0001131554-24-000018 | 10-K | XBRL Viewer | Synchronoss Technologies INC

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Leases - Weighted Average Lease Term and Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted-average remaining lease term (years), weighted based on lease liability balances
Finance Leases	2 years 2 months 8 days	2 years 2 months 23 days	2 years 10 months 28 days
Operating Leases	4 years 4 months 24 days	5 years 4 months 17 days	6 years 3 months
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance Leases	9.30%	7.40%	6.30%
Operating Leases	8.00%	8.00%	8.30%
Cash paid for amounts included in the measurement of lease liabilities:
Finance Leases	$ 641	$ 424	$ 231
Operating Leases	7,717	7,876	10,704
Lease liabilities arising from obtaining right-of-use assets:
Finance Leases	787	387	813
Operating Leases	$ 0	$ 0	$ 137

Stock Plans - Black-Scholes Assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted-average assumptions
Expected stock price volatility	74.50%	74.10%	82.30%
Risk-free interest rate	4.30%	3.10%	0.70%
Expected life of options (in years)	4 years 3 months 18 days	4 years 1 month 24 days	4 years 2 months 23 days
Expected dividend yield	0.00%	0.00%	0.00%
Weighted-average fair value of the options (in dollars per share)	$ 3.95	$ 6.39	$ 16.49

Goodwill and Intangibles

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangibles

Goodwill

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

The following table shows the adjustments to goodwill during 2023 and 2022:


	Goodwill
Balance at December 31, 2021	$	195,947


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

Translation adjustments	(6,121)
Balance at December 31, 2022	$	182,259




Translation adjustments	1,649
Balance at December 31, 2023	$	183,908

The Company recognized no impairment charges to its goodwill for the years ended December 31, 2023, 2022, and 2021, respectively.

In connection with the sale of the Messaging and NetworkX businesses, the Company allocated goodwill in the amount of $28.6 million to these businesses based upon relative fair value. Such amount is excluded in all periods in the table above and is included in discontinued operations. For additional information, see Note 4. Divestitures and Discontinued Operations of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Other Intangible Assets

The Company’s intangible assets with definite lives consist primarily of technology, capitalized software, trade names, and customer lists and relationships. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets. Amortization expense related to intangible assets for the years ended December 31, 2023, 2022 and 2021 was $14.6 million, $11.9 million and $11.5 million, respectively.

The Company includes impairment charges to its intangible assets within depreciation and amortization in its Consolidated Statements of Operations. The Company recognized no impairment charges to its intangible assets for the years ended December 31, 2023, 2022 and 2021 respectively.

The Company’s intangible assets consist of the following:


	December 31, 2023
	Cost		Accumulated Amortization		Net
Technology	$	52,545	$	(52,545)	$	—
Customer lists and relationships	67,129		(64,387)		2,742
Capitalized software and patents	67,687		(48,215)		19,472
Trade name	1,878		(1,878)		—
Total	$	189,239	$	(167,025)	$	22,214


	December 31, 2022
	Cost		Accumulated Amortization		Net
Technology	$	51,343	$	(51,343)	$	—
Customer lists and relationships	65,861		(62,044)		3,817
Capitalized software and patents	52,473		(33,934)		18,539
Trade name	1,869		(1,869)		—
Total	$	171,546	$	(149,190)	$	22,356

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


Year ending December 31,
2024	$	11,346
2025	4,480
2026	743
2027	17
2028	17
Thereafter	62
Total future amortization	16,665
Capitalized software costs in the development stage1	5,549
Total	$	22,214

_____________________________

1 Amounts represent capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use.

Divestitures and Discontinued Operations - Schedule of Cash Flows Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Loss on divestiture	$ (16,382)	$ 0	$ 0
Investing activities:
Proceeds from sales of business	0	8,000	0
Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Operating activities:
Depreciation and amortization	10,517	16,997	18,834
Stock-based compensation	763	997	1,744
Loss on divestiture	16,382	0	0
Investing activities:
Additions to capitalized software	(4,497)	(5,809)	(11,188)
Proceeds from divestiture	23,674	$ 0	$ 0
Proceeds from sales of business	31,300
Transaction expense	400
Offset amount	7,200
Deferred consideration, cash received	$ 1,500

Summary of Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Results of Operations (Unaudited)

Quarterly results of operations for 2023 and 2022 are as follows:


	Quarter Ended
2023	March 31,		June 30,		September 30,		December 31,

Net revenues	$	41,985	$	41,019	$	39,790	$	41,402

Net loss from continuing operations	(9,338)		(8,469)		(4,442)		(11,805)
Net (loss) income from discontinued operations, net of taxes	(1,593)		(49)		1,763		(20,638)
Net loss	(10,931)		(8,518)		(2,679)		(32,443)
Net loss attributable to Synchronoss	(13,391)		(10,979)		(5,171)		(35,001)
Earnings (loss) per share1:
Basic:
Net loss from continuing operations	$	(1.22)	$	(1.13)	$	(0.71)	$	(1.46)
Net loss from discontinued operations	(0.17)		—		0.18		(2.10)
Basic	$	(1.39)	$	(1.13)	$	(0.53)	$	(3.56)
Diluted:
Net loss from continuing operations	$	(1.22)	$	(1.13)	$	(0.71)	$	(1.46)
Net loss from discontinued operations	(0.17)		—		0.18		(2.10)
Diluted	$	(1.39)	$	(1.13)	$	(0.53)	$	(3.56)
Weighted-average common shares outstanding:
Basic	9,653		9,685		9,809		9,822
Diluted	9,653		9,685		9,809		9,822

________________________________

1 Per common share amounts for the quarters and full year have been calculated separately. Accordingly, quarterly amounts do not add to the annual amount because of differences in the number of weighted-average common shares outstanding during each period which results principally from the effect of issuing shares of the Company’s common stock and options exercised throughout the year.


	Quarter Ended
2022	March 31,		June 30,		September 30,		December 31,

Net revenues	$	46,879	$	46,055	$	39,570	$	41,252

Net loss from continuing operations	(619)		8,874		1,210		(16,184)
Net (loss) income from discontinued operations, net of taxes	(2,418)		(953)		(124)		2,498
Net loss	(3,037)		7,921		1,086		(13,686)
Net loss attributable to Synchronoss	(5,590)		5,327		(1,278)		(15,927)
Earnings (loss) per share1:
Basic:
Net loss from continuing operations	$	(0.33)	$	0.65	$	(0.12)	$	(1.92)
Net loss from discontinued operations	(0.26)		(0.10)		(0.01)		0.26
Basic	$	(0.59)	$	0.55	$	(0.13)	$	(1.66)
Diluted:
Net loss from continuing operations	$	(0.33)	$	0.63	$	(0.12)	$	(1.92)
Net loss from discontinued operations	(0.26)		(0.09)		(0.01)		0.26
Diluted	$	(0.59)	$	0.54	$	(0.13)	$	(1.66)
Weighted-average common shares outstanding:
Basic	9,541		9,680		9,600		9,606
Diluted	9,541		9,917		9,600		9,606

________________________________

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Iselin, New Jersey
Auditor Firm ID	42

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (54,571)	$ (7,716)	$ (23,098)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	18,399	(11,261)	(3,274)
Net income on inter-company foreign currency transactions	0	115	(1,498)
Total other comprehensive income (loss)	18,399	(11,146)	(4,772)
Comprehensive loss	(36,172)	(18,862)	(27,870)
Comprehensive income (loss) attributable to redeemable noncontrolling interests	36	(200)	156
Comprehensive loss attributable to Synchronoss	$ (36,136)	$ (19,062)	$ (27,714)

- 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

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

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-Paragraph 2
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+ Details

Stock Plans (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Year Ended December 31,
		2023		2022		2021
Cost of revenues		$	109	$	249	$	719
Research and development		1,291		1,472		2,313
Selling, general and administrative		2,990		2,743		4,529
Total stock-based compensation expense		$	4,390	$	4,464	$	7,561

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


	Year Ended December 31,
		2023		2022		2021
Stock options		$	1,334	$	1,981	$	3,061
Restricted stock awards		2,930		2,500		4,356
Performance based cash units		126		(17)		144

Total stock-based compensation before taxes		$	4,390	$	4,464	$	7,561
Tax benefit		$	958	$	938	$	1,541

Schedule of Fair Value Assumptions

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


	Year Ended December 31,
		2023			2022			2021
Expected stock price volatility		74.5		%	74.1		%	82.3		%
Risk-free interest rate		4.3		%	3.1		%	0.7		%
Expected life of options (in years)		4.30			4.15			4.23
Expected dividend yield		0.0		%	0.0		%	0.0		%
Weighted-average fair value of the options		$	3.95		$	6.39		$	16.49

Schedule of Information about Stock Options Outstanding

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


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	739	$	34.23
Options Granted	6	6.63
Options Exercised	—	—
Options Cancelled	(96)	58.23
Outstanding at December 31, 2023	649	$	30.44	3.71	$	5

Vested and exercisable at December 31, 2023	434	$	38.42	2.96	$	—

Schedule of Unvested Restricted Stock and Performance Shares Activity

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


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	487	$	16.37
Granted	366	8.54
Granted adjustment1	(44)	17.17
Vested	(204)	15.36
Forfeited	(114)	11.61
Unvested at December 31, 2023	491	$	10.88

_____________________________

1 Represents shares adjusted due to rounding up to the whole shares due to Reverse Stock Split during the fourth quarter of 2023.

A summary of the Company’s unvested performance-based cash units at December 31, 2023 and changes during the year ended December 31, 2023, is presented below:


Performance based cash units	Number of Awards	Period end Fair Value
Outstanding at December 31, 2022	653	$	5.58
Granted	134
Granted adjustment 1	(143)
Vested and distributed 2	(14)
Forfeited	(123)
Outstanding at December 31, 2023	507	$	6.21

_____________________________

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

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

Accumulated Other Comprehensive (Loss) / Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Changes in accumulated other comprehensive income (loss)
Other comprehensive (loss) income	$ 18,399	$ (11,070)	$ (5,258)
Tax effect	0	(76)	486
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss)
Beginning balance	(44,131)	(32,985)	(28,213)
Ending balance	(25,732)	(44,131)	(32,985)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(40,611)	(29,350)	(26,076)
Other comprehensive (loss) income	18,399	(11,261)	(3,274)
Tax effect	0	0	0
Ending balance	(22,212)	(40,611)	(29,350)
Unrealized loss on intercompany foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(3,520)	(3,635)	(2,137)
Other comprehensive (loss) income	0	191	(1,984)
Tax effect	0	(76)	486
Ending balance	$ (3,520)	$ (3,520)	$ (3,635)

- Definition

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

+ References + Details

- Definition

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

+ References

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+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

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+ Details

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2023		2022
Accrued compensation and benefits	$	17,439	$	19,073
Accrued professional service fees	4,587		3,741
Accrued telecommunications and hosting	3,101		1,076
Accrued income taxes payable	338		597
Accrued Series B preferred dividend	2,129		2,298
Accrued operating lease liabilities	5,838		5,202
Accrued finance lease liabilities	562		454
Accrued third party tech services	278		202
Accrued 2021 8.375% Senior Notes - Interest	1,969		1,969
Accrued Sales and Use Tax	1,090		2,401
Accrued other	1,796		7,301
Total	$	39,127	$	44,314

Leases - Operating Lease Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Lease, Liabilities [Roll Forward]
Beginning balance	$ 33,931	$ 40,112
Interest expense	2,490	2,888
Cash payments	(7,717)	(7,876)
Remeasurement		(443)
Foreign exchange and Other	171	(750)
Ending balance	$ 28,875	$ 33,931

Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Accrued liabilities	$ 486	$ 935
Deferred revenue	0	824
Bad debts reserve	3,163	2,219
Deferred compensation	4,150	4,164
Federal net operating loss carry forwards	4,271	4,871
State net operating loss carry forwards	8,641	8,771
Foreign net operating loss carry forwards	4,999	7,030
Lease obligations	5,706	6,509
Capital loss carry forwards	7,633	5,449
Intangible assets	1,470	2,392
Basis difference	6,372	6,454
Credits	3,331	7,815
Fixed assets	639	732
Interest limitation	1,088	32
Capitalization of research expenses	21,805	12,155
Other	33	233
Total deferred tax assets	73,787	70,585
Deferred tax liabilities:
Unrepatriated Earnings	(6,604)	0
Basis difference	(2,078)	(2,880)
Depreciation and amortization	(666)	(709)
Prepaids	(323)	(466)
Lease assets	(2,524)	(3,470)
Other	(734)	(497)
Total deferred tax liabilities	(12,929)	(8,022)
Less: valuation allowance	(64,065)	(63,029)
Net deferred income tax (liabilities) assets	$ (3,207)	$ (466)

Divestitures and Discontinued Operations - Schedule of Net Income From Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disposal Group, Including Discontinued Operation, Operating Expense [Abstract]
(Loss) income from operations, before taxes	$ (2,200)	$ 921	$ 6,777
Loss on divestiture	(16,382)	0	0
Provision for income taxes	(1,935)	(1,918)	(1,610)
Net income from discontinued operations, net of tax	(20,517)	(997)	5,167
Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenues	55,409	78,872	91,273
Disposal Group, Including Discontinued Operation, Operating Expense [Abstract]
Cost of revenues	29,979	45,202	48,890
Research and development	5,967	6,022	4,526
Selling, general and administrative	11,061	9,173	10,772
Restructuring charges	3	462	1,505
Depreciation and amortization	10,518	16,997	18,834
Total costs and expenses	57,528	77,856	84,527
(Loss) income from operations	(2,119)	1,016	6,746
Interest income	8	12	1
Interest expense	0	(1)	(9)
Other (expense) income, net	(89)	(106)	39
(Loss) income from operations, before taxes	(2,200)	921	6,777
Loss on divestiture	(16,382)	0	0
Provision for income taxes	(1,935)	(1,918)	(1,610)
Net income from discontinued operations, net of tax	$ (20,517)	$ (997)	$ 5,167

Capital Structure - Additional Information (Details)					12 Months Ended
Capital Structure - Additional Information (Details)	Dec. 04, 2023 $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 29, 2021 USD ($) $ / shares shares	Feb. 15, 2018 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2020 shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001		$ 0.0001
Stock split, conversion ratio	0.09
Common stock, shares issued (in shares)	9				10,314,000		10,137,000
Common stock, shares outstanding (in shares)	9				10,314,000		10,137,000
Shares converted (in shares)	1
Common stock, shares authorized (in shares)	16,666,667				16,666,667		16,667,000
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Capital stock authorized (in shares)					26,666,667
Capital stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Dividends \| $					$ 0
Number of shares repurchased under program (in shares)						795,779
Par ratio					1.5
Silver Private Holdings I, LLC
Class of Stock [Line Items]
Consideration received on transaction \| $				$ 97,700,000
Number of shares repurchased under program (in shares)				666,075
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares				$ 1,000
Preferred stock, shares issued (in shares)				185,000
Private Placement
Class of Stock [Line Items]
Consideration received on transaction \| $			$ 102,300,000
Number of shares issued in transaction (in shares)			4,700,855
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)			427,351
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)					150,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001		$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares		$ 1,000
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 \| $					$ 63,000,000
Proceeds from sale of stock transactions used for redemption of shares \| $		$ 50,000,000
Proceeds from sale of stock transactions, used for redemption of shares and buy back of shares \| $		25,000,000
Preferred stock, shares outstanding (in shares)					61,000		71,000	75,000
Preferred stock, shares authorized (in shares)					150,000		150,000
Series B Preferred Stock \| Private Placement
Class of Stock [Line Items]
Consideration received on transaction \| $		$ 72,800,000
Number of shares issued in transaction (in shares)		75,000
Common Stock
Class of Stock [Line Items]
Number of votes per share (vote) \| vote					1
Series A Preferred Stock
Class of Stock [Line Items]
Shares redeemed (in shares)		268,917
Value of shares redeemed \| $		$ 278,700,000
Preferred stock, shares outstanding (in shares)					0
Preferred stock, shares authorized (in shares)					0
Minimum
Class of Stock [Line Items]
Stock split, conversion ratio	0.05
Preferred stock, ownership percentage		5.00%
Maximum
Class of Stock [Line Items]
Stock split, conversion ratio	0.2
Preferred stock, ownership percentage		10.00%

Revenue - Contract Assets and Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Changes In Contract Liabilities [Roll Forward]
Balance - January 1, 2023	$ 1,948
Revenue recognized in the period	(164,378)
Amounts billed but not initially recognized as revenue	163,525
Balance - December 31, 2023	1,095
Deferred revenue	$ 1,900

Description of Business	12 Months Ended
Description of Business	Dec. 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, and laptops. Synchronoss’ Messaging platform (Owned and operated through October 31, 2023) 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 (Owned and operated through October 31, 2023) 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.

Earnings per Common Share (“EPS”) (Tables)

12 Months Ended

Dec. 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.


