0001131554-22-000027 | 10-Q | XBRL Viewer | Synchronoss Technologies INC

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Debt - Offering of Senior Notes (Details) - Senior Notes - 2021 Non-Convertible Senior Notes due 2026: - USD ($)	Oct. 25, 2021	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal amount	$ 18,000,000	$ 120,000,000		$ 16,100,000
Interest rate, as a percent	8.375%
Par value (in dollars per share)		25.00
Amount issued inclusive of underwriters' option to purchase		125,000,000
Amount issued to underwriters		$ 5,000,000
Sales agent compensation, percentage	2.00%
Principal amount redeemed		100.00%
Percentage of debt holders demand full repayment on debt default amount		25.00%
Long-term debt fair value			$ 119,900,000
On or after June 30, 2022 and prior to June 30, 2023
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		$ 25.75
On or after June 30, 2023 and prior to June 30, 2024
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		25.50
On or after June 30, 2024 and prior to June 30, 2025
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		$ 25.25

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events to be updated

Fair Value Measurements - Assets and Liabilities Held and their Related Classifications Under the Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 21,727	$ 31,504
Total assets	21,727	31,504
Temporary Equity
Redeemable noncontrolling interests	12,500	12,500
Total temporary equity	12,500	12,500
(Level 1)
Assets
Cash and cash equivalents	21,727	31,504
Total assets	21,727	31,504
Temporary Equity
Redeemable noncontrolling interests	0	0
Total temporary equity	0	0
(Level 2)
Assets
Cash and cash equivalents	0	0
Total assets	0	0
Temporary Equity
Redeemable noncontrolling interests	0	0
Total temporary equity	0	0
(Level 3)
Assets
Cash and cash equivalents	0	0
Total assets	0	0
Temporary Equity
Redeemable noncontrolling interests	12,500	12,500
Total temporary equity	$ 12,500	$ 12,500

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
(Provision) benefit for income taxes	$ (128)	$ 163
Effective income tax rate	(4.40%)	(1.30%)
Income tax refund received	$ 4,300

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Basis of Presentation and Consolidation (Details) $ in Millions	Mar. 08, 2022 USD ($)
Digital Experience Platform and Activations Solution \| Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture consideration	$ 14

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
2022	$ 7,809
2023	8,450
2024	8,302
2025	8,134
2026	7,957
Thereafter	10,501
Total future lease payments	51,153
Less: amount representing interest	(10,113)
Present value of future lease payments (lease liability)	$ 41,040

Accumulated Other Comprehensive (Loss) / Income

3 Months Ended

Mar. 31, 2022

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, 2022 were as follows:


	Balance at December 31, 2021		Other comprehensive (loss) income		Tax effect		Balance at March 31, 2022
Foreign currency	$	(29,350)	$	(3,159)	$	—	$	(32,509)
Unrealized loss on intra-entity foreign currency transactions	(3,635)		29		(11)		(3,617)

Total	$	(32,985)	$	(3,130)	$	(11)	$	(36,126)

Restructuring

3 Months Ended

Mar. 31, 2022

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, 2022 and changes during the three months ended March 31, 2022, are presented below:


	Balance at December 31, 2021		Charges		Payments		Other Adjustments		Balance at March 31, 2022
Employment termination costs	$	3,247	$	685	$	(1,836)	$	(11)	$	2,085

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized an income tax expense of approximately $0.1 million and an income tax benefit of approximately $0.2 million during the three months ended March 31, 2022 and 2021, respectively. The effective tax rate was approximately (4.4)% for the three months ended March 31, 2022, which was lower than the U.S. federal statutory rate primarily due to pre-tax losses in jurisdictions where full valuation allowances have been recorded and certain foreign jurisdictions projecting current income tax expense. This decrease was partially offset by a discrete income tax benefit recorded in the period associated with the release of certain reserves for uncertain tax benefits. The Company’s effective tax rate was approximately 1.3% for the three months ended March 31, 2021, which was lower than the U.S. federal statutory rate primarily due to pre-tax losses in jurisdictions where full valuation allowances have been recorded and in zero rate jurisdictions. The Company continues to consider all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of the assessment, no change was recorded by the Company to the valuation allowance during the three months ended March 31, 2022. On March 11, 2021 the American Rescue Plan Act ("ARPA") was signed into law which is aimed at addressing the continuing economic and health impacts of the COVID-19 pandemic. This legislation relief, along with the previous governmental relief packages provide for numerous changes to current tax law. The ARPA does not have a material impact on the Company’s financial statements in the period ending March 31, 2022. During 2021 the Internal Revenue Service commenced an audit of certain of the Company’s prior year U.S. federal income tax filings, including the 2015 through 2020 tax years. The audit is currently ongoing and the Company does not believe that the results of this audit will have a material effect on its financial position or results of operations. Subsequent to March 31, 2022, the Company received $4.3 million in federal tax refunds. There is no change to the Company’s position on the remaining tax refunds.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Additional Financial Information (Tables)

3 Months Ended

Mar. 31, 2022

Other Income and Expenses [Abstract]

Schedule of Components of Other Income (expense), Net

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


	Three Months Ended March 31,
	2022		2021
FX gains (losses)1	$	1,718	$	(3,274)


Other2	(14)		(122)
Total	$	1,704	$	(3,396)

________________________________

1 Fair value of foreign exchange gains and losses

2 Represents an aggregate of individually immaterial transactions

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	21,727	$	21,727	$	—	$	—


Total assets	$	21,727	$	21,727	$	—	$	—



Temporary equity
Redeemable noncontrolling interests1	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500


	December 31, 2021
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	31,504	$	31,504	$	—	$	—


Total assets	$	31,504	$	31,504	$	—	$	—



Temporary Equity
Redeemable noncontrolling interests1	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500

________________________________

1 Put arrangements held by the noncontrolling interests in certain of the Company’s joint venture.

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, 2022 were as follows:


	Redeemable noncontrolling interests
Balance at December 31, 2021	$	12,500
Fair value adjustment	(115)
Net loss attributable to redeemable noncontrolling interests	115
Balance at March 31, 2022	$	12,500

Restructuring - Restructuring Accrual and Changes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring accrual and changes
Charges	$ 685	$ 713
Employment termination costs
Restructuring accrual and changes
Balance at December 31, 2021	3,247
Charges	685
Payments	(1,836)
Other Adjustments	(11)
Balance at March 31, 2022	$ 2,085

Earnings per Common Share (EPS) (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of the Numerator and Denominator Used in Computing Basic and Diluted Net Income Attributable to Common Stockholders Per Common Share

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


	Three Months Ended March 31,
	2022		2021
Numerator - Basic:
Net loss from operations	$	(3,037)	$	(12,366)
Net (loss) income attributable to redeemable noncontrolling interests	(115)		336
Preferred stock dividend	(2,438)		(10,530)



Net loss attributable to Synchronoss	$	(5,590)	$	(22,560)

Numerator - Diluted:
Net loss from operations attributable to Synchronoss	$	(5,590)	$	(22,560)




Net loss attributable to Synchronoss	$	(5,590)	$	(22,560)

Denominator:
Weighted average common shares outstanding — basic	85,866		42,737








Earnings (loss) per share:
Basic	$	(0.07)	$	(0.53)



Diluted	$	(0.07)	$	(0.53)





