0001131554-23-000013 | 10-K | XBRL Viewer | Synchronoss Technologies INC

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Commitments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 20,343
2024	17,565
2025	10,691
Total	$ 48,599

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Assets and Liabilities

The following table presents information about the Company's ROU assets and lease liabilities at December 31, 2022:



ROU assets:
Non-current operating lease ROU assets	$	20,863



Operating lease liabilities:
Current operating lease liabilities1	$	5,497
Non-current operating lease liabilities	29,222
Total operating lease liabilities	$	34,719

_____________________________

1 Amounts are included in Accrued Expenses on Consolidated Balance Sheets.

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

The following table presents information about lease expense and sublease income for the year ended December 31, 2022:


Operating lease cost1	$	7,320
Other lease costs and income:
Variable lease costs1,2	1,620
Operating lease impairments/remeasurements	175
Sublease income1	(2,766)
Total net lease cost	$	6,349

_____________________________

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

2 As part of the Company’s in year cost savings initiatives, the Company closed certain office spaces and terminated various lease agreements. These actions resulted in a $0.7 million ROU asset impairment charge, which was determined by the present value of the forecasted future cash flows for the remaining lease term.

The following table provides the weighted-average remaining lease term and weighted-average discount rates for the Company’s leases as of December 31, 2022:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	5.31
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0	%

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the year ended December 31, 2022:


Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	9,903
Lease liabilities arising from obtaining right-of-use assets	—

Schedule of Maturities of Operating Lease Liabilities

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


	Operating Leases
2023	$	8,007
2024	8,170
2025	8,018
2026	7,857
2027	6,191
Thereafter	4,273
Total future lease payments	42,516
Less: amount representing interest	(7,797)
Present value of future lease payments (lease liability)	$	34,719

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

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

Risks and Uncertainties

There continue to be uncertainties regarding the coronavirus ("COVID-19") pandemic and current geopolitical environment. The Company is closely monitoring the impact of the pandemic and geopolitical environment on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While the pandemic or geopolitical environment did not materially affect the Company’s financial results and business operations for the year ended December 31, 2022, the Company is unable to predict the impact these factors 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 geopolitical environment and will make adjustments to its operations as necessary.

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2022-04 - Liabilities—Supplier Finance Programs
(Subtopic 405-50). Disclosure of Supplier Finance Program Obligations

The amendments in this Update apply to all entities that use supplier finance programs in connection with the purchase of goods and services (herein described as buyer parties). Supplier finance programs, which also may be referred to as reverse factoring,
payables finance, or structured payables arrangements, allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid.
The amendments in this Update require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs.

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

Planned date of adoption: January 1, 2023

Digital Experience Platform and Activation Solutions Sale

On March 7, 2022, Synchronoss Technologies, Inc. and iQmetrix Global Ltd. (“iQmetrix ”), entered into an Asset Purchase Agreement, pursuant to which Synchronoss has agreed to sell its Digital Experience Platform and activation solutions (the “DXP Business”) to iQmetrix for up to a total purchase price of $14 million. The purchase price is payable as follows: (i) $7.5 million on the closing date of the Transaction, (ii) $0.5 million deposited into an escrow account on the Closing Date, (iii) $1 million paid twelve (12) months from the Closing Date, and (iv) $5 million that may be payable as an earn-out.

This transaction closed on May 11, 2022. The Company received the $7.5 million cash payment on the transaction close date. The Company received the $0.5 million payment in escrow during the third quarter in accordance with the terms of the Asset Purchase Agreement. The remaining $1 million escrow payment was recorded into other current assets. This consideration is not contingent on any further actions.

The Company determined the fair value of the earn-out provision was $3.6 million of which $3.0 million was recorded as an other current asset and the remaining portion was recorded as non-current other asset. In the fourth quarter, iQmetrix and the Company agreed that the required performance conditions were not met. This resulted in a write-off of the asset recorded within the Selling, general and administrative expenses line item on the income statement.

The book value of the divested intangible assets associated with the DXP Business was $2.3 million. For the goodwill allocation, the fair value of the core reporting unit was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. Based on the fair value of the core reporting unit and the aggregate consideration received in the transaction, the Company determined the attributable fair value of goodwill to the DXP Business was $7.6 million. The transaction resulted in a $2.5 million gain for the year ended December 31, 2022.

Accounts Receivable Securitization Facility

On June 23, 2022 (the “Closing Date”), the Company and certain of its subsidiaries (together with the Company, the “Company Group”) entered into a $15 million accounts receivable securitization facility (the “A/R Facility”) with Norddeutsche Landesbank Girozentrale.

The A/R Facility transaction includes (i) Receivables Purchase Agreements (the “Receivables Purchase Agreements”) dated as of the Closing Date, among the Company, as initial servicer, SN Technologies, LLC, a wholly owned special purpose

subsidiary of the Company (“SN Technologies”), as seller, Norddeutsche Landesbank Girozentrale, as administrative agent (the “Administrative Agent”), and the purchasers party thereto, the group agents party thereto and the originators party thereto; (ii) Purchase and Sale Agreements (the “Purchase and Sale Agreements”) dated as of the Closing Date, between the Company Group, as originators (the “Originators”), and SN Technologies, as purchaser; (iii) the Administration Agreement (the “Administration Agreement”) dated as of the Closing Date, between the Company, as servicer, and Finacity Corporation, as administrator; and (iv) the Performance Guaranty (the “Performance Guaranty”) dated as of the Closing Date made by the Company in favor of the Administrative Agent.

Pursuant to the Purchase and Sale Agreements, the Originators will sell existing and future accounts receivable (and related assets) (the “Receivables”) to SN Technologies in exchange for cash and/or subordinated notes. The Originators and SN Technologies intend the transactions contemplated by the Purchase and Sale Agreements to be true sales to SN Technologies by the respective Originators. Pursuant to the Receivables Purchase Agreement, SN Technologies will in turn grant an undivided security interest to the Administrative Agent in the Receivables in exchange for a credit facility permitting borrowings of up to $15 million outstanding from time to time. Yield is payable to the Administrative Agent under the Receivables Purchase Agreements at a variable rate based on the Norddeutsche Landesbank Girozentrale’s Hanover funding rate plus a 2.35% margin. The Company’s commitment fee shall equal 0.85% per annum on the average daily unused outstanding capital. Pursuant to the Performance Guaranty, the Company guarantees the performance of the Originators of their obligations under the Purchase and Sale Agreements.

The Company has not agreed to guarantee any obligations of SN Technologies or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by the Company or any Originators results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor.

Unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement, the A/R Facility will expire on June 23, 2025.

The foregoing description of the A/R Facility and the respective transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Receivables Purchase Agreements, Purchase and Sale Agreements, Administration Agreement and Performance Guaranty, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, on Form 8-K filed with Securities and Exchange Commission on June 23, 2022.

The Company has not drawn on the A/R Facility as of December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers.

Subscription and Transaction revenues consist of revenues derived from the processing of transactions through the Company’s service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. The Company generates revenue from Subscription services from monthly active user fees, software as a service (“SaaS”) fees, hosting and storage fees, and fees for the related maintenance support for those services. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the

distinct periods of service based on usage, under Topic 606 Section 10-25-14(b). When the Company does not allocate variable consideration to distinct periods of service, the total estimated transaction price is recognized ratably over the term of the contract, where the level of service provided to the customer does not vary significantly from one period to another.

Transaction service arrangements include services such as processing equipment orders, new account setup and activation, number port requests, credit checks and inventory management.

Transaction revenues are principally based on a contractual price per transaction and are recognized based on the number of transactions processed during each reporting period. Revenues are recorded based on the total number of transactions processed at the applicable price established in the relevant contract.

Many of the Company’s contracts guarantee minimum volume transactions from the customer. In these instances, if the customer’s total estimated transaction volume for the period is expected to be less than the contractual amount, the Company records revenues at the minimum guaranteed amount on a straight line based over the period covered by the minimum. Setup fees for transactional service arrangements are deferred until set up activities are completed and recognized on a straight‑line basis over remaining expected customer relationship period. Revenues are presented net of discounts, which are volume level driven.

In accordance with Topic 606 Section 10-50-20, any credits due to customers, which are generally performance driven and based upon system availability or response times to incidents, are determined and accounted for in the period in which the services are provided. The Company recognizes revenues from support and maintenance performance obligations over the service delivery period.

The Company’s software licenses typically provide for a perpetual or term right to use the Company’s software. The Company has concluded that in most cases its software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered to the customer. Contracts that include software customization or specified upgrades may result in the combination of the customization services with the software license as one performance obligation. The Company does not have a history of returns, or refunds of is software licenses, however, in limited instances, the Company may constrain consideration to high-risk customers, until collection is resolved.

The Company’s professional services include software development and customization. The contracts generally include project deliverables specified by each customer. The performance obligations in the agreements are generally combined into one deliverable and generally result in the transfer of control over time. The underlying deliverable is owned and controlled by the customer and does not create an asset with an alternative use to us. The Company recognizes revenue on fixed fee contracts on the proportion of labor hours expended to the total hours expected to complete the contract performance obligation.

Most of the Company’s contracts with customers contain multiple performance obligations which generally include either 1) a perpetual software license with support and maintenance and sometimes a hosting agreement or 2) a term SaaS agreement, frequently sold along with professional services. For these contracts, the Company accounts for individual goods and services separately if they are distinct performance obligations. This often requires significant judgment based upon knowledge of the products, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation when the customer doesn’t have the ability to take possession of the underlying software license. The Company may also sell the same three goods and services in a contract, but there may be three performance obligations, where the customer has the right to take possession of the software license without significant penalty.

The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company estimates standalone selling prices of software based on observable inputs of past transactions to similarly situated customers. When such observable data is not available for certain software licenses because there is a limited number of transactions or prices are highly variable, the Company will estimate the standalone selling price using the residual approach. Standalone selling prices of services are typically determined based on observable transactions when these services are sold on a standalone basis to similarly situated customers or estimated using a cost-plus margin approach.

Estimating the transaction price of variable consideration including the variable quantity subscription or transaction contracts in a multiple performance obligation arrangement requires significant judgment. The Company generally estimates this variable consideration at the most likely amount to which the Company expects to be entitled and in certain cases based on the expected value. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company reviews and update these estimates on a quarterly basis.

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

When Payment is Typically Due

How Standalone Selling Price is Typically Estimated

Software License

Upon shipment or made available for download (point in time)

Within 90 days of delivery

Observable transactions or residual approach when prices are highly variable or uncertain

Software License with significant customization

Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Residual approach

Hosting Services

As hosting services are provided (over time)

Within 90 days of services
being provided

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Within 90 days of services
being performed

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

License: Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Observable transactions

Transaction Services

As transaction is processed (over time)

Within 90 days of transaction

Observable transactions

Subscription Services

Customer Support

Ratably over the course of the support contract
(over time)

Within 90 days of the start of the contract period

Observable transactions

SaaS

Over the course of the SaaS service once the system is available for use
(over time)

Within 90 days of services
being performed

Estimated using a cost-plus margin approach

Deferred Revenue

Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered, and also include the fair value of deferred revenues recorded as a result of acquisitions.

Service Level Standards

Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2022, 2021 and 2020, respectively.

Cost of Revenues

Cost of services includes all direct materials, direct labor and those indirect costs related to revenues such as indirect labor, materials and supplies and facilities cost, exclusive of depreciation expense.

Research and Development

Software development costs are accounted for in accordance with either ASC 985-20, “Software - Costs of Software to be Sold, Leased or Marketed,” or ASC 350-40, “Internal-Use Software.” Costs associated with the planning and designing phase of software development are classified as research and development costs and are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, and employee compensation and related expenses of personnel directly associated with the development activities. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients.

Amortization is calculated on a solution-by-solution basis and is recognized over the estimated economic life of the software, typically ranging two to three years. Amortization begins when the software is substantially completed for its intended use. Costs incurred during the preliminary and post-implementation stages are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software, employee compensation and related expenses of personnel directly associated with the development activities. Software development costs are evaluated for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Unrecoverable costs are reviewed annually and recognized in the period they become unrecoverable, as needed, and are recorded in the Consolidated Statements of Operations as depreciation and amortization expense.

The unamortized software development costs and amortization expense were as follows:


	Year ended December 31,
	2022		2021		2020
Unamortized software development costs	$	30,877	$	33,152	$	28,512
Software development amortization expense	$	18,211	$	15,412	$	10,843

The Company recognized impairment charges to its capitalized software intangible assets, of nil, $1.3 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at several major financial institutions. The Company believes that concentration of credit risk with respect to accounts receivable is limited because of the creditworthiness of its major customers.

The Company’s top five customers accounted for 73.4%, 68.2% and 68.0% of net revenues for the years ended December 31, 2022, 2021 and 2020, respectively. Contracts with these customers typically run for three to five years. Of these customers, Verizon accounted for more than 10% of the Company’s revenues in 2022, 2021, and 2020.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents.

Accounts Receivable

Accounts receivable include current notes, amounts billed to customers, claims, and unbilled revenue, which consists of amounts recognized as sales but not yet billed. Substantially all amounts of unbilled receivables are expected to be billed and

collected in the subsequent year. The Company had unbilled receivable balances of $0.8 million and $4.0 million as of December 31, 2022 and 2021, respectively.

Allowance for Credit Losses

The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Customers are pooled based on sharing specific risk factors, including geographic location. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on our analysis of their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance; they are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available.

Fair Value of Financial Instruments and Liabilities

The Company includes disclosures of fair value information about financial instruments and liabilities, whether or not recognized on the Consolidated Balance Sheets, for which it is practicable to estimate that value. Due to their short-term nature, the carrying amounts reported in the financial statements approximate the fair value for cash and cash equivalents, marketable securities, accounts receivable and accounts payable.

Property and Equipment

Property and equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 5 years, or the lesser of the related initial term of the lease or useful life for leasehold improvements. Amortization of property and equipment recorded under a capital lease is included with depreciation expense. Expenditures for routine maintenance and repairs are charged against operations, while major replacements, improvements and additions are capitalized.

Noncontrolling Interests and Mandatorily Redeemable Financial Instruments

Noncontrolling interests (“NCI”) are evaluated by the Company and are shown as either a liability, temporary equity (shown between liabilities and equity) or as permanent equity depending on the nature of the redeemable features at amounts based on formulas specific to each entity. Generally, mandatorily redeemable NCIs are classified as liabilities and non-mandatorily redeemable NCIs are classified outside of stockholders’ equity in the Consolidated Balance Sheets as temporary equity under the caption, redeemable noncontrolling interests, and are measured at their redemption values at the end of each period. If the redemption value is greater than the carrying value, an adjustment is recorded in retained earnings to record the NCI at its redemption value. Redeemable NCIs that are mandatorily redeemable are classified as a liability in the Consolidated Balance Sheets under either other current liabilities or other long-term liabilities, depending on the remaining duration until settlement, and are measured at the amount of cash that would be paid if settlement occurred at the balance sheet date with any change from the prior period recognized as interest expense.

If the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, the Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust

the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount.

Net income attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income attributable to NCI is classified in the Consolidated Statements of Operations as part of consolidated net income and deducted from total consolidated net income to arrive at the net income attributable to the Company.