	Year Ended December 31,
		2023		2022		2021
Numerator - Basic:
Net loss from continuing operations		$	(34,054)	$	(6,719)	$	(28,265)
Net income (loss) attributable to redeemable noncontrolling interests		36		(200)		156
Preferred stock dividend		(10,007)		(9,552)		(35,509)
Net loss attributable to Synchronoss from continuing operations		(44,025)		(16,471)		(63,618)

Net (loss) income from discontinued operations, net of taxes		(20,517)		(997)		5,167
Net loss attributable to Synchronoss		$	(64,542)	$	(17,468)	$	(58,451)

Numerator - Diluted:
Net loss attributable to Synchronoss from continuing operations		$	(44,025)	$	(16,471)	$	(63,618)



Net (loss) income from discontinued operations, net of taxes		(20,517)		(997)		5,167
Net loss attributable to Synchronoss		$	(64,542)	$	(17,468)	$	(58,451)

Denominator:
Weighted average common shares outstanding — basic		9,745		9,626		7,235





Weighted average common shares outstanding — diluted		9,745		9,626		7,235

Earnings (loss) per share:
Basic EPS:
Net loss from continuing operations		$	(4.52)	$	(1.71)	$	(8.79)
Net (loss) income from discontinued operations		$	(2.10)	$	(0.10)	$	0.71
Basic EPS		$	(6.62)	$	(1.81)	$	(8.08)
Diluted EPS:
Net loss from continuing operations		$	(4.52)	$	(1.71)	$	(8.79)
Net (loss) income from discontinued operations		$	(2.10)	$	(0.10)	$	0.71
Diluted EPS		$	(6.62)	$	(1.81)	$	(8.08)

Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Intangible assets
Capitalized software costs in the development stage	$ 19,327	$ 18,374	$ 17,040
Software development amortization expense	$ 13,633	$ 10,265	$ 7,630
Software and Software Development Costs \| Minimum
Intangible assets
Estimated economic life	2 years
Software and Software Development Costs \| Maximum
Intangible assets
Estimated economic life	3 years

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Discontinued Operations

On October 31, 2023, Synchronoss Technologies, Inc. entered into an Asset Purchase Agreement with Lumine Group Software Solutions (Ireland) Limited, pursuant to which the Company sold its Messaging and NetworkX businesses. This transaction represents a strategic shift designed to maximize shareholder value and allow the Company to solely focus on providing cloud-centric solutions. In connection with the sale transaction, the Company determined its Messaging and NetworkX Businesses qualified for discontinued operations accounting treatment in accordance with ASC 205-20. Accordingly, the operating results of, and costs to separate the Messaging and NetworkX businesses are reported in Net loss from discontinued operations, net of taxes in the Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities held prior to the sale are reported as Assets and liabilities of discontinued operations on the Consolidated Balance Sheets. The notes to the financial statements have been adjusted on a retrospective basis. For additional information, see Note 4. Divestitures and Discontinued Operations of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Basis of Presentation and Consolidation

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

Unless otherwise noted, tables are presented in U.S. dollars in thousands. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in thousands. Earnings per share amounts are computed independently for earnings from continuing operations, earnings from discontinued operations and net earnings. As a result, the sum of per-share amounts may not equal the total. Unless otherwise noted, all amounts and disclosures included in the Notes to Consolidated Financial Statements reflect only the Company's continuing operations except for the Consolidated Statements of Cash Flows, which are presented for the whole company. For supplemental cash flow disclosures, see Note 4. Divestitures and Discontinued Operations of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

During the fourth quarter of 2023 there was a change in the capital structure due to a reverse stock split, which decreased the number of common shares outstanding. The Company retroactively displayed the effect of the change in the Consolidated Balance Sheets, and retroactively adjusted the computations of basic and diluted EPS for all periods presented on the Consolidated Statement of Operations. For additional information, see Note 15. Capital Structure of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Risks and Uncertainties

There continue to be uncertainties regarding the current geopolitical tensions. The Company is closely monitoring the impact of the geopolitical environment on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. While the geopolitical environment did not materially affect the Company’s financial results and business operations for the year ended December 31, 2023, the Company is unable to predict the impact these factors will have on its financial position and operating results due to numerous uncertainties. The Company will continue to assess the evolving impact of geopolitical tensions and will make adjustments to its operations as necessary.

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

The amendments in this Update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

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

Planned date of adoption: January 1, 2025

Update 2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures

The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update Requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280.

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

Planned date of adoption: January 1, 2024

Use of Estimates

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

Revenue Recognition

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

Subscription and Transaction revenues consist of revenues derived from the processing of transactions through the Company’s service platforms, providing enterprise portal management services on a subscription basis and maintenance agreements on software licenses. The Company generates revenue from Subscription services from monthly active user fees, software as a service (“SaaS”) fees, hosting and storage fees, and fees for the related maintenance support for those services. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies the variable consideration allocation exception when the terms of variable payment relate specifically to efforts to satisfy the performance obligation or the transfer of service based on usage within the corresponding period, under Topic 606 Section 10-25-14(b) – in such situations the revenue booked and the revenue billed for any month are the same. When the Company does not allocate variable consideration to distinct periods of service or apply the variable consideration allocation exception, the total estimated transaction price is recognized ratably over the term of the contract, where the level of service provided to the customer does not vary significantly from one period to another.

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

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

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

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

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

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

Most of the Company’s contracts with customers contain multiple performance obligations which generally include either 1) a perpetual software license with support and maintenance and sometimes a hosting agreement or 2) a term SaaS agreement, frequently sold along with professional services. For these contracts, the Company accounts for individual goods and services

separately if they are distinct performance obligations. This often requires significant judgment based upon knowledge of the products, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation when the customer doesn’t have the ability to take possession of the underlying software license. The Company may also sell the same three goods and services in a contract, but there may be three performance obligations, where the customer has the right to take possession of the software license without significant penalty.

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

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

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

How Standalone Selling Price is Typically Estimated

Software License

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

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

Software License with significant customization

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

Residual approach

Hosting Services

As hosting services are provided (over time)

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

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

Observable transactions

Transaction Services

As transaction is processed (over time)

Observable transactions

Subscription Services

Customer Support

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

Observable transactions

SaaS

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

Estimated using a cost-plus margin approach

The payments for the Company’s performance obligations are typically due within 90 days of services being provided for Software License, Professional Services, and Subscription Services, and due within 90 days of transaction for Transaction Services.

Deferred Revenue

Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered.

Service Level Standards

Pursuant to certain contracts, the Company is subject to service level standards and to corresponding penalties for failure to meet those standards. All performance-related penalties are reflected as a corresponding reduction of the Company’s revenues. These penalties, if applicable, are recorded in the month incurred and were insignificant for the years ended December 31, 2023, 2022 and 2021, respectively.

Cost of Revenues

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

Research and Development

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

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

Research and Development

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

Accounts Receivable

Allowance for Credit Losses

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

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

Fair Value of Financial Instruments and Liabilities

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

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

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

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

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

Property and Equipment

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

Noncontrolling Interests and Mandatorily Redeemable Financial Instruments

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

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

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

Investments in Affiliates and Other Entities

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

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

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including other definite-lived intangible assets. Goodwill is reviewed for impairment annually in the fourth quarter or when an interim triggering event has occurred indicating potential impairment. The Company has concluded that it has one operating segment and one reporting unit. The Company tests for goodwill impairment on its reporting unit.

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

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

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

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

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

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

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

Impairment of Long-Lived Assets

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

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

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

Leases

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

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

For each lease, the Company must then determine:

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

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

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

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

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

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

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

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

Income Taxes

In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the Net Operating Loss provisions of the Tax Cuts and Jobs Act, allowing for the carryback of losses arising in tax years 2018, 2019 and 2020, to each of the five taxable years preceding the taxable year of loss.

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

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

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

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

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

Foreign Currency Exchange

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

Comprehensive Income (Loss)

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

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

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

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

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

Stock-based Compensation

Stock-Based Compensation

As of December 31, 2023, the Company maintains two stock-based compensation plans.

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

For the Company’s performance restricted stock awards and units, the Company estimates the number of shares the recipient is to receive by applying a probability of achieving the performance goals. The actual number of shares the recipient receives is determined at the end of the performance period based on the results achieved versus goals based on the

performance targets, such as revenues and earnings before interest, tax, depreciation and amortization (“EBITDA”) after certain adjustments, and Total Shareholder Return (TSR). The compensation cost is recognized using straight line method over the requisite service period for each vesting tranche. Performance based stock awards are measured at the closing stock price on the grant date and are recognized straight line over the requisite service period. Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period.

Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on historical information of the Company’s stock. The average expected life was determined using historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The Company has never declared or paid cash dividends on the common equity and does not anticipate paying any cash dividends on the common equity in the foreseeable future. Forfeitures are accounted for as they occur.

Segment and Geographic Information

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

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(48,967)	$	(34,752)	$	(53,746)
Foreign	19,656		27,974		16,694
Total	$	(29,311)	$	(6,778)	$	(37,052)

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


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	(1,114)	$	(1,159)	$	6,443
State	(67)		(62)		(65)
Foreign	(821)		1,139		635
Deferred:
Federal	(2,747)		(26)		(26)
State	3		157		(21)
Foreign	3		10		1,821
Income tax (provision) benefit	$	(4,743)	$	59	$	8,787

The Company recognized approximately $4.7 million in related income tax expense and $0.1 million in related income tax benefit during the years ended December 31, 2023 and 2022, respectively. The effective tax rate was approximately (16.2)% for the year ended December 31, 2023, which was lower than the U.S. federal statutory rate primarily due to the impact of Global Intangible Low-Taxed Income, attributable to income in foreign jurisdictions and the impact of the U.S. capitalization of research expenses, and the impact of recognizing a deferred tax liability associated with changes in management’s indefinite reinvestment assertion under APB 23 for one foreign jurisdiction. This decrease was partially offset by loss jurisdictions where full valuation allowances have been recorded, foreign rate differential and GAAP to statutory adjustments. The Company’s effective tax rate was approximately 0.9% for the year ended December 31, 2022, which was lower than the U.S. federal statutory rate primarily due to the impact of Global Intangible Low-Taxed Income, attributable to income in foreign jurisdictions and the impact of the U.S. capitalization of research expenses, and the divestiture of the DXP and Activation assets. This decrease was partially offset by loss jurisdictions where full valuation allowances have been recorded and foreign income tax credits generated in the period.

Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2023, 2022 and 2021 are as follows:


	Year Ended December 31,
	2023		2022		2021
Statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	(0.2)	%	0.8	%	(0.3)	%
Effect of rates different than statutory	4.2	%	30.2	%	3.9	%
Minority interest	—	%	0.6	%	(0.1)	%

Stock based compensation	(1.9)	%	(14.5)	%	(4.1)	%
Foreign basis differences	5.0	%	16.1	%	5.4	%
Regulatory matters	—	%	—	%	(7.1)	%
Other permanent adjustments	(3.3)	%	(3.3)	%	(2.2)	%
Withholding tax	(2.8)	%	—	%	—	%
Federal and foreign tax credits	0.6	%	1.6	%	0.3	%
Change in valuation allowance	4.8	%	89.2	%	9.0	%
Uncertain tax positions	0.1	%	(2.3)	%	(3.5)	%
Other	—	%	(0.1)	%	(0.4)	%
Divestiture of assets	—	%	(17.6)	%	—	%
Global intangible low-taxed income	(20.5)	%	(131.3)	%	(9.8)	%

NOL carryback and other refund claims	—	%	—	%	11.6	%
Deferred tax adjustments	(1.1)	%	2.2	%	—	%
Return to provision	(1.2)	%	8.3	%	—	%
ABP 23 liability	(20.9)	%	—	%	—	%
Effective tax rate	(16.2)	%	0.9	%	23.7	%

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


	As of December 31,
	2023		2022
Deferred tax assets:
Accrued liabilities	$	486	$	935
Deferred revenue	—		824
Bad debts reserve	3,163		2,219
Deferred compensation	4,150		4,164
Federal net operating loss carry forwards	4,271		4,871
State net operating loss carry forwards	8,641		8,771
Foreign net operating loss carry forwards	4,999		7,030
Lease obligations	5,706		6,509
Capital loss carry forwards	7,633		5,449
Intangible assets	1,470		2,392
Basis difference	6,372		6,454
Credits	3,331		7,815
Fixed assets	639		732
Interest limitation	1,088		32
Capitalization of research expenses	21,805		12,155
Other	33		233
Total deferred tax assets	$	73,787	$	70,585

Deferred tax liabilities:
Unrepatriated Earnings	$	(6,604)	$	—
Basis difference	(2,078)		(2,880)
Depreciation and amortization	(666)		(709)
Prepaids	(323)		(466)
Lease assets	(2,524)		(3,470)
Other	(734)		(497)
Total deferred tax liabilities	(12,929)		(8,022)
Less: valuation allowance	(64,065)		(63,029)
Net deferred income tax (liabilities) assets	$	(3,207)	$	(466)

As of December 31, 2023, the Company has federal and state income tax net operating loss (“NOL”) carryforwards of $20.3 million and $148.9 million, respectively, including NOL carryforwards which will expire at various dates from 2025 through 2041, and NOL carryforwards which do not expire. The Company also has foreign NOL carryforwards in various jurisdictions of $36.5 million that have various carryforward periods. Such NOL carryforwards expire as follows:


Year	NOL carryforward
2024	$	—
2025	445
2026-2041	169,612
Indefinite	35,683
Total	$	205,740

As of December 31, 2022, the Company has federal and state income tax credit carryforwards of $2.2 million and $1.5 million, respectively, including state credits of approximately $0.4 million which will expire in 2024, other credits which will expire at various dates from 2025 through 2039 and credits which do not expire.

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

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

The Company continues to evaluate the ability to realize all of its net deferred tax assets at each reporting date and records a benefit for deferred tax assets to the extent it has deferred tax liabilities that provide a source of income to benefit the deferred tax asset. As a result of this analysis, the Company recorded a valuation allowance against the net deferred tax assets of certain foreign jurisdictions as the realization of these assets is not more likely than not, given uncertainty of future earnings in these jurisdictions. The valuation allowance increased by $1.0 million during the year ended December 31, 2023 and decreased by $5.9 million during the year ended December 31, 2022, respectively. The increase in tax year ended December 31, 2023 is primarily related to an increase in deferred tax assets including capital loss carryforward, interest expense limitation and capitalization of research expenditures, net of utilization of tax credit and net operating loss carryforwards. This increase was partially offset by an increase in deferred tax liabilities primarily associated with changes in management’s indefinite reinvestment assertion under APB 23 for one foreign jurisdiction. The decrease in tax year ended December 31, 2022 is primarily related to a decrease in deferred tax assets including deferred revenue, intangibles and net operating loss, interest expense and tax credit carryforwards, net of capitalization of research expenditures. This decrease was partially offset by a decrease in deferred tax liabilities primarily associated with intangible assets during the period.

The Company's accounting policy is to record the tax impacts of Global Intangible Low-Taxed Income as a period cost. The Company’s current accounting policy related to stranded tax effects in accumulated other comprehensive income is to review and reclassify on an item-by-item basis.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2023, the Company’s tax years for 2020 through 2023 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2023, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2020. Additionally, to the extent we utilize our NOL carryforwards in the future, the tax years in which the attribute was generated may still be adjusted upon examination by the tax authorities in the future period when the attribute is utilized.

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

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

Our policy has been to leave our cumulative unremitted foreign earnings invested indefinitely outside the United States, and we intend to continue this policy for most of our foreign subsidiaries. During 2023, we changed our indefinite reinvestment assertion for our Indian subsidiary and recorded a deferred tax liability associated with the outside basis difference. The Company continues to assert permanent reinvestment of foreign earnings in all other foreign jurisdictions. Due to the timing and circumstances of repatriation of such earnings, if any, it is not practicable to determine the unrecognized deferred tax liability relating to such amounts.

On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) released a statement on the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges of the digital economy. On December 20, 2021, the OECD released Pillar Two model rules defining a 15% global minimum tax rate for large multinational corporations (the “Pillar Two Framework”). The OECD continues to release additional guidance and countries are implementing legislation with widespread adoption of the Pillar Two Framework expected by 2024. The Company is not currently subject to these rules but is continuing to evaluate the Pillar Two Framework and its potential impact on future periods.

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

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

On January 31, 2024, the House of Representatives passed a proposed tax bill which, among other provisions, aims to reinstate 100% bonus depreciation for property placed in service in 2023 and through 2025 and to allow taxpayers to expense domestic research costs retroactively back to 2022 and prospectively through tax years beginning before 2026. Enactment remains uncertain and the Company continues to monitor the ongoing developments in the proposed legislation.

