensive income (loss)

The changes in accumulated other comprehensive (loss) income during the three months ended March 31, 2020 were as follows:


	Balance at December 31, 2019		Other comprehensive loss		Tax effect		Balance at March 31, 2020
Foreign currency	$	(28,204)	$	(3,941)	$	—	$	(32,145)
Unrealized loss on intra-entity foreign currency transactions	(4,306)		(486)		114		(4,678)
Unrealized holding gains (losses) on marketable debt securities	(751)		751		—		—
Total	$	(33,261)	$	(3,676)	$	114	$	(36,823)

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2020

Stockholder's Equity

Series A preferred stock

A summary of the Company’s Series A Convertible Participating Perpetual Preferred Stock balance at March 31, 2020 and changes during the three months ended March 31, 2020, are presented below:


	Preferred Stock
	Shares	Amount
Balance at December 31, 2019	217	$	200,865
Issuance of preferred stock	8	—
Initial discount and issuance costs related to preferred stock	—	—
Amortization of preferred stock issuance costs	—	750
Issuance of preferred PIK dividend	—	7,873




Balance at March 31, 2020	225	$	209,488

Schedule of stock-based compensation

The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by operating expense categories, as follows:


	Three Months Ended March 31,
	2020		2019
Cost of revenues	$	752	$	686
Research and development	1,431		1,225
Selling, general and administrative	2,986		3,644
Total stock-based compensation expense	$	5,169	$	5,555

The following table summarizes stock-based compensation expense related to all of the Company’s stock awards included by award types, as follows:


	Three Months Ended March 31,
	2020		2019
Stock options	$	1,783	$	1,697
Restricted stock awards	3,334		3,798
Performance Based Cash Units	52		60

Total stock-based compensation before taxes	$	5,169	$	5,555
Tax benefit	$	924	$	1,058

Schedule of fair value assumptions

The weighted-average assumptions used in the Black-Scholes option pricing model are as follows:


	Three Months Ended March 31,
	2020			2019
Expected stock price volatility	72.5		%	69.2		%
Risk-free interest rate	1.4		%	2.5		%
Expected life of options (in years)	4.45			4.23
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (grant date) of the options	$	3.09		$	3.95

Schedule of information about stock options outstanding

The following table summarizes information about stock options outstanding as of March 31, 2020:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	4,922	$	14.54
Options Granted	1,524	5.43
Options Exercised	—	—
Options Cancelled	(132)	24.36
Outstanding at March 31, 2020	6,314	$	12.13	5.17	$	—
Vested at March 31, 2020	1,859	$	22.34	3.61	$	—
Exercisable at March 31, 2020	1,859	$	22.34	3.61	$	—

Restricted stock awards

Stockholder's Equity

Summary of unvested restricted stock and performance shares activity

A summary of the Company’s unvested restricted stock at March 31, 2020, and changes during the three months ended March 31, 2020, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2019	3,375	$	8.68
Granted	248	5.24
Vested	(209)	14.40
Forfeited	(192)	7.83
Unvested at March 31, 2020	3,222	$	7.64

Performance based cash units

Stockholder's Equity

Summary of unvested restricted stock and performance shares activity

A summary of the Company’s unvested performance-based cash units at March 31, 2020 and changes during the three months ended March 31, 2020, is presented below:


Unvested Cash Units	Number of Units	Weighted- Average Period End Fair Value
Unvested at December 31, 2019	1,046	$	4.75
Granted	1,391	—
Vested	—	—
Forfeited	—	—
Unvested at March 31, 2020	2,437	$	3.05

Restructuring (Tables)

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Summary of the restructuring accrual and changes

A summary of the Company’s restructuring accrual at March 31, 2020 and changes during the three months ended March 31, 2020, are presented below:


	Balance at December 31, 2019		Charges		Payments		Other Adjustments1		Balance at March 31, 2020
Employment termination costs	$	90	$	1,450	$	(223)	$	(1)	$	1,316

Earnings per Common Share (EPS) (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share


	Three Months Ended March 31,
	2020		2019
Numerator - Basic:
Net loss from continuing operations	$	(3,350)	$	(19,737)
Net loss attributable to redeemable noncontrolling interests	(17)		(313)
Preferred stock dividend	(8,909)		(7,537)



Net loss attributable to Synchronoss	$	(12,276)	$	(27,587)

Numerator - Diluted:
Net loss from continuing operations attributable to Synchronoss	$	(12,276)	$	(27,587)
Income effect for interest on convertible debt, net of tax	—		—