Anti-dilutive stock options excluded	—		—

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	88,244,000	88,305,000
Common stock, shares outstanding (in shares)	88,244,000	88,305,000
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	150,000	150,000
Preferred stock, shares issued (in shares)	75,000	75,000
Preferred stock, shares outstanding (in shares)	75,000	75,000

Debt - 2019 Revolving Credit Facility (Details) - Revolving Facility	Oct. 04, 2019 USD ($)
Line of Credit Facility [Line Items]
Borrowing capacity	$ 10,000,000
Debt, floor interest rate	0.50%
Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%

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, 2020		51,177	7,162
Beginning balance at Dec. 31, 2020	$ 43,282	$ 5	$ (82,087)	$ 499,348	$ (28,213)	$ (345,771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	2,813			2,813
Issuance of restricted stock (in shares)		(154)
Preferred stock dividend	(9,407)			(9,407)
Amortization of preferred stock issuance costs	(1,123)			(1,123)
Net income (loss) attributable to Synchronoss	(12,366)					(12,366)
Non-controlling interest	0			(336)		336
Total other comprehensive income (loss)	(1,136)				(1,136)
Ending balance (in shares) at Mar. 31, 2021		51,331	7,162
Ending balance at Mar. 31, 2021	$ 22,063	$ 5	$ (82,087)	491,295	(29,349)	(357,801)
Beginning balance (in shares) at Dec. 31, 2021	88,305	88,305	0
Beginning balance at Dec. 31, 2021	$ 90,823	$ 9	$ 0	492,512	(32,985)	(368,713)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	1,777			1,777
Issuance of restricted stock (in shares)		(61)
Issuance of restricted stock	0
Preferred stock dividend	(2,438)			(2,438)
Net income (loss) attributable to Synchronoss	(3,037)					(3,037)
Non-controlling interest	0			115		(115)
Total other comprehensive income (loss)	$ (3,141)				(3,141)
Ending balance (in shares) at Mar. 31, 2022	88,244	88,244	0
Ending balance at Mar. 31, 2022	$ 83,984	$ 9	$ 0	$ 491,966	$ (36,126)	$ (371,865)

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended March 31, 2022								Three Months Ended March 31, 2021
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography:
Americas	$	39,715	$	10,455	$	2,692	$	52,862	$	37,031	$	11,240	$	3,516	$	51,787
APAC	56		759		6,816		7,631		—		1,128		6,700		7,828
EMEA	1,730		950		2,693		5,373		1,865		609		3,410		5,884
Total	$	41,501	$	12,164	$	12,201	$	65,866	$	38,896	$	12,977	$	13,626	$	65,499

Service Line:
Professional Services	$	3,354	$	1,636	$	3,141	$	8,131	$	3,925	$	2,111	$	2,611	$	8,647
Transaction Services	336		1,028		23		1,387		1,975		2,268		1		4,244
Subscription Services	37,811		8,210		8,515		54,536		32,996		8,433		10,614		52,043
License	—		1,290		522		1,812		—		165		400		565
Total	$	41,501	$	12,164	$	12,201	$	65,866	$	38,896	$	12,977	$	13,626	$	65,499

Schedule of Significant Changes in the Contract Liabilities Balance

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


	Contract Liabilities1
Balance - January 1, 2022	$	22,916
Revenue recognized in the period	(65,860)
Amounts billed but not recognized as revenue	63,181


Balance - March 31, 2022	$	20,237

________________________________

1 Comprised of Deferred Revenue

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Operating Assets and Liabilities

The following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at March 31, 2022:



ROU assets:
Non-current operating lease ROU assets	$	24,606



Operating lease liabilities:
Current operating lease liabilities1	$	7,026
Non-current operating lease liabilities	34,014
Total operating lease liabilities	$	41,040

________________________________

1 Amounts are included in Accrued Expenses on the Condensed Consolidated Balance Sheet.

Schedule of Components of Lease Expense and Weighted Average Lease Term and Rates

The following table presents information about lease expense and sublease income for the three months ended March 31, 2022:



Operating lease cost1	$	2,042
Other lease costs and income:
Variable lease costs1	435
Operating lease impairments1, 2	443
Sublease income1	(646)

Total net lease cost	$	2,274

________________________________

1 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.

2 As part of the Company’s continued cost savings initiatives, the Company closed certain office spaces and terminated various lease agreements. These actions resulted in $0.4 million ROU asset impairment charge for the period, which was determined by the present value of the forecasted future cash flows for the remaining lease term.

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of March 31, 2022:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances			5.69
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments			8.2%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the three months ended March 31, 2022:



Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	2,603

Schedule of Maturities of Operating Lease Liabilities

The following table provides the undiscounted amount of future cash flows included in our lease liabilities at March 31, 2022 for each of the five years subsequent to December 31, 2021 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at March 31, 2022:


	Operating Leases
2022	$	7,809
2023	8,450
2024	8,302
2025	8,134
2026	7,957
Thereafter	10,501
Total future lease payments	51,153
Less: amount representing interest	(10,113)
Present value of future lease payments (lease liability)	$	41,040

Investments in Affiliates and Related Transactions	3 Months Ended
Investments in Affiliates and Related Transactions	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Investments in Affiliates and Related Transactions	Investments in Affiliates and Related Transactions Sequential Technology International, LLC In connection with the divestiture of the exception handling business of the Company in 2017, Synchronoss entered into a three-year Cloud Telephony and Support services agreement (“CTS Agreement”) to grant Sequential Technology International, LLC (“STIN”) access to certain Synchronoss software and private branch exchange systems to facilitate exception handling operations required to support STIN customers. The CTS agreement expired in the first quarter of 2020. At the time of the expiration, the Company entered into an Asset Purchase Agreement with STIN. As part of the agreement, the Company received $1.6 million in exchange for certain hardware and system assets for the cloud telephony and remaining support service business. During the second quarter of 2020, the Company entered into an agreement with STIN and AP Capital Holdings II, LLC (“APC”) to divest its remaining equity interest in STIN as well as settle its paid-in-kind purchase money note (“PIK note”) and certain amounts due as of December 31, 2019 in consideration for a $9.0 million secured promissory note (the “Note”), which includes contingent consideration of up to $16.0 million. The Note has an 8% interest rate and a 3-year stated term. As part of the arrangement, APC acquired a majority stake of STIN. Additionally, in the event of a sale of STIN by APC and STIN at a future date, the Company shall receive 5% of such sale proceeds, after reducing the sale proceeds by any outstanding amounts of the above Note, including any earned contingent consideration. The Company determined the fair value of the Note as of the transaction date to be approximately $4.8 million. The Company determined the fair value of the Note using a discounted cash flow analysis, which discounts the expected future cash flows of the asset to determine its fair value. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. No gain or loss was recognized as a result of the transaction. As of March 31, 2022, the Company reassessed the fair value of the Note and there were no material changes.