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


	Unrecognized tax benefits
Balance at December 31, 2020	$	3,283


Decrease related to lapse of Statute of Limitations	(827)

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


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

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


Decrease related to lapse of Statute of Limitations	(64)


Balance at December 31, 2023	$	4,373

Included in the balance of unrecognized tax benefits associated with uncertain tax positions as of the years ended December 31, 2023 and 2022, are $3.8 million and $3.9 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The liability for unrecognized tax benefits excludes accrued interest of $0.7 million, $0.4 million and $0.4 million, for the years ended December 31, 2023, 2022 and 2021, respectively. The Company does not believe that it is reasonably possible that any of its currently unrecognized tax benefits primarily related to research and development credits and other U.S. tax positions, may be recognized by the end of 2024 as a result of a lapse of the statute of limitations.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Capital Structure - Preferred Stock (Details) - USD ($) shares in Thousands, $ in Thousands		12 Months Ended
	Jan. 02, 2024	Dec. 31, 2023	Dec. 31, 2022
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of preferred PIK dividend (in shares)			3
Issuance of preferred PIK dividend			$ 2,438
Series B Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)		71	75
Amortization of preferred stock issuance costs (in shares)		0	0
Redemption of Series B preferred shares (in shares)		(10)	(7)
Ending balance (in shares)		61	71
Beginning balance		$ 68,348	$ 72,505
Amortization of preferred stock issuance costs		328	143
Redemption of Series B preferred shares		(9,874)	(6,738)
Ending balance		58,802	$ 68,348
Temporary equity, carrying amount		58,800
Temporary equity, gross amount		60,800
Temporary equity, unamortized issuance costs		(2,000)
Series B Perpetual Non-Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends, preferred stock, cash		$ 9,800
Series B Perpetual Non-Convertible Preferred Stock \| Subsequent Event
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends, preferred stock, cash	$ 2,100

Legal Matters (Details) $ in Thousands	Jul. 12, 2023 USD ($)	Jun. 07, 2022 USD ($) defendant
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, damages awarded		$ 12,500
Loss contingency, payment term		2 years
Loss contingency, number of defendants \| defendant		2
Loss contingency, damages sought, value	$ 1,200

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Components of Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2023		2022
Accrued compensation and benefits	$	17,439	$	19,073
Accrued professional service fees	4,587		3,741
Accrued telecommunications and hosting	3,101		1,076
Accrued income taxes payable	338		597
Accrued Series B preferred dividend	2,129		2,298
Accrued operating lease liabilities	5,838		5,202
Accrued finance lease liabilities	562		454
Accrued third party tech services	278		202
Accrued 2021 8.375% Senior Notes - Interest	1,969		1,969
Accrued Sales and Use Tax	1,090		2,401
Accrued other	1,796		7,301
Total	$	39,127	$	44,314

Income Taxes - Reconciliation of Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	(0.20%)	0.80%	(0.30%)
Effect of rates different than statutory	4.20%	30.20%	3.90%
Minority interest	0.00%	0.60%	(0.10%)
Stock based compensation	(1.90%)	(14.50%)	(4.10%)
Foreign basis differences	5.00%	16.10%	5.40%
Regulatory matters	0.00%	0.00%	(7.10%)
Other permanent adjustments	(3.30%)	(3.30%)	(2.20%)
Withholding tax	(2.80%)	0.00%	0.00%
Federal and foreign tax credits	0.60%	1.60%	0.30%
Change in valuation allowance	4.80%	89.20%	9.00%
Uncertain tax positions	0.10%	(2.30%)	(3.50%)
Other	0.00%	(0.10%)	(0.40%)
Divestiture of assets	0.00%	(17.60%)	0.00%
Global intangible low-taxed income	(20.50%)	(131.30%)	(9.80%)
NOL carryback and other refund claims	0.00%	0.00%	11.60%
Deferred tax adjustments	(1.10%)	2.20%	0.00%
Return to provision	(1.20%)	8.30%	0.00%
ABP 23 liability	(20.90%)	0.00%	0.00%
Effective tax rate	(16.20%)	0.90%	23.70%

Note Receivable (Details) - Sequential Technology International L L C And A P Capital Holdings I I L L C - USD ($) $ in Millions	Dec. 31, 2022	Jun. 30, 2020
Schedule of Equity Method Investments [Line Items]
Other assets fair value disclosure	$ 4.8
Loans Payable
Schedule of Equity Method Investments [Line Items]
Principal amount		$ 9.0

Stock Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 4,390	$ 4,464	$ 7,561
Tax benefit	958	938	1,541
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 4,000
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	8 months 12 days
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,334	1,981	3,061
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	2,930	2,500	4,356
Performance based cash units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	126	(17)	144
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense	$ 200
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized	1 year 2 months 12 days
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 109	249	719
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	1,291	1,472	2,313
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 2,990	$ 2,743	$ 4,529

Debt - Offering of Senior Notes (Details) - Senior Notes - Senior Notes Due June 30, 2026 - USD ($)	Oct. 25, 2021	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Principal amount	$ 18,000,000	$ 120,000,000	$ 16,100,000
Interest rate, as a percent		8.375%
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%
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

Stock Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Plans

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

Under the 2015 Plan, the Company may grant to its employees, outside directors and consultants awards in the form of non-qualified stock options, shares of restricted stock, stock units, or stock appreciation rights and performance shares. The Company’s Board of Directors administers the Plan and is responsible for determining the individuals to be granted options or shares, the number of options or shares each individual will receive, the price per share and the exercise period of each option. The maximum number of shares of common stock authorized for issuance under the 2015 Plan is 4,688,576 shares as of December 31, 2023.

On December 15, 2017, the Compensation Committee adopted the 2017 New Hire Equity Incentive Plan (“2017 Plan”), which is intended to be exempt from the stockholder approval requirements under the “inducement grant exception” provided by the Inducement Rule. The Committee authorized the issuance of stock grants to new hires, with the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) providing for the attraction and retention of new employees with exceptional qualifications, (b) encouraging new employees to focus on critical long-range objectives, and (c) linking new employees directly to stockholder interests through increased stock ownership. As required by the Inducement Rule, the Company issues a press release promptly upon issuing shares to new employees pursuant to the 2017 Plan. The maximum number of shares of common stock authorized for issuance under the 2017 Plan is 229,635 shares as of December 31, 2023.

As of December 31, 2023, there were 0.7 million shares available for the grant or award under the Company’s 2015 Plan and 0.1 million shares available for the grant or award under the Company’s 2017 Plan.

The Company’s performance based cash units granted to employees under the Long Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and the ability to settle such awards in cash upon vesting and has reflected such awards in accrued expenses on the Condensed Consolidated Balance Sheet. As of December 31, 2023, the liability for such awards is approximately $0.4 million.

Stock-Based Compensation

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


	Year Ended December 31,
		2023		2022		2021
Cost of revenues		$	109	$	249	$	719
Research and development		1,291		1,472		2,313
Selling, general and administrative		2,990		2,743		4,529
Total stock-based compensation expense		$	4,390	$	4,464	$	7,561

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


	Year Ended December 31,
		2023		2022		2021
Stock options		$	1,334	$	1,981	$	3,061
Restricted stock awards		2,930		2,500		4,356
Performance based cash units		126		(17)		144

Total stock-based compensation before taxes		$	4,390	$	4,464	$	7,561
Tax benefit		$	958	$	938	$	1,541

The total stock-based compensation cost related to unvested equity awards as of December 31, 2023 was approximately $4.0 million. The expense is expected to be recognized over a weighted-average period of approximately 0.7 years.

The total stock-based compensation cost related to unvested performance-based cash units as of December 31, 2023 was approximately $0.2 million. The expense is expected to be recognized over a weighted-average period of approximately 1.2 years.

Stock Options

Stock options that were granted under the Company’s Plans generally vest one-third of the shares on the first, second and third anniversary of the grant date subject to optionee’s continuous service.

Other than as set forth in Note 15. Capital Structure, there were no significant changes to the Company’s Stock Option Plans during the year ended December 31, 2023.

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:


	Year Ended December 31,
		2023			2022			2021
Expected stock price volatility		74.5		%	74.1		%	82.3		%
Risk-free interest rate		4.3		%	3.1		%	0.7		%
Expected life of options (in years)		4.30			4.15			4.23
Expected dividend yield		0.0		%	0.0		%	0.0		%
Weighted-average fair value of the options		$	3.95		$	6.39		$	16.49

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


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	739	$	34.23
Options Granted	6	6.63
Options Exercised	—	—
Options Cancelled	(96)	58.23
Outstanding at December 31, 2023	649	$	30.44	3.71	$	5

Vested and exercisable at December 31, 2023	434	$	38.42	2.96	$	—

The total intrinsic value of stock options exercised during the year ended December 31, 2023 and 2022 was nil and nil, respectively. The total intrinsic value of stock options exercisable as of December 31, 2023 and 2022 was nil and nil, respectively.

Awards of Restricted Stock and Performance Stock

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

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

Other than as set forth in Note 15. Capital Structure, there were no significant changes to the Company’s restricted stock award (“Restricted Stock”) and performance stock plan during the year ended December 31, 2023.

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


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	487	$	16.37
Granted	366	8.54
Granted adjustment1	(44)	17.17
Vested	(204)	15.36
Forfeited	(114)	11.61
Unvested at December 31, 2023	491	$	10.88

_____________________________

1 Represents shares adjusted due to rounding up to the whole shares due to Reverse Stock Split during the fourth quarter of 2023.

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

Performance Based Cash Units

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

A summary of the Company’s unvested performance-based cash units at December 31, 2023 and changes during the year ended December 31, 2023, is presented below:


Performance based cash units	Number of Awards	Period end Fair Value
Outstanding at December 31, 2022	653	$	5.58
Granted	134
Granted adjustment 1	(143)
Vested and distributed 2	(14)
Forfeited	(123)
Outstanding at December 31, 2023	507	$	6.21

_____________________________

1 Includes changes in the unvested 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 are recognized straight line over the requisite service period. The expense for the period will increase or decrease based on updated fair values of these awards as well as the percentage achievement of the performance metrics at each reporting date.

Goodwill and Intangibles - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Beginning balance	$ 182,259	$ 195,947
Goodwill allocated to the sale of DXP Business		(7,567)
Translation adjustments	1,649	(6,121)
Ending balance	$ 183,908	$ 182,259

- Definition

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

+ References + Details

Commitments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 17,729
2025	12,559
2026	797
Total	$ 31,085

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Discontinued Operations

Basis of Presentation and Consolidation

Risks and Uncertainties

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

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

Planned date of adoption: January 1, 2025

Update 2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures

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

Planned date of adoption: January 1, 2024

Use of Estimates

Revenue Recognition

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

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

How Standalone Selling Price is Typically Estimated

Software License

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

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

Software License with significant customization

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

Residual approach

Hosting Services

As hosting services are provided (over time)

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

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

Observable transactions

Transaction Services

As transaction is processed (over time)

Observable transactions

Subscription Services

Customer Support

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

Observable transactions

SaaS

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

Estimated using a cost-plus margin approach

Deferred Revenue

Deferred revenues represent billings to customers for services in advance of the performance of services, with revenues recognized as the services are rendered.

Service Level Standards

Cost of Revenues

Research and Development

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


	Year ended December 31,
	2023		2022		2021
Unamortized software development costs	$	19,327	$	18,374	$	17,040
Software development amortization expense	$	13,633	$	10,265	$	7,630

The Company recognized no impairment charges to its capitalized software intangible assets for the years ended December 31, 2023, 2022 and 2021, respectively.

Concentration of Credit Risk

The Company’s top five customers accounted for 96.6%, 94.6% and 92.4% of net revenues for the years ended December 31, 2023, 2022 and 2021, respectively. Contracts with these customers typically run for three to five years. Of these customers, Verizon accounted for more than 10% of the Company’s revenues in 2023, 2022, and 2021, and AT&T accounted for more than 10% of the Company’s revenues in 2023.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable include amounts billed to customers, claims, and unbilled revenue, which consists of amounts recognized as sales but not yet billed. Substantially all amounts of unbilled receivables are expected to be billed and collected in the subsequent year. The Company had unbilled receivable balances of $0.7 million and $0.5 million as of December 31, 2023 and 2022, respectively.

Allowance for Credit Losses

Fair Value of Financial Instruments and Liabilities

Property and Equipment

Noncontrolling Interests and Mandatorily Redeemable Financial Instruments

Investments in Affiliates and Other Entities

Goodwill

Impairment of Long-Lived Assets

Leases

For each lease, the Company must then determine:

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

Income Taxes

Foreign Currency Exchange

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


	Year Ended December 31,
	2023		2022		2021
Net (loss) gain on foreign currency translations	$	(5,131)	$	2,835	$	(5,839)

Comprehensive Income (Loss)

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

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

Stock-Based Compensation

As of December 31, 2023, the Company maintains two stock-based compensation plans.

Segment and Geographic Information

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


	Year Ended December 31,
	2023		2022		2021
Revenue:
Domestic	$	151,882	$	164,255	$	178,221
Foreign	12,314		9,501		11,121
Total revenue	$	164,196	$	173,756	$	189,342


	Year Ended December 31,
	2023		2022
Property and equipment, net:
Domestic	$	2,570	$	2,996
Foreign	1,103		1,445
Total property and equipment, net	$	3,673	$	4,441

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Finance lease assets	$ 2,085	$ 1,440
Property and equipment, gross	60,786	160,462
Less: Accumulated depreciation	(57,113)	(156,021)
Property and equipment, net	3,673	4,441
Depreciation	2,200	2,900	$ 5,600
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,000	115,097
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	17,021	25,492
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,434	4,027
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 12,246	$ 14,406

Allowance for Credit Losses (Tables)

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Schedule of Allowance For Credit Losses

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


	Allowance for credit losses
Balance at December 31, 2022	$	51
Current period change for expected credit losses	57
Balance at December 31, 2023	$	108

Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 1,534	$ 1,391	$ 624
Amortization of debt discount	97	88	9
Other	516	345	109
Total	13,963	13,639	6,411
Senior Notes Due June 30, 2026 \| Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	1,534	1,391	625
Interest on borrowings	11,816	11,815	5,458
Amortization of debt discount	97	88	9
2019 Revolving Credit Facility: \| Senior Notes
Debt Instrument [Line Items]
Amortization of debt issuance costs	0	0	84
Interest on borrowings	$ 0	$ 0	$ 126

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Summary of Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Quarterly results of operations for 2023 and 2022 are as follows:


	Quarter Ended
2023	March 31,		June 30,		September 30,		December 31,

Net revenues	$	41,985	$	41,019	$	39,790	$	41,402

Net loss from continuing operations	(9,338)		(8,469)		(4,442)		(11,805)
Net (loss) income from discontinued operations, net of taxes	(1,593)		(49)		1,763		(20,638)
Net loss	(10,931)		(8,518)		(2,679)		(32,443)
Net loss attributable to Synchronoss	(13,391)		(10,979)		(5,171)		(35,001)
Earnings (loss) per share1:
Basic:
Net loss from continuing operations	$	(1.22)	$	(1.13)	$	(0.71)	$	(1.46)
Net loss from discontinued operations	(0.17)		—		0.18		(2.10)
Basic	$	(1.39)	$	(1.13)	$	(0.53)	$	(3.56)
Diluted:
Net loss from continuing operations	$	(1.22)	$	(1.13)	$	(0.71)	$	(1.46)
Net loss from discontinued operations	(0.17)		—		0.18		(2.10)
Diluted	$	(1.39)	$	(1.13)	$	(0.53)	$	(3.56)
Weighted-average common shares outstanding:
Basic	9,653		9,685		9,809		9,822
Diluted	9,653		9,685		9,809		9,822

________________________________


	Quarter Ended
2022	March 31,		June 30,		September 30,		December 31,

Net revenues	$	46,879	$	46,055	$	39,570	$	41,252

Net loss from continuing operations	(619)		8,874		1,210		(16,184)
Net (loss) income from discontinued operations, net of taxes	(2,418)		(953)		(124)		2,498
Net loss	(3,037)		7,921		1,086		(13,686)
Net loss attributable to Synchronoss	(5,590)		5,327		(1,278)		(15,927)
Earnings (loss) per share1:
Basic:
Net loss from continuing operations	$	(0.33)	$	0.65	$	(0.12)	$	(1.92)
Net loss from discontinued operations	(0.26)		(0.10)		(0.01)		0.26
Basic	$	(0.59)	$	0.55	$	(0.13)	$	(1.66)
Diluted:
Net loss from continuing operations	$	(0.33)	$	0.63	$	(0.12)	$	(1.92)
Net loss from discontinued operations	(0.26)		(0.09)		(0.01)		0.26
Diluted	$	(0.59)	$	0.54	$	(0.13)	$	(1.66)
Weighted-average common shares outstanding:
Basic	9,541		9,680		9,600		9,606
Diluted	9,541		9,917		9,600		9,606

________________________________

Accumulated Other Comprehensive (Loss) / Income (Tables)

12 Months Ended

Dec. 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 years ended December 31, 2023, 2022, and 2021 were as follows:


	Balance at December 31, 2022		Other comprehensive income		Tax effect		Balance at December 31, 2023
Foreign currency	$	(40,611)	$	18,399	$	—	$	(22,212)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(44,131)	$	18,399	$	—	$	(25,732)


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

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


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

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

Additional Financial Information (Tables)

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Schedule of Components of Other (Expense) Income, Net

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


	Year Ended December 31,
	2023		2022		2021
Foreign exchange gains (losses)1	$	(5,131)	$	2,835	$	(5,839)
Government refunds2	—		828		450
Income from sale of intangible assets3	—		—		550

Other4	3		(110)		(77)
Total	$	(5,128)	$	3,553	$	(4,916)

_____________________________

1 Represents fair value of foreign exchange gains and losses.

2 Represents government and tax refunds.

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

4 Represents an aggregate of individually immaterial transactions

Capital Structure

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Capital Structure

Reverse Stock Split

On December 4, 2023, the Company’s stockholders approved proposals at a special meeting of stockholders (the “Special Meeting”) amending the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, $0.0001 par value (“Common Stock”), at a ratio in the range of 1-for-5 to 1-to-20, and an associated reduction in the number of shares of Common Stock the Company is authorized to issue. On December 4, 2023, the Company’s Board of Directors (the “Board”) approved a final split ratio of 1-for-9 (the “Reverse Stock Split”) where each nine (9) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock.

Following such approvals, the Company filed an amendment to the Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split with the Secretary of State of the State of Delaware on December 8, 2023 as of 4:01 p.m. Eastern Time. The Certificate of Amendment states that the Company is authorized to issue two classes of stock to be designated common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The number of shares of Common Stock authorized to be issued is sixteen million six hundred sixty-six thousand six hundred sixty-seven (16,666,667), par value $0.0001 per share, and the number of shares of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.0001 per share.

