0001131554-23-000043 | 10-Q | XBRL Viewer | Synchronoss Technologies INC

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 08, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		93,490,629
Entity Central Index Key	0001131554
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 15,560	$ 21,921
Accounts receivable, net	48,035	47,024
Prepaid & other current assets	36,385	36,342
Total current assets	99,980	105,287
Non-current assets:
Property and equipment, net	4,775	4,582
Operating lease right-of-use assets	20,033	20,863
Goodwill	212,170	210,889
Intangible assets, net	45,651	47,536
Loan receivable	4,834	4,834
Other assets, non-current	3,886	4,081
Total non-current assets	291,349	292,785
Total assets	391,329	398,072
Current liabilities:
Accounts payable	11,793	14,209
Accrued expenses	56,310	52,115
Deferred revenues, current	15,042	13,859
Total current liabilities	83,145	80,183
Long-term debt, net of debt issuance costs	134,977	134,584
Deferred tax liabilities	468	466
Deferred revenues, non-current	618	324
Leases, non-current	28,374	29,637
Other non-current liabilities	2,324	3,933
Total liabilities	249,906	249,127
Commitments and contingencies:
Redeemable noncontrolling interest	12,500	12,500
Stockholders’ equity:
Common stock, $0.0001 par value; 150,000 shares authorized, 93,547 and 90,853 issued and outstanding at March 31, 2023 and December 31, 2022, respectively	9	9
Additional paid-in capital	487,673	488,848
Accumulated other comprehensive loss	(39,561)	(44,131)
Accumulated deficit	(387,546)	(376,629)
Total stockholders’ equity	60,575	68,097
Total liabilities and stockholders’ equity	391,329	398,072
Series B Preferred Stock
Current liabilities:
Series B Non-Convertible Perpetual Preferred Stock, $0.0001 par value; 150 shares authorized, 71 and 71 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	$ 68,348	$ 68,348

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	93,547,000	90,853,000
Common stock, shares outstanding (in shares)	93,547,000	90,853,000
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	71,000
Preferred stock, shares outstanding (in shares)	71,000	71,000

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Income Statement [Abstract]

Net revenues

$ 57,708

$ 65,866

Costs and expenses:

Cost of revenues

^[1]

20,381

24,839

Research and development

14,735

15,791

Selling, general and administrative

18,309

17,897

Restructuring charges

345

685

Depreciation and amortization

7,520

8,034

Total costs and expenses

61,290

67,246

Loss from operations

(3,582)

(1,380)

Interest income

Interest expense

(3,454)

(3,325)

Other (expense) income, net

(2,931)

1,704

Loss from operations, before taxes

(9,872)

(2,909)

Provision for income taxes

(1,059)

(128)

Net loss

(10,931)

(3,037)

Net income (loss) attributable to redeemable noncontrolling interests

(115)

Preferred stock dividend

(2,474)

(2,438)

Net loss attributable to Synchronoss

$ (13,391)

$ (5,590)

Earnings (loss) per share:

Basic (in dollars per share)

$ (0.15)

$ (0.07)

Diluted (in dollars per share)

$ (0.15)

$ (0.07)

Weighted-average common shares outstanding:

Basic (in shares)

86,501

85,866

Diluted (in shares)

86,501

85,866

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (10,931)	$ (3,037)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	4,570	(3,159)
Net income on inter-company foreign currency transactions	0	18
Total other comprehensive income (loss)	4,570	(3,141)
Comprehensive loss	(6,361)	(6,178)
Comprehensive income (loss) attributable to redeemable noncontrolling interests	14	(115)
Comprehensive loss attributable to Synchronoss	$ (6,347)	$ (6,293)

- Definition

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

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- Definition

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

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- Definition

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

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2021		88,305
Beginning balance at Dec. 31, 2021	$ 90,823	$ 9	$ 492,512	$ (32,985)	$ (368,713)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	1,777		1,777
Issuance of restricted stock (in shares)		(61)
Issuance of restricted stock	0
Preferred stock dividend	(2,438)		(2,438)
Net income (loss) attributable to Synchronoss	(3,037)				(3,037)
Non-controlling interest	0		115		(115)
Total other comprehensive income (loss)	(3,141)			(3,141)
Ending balance (in shares) at Mar. 31, 2022		88,244
Ending balance at Mar. 31, 2022	$ 83,984	$ 9	491,966	(36,126)	(371,865)
Beginning balance (in shares) at Dec. 31, 2022	90,853	90,853
Beginning balance at Dec. 31, 2022	$ 68,097	$ 9	488,848	(44,131)	(376,629)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	1,314		1,314
Issuance of restricted stock (in shares)		2,695
Issuance of restricted stock	0
Preferred stock dividend	(2,474)		(2,474)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(1)
Shares withheld for taxes in connection with issuance of restricted stock	(1)		(1)
Net income (loss) attributable to Synchronoss	(10,931)				(10,931)
Non-controlling interest	0		(14)		14
Total other comprehensive income (loss)	$ 4,570			4,570
Ending balance (in shares) at Mar. 31, 2023	93,547	93,547
Ending balance at Mar. 31, 2023	$ 60,575	$ 9	$ 487,673	$ (39,561)	$ (387,546)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net loss from continuing operations	$ (10,931)	$ (3,037)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	7,520	8,034
Amortization of debt issuance costs	370	335
Loss on disposals of fixed assets	24	0
Amortization of bond discount	23	22
Deferred income taxes	0	(11)
Stock-based compensation	1,739	1,927
Operating lease impairment, net	(3)	443
Changes in operating assets and liabilities:
Accounts receivable, net	(845)	(703)
Prepaid expenses and other current assets	13	(3,969)
Accounts payable	(2,348)	1,019
Accrued expenses	3,457	(2,356)
Deferred revenues	1,365	(2,617)
Other liabilities	911	(1,780)
Net cash provided by (used in) operating activities	1,295	(2,693)
Investing activities:
Purchases of fixed assets	(876)	(154)
Additions to capitalized software	(4,594)	(5,245)
Net cash used in investing activities	(5,470)	(5,399)
Financing activities:
Taxes paid on withholding shares	(1)	0
Net cash used in financing activities	(2,299)	(1,781)
Effect of exchange rate changes on cash	113	96
Net decrease in cash and cash equivalents	(6,361)	(9,777)
Cash and cash equivalents, beginning of period	21,921	31,504
Cash and cash equivalents, end of period	15,560	21,727
Series B Preferred Stock
Financing activities:
Preferred dividend paid in the form of cash	$ (2,298)	$ (1,781)