Leases - Weighted Average Lease Term and Rates (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases [Abstract]
Weighted-average remaining lease term (years), weighted based on lease liability balances	5 years 8 months 8 days
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.20%
Cash paid for amounts included in the measurement of lease liabilities	$ 2,603

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,727	$ 31,504
Accounts receivable, net	48,172	47,586
Prepaid & other current assets	46,738	42,901
Total current assets	116,637	121,991
Non-current assets:
Property and equipment, net	5,945	6,979
Operating lease right-of-use assets	24,606	26,399
Goodwill	223,712	224,577
Intangible assets, net	58,323	60,335
Loan receivable	4,834	4,834
Other assets, non-current	5,027	5,619
Total non-current assets	322,447	328,743
Total assets	439,084	450,734
Current liabilities:
Accounts payable	12,095	11,097
Accrued expenses	60,027	61,916
Deferred revenues, current	19,468	22,368
Total current liabilities	91,590	95,381
Long-term debt, net of debt issuance costs	133,462	133,104
Deferred tax liabilities	559	560
Deferred revenues, non-current	769	548
Leases, non-current	34,498	36,095
Other non-current liabilities	9,217	9,218
Total liabilities	270,095	274,906
Commitments and contingencies:
Redeemable noncontrolling interest	12,500	12,500
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000 shares authorized, 88,244 and 88,305 issued and outstanding at March 31, 2022 and December 31, 2021, respectively	9	9
Additional paid-in capital	491,966	492,512
Accumulated other comprehensive loss	(36,126)	(32,985)
Accumulated deficit	(371,865)	(368,713)
Total stockholders’ equity	83,984	90,823
Total liabilities and stockholders’ equity	439,084	450,734
Series B Preferred Stock
Current liabilities:
Series B Non-Convertible Perpetual Preferred Stock, $0.0001 par value; 150 shares authorized, 75 and 75 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	$ 72,505	$ 72,505

Restructuring (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of the Restructuring Accrual and Changes

A summary of the Company’s restructuring accrual at March 31, 2022 and changes during the three months ended March 31, 2022, are presented below:


	Balance at December 31, 2021		Charges		Payments		Other Adjustments		Balance at March 31, 2022
Employment termination costs	$	3,247	$	685	$	(1,836)	$	(11)	$	2,085

Capital Structure - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,927	$ 2,721
Tax benefit	377	497
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 7,300
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 1 month 6 days
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 794	955
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	878	1,710
Performance Based Cash Units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	255	56
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 1,000
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 6 months
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 221	478
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	556	855
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,150	$ 1,388

Commitments, Contingencies and Other

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Other

Non-cancelable agreements

The Company has various non-cancelable arrangements such as services for hosting, support, and software that expire at various dates, with the latest expiration in 2025.

Aggregate annual future minimum payments under non-cancelable agreements as of March 31, 2022 are as follows:


Year	Non-cancelable agreements
2022	$	16,473
2023	16,294
2024	13,343
2025	9,699
Total	$	55,809

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.

In the third quarter of 2017, the SEC and Department of Justice initiated investigations in connection with the June 2017 Announcement and certain transactions that the Company restated in the third quarter of 2018. The Company has received subpoenas, produced documents, and provided additional information to the government in connection with those investigations. On June 22, 2021, the Securities and Exchange Commission (“SEC”) staff verbally notified the Company that the staff has made a preliminary determination to recommend that the SEC initiate an enforcement action against the Company. This is in connection with certain financial transactions that the Company effected in 2015 and 2016 and its disclosure of and accounting for such transactions, which the Company restated in the third quarter of 2018 in its restated annual and quarterly financial statements for 2015 and 2016. That restatement followed the Company’s announcement, on June 13, 2017 (the “June 2017 Announcement”), that certain of its prior financial statements would need to be restated. Certain individuals, including certain former members of Synchronoss’ management team, received similar notifications. The Company remains in discussions with the SEC staff regarding the prospect of resolving this matter through settlement. If the Company is unable to resolve this matter through settlement then it would expect to receive a “Wells notice” from the SEC staff in connection with this matter. Although a Wells notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law, it is a formal notice that the SEC intends to bring an enforcement action against the recipient. Upon receipt of a Wells notice, the recipient has the opportunity to respond to the SEC staff’s position before any formal enforcement action is taken. Due to the inherent uncertainties of government investigations, the Company cannot predict the outcome of these government investigations or the SEC staff’s preliminary determination at this time and can give no assurance that the asserted claims will not have a material adverse effect on its financial position, prospects, or results of operations.

Except as set forth above, the Company is not currently subject to any other legal proceedings that could have a material adverse effect on its operations; however, the Company may from time to time become a party to various legal proceedings arising in the ordinary course of our business.

Revenue

3 Months Ended

Mar. 31, 2022

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 TMT sector.


	Three Months Ended March 31, 2022								Three Months Ended March 31, 2021
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography:
Americas	$	39,715	$	10,455	$	2,692	$	52,862	$	37,031	$	11,240	$	3,516	$	51,787
APAC	56		759		6,816		7,631		—		1,128		6,700		7,828
EMEA	1,730		950		2,693		5,373		1,865		609		3,410		5,884
Total	$	41,501	$	12,164	$	12,201	$	65,866	$	38,896	$	12,977	$	13,626	$	65,499

Service Line:
Professional Services	$	3,354	$	1,636	$	3,141	$	8,131	$	3,925	$	2,111	$	2,611	$	8,647
Transaction Services	336		1,028		23		1,387		1,975		2,268		1		4,244
Subscription Services	37,811		8,210		8,515		54,536		32,996		8,433		10,614		52,043
License	—		1,290		522		1,812		—		165		400		565
Total	$	41,501	$	12,164	$	12,201	$	65,866	$	38,896	$	12,977	$	13,626	$	65,499

Trade Accounts Receivable and Contract balances

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

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if it records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract assets balance at March 31, 2022 is $12.5 million.

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

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

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


	Contract Liabilities1
Balance - January 1, 2022	$	22,916
Revenue recognized in the period	(65,860)
Amounts billed but not recognized as revenue	63,181


Balance - March 31, 2022	$	20,237

________________________________

1 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, 2022. 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, 2022, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $184.4 million, of which approximately 91.5 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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section 50
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-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 12
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Fair Value Measurements - Level 3 Redeemable Noncontrolling Interests (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests
Balance at December 31, 2021	$ 12,500
Fair value adjustment	(115)
Net loss attributable to redeemable noncontrolling interests	115
Balance at March 31, 2022	$ 12,500

Leases

3 Months Ended

Mar. 31, 2022

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 Company reflects finance leases as a component of Leases, non-current on the Condensed Consolidated Balance Sheet. The finance leases were not material for the period ended March 31, 2022.

The following table presents information about the Company's Right of Use (ROU) assets and lease liabilities at March 31, 2022:



ROU assets:
Non-current operating lease ROU assets	$	24,606



Operating lease liabilities:
Current operating lease liabilities1	$	7,026
Non-current operating lease liabilities	34,014
Total operating lease liabilities	$	41,040

________________________________

1 Amounts are included in Accrued Expenses on the Condensed Consolidated Balance Sheet.

The following table presents information about lease expense and sublease income for the three months ended March 31, 2022:



Operating lease cost1	$	2,042
Other lease costs and income:
Variable lease costs1	435
Operating lease impairments1, 2	443
Sublease income1	(646)

Total net lease cost	$	2,274

________________________________


	Operating Leases
2022	$	7,809
2023	8,450
2024	8,302
2025	8,134
2026	7,957
Thereafter	10,501
Total future lease payments	51,153
Less: amount representing interest	(10,113)
Present value of future lease payments (lease liability)	$	41,040

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases as of March 31, 2022:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances			5.69
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments			8.2%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the three months ended March 31, 2022:



Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	2,603

Commitments, Contingencies and Other - Aggregate Annual Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 16,473
2023	16,294
2024	13,343
2025	9,699
Total	$ 55,809

Debt - Carrying Amounts (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Oct. 25, 2021
Debt Instrument [Line Items]
Unamortized discount and debt issuance cost	$ (7,615)	$ (7,973)
Carrying value of Senior Notes	133,462	133,104
2021 Non-Convertible Senior Notes due 2026: \| Senior Notes
Debt Instrument [Line Items]
Interest rate, as a percent			8.375%
8.375% Senior Notes due 2026	$ 141,077	$ 141,077

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Basis of Presentation and Consolidation (Policies)

3 Months Ended

Mar. 31, 2022

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, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022.