As of the opening of trading on December 11, 2023, the Company’s Common Stock began trading on a post-split basis under CUSIP number 87157B400. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “SNCR.”

The Reverse Stock Split was effected simultaneously for all shares of Common Stock issued and outstanding, and affected all holders of the Company’s Common Stock uniformly and does not affect any stockholder’s percentage ownership interests in the Company, except with respect to the treatment of fractional shares. The Company did not issue fractional shares for post-Reverse Stock Split shares in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive a

fractional share of Common Stock had such fractional share rounded up to the nearest whole share. The Company retroactively displayed the effect of the Reverse Stock Split change in the Consolidated Balance Sheets, and retroactively adjusted the computations of basic and diluted EPS for all periods presented on the Consolidated Statement of Operations.

As of December 31, 2023, the Company’s authorized capital stock was 26,666,667 shares of stock with a par value of $0.0001, of which 16,666,667 shares were designated as common stock and 10,000,000 shares were designated as preferred stock, 150,000 of which were designated Series B Perpetual Non-Convertible Preferred Stock.

Common Stock

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

Common Stock Offering

On June 29, 2021, the Company closed its underwritten public offering of common stock, par value $0.0001 per share. The offering was conducted pursuant to an underwriting agreement (the “Underwriting Agreement”) dated June 24, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”) for net proceeds of $102.3 million. At the closing, the Company issued 4,700,855 shares of common stock, inclusive of 427,351 shares of common stock issued pursuant to the full exercise of the Underwriters’ option to purchase additional shares of common stock. The Company used the net proceeds for the redemption of the Series A Convertible Preferred Stock.

Treasury Stock

Prior to 2021, the Company held 795,779 shares in Treasury. In the second quarter of 2021, the entire balance of Treasury Stock was sold in the underwritten public offering. Any related additional paid in capital and par values were removed from the common stock numbers. Treasury Stock balance is nil as of December 31, 2023.

Preferred Stock

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

Series B Non-Convertible Preferred Stock

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

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

Certificate of Designation of the Series B Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference per share of Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1,

2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). The Company may choose to pay the Series B Preferred Dividends in cash or in additional shares of Series B Preferred Stock. In the event the Company does not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. As of December 31, 2023, the Liquidation Value and Redemption Value of the Series B Preferred Shares was $63.0 million.

Each share of Series B Preferred Stock is redeemable at the option of the holder upon the occurrence of a “Fundamental Change” at (i) par in the case of a payment in cash or (ii) 1.5 times par in the case of payment in shares of Common Stock (such shares being, “Registrable Securities”), subject to certain limitations on the amount of stock that could be issued to the holders of Series B Stock. In addition, the Company will be permitted to redeem outstanding shares of the Series B Preferred Stock at any time for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. Pursuant to the Series B Certificate, the Company will be required to use (i) the first $50.0 million of proceeds from certain transactions (i.e., disposition, sale of assets, tax refunds) received by the Company to redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25.0 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of the Series B Preferred Stock.

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

Investor Rights Agreement

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

A summary of the Company’s Series B Preferred Stock balance at December 31, 2023 and changes during the year ended December 31, 2023 and 2022, are presented below:


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


Amortization of preferred stock issuance costs	—		143
Issuance of preferred PIK dividend	3		2,438



Redemption of Series B preferred shares	(7)		(6,738)
Balance at December 31, 2022	71		$	68,348


Amortization of preferred stock issuance costs	—		328




Redemption of Series B preferred shares	(10)		(9,874)
Balance at December 31, 20231	61		$	58,802

________________________________

1 Series B preferred stock net principal balance of $58.8 million is presented as gross principal balance of $60.8 million net of $2.0 million unamortized issuance costs.

The Company paid Series B Perpetual Non-Convertible Preferred Stock dividend of $9.8 million in cash for the year ended December 31, 2023. On January 2, 2024 the Company paid the accrued Series B Perpetual Non-Convertible Preferred Stock dividend of $2.1 million in cash.

Series A Convertible Preferred Stock

In accordance with the terms of the Share Purchase Agreement dated as of October 17, 2017 (the “PIPE Purchase Agreement”), with Silver Private Holdings I, LLC, an affiliate of Siris (“Silver”), on February 15, 2018, the Company issued to Silver 185,000 shares of its newly issued Series A Convertible Participating Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, in exchange for $97.7 million in cash and the transfer from Silver to the Company of the 666,075 shares of the Company’s common stock held by Silver (the “Preferred Transaction”).

Redemption of Series A Preferred Stock

The net proceeds from the common stock public offering, Senior Note offering and the Series B Transaction was used in part to fully redeem all outstanding shares of the Company’s Series A Preferred Stock on June 30, 2021 (the “Redemption”). The Company redeemed in full all of the 268,917 outstanding shares of the Series A Preferred Stock for an aggregate Redemption Price of $278.7 million and all rights under the Investor Rights Agreement relating to the Series A Preferred Stock were terminated effective with the Redemption. No Series A Preferred Stock remains outstanding or authorized as of December 31, 2023. In addition, on June 30, 2021, in connection with the redemption of the Series A Preferred Stock, the Investor Rights Agreement between the Company and Silver terminated.

Leases - Operating Lease ROU Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Lease, Right-Of Use Asset [Roll Forward]
Beginning balance	$ 20,106	$ 24,428
ROU assets amortization	(3,473)	(3,561)
ROU assets impairment	(1,918)	(169)
Foreign exchange	76	(592)
Ending balance	$ 14,791	$ 20,106

Revenue - Narrative (Details) - USD ($)	12 Months Ended
Revenue - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract asset, balance	$ 1,200,000	$ 13,300,000
Contract Acquisition Costs
Disaggregation of Revenue [Line Items]
Impairment capitalized contract cost	0	0	$ 0
Contract Fulfillment Costs
Disaggregation of Revenue [Line Items]
Capitalized contract cost	$ 200,000	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2020		5,734
Beginning balance (in shares) at Dec. 31, 2020			(796)
Beginning balance at Dec. 31, 2020	$ 43,282	$ 1	$ (82,087)	$ 499,352	$ (28,213)	$ (345,771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	9,259			9,259
Issuance of restricted stock (in shares)		216
Issuance of restricted stock	1			1
Preferred stock dividends accrued	(22,718)			(22,718)
Amortization of preferred stock issuance costs	(12,791)			(12,791)
Issuance of common stock related to acquisition (in shares)		4,701
Issuance of common stock related to acquisition	110,000			110,000
Common Stock - Issuance Costs	(8,340)			(8,340)
Retirement of treasury stock (in shares)		(796)	796
Retirement of treasury stock	0		$ 82,087	(82,087)
Net loss	(23,098)					(23,098)
Non-controlling interest	0			(156)		156
Total other comprehensive income (loss)	(4,772)				(4,772)
Ending balance (in shares) at Dec. 31, 2021		9,855
Ending balance (in shares) at Dec. 31, 2021			0
Ending balance at Dec. 31, 2021	90,823	$ 1	$ 0	492,520	(32,985)	(368,713)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	5,771			5,771
Issuance of restricted stock (in shares)		290
Issuance of restricted stock	0
Preferred stock dividends accrued	(9,409)			(9,409)
Amortization of preferred stock issuance costs	(143)			(143)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(8)
Shares withheld for taxes in connection with issuance of restricted stock	(83)			(83)
Net loss	(7,716)					(7,716)
Non-controlling interest	0			200		(200)
Total other comprehensive income (loss)	$ (11,146)				(11,146)
Ending balance (in shares) at Dec. 31, 2022	10,137	10,137
Ending balance (in shares) at Dec. 31, 2022			0
Ending balance at Dec. 31, 2022	$ 68,097	$ 1	$ 0	488,856	(44,131)	(376,629)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	4,963			4,963
Issuance of restricted stock (in shares)		207
Issuance of restricted stock	0
Preferred stock dividends accrued	(9,679)			(9,679)
Amortization of preferred stock issuance costs	(328)			(328)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(30)
Shares withheld for taxes in connection with issuance of restricted stock	(249)			(249)
Net loss	(54,571)					(54,571)
Non-controlling interest	0			(36)		36
Total other comprehensive income (loss)	$ 18,399				18,399
Ending balance (in shares) at Dec. 31, 2023	10,314	10,314
Ending balance (in shares) at Dec. 31, 2023			0
Ending balance at Dec. 31, 2023	$ 26,632	$ 1	$ 0	$ 483,527	$ (25,732)	$ (431,164)

Income Taxes - Components of Income before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (48,967)	$ (34,752)	$ (53,746)
Foreign	19,656	27,974	16,694
Loss from continuing operations, before taxes	$ (29,311)	$ (6,778)	$ (37,052)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
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-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Carrying Amounts

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


	December 31,
Senior Notes	2023		2022
2021 Non-convertible 8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost	(4,862)		(6,493)
Carrying value of Senior Notes	$	136,215	$	134,584

________________________________

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

Schedule of Debt Convenants

The Company is in compliance with its debt covenants as of December 31, 2023.


			Fair Value
Senior Notes	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total
Balance at December 31, 2022	$	134,584	$	—	$	101,293	$	—	$	101,293
Balance at December 31, 2023	$	136,215	$	—	$	107,557	$	—	$	107,557

Schedule of Interest Expense

The following table summarizes the Company’s interest expense:


	Year Ended December 31,
		2023		2022		2021
2021 Non-Convertible 8.375% Senior Notes due 2026:
Amortization of debt issuance costs		$	1,534	$	1,391	$	625
Interest on borrowings		11,816		11,815		5,458
Amortization of debt discount		97		88		9
2019 Revolving Credit Facility:
Amortization of debt issuance costs		—		—		84

Interest on borrowings		—		—		126

Other1		516		345		109
Total		$	13,963	$	13,639	$	6,411

________________________________

1 Includes interest on uncertain tax provisions.

- 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

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

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 17,439	$ 19,073
Accrued professional service fees	4,587	3,741
Accrued telecommunications and hosting	3,101	1,076
Accrued income taxes payable	338	597
Accrued Series B preferred dividend	2,129	2,298
Accrued operating lease liabilities	$ 5,838	$ 5,202
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total	Total	Total
Lease liabilities, current	$ 562	$ 454
Accrued third party tech services	278	202
Accrued 2021 8.375% Senior Notes - Interest	1,969	1,969
Accrued Sales and Use Tax	1,090	2,401
Accrued other	1,796	7,301
Total	$ 39,127	$ 44,314
Senior Notes Due June 30, 2026 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, as a percent				8.375%

Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Fair Value, Recurring Basis, Unobservable Input Reconciliation Net, Derivative Asset Liability, Gain (Loss) Statement Of Income, Extensible List Not Disclosed Flag	interest expense
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years

Goodwill and Intangibles - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible assets:
Cost	$ 189,239	$ 171,546
Accumulated Amortization	(167,025)	(149,190)
Total	22,214	22,356
Technology
Intangible assets:
Cost	52,545	51,343
Accumulated Amortization	(52,545)	(51,343)
Total	0	0
Customer lists and relationships
Intangible assets:
Cost	67,129	65,861
Accumulated Amortization	(64,387)	(62,044)
Total	2,742	3,817
Capitalized software and patents
Intangible assets:
Cost	67,687	52,473
Accumulated Amortization	(48,215)	(33,934)
Total	19,472	18,539
Trade name
Intangible assets:
Cost	1,878	1,869
Accumulated Amortization	(1,878)	(1,869)
Total	$ 0	$ 0

Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Software License
Concentration Risk [Line Items]
Performance obligation period	90 days
Subscription Services
Concentration Risk [Line Items]
Performance obligation period	90 days
Professional Services
Concentration Risk [Line Items]
Performance obligation period	90 days
Transaction Services
Concentration Risk [Line Items]
Performance obligation period	90 days
Minimum
Concentration Risk [Line Items]
Customer contracts, term of contracts	3 years
Maximum
Concentration Risk [Line Items]
Customer contracts, term of contracts	5 years
Top Five Customers \| Customer Concentration Risk \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	96.60%	94.60%	92.40%

Revenue

12 Months Ended

Dec. 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.


	Year Ended December 31, 2023
	Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	149,901	$	790	$	1,191	$	151,882
APAC	5,078		—		—		5,078
EMEA	7,236		—		—		7,236
Total	$	162,215	$	790	$	1,191	$	164,196

Service Line:
Professional Services	$	18,004	$	—	$	(68)	$	17,936
Transaction Services	185		—		—		185
Subscription Services	143,430		790		1,259		145,479
License	596		—		—		596
Total	$	162,215	$	790	$	1,191	$	164,196


	Year Ended December 31, 2022
		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas		$	155,296	$	5,748	$	3,211	$	164,255
APAC		1,470		(28)		—		1,442
EMEA		6,565		1,494		—		8,059
Total		$	163,331	$	7,214	$	3,211	$	173,756

Service Line:
Professional Services		$	14,278	$	1,838	$	894	$	17,010
Transaction Services		858		31		—		889
Subscription Services		148,195		5,097		2,022		155,314
License		—		248		295		543
Total		$	163,331	$	7,214	$	3,211	$	173,756


	Year Ended December 31, 2021
	Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	158,283	$	18,279	$	1,659	$	178,221
APAC	485		186		—		671
EMEA	7,213		3,237		—		10,450
Total	$	165,981	$	21,702	$	1,659	$	189,342

Service Line:
Professional Services	$	15,131	$	6,709	$	1,385	$	23,225
Transaction Services	5,851		50		—		5,901
Subscription Services	142,636		14,943		274		157,853
License	2,363		—		—		2,363
Total	$	165,981	$	21,702	$	1,659	$	189,342

_____________________________

1 Includes revenue associated with DXP and Activation contracts divested in the prior period, as well as residual NetworkX contracts recognized in the current and prior periods.

2 Includes revenue recognized in the current and prior periods associated with residual Messaging contracts.

Trade Accounts Receivable and Contract balances

The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, the Company recognizes a receivable for revenues related to its time and materials and transaction or volume-based contracts. The Company presents such receivables in Trade accounts receivable, net in its consolidated statements of financial position at their net estimated realizable value. The Company maintains an allowance for 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 applicable factors.

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. For example, the Company would record a contract asset if it records revenue on a professional services engagement but are not entitled to bill until the Company achieves specified milestones. Contract asset balance at December 31, 2023 and 2022 was $1.2 million and $13.3 million, respectively.

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

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

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


	Contract Liabilities1
Balance - January 1, 2023	$	1,948
Revenue recognized in the period	(164,378)
Amounts billed but not initially recognized as revenue	163,525


Balance - December 31, 2023	$	1,095

_____________________________

1 Comprised of Deferred Revenue. $1.9 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Revenues recognized during the year ended December 31, 2023 for performance obligations satisfied or partially satisfied in previous periods were immaterial.

Contract acquisition costs

In connection with the adoption of Topic 606 and the related cost accounting guidance under Accounting Standards Codification (“ASC”) 340, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions and bonuses paid when contracts are signed. For contracts that have a duration of less than one year, the Company follows a Topic 606 practical expedient and expenses these costs over the estimated customer life, because it does not pay commissions upon renewals that are commensurate with the initial contract. During the years ended December 31, 2023, 2022 and 2021 the amounts of amortization were not material and there were no impairments in relation to costs capitalized.

Contract Fulfillment Costs

Under ASC 340-40, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of December 31, 2023 and 2022, the Company had $0.2 million and nil of capitalized contract fulfillment costs, respectively.