Investments in Affiliates and Other Entities

In the normal course of business, Synchronoss enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by Synchronoss in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. Synchronoss determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if Synchronoss is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When Synchronoss is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest.

The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over and holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for using the cost method unless the investment had a readily determinable fair value, at which it would then be reported.

If an entity fails to meet the characteristics of a VIE, the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if they determine that they, directly or indirectly, have greater than 50% of the voting shares, and determine that other equity holders do not have substantive participating rights.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually in the fourth quarter or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has one operating segment and one reportable segment because the aggregation criteria and the quantitative threshold test was met. The Company tests for goodwill impairment on each of its reporting units, which is at the operating segment or one level below the operating segment.

During the Company’s qualitative assessment, the Company makes significant estimates, assumptions, and judgments, around the financial performance of the Company, changes in share price, and forecasts of earnings, working capital requirements, and cash flows. The Company considers each reporting unit's historical results and operating trends as well as any strategic difference from the Company’s historical results when determining these assumptions.

The Company can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or the Company can directly perform the quantitative impairment test. If the Company determines that the fair value of a reporting unit is more likely than not to be less than its carrying amount, a quantitative impairment test is performed.

Fair value estimates used in the quantitative impairment test are calculated using a combination of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value.

The fair value measurement associated with the quantitative goodwill impairment test is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value goodwill could significantly increase or decrease the fair value estimates used for impairment assessments.

In order to assess the reasonableness of the estimated fair value of the Company’s reporting unit, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions.

This re-evaluation could result in a change to the estimated fair value of the reporting unit. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired.

If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss.

Impairment of Long-Lived Assets

A review of long-lived assets for impairment is performed when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to the asset’s carrying amount. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the amount by which the asset’s carrying amount exceeds its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis.

This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value long lived assets could significantly increase or decrease the fair value estimates used for impairment assessments.

Long lived assets that do not have indefinite lives are amortized/depreciated over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company reevaluates the useful life determinations each year to determine whether events and circumstances warrant a revision to the remaining useful lives.

Leases

The Company adopted Accounting Standards Codification Topic 842, Leases (ASC 842) on January 1, 2019. ASC 842 applies to a number of arrangements to which the Company is party whereby the Company acts as a lessee.

Whenever the Company enters into a new arrangement, it must determine, at the inception date, whether the arrangement contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset.

If a lease exists, the Company must then determine the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally

allocated to each lease and non-lease component for accounting purposes. However, the Company has elected to not separate lease and non-lease components. Each lease component is accounted for separately from other lease components, but together with the associated non-lease components.

For each lease, the Company must then determine:

•The lease term - The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise or that are controlled by the lessor and (ii) termination options the Company is reasonably certain not to exercise.

•The present value of lease payments is calculated based on:

–Lease payments - Lease payments include certain fixed and variable payments, less lease incentives, together with amounts probable of being owed by the Company under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement. Lease payments exclude consideration that is: (i) not related to the transfer of goods and services to the Company and (ii) allocated to the non-lease components in a lease arrangement, except for the classes of assets where the Company has elected to not separate lease and non-lease components.

–Discount rate - The discount rate must be determined based on information available to the Company upon the commencement of a lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company's leases is generally not readily determinable, the Company generally uses the hypothetical incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term.

•Lease classification - In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee's and lessor's rights, obligations and economic incentives over the term of the lease.

Generally, upon the commencement of a lease, the Company will record a lease liability and a right-of-use (ROU) asset. However, the Company has elected, for certain classes of underlying assets with initial lease terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs and (ii) lease payments made, net of lease incentives received, prior to lease commencement.

Over the lease term, the Company generally increases its lease liabilities using the effective interest method and decreases its lease liabilities for lease payments made. The Company generally amortizes its ROU assets over the shorter of the estimated useful life or the lease term and assesses its ROU assets for impairment, similar to other long-lived assets.

For finance leases, amortization expense and interest expense are recognized separately in the Consolidated Statements of Operations, with amortization expense generally recorded on a straight-line basis and interest expense recorded using the effective interest method. For operating leases, a single lease cost is generally recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Lease costs for short-term leases not recognized in the Consolidated Balance Sheets are recognized in the Consolidated Statements of Operations and are expensed as incurred. Variable lease costs not initially included in the lease liability and ROU asset impairment charges are expensed as incurred.

Income Taxes

In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the Net Operating

Loss provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss.

Since we conduct operations on a global basis, our effective tax rate has and will depend upon the geographic distribution of our pre-tax earnings among locations with varying tax rates. We account for the effects of income taxes that result from our activities during the current and preceding years. Under this method, deferred income tax liabilities and assets are based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse or be utilized. The realization of deferred tax assets is contingent upon the generation of future taxable income. A valuation allowance is recorded if it is “more likely than not” that a portion or all of a deferred tax asset will not be realized.

In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.

We recognize a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured by determining the amount that has a greater than 50 percent likelihood of being realized upon the settlement of the position. Components of the reserve are classified as current or a long-term liability in the Consolidated Balance Sheets based on when we expect each of the items to be settled. We record interest and penalties accrued in relation to uncertain tax benefits as a component of interest expense.

While we believe we have identified all reasonably identifiable exposures and that the reserve we have established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause us to either materially increase or reduce the carrying amount of our tax reserves. In general, tax returns for the year 2018 and thereafter are subject to future examination by tax authorities. Additionally, to the extent we utilize our NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities in the future period when the attribute is utilized.

Our policy has been to leave our cumulative unremitted foreign earnings invested indefinitely outside the United States, and we intend to continue this policy. Although distributions to the U.S. are generally not subject to U.S. federal taxes, the Company continues to assert permanent reinvestment of foreign earnings. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts.

Foreign Currency

The functional currency of non-U.S. entities is translated into U.S. dollars for balance sheet accounts using the month end rates in effect as of the balance sheet date and average exchange rate for revenue and expense accounts for each respective period. The translation adjustments are deferred as a separate component of stockholders’ equity within accumulated other comprehensive income.

Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense, within the Consolidated Statements of Operations and were as follows:


	Twelve Months Ended December 31,
	2022		2021		2020
Net gain (loss) on foreign currency translations	$	2,702	$	(5,810)	$	4,234

Comprehensive Income (Loss)

Reporting on comprehensive income requires components of other comprehensive income, including unrealized gains or losses on available-for-sale securities, to be included as part of total comprehensive income. Comprehensive income is comprised of net income, translation adjustments and unrealized gains and losses on available-for-sale securities. The components of comprehensive income are included in the Consolidated Statements of Comprehensive Income (Loss).

Basic and Diluted Net Income Attributable to Common Stockholders per Common Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the year, excluding amounts associated with restricted shares.

Diluted EPS is computed based upon the weighted average number of common shares outstanding for the year plus the potential dilutive effect of common stock equivalents using the treasury stock method and the average market price of the Company’s common stock for the year. The potential dilutive effect of common stock includes stock options, convertible debt and unvested restricted stock. The dilutive effects of stock options and restricted stock awards are based on the treasury stock method. The dilutive effect of the assumed conversion of convertible debt is determined using the if-converted method. The after-tax effect of interest expense related to the convertible securities is added back to net income, and the convertible debt is assumed to have been converted into common shares at the beginning of the period.

The Company includes participating securities (Redeemable Convertible Preferred Stock - Participation with Dividends on Common Stock that contain preferred dividend) in the computation of EPS pursuant to the two-class method. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company.

Stock-Based Compensation

As of December 31, 2022, the Company maintains three stock-based compensation plans.

The Company utilizes the Black-Scholes pricing model to determine the fair value of stock options on the dates of grant. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. The Company recognizes stock-based compensation over the requisite service period with an offsetting credit to additional paid-in capital.

For the Company’s performance restricted stock awards and units, the Company estimates the number of shares the recipient is to receive by applying a probability of achieving the performance goals. The actual number of shares the recipient receives is determined at the end of the performance period based on the results achieved versus goals based on the performance targets, such as revenues and earnings before interest, tax, depreciation and amortization (“EBITDA”) after certain adjustments, and Total Shareholder Return (TSR). The compensation cost is recognized using straight line method over the requisite service period for each vesting tranche. Performance based stock awards are measured at the closing stock price on the grant date and are recognized straight line over the requisite service period. Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period.

Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on historical information of the Company’s stock. The average expected life was

determined using historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The Company has never declared or paid cash dividends on the common equity and does not anticipate paying any cash dividends on the common equity in the foreseeable future. Forfeitures are accounted for as they occur.

Segment and Geographic Information

The Company’s chief operating decision‑maker is the Chief Executive Officer. The Company operates and offers various products in North America, Europe and Asia‑Pacific with the majority of the Company’s revenue and assets in the U.S. The Company assessed its current structure and operations and determined it has one reportable segment as the business is managed and assessed by the chief operating decision-maker based on the consolidated results of the organization.

Revenues by geography are based on the billing addresses of the Company’s customers. The following tables set forth revenues and property and equipment, net by geographic area:


	Year Ended December 31,
	2022		2021		2020
Revenues:
Domestic	$	200,086	$	225,433	$	228,639
Foreign	52,542		55,182		63,031
Total	$	252,628	$	280,615	$	291,670


	Year Ended December 31,
	2022		2021
Property and equipment, net:
Domestic	$	2,997	$	4,115
Foreign	1,585		2,864
Total PPE, net	$	4,582	$	6,979

Revenue - Remaining Performance Obligations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 110.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, percent	93.28%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years

Goodwill and Intangibles - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Beginning balance	$ 224,577	$ 232,771
Goodwill allocated to the sale of DXP Business	(7,567)
Translation adjustments	(6,121)	(8,194)
Ending balance	$ 210,889	$ 224,577

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Leases - ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ROU assets:
Non-current operating lease ROU assets	$ 20,863
Operating lease liabilities:
Accrued operating lease liabilities	5,497	$ 7,491
Non-current operating lease liabilities	29,222
Total operating lease liabilities	$ 34,719
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses	Accrued expenses
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Leases, non-current

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 14, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40574
Entity Registrant Name	SYNCHRONOSS TECHNOLOGIES, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1594540
Entity Address, Address Line One	200 Crossing Boulevard
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	Bridgewater
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08807
City Area Code	866
Local Phone Number	620-3940
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 85.2
Entity Common Stock, Shares Outstanding (in shares)		90,811,698
Documents Incorporated by Reference	Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the Registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders (the “Proxy Statement”), which is to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2022. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10‑K.
Entity Central Index Key	0001131554
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Filer Category	Accelerated Filer
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.0001 par value
Trading Symbol	SNCR
Security Exchange Name	NASDAQ
8.375% Senior Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	8.375% Senior Notes due 2026
Trading Symbol	SNCRL
Security Exchange Name	NASDAQ

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows:

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

•Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and

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

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


	December 31, 2022
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	21,921	$	21,921	$	—	$	—


Total assets	$	21,921	$	21,921	$	—	$	—



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 ventures.

Redeemable Noncontrolling Interests

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

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

The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the year ended December 31, 2022 were as follows:


	Redeemable noncontrolling interests
Balance at December 31, 2021	$	12,500
Fair value adjustment	(200)
Net loss attributable to redeemable noncontrolling interests	200
Balance at December 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

Earnings per Common Share (Tables)

12 Months Ended

Dec. 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.


	Twelve Months Ended December 31,
		2022		2021		2020
Numerator - Basic:
Net loss from operations		$	(7,716)	$	(23,098)	$	(10,358)
Net (loss) income attributable to redeemable noncontrolling interests		(200)		156		(344)
Preferred stock dividend		(9,552)		(35,509)		(37,981)



Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)

Numerator - Diluted:
Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)




Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)

Denominator:
Weighted average common shares outstanding — basic		86,232		64,734		41,950







Earnings (loss) per share:


Basic		$	(0.20)	$	(0.90)	$	(1.16)



Diluted		$	(0.20)	$	(0.90)	$	(1.16)




Anti-dilutive stock options excluded		—		—		—

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following:


	December 31,
	2022		2021
Computer hardware	$	116,569	$	178,619
Computer software	26,173		52,061

Furniture and fixtures	4,106		5,613
Finance lease right-of-use assets	1,440		1,065
Leasehold improvements	14,547		18,369
Property and equipment, gross	162,835		255,727
Less: Accumulated depreciation	(158,253)		(248,748)
Property and equipment, net	$	4,582	$	6,979

Depreciation expense was approximately $3.6 million, $6.5 million and $15.6 million for the year ended December 31, 2022, 2021, and 2020, respectively. Amortization of property and equipment recorded under capital leases are included in depreciation expense.

Capital Structure - Preferred Stock (Details) - Series B Preferred Stock shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) \| shares	75
Amortization of preferred stock issuance costs (in shares) \| shares	0
Issuance of preferred PIK dividend (in shares) \| shares	3
Redemption of Series B preferred shares (in shares) \| shares	(7)
Ending balance (in shares) \| shares	71
Beginning balance	$ 72,505
Amortization of preferred stock issuance costs	143
Issuance of preferred PIK dividend	2,438
Redemption of Series B preferred shares	6,738
Ending balance	68,348
Temporary equity, carrying amount	68,300
Temporary equity, gross amount	70,700
Temporary equity, unamortized issuance costs	$ (2,400)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 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:


	December 31, 2022
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	21,921	$	21,921	$	—	$	—


Total assets	$	21,921	$	21,921	$	—	$	—



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 ventures.