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.

Risks and Uncertainties

There continue to be uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While the pandemic did not materially affect the Company’s financial results and business operations for the three months ended March 31, 2022, 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 2021-04 Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)

The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic.

We adopted this standard on January 1, 2022. The Company evaluated these changes and concluded that they did not have any material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2022.

ASU 2021-05 Leases (Topic 842). Lessors—Certain Leases with Variable Lease Payments

The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. FASB amends lessor classification guidance to prevent selling losses on leases with variable payments.

Date of adoption: January 1, 2022.

ASU 2021-08 Business Combinations (Topic 805). Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers

The amendments in this Update primarily address the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. However, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets.

Date of adoption: January 1, 2022.

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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net loss continuing operations	$ (3,037)	$ (12,366)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,034	9,867
Amortization of debt issuance costs	335	0
Loss on Disposals of fixed assets	0	(9)
Amortization of bond discount (premium)	22	0
Deferred income taxes	(11)	(1,037)
Stock-based compensation	1,927	2,721
Operating lease impairment, net	443	555
Changes in operating assets and liabilities:
Accounts receivable, net	(703)	3,214
Prepaid expenses and other current assets	(3,969)	(445)
Accounts payable	1,019	3,752
Accrued expenses	(2,356)	(3,762)
Deferred revenues	(2,617)	(6,648)
Other liabilities	(1,780)	6,419
Net cash (used in) provided by operating activities	(2,693)	2,261
Investing activities:
Purchases of fixed assets	(154)	(721)
Additions to capitalized software	(5,245)	(5,042)
Net cash used in investing activities	(5,399)	(5,763)
Financing activities:
Net cash (used in) provided by financing activities	(1,781)	0
Effect of exchange rate changes on cash	96	(351)
Net decrease in cash and cash equivalents	(9,777)	(3,853)
Cash and cash equivalents, end of period	31,504	33,671
Cash and cash equivalents, end of period	21,727	29,818
Paid in kind dividends on Series A Preferred Stock
Paid in kind dividends on Series A Preferred Stock	0	10,201
Series B Preferred Stock
Financing activities:
Series B preferred dividend paid in the form of cash	$ (1,781)	$ 0

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Offering of Senior Notes

On June 30, 2021, the Company closed its underwritten public offering of $120.0 million aggregate principal amount of 8.375% senior notes due 2026 at a par value of $25.00 per senior note (the “Senior Notes”). The offering was conducted pursuant to an underwriting agreement (the “Notes Underwriting Agreement”) dated June 25, 2021, by and among the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Notes Underwriters”). At the closing, the Company issued $125.0 million aggregate principal amount of Senior Notes, inclusive of $5.0 million aggregate principal amount of Senior Notes issued pursuant to the full exercise of the Notes Underwriters’ option to purchase additional Senior Notes.

The Notes Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Notes Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

On June 30, 2021, the Company entered into an indenture (the “Base Indenture”) and a supplemental indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with The Bank of New York Mellon Trust Company National Association, as trustee (the “Trustee”), between the Company and the Trustee. The Indenture establishes the form and provides for the issuance of the Senior Notes.

The Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. The Senior Notes are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries, including trade payables. The Senior Notes bear interest at the rate of 8.375% per annum. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on July 31, 2021. The Senior Notes will mature on June 30, 2026, unless redeemed prior to maturity.

The Company may, at its option, at any time and from time to time, redeem the Senior Notes for cash in whole or in part (i) on or after June 30, 2022 and prior to June 30, 2023, at a price equal to $25.75 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after June 30, 2023 and prior to June 30, 2024, at a price equal to $25.50 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after June 30, 2024 and prior to June 30, 2025, at a price equal to $25.25 per Senior Note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after June 30, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Senior Notes.

The Indenture contains customary events of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of at least 25% of the principal amount of the Senior Notes may declare the entire amount of the Senior Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. In the case of an event of default involving the Company’s bankruptcy, insolvency or reorganization, the principal of, and accrued and unpaid interest on, the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration or other action on the part of the Trustee or the holders of the Senior Notes, become due and payable.

On October 25, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) between the Company and B. Riley Securities, Inc. (the “Agent”), a related party, pursuant to which the Company may offer and sell, from time to time, up to $18.0 million of the Company’s 8.375% Senior Notes due 2026. Sales of the additional Senior Notes pursuant to the Sales Agreement, if any, may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent will be entitled to compensation of 2.0% of the gross proceeds of all notes sold through it as the Company’s agent.

During the fourth quarter of 2021, the Company sold an additional $16.1 million aggregate principal amount of Senior Notes pursuant to the Sales Agreement. The additional Senior Notes sold have terms identical to the initial Senior Notes and are fungible and vote together with, the initial Senior Notes. The Senior Notes are listed and trade on The Nasdaq Global Market under the symbol “SNCRL.”

The carrying amounts of the Company’s borrowings were as follows:


Senior Notes	March 31, 2022		December 31, 2021
8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost1	(7,615)		(7,973)
Carrying value of Senior Notes	$	133,462	$	133,104

________________________________

1 Debt issuance costs are deferred and amortized into interest expense using the effective interest method.

The total fair value of the outstanding Senior Notes was $119.9 million as of March 31, 2022. The Company is in compliance with its debt covenants as of March 31, 2022.

2019 Revolving Credit Facility

On October 4, 2019, the Company entered into a Credit Agreement with Citizens Bank, N.A., for a $10.0 million Revolving Credit Facility. Borrowings under the Revolving Credit Facility bore interest at a rate equal to, at the Company’s option, either (1) the arithmetic average of the LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period (one, three or six months (or 12 months if agreed to by all applicable Lenders)) as selected by the Company relevant to such borrowing plus the applicable margin, or (2) a base rate determined by reference to the greatest of the federal funds rate plus 0.5%, the prime commercial lending rate as determined by the Agent, and the daily LIBOR rate plus 1.0%, in each case plus an applicable margin and subject to a floor of 0.5%.

On June 30, 2021, the Company paid off the outstanding balance and closed the Revolving Credit Facility.