Transaction price allocated to the remaining performance obligations

Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 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 December 31, 2023, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $231.9 million, of which approximately 57.3% 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
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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Pay vs Performance Disclosure
Net income (loss) attributable to Synchronoss	$ (32,443)	$ (2,679)	$ (8,518)	$ (10,931)	$ (13,686)	$ 1,086	$ 7,921	$ (3,037)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Additional Financial Information

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Additional Financial Information

Other (expense) income, net

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


	Year Ended December 31,
	2023		2022		2021
Foreign exchange gains (losses)1	$	(5,131)	$	2,835	$	(5,839)
Government refunds2	—		828		450
Income from sale of intangible assets3	—		—		550

Other4	3		(110)		(77)
Total	$	(5,128)	$	3,553	$	(4,916)

_____________________________

1 Represents fair value of foreign exchange gains and losses.

2 Represents government and tax refunds.

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

4 Represents an aggregate of individually immaterial transactions

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ (1,114)	$ (1,159)	$ 6,443
State	(67)	(62)	(65)
Foreign	(821)	1,139	635
Deferred:
Federal	(2,747)	(26)	(26)
State	3	157	(21)
Foreign	3	10	1,821
Income tax (provision) benefit	$ (4,743)	$ 59	$ 8,787

- Definition

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

+ References + Details

Summary of Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Net revenues	$ 41,402	$ 39,790	$ 41,019	$ 41,985	$ 41,252	$ 39,570	$ 46,055	$ 46,879	$ 164,196	$ 173,756	$ 189,342
Net loss from continuing operations	(11,805)	(4,442)	(8,469)	(9,338)	(16,184)	1,210	8,874	(619)	(34,054)	(6,719)	(28,265)
Net (loss) income from discontinued operations, net of taxes	(20,638)	1,763	(49)	(1,593)	2,498	(124)	(953)	(2,418)	(20,517)	(997)	5,167
Net loss	(32,443)	(2,679)	(8,518)	(10,931)	(13,686)	1,086	7,921	(3,037)
Net loss attributable to Synchronoss	$ (35,001)	$ (5,171)	$ (10,979)	$ (13,391)	$ (15,927)	$ (1,278)	$ 5,327	$ (5,590)	$ (64,542)	$ (17,468)	$ (58,451)
Basic:
Net loss from continuing operations (in dollars per share)	$ (1.46)	$ (0.71)	$ (1.13)	$ (1.22)	$ (1.92)	$ (0.12)	$ 0.65	$ (0.33)	$ (4.52)	$ (1.71)	$ (8.79)
Net loss from discontinued operations (in dollars per share)	(2.10)	0.18	0	(0.17)	0.26	(0.01)	(0.10)	(0.26)	(2.10)	(0.10)	0.71
Basic (in dollars per share)	(3.56)	(0.53)	(1.13)	(1.39)	(1.66)	(0.13)	0.55	(0.59)	(6.62)	(1.81)	(8.08)
Diluted:
Net loss from continuing operations (in dollars per share)	(1.46)	(0.71)	(1.13)	(1.22)	(1.92)	(0.12)	0.63	(0.33)	(4.52)	(1.71)	(8.79)
Net loss from discontinued operations (in dollars per share)	(2.10)	0.18	0	(0.17)	0.26	(0.01)	(0.09)	(0.26)	(2.10)	(0.10)	0.71
Diluted (in dollars per share)	$ (3.56)	$ (0.53)	$ (1.13)	$ (1.39)	$ (1.66)	$ (0.13)	$ 0.54	$ (0.59)	$ (6.62)	$ (1.81)	$ (8.08)
Weighted-average common shares outstanding:
Basic (in shares)	9,822	9,809	9,685	9,653	9,606	9,600	9,680	9,541	9,745	9,626	7,235
Diluted (in shares)	9,822	9,809	9,685	9,653	9,606	9,600	9,917	9,541	9,745	9,626	7,235

Capital Structure (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Series A and B Preferred Stock

A summary of the Company’s Series B Preferred Stock balance at December 31, 2023 and changes during the year ended December 31, 2023 and 2022, are presented below:


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


Amortization of preferred stock issuance costs	—		143
Issuance of preferred PIK dividend	3		2,438



Redemption of Series B preferred shares	(7)		(6,738)
Balance at December 31, 2022	71		$	68,348


Amortization of preferred stock issuance costs	—		328




Redemption of Series B preferred shares	(10)		(9,874)
Balance at December 31, 20231	61		$	58,802

________________________________

1 Series B preferred stock net principal balance of $58.8 million is presented as gross principal balance of $60.8 million net of $2.0 million unamortized issuance costs.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2023

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

Schedule II - Valuation and Qualifying Accounts

December 31, 2023, 2022, 2021:


	Beginning Balance		Additions		Reductions		Ending Balance
	(In thousands)
Allowance for credit losses:
2023	$	51	$	61	$	(4)	$	108
2022	$	89	$	86	$	(124)	$	51
2021	$	118	$	467	$	(496)	$	89


	Beginning Balance		Additions		Reductions		Ending Balance
	(In thousands)
Valuation allowance for deferred tax assets:
2023	$	63,029	$	11,843	$	(10,807)	$	64,065
2022	$	68,933	$	542	$	(6,446)	$	63,029
2021	$	69,440	$	2,992	$	(3,499)	$	68,933

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consist of the following:


	December 31,
	2023		2022
Computer hardware	$	27,000	$	115,097
Computer software	17,021		25,492

Furniture and fixtures	2,434		4,027
Finance lease assets	2,085		1,440
Leasehold improvements	12,246		14,406
Property and equipment, gross	60,786		160,462
Less: Accumulated depreciation	(57,113)		(156,021)
Property and equipment, net	$	3,673	$	4,441

In fiscal 2023, the Company disposed of assets as part of the migration of hosting services for certain customers.

Depreciation expense was approximately $2.2 million, $2.9 million and $5.6 million for the year ended December 31, 2023, 2022, and 2021, respectively. Amortization of property and equipment recorded under capital leases are included in depreciation expense.

Summary of Significant Accounting Policies - Stock-Based Compensation (Details)	Dec. 31, 2023 compensation_plan
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of compensation plans	2

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Net revenues

$ 164,196

$ 173,756

$ 189,342

Costs and expenses:

Cost of revenues

^[1]

42,218

46,500

60,160

Research and development

46,565

49,598

59,811

Selling, general and administrative

65,216

61,153

74,219

Restructuring charges

4,013

1,443

3,684

Depreciation and amortization

16,830

14,756

17,231

Total costs and expenses

174,842

173,450

215,105

(Loss) income from operations

(10,646)

306

(25,763)

Interest income

426

453

Interest expense

(13,963)

(13,639)

(6,411)

Gain on sale of DXP

2,549

Other (expense) income, net

(5,128)

3,553

(4,916)

Loss from continuing operations, before taxes

(29,311)

(6,778)

(37,052)

(Provision) benefit for income taxes

(4,743)

8,787

Net loss from continuing operations

(34,054)

(6,719)

(28,265)

Discontinued operations (Note 4):

Net (loss) income from discontinued operations, before taxes

(2,200)

921

6,777

Loss on divestiture

(16,382)

(Provision) benefit for income taxes

(1,935)

(1,918)

(1,610)

Net loss

(20,517)

(997)

5,167

Net loss

(54,571)

(7,716)

(23,098)

Net income (loss) attributable to redeemable noncontrolling interests

(200)

156

Preferred stock dividend

(10,007)

(9,552)

(35,509)

Net loss attributable to Synchronoss

$ (64,542)

$ (17,468)

$ (58,451)

Basic:

Net loss from continuing operations (in dollars per share)

$ (4.52)

$ (1.71)

$ (8.79)

Net (loss) income from discontinued operations (in dollars per share)

(2.10)

(0.10)

0.71

Basic (in dollars per share)

(6.62)

(1.81)

(8.08)

Diluted:

Net loss from continuing operations (in dollars per share)

(4.52)

(1.71)

(8.79)

Net (loss) income from discontinued operations (in dollars per share)

(2.10)

(0.10)

0.71

Diluted (in dollars per share)

$ (6.62)

$ (1.81)

$ (8.08)

Weighted-average common shares outstanding:

Basic (in shares)

9,745

9,626

7,235

Diluted (in shares)

9,745

9,626

7,235

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

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Details of net operating loss carryforwards [Line Items]
(Provision) benefit for income taxes		$ (4,743)	$ 59	$ 8,787
Effective tax rate		(16.20%)	0.90%	23.70%
Net operating loss		$ 205,740
Tax credit carryforward, amount		400
Valuation allowance increase (decrease) amount		1,000	$ (5,900)
Cash refund for income taxes	$ (4,300)	(991)	(5,206)	$ (420)
Unrecognized tax benefits that would impact effective tax rate		3,800	3,900
Accrued interest		700	$ 400	$ 400
Federal
Details of net operating loss carryforwards [Line Items]
Net operating loss		20,300
Tax credit carryforward, amount		2,200
State
Details of net operating loss carryforwards [Line Items]
Net operating loss		148,900
Tax credit carryforward, amount		1,500
Foreign
Details of net operating loss carryforwards [Line Items]
Net operating loss		$ 36,500

Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net (loss) gain on foreign currency translations	$ (5,131)	$ 2,835	$ (5,839)

Debt - Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term Debt	$ 136,215	$ 134,584
Senior Notes Due June 30, 2026 \| Senior Notes
Debt Instrument [Line Items]
Long-term Debt	107,557	101,293
Senior Notes Due June 30, 2026 \| Senior Notes \| (Level 1)
Debt Instrument [Line Items]
Long-term Debt	0	0
Senior Notes Due June 30, 2026 \| Senior Notes \| (Level 2)
Debt Instrument [Line Items]
Long-term Debt	107,557	101,293
Senior Notes Due June 30, 2026 \| Senior Notes \| (Level 3)
Debt Instrument [Line Items]
Long-term Debt	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

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

+ References + Details

Goodwill and Intangibles (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table shows the adjustments to goodwill during 2023 and 2022:


	Goodwill
Balance at December 31, 2021	$	195,947


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

Translation adjustments	(6,121)
Balance at December 31, 2022	$	182,259




Translation adjustments	1,649
Balance at December 31, 2023	$	183,908

Schedule of Composition of Intangible Assets

The Company’s intangible assets consist of the following:


	December 31, 2023
	Cost		Accumulated Amortization		Net
Technology	$	52,545	$	(52,545)	$	—
Customer lists and relationships	67,129		(64,387)		2,742
Capitalized software and patents	67,687		(48,215)		19,472
Trade name	1,878		(1,878)		—
Total	$	189,239	$	(167,025)	$	22,214


	December 31, 2022
	Cost		Accumulated Amortization		Net
Technology	$	51,343	$	(51,343)	$	—
Customer lists and relationships	65,861		(62,044)		3,817
Capitalized software and patents	52,473		(33,934)		18,539
Trade name	1,869		(1,869)		—
Total	$	171,546	$	(149,190)	$	22,356

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

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


Year ending December 31,
2024	$	11,346
2025	4,480
2026	743
2027	17
2028	17
Thereafter	62
Total future amortization	16,665
Capitalized software costs in the development stage1	5,549
Total	$	22,214

_____________________________

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Legal Matters	12 Months Ended
Legal Matters	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	Legal Matters In the ordinary course of business, the Company is regularly subject to various claims, suits, regulatory inquiries and investigations. The Company records a liability for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable, and the loss can be reasonably estimated. Management has also identified certain other legal matters where they believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. In the third quarter of 2017, the SEC and Department of Justice (the “DoJ”) initiated investigations in connection with certain financial transactions that the Company effected in 2015 and 2016 and its disclosure of and accounting for such transactions, which the Company restated in the third quarter of 2018 in its restated annual and quarterly financial statements for 2015 and 2016. On June 7, 2022 the SEC approved the Offer of Settlement and filed an Order Instituting Cease-And-Desist Proceedings pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-And-Desist Order (the “SEC Order”). Pursuant to the terms of the SEC Order, the Company consented to pay a civil penalty in the amount of $12.5 million in equal quarterly installments over two years and to cease and desist from committing or causing any violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and the associated rules thereunder. 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. 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 for certain costs and expenses, including reasonable attorney’s fees. At this time it is not possible for us to estimate the amount, if any, of such indemnification obligations. On or about July 12, 2023, the Company filed a complaint in the Superior Court of the State of Delaware against iQmetrix Global Ltd. (“iQmetrix") for breach of the asset purchase and transition services agreements by and between the Company and iQmetrix as a result of iQmetrix’s failure to pay amounts due under those agreements in excess of $1,200,000. On September 11, 2023, iQmetrix filed its “Answer Defenses and Counterclaims” against the Company, claiming the Company breached the asset purchase, transition services and software license agreements, committed fraud and breached the implied covenant of good faith and fair dealing entitling iQmetrix to an amount to be determined at trial. On October 10, 2023, the Company filed its “Answer to Defendant’s Counterclaims” denying all counts asserted by iQmetrix and asserting certain affirmative defenses thereto. The Company believes that the counterclaims are without merit, and the Company intends to defend all such counterclaims. 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. 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.

Earnings per Common Share (“EPS”)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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.


	Year Ended December 31,
		2023		2022		2021
Numerator - Basic:
Net loss from continuing operations		$	(34,054)	$	(6,719)	$	(28,265)
Net income (loss) attributable to redeemable noncontrolling interests		36		(200)		156
Preferred stock dividend		(10,007)		(9,552)		(35,509)
Net loss attributable to Synchronoss from continuing operations		(44,025)		(16,471)		(63,618)

Net (loss) income from discontinued operations, net of taxes		(20,517)		(997)		5,167
Net loss attributable to Synchronoss		$	(64,542)	$	(17,468)	$	(58,451)

Numerator - Diluted:
Net loss attributable to Synchronoss from continuing operations		$	(44,025)	$	(16,471)	$	(63,618)



Net (loss) income from discontinued operations, net of taxes		(20,517)		(997)		5,167
Net loss attributable to Synchronoss		$	(64,542)	$	(17,468)	$	(58,451)

Denominator:
Weighted average common shares outstanding — basic		9,745		9,626		7,235





Weighted average common shares outstanding — diluted		9,745		9,626		7,235

Earnings (loss) per share:
Basic EPS:
Net loss from continuing operations		$	(4.52)	$	(1.71)	$	(8.79)
Net (loss) income from discontinued operations		$	(2.10)	$	(0.10)	$	0.71
Basic EPS		$	(6.62)	$	(1.81)	$	(8.08)
Diluted EPS:
Net loss from continuing operations		$	(4.52)	$	(1.71)	$	(8.79)
Net (loss) income from discontinued operations		$	(2.10)	$	(0.10)	$	0.71
Diluted EPS		$	(6.62)	$	(1.81)	$	(8.08)

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Operating activities:

Net (loss) income from continuing operations

$ (34,054)

$ (6,719)

$ (28,265)

Net (loss) income from discontinued operations, net of taxes

(20,517)

(997)

5,167

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

Depreciation and amortization

27,347

31,753

34,760

Impairment of long-lived assets and capitalized software

1,305

Amortization of debt issuance costs

1,534

1,391

624

Loss on disposals of fixed assets

126

263

Gain on sale of DXP business

(2,549)

Loss on divestiture

16,382

Gain on disposals of intangible assets

(550)

Amortization of debt discount

Deferred income taxes

2,741

(164)

463

Stock-based compensation

5,153

5,461

9,343

Contingent consideration obligation

1,483

3,638

STIN Note receivable impairment

4,834

Operating lease impairment, net

1,918

175

1,353

Changes in operating assets and liabilities:

Accounts receivable, net

14,237

(748)

Prepaid expenses and other current assets

(473)

6,954

(4,394)

Accounts payable

(5,353)

3,024

(2,031)

Accrued expenses

(5,208)

(8,430)

3,468

Deferred revenues

6,384

(8,312)

(21,972)

Other liabilities

2,297

(8,094)

6,150

Net cash provided by operating activities

18,829

17,359

4,945

Investing activities:

Purchases of fixed assets

(1,302)

(1,408)

(1,521)

Additions to capitalized software

(18,572)

(19,758)

(22,972)

Proceeds from the sale of intangibles

550

Proceeds from the divestiture, net

23,674

Proceeds from Sale of Business

8,000

Net cash provided by (used in) investing activities

3,800

(13,166)

(23,943)

Financing activities:

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

(8)

(1)

Taxes paid on withholding shares

(249)

(83)

(1)

Debt issuance costs related to long term debt

(8,606)

Proceeds from issuance of long term debt

141,077

Drawdown on A/R Facility

12,000

Repayment of A/R Facility and Revolving Credit Facility

(12,000)

(10,000)

Proceeds from issuance of common stock

110,000

Proceeds from issuance of Series B Preferred stock

75,000

Net cash (used in) provided by financing activities

(19,979)

(13,276)

16,188

Effect of exchange rate changes on cash

(500)

643

Net increase (decrease) in cash and cash equivalents

2,651

(9,583)

(2,167)

Beginning cash and cash equivalents from continuing operations

18,310

29,336

31,679

Beginning cash and cash equivalents from discontinued operations

3,611

2,168

1,992

Beginning cash and cash equivalents

21,921

31,504

33,671

Ending cash and cash equivalents from continuing operations

24,572

18,310

29,336

Ending cash and cash equivalents from discontinued operations

3,611

2,168

Ending cash and cash equivalents

24,572

21,921

31,504

Supplemental disclosures of cash flow information:

Cash paid for income taxes

3,399

4,562

3,449

Cash refund for income taxes

991

5,206

420

Cash paid for interest

11,894

11,822

3,657

Series B Preferred Stock

Financing activities:

Stock issuance costs

(2,495)

Preferred dividend paid in cash

(9,848)

(6,455)

(1,781)

Redemption of Preferred stock

(9,874)

(6,738)

Supplemental disclosures of non-cash investing and financing activities:

Paid in kind dividends on Preferred stock

328

2,581

Series A Preferred Stock

Financing activities:

Redemption of Preferred stock

(278,665)

Supplemental disclosures of non-cash investing and financing activities:

Paid in kind dividends on Preferred stock

^[1]

31,277

Common Stock

Financing activities:

Stock issuance costs

$ 0

$ (8,340)

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

Additional Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
FX gains (losses)	$ (5,131)	$ 2,835	$ (5,839)
Government refunds	0	828	450
Income from sale of intangible assets	0	0	550
Others	3	(110)	(77)
Total	$ (5,128)	$ 3,553	$ (4,916)

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit losses:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 51	$ 89	$ 118
Additions	61	86	467
Reductions	(4)	(124)	(496)
Ending Balance	108	51	89
Valuation allowance for deferred tax assets:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	63,029	68,933	69,440
Additions	11,843	542	2,992
Reductions	(10,807)	(6,446)	(3,499)
Ending Balance	$ 64,065	$ 63,029	$ 68,933

Summary of Significant Accounting Policies - Segment and Geographic Information (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment									1
Number of reportable segments \| segment									1
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 41,402	$ 39,790	$ 41,019	$ 41,985	$ 41,252	$ 39,570	$ 46,055	$ 46,879	$ 164,196	$ 173,756	$ 189,342
Total property and equipment, net	3,673				4,441				3,673	4,441
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									151,882	164,255	178,221
Total property and equipment, net	2,570				2,996				2,570	2,996
Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue									12,314	9,501	$ 11,121
Total property and equipment, net	$ 1,103				$ 1,445				$ 1,103	$ 1,445

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Commitments

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments

Non-cancelable agreements

The Company has various non-cancelable arrangements such as services for hosting, support, and software that expire at various dates, with the latest expiration in 2026.