Net loss attributable to Synchronoss	$	(12,276)	$	(27,587)

Denominator:
Weighted average common shares outstanding — basic	41,483		40,320
Dilutive effect of:
Shares from assumed conversion of convertible debt ¹	—		—
Shares from assumed conversion of preferred stock ²	—		—
Options and unvested restricted shares	—		—
Weighted average common shares outstanding — diluted	41,483		40,320


Earnings per share:
Basic	$	(0.30)	$	(0.68)



Diluted	$	(0.30)	$	(0.68)





Anti-dilutive stock options excluded	—		—
Unvested shares of restricted stock awards	3,222		2,365

________________________________

Commitments, Contingencies and Other (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of aggregate annual future minimum lease payments under non-cancelable leases

Aggregate annual future minimum payments under non-cancelable agreements are as follows:


As of March 31, 2020	Non-cancelable agreements
2020	$	19,628
2021	2,562
2022	2,207
2023 and thereafter	920
Total	$	25,317

Additional Financial Information (Tables)

3 Months Ended

Mar. 31, 2020

Other Income and Expenses [Abstract]

Components of other (expense) income, net

The following table sets forth the components of included in the Other Income, net included in the Condensed Consolidated Statements of Operations:


	Three Months Ended March 31,
	2020		2019
FX gains (losses) ⁽¹⁾	$	(212)	$	157





Income from sale of intangible assets ⁽²⁾	1,843		—

Other ⁽³⁾	61		306
Total	$	1,692	$	463

________________________________

⁽¹⁾Fair value of foreign exchange gains and losses

⁽²⁾Represents gain on sale on the Company’s IP addresses

⁽³⁾Represents an aggregate of individually immaterial transactions

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Net revenues	$ 77,122	$ 88,105
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	13,927	20,508
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	2,381	3,378
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	53,195	61,161
License
Disaggregation of Revenue [Line Items]
Net revenues	7,619	3,058
Americas
Disaggregation of Revenue [Line Items]
Net revenues	61,162	61,747
APAC
Disaggregation of Revenue [Line Items]
Net revenues	9,733	19,153
EMEA
Disaggregation of Revenue [Line Items]
Net revenues	6,227	7,205
Cloud
Disaggregation of Revenue [Line Items]
Net revenues	41,044	40,710
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,161	3,718
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	1,307	1,362
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	35,576	35,594
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues	0	36
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	39,322	38,914
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	0	0
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,722	1,796
Digital
Disaggregation of Revenue [Line Items]
Net revenues	12,752	22,851
Digital \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,536	4,303
Digital \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	1,074	2,016
Digital \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	7,002	16,402
Digital \| License
Disaggregation of Revenue [Line Items]
Net revenues	140	130
Digital \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	10,937	20,764
Digital \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	558	998
Digital \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,257	1,089
Messaging
Disaggregation of Revenue [Line Items]
Net revenues	23,326	24,544
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	5,230	12,487
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	0
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	10,617	9,165
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues	7,479	2,892
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	10,903	2,069
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	9,175	18,155
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	$ 3,248	$ 4,320

Revenue - Contract Assets and Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Contract asset, balance	$ 4,900
Changes In Contract Liabilities [Roll Forward]
Contract liabilities, beginning balance	87,799
Revenue recognized in the period	(74,882)
Amounts billed but not recognized as revenue	54,171
Contract liabilities, ending balance	$ 67,088

Revenue - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 173.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, percent	86.70%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Remaining performance obligation, percent	86.70%

Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Assets
Cash, cash equivalents and restricted cash	$ 30,906	$ 39,001
Marketable securities-short term		11
Total assets	30,906	39,012
Temporary equity
Redeemable noncontrolling interests	12,500	12,500
Total temporary equity	12,500	12,500
Level 1
Assets
Cash, cash equivalents and restricted cash	30,906	39,001
Marketable securities-short term		0
Total assets	30,906	39,001
Temporary equity
Redeemable noncontrolling interests	0	0
Total temporary equity	0	0
Level 2
Assets
Cash, cash equivalents and restricted cash	0	0
Marketable securities-short term		11
Total assets	0	11
Temporary equity
Redeemable noncontrolling interests	0	0
Total temporary equity	0	0
Level 3
Assets
Cash, cash equivalents and restricted cash	0	0
Marketable securities-short term		0
Total assets	0	0
Temporary equity
Redeemable noncontrolling interests	12,500	12,500
Total temporary equity	$ 12,500	$ 12,500