Interest expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2022		2021
2021 Non-Convertible Senior Notes due 2026:
Amortization of debt issuance costs	$	335	$	—
Interest on borrowings	2,954		—
Amortization of debt discount	22		—
2019 Revolving Credit Facility:
Amortization of debt issuance costs	—		12

Interest on borrowings	$	—	$	63

Other	$	14	$	20
Total	$	3,325	$	95

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Accumulated Other Comprehensive (Loss) / Income - Changes in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Changes in accumulated other comprehensive income (loss)
Beginning balance	$ 90,823
Other comprehensive (loss) income	(3,130)
Tax effect	(11)
Ending balance	83,984
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss)
Beginning balance	(32,985)
Ending balance	(36,126)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(29,350)
Other comprehensive (loss) income	(3,159)
Tax effect	0
Ending balance	(32,509)
Unrealized loss on intra-entity foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(3,635)
Other comprehensive (loss) income	29
Tax effect	(11)
Ending balance	$ (3,617)

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

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Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

Capital Structure - Black-Scholes Assumptions (Details) - Stock options - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Weighted-average assumptions
Expected stock price volatility	71.90%	83.00%
Risk-free interest rate	1.50%	0.60%
Expected life of options (in years)	4 years 1 month 24 days	4 years 2 months 4 days
Expected dividend yield	0.00%	0.00%
Weighted-average fair value (PSV) of the options (usd per share)	$ 1.13	$ 2.42

Capital Structure

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Capital Structure

Common Stock

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

Common Stock Offering

On June 29, 2021, the Company closed its underwritten public offering of common stock, par value $0.0001 per share. The offering was conducted pursuant to an underwriting agreement (the “Underwriting Agreement”) dated June 24, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”) for net proceeds of $102.3 million. At the closing, the Company issued 42,307,692 shares of common stock, inclusive of 3,846,154

shares of common stock issued pursuant to the full exercise of the Underwriters’ option to purchase additional shares of common stock. The Company used the net proceeds for the redemption of the Series A Convertible Preferred Stock.

Shelf Registration Statement

On August 19, 2020, the Company filed a universal shelf registration statement with the SEC for the issuance of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units up to an aggregate amount of $250.0 million (“the 2020 Shelf Registration Statement”). On August 28, 2020, the 2020 Shelf Registration Statement was declared effective by the SEC. As of March 31, 2022, except for the Common Stock offering and the issuance of Senior Notes, the Company has not raised additional capital using the 2020 Shelf Registration Statement.

Preferred Stock

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

Series B Non-Convertible Preferred Stock

On June 30, 2021, the Company closed a private placement of 75,000 shares of its Series B Perpetual Non-Convertible Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the “Series B Preferred Stock”), for net proceeds of $72.5 million (the “Series B Transaction”). The sale of the Series B Preferred Stock was pursuant to the Series B Preferred Stock Purchase Agreement, dated as of June 24, 2021 (the “Series B Purchase Agreement”), between the Company and B. Riley Principal Investments, LLC (“BRPI”).

In connection with the closing of the Series B Transaction, the Company (i) filed a Certificate of Designation with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series B Preferred Stock (the “Series B Certificate”) and (ii) entered into an Investor Rights Agreement with B. Riley Financial, Inc. (“B. Riley Financial”) and BRPI setting forth certain governance and registration rights of B. Riley Financial with respect to the Company.

Certificate of Designation of the Series B Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference per share of Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1, 2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). The Company may choose to pay the Series B Preferred Dividends in cash or in additional shares of Series B Preferred Stock. In the event the Company does not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. As of March 31, 2022, the Liquidation Value and Redemption Value of the Series B Preferred Shares was $77.4 million.

On and after the fifth anniversary of the date of issuance, holders of shares of Series B Preferred Stock will have the right to cause the Company to redeem each share of Series B Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series B Preferred Stock will also be redeemable at the option of the holder upon the occurrence of a “Fundamental Change” at (i) par in the case of a payment in cash or (ii) 1.5 times par in the case of payment in shares of Common Stock (such shares being, “Registrable Securities”), subject to certain limitations on the amount of stock that could be issued to the holders of Series B Stock. In addition, the Company will be permitted to redeem outstanding shares of the Series B Preferred Stock at any time for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. Pursuant to the Series B Certificate, the Company will be required to use (i) the first $50.0 million of proceeds from certain transactions (i.e., disposition, sale of assets, tax refunds) received by the Company to

redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25.0 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of the Series B Preferred Stock.

The Company shall be required to obtain the prior written consent of the holders holding at least a majority of the outstanding shares of the Series B Preferred Stock before taking certain actions, including: (i) certain dividends, repayments and redemptions; (ii) any amendment to the Company’s certificate of incorporation that adversely affects the rights, preferences, privileges or voting powers of the Series B Preferred Stock; and (iii) issuances of stock ranking senior or equivalent to shares of the Series B Preferred Stock (including additional shares of the Series B Preferred Stock) in the priority of payment of dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company. Other than with respect to the foregoing consent rights, the Series B Preferred Stock is non-voting stock.

Investor Rights Agreement

On June 30, 2021, the Company, B. Riley Financial and BRPI entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, for so long as affiliates of B. Riley Financial beneficially own at least 10% of the outstanding shares of common stock (unless such equity threshold percentage is not met due to dilution from equity issuances), B. Riley Financial is entitled to nominate one Class II director (the “B. Riley Nominee”) to the Company’s board of directors (the “Board”), who shall be an employee of B. Riley Financial or its affiliates and is approved by the Board, such approval not to be unreasonably withheld. For so long as affiliates of B. Riley Financial beneficially own 5% or more but less than 10% of the outstanding shares of common stock (unless such equity threshold percentage is not met due to dilution from equity issuances), B. Riley Financial is entitled to certain board observer rights.

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at March 31, 2022 and changes during the three months ended March 31, 2022, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 2021	75	$	72,505


Amortization of preferred stock issuance costs	—	—
Issuance of preferred PIK dividend	—	—




Balance at March 31, 2022	75	$	72,505

On April 1, 2022 the Company paid in-kind the accrued Series B Perpetual Non-Convertible Preferred Stock dividend of $2.4 million. On April 18, 2022, the Company made a $2.5 million principal payment on the Series B Preferred Stock. On May 10, 2022, the Company made an additional principal payment on the Series B Preferred Stock of $4.4 million.

Series A Convertible Preferred Stock

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

Redemption of Series A Preferred Stock

The net proceeds from the common stock public offering, Senior Note offering and the Series B transaction was used in part to fully redeem all outstanding shares of the Company’s Series A Preferred Stock on June 30, 2021 (the “Redemption”). The Company redeemed in full all of the 268,917 outstanding shares of the Series A Preferred Stock for an aggregate Redemption Price of $278.7 million and all rights under the Investor Rights Agreement relating to the Series A Preferred Stock

were terminated effective with the Redemption. No Series A Preferred Stock remain outstanding or authorized as of March 31, 2022.

Registration Rights

The Investor Rights Agreement entered into on June 30, 2021 provides that in the event Synchronoss issues Registrable Securities to the holders of Series B Preferred Stock, such holders will have certain demand and piggy-back registration rights with respect to such Registrable Securities. In addition, on June 30, 2021, in connection with the redemption of the Series A Preferred Stock, the Investor Rights Agreement between the Company and Silver terminated.