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


Year	Non-cancelable agreements
2024	$	17,729
2025	12,559
2026	797

Total	$	31,085

Debt - Carrying Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Unamortized discount and debt issuance cost	$ (4,862)	$ (6,493)
Carrying value of Senior Notes	136,215	134,584
Senior Notes Due June 30, 2026 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, as a percent			8.375%
2021 Non-convertible 8.375% Senior Notes due 2026	141,077	141,077
Carrying value of Senior Notes	$ 107,557	$ 101,293

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

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

+ References + Details

Earnings per Common Share (“EPS”) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (11,805)	$ (4,442)	$ (8,469)	$ (9,338)	$ (16,184)	$ 1,210	$ 8,874	$ (619)	$ (34,054)	$ (6,719)	$ (28,265)
Net income (loss) attributable to redeemable noncontrolling interests									36	(200)	156
Preferred stock dividend									(10,007)	(9,552)	(35,509)
Net loss attributable to Synchronoss from continuing operations									(44,025)	(16,471)	(63,618)
Net (loss) income from discontinued operations, net of taxes									(20,517)	(997)	5,167
Net loss attributable to Synchronoss from continuing operations									(44,025)	(16,471)	(63,618)
Net loss attributable to Synchronoss	$ (35,001)	$ (5,171)	$ (10,979)	$ (13,391)	$ (15,927)	$ (1,278)	$ 5,327	$ (5,590)	$ (64,542)	$ (17,468)	$ (58,451)
Denominator:
Weighted average common shares outstanding - basic (in shares)	9,822	9,809	9,685	9,653	9,606	9,600	9,680	9,541	9,745	9,626	7,235
Diluted (in shares)	9,822	9,809	9,685	9,653	9,606	9,600	9,917	9,541	9,745	9,626	7,235
Basic:
Net income (loss) from Continuing operations (in dollars per share)	$ (1.46)	$ (0.71)	$ (1.13)	$ (1.22)	$ (1.92)	$ (0.12)	$ 0.65	$ (0.33)	$ (4.52)	$ (1.71)	$ (8.79)
Net income (loss) from Discontinued operations (in dollars per share)	(2.10)	0.18	0	(0.17)	0.26	(0.01)	(0.10)	(0.26)	(2.10)	(0.10)	0.71
Basic (in dollars per share)	(3.56)	(0.53)	(1.13)	(1.39)	(1.66)	(0.13)	0.55	(0.59)	(6.62)	(1.81)	(8.08)
Diluted:
Net income (loss) from Continuing operations (in dollars per share)	(1.46)	(0.71)	(1.13)	(1.22)	(1.92)	(0.12)	0.63	(0.33)	(4.52)	(1.71)	(8.79)
Net income (loss) from Discontinued operations (in dollars per share)	(2.10)	0.18	0	(0.17)	0.26	(0.01)	(0.09)	(0.26)	(2.10)	(0.10)	0.71
Diluted (in dollars per share)	$ (3.56)	$ (0.53)	$ (1.13)	$ (1.39)	$ (1.66)	$ (0.13)	$ 0.54	$ (0.59)	$ (6.62)	$ (1.81)	$ (8.08)

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Offering of 2021 Senior Notes due 2026

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

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

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

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

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

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

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

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

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


	December 31,
Senior Notes	2023		2022
2021 Non-convertible 8.375% Senior Notes due 2026	$	141,077	$	141,077
Unamortized discount and debt issuance cost	(4,862)		(6,493)
Carrying value of Senior Notes	$	136,215	$	134,584

________________________________

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

Fair value of Debt

The fair value of the 2021 Non-Convertible Senior Notes due 2026 was determined based on the closing trading price of the Senior Notes as of December 31, 2023 and is categorized accordingly as Level 2 in the fair value hierarchy. The Company is in compliance with its debt covenants as of December 31, 2023.


			Fair Value
Senior Notes	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total
Balance at December 31, 2022	$	134,584	$	—	$	101,293	$	—	$	101,293
Balance at December 31, 2023	$	136,215	$	—	$	107,557	$	—	$	107,557

2019 Revolving Credit Facility

On October 4, 2019, the Company entered into a Credit Agreement with Citizens Bank, N.A., for a $10.0 million Revolving Credit Facility. Borrowings under the Revolving Credit Facility bore interest at a rate equal to, at the Company’s option, either (1) the arithmetic average of the LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period (one, three or six months (or 12 months if agreed to by all applicable Lenders)) as selected by the Company relevant to such borrowing plus the applicable margin, or (2) a base rate determined by reference to the greatest of the federal funds rate plus 0.5%, the prime commercial lending rate as determined by the Agent, and the daily LIBOR rate plus 1.0%, in each case plus an applicable margin and subject to a floor of 0.0%.

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

Interest expense

The following table summarizes the Company’s interest expense:


	Year Ended December 31,
		2023		2022		2021
2021 Non-Convertible 8.375% Senior Notes due 2026:
Amortization of debt issuance costs		$	1,534	$	1,391	$	625
Interest on borrowings		11,816		11,815		5,458
Amortization of debt discount		97		88		9
2019 Revolving Credit Facility:
Amortization of debt issuance costs		—		—		84

Interest on borrowings		—		—		126

Other1		516		345		109
Total		$	13,963	$	13,639	$	6,411

________________________________

1 Includes interest on uncertain tax provisions.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Leases

12 Months Ended

Dec. 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.

Assets under operating leases are included in Operating lease right-of-use assets, with the related short term liabilities included in Accrued expenses and long term portion included in Leases, non-current on the Consolidated Balance Sheets.

Assets under finance leases are included in Property, plant and equipment, net, with the related short term liabilities included in Accrued Expenses and long term portion in Leases, non-current on the Consolidated Balance Sheets.

Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms.

The following table presents information about the Company's ROU assets and lease liabilities:


	December 31,
	2023		2022
Operating lease assets:
Non-current operating lease ROU assets	$	14,791	$	20,106
Finance lease assets:
Equipment, net	1,094		858



Operating lease liabilities:
Lease liabilities, current1	5,838		5,202
Lease liabilities, non-current	23,037		28,729
Total operating lease liabilities	$	28,875	$	33,931

Finance lease liabilities:
Lease liabilities, current1	562		454
Lease liabilities, non-current	556		416
Total finance lease liabilities	$	1,118	$	870

________________________________

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

The following table provides a roll-forward of the operating lease ROU assets:


	ROU Assets
Balance at December 31, 2021	$	24,428

ROU assets amortization	(3,561)
ROU assets impairment	(169)
Foreign exchange	(592)
Balance at December 31, 2022	$	20,106

ROU assets amortization	(3,473)
ROU assets impairment	(1,918)
Foreign exchange	76
Balance at December 31, 2023	$	14,791

The following table provides a roll-forward of the operating lease liabilities:


	Operating Lease Liabilities
Balance at December 31, 2021	$	40,112

Interest expense	$	2,888
Cash payments	(7,876)
Remeasurement	(443)
Foreign exchange and Other	(750)
Balance at December 31, 2022	$	33,931

Interest expense	2,490
Cash payments	(7,717)

Foreign exchange and Other	171
Balance at December 31, 2023	$	28,875

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


	Year Ended December 31,
	2023		2022		2021
Finance lease cost:
Interest expense	$	77	$	59	$	33
Depreciation expense	562		378		201

Operating lease cost1	5,961		6,485		7,504
Other lease costs and income:
Variable lease costs1	1,131		1,141		652
Operating lease impairments (remeasurements), net	1,918		(274)		731
Sublease income1	(3,555)		(2,767)		(3,146)

Total net lease cost	$	6,094	$	5,022	$	5,975

_____________________________

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

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


	Operating Leases		Finance Leases
2024	$	7,970	$	616
2025	7,805		436
2026	7,875		169
2027	6,279		—
2028	4,276		—

Total future lease payments	34,205		1,221
Less: amount representing interest	(5,330)		(103)
Present value of future lease payments (lease liability)	$	28,875	$	1,118

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


	Year Ended December 31,
	2023		2022		2021
Weighted-average remaining lease term (years), weighted based on lease liability balances
Finance Leases	2.19		2.23		2.91

Operating Leases	4.40		5.38		6.25

Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance Leases	9.3	%	7.4	%	6.3	%
Operating Leases	8.0	%	8.0	%	8.3	%

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities:


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Finance Leases	$	641	$	424	$	231
Operating Leases	$	7,717	$	7,876	$	10,704

Lease liabilities arising from obtaining right-of-use assets:
Finance Leases	$	787	$	387	$	813
Operating Leases	$	—	$	—	$	137

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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Allowance for Credit Losses (Details) $ in Thousands	12 Months Ended
Allowance for Credit Losses (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 51
Current period change for expected credit losses	57
Ending balance	$ 108

Accounts Receivable Securitization Facility (Details) - USD ($)		12 Months Ended
	Jun. 23, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Noncurrent, Past Due [Line Items]
Proceeds from accounts receivable facility		$ 12,000,000	$ 0	$ 0
Accounts Receivable Securitization Facility
Accounts Receivable, Noncurrent, Past Due [Line Items]
Accounts receivable from securitization	$ 15,000,000
Borrowing capacity	$ 15,000,000
Commitment fee percentage	0.85%
Proceeds from accounts receivable facility		12,000,000
Remaining borrowing capacity		5,600,000
Accounts Receivable Securitization Facility \| SN Technologies
Accounts Receivable, Noncurrent, Past Due [Line Items]
Accounts receivable from securitization		$ 8,500,000
Hanover Rate \| Accounts Receivable Securitization Facility
Accounts Receivable, Noncurrent, Past Due [Line Items]
Basis spread on variable rate (as a percent)	2.35%

Goodwill and Intangibles - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2023
Intangible assets
Goodwill impairment	$ 0	$ 0	$ 0
Goodwill	183,908,000	182,259,000	195,947,000
Amortization expense	$ 14,600,000	$ 11,900,000	$ 11,500,000
Messaging and NetworkX Businesses
Intangible assets
Goodwill				$ 28,600,000

- Definition

+ References + Details

Divestitures and Discontinued Operations - Schedule of Assets and Liabilities Discontinued Operations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets of discontinued operations:
Cash and cash equivalents	$ 0	$ 3,611	$ 2,168	$ 1,992
Total current assets	0	22,294
Non-current assets of discontinued operations:
Total non-current assets of discontinued operations	0	54,736
Current liabilities of discontinued operations:
Total current liabilities of discontinued operations	0	24,221
Total non-current liabilities of discontinued operations	0	2,054
Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Current assets of discontinued operations:
Cash and cash equivalents	0	3,611
Accounts receivable, net	0	15,339
Prepaid & other current assets	0	3,344
Total current assets	0	22,294
Non-current assets of discontinued operations:
Property and equipment, net	0	141
Operating lease right-of-use assets	0	757
Goodwill	0	28,630
Intangible assets, net	0	25,180
Other assets, non-current	0	28
Total non-current assets of discontinued operations	0	54,736
Total assets of discontinued operations	0	77,030
Current liabilities of discontinued operations:
Accounts payable	0	4,509
Accrued expenses	0	7,802
Deferred revenues, current	0	11,910
Total current liabilities of discontinued operations	0	24,221
Deferred revenues, non-current	0	324
Leases, non-current	0	493
Other non-current liabilities	0	1,237
Total non-current liabilities of discontinued operations	0	2,054
Total liabilities of discontinued operations	$ 0	$ 26,275

Stock Plans - Plan Information (Details) $ in Millions	Dec. 31, 2023 USD ($) shares
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	4,688,576
Number of shares available for grant (in shares)	700,000
Liability, accrued expenses, non-vested \| $	$ 0.4
2017 New Hire Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	229,635
Number of shares available for grant (in shares)	100,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 13, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40574
Entity Registrant Name	SYNCHRONOSS TECHNOLOGIES, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1594540
Entity Address, Address Line One	200 Crossing Boulevard
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Bridgewater
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08807
City Area Code	866
Local Phone Number	620-3940
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 71.1
Entity Common Stock, Shares Outstanding (in shares)		10,311,380
Documents Incorporated by Reference	Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the Registrant’s definitive Proxy Statement for its 2024 Annual Meeting of Stockholders (the “Proxy Statement”), which is to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant’s fiscal year ended December 31, 2023. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10‑K.
Entity Central Index Key	0001131554
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.0001 par value
Trading Symbol	SNCR
Security Exchange Name	NASDAQ
8.375% Senior Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	8.375% Senior Notes due 2026
Trading Symbol	SNCRL
Security Exchange Name	NASDAQ

Divestitures and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The following tables set forth details of net income from discontinued operations for the years ended December 31, 2023, 2022 and 2021, related to Messaging and NetworkX Businesses sale.


	Year Ended December 31,
		2023		2022		2021

Net revenues		$	55,409	$	78,872	$	91,273
Costs and expenses:
Cost of revenues1		29,979		45,202		48,890
Research and development		5,967		6,022		4,526
Selling, general and administrative		11,061		9,173		10,772
Restructuring charges		3		462		1,505
Depreciation and amortization		10,518		16,997		18,834
Total costs and expenses		57,528		77,856		84,527
(Loss) income from operations		(2,119)		1,016		6,746
Interest income		8		12		1
Interest expense		—		(1)		(9)

Other (expense) income, net		(89)		(106)		39

(Loss) income from operations, before taxes		(2,200)		921		6,777
Loss on divestiture		(16,382)		—		—
Provision for income taxes		(1,935)		(1,918)		(1,610)
Net loss		$	(20,517)	$	(997)	$	5,167

_____________________________

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

There were no assets and liabilities related to discontinued operations as of December 31, 2023, as all balances were transferred to Lumine Group upon sale. The following table presents the major classes of assets and liabilities of our discontinued operations related to Messaging and NetworkX Businesses sale.


	December 31,
	2023		2022


Current assets of discontinued operations:
Cash and cash equivalents	$	—	$	3,611


Accounts receivable, net	—		15,339
Prepaid & other current assets	—		3,344



Total current assets of discontinued operations	—		22,294
Non-current assets of discontinued operations:

Property and equipment, net	—		141
Operating lease right-of-use assets	—		757
Goodwill	—		28,630
Intangible assets, net	—		25,180


Other assets, non-current	—		28



Total non-current assets of discontinued operations	—		54,736
Total assets of discontinued operations	$	—	$	77,030

Current liabilities of discontinued operations:
Accounts payable	$	—	$	4,509
Accrued expenses	—		7,802
Deferred revenues, current	—		11,910




Total current liabilities of discontinued operations	—		24,221

Non-current liabilities of discontinued operations:



Deferred revenues, non-current	—		324

Leases, non-current	—		493
Other non-current liabilities	—		1,237
Total non-current liabilities of discontinued operations	—		2,054
Total liabilities of discontinued operations	$	—	$	26,275

The following table summarizes the significant non-cash items and capital expenditures of the discontinued operations that are included in the consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023		2022		2021
Operating activities:
Depreciation and amortization	$	10,517	$	16,997	$	18,834
Stock-based compensation	763		997		1,744
Loss on divestiture	16,382		—		—

Investing activities:
Additions to capitalized software	$	(4,497)	$	(5,809)	$	(11,188)
Proceeds from divestiture1	23,674		—		—

_____________________________

1 The Company received $31.3 million in cash proceeds from the sale of the Messaging and NetworkX, which was offset by $0.4 million of assumed transaction expenses and $7.2 million of operating cash on the divested entities. Total consideration for the sale also included $1.5 million of estimated deferred consideration, in addition to the cash received.