Fair Value Measurements - Level 3 Redeemable Noncontrolling Interests (Details) - Redeemable Noncontrolling Interests $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests
Balance at December 31, 2019	$ 12,500
Fair value adjustment	(17)
Net income attributable to redeemable noncontrolling interests	17
Balance at March 31, 2020	$ 12,500

Leases - ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Non-current operating lease ROU assets	$ 52,576
Current operating lease liabilities	8,639
Non-current operating lease liabilities	59,085	$ 60,976
Total operating lease liabilities	$ 67,724

Leases - Components of Lease Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Leases [Abstract]
Operating lease cost	$ 3,050
Variable lease costs	325
Sublease income	(966)
Total net lease cost	$ 2,409

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Leases [Abstract]
Remaining 2020	$ 10,242
2021	13,077
2022	12,470
2023	10,168
2024	10,269
Thereafter	33,841
Total future lease payments	90,067
Less: amount representing interest	(22,343)
Present value of future lease payments (lease liability)	$ 67,724

Leases - Weighted Average Lease Term and Rates (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Leases [Abstract]
Weighted-average remaining lease term (years), weighted based on lease liability balances	7 years 5 months 4 days
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.00%
Cash paid for amounts included in the measurement of lease liabilities	$ 3,290
Lease liabilities arising from obtaining right-of-use assets	$ 805

Investments in Affiliates and Related Transactions (Details) - USD ($)	2 Months Ended	3 Months Ended
	May 21, 2020	Mar. 31, 2020
Sequential Technology International, LLC
Schedule of Equity Method Investments [Line Items]
Consideration received		$ 1,600,000
Sequential Technology International, LLC and AP Capital Holdings II, LLC \| Subsequent Event \| Loans Payable
Schedule of Equity Method Investments [Line Items]
Face amount	$ 9,000,000.0
Contingent consideration, liability	$ 16,000,000.0
Interest rate, as a percent	8.00%
Term	3 years
Sequential Technology International, LLC
Schedule of Equity Method Investments [Line Items]
Duration of services agreement		3 years

Debt - 2019 Revolving Credit Facility (Details) - USD ($)	Oct. 04, 2019	Mar. 31, 2020	Dec. 31, 2019
Line of Credit Facility [Line Items]
Outstanding balance under Revolving Credit Facility		$ 10,000,000	$ 0
Citizens Bank, N.A. \| Revolving Facility \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Borrowing capacity	$ 10,000,000.0
Commitment fee percentage	0.20%
Citizens Bank, N.A. \| Revolving Facility \| Line of Credit \| Credit Agreement \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.00%
Citizens Bank, N.A. \| Revolving Facility \| Line of Credit \| Credit Agreement \| Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Citizens Bank, N.A. \| Revolving Facility \| Line of Credit \| Credit Agreement \| LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 0	$ 155
Other	211	239
Total	245	585
2019 Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	0	155
Interest on borrowings	0	191
Line of Credit \| Revolving Facility
Debt Instrument [Line Items]
Amortization of debt issuance costs	16	0
Commitment fee	4	0
Interest on borrowings	$ 14	$ 0

Accumulated Other Comprehensive (Loss) / Income (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Changes in accumulated other comprehensive income (loss)
Beginning balance	$ 76,077
Ending balance	64,911
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss)
Beginning balance	(33,261)
Other comprehensive loss	(3,676)
Tax effect	114
Ending balance	(36,823)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(28,204)
Other comprehensive loss	(3,941)
Tax effect	0
Ending balance	(32,145)
Unrealized loss on intra-entity foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(4,306)
Other comprehensive loss	(486)
Tax effect	114
Ending balance	(4,678)
Unrealized holding gains (losses) on marketable debt securities
Changes in accumulated other comprehensive income (loss)
Beginning balance	(751)
Other comprehensive loss	751
Tax effect	0
Ending balance	$ 0