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2023
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 (formerly Digital) 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.

Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Synchronoss and in the opinion of management, include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

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

For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Issued Accounting Standards

Recent accounting pronouncements 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 evaluated these changes and determined that they have no material impact on the Company’s consolidated financial position or results of operations upon adoption.

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 of 2022 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 of fiscal 2022, 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 pays a commitment fee that 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 March 31, 2023.

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of revenue

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


	Three Months Ended March 31, 2023								Three Months Ended March 31, 2022
	Cloud		NetworkX		Messaging		Total		Cloud		NetworkX		Messaging		Total
Geography:
Americas	$	37,414	$	6,353	$	1,994	$	45,761	$	39,715	$	10,455	$	2,692	$	52,862
APAC	1,647		792		4,915		7,354		56		759		6,816		7,631
EMEA	2,017		—		2,576		4,593		1,730		950		2,693		5,373
Total	$	41,078	$	7,145	$	9,485	$	57,708	$	41,501	$	12,164	$	12,201	$	65,866

Service Line:
Professional Services	$	4,661	$	346	$	1,691	$	6,698	$	3,354	$	1,636	$	3,141	$	8,131
Transaction Services	127		853		—		980		336		1,028		23		1,387
Subscription Services	35,886		5,350		7,768		49,004		37,811		8,210		8,515		54,536
License	404		596		26		1,026		—		1,290		522		1,812
Total	$	41,078	$	7,145	$	9,485	$	57,708	$	41,501	$	12,164	$	12,201	$	65,866

Trade Accounts Receivable and Contract balances

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

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if it records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract assets balance at March 31, 2023 is $13.8 million.

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

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

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


	Contract Liabilities1
Balance - January 1, 2023	$	14,183
Revenue recognized in the period	(57,628)
Amounts billed but not recognized as revenue	59,105


Balance - March 31, 2023	$	15,660

________________________________

1 Comprised of Deferred Revenue. $10.8 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Transaction price allocated to the remaining performance obligations

Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2023. The Company has elected not to disclose transaction price allocated to remaining performance obligations for:

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

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

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

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

•consideration for future transactions, above any contractual minimums

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

•credits for failure to meet future service level requirements

As of March 31, 2023, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $104.5 million, of which approximately 95.0 percent is expected to be recognized as revenues within 2 years, and the remainder thereafter.

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

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

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

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

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


	March 31, 2023
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	15,560	$	15,560	$	—	$	—


Total assets	$	15,560	$	15,560	$	—	$	—



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


	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

________________________________

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

Redeemable Noncontrolling Interests

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

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

- Definition

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

+ References + Details

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

The Company has entered into contracts with third parties to lease a variety of assets, including certain real estate, equipment, automobiles and other assets. The Company’s leases frequently allow for lease payments that could vary based on factors such as inflation or the degree of utilization of the underlying asset. For example, certain of the Company’s real estate leases could require us to make payments that vary based on common area maintenance charges, insurance and other charges. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company is party to certain sublease arrangements, primarily related to the Company’s real estate leases, where it acts as the lessee and intermediate lessor.

The Company reflects finance leases as a component of Leases, non-current on the Condensed Consolidated Balance Sheet. The finance leases were not material for the period ended March 31, 2023.

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


	March 31, 2023		December 31, 2022
ROU assets:
Non-current operating lease ROU assets	$	20,033	$	20,863



Operating lease liabilities:
Current operating lease liabilities1	$	5,673	$	5,497
Non-current operating lease liabilities	27,857		29,222
Total operating lease liabilities	$	33,530	$	34,719

________________________________

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

The following table presents information about lease expense and sublease income:


	Three Months Ended March 31,
	2023		2022
Operating lease cost1	$	1,617	$	2,042
Other lease costs and income:
Variable lease costs1	349		435
Operating lease impairments, net1	(3)		443
Sublease income1	(716)		(646)

Total net lease cost	$	1,247	$	2,274

________________________________

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

The following table provides the undiscounted amount of future cash flows included in our lease liabilities at March 31, 2023 for each of the five years subsequent to December 31, 2022 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at March 31, 2023:


Year	Operating Leases
2023	$	6,032
2024	8,192
2025	8,042
2026	7,881
2027	6,205
Thereafter	4,275
Total future lease payments	40,627
Less: amount representing interest	(7,097)
Present value of future lease payments (lease liability)	$	33,530

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases:


	March 31, 2023	December 31, 2022
Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	5.07	5.31
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0%	8.0%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities:


	Three Months Ended March 31,
	2023		2022
Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	1,997	$	2,603

Loan Receivable	3 Months Ended
Loan Receivable	Mar. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Loan Receivable	Loan Receivable Sequential Technology International, LLC During the second quarter of 2020, the Company entered into an agreement with Sequential Technology International, LLC (“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 the maturity date is April 27, 2025. As of March 31, 2023 and December 31, 2022, the carrying value of the Note after the consideration of the allowance for credit loss was approximately $4.8 million. The Company determined the allowance on the Note using a discounted cash flow analysis, which discounts the expected future cash flows of the asset to determine the collectible amount. In accordance with the terms of the agreement, STIN has made the required payments to the Company as of March 31, 2023.