Stock Plans

There were no significant changes to the Company’s Stock Plans during the three months ended March 31, 2022. As of March 31, 2022, there were 1.9 million shares available for the grant or award under the Company’s 2015 Equity Incentive Plan and 0.6 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 the Company has reflected such awards in accrued expenses. As of March 31, 2022, 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,
	2022		2021
Cost of revenues	$	221	$	478
Research and development	556		855
Selling, general and administrative	1,150		1,388
Total stock-based compensation expense	$	1,927	$	2,721

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


	Three Months Ended March 31,
	2022		2021
Stock options	$	794	$	955
Restricted stock awards	878		1,710
Performance Based Cash Units	255		56

Total stock-based compensation before taxes	$	1,927	$	2,721
Tax benefit	$	377	$	497

The total stock-based compensation cost related to unvested equity awards as of March 31, 2022 was approximately $7.3 million. The expense is expected to be recognized over a weighted-average period of approximately 1.1 years.

The total stock-based compensation cost related to unvested performance based cash units as of March 31, 2022 was approximately $1.0 million. The expense is expected to be recognized over a weighted-average period of approximately 1.5 years.

Stock Options

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,
	2022			2021
Expected stock price volatility	71.9		%	83.0		%
Risk-free interest rate	1.5		%	0.6		%
Expected life of options (in years)	4.15			4.18
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (PSV) of the options	$	1.13		$	2.42

The following table summarizes information about stock options outstanding as of March 31, 2022:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	4,715	$	6.53
Options Granted	2	2.06
Options Exercised	—	—
Options Cancelled	(234)	8.93
Outstanding at March 31, 2022	4,483	$	6.37	4.80	$	—
Vested and exercisable at March 31, 2022	1,776	$	10.71	3.43	$	—

The total intrinsic value of stock options exercisable was nil at March 31, 2022 and 2021, respectively. The total intrinsic value of stock options exercised was nil during the three months ended March 31, 2022 and 2021, respectively.

Awards of Restricted Stock and Performance Stock

A summary of the Company’s unvested restricted stock at March 31, 2022, and changes during the three months ended March 31, 2022, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	2,574	$	3.57
Granted	71	1.63
Vested	(351)	5.03
Forfeited	(132)	3.44
Unvested at March 31, 2022	2,162	$	3.24

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

A summary of the Company’s unvested performance-based cash units at March 31, 2022 and changes during the three months ended March 31, 2022, is presented below:


Unvested Cash Units	Number of Units	Period End Fair Value
Unvested at December 31, 2021	1,996	$	2.44
Granted	—	—
Granted adjustment1	(73)
Vested	—	—
Forfeited	(62)	—
Unvested at March 31, 2022	1,861	$	1.73

___________________________

1 Includes changes in the unvested units due to performance adjustments

Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period. The expense for the period will increase or decrease based on updated fair values of these awards at each reporting date. Unvested units fluctuations are shown as adjustments to units granted in the table above. These fluctuations are based on the percentage achievement of the performance metrics at the end of each reporting period.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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.

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


	March 31, 2022
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	21,727	$	21,727	$	—	$	—


Total assets	$	21,727	$	21,727	$	—	$	—



Temporary equity
Redeemable noncontrolling interests1	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500


	December 31, 2021
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	31,504	$	31,504	$	—	$	—


Total assets	$	31,504	$	31,504	$	—	$	—



Temporary Equity
Redeemable noncontrolling interests1	$	12,500	$	—	$	—	$	12,500
Total temporary equity	$	12,500	$	—	$	—	$	12,500

________________________________

1 Put arrangements held by the noncontrolling interests in certain of the Company’s joint venture.

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, 2022 were as follows:


	Redeemable noncontrolling interests
Balance at December 31, 2021	$	12,500
Fair value adjustment	(115)
Net loss attributable to redeemable noncontrolling interests	115
Balance at March 31, 2022	$	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

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 335	$ 0
Amortization of debt discount	22	0
Other	14	20
Commitment fee	3,325	95
Senior Notes \| 2021 Non-Convertible Senior Notes due 2026:
Debt Instrument [Line Items]
Amortization of debt issuance costs	335	0
Interest on borrowings	2,954	0
Amortization of debt discount	22	0
Line of Credit \| Revolving Facility
Debt Instrument [Line Items]
Amortization of debt issuance costs	0	12
Interest on borrowings	$ 0	$ 63

Investments in Affiliates and Related Transactions (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2017	Dec. 31, 2020
Sequential Technology International, LLC and AP Capital Holdings II, LLC \| Loans Payable
Schedule of Equity Method Investments [Line Items]
Principal amount	$ 9,000,000
Contingent consideration, liability	$ 16,000,000
Interest rate, as a percent	8.00%
Stated term	3 years
Proceeds from sale, percentage	5.00%
Other assets fair value disclosure				$ 4,800,000
Sequential Technology International, LLC
Schedule of Equity Method Investments [Line Items]
Duration of services agreement			3 years
Consideration received		$ 1,600,000

Basis of Presentation and Consolidation (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Issued Accounting Standards

Recent accounting pronouncements adopted

Standard

Description

Effect on the financial statements

The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic.

Date of adoption: January 1, 2022.

ASU 2021-05 Leases (Topic 842). Lessors—Certain Leases with Variable Lease Payments

Date of adoption: January 1, 2022.

ASU 2021-08 Business Combinations (Topic 805). Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers

Date of adoption: January 1, 2022.

Capital Structure - Restricted Stock and Performance Stock (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted stock awards
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	2,574
Granted (in shares) \| shares	71
Vested (in shares) \| shares	(351)
Forfeited (in shares) \| shares	(132)
Non-vested at the end of the period (in shares) \| shares	2,162
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 3.57
Granted (in dollars per share) \| $ / shares	1.63
Vested (in dollars per share) \| $ / shares	5.03
Forfeited (in dollars per share) \| $ / shares	3.44
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 3.24
Performance based cash units
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	1,996
Granted (in shares) \| shares	0
Granted adjustment (in shares) \| shares	(73)
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(62)
Non-vested at the end of the period (in shares) \| shares	1,861
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 2.44
Granted (in dollars per share) \| $ / shares	0
Granted adjustment (in dollars per share) \| $ / shares
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	$ 1.73
Performance based cash units \| 2015 Plan
Weighted- Average Grant Date Fair Value
Vesting period (in years)	3 years

Earnings per Common Share (EPS)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings per Common Share (EPS)

Earnings per Common Share (“EPS”)

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

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


	Three Months Ended March 31,
	2022		2021
Numerator - Basic:
Net loss from operations	$	(3,037)	$	(12,366)
Net (loss) income attributable to redeemable noncontrolling interests	(115)		336
Preferred stock dividend	(2,438)		(10,530)



Net loss attributable to Synchronoss	$	(5,590)	$	(22,560)

Numerator - Diluted:
Net loss from operations attributable to Synchronoss	$	(5,590)	$	(22,560)




Net loss attributable to Synchronoss	$	(5,590)	$	(22,560)

Denominator:
Weighted average common shares outstanding — basic	85,866		42,737








Earnings (loss) per share:
Basic	$	(0.07)	$	(0.53)



Diluted	$	(0.07)	$	(0.53)





Anti-dilutive stock options excluded	—		—

Capital Structure (Tables)

3 Months Ended

Mar. 31, 2022

Stockholder's Equity

Schedule of Series A Preferred Stock

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at March 31, 2022 and changes during the three months ended March 31, 2022, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 2021	75	$	72,505


Amortization of preferred stock issuance costs	—	—
Issuance of preferred PIK dividend	—	—