Schedule of Changes in Fair Value of Level 3

The changes in fair value of the Company’s Level 3 redeemable noncontrolling interests during the year ended December 31, 2022 were as follows:


	Redeemable noncontrolling interests
Balance at December 31, 2021	$	12,500
Fair value adjustment	(200)
Net loss attributable to redeemable noncontrolling interests	200
Balance at December 31, 2022	$	12,500

Capital Structure - Additional Information (Details)						12 Months Ended					72 Months Ended
Capital Structure - Additional Information (Details)	Jun. 30, 2021 USD ($) director $ / shares shares	Jun. 29, 2021 USD ($) $ / shares shares	Aug. 19, 2020 USD ($)	Feb. 15, 2018 USD ($) $ / shares shares	Feb. 04, 2016 USD ($)	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2018 shares	Dec. 31, 2016 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Jun. 16, 2022 shares	Jun. 15, 2022 shares
Class of Stock [Line Items]
Capital stock authorized (in shares)						160,000,000					160,000,000
Capital stock, par value (in dollars per share) \| $ / shares						$ 0.0001					$ 0.0001
Common stock, shares authorized (in shares)						150,000,000	100,000,000				150,000,000	150,000,000	100,000,000
Preferred stock, shares authorized (in shares)						10,000,000					10,000,000
Dividends \| $						$ 0
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001				$ 0.0001	$ 0.0001				$ 0.0001
Retirement of treasury stock (in shares)									3,900,000
Number of elected class two directors \| director	1
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
Number of shares repurchased under program (in shares)				5,994,667				6,000,000
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares				$ 1,000
Preferred stock, shares issued (in shares)				185,000
Minimum
Class of Stock [Line Items]
Preferred stock, ownership percentage	5.00%
Maximum
Class of Stock [Line Items]
Preferred stock, ownership percentage	10.00%
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						150,000					150,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001					$ 0.0001	$ 0.0001				$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares	$ 1,000
Preferred stock, dividend rate, percentage one	9.50%
Preferred stock, dividend rate, percentage two	13.00%
Preferred stock, dividend rate, percentage three	14.00%
Liquidation and redemption value \| $						$ 73,000,000					$ 73,000,000
Proceeds from sale of stock transactions used for redemption of shares \| $	$ 50,000,000
Proceeds from sale of stock transactions, used for redemption of shares and buy back of shares \| $	$ 25,000,000
Preferred dividend paid in cash \| $						6,455,000	$ 1,781,000	$ 0
Redemption of Series B Preferred stock \| $						$ 6,738,000	$ 0	0
Preferred stock, shares authorized (in shares)						150,000	150,000				150,000
Preferred stock, shares outstanding (in shares)						71,000	75,000				71,000
Common Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote						1
Series A Preferred Stock
Class of Stock [Line Items]
Redemption of Series B Preferred stock \| $						$ 0	$ 278,665,000	$ 0
Stock redeemed (in shares)	268,917
Dividend rate, percentage				14.50%
Value of shares redeemed \| $	$ 278,700,000
Preferred stock, shares authorized (in shares)						0					0
Preferred stock, shares outstanding (in shares)						0					0
Share Repurchase Program 2016
Class of Stock [Line Items]
Stock repurchase program authorized amount \| $					$ 100,000,000
Number of shares repurchased under program (in shares)										1,300,000	0
Stock repurchased during period, value \| $										$ 40,000,000
Share Repurchase Program 2016 \| Minimum
Class of Stock [Line Items]
Stock repurchase program, period in force					12 months
Share Repurchase Program 2016 \| Maximum
Class of Stock [Line Items]
Stock repurchase program, period in force					18 months
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)		3,846,154
Private Placement
Class of Stock [Line Items]
Consideration received on transaction \| $		$ 102,300,000
Number of shares issued in transaction (in shares)		42,307,692
Private Placement \| Series B Preferred Stock
Class of Stock [Line Items]
Consideration received on transaction \| $	$ 72,800,000
Number of shares issued in transaction (in shares)	75,000

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 8,007
2024	8,170
2025	8,018
2026	7,857
2027	6,191
Thereafter	4,273
Total future lease payments	42,516
Less: amount representing interest	(7,797)
Present value of future lease payments (lease liability)	$ 34,719

Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued liabilities	$ 935	$ 1,290
Deferred revenue	824	3,057
Bad debts reserve	2,219	2,270
Deferred compensation	5,714	6,236
Federal net operating loss carry forwards	5,324	13,419
State net operating loss carry forwards	8,777	9,332
Foreign net operating loss carry forwards	8,045	9,001
Lease obligations	6,696	8,262
Capital loss carry forwards	5,449	6,120
Intangible assets	3,527	6,100
Basis difference	6,454	6,268
Credits	8,227	9,720
Fixed assets	797	1,281
Interest limitation	26	1,232
Capitalization of research expenses	12,155	0
Other	235	97
Total deferred tax assets	75,404	83,685
Deferred tax liabilities:
Basis difference	(2,880)	(2,621)
Depreciation and amortization	(709)	(2,109)
Prepaids	(466)	(604)
Lease assets	(3,647)	(4,978)
Other	(497)	(492)
Total deferred tax liabilities	(8,199)	(10,804)
Less: valuation allowance	(67,671)	(73,441)
Net deferred income tax (liabilities) assets	$ (466)	$ (560)

Income Taxes - Carryforwards (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Details of net operating loss carryforwards [Line Items]
Net operating loss	$ 228,362
2023
Details of net operating loss carryforwards [Line Items]
Net operating loss	0
2024
Details of net operating loss carryforwards [Line Items]
Net operating loss	0
2025 - 2041
Details of net operating loss carryforwards [Line Items]
Net operating loss	178,993
Indefinite
Details of net operating loss carryforwards [Line Items]
Net operating loss	$ 49,369

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Operating activities:

Net loss from continuing operations

$ (7,716)

$ (23,098)

$ (10,358)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

31,753

34,760

42,672

Impairment of long-lived assets and capitalized software

1,305

1,013

Amortization of debt issuance costs

1,391

624

Loss on disposals of fixed assets

126

263

Gain on sale of DXP Business

(2,549)

Gain on disposals of intangible assets

(550)

(3,477)

Amortization of debt discount

Deferred income taxes

(164)

463

(911)

Stock-based compensation

5,461

9,343

11,137

Contingent consideration obligation

3,638

Operating lease impairment, net

175

1,353

5,350

Changes in operating assets and liabilities:

Accounts receivable, net

(748)

11,703

Prepaid expenses and other current assets

6,954

(4,394)

(1,641)

Accounts payable

3,024

(2,031)

(7,127)

Accrued expenses

(8,430)

3,468

898

Deferred revenues

(8,312)

(21,972)

(43,200)

Other liabilities

(8,094)

6,150

(6,635)

Net cash provided by (used in) operating activities

17,359

4,945

(564)

Investing activities:

Purchases of fixed assets

(1,408)

(1,521)

(885)

Additions to capitalized software

(19,758)

(22,972)

(16,665)

Acquisition of intangible assets

(400)

Proceeds from the sale of intangibles

550

3,600

Proceeds from the sale of DXP Business

8,000

Maturity of marketable securities available for sale

Net cash used in investing activities

(13,166)

(23,943)

(14,339)

Financing activities:

Share-based compensation-related proceeds, net of taxes paid on withholding shares

(1)

Taxes paid on withholding shares

(83)

(1)

(9)

Debt issuance costs related to long term debt

(8,606)

Proceeds from issuance of long term debt

141,077

Borrowings on revolving line of credit

10,000

Repayment of revolving line of credit

(10,000)

Proceeds from issuance of common stock

110,000

Proceeds from issuance of Series B Preferred stock

75,000

Net cash (used in) provided by financing activities

(13,276)

16,188

9,991

Effect of exchange rate changes on cash

(500)

643

(418)

Net decrease in cash and cash equivalents

(9,583)

(2,167)

(5,330)

Cash and cash equivalents, beginning of period

31,504

33,671

39,001

Cash and cash equivalents, end of period

21,921

31,504

33,671

Supplemental disclosures of cash flow information:

Cash paid for income taxes

4,562

3,449

6,138

Cash refund for income taxes

5,206

420

15,585

Cash paid for interest

11,822

3,657

212

Series B Preferred Stock

Financing activities:

Stock issuance costs

(2,495)

Preferred dividend paid in cash

(6,455)

(1,781)

Redemption of Preferred stock

(6,738)

Supplemental disclosures of non-cash investing and financing activities:

Paid in kind dividends on Preferred stock

2,581

Series A Preferred Stock

Financing activities:

Redemption of Preferred stock

(278,665)

Supplemental disclosures of non-cash investing and financing activities:

Paid in kind dividends on Preferred stock

^[1]

31,277

36,776

Common Stock

Financing activities:

Stock issuance costs

$ 0

$ (8,340)

$ 0

[1]	2021 amounts include amortization of preferred stock issuance costs accelerated due to Series A redemption.

Accumulated Other Comprehensive (Loss) / Income

12 Months Ended

Dec. 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 years ended December 31, were as follows:


	Balance at December 31, 2021		Other comprehensive loss		Tax effect		Balance at December 31, 2022
Foreign currency	$	(29,350)	$	(11,261)	$	—	$	(40,611)
Unrealized (loss) income on intercompany foreign currency transactions	(3,635)		191		(76)		(3,520)

Total	$	(32,985)	$	(11,070)	$	(76)	$	(44,131)


	Balance at December 31, 2020		Other comprehensive (loss) income		Tax effect		Balance at December 31, 2021
Foreign currency	$	(26,076)	$	(3,274)	$	—	$	(29,350)
Unrealized (loss) income on intercompany foreign currency transactions	(2,137)		(1,984)		486		(3,635)

Total	$	(28,213)	$	(5,258)	$	486	$	(32,985)


	Balance at December 31, 2019		Other comprehensive (loss) income		Tax effect		Balance at December 31, 2020
Foreign currency	$	(28,204)	$	2,128	$	—	$	(26,076)
Unrealized (loss) income on intercompany foreign currency transactions	(4,306)		3,130		(961)		(2,137)
Unrealized holding gains (losses) on marketable debt securities	(751)		751		—		—
Total	$	(33,261)	$	6,009	$	(961)	$	(28,213)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,921	$ 31,504
Accounts receivable, net	47,024	47,586
Prepaid & other current assets	36,342	42,901
Total current assets	105,287	121,991
Non-current assets:
Property and equipment, net	4,582	6,979
Operating lease right-of-use assets	20,863	26,399
Goodwill	210,889	224,577
Intangible assets, net	47,536	60,335
Loan receivable	4,834	4,834
Other assets, non-current	4,081	5,619
Total non-current assets	292,785	328,743
Total assets	398,072	450,734
Current liabilities:
Accounts payable	14,209	11,097
Accrued expenses	52,115	61,916
Deferred revenues, current	13,859	22,368
Total current liabilities	80,183	95,381
Long-term debt, net of debt issuance costs	134,584	133,104
Deferred tax liabilities	466	560
Deferred revenues, non-current	324	548
Leases, non-current	29,637	36,095
Other non-current liabilities	3,933	9,218
Total liabilities	249,127	274,906
Commitments and contingencies:
Redeemable noncontrolling interest	12,500	12,500
Stockholders’ equity:
Common stock, $0.0001 par value; 150,000 and 100,000 shares authorized, 90,853 and 88,305 shares issued; 90,853 and 88,305 outstanding at December 31, 2022 and December 31, 2021, respectively	9	9
Additional paid-in capital	488,848	492,512
Accumulated other comprehensive loss	(44,131)	(32,985)
Accumulated deficit	(376,629)	(368,713)
Total stockholders’ equity	68,097	90,823
Total liabilities and stockholders’ equity	398,072	450,734
Series B Preferred Stock
Current liabilities:
Series B Non-Convertible Perpetual Preferred Stock, $0.0001 par value; 150 and 150 shares authorized, 71 and 75 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	$ 68,348	$ 72,505

Stock Plans - Restricted Stock and Performance Stock (Details) shares in Thousands	12 Months Ended
	Dec. 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	3,205
Granted adjustment (in shares) \| shares	63
Vested (in shares) \| shares	(805)
Forfeited (in shares) \| shares	(652)
Non-vested at the end of the period (in shares) \| shares	4,385
Period end Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 3.57
Granted (in dollars per share) \| $ / shares	1.25
Granted adjustment (in dollars per share) \| $ / shares	1.64
Vested (in dollars per share) \| $ / shares	4.28
Forfeited (in dollars per share) \| $ / shares	2.74
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 1.82
Performance based cash units
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	1,996
Granted (in shares) \| shares	4,672
Granted adjustment (in shares) \| shares	(216)
Vested (in shares) \| shares	(63)
Forfeited (in shares) \| shares	(517)
Non-vested at the end of the period (in shares) \| shares	5,872
Period end Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 2.44
Granted (in dollars per share) \| $ / shares
Granted adjustment (in dollars per share) \| $ / shares
Vested (in dollars per share) \| $ / shares
Forfeited (in dollars per share) \| $ / shares
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 0.62
Performance based cash units \| 2015 Plan
Stockholder's Equity
Vesting period (in years)	3 years
Share-Based Payment Arrangement, Tranche One \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Two \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Three \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%

Summary of Significant Accounting Policies - Digital Experience Platform and Activation Solutions Sale (Details) - USD ($) $ in Thousands			12 Months Ended
	May 11, 2022	Mar. 07, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from the sale of DXP Business			$ 8,000	$ 0	$ 0
Gain on divestiture			2,549	$ 0	$ 0
Disposal group, held-for-sale \| DXP Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture consideration		$ 14,000
Amount to be received on the closing date	$ 7,500
Escrow deposit		500
Disbursement to be received 12 months from closing date	1,000
Earn-out		$ 5,000
Disposed of by sale \| DXP Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Escrow deposit	500
Proceeds from the sale of DXP Business	7,500
Disposal group, including discontinued operation, additional escrow deposit	1,000
Disposal group, including discontinued operation, fair value of earn-out provision	3,600
Disposal group, including discontinued operation, intangible assets	2,300
Disposal group, including discontinued operation, goodwill	7,600
Gain on divestiture			$ 2,500
Disposed of by sale \| DXP Business \| Other Current Assets
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, fair value of earn-out provision	$ 3,000

Allowance for Credit Losses (Tables)

12 Months Ended

Dec. 31, 2022

Credit Loss [Abstract]

Schedule of Allowance For Credit Losses

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:


	Allowance for credit losses
Balance at December 31, 2021	$	478
Current period change for expected credit losses	(110)
Balance at December 31, 2022	$	368

Commitments

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments

Non-cancelable agreements

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

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


Year	Non-cancelable agreements
2023	$	20,343
2024	17,565
2025	10,691

Total	$	48,599

Investments in Affiliates and Related Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]
Current period change for expected credit losses			$ (110)
Sequential Technology International L L C And A P Capital Holdings I I L L C
Schedule of Equity Method Investments [Line Items]
Other assets fair value disclosure	$ 4,800
Sequential Technology International L L C And A P Capital Holdings I I L L C \| Loans Payable
Schedule of Equity Method Investments [Line Items]
Principal amount	9,000
Contingent consideration, liability	$ 16,000
Interest rate, as a percent	8.00%
Term	3 years
Proceeds from sale, percentage	5.00%
STIN
Schedule of Equity Method Investments [Line Items]
Current period change for expected credit losses			(800)
Accretion of interest			$ 800
Sequential Technology International, LLC
Schedule of Equity Method Investments [Line Items]
Duration of services agreement				3 years
Consideration received		$ 1,600

Revenue - Contract Assets and Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Changes In Contract Liabilities [Roll Forward]
Balance - January 1, 2022	$ 22,916
Revenue recognized in the period	(253,822)
Amounts billed but not recognized as revenue	245,089
Balance - December 31, 2022	$ 14,183

Revenue - Narrative (Details) - USD ($)	12 Months Ended
Revenue - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract asset, balance	$ 15,500,000
Contract Acquisition Costs
Disaggregation of Revenue [Line Items]
Impairment capitalized contract cost	0
Contract Fulfillment Costs
Disaggregation of Revenue [Line Items]
Capitalized contract cost	$ 1,700,000	$ 1,500,000

Stock Plans - Black-Scholes Assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted-average assumptions
Expected stock price volatility	74.10%	82.30%	74.50%
Risk-free interest rate	3.10%	0.70%	1.00%
Expected life of options (in years)	4 years 1 month 24 days	4 years 2 months 23 days	4 years 5 months 19 days
Expected dividend yield	0.00%	0.00%	0.00%
Weighted-average fair value (PSV) of the options (in dollars per share)	$ 0.71	$ 1.83	$ 2.79

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (7,716)	$ (23,098)	$ (10,358)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(11,261)	(3,274)	2,128
Unrealized loss on available for sale securities	0	0	751
Net income (loss) on inter-company foreign currency transactions	115	(1,498)	2,169
Total other comprehensive (loss) income	(11,146)	(4,772)	5,048
Comprehensive loss	(18,862)	(27,870)	(5,310)
Comprehensive (loss) income attributable to redeemable noncontrolling interests	(200)	156	(344)
Comprehensive loss attributable to Synchronoss	$ (19,062)	$ (27,714)	$ (5,654)

Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net gain (loss) on foreign currency translations	$ 2,702	$ (5,810)	$ 4,234

Restructuring (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of the Restructuring Accrual and Changes

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


	Balance at December 31, 2021		Charges		Payments		Other Adjustments		Balance at December 31, 2022
Employment termination costs	$	3,247	$	1,905	$	(4,167)	$	(153)	$	832

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ (1,611)	$ 6,852	$ 30,365
State	(108)	(78)	56
Foreign	(232)	(1,257)	(3,643)
Deferred:
Federal	(30)	9	262
State	126	(70)	(229)
Foreign	(4)	1,721	297
Income tax (provision) benefit	$ (1,859)	$ 7,177	$ 27,108

- Definition

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

+ References + Details

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Offering of 2021 Senior Notes due 2026

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

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

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

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

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

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

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

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

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


Senior Notes	December 31, 2022		December 31, 2021
2021 Non-convertible 8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost	(6,493)		(7,973)
Carrying value of Senior Notes	$	134,584	$	133,104

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

The total fair value of the outstanding Senior Notes was $101.3 million as of December 31, 2022. The Company is in compliance with its debt covenants as of December 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 0.0%.