Stockholders' Equity - Additional Information (Details)		3 Months Ended
Stockholders' Equity - Additional Information (Details)	Feb. 15, 2018 USD ($) vote member director registration $ / shares shares	Mar. 31, 2020 USD ($) vote $ / shares shares	Dec. 31, 2019 $ / shares shares
Class of Stock [Line Items]
Dividends \| $		$ 0
Preferred stock, shares issued (in shares) \| shares		225,000	225,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares) \| shares		225,059	225,000
Preferred stock, dividends (in shares) \| shares		40,059
Dividend rate, percentage	14.50%
Convertible preferred stock, conversion ratio	55.5556
Convertible preferred stock, conversion price per share (in dollars per share) \| $ / shares	$ 18.00
Number of elected directors \| director	4
Number of board of director members \| director	10
Number of board of director members elected by preferred stock holders \| director	2
Number of board of directors agreed upon to be elected meeting independence criteria \| director	4
Number of board of directors elected meeting independence criteria \| director	2
Minimum number of board of director members that preferred stock holders can appoint pursuant to certification \| director	1
Maximum ownership threshold allowed for director election rights, percent	30.00%
Demand registrations allowed under agreement \| registration	3
Demand registrations allowed under agreement annually \| registration	2
Demand registration, minimum percentage of shares	10.00%
2015 Plan
Class of Stock [Line Items]
Number of shares available for grant (in shares) \| shares		300,000
Liability, accrued expenses, non-vested \| $		$ 500,000
2017 New Hire Plan
Class of Stock [Line Items]
Number of shares available for grant (in shares) \| shares		300,000
Chief Executive Officer
Class of Stock [Line Items]
Number of elected directors \| director	1
Board of Directors Chairman
Class of Stock [Line Items]
Number of elected directors \| director	1
Ten Percent or Greater Ownership
Class of Stock [Line Items]
Number of elected directors \| member	2
Preferred stock, ownership percentage	10.00%
Greater than Five and Less than Ten Percent Ownership
Class of Stock [Line Items]
Number of elected directors \| member	1
Greater than Five and Less than Ten Percent Ownership \| Minimum
Class of Stock [Line Items]
Preferred stock, ownership percentage	5.00%
Greater than Five and Less than Ten Percent Ownership \| Maximum
Class of Stock [Line Items]
Preferred stock, ownership percentage	10.00%
Silver Private Holdings I, LLC
Class of Stock [Line Items]
Preferred stock, shares issued (in shares) \| shares	185,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares	$ 1,000
Consideration received on transaction \| $	$ 97,700,000
Number of shares repurchased under program (in shares) \| shares	5,994,667
Fair value, approval threshold \| $	$ 10,000,000.0
Fair market value of transaction, individual \| $	5,000,000.0
Fair market value of transaction, aggregate \| $	10,000,000.0
Capital expenditure threshold \| $	$ 25,000,000.0
Percentage ownership after conversion	19.90%
Voting percentage threshold of ownership	19.99%
Minimum number of board of director members that preferred stock holders can appoint pursuant to certification \| director	2
Common Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote		1
Series A Preferred Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote	1
Preferred stock, shares issued (in shares) \| shares		185,000
Preferred stock, redemption period	30 months
Preferred stock, liquidation preference \| $		$ 243,100,000
Preferred stock, redemption amount \| $		$ 243,100,000

Stockholders' Equity - Preferred Stock (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	May 21, 2020	Mar. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)	225,059	225,000
Ending balance (in shares)		225,059
Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)	225,000	217,000
Issuance of preferred stock (in shares)		8,000
Initial discount and issuance costs related to preferred stock (in shares)		0
Amortization of preferred stock issuance costs (in shares)		0
Issuance of preferred PIK dividend (in shares)		0
Ending balance (in shares)		225,000
Beginning balance	$ 209,488	$ 200,865
Issuance of preferred stock		0
Initial discount and issuance costs related to preferred stock		0
Amortization of preferred stock issuance costs		750
Issuance of preferred PIK dividend		7,873
Ending balance		$ 209,488
Subsequent Event
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred dividends, paid-in-kind	$ 8,200

Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 5,169	$ 5,555
Tax benefit	924	1,058
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 30,500
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 6 months 10 days
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,783	1,697
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	3,334	3,798
Performance Based Cash Units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	52	60
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 1,200
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	2 years 1 month 24 days
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 752	686
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	1,431	1,225
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 2,986	$ 3,644

Stockholders' Equity - Black-Scholes Assumptions (Details) - Stock options - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Weighted-average assumptions
Expected stock price volatility	72.50%	69.20%
Risk-free interest rate	1.40%	2.50%
Expected life of options (in years)	4 years 5 months 12 days	4 years 2 months 23 days
Expected dividend yield	0.00%	0.00%
Weighted-average fair value (grant date) of the options (in dollars per share)	$ 3.09	$ 3.95