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Offering of Senior Notes

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

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

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

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

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

The Company has not redeemed any of the Senior Notes as of March 31, 2023.

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

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

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

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


Senior Notes	March 31, 2023		December 31, 2022
8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost1	(6,100)		(6,493)
Carrying value of Senior Notes	$	134,977	$	134,584

________________________________

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

The total fair value of the outstanding Senior Notes was $97.8 million as of March 31, 2023. The Company is in compliance with its debt covenants as of March 31, 2023.

Interest expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2023		2022
2021 Non-Convertible Senior Notes due 2026:
Amortization of debt issuance costs	$	370	$	335
Interest on borrowings	2,954		2,954
Amortization of debt discount	23		22




Tax - ASC 740/FIN 48 Interest	73		—
Other	34		14
Total	$	3,454	$	3,325

- 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
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Name Accounting Standards Codification
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+ Details

Accumulated Other Comprehensive (Loss) / Income

3 Months Ended

Mar. 31, 2023

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

Accumulated Other Comprehensive (Loss) / Income

The changes in accumulated other comprehensive (loss) income during the three months ended March 31, 2023 were as follows:


	Balance at December 31, 2022		Other comprehensive income		Tax effect		Balance at March 31, 2023
Foreign currency	$	(40,611)	$	4,570	$	—	$	(36,041)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(44,131)	$	4,570	$	—	$	(39,561)

Capital Structure

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Capital Structure

Common Stock

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

Shelf Registration Statement

On August 19, 2020, the Company filed a universal shelf registration statement with the SEC for the issuance of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units up to an aggregate amount of $250.0 million (“the 2020 Shelf Registration Statement”). On August 28, 2020, the 2020 Shelf Registration Statement was declared effective by the SEC. As of March 31, 2023, except for the Common Stock offering and the issuance of Senior Notes, the Company has not raised additional capital using the 2020 Shelf Registration Statement.

Preferred Stock

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

Series B Non-Convertible Preferred Stock

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

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

Certificate of Designation of the Series B Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference per share of Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1, 2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). The Company may choose to pay the Series B Preferred Dividends in cash or in additional shares of Series B Preferred Stock. In the event the Company does not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. As of March 31, 2023, the Liquidation Value and Redemption Value of the Series B Preferred Shares was $73.2 million.

On and after the fifth anniversary of the date of issuance, holders of shares of Series B Preferred Stock will have the right to cause the Company to redeem each share of Series B Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series B Preferred Stock will also be redeemable at the option of the holder upon the occurrence of a “Fundamental Change” at (i) par in the case of a payment in cash or (ii) 1.5 times par in

the case of payment in shares of Common Stock (such shares being, “Registrable Securities”), subject to certain limitations on the amount of stock that could be issued to the holders of Series B Stock. In addition, the Company will be permitted to redeem outstanding shares of the Series B Preferred Stock at any time for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. Pursuant to the Series B Certificate, the Company will be required to use (i) the first $50.0 million of proceeds from certain transactions (i.e., disposition, sale of assets, tax refunds) received by the Company to redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25.0 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of the Series B Preferred Stock.

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

Investor Rights Agreement

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

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at March 31, 2023 and changes during the three months ended March 31, 2023, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 2022	71	$	68,348


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



Redemption of Series B preferred shares	—	—
Balance at March 31, 20231	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 $2.35 million unamortized issuance costs.

On January 3, 2023 the Company paid the accrued Series B Perpetual Non-Convertible Preferred Stock dividend of $2.30 million in form of cash. On April 3, 2023 the Company paid the accrued Series B Perpetual Non-Convertible Preferred Stock dividend of $2.47 million in form of cash.

Stock Plans

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.

As of March 31, 2023, there were 4.1 million shares available for the grant or award under the Company’s 2015 Equity Incentive Plan and 1.1 million shares available for the grant or award under the Company’s 2017 New Hire Equity Incentive Plan.

The Company’s performance cash awards granted to executives under the Long Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and the ability to settle such awards in cash upon vesting and the Company has reflected such awards in accrued expenses. As of March 31, 2023, the liability for such awards is approximately $0.8 million.

Stock-Based Compensation

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


	Three Months Ended March 31,
	2023		2022
Cost of revenues	$	224	$	221
Research and development	542		556
Selling, general and administrative	973		1,150
Total stock-based compensation expense	$	1,739	$	1,927

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


	Three Months Ended March 31,
	2023		2022
Stock options	$	528	$	794
Restricted stock awards	785		878
Performance Based Cash Units	426		255

Total stock-based compensation before taxes	$	1,739	$	1,927
Tax benefit	$	345	$	377

The total stock-based compensation cost related to unvested equity awards as of March 31, 2023 was approximately $9.2 million. The expense is expected to be recognized over a weighted-average period of approximately 2.1 years.

The total stock-based compensation cost related to unvested performance based cash units as of March 31, 2023 was approximately $1.1 million. The expense is expected to be recognized over a weighted-average period of approximately 2.2 years.

Stock Options

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


	Three Months Ended March 31,
	2023			2022
Expected stock price volatility	72.5		%	71.9		%
Risk-free interest rate	4.3		%	1.5		%
Expected life of options (in years)	4.28			4.15
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (PSV) of the options	$	0.60		$	1.13

The following table summarizes information about stock options outstanding as of March 31, 2023:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	6,641	$	3.80
Options Granted	19	1.02
Options Exercised	—	—
Options Cancelled	(160)	8.04
Outstanding at March 31, 2023	6,500	$	3.69	5.07	$	1
Vested and exercisable at March 31, 2023	2,635	$	6.67	3.71	$	—

The total intrinsic value of stock options exercisable was nil at March 31, 2023 and 2022, respectively. The total intrinsic value of stock options exercised was nil and nil during the three months ended March 31, 2023 and 2022, respectively.