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

Interest expense

The following table summarizes the Company’s interest expense:


	Twelve Months Ended December 31,
		2022		2021		2020
2021 Non-Convertible 8.375% Senior Notes due 2026:
Amortization of debt issuance costs		$	1,391	$	625	$	—
Interest on borrowings		11,815		5,458		—
Amortization of debt discount		88		9		—
2019 Revolving Credit Facility:
Amortization of debt issuance costs		—		84		52
Commitment fee		—		—		4
Interest on borrowings		—		126		202

Other		346		118		218
Total		$	13,640	$	6,420	$	476

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:


	December 31,
	2022		2021
Computer hardware	$	116,569	$	178,619
Computer software	26,173		52,061

Furniture and fixtures	4,106		5,613
Finance lease right-of-use assets	1,440		1,065
Leasehold improvements	14,547		18,369
Property and equipment, gross	162,835		255,727
Less: Accumulated depreciation	(158,253)		(248,748)
Property and equipment, net	$	4,582	$	6,979

Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Fair Value, Recurring Basis, Unobservable Input Reconciliation Net, Derivative Asset Liability, Gain (Loss) Statement Of Income, Extensible List Not Disclosed Flag	interest expense
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years

Stock Plans - Plan Information (Details) - USD ($) $ in Millions	Jun. 16, 2022	Nov. 01, 2021	Dec. 31, 2022	Jun. 15, 2022	Dec. 31, 2021	Dec. 15, 2017	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)	150,000,000		150,000,000	100,000,000	100,000,000
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	12,900,000
Number of shares authorized (in shares)	42,197,175						29,297,175
Number of shares available for grant (in shares)			8,000,000
Liability, accrued expenses, non-vested			$ 0.2
2017 New Hire Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)						1,500,000
Number of shares available for grant (in shares)			1,000,000
2017 New Hire Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)		566,711
Number of shares authorized (in shares)		2,066,711				1,500,000

Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 1,391	$ 624	$ 0
Amortization of debt discount	88	9	0
Other	346	118	218
Total	13,640	6,420	476
Senior Notes Due June 30, 2026 [Member] \| Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	1,391	625	0
Interest on borrowings	11,815	5,458	0
Amortization of debt discount	88	9	0
2019 Revolving Credit Facility: \| Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	0	84	52
Interest on borrowings	0	126	202
Commitment fee	$ 0	$ 0	$ 4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2019		51,704
Beginning balance (in shares) at Dec. 31, 2019			(7,162)
Beginning balance at Dec. 31, 2019	$ 76,077	$ 5	$ (82,087)	$ 525,739	$ (33,261)	$ (334,319)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	11,246			11,246
Issuance of restricted stock (in shares)		(525)
Preferred stock dividends accrued	(34,451)			(34,451)
Amortization of preferred stock issuance costs	(3,530)			(3,530)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(2)
Shares withheld for taxes in connection with issuance of restricted stock	0
Net loss attributable to Synchronoss	(10,358)					(10,358)
Non-controlling interest	0			344		(344)
Total other comprehensive income (loss)	5,048				5,048
Adoption of new credit loss accounting standard	(750)					(750)
Ending balance (in shares) at Dec. 31, 2020		51,177
Ending balance (in shares) at Dec. 31, 2020			(7,162)
Ending balance at Dec. 31, 2020	43,282	$ 5	$ (82,087)	499,348	(28,213)	(345,771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	9,259			9,259
Issuance of restricted stock (in shares)		1,982
Issuance of restricted stock	1			1
Preferred stock dividends accrued	(22,718)			(22,718)
Amortization of preferred stock issuance costs	(12,791)			(12,791)
Net loss attributable to Synchronoss	(23,098)					(23,098)
Non-controlling interest	0			(156)		156
Total other comprehensive income (loss)	(4,772)				(4,772)
Issuance of common stock related to acquisition (in shares)		42,308
Issuance of common stock related to acquisition	110,000	$ 4		109,996
Common Stock - Issuance Costs	(8,340)			(8,340)
Retirement of treasury stock (in shares)		(7,162)	7,162
Retirement of treasury stock	$ 0		$ 82,087	(82,087)
Ending balance (in shares) at Dec. 31, 2021	88,305	88,305
Ending balance (in shares) at Dec. 31, 2021			0
Ending 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	5,771			5,771
Issuance of restricted stock (in shares)		2,616
Issuance of restricted stock	0			0
Preferred stock dividends accrued	(9,409)			(9,409)
Amortization of preferred stock issuance costs	(143)			(143)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(68)
Shares withheld for taxes in connection with issuance of restricted stock	(83)			(83)
Net loss attributable to Synchronoss	(7,716)					(7,716)
Non-controlling interest	0			200		(200)
Total other comprehensive income (loss)	$ (11,146)				(11,146)
Ending balance (in shares) at Dec. 31, 2022	90,853	90,853
Ending balance (in shares) at Dec. 31, 2022			0
Ending balance at Dec. 31, 2022	$ 68,097	$ 9	$ 0	$ 488,848	$ (44,131)	$ (376,629)

401(k) Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(k) Plan (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Employer contribution incurred and expensed under 401(k) Plan	$ 1.8	$ 2.5	$ 2.9

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	100,000,000
Common stock, shares issued (in shares)	90,853,000	88,305,000
Common stock, shares outstanding (in shares)	90,853,000	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)	71,000	75,000
Preferred stock, shares outstanding (in shares)	71,000	75,000

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business General Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) is a leading provider of white label cloud, messaging, digital and network management solutions that enable our customers to keep subscribers, systems, networks and content in sync. The Synchronoss Personal CloudTM solution is designed to create an engaging and trusted customer experience through ongoing content management and engagement. The Synchronoss Personal CloudTM platform is a secure and highly scalable, white label platform that allows our customers’ subscribers to backup and protect, engage with, and manage their personal content and gives our operator customers the ability to increase average revenue per user (“ARPU”) and reduce churn. Our Synchronoss Personal CloudTM platform is specifically designed to support smartphones, tablets, desktops computers, laptops, wearables for health and wellness, cameras, TVs, security cameras, routers, as well as connected automobiles and homes. Synchronoss’ Messaging platform powers mobile messaging and mailboxes for hundreds of millions of telecommunication subscribers. Our 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”). Our Mobile Messaging Platform (“MMP”) is poised to provide a single standard ecosystem for onboarding and management to brands, advertisers and message wholesalers. The Synchronoss NetworkX products provide operators with the tools and software to design their physical network, streamline their infrastructure purchases, and manage and optimize comprehensive network expenses for leading top tier carriers around the globe.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Iselin, New Jersey
Auditor Firm ID	42

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
401(k) Plan	401(k) Plan The Company has a 401(k) plan (the “401(k) Plan”) covering all eligible employees. The 401(k) Plan allows for a discretionary employer match. The Company incurred and expensed $1.8 million, $2.5 million, and $2.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, in 401(k) Plan match contributions.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Level 3 Redeemable Noncontrolling Interests (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests
Fair Value, Recurring Basis, Unobservable Input Reconciliation Net, Derivative Asset Liability, Gain (Loss) Statement Of Income, Extensible List Not Disclosed Flag	interest expense
Redeemable Noncontrolling Interests
Changes in fair value of the Company’s Level 3 redeemable noncontrolling interests
Balance at December 31, 2021	$ 12,500
Fair value adjustment	(200)
Net loss attributable to redeemable noncontrolling interests	200
Balance at December 31, 2022	$ 12,500

Restructuring

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring

The Company continues to identify workforce optimization opportunities to better align the Company’s resources with its key strategic priorities.

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


	Balance at December 31, 2021		Charges		Payments		Other Adjustments		Balance at December 31, 2022
Employment termination costs	$	3,247	$	1,905	$	(4,167)	$	(153)	$	832

Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 21,921	$ 31,504
Total assets	21,921	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	21,921	31,504
Total assets	21,921	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

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2022		2021
Accrued compensation and benefits	$	23,834	$	29,773
Accrued professional service fees	3,972		3,259
Accrued telecommunications and hosting	2,006		1,736
Accrued income taxes payable	803		1,844
Accrued Series B preferred dividend	2,298		1,781
Accrued operating lease liabilities	5,497		7,491
Accrued third party tech services	1,226		4,277
Accrued 2021 8.375% Senior Notes - Interest	1,969		1,969

Accrued other	10,510		9,786
Total	$	52,115	$	61,916

Stock Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Twelve Months Ended December 31,
		2022		2021		2020
Cost of revenues		$	788	$	1,593	$	2,409
Research and development		1,728		2,862		4,380
Selling, general and administrative		2,945		4,850		4,348
Total stock-based compensation expense		$	5,461	$	9,305	$	11,137

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


	Twelve Months Ended December 31,
		2022		2021		2020
Stock options		$	2,570	$	3,748	$	1,308
Restricted stock awards		2,899		5,364		9,743
Performance Based Cash Units		(8)		193		86

Total stock-based compensation before taxes		$	5,461	$	9,305	$	11,137
Tax benefit		$	1,062	$	1,750	$	1,815

Schedule of Fair Value Assumptions

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


	Twelve Months Ended December 31,
		2022			2021			2020
Expected stock price volatility		74.1		%	82.3		%	74.5		%
Risk-free interest rate		3.1		%	0.7		%	1.0		%
Expected life of options (in years)		4.15			4.23			4.47
Expected dividend yield		0.0		%	0.0		%	0.0		%
Weighted-average fair value of the options		$	0.71		$	1.83		$	2.79

Schedule of Information about Stock Options Outstanding

The following table summarizes information about stock options outstanding as of December 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	3,039	1.22
Options Exercised	—	—
Options Cancelled	(1,113)	8.33
Outstanding at December 31, 2022	6,641	$	3.80	5.28	$	—
Vested and exercisable at December 31, 2022	2,445	$	7.08	3.84	$	—

Schedule of Unvested Restricted Stock and Performance Shares Activity

A summary of the Company’s unvested restricted stock at December 31, 2022, and changes during the year ended December 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	3,205	1.25
Granted adjustment1	63	1.64
Vested	(805)	4.28
Forfeited	(652)	2.74
Unvested at December 31, 2022	4,385	$	1.82

_____________________________

1 Represents performance based cash units grants that vested and were paid out in form of shares of stock during the period.

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


Unvested Cash Units	Number of Awards	Period end Fair Value
Unvested at December 31, 2021	1,996	$	2.44
Granted	4,672
Granted adjustment 1	(216)
Vested	(63)
Forfeited	(517)
Unvested at December 31, 2022	5,872	$	0.62

_____________________________

1 Includes changes in the unvested units due to performance adjustments.

Summary of Significant Accounting Policies - Software Development Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Unamortized software development costs	$ 30,877,000	$ 33,152,000	$ 28,512,000
Software development amortization expense	18,211,000	15,412,000	10,843,000
Software development impairment charges	$ 0	$ 1,300,000	$ 900,000
Software and Software Development Costs \| Minimum
Intangible assets
Estimated economic life	2 years
Software and Software Development Costs \| Maximum
Intangible assets
Estimated economic life	3 years

Leases - Weighted Average Lease Term and Rates (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Weighted-average remaining lease term (years), weighted based on lease liability balances	5 years 3 months 21 days
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.00%
Cash paid for amounts included in the measurement of lease liabilities	$ 9,903
Lease liabilities arising from obtaining right-of-use assets	$ 0

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Unbilled receivables	$ 0.8	$ 4.0

Capital Structure

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Capital Structure

As of December 31, 2022, the Company’s authorized capital stock was 160 million shares of stock with a par value of $0.0001, of which 150 million shares were designated as common stock and 10 million shares were designated as preferred stock, 150 thousand of which were designated Series B Perpetual Non-Convertible Preferred Stock.

Common Stock

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

Common Stock Offering

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

Treasury Stock

On February 4, 2016, the Company announced that the Board of Directors approved a share repurchase program under which the Company may repurchase up to $100.0 million of its outstanding common stock for 12 to 18 months following the announcement. In 2016, the Company repurchased approximately 1.3 million shares of the Company’s common stock under

this program for an aggregate repurchase price of $40.0 million. There were no share repurchases subsequent to 2016. In 2018, in connection with execution of the Share Purchase Agreement, the Company received approximately 6.0 million shares of Synchronoss common stock, which have been recorded as Treasury shares as of December 31, 2020. Additionally, in 2018 the Company retired 3.9 million shares of common stock that were previously repurchased in prior years. Any related additional paid in capital and par values were removed from the common stock numbers. In the second quarter of 2021, the entire balance of Treasury Stock was sold in the underwritten public offering. Treasury Stock balance is nil as of December 31, 2022.

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

Series B Non-Convertible Preferred Stock

On June 30, 2021, the Company closed a private placement of 75,000 shares of its Series B Perpetual Non-Convertible Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the “Series B Preferred Stock”), for net proceeds of $72.8 million (the “Series B Transaction”). The sale of the Series B Preferred Stock was pursuant to the Series B Preferred Stock Purchase Agreement, dated as of June 24, 2021 (the “Series B Purchase Agreement”), between the Company and B. Riley Principal Investments, LLC (“BRPI”).

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

Certificate of Designation of the Series B Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference per share of Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1, 2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). The Company may choose to pay the Series B Preferred Dividends in cash or in additional shares of Series B Preferred Stock. In the event the Company does not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. As of December 31, 2022, the Liquidation Value and Redemption Value of the Series B Preferred Shares was $73.0 million.

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

accrued but unpaid dividends. Pursuant to the Series B Certificate, the Company will be required to use (i) the first $50.0 million of proceeds from certain transactions (i.e., disposition, sale of assets, tax refunds) received by the Company to redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25.0 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of the Series B Preferred Stock.

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

Investor Rights Agreement

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

A summary of the Company’s Series B Preferred Stock balance at December 31, 2022 and changes during the year ended December 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	—	143
Issuance of preferred PIK dividend	3	2,438



Redemption of Series B preferred shares	(7)	(6,738)
Balance at December 31, 20221	71	$	68,348

________________________________

1 Series B preferred stock net principal balance of $68.3 million is presented as gross principal balance of $70.7 million net of $2.4 million unamortized issuance costs.