Balance at March 31, 2022	75	$	72,505

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,
	2022		2021
Cost of revenues	$	221	$	478
Research and development	556		855
Selling, general and administrative	1,150		1,388
Total stock-based compensation expense	$	1,927	$	2,721

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


	Three Months Ended March 31,
	2022		2021
Stock options	$	794	$	955
Restricted stock awards	878		1,710
Performance Based Cash Units	255		56

Total stock-based compensation before taxes	$	1,927	$	2,721
Tax benefit	$	377	$	497

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,
	2022			2021
Expected stock price volatility	71.9		%	83.0		%
Risk-free interest rate	1.5		%	0.6		%
Expected life of options (in years)	4.15			4.18
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (PSV) of the options	$	1.13		$	2.42

Schedule of Information About Stock Options Outstanding

The following table summarizes information about stock options outstanding as of March 31, 2022:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	4,715	$	6.53
Options Granted	2	2.06
Options Exercised	—	—
Options Cancelled	(234)	8.93
Outstanding at March 31, 2022	4,483	$	6.37	4.80	$	—
Vested and exercisable at March 31, 2022	1,776	$	10.71	3.43	$	—

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, 2022, and changes during the three months ended March 31, 2022, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	2,574	$	3.57
Granted	71	1.63
Vested	(351)	5.03
Forfeited	(132)	3.44
Unvested at March 31, 2022	2,162	$	3.24

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, 2022 and changes during the three months ended March 31, 2022, is presented below:


Unvested Cash Units	Number of Units	Period End Fair Value
Unvested at December 31, 2021	1,996	$	2.44
Granted	—	—
Granted adjustment1	(73)
Vested	—	—
Forfeited	(62)	—
Unvested at March 31, 2022	1,861	$	1.73

___________________________

1 Includes changes in the unvested units due to performance adjustments

Leases - ROU Assets and Lease Liabilities - Operating Assets and Liabilities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
ROU assets:
Non-current operating lease ROU assets	$ 24,606
Operating lease liabilities:
Current operating lease liabilities	7,026
Non-current operating lease liabilities	34,014
Total operating lease liabilities	$ 41,040
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses

Capital Structure - Additional Information (Details)							3 Months Ended
Capital Structure - Additional Information (Details)	Apr. 18, 2022 USD ($)	Apr. 01, 2022 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 29, 2021 USD ($) shares	Aug. 19, 2020 USD ($)	Feb. 15, 2018 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) vote $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Dividends							$ 0
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001		$ 0.0001
2015 Plan
Class of Stock [Line Items]
Number of shares available for grant (in shares) \| shares							1,900,000
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							600,000
2020 Shelf Registration Statement
Class of Stock [Line Items]
Consideration received on transaction					$ 250,000,000
Silver Private Holdings I, LLC
Class of Stock [Line Items]
Consideration received on transaction						$ 97,700,000
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
Number of shares repurchased under program (in shares) \| shares						5,994,667
Minimum
Class of Stock [Line Items]
Preferred stock, ownership percentage			5.00%
Maximum
Class of Stock [Line Items]
Preferred stock, ownership percentage			10.00%
Public Stock Offering
Class of Stock [Line Items]
Consideration received on transaction				$ 102,300,000
Number of shares issued in transaction (in shares) \| shares				42,307,692
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares) \| shares				3,846,154
Common Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote							1
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage one			9.50%
Preferred stock, dividend rate, percentage two			13.00%
Preferred stock, dividend rate, percentage three			14.00%
Liquidation and redemption value							$ 77,400,000
Multiplier of par			1.5
Proceeds from sale of stock transactions used for redemption of shares			$ 50,000,000
Proceeds from sale of stock transactions, used for redemption of shares and buy back of shares			$ 25,000,000
Series B preferred dividend paid in the form of cash							$ 1,781,000	$ 0
Preferred stock, shares issued (in shares) \| shares							75,000		75,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001				$ 0.0001		$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares			$ 1,000
Series B Preferred Stock \| Subsequent Event
Class of Stock [Line Items]
Series B preferred dividend paid in the form of cash	$ 2,500,000	$ 2,400,000
Series B Preferred Stock \| Private Placement
Class of Stock [Line Items]
Consideration received on transaction			$ 72,500,000
Number of shares issued in transaction (in shares) \| shares			75,000
Series A Preferred Stock
Class of Stock [Line Items]
Redemption of Series A preferred shares (in shares) \| shares			268,917
Number of additional shares authorized (in shares) \| shares							0
Value of shares redeemed			$ 278,700,000

Capital Structure - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Options
Options outstanding at the beginning of the period (in shares)	4,715
Options Granted (in shares)	2
Options Exercised (in shares)	0
Options Cancelled (in shares)	(234)
Options outstanding at the end of the period (in shares)	4,483
Vested and exercisable (in shares)	1,776
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 6.53
Options Granted (in dollars per share)	2.06
Options Exercised (in dollars per share)	0
Options Cancelled (in dollars per share)	8.93
Balance at the end of the period (in dollars per share)	6.37
Vested and exercisable (in dollars per share)	$ 10.71
Weighted-Average Remaining Contractual Term (Years)
Outstanding	4 years 9 months 18 days
Vested and exercisable	3 years 5 months 4 days
Aggregate Intrinsic Value
Outstanding	$ 0
Vested and 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

Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation.

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, 2021.

Risks and Uncertainties

Recently Issued Accounting Standards

Recent accounting pronouncements adopted

Standard

Description

Effect on the financial statements

The amendments in this Update provide guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic.

Date of adoption: January 1, 2022.

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Income Statement [Abstract]

Net revenues

$ 65,866

$ 65,499

Costs and expenses:

Cost of revenues

^[1]

24,839

28,637

Research and development

15,791

17,397

Selling, general and administrative

17,897

17,928

Restructuring charges

685

713

Depreciation and amortization

8,034

9,867

Total costs and expenses

67,246

74,542

Loss from operations

(1,380)

(9,043)

Interest income

Interest expense

(3,325)

(95)

Other income (expense), net

1,704

(3,396)

Loss from operations, before taxes

(2,909)

(12,529)

(Provision) benefit for income taxes

(128)

163

Net loss from operations

(3,037)

(12,366)

Net (loss) income attributable to redeemable noncontrolling interests

(115)

336

Preferred stock dividend

(2,438)

(10,530)

Net loss attributable to Synchronoss

$ (5,590)

$ (22,560)

Earnings (loss) per share:

Basic (in dollars per share)

$ (0.07)

$ (0.53)

Diluted (in dollars per share)

$ (0.07)

$ (0.53)

Weighted-average common shares outstanding:

Basic (in shares)

85,866

42,737

Diluted (in shares)

85,866

42,737

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

Additional Financial Information

3 Months Ended

Mar. 31, 2022

Other Income and Expenses [Abstract]

Additional Financial Information

Other Income (expense), net

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


	Three Months Ended March 31,
	2022		2021
FX gains (losses)1	$	1,718	$	(3,274)


Other2	(14)		(122)
Total	$	1,704	$	(3,396)

________________________________

1 Fair value of foreign exchange gains and losses

2 Represents an aggregate of individually immaterial transactions

Commitments, Contingencies and Other (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

Aggregate annual future minimum payments under non-cancelable agreements as of March 31, 2022 are as follows:


Year	Non-cancelable agreements
2022	$	16,473
2023	16,294
2024	13,343
2025	9,699
Total	$	55,809