Awards of Restricted Stock and Performance Stock

A summary of the Company’s unvested restricted stock at March 31, 2023, and changes during the three months ended March 31, 2023, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	4,385	$	1.82
Granted	3,161	0.95
Granted adjustment1	(395)	3.25
Vested	(94)	4.47
Forfeited	(71)	2.32
Unvested at March 31, 2023	6,986	$	1.31

___________________________

1 Represents performance based cash units grants that vested and were paid out in form of shares of stock during the period and changes in unvested performance based restricted stock awards due to performance adjustments.

Restricted stock awards are granted subject to service conditions or service and performance conditions. Restricted stock awards (“RSA”) and performance based restricted stock awards (“PRSA”) are measured at the closing stock price at the date of grant and the expense is 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.

A summary of the Company’s outstanding performance based cash units at March 31, 2023 and changes during the three months ended March 31, 2023, is presented below:


Outstanding Cash Units	Number of Units	Period End Fair Value
Outstanding at December 31, 2022	5,872	$	0.62
Granted	1,206	—
Granted adjustment1	—	—
Vested and distributed2	—	—
Forfeited	(56)	—
Outstanding at March 31, 2023	7,022	$	0.94

___________________________

1 Includes changes in the outstanding performance based cash units due to performance adjustments.

2 Includes earned PBCU that vested and were distributed to participants during the period.

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

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized an income tax expense of approximately $1.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The effective tax rate was approximately (10.7)% for the three months ended March 31, 2023, which was lower than the U.S. federal statutory rate primarily due to pre-tax losses in jurisdictions where full valuation allowances have been recorded and certain jurisdictions projecting current income tax expense. The Company’s income tax expense for the period is mainly driven by the enacted Section 174 rules that require the Company to amortize qualifying research and development expenses over five years in the U.S. and fifteen years in foreign jurisdictions. The Company’s effective tax rate was approximately (4.4)% for the three months ended March 31, 2022, which was lower than the U.S. federal statutory rate primarily due to pre-tax losses in jurisdictions where full valuation allowances have been recorded and certain foreign jurisdictions projecting current income tax expense. This decrease was partially offset by a discrete income tax benefit recorded in the period associated with the release of certain reserves for uncertain tax benefits. The Company continues to consider all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of the assessment, no change was recorded by the Company to the valuation allowance during the three months ended March 31, 2023. 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 corporate alternative minimum tax assessed on financial statement income of certain large corporations and an excise tax on share repurchases. The IRA does not have a material impact on the Company’s financial statements in the period ending March 31, 2023. 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 while receipt of the associated refunds would materially improve its financial position, the Company does not believe that the results of this audit will have a material effect on its results of operations. 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.

- 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
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-Name Accounting Standards Codification
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+ Details

Restructuring

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

The Company continues to execute certain restructurings to identify workforce optimization opportunities to better align the Company’s resources with its key strategic priorities. A summary of the Company’s restructuring accrual at March 31, 2023 and changes during the three months ended March 31, 2023, are presented below:


	Balance at December 31, 2022		Charges		Payments		Other Adjustments		Balance at March 31, 2023
Employment termination costs	$	832	$	345	$	(698)	$	—	$	479

Earnings per Common Share (EPS)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings per Common Share (EPS)

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

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


	Three Months Ended March 31,
		2023		2022
Numerator - Basic:
Net loss from operations		$	(10,931)	$	(3,037)
Net income (loss) attributable to redeemable noncontrolling interests		14		(115)
Preferred stock dividend		(2,474)		(2,438)



Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)

Numerator - Diluted:
Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)




Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)

Denominator:
Weighted average common shares outstanding — basic		86,501		85,866





Weighted average common shares outstanding — diluted		86,501		85,866


Earnings (loss) per share:



Basic		$	(0.15)	$	(0.07)



Diluted		$	(0.15)	$	(0.07)


Anti-dilutive stock options excluded		—		—
Unvested shares of restricted stock awards		6,986		2,162

Commitments, Contingencies and Other

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Other

Non-cancelable agreements

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

Aggregate annual future minimum payments under non-cancelable agreements as of March 31, 2023 are as follows:


Year	Non-cancelable agreements
2023	$	13,471
2024	17,511
2025	10,690

Total	$	41,672

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

3 Months Ended

Mar. 31, 2023

Other Income and Expenses [Abstract]

Additional Financial Information

Other Income (expense), net

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


	Three Months Ended March 31,
	2023		2022
FX (losses) gains1	$	(2,908)	$	1,718


Other2	(23)		(14)
Total	$	(2,931)	$	1,704

________________________________

1 Represents foreign exchange gains and losses

2 Represents an aggregate of individually immaterial transactions

Basis of Presentation and Consolidation (Policies)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

Recently Issued Accounting Standards

Recent accounting pronouncements 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 evaluated these changes and determined that they have no material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2023

Fair Value Measurements

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

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

Basis of Presentation and Consolidation (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Issued Accounting Standards

Recent accounting pronouncements 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 evaluated these changes and determined that they have no material impact on the Company’s consolidated financial position or results of operations upon adoption.