Series A Convertible Preferred Stock

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

Certificate of Designation of the Series A Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series A Preferred Stock are set forth in the Series A Certificate. Under the Series A Certificate, the holders of the Series A Preferred Stock were entitled to receive, on each share of Series A Preferred Stock on a quarterly basis, an amount equal to the dividend rate of 14.5% divided by four and multiplied by the then-applicable Liquidation Preference (as defined in the Series A Certificate) per share of Series A Preferred Stock (collectively, the “Series A Preferred Dividends”). The Series A Preferred Dividends were due on January 1, April 1, July 1 and October 1 of each year (each, a “Series A Dividend Payment Date”).

The Company had the option to choose to pay the Series A Preferred Dividends in cash or in additional shares of Series A Preferred Stock. In the event the Company did not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Series A Preferred Dividend was added to the Liquidation Preference.

Redemption of Series A Preferred Stock

The net proceeds from the common stock public offering, Senior Note offering and the Series B Transaction was used in part to fully redeem all outstanding shares of the Company’s Series A Preferred Stock on June 30, 2021 (the “Redemption”). The Company redeemed in full all of the 268,917 outstanding shares of the Series A Preferred Stock for an aggregate Redemption Price of $278.7 million and all rights under the Investor Rights Agreement relating to the Series A Preferred Stock were terminated effective with the Redemption. No Series A Preferred Stock remains outstanding or authorized as of December 31, 2022. 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.

The Company and Siris Capital Group, LLC (“Siris”) entered into an Advisory Services Agreement dated as of May 18, 2020 under which Siris may provide consulting and advisory services to the Company on operational, business, financial and strategic matters. All obligations related to this Advisory Services Agreement were paid by the Company and the Advisory Services Agreement was terminated as of June 30, 2021.

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Finance lease right-of-use assets	$ 1,440	$ 1,065
Property and equipment, gross	162,835	255,727
Less: Accumulated depreciation	(158,253)	(248,748)
Property and equipment, net	4,582	6,979
Depreciation	3,600	6,500	$ 15,600
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, gross	116,569	178,619
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	26,173	52,061
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,106	5,613
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,547	$ 18,369

Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table shows the adjustments to goodwill during 2022 and 2021:


	Goodwill
Balance at December 31, 2020	$	232,771




Translation adjustments	(8,194)
Balance at December 31, 2021	$	224,577


Goodwill allocated to the sale of DXP Business	(7,567)

Translation adjustments	(6,121)
Balance at December 31, 2022	$	210,889

Schedule of Composition of Intangible Assets

The Company’s intangible assets consist of the following:


	December 31, 2022
	Cost		Accumulated Amortization		Net
Technology	$	96,209	$	(95,487)	$	722
Customer lists and relationships	118,022		(102,271)		15,751
Capitalized software and patents	94,227		(63,164)		31,063
Trade name	2,437		(2,437)		—
Total	$	310,895	$	(263,359)	$	47,536


	December 31, 2021
	Cost		Accumulated Amortization		Net
Technology	$	101,938	$	(96,732)	$	5,206
Customer lists and relationships	125,115		(103,385)		21,730
Capitalized software and patents	82,910		(49,511)		33,399
Trade name	2,453		(2,453)		—
Total	$	312,416	$	(252,081)	$	60,335

Schedule of Estimated Annual Amortization Expense of Intangible Assets for the Next Five Years

Estimated future amortization expense of its intangible assets for the next five years is as follows:


Year ending December 31,
2023	$	21,736
2024	11,733
2025	5,532
2026	1,080
2027	102
Thereafter	—
Total 1	$	40,183

_____________________________

1 As of December 31, 2022, the Company had $7.4 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Income Taxes - Reconciliation of Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	0.70%	(0.40%)	(0.50%)
Effect of rates different than statutory	12.30%	2.30%	(2.10%)
Minority interest	0.70%	(0.10%)	0.20%
Non-deductible bad debt adjustment	0.00%	0.00%	(2.90%)
Stock based compensation	(16.80%)	(5.10%)	(6.10%)
Foreign basis differences	18.50%	6.30%	9.80%
Regulatory matters	0.00%	(8.70%)	0.00%
Other permanent adjustments	(5.30%)	(2.50%)	(0.90%)
Federal and foreign tax credits	27.70%	0.90%	6.50%
Change in valuation allowance	73.60%	7.70%	(3.20%)
Uncertain tax positions	(2.60%)	(4.30%)	(0.70%)
Other	(0.10%)	(0.30%)	1.10%
Divestiture of assets	(20.40%)	0.00%	0.00%
Global intangible low-taxed income	(153.10%)	(8.50%)	3.90%
Base Erosion Anti-Abuse Tax and related elections	0.00%	0.00%	0.90%
NOL carryback and other refund claims	0.00%	15.40%	45.40%
Deferred tax adjustments	2.50%	0.00%	0.00%
Return to provision	9.60%	0.00%	0.00%
Effective tax rate	(31.70%)	23.70%	72.40%

Summary of Significant Accounting Policies - Accounts Receivable Securitization Facility (Details) - USD ($)	Jun. 23, 2022	Dec. 31, 2022
Accounts Receivable, Noncurrent, Past Due [Line Items]
Accounts receivable from securitization	$ 15,000,000
Borrowing capacity	$ 15,000,000
Commitment fee percentage	0.85%
Outstanding balance		$ 0
Hanover Rate
Accounts Receivable, Noncurrent, Past Due [Line Items]
Basis spread on variable rate (as a percent)	2.35%

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Accumulated Other Comprehensive (Loss) / Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Changes in accumulated other comprehensive income (loss)
Beginning balance	$ 90,823	$ 43,282	$ 76,077
Other comprehensive loss	(11,070)	(5,258)	6,009
Tax effect	(76)	486	(961)
Ending balance	68,097	90,823	43,282
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss)
Beginning balance	(32,985)	(28,213)	(33,261)
Ending balance	(44,131)	(32,985)	(28,213)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(29,350)	(26,076)	(28,204)
Other comprehensive loss	(11,261)	(3,274)	2,128
Tax effect	0	0	0
Ending balance	(40,611)	(29,350)	(26,076)
Unrealized (loss) income on intercompany foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(3,635)	(2,137)	(4,306)
Other comprehensive loss	191	(1,984)	3,130
Tax effect	(76)	486	(961)
Ending balance	$ (3,520)	(3,635)	(2,137)
Unrealized holding gains (losses) on marketable debt securities
Changes in accumulated other comprehensive income (loss)
Beginning balance		$ 0	(751)
Other comprehensive loss			751
Tax effect			0
Ending balance			$ 0

- 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

Goodwill and Intangibles

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

Goodwill

The Company records goodwill which represents the excess of the purchase price over the fair value of assets acquired, including other definite-lived intangible assets. Goodwill is reviewed annually for impairment or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The following table shows the adjustments to goodwill during 2022 and 2021:


	Goodwill
Balance at December 31, 2020	$	232,771




Translation adjustments	(8,194)
Balance at December 31, 2021	$	224,577


Goodwill allocated to the sale of DXP Business	(7,567)

Translation adjustments	(6,121)
Balance at December 31, 2022	$	210,889

When performing its annual impairment test, the Company compares the fair value of each reporting unit to its carrying amount with the fair values derived from the market approach and the income approach. Under the market approach, the Company estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit. The Company weights the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit. When market comparables are not meaningful or not available, the Company estimates the fair value of a reporting unit using only the income approach. Under the income approach, the Company estimates the fair value of a reporting unit based on the present value of estimated future cash flows. The Company bases cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The Company bases the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows.

In order to assess the reasonableness of the estimated fair value of the Company’s reporting units, the Company compares the aggregate reporting unit fair value to the Company’s market capitalization on an overall basis and calculates an implied control premium (the excess of the sum of the reporting units’ fair value over the Company’s market capitalization on an overall basis). The Company evaluates the control premium by comparing it to observable control premiums from recent comparable transactions. If the implied control premium is determined to not be reasonable in light of these recent transactions, the Company re-evaluates its reporting unit fair values, which may result in an adjustment to the discount rate and/or other assumptions. This re-evaluation could result in a change to the estimated fair value for certain or all reporting units. If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired.

The Company recognized no impairment charges to its goodwill for the years ended December 31, 2022, 2021, and 2020, respectively.

Other Intangible Assets

The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2022, 2021 and 2020 was $28.1 million, $28.3 million and $27.0 million, respectively.

The Company recognized impairment charges to its intangible assets of nil, $1.3 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020 respectively. The Company includes these impairments within depreciation and amortization in its Consolidated Statements of Operations.

The Company’s intangible assets consist of the following:


	December 31, 2022
	Cost		Accumulated Amortization		Net
Technology	$	96,209	$	(95,487)	$	722
Customer lists and relationships	118,022		(102,271)		15,751
Capitalized software and patents	94,227		(63,164)		31,063
Trade name	2,437		(2,437)		—
Total	$	310,895	$	(263,359)	$	47,536


	December 31, 2021
	Cost		Accumulated Amortization		Net
Technology	$	101,938	$	(96,732)	$	5,206
Customer lists and relationships	125,115		(103,385)		21,730
Capitalized software and patents	82,910		(49,511)		33,399
Trade name	2,453		(2,453)		—
Total	$	312,416	$	(252,081)	$	60,335

Estimated future amortization expense of its intangible assets for the next five years is as follows:


Year ending December 31,
2023	$	21,736
2024	11,733
2025	5,532
2026	1,080
2027	102
Thereafter	—
Total 1	$	40,183

_____________________________

Stock Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 5,461	$ 9,305	$ 11,137
Tax benefit	1,062	1,750	1,815
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 7,600
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 9 months 18 days
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 2,570	3,748	1,308
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	2,899	5,364	9,743
Performance Based Cash Units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	(8)	193	86
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 300
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 9 months 18 days
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 788	1,593	2,409
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	1,728	2,862	4,380
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 2,945	$ 4,850	$ 4,348

Investments in Affiliates and Related Transactions	12 Months Ended
Investments in Affiliates and Related Transactions	Dec. 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. The Note has been reflected in Loan Receivable on the Consolidated balance sheet. No gain or loss was recognized as a result of the transaction. As of December 31, 2022 the Company reassessed the fair value of the note and there were no material changes. In connection with the PIK note, the Company recorded a CECL adjustment of $0.8 million which offset the current year accretion of the interest of $0.8 million.

Earnings per Common Share (EPS)

12 Months Ended

Dec. 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.


	Twelve Months Ended December 31,
		2022		2021		2020
Numerator - Basic:
Net loss from operations		$	(7,716)	$	(23,098)	$	(10,358)
Net (loss) income attributable to redeemable noncontrolling interests		(200)		156		(344)
Preferred stock dividend		(9,552)		(35,509)		(37,981)



Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)

Numerator - Diluted:
Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)




Net loss attributable to Synchronoss		$	(17,468)	$	(58,451)	$	(48,683)

Denominator:
Weighted average common shares outstanding — basic		86,232		64,734		41,950







Earnings (loss) per share:


Basic		$	(0.20)	$	(0.90)	$	(1.16)



Diluted		$	(0.20)	$	(0.90)	$	(1.16)




Anti-dilutive stock options excluded		—		—		—

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Details of net operating loss carryforwards [Line Items]
(Provision) benefit for income taxes		$ (1,859)	$ 7,177	$ 27,108
Effective tax rate		(31.70%)	23.70%	72.40%
Net operating loss		$ 228,362
Valuation allowance increase (decrease) amount		(5,800)	$ (1,500)
Unrecognized tax benefits that would impact effective tax rate		3,900	3,900
Accrued interest		400	400	$ 300
Portion of current unrecognized tax benefit expected to be recognized		600
Cash refund for income taxes	$ 4,300	5,206	$ 420	$ 15,585
Federal
Details of net operating loss carryforwards [Line Items]
Net operating loss		25,400
Tax credit carryforward, amount		6,600
State
Details of net operating loss carryforwards [Line Items]
Net operating loss		148,500
Tax credit carryforward, amount		1,500
Foreign
Details of net operating loss carryforwards [Line Items]
Net operating loss		54,500
Tax credit carryforward, amount		$ 500

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

December 31, 2022, 2021, 2020:


	Beginning Balance		Additions		Reductions		Ending Balance
	(In thousands)
Allowance for credit losses:
2022	$	478	$	17	$	(127)	$	368
2021	$	543	$	650	$	(715)	$	478
2020	$	1,864	$	897	$	(2,218)	$	543


	Beginning Balance		Additions		Reductions		Ending Balance
	(In thousands)
Valuation allowance for deferred tax assets:
2022	$	73,441	$	1,464	$	(7,234)	$	67,671
2021	$	74,961	$	3,306	$	(4,826)	$	73,441
2020	$	73,346	$	7,402	$	(5,787)	$	74,961

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Twelve Months Ended December 31, 2022								Twelve Months Ended December 31, 2021
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography:
Americas	$	155,296	$	35,535	$	9,255	$	200,086	$	158,283	$	47,108	$	20,042	$	225,433
APAC	1,469		3,308		29,549		34,326		486		4,064		28,022		32,572
EMEA	6,566		1,495		10,155		18,216		7,213		3,284		12,113		22,610
Total	$	163,331	$	40,338	$	48,959	$	252,628	$	165,982	$	54,456	$	60,177	$	280,615

Service Line:
Professional Services	$	14,278	$	4,070	$	10,080	$	28,428	$	15,131	$	9,244	$	12,477	$	36,852
Transaction Services	858		6,018		56		6,932		5,852		6,721		12		12,585
Subscription Services	148,195		25,707		32,012		205,914		142,636		35,770		44,765		223,171
License	—		4,543		6,811		11,354		2,363		2,721		2,923		8,007
Total	$	163,331	$	40,338	$	48,959	$	252,628	$	165,982	$	54,456	$	60,177	$	280,615

Schedule of Significant Changes in the Contract Liabilities Balance

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


	Contract Liabilities1
Balance - January 1, 2022	$	22,916
Revenue recognized in the period	(253,822)
Amounts billed but not recognized as revenue	245,089


Balance - December 31, 2022	$	14,183

_____________________________

1 Comprised of deferred revenue.

Allowance for Credit Losses

12 Months Ended

Dec. 31, 2022

Credit Loss [Abstract]

Allowance for Credit Losses

Effective January 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” prospectively. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due.