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 24,572	$ 18,310
Accounts receivable, net	23,477	31,685
Prepaid & other current assets	33,953	32,998
Assets of discontinued operations, current (Note 4)	0	22,294
Total current assets	82,002	105,287
Non-current assets:
Property and equipment, net	3,673	4,441
Operating lease right-of-use assets	14,791	20,106
Goodwill	183,908	182,259
Intangible assets, net	22,214	22,356
Note receivable	0	4,834
Other assets, non-current	3,749	4,053
Assets of discontinued operations, non-current (Note 4)	0	54,736
Total non-current assets	228,335	292,785
Total assets	310,337	398,072
Current liabilities:
Accounts payable	7,475	9,700
Accrued expenses	39,127	44,314
Deferred revenues, current	1,095	1,948
Liabilities of discontinued operations, current (Note 4)	0	24,221
Total current liabilities	47,697	80,183
Long-term debt, net of debt issuance costs	136,215	134,584
Deferred tax liabilities	3,207	466
Leases, non-current	23,593	29,145
Other liabilities, non-current	1,691	2,695
Liabilities of discontinued operations, non-current (Note 4)	0	2,054
Total liabilities	212,403	249,127
Commitments and contingencies:
Redeemable noncontrolling interest	12,500	12,500
Stockholders’ equity:
Common stock, $0.0001 par value; 16,667 and 16,667 shares authorized, 10,314 and 10,137 shares issued; 10,314 and 10,137 outstanding at December 31, 2023 and December 31, 2022, respectively	1	1
Additional paid-in capital	483,527	488,856
Accumulated other comprehensive loss	(25,732)	(44,131)
Accumulated deficit	(431,164)	(376,629)
Total stockholders’ equity	26,632	68,097
Total liabilities and stockholders’ equity	310,337	398,072
Series B Preferred Stock
Current liabilities:
Series B Non-Convertible Perpetual Preferred Stock, $0.0001 par value; 150 and 150 shares authorized, 61 and 71 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	$ 58,802	$ 68,348

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Operating/Financing Assets and Liabilities

The following table presents information about the Company's ROU assets and lease liabilities:


	December 31,
	2023		2022
Operating lease assets:
Non-current operating lease ROU assets	$	14,791	$	20,106
Finance lease assets:
Equipment, net	1,094		858



Operating lease liabilities:
Lease liabilities, current1	5,838		5,202
Lease liabilities, non-current	23,037		28,729
Total operating lease liabilities	$	28,875	$	33,931

Finance lease liabilities:
Lease liabilities, current1	562		454
Lease liabilities, non-current	556		416
Total finance lease liabilities	$	1,118	$	870

________________________________

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

Schedule of Right of Use Asset

The following table provides a roll-forward of the operating lease ROU assets:


	ROU Assets
Balance at December 31, 2021	$	24,428

ROU assets amortization	(3,561)
ROU assets impairment	(169)
Foreign exchange	(592)
Balance at December 31, 2022	$	20,106

ROU assets amortization	(3,473)
ROU assets impairment	(1,918)
Foreign exchange	76
Balance at December 31, 2023	$	14,791

Schedule of Operating Lease Liabilities

The following table provides a roll-forward of the operating lease liabilities:


	Operating Lease Liabilities
Balance at December 31, 2021	$	40,112

Interest expense	$	2,888
Cash payments	(7,876)
Remeasurement	(443)
Foreign exchange and Other	(750)
Balance at December 31, 2022	$	33,931

Interest expense	2,490
Cash payments	(7,717)

Foreign exchange and Other	171
Balance at December 31, 2023	$	28,875

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

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


	Year Ended December 31,
	2023		2022		2021
Finance lease cost:
Interest expense	$	77	$	59	$	33
Depreciation expense	562		378		201

Operating lease cost1	5,961		6,485		7,504
Other lease costs and income:
Variable lease costs1	1,131		1,141		652
Operating lease impairments (remeasurements), net	1,918		(274)		731
Sublease income1	(3,555)		(2,767)		(3,146)

Total net lease cost	$	6,094	$	5,022	$	5,975

_____________________________

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


	Year Ended December 31,
	2023		2022		2021
Weighted-average remaining lease term (years), weighted based on lease liability balances
Finance Leases	2.19		2.23		2.91

Operating Leases	4.40		5.38		6.25

Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance Leases	9.3	%	7.4	%	6.3	%
Operating Leases	8.0	%	8.0	%	8.3	%

The following table provides certain cash flow and supplemental noncash information related to the Company’s lease liabilities:


	Year Ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Finance Leases	$	641	$	424	$	231
Operating Leases	$	7,717	$	7,876	$	10,704

Lease liabilities arising from obtaining right-of-use assets:
Finance Leases	$	787	$	387	$	813
Operating Leases	$	—	$	—	$	137

Schedule of Maturities of Operating Lease Liabilities


	Operating Leases		Finance Leases
2024	$	7,970	$	616
2025	7,805		436
2026	7,875		169
2027	6,279		—
2028	4,276		—

Total future lease payments	34,205		1,221
Less: amount representing interest	(5,330)		(103)
Present value of future lease payments (lease liability)	$	28,875	$	1,118

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	16,666,667	16,667,000
Common stock, shares issued (in shares)	10,314,000	10,137,000
Common stock, shares outstanding (in shares)	10,314,000	10,137,000
Preferred Stock
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Series B Preferred Stock
Preferred stock, shares authorized (in shares)	150,000
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)	61,000	71,000
Preferred stock, shares outstanding (in shares)	61,000	71,000

Restructuring - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring accrual and changes
Restructuring charges	$ 4,013	$ 1,443	$ 3,684
Accrued expenses
Restructuring accrual and changes
Restructuring charges	2,100
Other Noncurrent Liabilities
Restructuring accrual and changes
Restructuring charges	$ 300

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy
Cash and cash equivalents, fair value	$ 24,600,000	$ 18,300,000
(Level 1)
Summary of assets and liabilities held by the Company and their related classifications under the fair value hierarchy
Money market accounts	$ 12,500,000	$ 0

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finance Lease Cost [Abstract]
Interest expense	$ 77	$ 59	$ 33
Depreciation expense	562	378	201
Operating lease cost	5,961	6,485	7,504
Other lease costs and income:
Variable lease costs	1,131	1,141	652
Operating lease impairments (remeasurements), net	1,918	(274)	731
Sublease income	(3,555)	(2,767)	(3,146)
Total net lease cost	$ 6,094	$ 5,022	$ 5,975

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income before Income Taxes

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


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(48,967)	$	(34,752)	$	(53,746)
Foreign	19,656		27,974		16,694
Total	$	(29,311)	$	(6,778)	$	(37,052)

Schedule of Components of Income Tax (Expense) Benefit

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


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	(1,114)	$	(1,159)	$	6,443
State	(67)		(62)		(65)
Foreign	(821)		1,139		635
Deferred:
Federal	(2,747)		(26)		(26)
State	3		157		(21)
Foreign	3		10		1,821
Income tax (provision) benefit	$	(4,743)	$	59	$	8,787

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

Reconciliations of the statutory tax rates and the effective tax rates from continuing operations for the years ended December 31, 2023, 2022 and 2021 are as follows:


	Year Ended December 31,
	2023		2022		2021
Statutory rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	(0.2)	%	0.8	%	(0.3)	%
Effect of rates different than statutory	4.2	%	30.2	%	3.9	%
Minority interest	—	%	0.6	%	(0.1)	%

Stock based compensation	(1.9)	%	(14.5)	%	(4.1)	%
Foreign basis differences	5.0	%	16.1	%	5.4	%
Regulatory matters	—	%	—	%	(7.1)	%
Other permanent adjustments	(3.3)	%	(3.3)	%	(2.2)	%
Withholding tax	(2.8)	%	—	%	—	%
Federal and foreign tax credits	0.6	%	1.6	%	0.3	%
Change in valuation allowance	4.8	%	89.2	%	9.0	%
Uncertain tax positions	0.1	%	(2.3)	%	(3.5)	%
Other	—	%	(0.1)	%	(0.4)	%
Divestiture of assets	—	%	(17.6)	%	—	%
Global intangible low-taxed income	(20.5)	%	(131.3)	%	(9.8)	%

NOL carryback and other refund claims	—	%	—	%	11.6	%
Deferred tax adjustments	(1.1)	%	2.2	%	—	%
Return to provision	(1.2)	%	8.3	%	—	%
ABP 23 liability	(20.9)	%	—	%	—	%
Effective tax rate	(16.2)	%	0.9	%	23.7	%

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


	As of December 31,
	2023		2022
Deferred tax assets:
Accrued liabilities	$	486	$	935
Deferred revenue	—		824
Bad debts reserve	3,163		2,219
Deferred compensation	4,150		4,164
Federal net operating loss carry forwards	4,271		4,871
State net operating loss carry forwards	8,641		8,771
Foreign net operating loss carry forwards	4,999		7,030
Lease obligations	5,706		6,509
Capital loss carry forwards	7,633		5,449
Intangible assets	1,470		2,392
Basis difference	6,372		6,454
Credits	3,331		7,815
Fixed assets	639		732
Interest limitation	1,088		32
Capitalization of research expenses	21,805		12,155
Other	33		233
Total deferred tax assets	$	73,787	$	70,585

Deferred tax liabilities:
Unrepatriated Earnings	$	(6,604)	$	—
Basis difference	(2,078)		(2,880)
Depreciation and amortization	(666)		(709)
Prepaids	(323)		(466)
Lease assets	(2,524)		(3,470)
Other	(734)		(497)
Total deferred tax liabilities	(12,929)		(8,022)
Less: valuation allowance	(64,065)		(63,029)
Net deferred income tax (liabilities) assets	$	(3,207)	$	(466)

Schedule of Net Operating Loss Carryforwards

Such NOL carryforwards expire as follows:


Year	NOL carryforward
2024	$	—
2025	445
2026-2041	169,612
Indefinite	35,683
Total	$	205,740

Schedule of Unrecognized Tax Benefits

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


	Unrecognized tax benefits
Balance at December 31, 2020	$	3,283


Decrease related to lapse of Statute of Limitations	(827)

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


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

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


Decrease related to lapse of Statute of Limitations	(64)


Balance at December 31, 2023	$	4,373

Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Credit Loss [Abstract]
Accounts receivable, net	$ 23,477	$ 31,685
Allowance for credit loss	$ 100

Divestitures and Discontinued Operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Divestitures and Discontinued Operations

Discontinued Operations

Messaging and NetworkX Businesses Sale

On October 31, 2023 (the “Closing Date”), Synchronoss Technologies, Inc. and certain of its affiliated entities (such entities, together with the Company, the “Company Group”) entered into an Asset Purchase Agreement (the “Agreement”) with Lumine Group Software Solutions (Ireland) Limited, a private limited company incorporated under the laws of Ireland, Lumine Group UK Holdco Ltd, Incognito Software Systems Inc., Lumine Group US Holdco, Inc., Lumine Group Australia Holdco Pty Ltd, Openwave Messaging (Ireland) Limited, Razersight Software Solutions Ireland Limited, Spatial Software Solutions Ireland Limited, Razorsight Software Solutions US Inc., and Openwave Messaging US Inc. (such entities, the “Buyer”), pursuant to which the Company Group sold its Messaging and NetworkX businesses (the “Messaging and NetworkX Businesses”) to Buyer (the “Transaction”) for a total purchase price of up to $41,800,000 (the “Purchase Price”), and Buyer assumed certain liabilities of the Messaging and Digital Businesses. Lumine Group Inc., the parent entity of Lumine Group Software Solutions (Ireland) Limited, guaranteed certain obligations of Buyer under the Agreement pursuant to a separate Limited Guaranty, by and between Lumine Group Inc. and the Company, dated as of the date of the Agreement. The Purchase Price, which is subject to set-off rights in certain circumstances and certain adjustments, is payable as follows: (i) $31,300,000 (as adjusted) was paid in cash to the Company on the Closing Date, (ii) an additional $7,200,000 was deposited by Buyer into an escrow account on the Closing Date (which amount will remain in escrow until reconciliation of a net tangible asset adjustment), with any amounts in such escrow account to be released from escrow to either Buyer or the Company, based on whether such reconciliation indicates a deficit or a surplus in net tangible assets relative to a negotiated target amount, following such reconciliation process, which could take in excess of 150 days following the Closing Date for the initial portion of the net tangible asset reconciliation and 300 days or more following the Closing Date for reconciliation of certain specified assets to be completed, (iii) an additional

$300,000 in cash (which amount was not deposited into an escrow account) may become payable to the Company in accordance with the terms of the Agreement in the event that the voluntary disclosure process with respect to certain sales tax matters related to the Messaging and NetworkX Businesses are resolved by the Company within 9 months following the Closing Date, and (iv) an additional amount of up to $3,000,000 in cash (which amount was not deposited into an escrow account) may become payable to the Company as an earn-out based on the achievement of specified gross revenue targets for the Messaging and NetworkX Businesses in fiscal year 2023. Pursuant to the Certificate of Designations of the Series B Perpetual Non-Convertible Preferred Stock, on November 3, 2023 the Company redeemed 9,874 shares of its outstanding Series B Preferred Stock by using $10,000,000 of the Purchase Price, of which $9.9 million was related to principal and $0.1 million was related to accrued dividend.

This transaction represents a strategic shift designed to maximize shareholder value and allow the Company to solely focus on providing cloud-centric solutions. In connection with the sale transaction, the Company determined its Messaging and NetworkX Businesses qualified for discontinued operations accounting treatment in accordance with ASC 205-20. The Company allocated $28.6 million goodwill to the transaction using level 3 estimates, and recognized a loss on divestiture of $16.4 million reported in Loss on divestiture in the Consolidated Statements of Operations.

The following tables set forth details of net income from discontinued operations for the years ended December 31, 2023, 2022 and 2021, related to Messaging and NetworkX Businesses sale.


	Year Ended December 31,
		2023		2022		2021

Net revenues		$	55,409	$	78,872	$	91,273
Costs and expenses:
Cost of revenues1		29,979		45,202		48,890
Research and development		5,967		6,022		4,526
Selling, general and administrative		11,061		9,173		10,772
Restructuring charges		3		462		1,505
Depreciation and amortization		10,518		16,997		18,834
Total costs and expenses		57,528		77,856		84,527
(Loss) income from operations		(2,119)		1,016		6,746
Interest income		8		12		1
Interest expense		—		(1)		(9)

Other (expense) income, net		(89)		(106)		39

(Loss) income from operations, before taxes		(2,200)		921		6,777
Loss on divestiture		(16,382)		—		—
Provision for income taxes		(1,935)		(1,918)		(1,610)
Net loss		$	(20,517)	$	(997)	$	5,167

_____________________________

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


	December 31,
	2023		2022


Current assets of discontinued operations:
Cash and cash equivalents	$	—	$	3,611


Accounts receivable, net	—		15,339
Prepaid & other current assets	—		3,344



Total current assets of discontinued operations	—		22,294
Non-current assets of discontinued operations:

Property and equipment, net	—		141
Operating lease right-of-use assets	—		757
Goodwill	—		28,630
Intangible assets, net	—		25,180


Other assets, non-current	—		28



Total non-current assets of discontinued operations	—		54,736
Total assets of discontinued operations	$	—	$	77,030

Current liabilities of discontinued operations:
Accounts payable	$	—	$	4,509
Accrued expenses	—		7,802
Deferred revenues, current	—		11,910




Total current liabilities of discontinued operations	—		24,221

Non-current liabilities of discontinued operations:



Deferred revenues, non-current	—		324

Leases, non-current	—		493
Other non-current liabilities	—		1,237
Total non-current liabilities of discontinued operations	—		2,054
Total liabilities of discontinued operations	$	—	$	26,275


	Year Ended December 31,
	2023		2022		2021
Operating activities:
Depreciation and amortization	$	10,517	$	16,997	$	18,834
Stock-based compensation	763		997		1,744
Loss on divestiture	16,382		—		—

Investing activities:
Additions to capitalized software	$	(4,497)	$	(5,809)	$	(11,188)
Proceeds from divestiture1	23,674		—		—

_____________________________

Divestitures

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 has not been received by the Company in accordance with the agreement. As of December 31, 2023 the Company fully reserved for the asset and related receivables recorded within the Selling, general and administrative expenses line item on the Consolidated Statements of Income, and is pursuing collection of the payment.

As of the close of the transaction, 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 earn-out provision recorded within the Selling, general and administrative expenses line item on the Consolidated Statements of Operations.

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.

Stock Plans - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Options
Options outstanding at the beginning of the period (in shares)	739
Options granted (in shares)	6
Options exercised (in shares)	0
Options cancelled (in shares)	(96)
Options outstanding at the end of the period (in shares)	649	739
Vested and exercisable (in shares)	434
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 34.23
Options granted (in dollars per share)	6.63
Options exercised (in dollars per share)	0
Options cancelled (in dollars per share)	58.23
Balance at the end of the period (in dollars per share)	30.44	$ 34.23
Vested and exercisable (in dollars per share)	$ 38.42
Weighted-Average Remaining Contractual Term (Years)
Outstanding	3 years 8 months 15 days
Vested and exercisable	2 years 11 months 15 days
Aggregate Intrinsic Value
Outstanding	$ 5,000
Vested and exercisable	0
Additional disclosures related to stock options
Total intrinsic value for stock options exercised	0	$ 0
Total intrinsic value for stock options exercisable	$ 0	$ 0

Commitments (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Aggregate Annual future Minimum Payments Under Non Cancelable Agreements

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


Year	Non-cancelable agreements
2024	$	17,729
2025	12,559
2026	797

Total	$	31,085

Divestitures and Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands						12 Months Ended
	Nov. 03, 2023	Oct. 31, 2023	Mar. 07, 2023	May 11, 2022	Mar. 07, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Preferred stock dividends accrued						$ (9,679)	$ (9,409)	$ (22,718)
Goodwill						183,908	182,259	195,947
Loss on divestiture of business						(16,382)	0	0
Proceeds from the divestiture, net						23,674	0	0
Gain on sale of DXP						0	2,549	0
Messaging and NetworkX Businesses
Asset Acquisition [Line Items]
Goodwill		$ 28,600
Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Asset Acquisition [Line Items]
Divestiture consideration		41,800
Cash payment		31,300
Escrow deposit		7,200
Escrow additional cash		$ 300
Period following closing date		9 months
Escrow deposit additional amount		$ 3,000
Loss on divestiture of business						$ (16,382)	0	$ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| DXP Business
Asset Acquisition [Line Items]
Purchase price			$ 14,000
Amount to be received on the closing date					$ 7,500
Escrow deposit				$ 500	500
Disbursement to be received 12 months from closing date					1,000
Earn-out					$ 5,000
Proceeds from the divestiture, net				7,500
Disposal group, including discontinued operation, additional escrow deposit				1,000
Disposal group, including discontinued operation, fair value of earn-out provision				3,600
Disposal group, including discontinued operation, intangible assets				2,300
Disposal group, including discontinued operation, goodwill				7,600
Gain on sale of DXP							$ 2,500
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| DXP Business \| Other Current Assets
Asset Acquisition [Line Items]
Disposal group, including discontinued operation, fair value of earn-out provision				$ 3,000
Series B Preferred Stock \| Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Asset Acquisition [Line Items]
Shares redeemed (in shares)	(9,874)
Value of shares redeemed	$ (9,900)
Preferred stock dividends accrued	(100)
Purchase price	$ 10,000
Minimum \| Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Asset Acquisition [Line Items]
Period of days following closing date		150 days
Maximum \| Discontinued Operations, Disposed of by Sale \| Messaging and NetworkX Businesses
Asset Acquisition [Line Items]
Period of days following closing date		300 days

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2024	$ 7,970
2025	7,805
2026	7,875
2027	6,279
2028	4,276
Total future lease payments	34,205
Less: amount representing interest	(5,330)
Present value of future lease payments (lease liability)	28,875	$ 33,931	$ 40,112
Finance Leases
2024	616
2025	436
2026	169
2027	0
2028	0
Total future lease payments	1,221
Less: amount representing interest	(103)
Present value of future lease payments (lease liability)	$ 1,118	$ 870

Income Taxes - Carryforwards (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Details of net operating loss carryforwards [Line Items]
Net operating loss	$ 205,740
2024
Details of net operating loss carryforwards [Line Items]
Net operating loss	0
2025
Details of net operating loss carryforwards [Line Items]
Net operating loss	445
2026-2041
Details of net operating loss carryforwards [Line Items]
Net operating loss	169,612
Indefinite
Details of net operating loss carryforwards [Line Items]
Net operating loss	$ 35,683

Note Receivable	12 Months Ended
Note Receivable	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Note Receivable	Note 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”). As of 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. During the third quarter of 2023, the interest payment for the Note was not received by the Company from STIN. In the third quarter of 2023 the Company reassessed the collectability of the Note and determined that a full allowance for credit losses was required equal to the carrying value of the Note, recorded within the Selling, general and administrative expenses line item on the Consolidated Statements of Operations. The Company will continue to pursue collection of the Note.