Date of adoption: January 1, 2023

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended March 31, 2023								Three Months Ended March 31, 2022
	Cloud		NetworkX		Messaging		Total		Cloud		NetworkX		Messaging		Total
Geography:
Americas	$	37,414	$	6,353	$	1,994	$	45,761	$	39,715	$	10,455	$	2,692	$	52,862
APAC	1,647		792		4,915		7,354		56		759		6,816		7,631
EMEA	2,017		—		2,576		4,593		1,730		950		2,693		5,373
Total	$	41,078	$	7,145	$	9,485	$	57,708	$	41,501	$	12,164	$	12,201	$	65,866

Service Line:
Professional Services	$	4,661	$	346	$	1,691	$	6,698	$	3,354	$	1,636	$	3,141	$	8,131
Transaction Services	127		853		—		980		336		1,028		23		1,387
Subscription Services	35,886		5,350		7,768		49,004		37,811		8,210		8,515		54,536
License	404		596		26		1,026		—		1,290		522		1,812
Total	$	41,078	$	7,145	$	9,485	$	57,708	$	41,501	$	12,164	$	12,201	$	65,866

Schedule of Significant Changes in the Contract Liabilities Balance

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


	Contract Liabilities1
Balance - January 1, 2023	$	14,183
Revenue recognized in the period	(57,628)
Amounts billed but not recognized as revenue	59,105


Balance - March 31, 2023	$	15,660

________________________________

1 Comprised of Deferred Revenue. $10.8 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Held and their Related Classifications Under the Fair Value Hierarchy

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


	March 31, 2023
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash and cash equivalents	$	15,560	$	15,560	$	—	$	—


Total assets	$	15,560	$	15,560	$	—	$	—



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


	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

________________________________

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

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Operating Assets and Liabilities

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


	March 31, 2023		December 31, 2022
ROU assets:
Non-current operating lease ROU assets	$	20,033	$	20,863



Operating lease liabilities:
Current operating lease liabilities1	$	5,673	$	5,497
Non-current operating lease liabilities	27,857		29,222
Total operating lease liabilities	$	33,530	$	34,719

________________________________

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

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

The following table presents information about lease expense and sublease income:


	Three Months Ended March 31,
	2023		2022
Operating lease cost1	$	1,617	$	2,042
Other lease costs and income:
Variable lease costs1	349		435
Operating lease impairments, net1	(3)		443
Sublease income1	(716)		(646)

Total net lease cost	$	1,247	$	2,274

________________________________

The following table provides the weighted-average remaining lease term and weighted-average discount rates for our leases:


	March 31, 2023	December 31, 2022
Operating Leases:
Weighted-average remaining lease term (years), weighted based on lease liability balances	5.07	5.31
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.0%	8.0%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities:


	Three Months Ended March 31,
	2023		2022
Operating Leases:
Cash paid for amounts included in the measurement of lease liabilities	$	1,997	$	2,603

Schedule of Maturities of Operating Lease Liabilities


Year	Operating Leases
2023	$	6,032
2024	8,192
2025	8,042
2026	7,881
2027	6,205
Thereafter	4,275
Total future lease payments	40,627
Less: amount representing interest	(7,097)
Present value of future lease payments (lease liability)	$	33,530

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Carrying Amounts

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


Senior Notes	March 31, 2023		December 31, 2022
8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost1	(6,100)		(6,493)
Carrying value of Senior Notes	$	134,977	$	134,584

________________________________

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

Schedule of Interest Expense

The following table summarizes the Company’s interest expense:


	Three Months Ended March 31,
	2023		2022
2021 Non-Convertible Senior Notes due 2026:
Amortization of debt issuance costs	$	370	$	335
Interest on borrowings	2,954		2,954
Amortization of debt discount	23		22




Tax - ASC 740/FIN 48 Interest	73		—
Other	34		14
Total	$	3,454	$	3,325

- 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
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-Section S99
-Paragraph 1
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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+ Details

Accumulated Other Comprehensive (Loss) / Income (Tables)

3 Months Ended

Mar. 31, 2023

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

Schedule of Changes in Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive (loss) income during the three months ended March 31, 2023 were as follows:


	Balance at December 31, 2022		Other comprehensive income		Tax effect		Balance at March 31, 2023
Foreign currency	$	(40,611)	$	4,570	$	—	$	(36,041)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(44,131)	$	4,570	$	—	$	(39,561)

Capital Structure (Tables)

3 Months Ended

Mar. 31, 2023

Stockholder's Equity

Schedule of Series A Preferred Stock

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at March 31, 2023 and changes during the three months ended March 31, 2023, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 2022	71	$	68,348


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



Redemption of Series B preferred shares	—	—
Balance at March 31, 20231	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 $2.35 million unamortized issuance costs.

Schedule of Stock-based Compensation

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


	Three Months Ended March 31,
	2023		2022
Cost of revenues	$	224	$	221
Research and development	542		556
Selling, general and administrative	973		1,150
Total stock-based compensation expense	$	1,739	$	1,927

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


	Three Months Ended March 31,
	2023		2022
Stock options	$	528	$	794
Restricted stock awards	785		878
Performance Based Cash Units	426		255

Total stock-based compensation before taxes	$	1,739	$	1,927
Tax benefit	$	345	$	377

Schedule of Fair Value Assumptions

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


	Three Months Ended March 31,
	2023			2022
Expected stock price volatility	72.5		%	71.9		%
Risk-free interest rate	4.3		%	1.5		%
Expected life of options (in years)	4.28			4.15
Expected dividend yield	0.0		%	0.0		%
Weighted-average fair value (PSV) of the options	$	0.60		$	1.13

Schedule of Information About Stock Options Outstanding

The following table summarizes information about stock options outstanding as of March 31, 2023:


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	6,641	$	3.80
Options Granted	19	1.02
Options Exercised	—	—
Options Cancelled	(160)	8.04
Outstanding at March 31, 2023	6,500	$	3.69	5.07	$	1
Vested and exercisable at March 31, 2023	2,635	$	6.67	3.71	$	—