The accounts receivable balance on the Company’s consolidated balance sheet as of December 31, 2022 was $47.0 million, net of $0.4 million of allowances. Changes in the allowance were not material for the year ended December 31, 2022. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:


	Allowance for credit losses
Balance at December 31, 2021	$	478
Current period change for expected credit losses	(110)
Balance at December 31, 2022	$	368

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of period	$ 4,514	$ 3,283	$ 3,269
Decrease related to lapse of Statute of Limitations	(1,043)	(827)	(262)
Increases for tax positions of current period	966	2,058	276
Unrecognized tax benefit, end of period	$ 4,437	$ 4,514	$ 3,283

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Components of Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2022		2021
Accrued compensation and benefits	$	23,834	$	29,773
Accrued professional service fees	3,972		3,259
Accrued telecommunications and hosting	2,006		1,736
Accrued income taxes payable	803		1,844
Accrued Series B preferred dividend	2,298		1,781
Accrued operating lease liabilities	5,497		7,491
Accrued third party tech services	1,226		4,277
Accrued 2021 8.375% Senior Notes - Interest	1,969		1,969

Accrued other	10,510		9,786
Total	$	52,115	$	61,916

Summary of Significant Accounting Policies - Geographical Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 252,628	$ 280,615	$ 291,670
Property and equipment, net	4,582	6,979
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	200,086	225,433	228,639
Property and equipment, net	2,997	4,115
Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	52,542	55,182	$ 63,031
Property and equipment, net	$ 1,585	$ 2,864

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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+ Details

Stock Plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock Plans

In March 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan replaces the Company’s prior 2000 Equity Incentive Plan (the “2000 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”) (collectively, the “Plans”). Beginning March 2015, all awards were granted under the 2015 Plan. In addition, any awards that were previously granted under any prior Plans that terminate without issuance of shares, shall be eligible for issuance under the 2015 Plan.

Under the 2015 Plan, the Company may grant to its employees, outside directors and consultants awards in the form of non-qualified stock options, shares of restricted stock, stock units, or stock appreciation rights and performance shares. The Company’s Board of Directors administers the Plan and is responsible for determining the individuals to be granted options or shares, the number of options or shares each individual will receive, the price per share and the exercise period of each option.

At the annual meeting of stockholders the Company held on June 16, 2022, the stockholders of the Company approved and adopted the Certificate of Amendment of the Company’s restated certificate of incorporation to increase the total number of shares of authorized common stock from 100 million shares to 150 million shares. Additionally, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan to increase the maximum total number of shares of common stock issuable under the Plans by 12.9 million shares from 29,297,175 shares to a new aggregate total of 42,197,175 shares.

On December 15, 2017, the Compensation Committee adopted the 2017 New Hire Equity Incentive Plan (“2017 New Hire Plan”), which is intended to be exempt from the stockholder approval requirements under the “inducement grant exception” provided by the Inducement Rule. The Committee authorized the issuance of up to 1.5 million Common Shares to new hires, with the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) providing for the attraction and retention of new employees with exceptional qualifications, (b) encouraging new employees to focus on critical long-range objectives, and (c) linking new employees directly to stockholder interests through increased stock ownership. As required by the Inducement Rule, the Company issues a press release promptly upon issuing shares to new employees pursuant to the 2017 New Hire Plan.

On November 1, 2021 Synchronoss Technologies, Inc. 2017 New Hire Equity Incentive Plan was amended to increase the maximum number of shares of Common Stock authorized for issuance under the 2017 Incentive Plan by 566,711 shares from 1,500,000 shares to a new aggregate total of 2,066,711 shares.

As of December 31, 2022, there were 8.0 million shares available for the grant or award under the Company’s 2015 Plan and 1.0 million shares available for the grant or award under the Company’s 2017 New Hire Equity Incentive Plan.

The Company’s performance cash awards granted to executives under the Long Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and the ability to settle such awards in cash upon vesting and has reflected such awards in accrued expenses. As of December 31, 2022, the liability for such awards is approximately $0.2 million.

Stock-Based Compensation

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


	Twelve Months Ended December 31,
		2022		2021		2020
Cost of revenues		$	788	$	1,593	$	2,409
Research and development		1,728		2,862		4,380
Selling, general and administrative		2,945		4,850		4,348
Total stock-based compensation expense		$	5,461	$	9,305	$	11,137

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


	Twelve Months Ended December 31,
		2022		2021		2020
Stock options		$	2,570	$	3,748	$	1,308
Restricted stock awards		2,899		5,364		9,743
Performance Based Cash Units		(8)		193		86

Total stock-based compensation before taxes		$	5,461	$	9,305	$	11,137
Tax benefit		$	1,062	$	1,750	$	1,815

The total stock-based compensation cost related to unvested equity awards as of December 31, 2022 was approximately $7.6 million. The expense is expected to be recognized over a weighted-average period of approximately 1.8 years.

The total stock-based compensation cost related to unvested performance-based cash units as of December 31, 2022 was approximately $0.3 million. The expense is expected to be recognized over a weighted-average period of approximately 1.8 years.

Stock Options

Stock options that were granted under the Company’s Plans generally vest 25% of the applicable shares on the first anniversary of the date of grant and thereafter an additional 1/48th for each month of continuous service.

Other than as set forth above, there were no significant changes to the Company’s Stock Option Plans during the year ended December 31, 2022.

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


	Twelve Months Ended December 31,
		2022			2021			2020
Expected stock price volatility		74.1		%	82.3		%	74.5		%
Risk-free interest rate		3.1		%	0.7		%	1.0		%
Expected life of options (in years)		4.15			4.23			4.47
Expected dividend yield		0.0		%	0.0		%	0.0		%
Weighted-average fair value of the options		$	0.71		$	1.83		$	2.79

The following table summarizes information about stock options outstanding as of December 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	3,039	1.22
Options Exercised	—	—
Options Cancelled	(1,113)	8.33
Outstanding at December 31, 2022	6,641	$	3.80	5.28	$	—
Vested and exercisable at December 31, 2022	2,445	$	7.08	3.84	$	—

The total intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021 was nil and nil, respectively. The total intrinsic value of stock options exercisable as of December 31, 2022 and 2021 was nil and nil, respectively.

Awards of Restricted Stock and Performance Stock

Restricted stock awards (“Restricted Stock”) granted under the Company’s Plans generally vest one-third of the applicable shares on the first, second, and third anniversary of the date of grant, considering a continuous service is provided.

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

There were no significant changes to the Company’s restricted stock award (“Restricted Stock”) and performance stock plan during the year ended December 31, 2022.

A summary of the Company’s unvested restricted stock at December 31, 2022, and changes during the year ended December 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	3,205	1.25
Granted adjustment1	63	1.64
Vested	(805)	4.28
Forfeited	(652)	2.74
Unvested at December 31, 2022	4,385	$	1.82

_____________________________

1 Represents performance based cash units grants that vested and were paid out in form of shares of stock during the period.

Restricted stock awards are granted subject to other service conditions or service and performance conditions (“Performance-Based Awards”). Restricted stock and Performance-Based Awards are measured at the closing stock price at the date of grant and are recognized straight line over the requisite service period.

Performance Based Cash Units

Performance based cash units (PBCU) generally vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors. The PBCU can be settled in cash or in equity as determined by the Compensation Committee.

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


Unvested Cash Units	Number of Awards	Period end Fair Value
Unvested at December 31, 2021	1,996	$	2.44
Granted	4,672
Granted adjustment 1	(216)
Vested	(63)
Forfeited	(517)
Unvested at December 31, 2022	5,872	$	0.62

_____________________________

1 Includes changes in the unvested units due to performance adjustments.

Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period. The expense for the period will increase or decrease based on updated fair values of these awards as well as the percentage achievement of the performance metrics at each reporting date.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income before Income Taxes

The components of income or (loss) from continuing operations before income taxes are as follows:


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(32,138)	$	(49,337)	$	(43,457)
Foreign	26,281		19,062		5,991
Total	$	(5,857)	$	(30,275)	$	(37,466)

Schedule of Components of Income Tax (Expense) Benefit

The components of income tax (expense) benefit from continuing operations are as follows:


	Year Ended December 31,
	2022		2021		2020
Current:
Federal	$	(1,611)	$	6,852	$	30,365
State	(108)		(78)		56
Foreign	(232)		(1,257)		(3,643)
Deferred:
Federal	(30)		9		262
State	126		(70)		(229)
Foreign	(4)		1,721		297
Income tax (provision) benefit	$	(1,859)	$	7,177	$	27,108

Schedule of Reconciliations of the Statutory Tax Rates and the Effective Tax Rates

Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2022, 2021 and 2020 are as follows:


	Year Ended December 31,
	2022		2021		2020
Statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	0.7	%	(0.4)	%	(0.5)	%
Effect of rates different than statutory	12.3	%	2.3	%	(2.1)	%
Minority interest	0.7	%	(0.1)	%	0.2	%
Non-deductible bad debt adjustment	—	%	—	%	(2.9)	%
Stock based compensation	(16.8)	%	(5.1)	%	(6.1)	%
Foreign basis differences	18.5	%	6.3	%	9.8	%
Regulatory matters	—	%	(8.7)	%	—	%
Other permanent adjustments	(5.3)	%	(2.5)	%	(0.9)	%
Federal and foreign tax credits	27.7	%	0.9	%	6.5	%
Change in valuation allowance	73.6	%	7.7	%	(3.2)	%
Uncertain tax positions	(2.6)	%	(4.3)	%	(0.7)	%
Other	(0.1)	%	(0.3)	%	1.1	%
Divestiture of assets	(20.4)	%	—	%	—	%
Global intangible low-taxed income	(153.1)	%	(8.5)	%	3.9	%
Base Erosion Anti-Abuse Tax and related elections	—	%	—	%	0.9	%
NOL carryback and other refund claims	—	%	15.4	%	45.4	%
Deferred tax adjustments	2.5	%	—	%	—	%
Return to provision	9.6	%	—	%	—	%
Effective tax rate	(31.7)	%	23.7	%	72.4	%

Schedule of Significant Components of the Company's Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows:


	As of December 31,
	2022		2021
Deferred tax assets:
Accrued liabilities	$	935	$	1,290
Deferred revenue	824		3,057
Bad debts reserve	2,219		2,270
Deferred compensation	5,714		6,236
Federal net operating loss carry forwards	5,324		13,419
State net operating loss carry forwards	8,777		9,332
Foreign net operating loss carry forwards	8,045		9,001
Lease obligations	6,696		8,262
Capital loss carry forwards	5,449		6,120
Intangible assets	3,527		6,100
Basis difference	6,454		6,268
Credits	8,227		9,720
Fixed assets	797		1,281
Interest limitation	26		1,232
Capitalization of research expenses	12,155		—
Other	235		97
Total deferred tax assets	$	75,404	$	83,685

Deferred tax liabilities:

Basis difference	$	(2,880)	$	(2,621)
Depreciation and amortization	(709)		(2,109)
Prepaids	(466)		(604)
Lease assets	(3,647)		(4,978)
Other	(497)		(492)
Total deferred tax liabilities	(8,199)		(10,804)
Less: valuation allowance	(67,671)		(73,441)
Net deferred income tax (liabilities) assets	$	(466)	$	(560)

Schedule of Net Operating Loss Carryforwards

Such NOL carryforwards expire as follows:


Year	NOL carryforward
2023	$	—
2024	—
2025 - 2041	178,993
Indefinite	49,369
Total	$	228,362

Schedule of Unrecognized Tax Benefits

A reconciliation of the amounts of unrecognized tax benefits excluding interest, are as follows:


	Unrecognized tax benefits
Balance at December 31, 2019	$	3,269


Decrease related to lapse of Statute of Limitations	(262)

Increases for tax positions of current period	276
Balance at December 31, 2020	3,283


Decrease related to lapse of Statute of Limitations	(827)

Increase for tax positions of current period	2,058
Balance at December 31, 2021	4,514


Decrease related to lapse of Statute of Limitations	(1,043)

Increase for tax positions of current period	966
Balance at December 31, 2022	$	4,437

Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share Reconciliation [Abstract]
Net loss from operations	$ (7,716)	$ (23,098)	$ (10,358)
Net (loss) income attributable to redeemable noncontrolling interests	(200)	156	(344)
Preferred stock dividend	(9,552)	(35,509)	(37,981)
Net loss attributable to Synchronoss	(17,468)	(58,451)	(48,683)
Net loss attributable to Synchronoss	$ (17,468)	$ (58,451)	$ (48,683)
Denominator:
Weighted average common shares outstanding - basic (in shares)	86,232	64,734	41,950
Basic (in dollars per share)	$ (0.20)	$ (0.90)	$ (1.16)
Diluted (in dollars per share)	$ (0.20)	$ (0.90)	$ (1.16)
Stock options
Denominator:
Anti-dilutive stock options excluded (in shares)	0	0	0

Additional Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income and Expenses [Abstract]
FX gains (losses)	$ 2,702	$ (5,810)	$ 4,234
Government refunds	828	450	1,597
Income from sale of intangible assets	0	550	3,477
Others	(83)	(67)	227
Total	$ 3,447	$ (4,877)	$ 9,535

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit losses:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 478	$ 543	$ 1,864
Additions	17	650	897
Reductions	(127)	(715)	(2,218)
Ending Balance	368	478	543
Valuation allowance for deferred tax assets:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	73,441	74,961	73,346
Additions	1,464	3,306	7,402
Reductions	(7,234)	(4,826)	(5,787)
Ending Balance	$ 67,671	$ 73,441	$ 74,961

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenues	$ 252,628	$ 280,615	$ 291,670
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	28,428	36,852
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	6,932	12,585
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	205,914	223,171
License
Disaggregation of Revenue [Line Items]
Net revenues	11,354	8,007
Americas
Disaggregation of Revenue [Line Items]
Net revenues	200,086	225,433
APAC
Disaggregation of Revenue [Line Items]
Net revenues	34,326	32,572
EMEA
Disaggregation of Revenue [Line Items]
Net revenues	18,216	22,610
Cloud
Disaggregation of Revenue [Line Items]
Net revenues	163,331	165,982
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	14,278	15,131
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	858	5,852
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	148,195	142,636
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues	0	2,363
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	155,296	158,283
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	1,469	486
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	6,566	7,213
Digital
Disaggregation of Revenue [Line Items]
Net revenues	40,338	54,456
Digital \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,070	9,244
Digital \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	6,018	6,721
Digital \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	25,707	35,770
Digital \| License
Disaggregation of Revenue [Line Items]
Net revenues	4,543	2,721
Digital \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	35,535	47,108
Digital \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	3,308	4,064
Digital \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,495	3,284
Messaging
Disaggregation of Revenue [Line Items]
Net revenues	48,959	60,177
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	10,080	12,477
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	56	12
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	32,012	44,765
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues	6,811	2,923
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	9,255	20,042
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	29,549	28,022
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	$ 10,155	$ 12,113

Allowance for Credit Losses (Details) $ in Thousands	12 Months Ended
Allowance for Credit Losses (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 478
Current period change for expected credit losses	(110)
Ending balance	$ 368

Legal Matters (Details) $ in Millions	Jun. 07, 2022 USD ($) defendant
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, damages awarded \| $	$ 12.5
Loss contingency, payment term	2 years
Loss contingency, number of defendants \| defendant	2

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

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

Risks and Uncertainties

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2022-04 - Liabilities—Supplier Finance Programs
(Subtopic 405-50). Disclosure of Supplier Finance Program Obligations

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

Planned date of adoption: January 1, 2023

Use of Estimates

Revenue Recognition

Transaction service arrangements include services such as processing equipment orders, new account setup and activation, number port requests, credit checks and inventory management.

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

When Payment is Typically Due

How Standalone Selling Price is Typically Estimated

Software License

Upon shipment or made available for download (point in time)

Within 90 days of delivery

Observable transactions or residual approach when prices are highly variable or uncertain

Software License with significant customization

Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Residual approach

Hosting Services

As hosting services are provided (over time)

Within 90 days of services
being provided

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Within 90 days of services
being performed

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

License: Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Observable transactions

Transaction Services

As transaction is processed (over time)

Within 90 days of transaction

Observable transactions

Subscription Services

Customer Support

Ratably over the course of the support contract
(over time)

Within 90 days of the start of the contract period

Observable transactions

SaaS

Over the course of the SaaS service once the system is available for use
(over time)

Within 90 days of services
being performed

Estimated using a cost-plus margin approach

Deferred Revenue

Service Level Standards

Cost of Revenues

Research and Development

Concentration of Credit Risk

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of acquisition to be cash equivalents.