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Unbilled receivables	$ 0.7	$ 0.5

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenues	$ 41,402	$ 39,790	$ 41,019	$ 41,985	$ 41,252	$ 39,570	$ 46,055	$ 46,879	$ 164,196	$ 173,756	$ 189,342
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues									17,936	17,010	23,225
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues									185	889	5,901
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues									145,479	155,314	157,853
License
Disaggregation of Revenue [Line Items]
Net revenues									596	543	2,363
Americas
Disaggregation of Revenue [Line Items]
Net revenues									151,882	164,255	178,221
APAC
Disaggregation of Revenue [Line Items]
Net revenues									5,078	1,442	671
EMEA
Disaggregation of Revenue [Line Items]
Net revenues									7,236	8,059	10,450
Cloud
Disaggregation of Revenue [Line Items]
Net revenues									162,215	163,331	165,981
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues									18,004	14,278	15,131
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues									185	858	5,851
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues									143,430	148,195	142,636
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues									596	0	2,363
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues									149,901	155,296	158,283
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues									5,078	1,470	485
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues									7,236	6,565	7,213
NetworkX
Disaggregation of Revenue [Line Items]
Net revenues									790	7,214	21,702
NetworkX \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues									0	1,838	6,709
NetworkX \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues									0	31	50
NetworkX \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues									790	5,097	14,943
NetworkX \| License
Disaggregation of Revenue [Line Items]
Net revenues									0	248	0
NetworkX \| Americas
Disaggregation of Revenue [Line Items]
Net revenues									790	5,748	18,279
NetworkX \| APAC
Disaggregation of Revenue [Line Items]
Net revenues									0	(28)	186
NetworkX \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues									0	1,494	3,237
Messaging
Disaggregation of Revenue [Line Items]
Net revenues									1,191	3,211	1,659
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues									(68)	894	1,385
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues									0	0	0
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues									1,259	2,022	274
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues									0	295	0
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues									1,191	3,211	1,659
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues									0	0	0
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues									$ 0	$ 0	$ 0

Restructuring

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

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

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


	Balance at December 31, 2022		Charges		Payments		Other Adjustments		Balance at December 31, 2023
Employment termination costs	$	808	$	4,013	$	(2,419)	$	(14)	$	2,388

Leases - Operating/Financing Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating lease assets:
Non-current operating lease ROU assets	$ 14,791	$ 20,106
Finance lease assets:
Equipment, net	1,094	858
Operating lease liabilities:
Lease liabilities, current	$ 5,838	$ 5,202
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Leases, non-current	Leases, non-current
Lease liabilities, non-current	$ 23,037	$ 28,729
Total operating lease liabilities	$ 28,875	$ 33,931	$ 40,112
Finance lease liabilities:
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Lease liabilities, current	$ 562	$ 454
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Leases, non-current	Leases, non-current
Lease liabilities, non-current	$ 556	$ 416
Total finance lease liabilities	$ 1,118	$ 870
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses	Accrued expenses	Accrued expenses

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Impact of New Accounting Standard

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

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

Planned date of adoption: January 1, 2025

Update 2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures

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

Planned date of adoption: January 1, 2024

Schedule of Typical Remaining Performance Obligations

The Company’s typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

How Standalone Selling Price is Typically Estimated

Software License

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

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

Software License with significant customization

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

Residual approach

Hosting Services

As hosting services are provided (over time)

Estimated using a cost-plus margin approach

Professional Services

Consulting

As work is performed (over time)

Observable transactions

Customization

SaaS: Over the remaining term of the SaaS agreement

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

Observable transactions

Transaction Services

As transaction is processed (over time)

Observable transactions

Subscription Services

Customer Support

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

Observable transactions

SaaS

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

Estimated using a cost-plus margin approach

Schedule of Software Development Costs

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


	Year ended December 31,
	2023		2022		2021
Unamortized software development costs	$	19,327	$	18,374	$	17,040
Software development amortization expense	$	13,633	$	10,265	$	7,630

Schedule of Foreign Currency Gains (Losses)

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


	Year Ended December 31,
	2023		2022		2021
Net (loss) gain on foreign currency translations	$	(5,131)	$	2,835	$	(5,839)

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

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


	Year Ended December 31,
	2023		2022		2021
Revenue:
Domestic	$	151,882	$	164,255	$	178,221
Foreign	12,314		9,501		11,121
Total revenue	$	164,196	$	173,756	$	189,342


	Year Ended December 31,
	2023		2022
Property and equipment, net:
Domestic	$	2,570	$	2,996
Foreign	1,103		1,445
Total property and equipment, net	$	3,673	$	4,441

Goodwill and Intangibles - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Estimated future amortization expense
2024	$ 11,346
2025	4,480
2026	743
2027	17
2028	17
Thereafter	62
Total future amortization	16,665
Capitalized software costs in the development stage	5,549
Total	$ 22,214	$ 22,356

Accounts Receivable Securitization Facility	12 Months Ended
Accounts Receivable Securitization Facility	Dec. 31, 2023
Receivables [Abstract]
Accounts Receivable Securitization Facility	Accounts Receivable Securitization Facility On June 23, 2022 (the “Closing Date”), the Company and certain of its subsidiaries (together with the Company, the “Company Group”) entered into a $15 million accounts receivable securitization facility (the “A/R Facility”) with Norddeutsche Landesbank Girozentrale. The A/R Facility transaction includes (i) Receivables Purchase Agreements (the “Receivables Purchase Agreements”) dated as of the Closing Date, among the Company, as initial servicer, SN Technologies, LLC, a wholly owned special purpose subsidiary of the Company (“SN Technologies”), as seller, Norddeutsche Landesbank Girozentrale, as administrative agent (the “Administrative Agent”), and the purchasers party thereto, the group agents party thereto and the originators party thereto; (ii) Purchase and Sale Agreements (the “Purchase and Sale Agreements”) dated as of the Closing Date, between the Company Group, as originators (the “Originators”), and SN Technologies, as purchaser; (iii) the Administration Agreement (the “Administration Agreement”) dated as of the Closing Date, between the Company, as servicer, and Finacity Corporation, as administrator; and (iv) the Performance Guaranty (the “Performance Guaranty”) dated as of the Closing Date made by the Company in favor of the Administrative Agent. Pursuant to the Purchase and Sale Agreements, the Originators will sell existing and future accounts receivable (and related assets) (the “Receivables”) to SN Technologies in exchange for cash and/or subordinated notes. The Originators and SN Technologies intend the transactions contemplated by the Purchase and Sale Agreements to be true sales to SN Technologies by the respective Originators. Pursuant to the Receivables Purchase Agreement, SN Technologies will in turn grant an undivided security interest to the Administrative Agent in the Receivables in exchange for a credit facility permitting borrowings of up to $15 million outstanding from time to time. Yield is payable to the Administrative Agent under the Receivables Purchase Agreements at a variable rate based on the Norddeutsche Landesbank Girozentrale’s Hanover funding rate plus a 2.35% margin. The Company’s commitment fee shall equal 0.85% per annum on the average daily unused outstanding capital. Pursuant to the Performance Guaranty, the Company guarantees the performance of the Originators of their obligations under the Purchase and Sale Agreements. The Company has not agreed to guarantee any obligations of SN Technologies or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by the Company or any Originators results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor. Unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement, the A/R Facility will expire on June 23, 2025. The foregoing description of the A/R Facility and the respective transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Receivables Purchase Agreements, Purchase and Sale Agreements, Administration Agreement and Performance Guaranty, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, on Form 8-K filed with Securities and Exchange Commission on June 23, 2022. The Company drew $12.0 million on the A/R Facility in 2023, and had repaid the balance in 2023. The interest associated with the draw and repayment was not material for the period. The draw down and subsequent repayment of the A/R Facility represent financing activity, as reported in the Statement of Cash Flows. As of December 31, 2023 approximately $8.5 million of the Company’s receivables are held by SN Technologies. As of December 31, 2023 there were no outstanding borrowings against the A/R facility and $5.6 million was available for the Company to draw under the A/R Facility.

Allowance for Credit Losses

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Allowance for Credit Losses

The accounts receivable balance on the Company’s Consolidated Balance Sheets as of December 31, 2023 was $23.5 million, net of $0.1 million of allowances. Changes in the allowance were not material for the year ended December 31, 2023. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of trade accounts receivable to present the net amount expected to be collected:


	Allowance for credit losses
Balance at December 31, 2022	$	51
Current period change for expected credit losses	57
Balance at December 31, 2023	$	108

401(k) Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(k) Plan (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Employer contribution incurred and expensed under 401(k) Plan	$ 1.6	$ 1.5	$ 2.2

Restructuring - Schedule of the Restructuring Accrual and Changes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring accrual and changes
Charges	$ 4,013	$ 1,443	$ 3,684
Employment termination costs
Restructuring accrual and changes
Beginning balance	808
Charges	4,013
Payments	(2,419)
Other Adjustments	(14)
Ending balance	$ 2,388	$ 808

Accumulated Other Comprehensive (Loss) / Income

12 Months Ended

Dec. 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 years ended December 31, 2023, 2022, and 2021 were as follows:


	Balance at December 31, 2022		Other comprehensive income		Tax effect		Balance at December 31, 2023
Foreign currency	$	(40,611)	$	18,399	$	—	$	(22,212)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(44,131)	$	18,399	$	—	$	(25,732)


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

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


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

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

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of the Restructuring Accrual and Changes

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


	Balance at December 31, 2022		Charges		Payments		Other Adjustments		Balance at December 31, 2023
Employment termination costs	$	808	$	4,013	$	(2,419)	$	(14)	$	2,388

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefit, beginning of period	$ 4,437	$ 4,514	$ 3,283
Decrease related to lapse of Statute of Limitations	(64)	(1,043)	(827)
Increase for tax positions of current period		966	2,058
Unrecognized tax benefit, end of period	$ 4,373	$ 4,437	$ 4,514

Stock Plans - Options Vesting (Details) - Stock options	12 Months Ended
Stock Plans - Options Vesting (Details) - Stock options	Dec. 31, 2023
Share-Based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting	33.33%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Revenue - Remaining Performance Obligations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 231.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, percent	57.30%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2023
Retirement Benefits [Abstract]
401(k) Plan	401(k) Plan The Company has a 401(k) plan (the “401(k) Plan”) covering all eligible employees. The 401(k) Plan allows for a discretionary employer match. The Company incurred and expensed $1.6 million, $1.5 million, and $2.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, in 401(k) Plan match contributions.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:


	December 31,
	2023		2022
Computer hardware	$	27,000	$	115,097
Computer software	17,021		25,492

Furniture and fixtures	2,434		4,027
Finance lease assets	2,085		1,440
Leasehold improvements	12,246		14,406
Property and equipment, gross	60,786		160,462
Less: Accumulated depreciation	(57,113)		(156,021)
Property and equipment, net	$	3,673	$	4,441

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On November 10, 2023, Laurie Harris, director and chairperson of the audit committee of the Company’s Board of Directors, adopted a trading arrangement for the sale of shares of our common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. Harris’ Rule 10b5-1 Trading Plan provides for the sale of up to 4,810 shares of common stock pursuant to the terms of the plan. The plan is effective through November 11, 2024 unless earlier terminated in accordance with the terms of the plan.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Laurie Harris [Member]
Trading Arrangements, by Individual
Name	Laurie Harris
Title	director and chairperson
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 10, 2023
Arrangement Duration	367 days
Aggregate Available	4,810	4,810

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Year Ended December 31, 2023
	Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	149,901	$	790	$	1,191	$	151,882
APAC	5,078		—		—		5,078
EMEA	7,236		—		—		7,236
Total	$	162,215	$	790	$	1,191	$	164,196

Service Line:
Professional Services	$	18,004	$	—	$	(68)	$	17,936
Transaction Services	185		—		—		185
Subscription Services	143,430		790		1,259		145,479
License	596		—		—		596
Total	$	162,215	$	790	$	1,191	$	164,196


	Year Ended December 31, 2022
		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas		$	155,296	$	5,748	$	3,211	$	164,255
APAC		1,470		(28)		—		1,442
EMEA		6,565		1,494		—		8,059
Total		$	163,331	$	7,214	$	3,211	$	173,756

Service Line:
Professional Services		$	14,278	$	1,838	$	894	$	17,010
Transaction Services		858		31		—		889
Subscription Services		148,195		5,097		2,022		155,314
License		—		248		295		543
Total		$	163,331	$	7,214	$	3,211	$	173,756


	Year Ended December 31, 2021
	Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	158,283	$	18,279	$	1,659	$	178,221
APAC	485		186		—		671
EMEA	7,213		3,237		—		10,450
Total	$	165,981	$	21,702	$	1,659	$	189,342

Service Line:
Professional Services	$	15,131	$	6,709	$	1,385	$	23,225
Transaction Services	5,851		50		—		5,901
Subscription Services	142,636		14,943		274		157,853
License	2,363		—		—		2,363
Total	$	165,981	$	21,702	$	1,659	$	189,342

_____________________________

1 Includes revenue associated with DXP and Activation contracts divested in the prior period, as well as residual NetworkX contracts recognized in the current and prior periods.

2 Includes revenue recognized in the current and prior periods associated with residual Messaging contracts.

Schedule of Significant Changes in the Contract Liabilities Balance

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


	Contract Liabilities1
Balance - January 1, 2023	$	1,948
Revenue recognized in the period	(164,378)
Amounts billed but not initially recognized as revenue	163,525


Balance - December 31, 2023	$	1,095

_____________________________

1 Comprised of Deferred Revenue. $1.9 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Stock Plans - Restricted Stock and Performance Stock (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Restricted stock awards
Number of Awards
Balance at the beginning of the period (in shares) \| shares	487
Granted (in shares) \| shares	366
Granted adjustment (in shares) \| shares	(44)
Vested and distributed (in shares) \| shares	(204)
Forfeited (in shares) \| shares	(114)
Balance at the ending of the period (in shares) \| shares	491
Period end Fair Value
Balance at the beginning of the period (in dollars per share) \| $ / shares	$ 16.37
Granted (in dollars per share) \| $ / shares	8.54
Granted adjustment (in dollars per share) \| $ / shares	17.17
Vested and distributed (in dollars per share) \| $ / shares	15.36
Forfeited (in dollars per share) \| $ / shares	11.61
Balance at the ending of the period (in dollars per share) \| $ / shares	$ 10.88
Performance based cash units
Number of Awards
Balance at the beginning of the period (in shares) \| shares	653
Granted (in shares) \| shares	134
Granted adjustment (in shares) \| shares	(143)
Vested and distributed (in shares) \| shares	(14)
Forfeited (in shares) \| shares	(123)
Balance at the ending of the period (in shares) \| shares	507
Period end Fair Value
Balance at the beginning of the period (in dollars per share) \| $ / shares	$ 5.58
Granted (in dollars per share) \| $ / shares
Granted adjustment (in dollars per share) \| $ / shares
Vested and distributed (in dollars per share) \| $ / shares
Forfeited (in dollars per share) \| $ / shares
Balance at the ending of the period (in dollars per share) \| $ / shares	$ 6.21
Performance based cash units \| 2015 Plan
Stockholder's Equity
Vesting period (in years)	3 years
Share-Based Payment Arrangement, Tranche One \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Two \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%
Share-Based Payment Arrangement, Tranche Three \| Restricted stock awards
Stockholder's Equity
Percentage of awards vesting	33.33%

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: •Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities; •Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and •Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. The Company had $24.6 million and $18.3 million of cash and cash equivalents as of December 31, 2023 and 2022 respectively. The company had $12.5 million and nil in money market accounts, measured as Level 1 inputs as of December 31, 2023 and 2022, respectively

- 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