Restricted stock awards

Stockholder's Equity

Summary of Unvested Restricted Stock and Performance Shares Activity

A summary of the Company’s unvested restricted stock at March 31, 2023, and changes during the three months ended March 31, 2023, is presented below:


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	4,385	$	1.82
Granted	3,161	0.95
Granted adjustment1	(395)	3.25
Vested	(94)	4.47
Forfeited	(71)	2.32
Unvested at March 31, 2023	6,986	$	1.31

___________________________

Performance based cash units

Stockholder's Equity

Summary of Unvested Restricted Stock and Performance Shares Activity

A summary of the Company’s outstanding performance based cash units at March 31, 2023 and changes during the three months ended March 31, 2023, is presented below:


Outstanding Cash Units	Number of Units	Period End Fair Value
Outstanding at December 31, 2022	5,872	$	0.62
Granted	1,206	—
Granted adjustment1	—	—
Vested and distributed2	—	—
Forfeited	(56)	—
Outstanding at March 31, 2023	7,022	$	0.94

___________________________

1 Includes changes in the outstanding performance based cash units due to performance adjustments.

2 Includes earned PBCU that vested and were distributed to participants during the period.

Restructuring (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of the Restructuring Accrual and Changes

A summary of the Company’s restructuring accrual at March 31, 2023 and changes during the three months ended March 31, 2023, are presented below:


	Balance at December 31, 2022		Charges		Payments		Other Adjustments		Balance at March 31, 2023
Employment termination costs	$	832	$	345	$	(698)	$	—	$	479

Earnings per Common Share (EPS) (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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

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


	Three Months Ended March 31,
		2023		2022
Numerator - Basic:
Net loss from operations		$	(10,931)	$	(3,037)
Net income (loss) attributable to redeemable noncontrolling interests		14		(115)
Preferred stock dividend		(2,474)		(2,438)



Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)

Numerator - Diluted:
Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)




Net loss attributable to Synchronoss		$	(13,391)	$	(5,590)

Denominator:
Weighted average common shares outstanding — basic		86,501		85,866





Weighted average common shares outstanding — diluted		86,501		85,866


Earnings (loss) per share:



Basic		$	(0.15)	$	(0.07)



Diluted		$	(0.15)	$	(0.07)


Anti-dilutive stock options excluded		—		—
Unvested shares of restricted stock awards		6,986		2,162

Commitments, Contingencies and Other (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

Aggregate annual future minimum payments under non-cancelable agreements as of March 31, 2023 are as follows:


Year	Non-cancelable agreements
2023	$	13,471
2024	17,511
2025	10,690

Total	$	41,672

Additional Financial Information (Tables)

3 Months Ended

Mar. 31, 2023

Other Income and Expenses [Abstract]

Schedule of Components of Other Income (expense), Net

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


	Three Months Ended March 31,
	2023		2022
FX (losses) gains1	$	(2,908)	$	1,718


Other2	(23)		(14)
Total	$	(2,931)	$	1,704

________________________________

1 Represents foreign exchange gains and losses

2 Represents an aggregate of individually immaterial transactions

Basis of Presentation and Consolidation (Details) - USD ($)				12 Months Ended
	Jun. 23, 2022	May 11, 2022	Mar. 07, 2022	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Accounts receivable securitization facility	$ 15,000,000
Borrowing capacity	$ 15,000,000
Commitment fee percentage	0.85%
Hanover Rate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Basis spread on variable rate	2.35%
DXP Business \| Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total purchase price			$ 14,000,000
Amount to be received on the closing date		$ 7,500,000
Escrow deposit			500,000
Disbursement to be received 12 months from closing date		1,000,000
Earn-out			$ 5,000,000
DXP Business \| Disposed of by sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Escrow deposit		500,000
Proceeds from the sale of DXP Business		7,500,000
Additional escrow deposit		1,000,000
Fair value of earn-out provision		3,600,000
Divested intangible assets book value		2,300,000
Fair value of goodwill		7,600,000
Gain on divestiture				$ 2,500,000
DXP Business \| Disposed of by sale \| Other Current Assets
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fair value of earn-out provision		$ 3,000,000

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 57,708	$ 65,866
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	6,698	8,131
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	980	1,387
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	49,004	54,536
License
Disaggregation of Revenue [Line Items]
Net revenues	1,026	1,812
Americas
Disaggregation of Revenue [Line Items]
Net revenues	45,761	52,862
APAC
Disaggregation of Revenue [Line Items]
Net revenues	7,354	7,631
EMEA
Disaggregation of Revenue [Line Items]
Net revenues	4,593	5,373
Cloud
Disaggregation of Revenue [Line Items]
Net revenues	41,078	41,501
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,661	3,354
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	127	336
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	35,886	37,811
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues	404	0
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	37,414	39,715
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	1,647	56
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	2,017	1,730
NetworkX
Disaggregation of Revenue [Line Items]
Net revenues	7,145	12,164
NetworkX \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	346	1,636
NetworkX \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	853	1,028
NetworkX \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	5,350	8,210
NetworkX \| License
Disaggregation of Revenue [Line Items]
Net revenues	596	1,290
NetworkX \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	6,353	10,455
NetworkX \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	792	759
NetworkX \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	0	950
Messaging
Disaggregation of Revenue [Line Items]
Net revenues	9,485	12,201
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	1,691	3,141
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	23
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	7,768	8,515
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues	26	522
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	1,994	2,692
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	4,915	6,816
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	$ 2,576	$ 2,693

Revenue - Contract Assets and Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Contract asset, balance	$ 13,800
Changes In Contract Liabilities [Roll Forward]
Balance - January 1, 2023	14,183
Revenue recognized in the period	(57,628)
Amounts billed but not recognized as revenue	59,105
Balance - March 31, 2023	15,660
Revenue recognized	$ 10,800