Accounts Receivable

collected in the subsequent year.

Allowance for Credit Losses

Fair Value of Financial Instruments and Liabilities

•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.

Property and Equipment

Noncontrolling Interests and Mandatorily Redeemable Financial Instruments

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.

Investments in Affiliates and Other Entities

Goodwill

Impairment of Long-Lived Assets

Leases

For each lease, the Company must then determine:

•The present value of lease payments is calculated based on:

Income Taxes

Loss provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss.

Foreign Currency

Comprehensive Income (Loss)

Basic and Diluted Net Income Attributable to Common Stockholders per Common Share

Basic EPS is computed based upon the weighted average number of common shares outstanding for the year, excluding amounts associated with restricted shares.

Stock-based Compensation

Stock-Based Compensation

As of December 31, 2022, the Company maintains three stock-based compensation plans.

Segment and Geographic Information

Segment and Geographic InformationThe Company’s chief operating decision‑maker is the Chief Executive Officer. The Company operates and offers various products in North America, Europe and Asia‑Pacific with the majority of the Company’s revenue and assets in the U.S. The Company assessed its current structure and operations and determined it has one reportable segment as the business is managed and assessed by the chief operating decision-maker based on the consolidated results of the organization.

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of revenue


	Twelve Months Ended December 31, 2022								Twelve Months Ended December 31, 2021
	Cloud		Digital		Messaging		Total		Cloud		Digital		Messaging		Total
Geography:
Americas	$	155,296	$	35,535	$	9,255	$	200,086	$	158,283	$	47,108	$	20,042	$	225,433
APAC	1,469		3,308		29,549		34,326		486		4,064		28,022		32,572
EMEA	6,566		1,495		10,155		18,216		7,213		3,284		12,113		22,610
Total	$	163,331	$	40,338	$	48,959	$	252,628	$	165,982	$	54,456	$	60,177	$	280,615

Service Line:
Professional Services	$	14,278	$	4,070	$	10,080	$	28,428	$	15,131	$	9,244	$	12,477	$	36,852
Transaction Services	858		6,018		56		6,932		5,852		6,721		12		12,585
Subscription Services	148,195		25,707		32,012		205,914		142,636		35,770		44,765		223,171
License	—		4,543		6,811		11,354		2,363		2,721		2,923		8,007
Total	$	163,331	$	40,338	$	48,959	$	252,628	$	165,982	$	54,456	$	60,177	$	280,615

Trade Accounts Receivable and Contract balances

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

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if it records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract asset balance at December 31, 2022 is $15.5 million.

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

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

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


	Contract Liabilities1
Balance - January 1, 2022	$	22,916
Revenue recognized in the period	(253,822)
Amounts billed but not recognized as revenue	245,089


Balance - December 31, 2022	$	14,183

_____________________________

1 Comprised of deferred revenue.

Revenues recognized during the year ended December 31, 2022 for performance obligations satisfied or partially satisfied in previous periods were immaterial.

Contract acquisition costs

In connection with the adoption of Topic 606 and the related cost accounting guidance under Accounting Standards Codification (“ASC”) 340, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions and bonuses paid when contracts are signed. For contracts that have a duration of less than one year, the Company follows a Topic 606 practical expedient and expenses these costs over the estimated customer life, because it does not pay commissions upon renewals that are commensurate with the initial contract. During the year ended December 31, 2022, the amount of amortization was immaterial and there was no impairment in relation to costs capitalized.

Contract Fulfillment Costs

Under ASC 340-40, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of December 31, 2022 and 2021, the Company had $1.7 million and $1.5 million of capitalized contract fulfillment costs, respectively.

Transaction price allocated to the remaining performance obligations

Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 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 December 31, 2022, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $110.9 million, of which approximately 93.28% 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.

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+ Details

Goodwill and Intangibles - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 0	$ 0
Amortization expense	28,100,000	28,300,000	27,000,000
Impairment of intangible assets	$ 0	$ 1,300,000	$ 900,000

Leases - Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 7,320
Other lease costs and income:
Variable lease costs	1,620
Operating lease impairments/remeasurements	175
Sublease income	(2,766)
Total net lease cost	6,349
ROU asset impairment charge	$ (700)

Stock Plans - Options Vesting (Details)	12 Months Ended
Stock Plans - Options Vesting (Details)	Dec. 31, 2022
Monthly Percentage
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	2.08%
Quarterly Percentage After First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	6.25%
Upon Achievement of Performance Objectives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	33.33%
Annual Percentage After Achievement of Performance Objectives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	33.33%
2015 Plan \| Stock options \| First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	25.00%
2000 and 2006 Stock incentive plans \| Stock options \| First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	25.00%

Legal Matters	12 Months Ended
Legal Matters	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	Legal Matters In the ordinary course of business, the Company is regularly subject to various claims, suits, regulatory inquiries and investigations. The Company records a liability for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable, and the loss can be reasonably estimated. Management has also identified certain other legal matters where they believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. In the third quarter of 2017, the SEC and Department of Justice (the “DoJ”) initiated investigations 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. On June 7, 2022 the SEC approved the Offer of Settlement and filed an Order Instituting Cease-And-Desist Proceedings pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-And-Desist Order (the “SEC Order”). Pursuant to the terms of the SEC Order, the Company consented to pay a civil penalty in the amount of $12.5 million in equal quarterly installments over two years and to cease and desist from committing or causing any violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and the associated rules thereunder. The expense associated with this settlement of the SEC Order has previously been accrued in the Company’s financial statements. Also on June 7, 2022, the SEC filed a civil action against two former members of the Company’s management team, alleging misconduct arising out of the restated transactions that took place in 2015 and 2016 investigated by the SEC as set forth above. The Company may be required to indemnify the former members of management in that action. Due to the inherent uncertainty of litigation, the Company cannot predict the outcome of the litigation 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. In addition, failure to comply with the provisions of the SEC Order could result in further actions by one or both governmental agencies which could have a material adverse effect on the Company’s 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.

Additional Financial Information

12 Months Ended

Dec. 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 Consolidated Statements of Operations:


	Twelve Months Ended December 31,
	2022		2021		2020
FX gains (losses) 1	$	2,702	$	(5,810)	$	4,234
Government refunds 2	828		450		1,597
Income from sale of intangible assets 3	—		550		3,477

Other 4	(83)		(67)		227
Total	$	3,447	$	(4,877)	$	9,535

_____________________________

1 Represents fair value of foreign exchange gains and losses.

2 Represents government and tax refunds.

3 Represents gain on sale on the Company’s IP addresses and patents.

4 Represents an aggregate of individually immaterial transactions

Leases

12 Months Ended

Dec. 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 does not have material sublease arrangements.

The following table presents information about the Company's ROU assets and lease liabilities at December 31, 2022:



ROU assets:
Non-current operating lease ROU assets	$	20,863



Operating lease liabilities:
Current operating lease liabilities1	$	5,497
Non-current operating lease liabilities	29,222
Total operating lease liabilities	$	34,719

_____________________________

1 Amounts are included in Accrued Expenses on Consolidated Balance Sheets.

The following table presents information about lease expense and sublease income for the year ended December 31, 2022:


Operating lease cost1	$	7,320
Other lease costs and income:
Variable lease costs1,2	1,620
Operating lease impairments/remeasurements	175
Sublease income1	(2,766)
Total net lease cost	$	6,349

_____________________________


	Operating Leases
2023	$	8,007
2024	8,170
2025	8,018
2026	7,857
2027	6,191
Thereafter	4,273
Total future lease payments	42,516
Less: amount representing interest	(7,797)
Present value of future lease payments (lease liability)	$	34,719

The following table provides the weighted-average remaining lease term and weighted-average discount rates for the Company’s leases as of December 31, 2022:


Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	5.31
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0	%

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities for the year ended December 31, 2022:


Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	9,903
Lease liabilities arising from obtaining right-of-use assets	—

Debt - 2019 Revolving Credit Facility (Details) - USD ($)	Oct. 04, 2019	Jun. 23, 2022
Debt Instrument [Line Items]
Borrowing capacity		$ 15,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity	$ 10,000,000
Floor rate	0.00%
Revolving Credit Facility \| Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	0.50%
Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.00%

Stock Plans - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Options outstanding at the beginning of the period (in shares)	4,715
Options granted (in shares)	3,039
Options exercised (in shares)	0
Options cancelled (in shares)	(1,113)
Options outstanding at the end of the period (in shares)	6,641	4,715
Vested and exercisable (in shares)	2,445
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 6.53
Options granted (in dollars per share)	1.22
Options exercised (in dollars per share)	0
Options cancelled (in dollars per share)	8.33
Balance at the end of the period (in dollars per share)	3.80	$ 6.53
Vested and exercisable (in dollars per share)	$ 7.08
Weighted-Average Remaining Contractual Term (Years)
Outstanding	5 years 3 months 10 days
Vested and exercisable	3 years 10 months 2 days
Aggregate Intrinsic Value
Outstanding	$ 0
Vested and exercisable	0
Additional disclosures related to stock options
Total intrinsic value for stock options exercised	0	$ 0
Total intrinsic value for stock options exercisable	$ 0	$ 0

Debt - Carrying Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized discount and debt issuance cost	$ (6,493)	$ (7,973)
Carrying value of Senior Notes	134,584	133,104
Senior Notes Due June 30, 2026 [Member] \| Senior Notes
Debt Instrument [Line Items]
2021 Non-convertible 8.375% Senior Notes due 2026	$ 141,077	$ 141,077

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On March 10, 2023 the Company received a non-binding proposal from B. Riley Financial, Inc. (“B. Riley”) to acquire all outstanding shares of the Company’s common stock for a price of $1.15 per share, payable in cash (the “B. Riley Proposal”). B. Riley, together with its affiliates, owns approximately 13.9% of the Company’s outstanding common stock as of March 10, 2023, and is the largest holder of the Company’s common stock. B. Riley also nominated one of the Company’s directors pursuant to a pre-existing agreement with the Company. During 2022, the Company engaged UBS Securities, LLC (“UBS”) as its financial advisor to assist in exploring and evaluating potential strategic transactions involving the Company or certain of its lines of business, all with the objective of maximizing value for the Company’s stockholders. Consistent with its fiduciary duties and in consultation with UBS and its legal advisors, the Company’s Board of Directors will carefully review the B. Riley Proposal and other potential strategic transactions to determine the course of action that it believes will maximize value for the Company’s stockholders. However, there is no guarantee that a strategic transaction involving B. Riley or any other party will be completed.

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Income Statement [Abstract]

Net revenues

$ 252,628

$ 280,615

$ 291,670

Costs and expenses:

Cost of revenues

^[1]

91,702

109,050

121,817

Research and development

55,620

64,337

77,043

Selling, general and administrative

70,326

84,991

89,292

Restructuring charges

1,905

5,189

7,955

Depreciation and amortization

31,753

36,065

43,685

Total costs and expenses

251,306

299,632

339,792

Income (loss) from operations

1,322

(19,017)

(48,122)

Interest income

465

1,597

Interest expense

(13,640)

(6,420)

(476)

Gain on divestiture

2,549

Other income (expense), net

3,447

(4,877)

9,535

Loss from operations, before taxes

(5,857)

(30,275)

(37,466)

(Provision) benefit for income taxes

(1,859)

7,177

27,108

Net loss

(7,716)

(23,098)

(10,358)

Net (loss) income attributable to redeemable noncontrolling interests

(200)

156

(344)

Preferred stock dividend

(9,552)

(35,509)

(37,981)

Net loss attributable to Synchronoss

$ (17,468)

$ (58,451)

$ (48,683)

Earnings Per Share [Abstract]

Basic (in dollars per share)

$ (0.20)

$ (0.90)

$ (1.16)

Diluted (in dollars per share)

$ (0.20)

$ (0.90)

$ (1.16)

Weighted-average common shares outstanding:

Basic (in shares)

86,232

64,734

41,950

Diluted (in shares)

86,232

64,734

41,950

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

Goodwill and Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Intangible assets:
Cost	$ 310,895	$ 312,416
Accumulated Amortization	(263,359)	(252,081)
Net	47,536	60,335
Technology
Intangible assets:
Cost	96,209	101,938
Accumulated Amortization	(95,487)	(96,732)
Net	722	5,206
Customer lists and relationships
Intangible assets:
Cost	118,022	125,115
Accumulated Amortization	(102,271)	(103,385)
Net	15,751	21,730
Capitalized software and patents
Intangible assets:
Cost	94,227	82,910
Accumulated Amortization	(63,164)	(49,511)
Net	31,063	33,399
Trade name
Intangible assets:
Cost	2,437	2,453
Accumulated Amortization	(2,437)	(2,453)
Net	$ 0	$ 0

Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Credit Loss [Abstract]
Accounts receivable, net	$ 47,024	$ 47,586
Allowance for credit loss	$ 400

Additional Financial Information (Tables)

12 Months Ended

Dec. 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 Consolidated Statements of Operations:


	Twelve Months Ended December 31,
	2022		2021		2020
FX gains (losses) 1	$	2,702	$	(5,810)	$	4,234
Government refunds 2	828		450		1,597
Income from sale of intangible assets 3	—		550		3,477

Other 4	(83)		(67)		227
Total	$	3,447	$	(4,877)	$	9,535

_____________________________

1 Represents fair value of foreign exchange gains and losses.

2 Represents government and tax refunds.

3 Represents gain on sale on the Company’s IP addresses and patents.

4 Represents an aggregate of individually immaterial transactions

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Carrying Amounts

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


Senior Notes	December 31, 2022		December 31, 2021
2021 Non-convertible 8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost	(6,493)		(7,973)
Carrying value of Senior Notes	$	134,584	$	133,104

Schedule of Interest Expense

The following table summarizes the Company’s interest expense:


	Twelve Months Ended December 31,
		2022		2021		2020
2021 Non-Convertible 8.375% Senior Notes due 2026:
Amortization of debt issuance costs		$	1,391	$	625	$	—
Interest on borrowings		11,815		5,458		—
Amortization of debt discount		88		9		—
2019 Revolving Credit Facility:
Amortization of debt issuance costs		—		84		52
Commitment fee		—		—		4
Interest on borrowings		—		126		202

Other		346		118		218
Total		$	13,640	$	6,420	$	476

- Definition

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

+ References

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-Name Accounting Standards Codification
-Topic 210
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-Paragraph 1
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+ Details

Subsequent Events (Details) - Subsequent Event	Mar. 10, 2023 $ / shares
Subsequent Event [Line Items]
Sale of stock, percentage of ownership before transcation	13.90%
B. Riley Financial, Inc.
Subsequent Event [Line Items]
Sale of stock, price per share (in dollars per share)	$ 1.15