Stockholders' Equity - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Number of Options
Options outstanding at the beginning of the period (in shares)	4,922
Options Granted (in shares)	1,524
Options Exercised (in shares)	0
Options Cancelled (in shares)	(132)
Options outstanding at the end of the period (in shares)	6,314
Vested (in shares)	1,859
Exercisable (in shares)	1,859
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 14.54
Options Granted (in dollars per share)	5.43
Options Exercised (in dollars per share)	0
Options Cancelled (in dollars per share)	24.36
Balance at the end of the period (in dollars per share)	12.13
Vested (in dollars per share)	22.34
Exercisable (in dollars per share)	$ 22.34
Weighted-Average Remaining Contractual Term (Years)
Outstanding	5 years 2 months 1 day
Vested	3 years 7 months 9 days
Exercisable	3 years 7 months 9 days
Aggregate Intrinsic Value
Outstanding	$ 0
Vested	0
Exercisable	0
Additional disclosures related to stock options
Total intrinsic value for stock options exercisable	0	$ 0
Total intrinsic value for stock options exercised	$ 0	$ 0

Stockholders' Equity - Restricted Stock and Performance Stock (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Restricted stock awards
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	3,375
Granted (in shares) \| shares	248
Vested (in shares) \| shares	(209)
Forfeited (in shares) \| shares	(192)
Non-vested at the end of the period (in shares) \| shares	3,222
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 8.68
Granted (in dollars per share) \| $ / shares	5.24
Vested (in dollars per share) \| $ / shares	14.40
Forfeited (in dollars per share) \| $ / shares	7.83
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 7.64
Performance based cash units
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	1,046
Granted (in shares) \| shares	1,391
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Non-vested at the end of the period (in shares) \| shares	2,437
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 4.75
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 3.05
Performance based cash units \| 2015 Plan
Weighted- Average Grant Date Fair Value
Vesting period (in years)	3 years

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income tax benefit, operating loss carryback	$ 9,000
Benefit for income taxes	$ 12,432	$ 1,391
Effective tax rate	78.80%

Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended
Restructuring (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2019
Restructuring accrual and changes
Beginning balance	$ 90
Charges	1,450	$ 421
Payments	(223)
Other Adjustments	(1)
Ending balance	$ 1,316

Earnings per Common Share (EPS) (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2019 USD ($) $ / shares shares
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Net loss continuing operations \| $	$ (3,350)	$ (19,737)
Net loss attributable to redeemable noncontrolling interests \| $	(17)	(313)
Preferred stock dividend \| $	(8,909)	(7,537)
Net loss attributable to Synchronoss \| $	(12,276)	(27,587)
Net loss from continuing operations attributable to Synchronoss \| $	(12,276)	(27,587)
Income effect for interest on convertible debt, net of tax \| $	0	0
Net loss attributable to Synchronoss \| $	$ (12,276)	$ (27,587)
Weighted-average common shares outstanding:
Weighted average common shares outstanding - basic (in shares)	41,483,000	40,320,000
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Shares from assumed conversion of convertible debt (in shares)	0	0
Shares from assumed conversion of preferred stock (in shares)	0	0
Options and unvested restricted shares (in shares)	0	0
Weighted average common shares outstanding - diluted (in shares)	41,483,000	40,320,000
Earnings per share
Basic (in dollars per share) \| $ / shares	$ (0.30)	$ (0.68)
Diluted (in dollars per share) \| $ / shares	$ (0.30)	$ (0.68)
Stock options
Earnings per share
Anti-dilutive stock options excluded (in shares)	0	0
Restricted stock awards
Earnings per share
Anti-dilutive stock options excluded (in shares)	3,222,000	2,365,000
Convertible debt securities \| Senior Notes \| 2019 Notes
Earnings per share
Anti-dilutive stock options excluded (in shares)		1,957,105
Conversion ratio	0.0188072
Preferred stock
Earnings per share
Anti-dilutive stock options excluded (in shares)	12,503,264	10,843,394
Conversion ratio	0.0555556

Commitments, Contingencies and Other (Details) $ in Thousands	1 Months Ended
	Jun. 14, 2017 complaint	Mar. 31, 2020 USD ($)
Loss Contingencies [Line Items]
2020		$ 19,628
2021		2,562
2022		2,207
2023 and thereafter		920
Total		$ 25,317
The Securities Law Actions \| Pending Litigation
Loss Contingencies [Line Items]
Number of complaints filed \| complaint	4

Additional Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other Income and Expenses [Abstract]
FX gains (losses)	$ (212)	$ 157
Income from sale of intangible assets	1,843	0
Other	61	306
Total	$ 1,692	$ 463

Subsequent Events (Details) $ in Millions	2 Months Ended
Subsequent Events (Details) $ in Millions	May 21, 2020 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Preferred dividends, paid-in-kind	$ 8.2

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (768,000)
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	3,573,000
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(768,000)
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 3,573,000