Revenue - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 104.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percent	95.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period

Fair Value Measurements - Assets and Liabilities Held and their Related Classifications Under the Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 15,560	$ 21,921
Total assets	15,560	21,921
Temporary Equity
Redeemable noncontrolling interests	12,500	12,500
Total temporary equity	12,500	12,500
(Level 1)
Assets
Cash and cash equivalents	15,560	21,921
Total assets	15,560	21,921
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

Leases - ROU Assets and Lease Liabilities - Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
ROU assets:
Non-current operating lease ROU assets	$ 20,033	$ 20,863
Operating lease liabilities:
Current operating lease liabilities	5,673	5,497
Non-current operating lease liabilities	27,857	29,222
Total operating lease liabilities	$ 33,530	$ 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 Enumeration]	Leases, non-current	Leases, non-current

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease cost	$ 1,617	$ 2,042
Other lease costs and income:
Variable lease costs	349	435
Operating lease impairments, net	(3)	443
Sublease income	(716)	(646)
Total net lease cost	$ 1,247	$ 2,274

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 6,032
2024	8,192
2025	8,042
2026	7,881
2027	6,205
Thereafter	4,275
Total future lease payments	40,627
Less: amount representing interest	(7,097)
Present value of future lease payments (lease liability)	$ 33,530	$ 34,719

Leases - Weighted Average Lease Term and Rates (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (years), weighted based on lease liability balances	5 years 25 days		5 years 3 months 21 days
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments	8.00%		8.00%
Cash paid for amounts included in the measurement of lease liabilities	$ 1,997	$ 2,603

Loan Receivable (Details) - Sequential Technology International, LLC and AP Capital Holdings II, LLC - Loans Payable $ in Millions	Jun. 30, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Principal amount	$ 9.0
Contingent consideration, liability	$ 16.0
Interest rate, as a percent	8.00%
Other assets fair value disclosure	$ 4.8

Debt - Offering of Senior Notes (Details) - Senior Notes - 2021 Non-Convertible Senior Notes due 2026: - USD ($)	Oct. 25, 2021	Jun. 30, 2021	Mar. 31, 2023	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			$ 97,800,000
On or after June 30, 2022 and prior to June 30, 2023
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		$ 25.75
On or after June 30, 2023 and prior to June 30, 2024
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		25.50
On or after June 30, 2024 and prior to June 30, 2025
Debt Instrument [Line Items]
Debt instrument, redemption price (in dollars per share)		$ 25.25

Debt - Carrying Amounts (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Unamortized discount and debt issuance cost	$ (6,100)	$ (6,493)
Carrying value of Senior Notes	134,977	134,584
2021 Non-Convertible Senior Notes due 2026: \| Senior Notes
Debt Instrument [Line Items]
Interest rate, as a percent			8.375%
8.375% Senior Notes due 2026	$ 141,077	$ 141,077

- Definition

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

+ References + Details

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 370	$ 335
Amortization of debt discount	23	22
Tax - ASC 740/FIN 48 Interest	73	0
Other	34	14
Total	3,454	3,325
Senior Notes \| 2021 Non-Convertible Senior Notes due 2026:
Debt Instrument [Line Items]
Amortization of debt issuance costs	370	335
Interest on borrowings	2,954	2,954
Amortization of debt discount	$ 23	$ 22

Accumulated Other Comprehensive (Loss) / Income - Changes in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Changes in accumulated other comprehensive income (loss)
Beginning balance	$ 68,097
Other comprehensive income	4,570
Tax effect	0
Ending balance	60,575
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss)
Beginning balance	(44,131)
Ending balance	(39,561)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(40,611)
Other comprehensive income	4,570
Tax effect	0
Ending balance	(36,041)
Unrealized loss on intercompany foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(3,520)
Other comprehensive income	0
Tax effect	0
Ending balance	$ (3,520)

- Definition

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

+ References

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- Definition

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

+ References

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- Definition

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

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+ Details

Capital Structure - Additional Information (Details)					3 Months Ended
Capital Structure - Additional Information (Details)	Apr. 03, 2023 USD ($)	Jan. 03, 2023 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Aug. 19, 2020 USD ($)	Mar. 31, 2023 USD ($) vote $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 $ / shares shares	Jun. 16, 2022 shares	Jun. 15, 2022 shares
Class of Stock [Line Items]
Dividends					$ 0
Common stock, shares authorized (in shares) \| shares					150,000,000		150,000,000	150,000,000	100,000,000
Minimum
Class of Stock [Line Items]
Preferred stock, ownership percentage			5.00%
Maximum
Class of Stock [Line Items]
Preferred stock, ownership percentage			10.00%
2020 Shelf Registration Statement
Class of Stock [Line Items]
Consideration received on transaction				$ 250,000,000
2015 Plan
Class of Stock [Line Items]
Number of shares available for grant (in shares) \| shares					4,100,000
Liability, accrued expenses, non-vested					$ 800,000
2017 New Hire Plan
Class of Stock [Line Items]
Number of shares available for grant (in shares) \| shares					1,100,000
Common Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote					1
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares			$ 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					$ 73,200,000
Multiplier of par			1.5
Proceeds from sale of stock transactions used for redemption of shares			$ 50,000,000
Proceeds from sale of stock transactions, used for redemption of shares and buy back of shares			25,000,000
Series B Preferred dividend paid in cash		$ 2,300,000			$ 2,298,000	$ 1,781,000
Series B Preferred Stock \| Subsequent Event
Class of Stock [Line Items]
Series B Preferred dividend paid in cash	$ 2,470,000
Series B Preferred Stock \| Private Placement
Class of Stock [Line Items]
Consideration received on transaction			$ 72,500,000
Number of shares issued in transaction (in shares) \| shares			75,000