Debt - Offering of Senior Notes (Details) - Senior Notes - Senior Notes Due June 30, 2026 [Member] - USD ($)	Oct. 25, 2021	Jun. 30, 2021	Dec. 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
Principal amount redeemed		100.00%
Percentage of debt holders demand full repayment on debt default amount		25.00%
Sales agent compensation, percentage	2.00%
Long-term debt fair value			$ 101,300,000
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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Impact of New Accounting Standard

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2022-04 - Liabilities—Supplier Finance Programs
(Subtopic 405-50). Disclosure of Supplier Finance Program Obligations

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

Planned date of adoption: January 1, 2023

Schedule of Typical Remaining Performance Obligations

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

When Payment is Typically Due

How Standalone Selling Price is Typically Estimated

Software License

Upon shipment or made available for download (point in time)

Within 90 days of delivery

Observable transactions or residual approach when prices are highly variable or uncertain

Software License with significant customization

Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Residual approach

Hosting Services

As hosting services are provided (over time)

Within 90 days of services
being provided

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Within 90 days of services
being performed

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

License: Over the performance of the customization and installation of the software (over time)

Within 90 days of services
being performed

Observable transactions

Transaction Services

As transaction is processed (over time)

Within 90 days of transaction

Observable transactions

Subscription Services

Customer Support

Ratably over the course of the support contract
(over time)

Within 90 days of the start of the contract period

Observable transactions

SaaS

Over the course of the SaaS service once the system is available for use
(over time)

Within 90 days of services
being performed

Estimated using a cost-plus margin approach

Schedule of Software Development Costs

The unamortized software development costs and amortization expense were as follows:


	Year ended December 31,
	2022		2021		2020
Unamortized software development costs	$	30,877	$	33,152	$	28,512
Software development amortization expense	$	18,211	$	15,412	$	10,843

Schedule of Foreign Currency Gains (Losses)

Gains or losses resulting from transactions denominated in foreign currencies are included in other income or expense, within the Consolidated Statements of Operations and were as follows:


	Twelve Months Ended December 31,
	2022		2021		2020
Net gain (loss) on foreign currency translations	$	2,702	$	(5,810)	$	4,234

Schedule of Revenue From External Customers and Long-lived assets, by Geographical Areas

Revenues by geography are based on the billing addresses of the Company’s customers. The following tables set forth revenues and property and equipment, net by geographic area:


	Year Ended December 31,
	2022		2021		2020
Revenues:
Domestic	$	200,086	$	225,433	$	228,639
Foreign	52,542		55,182		63,031
Total	$	252,628	$	280,615	$	291,670


	Year Ended December 31,
	2022		2021
Property and equipment, net:
Domestic	$	2,997	$	4,115
Foreign	1,585		2,864
Total PPE, net	$	4,582	$	6,979

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The components of income or (loss) from continuing operations before income taxes are as follows:


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(32,138)	$	(49,337)	$	(43,457)
Foreign	26,281		19,062		5,991
Total	$	(5,857)	$	(30,275)	$	(37,466)

The components of income tax (expense) benefit from continuing operations are as follows:


	Year Ended December 31,
	2022		2021		2020
Current:
Federal	$	(1,611)	$	6,852	$	30,365
State	(108)		(78)		56
Foreign	(232)		(1,257)		(3,643)
Deferred:
Federal	(30)		9		262
State	126		(70)		(229)
Foreign	(4)		1,721		297
Income tax (provision) benefit	$	(1,859)	$	7,177	$	27,108

The Company recognized approximately $1.9 million in related income tax expense and $7.2 million in related income tax benefit during the years ended December 31, 2022 and 2021, respectively. The effective tax rate was approximately (31.7)% for the year ended December 31, 2022, which was lower than the U.S. federal statutory rate primarily due to the impact of Global Intangible Low-Taxed Income, attributable to income in foreign jurisdictions and the impact of the U.S. capitalization of research expenses effective January 1, 2022, and the divestiture of the DXP and Activation assets during the second quarter. This decrease was partially offset by loss jurisdictions where full valuation allowances have been recorded and foreign income tax credits generated in the period. The Company’s effective tax rate was approximately 23.7% for the year ended December 31, 2021, which was higher than the U.S. statutory rate primarily due to the benefit of the CARES Act provision allowing for a 5 year carryback of Net Operating Losses arising in 2018, 2019 and 2020, offset by certain unfavorable permanent book-tax differences.

Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2022, 2021 and 2020 are as follows:


	Year Ended December 31,
	2022		2021		2020
Statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	0.7	%	(0.4)	%	(0.5)	%
Effect of rates different than statutory	12.3	%	2.3	%	(2.1)	%
Minority interest	0.7	%	(0.1)	%	0.2	%
Non-deductible bad debt adjustment	—	%	—	%	(2.9)	%
Stock based compensation	(16.8)	%	(5.1)	%	(6.1)	%
Foreign basis differences	18.5	%	6.3	%	9.8	%
Regulatory matters	—	%	(8.7)	%	—	%
Other permanent adjustments	(5.3)	%	(2.5)	%	(0.9)	%
Federal and foreign tax credits	27.7	%	0.9	%	6.5	%
Change in valuation allowance	73.6	%	7.7	%	(3.2)	%
Uncertain tax positions	(2.6)	%	(4.3)	%	(0.7)	%
Other	(0.1)	%	(0.3)	%	1.1	%
Divestiture of assets	(20.4)	%	—	%	—	%
Global intangible low-taxed income	(153.1)	%	(8.5)	%	3.9	%
Base Erosion Anti-Abuse Tax and related elections	—	%	—	%	0.9	%
NOL carryback and other refund claims	—	%	15.4	%	45.4	%
Deferred tax adjustments	2.5	%	—	%	—	%
Return to provision	9.6	%	—	%	—	%
Effective tax rate	(31.7)	%	23.7	%	72.4	%

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:


	As of December 31,
	2022		2021
Deferred tax assets:
Accrued liabilities	$	935	$	1,290
Deferred revenue	824		3,057
Bad debts reserve	2,219		2,270
Deferred compensation	5,714		6,236
Federal net operating loss carry forwards	5,324		13,419
State net operating loss carry forwards	8,777		9,332
Foreign net operating loss carry forwards	8,045		9,001
Lease obligations	6,696		8,262
Capital loss carry forwards	5,449		6,120
Intangible assets	3,527		6,100
Basis difference	6,454		6,268
Credits	8,227		9,720
Fixed assets	797		1,281
Interest limitation	26		1,232
Capitalization of research expenses	12,155		—
Other	235		97
Total deferred tax assets	$	75,404	$	83,685

Deferred tax liabilities:

Basis difference	$	(2,880)	$	(2,621)
Depreciation and amortization	(709)		(2,109)
Prepaids	(466)		(604)
Lease assets	(3,647)		(4,978)
Other	(497)		(492)
Total deferred tax liabilities	(8,199)		(10,804)
Less: valuation allowance	(67,671)		(73,441)
Net deferred income tax (liabilities) assets	$	(466)	$	(560)

As of December 31, 2022, the Company has federal and state income tax net operating loss (“NOL”) carryforwards of $25.4 million and $148.5 million, respectively, including NOL carryforwards which will expire at various dates from 2025 through 2041, and NOL carryforwards which do not expire. The Company also has foreign NOL carryforwards in various jurisdictions of $54.5 million that have various carryforward periods. Such NOL carryforwards expire as follows:


Year	NOL carryforward
2023	$	—
2024	—
2025 - 2041	178,993
Indefinite	49,369
Total	$	228,362

As of December 31, 2022, the Company has federal and state income tax credit carryforwards of $6.6 million and $1.5 million, respectively, including credits which will expire at various dates from 2024 through 2039 and credits which do not expire. The Company also has foreign income tax credit carryforwards of $0.5 million which do not expire.

In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, the Company begins with historical results and incorporates assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

The foreign NOL carryforwards in the income tax returns filed included unrecognized tax benefits taken in prior years. The NOLs for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits.

The Company continues to evaluate the ability to realize all of its net deferred tax assets at each reporting date and records a benefit for deferred tax assets to the extent it has deferred tax liabilities that provide a source of income to benefit the deferred tax asset. As a result of this analysis, the Company recorded a valuation allowance against the net deferred tax assets of certain foreign jurisdictions as the realization of these assets is not more likely than not, given uncertainty of future earnings in these jurisdictions. The valuation allowance decreased by $5.8 million and by $1.5 million during the years ended December 31, 2022 and December 31, 2021, respectively. The decrease in tax year ended December 31, 2022 is primarily related to a decrease in deferred tax assets including deferred revenue, intangibles and net operating loss, interest expense and tax credit carryforwards, net of capitalization of research expenditures. This decrease was partially offset by a decrease in deferred tax liabilities primarily associated with intangible assets during the period. The decrease in tax year ended December 31, 2021 is primarily related to a decrease in deferred tax assets including deferred revenue, partially offset by a decrease in deferred tax liabilities primarily associated with intangible assets during the period.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, the Company’s tax years for 2018 through 2022 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2022, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2017. Additionally, to the extent we utilize our NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities in the future period when the attribute is utilized.

During 2021 the Internal Revenue Service commenced an audit of certain of the Company’s prior year U.S. federal income tax filings, including the 2013 through 2020 tax years. The audit is currently ongoing and the receipt of the associated refunds would materially improve the Company’s financial position. Due to the ongoing audit, U.S. federal tax returns for years 2013–2020 remain subject to future examination by the tax authorities.

The Company received $4.3 million in federal tax refunds in the second quarter of 2022. There is no change to the Company’s position on the remaining tax refunds.

In 2017, the TCJA included a transition tax based on undistributed, untaxed foreign earnings analyzed in aggregate. The final analysis performed by the Company resulted in an overall untaxed deficit and no transition tax. In addition, no income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Should the Company decide to repatriate the foreign earnings, it would need to adjust its income tax provision in the period it determined that the earnings will no longer be indefinitely invested outside the United States. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts.

Loss provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss.

On March 11, 2021 the American Rescue Plan Act ("ARPA") was signed into law. The legislation was aimed at addressing the continuing economic and health impacts of the COVID-19 pandemic. This legislative relief, along with the previous governmental relief packages provide for numerous changes to current tax law. ARPA does not materially impact the Company’s financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. This legislation includes significant changes relating to tax, climate change, energy and health care. Among other provisions, the IRA introduces a book minimum tax assessed on financial statement income of certain large corporations and an excise tax on share repurchases. The Company does not anticipate these provisions will have a material impact on our results of operations or financial position, when effective.

A reconciliation of the amounts of unrecognized tax benefits excluding interest, are as follows:


	Unrecognized tax benefits
Balance at December 31, 2019	$	3,269


Decrease related to lapse of Statute of Limitations	(262)

Increases for tax positions of current period	276
Balance at December 31, 2020	3,283


Decrease related to lapse of Statute of Limitations	(827)

Increase for tax positions of current period	2,058
Balance at December 31, 2021	4,514


Decrease related to lapse of Statute of Limitations	(1,043)

Increase for tax positions of current period	966
Balance at December 31, 2022	$	4,437

Included in the balance of unrecognized tax benefits as of the years ended December 31, 2022 and 2021, are $3.9 million and $3.9 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The liability for unrecognized tax benefits excludes accrued interest of $0.4 million, $0.4 million and $0.3 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The Company believes that it is reasonably possible that approximately $0.6 million of its currently unrecognized tax benefits primarily related to research and development credits and uncertain tax benefits in non-U.S. jurisdictions, which are individually insignificant, may be recognized by the end of 2023 as a result of a lapse of the statute of limitations.

- 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
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Aggregate Annual future Minimum Payments Under Non Cancelable Agreements

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


Year	Non-cancelable agreements
2023	$	20,343
2024	17,565
2025	10,691

Total	$	48,599

Goodwill and Intangibles - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Estimated future amortization expense
2023	$ 21,736
2024	11,733
2025	5,532
2026	1,080
2027	102
Thereafter	0
Total	40,183
Intangible assets
Unamortized software development costs	30,877	$ 33,152	$ 28,512
Capitalized software costs
Intangible assets
Unamortized software development costs	$ 7,400

Summary of Significant Accounting Policies - Stock-Based Compensation (Details)	Dec. 31, 2022 compensation_plan
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of compensation plans	3

Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Minimum
Concentration Risk [Line Items]
Customer contracts, term of contracts	3 years
Maximum
Concentration Risk [Line Items]
Customer contracts, term of contracts	5 years
Top Five Customers \| Customer Concentration Risk \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	73.40%	68.20%	68.00%

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 23,834	$ 29,773
Accrued professional service fees	3,972	3,259
Accrued telecommunications and hosting	2,006	1,736
Accrued income taxes payable	803	1,844
Accrued Series B preferred dividend	2,298	1,781
Accrued operating lease liabilities	$ 5,497	$ 7,491
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total	Total
Accrued third party tech services	$ 1,226	$ 4,277
Accrued 2021 8.375% Senior Notes - Interest	1,969	1,969
Accrued other	10,510	9,786
Total	$ 52,115	$ 61,916

Capital Structure (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Series A and B Preferred Stock

A summary of the Company’s Series B Preferred Stock balance at December 31, 2022 and changes during the year ended December 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	—	143
Issuance of preferred PIK dividend	3	2,438



Redemption of Series B preferred shares	(7)	(6,738)
Balance at December 31, 20221	71	$	68,348

________________________________

1 Series B preferred stock net principal balance of $68.3 million is presented as gross principal balance of $70.7 million net of $2.4 million unamortized issuance costs.

Accumulated Other Comprehensive (Loss) / Income (Tables)

12 Months Ended

Dec. 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 years ended December 31, were as follows:


	Balance at December 31, 2021		Other comprehensive loss		Tax effect		Balance at December 31, 2022
Foreign currency	$	(29,350)	$	(11,261)	$	—	$	(40,611)
Unrealized (loss) income on intercompany foreign currency transactions	(3,635)		191		(76)		(3,520)

Total	$	(32,985)	$	(11,070)	$	(76)	$	(44,131)


	Balance at December 31, 2020		Other comprehensive (loss) income		Tax effect		Balance at December 31, 2021
Foreign currency	$	(26,076)	$	(3,274)	$	—	$	(29,350)
Unrealized (loss) income on intercompany foreign currency transactions	(2,137)		(1,984)		486		(3,635)

Total	$	(28,213)	$	(5,258)	$	486	$	(32,985)


	Balance at December 31, 2019		Other comprehensive (loss) income		Tax effect		Balance at December 31, 2020
Foreign currency	$	(28,204)	$	2,128	$	—	$	(26,076)
Unrealized (loss) income on intercompany foreign currency transactions	(4,306)		3,130		(961)		(2,137)
Unrealized holding gains (losses) on marketable debt securities	(751)		751		—		—
Total	$	(33,261)	$	6,009	$	(961)	$	(28,213)

Restructuring (Details) - USD ($) $ in Thousands	12 Months Ended
Restructuring (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring accrual and changes
Charges	$ 1,905	$ 5,189	$ 7,955
Employment termination costs
Restructuring accrual and changes
Beginning balance	3,247
Charges	1,905
Payments	(4,167)
Other Adjustments	(153)
Ending balance	$ 832	$ 3,247

Income Taxes - Components of Income before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (32,138)	$ (49,337)	$ (43,457)
Foreign	26,281	19,062	5,991
Loss from operations, before taxes	$ (5,857)	$ (30,275)	$ (37,466)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details