Revenue - Contract Assets and Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Revenue from Contract with Customer [Abstract]
Contract asset, balance	$ 12,500
Changes In Contract Liabilities [Roll Forward]
Balance - January 1, 2022	22,916
Revenue recognized in the period	(65,860)
Amounts billed but not recognized as revenue	63,181
Balance - March 31, 2022	$ 20,237

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease cost	$ 2,042
Other lease costs and income:
Variable lease costs	435
Operating lease impairments	443
Sublease income	(646)
Total net lease cost	2,274
ROU asset impairment	$ (443)	$ (555)

Capital Structure - Preferred Stock (Details) - Series B Preferred Stock $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) \| shares	75,000
Amortization of preferred stock issuance costs (in shares) \| shares	0
Issuance of preferred PIK dividend (in shares) \| shares	0
Ending balance (in shares) \| shares	75,000
Beginning balance \| $	$ 72,505
Amortization of preferred stock issuance costs \| $	0
Issuance of preferred PIK dividend \| $	0
Ending balance \| $	$ 72,505

- Definition

Carrying amount, attributable to parent and noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Revenue - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 184.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percent	91.50%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2022
Description of Business
Description of Business	Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) is a leading provider of white label cloud, messaging, digital and network management solutions that enable our customers to keep subscribers, systems, networks and content in sync. The Synchronoss Personal Cloud™ platform is a secure and highly scalable white label platform designed to store and sync subscriber’s personally created content seamlessly to and from current and new devices. This allows a carrier’s customers to protect, engage with and manage their personal content and gives the Company’s Operator customers the ability to increase average revenue per user (“ARPU”) through a new monthly recurring charge (“MRC”) and opportunities to mine valuable data that will give subscribers access to new, beneficial services. The Synchronoss Personal Cloud™ platform is specifically designed to support smartphones, tablets and wirelessly enabled consumer electronics such as wearables for health and wellness, cameras, tablets, e-readers, personal navigation devices, and GPS enabled devices, as well as connected automobiles and homes. The Synchronoss Messaging Platform powers mobile messaging and mailboxes for hundreds of millions of telecommunication subscribers. The Advanced Messaging platform is a powerful, secure, intelligent, white-label messaging platform that expands capabilities for communications service provider and multi-service providers to offer P2P messaging via Rich Communications Services (“RCS”). The Mobile Messaging Platform (“MMP”) provides a single standard ecosystem for onboarding and management to brands, advertisers and message wholesalers. The Synchronoss Digital Platform is a suite of technology, tools and solutions that includes digital experience creation and management, automated provisioning, artificial intelligence and financial analytics that service a broad swatch of our target markets. The platform equips customers with the tools to design, deploy and manage end user customer journeys and workflows from one central platform that also integrates across front end customer engagement channels as well as enterprise business systems (e.g. CRM, POS) allowing citizen developers to configure rather than code experiences. The platform sits between customer-facing touch points and a customer’s existing back-office systems to orchestrate data, workflows and processes into digital customer journeys that interface with end user channels creating user experiences that can be centrally managed and coordinated with less resources than is typical in a traditional IT environment. The Synchronoss Total Network Management application provides operators with the tools and software to design their physical network, streamline their infrastructure purchases, and manage and optimize comprehensive network expense for leading top tier carriers around the globe.

Earnings per Common Share (EPS) - Reconciliation of the Numerator and Denominator Used in Computing Basic and Diluted Net Income Attributable to Common Stockholders Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share Reconciliation [Abstract]
Net loss from operations	$ (3,037)	$ (12,366)
Net (loss) income attributable to redeemable noncontrolling interests	(115)	336
Preferred stock dividend	(2,438)	(10,530)
Net loss from operations attributable to Synchronoss	(5,590)	(22,560)
Net loss attributable to Synchronoss	$ (5,590)	$ (22,560)
Denominator:
Weighted average common shares outstanding - basic (in shares)	85,866	42,737
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.07)	$ (0.53)
Diluted (in dollars per share)	$ (0.07)	$ (0.53)
Stock Options
Earnings (loss) per share:
Anti-dilutive stock options excluded (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,037)	$ (12,366)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(3,159)	(1,888)
Net income on inter-company foreign currency transactions	18	752
Total other comprehensive loss	(3,141)	(1,136)
Comprehensive loss	(6,178)	(13,502)
Comprehensive (loss) income attributable to redeemable noncontrolling interests	(115)	336
Comprehensive loss attributable to Synchronoss	$ (6,293)	$ (13,166)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenues	$ 65,866	$ 65,499
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	8,131	8,647
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	1,387	4,244
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	54,536	52,043
License
Disaggregation of Revenue [Line Items]
Net revenues	1,812	565
Americas
Disaggregation of Revenue [Line Items]
Net revenues	52,862	51,787
APAC
Disaggregation of Revenue [Line Items]
Net revenues	7,631	7,828
EMEA
Disaggregation of Revenue [Line Items]
Net revenues	5,373	5,884
Cloud
Disaggregation of Revenue [Line Items]
Net revenues	41,501	38,896
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	3,354	3,925
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	336	1,975
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	37,811	32,996
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues	0	0
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	39,715	37,031
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	56	0
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,730	1,865
Digital
Disaggregation of Revenue [Line Items]
Net revenues	12,164	12,977
Digital \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	1,636	2,111
Digital \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	1,028	2,268
Digital \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	8,210	8,433
Digital \| License
Disaggregation of Revenue [Line Items]
Net revenues	1,290	165
Digital \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	10,455	11,240
Digital \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	759	1,128
Digital \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	950	609
Messaging
Disaggregation of Revenue [Line Items]
Net revenues	12,201	13,626
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	3,141	2,611
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	23	1
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	8,515	10,614
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues	522	400
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	2,692	3,516
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	6,816	6,700
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	$ 2,693	$ 3,410

Additional Financial Information - Components of Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other Income and Expenses [Abstract]
FX gains (losses)	$ 1,718	$ (3,274)
Other	(14)	(122)
Total	$ 1,704	$ (3,396)

Accumulated Other Comprehensive (Loss) / Income (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022 were as follows:


	Balance at December 31, 2021		Other comprehensive (loss) income		Tax effect		Balance at March 31, 2022
Foreign currency	$	(29,350)	$	(3,159)	$	—	$	(32,509)
Unrealized loss on intra-entity foreign currency transactions	(3,635)		29		(11)		(3,617)

Total	$	(32,985)	$	(3,130)	$	(11)	$	(36,126)

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Carrying Amounts

The carrying amounts of the Company’s borrowings were as follows:


Senior Notes	March 31, 2022		December 31, 2021
8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost1	(7,615)		(7,973)
Carrying value of Senior Notes	$	133,462	$	133,104

________________________________

1 Debt issuance costs are deferred and amortized into interest expense using the effective interest method.

Schedule of Interest Expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2022		2021
2021 Non-Convertible Senior Notes due 2026:
Amortization of debt issuance costs	$	335	$	—
Interest on borrowings	2,954		—
Amortization of debt discount	22		—
2019 Revolving Credit Facility:
Amortization of debt issuance costs	—		12

Interest on borrowings	$	—	$	63

Other	$	14	$	20
Total	$	3,325	$	95

- 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.

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+ Details