Capital Structure - Preferred Stock (Details) - Series B Preferred Stock shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares) \| shares	71
Amortization of preferred stock issuance costs (in shares) \| shares	0
Issuance of preferred PIK dividend (in shares) \| shares	0
Redemption of Series B preferred shares (in shares) \| shares	0
Ending balance (in shares) \| shares	71
Beginning balance	$ 68,348
Amortization of preferred stock issuance costs	0
Issuance of preferred PIK dividend	0
Redemption of Series B preferred shares	0
Ending balance	68,348
Principal balance	68,300
Temporary equity, gross amount	70,700
Unamortized issuance costs	$ (2,350)

Capital Structure - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,739	$ 1,927
Tax benefit	345	377
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 9,200
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	2 years 1 month 6 days
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 528	794
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	785	878
Performance Based Cash Units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	426	255
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 1,100
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	2 years 2 months 12 days
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 224	221
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	542	556
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 973	$ 1,150

Capital Structure - Black-Scholes Assumptions (Details) - Stock options - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Weighted-average assumptions
Expected stock price volatility	72.50%	71.90%
Risk-free interest rate	4.30%	1.50%
Expected life of options (in years)	4 years 3 months 10 days	4 years 1 month 24 days
Expected dividend yield	0.00%	0.00%
Weighted-average fair value (PSV) of the options (usd per share)	$ 0.60	$ 1.13

Capital Structure - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Number of Options
Options outstanding at the beginning of the period (in shares)	6,641
Options Granted (in shares)	19
Options Exercised (in shares)	0
Options Cancelled (in shares)	(160)
Options outstanding at the end of the period (in shares)	6,500
Vested and exercisable (in shares)	2,635
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 3.80
Options Granted (in dollars per share)	1.02
Options Exercised (in dollars per share)	0
Options Cancelled (in dollars per share)	8.04
Balance at the end of the period (in dollars per share)	3.69
Vested and exercisable (in dollars per share)	$ 6.67
Weighted-Average Remaining Contractual Term (Years)
Outstanding	5 years 25 days
Vested and exercisable	3 years 8 months 15 days
Aggregate Intrinsic Value
Outstanding	$ 1,000
Vested and exercisable	0
Additional disclosures related to stock options
Total intrinsic value for stock options exercisable	0	$ 0
Total intrinsic value for stock options exercised	$ 0	$ 0

Capital Structure - Restricted Stock (Details) - Restricted stock awards shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Awards
Non-vested at the beginning of the period (in shares) \| shares	4,385
Granted (in shares) \| shares	3,161
Granted adjustment (in shares) \| shares	(395)
Vested (in shares) \| shares	(94)
Forfeited (in shares) \| shares	(71)
Non-vested at the end of the period (in shares) \| shares	6,986
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 1.82
Granted (in dollars per share) \| $ / shares	0.95
Granted adjustment (in dollars per share) \| $ / shares	3.25
Vested (in dollars per share) \| $ / shares	4.47
Forfeited (in dollars per share) \| $ / shares	2.32
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 1.31

Capital Structure - Performance Stock (Details) - Performance based cash units shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Awards
Outstanding at the beginning of the period (in shares) \| shares	5,872
Granted (in shares) \| shares	1,206
Granted adjustment (in shares) \| shares	0
Vested and distributed (in shares) \| shares	0
Forfeited (in shares) \| shares	(56)
Outstanding at the end of the period (in shares) \| shares	7,022
Weighted- Average Grant Date Fair Value
Non-vested at the beginning of the period (in dollars per share) \| $ / shares	$ 0.62
Granted (in dollars per share) \| $ / shares	0
Granted adjustment (in dollars per share) \| $ / shares	0
Vested and distributed (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Non-vested at the end of the period (in dollars per share) \| $ / shares	$ 0.94
2015 Plan
Stockholder's Equity
Vesting period (in years)	3 years

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 1,059		$ 128
Effective tax rate	(10.70%)		(4.40%)
Proceeds from income tax refunds		$ 4,300

- Definition

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

+ References + Details

Restructuring - Restructuring Accrual and Changes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring accrual and changes
Charges	$ 345	$ 685
Employment termination costs
Restructuring accrual and changes
Balance at December 31, 2022	832
Charges	345
Payments	(698)
Other Adjustments	0
Balance at March 31, 2023	$ 479

Earnings per Common Share (EPS) - Reconciliation of the Numerator and Denominator Used in Computing Basic and Diluted Net Income Attributable to Common Stockholders Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share Reconciliation [Abstract]
Net loss from operations	$ (10,931)	$ (3,037)
Net income (loss) attributable to redeemable noncontrolling interests	14	(115)
Preferred stock dividend	(2,474)	(2,438)
Net loss attributable to Synchronoss	(13,391)	(5,590)
Net loss attributable to Synchronoss	$ (13,391)	$ (5,590)
Denominator:
Weighted average common shares outstanding - basic (in shares)	86,501	85,866
Weighted average common shares outstanding - diluted (in shares)	86,501	85,866
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.15)	$ (0.07)
Diluted (in dollars per share)	$ (0.15)	$ (0.07)
Stock Options
Earnings (loss) per share:
Anti-dilutive stock options excluded (in shares)	0	0
Restricted Stock Awards
Earnings (loss) per share:
Anti-dilutive stock options excluded (in shares)	6,986	2,162

Commitments, Contingencies and Other - Aggregate Annual Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 13,471
2024	17,511
2025	10,690
Total	$ 41,672

Commitments, Contingencies and Other - 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

Additional Financial Information - Components of Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other Income and Expenses [Abstract]
FX (losses) gains	$ (2,908)	$ 1,718
Other	(23)	(14)
Total	$ (2,931)	$ 1,704