0001131554-24-000074 | 10-Q | XBRL Viewer | Synchronoss Technologies INC

Basis of Presentation and Consolidation

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The accompanying interim unaudited condensed consolidated financial statements have been prepared by Synchronoss and in the opinion of management, include all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and variable interest entities (“VIE”) in which the Company is the primary beneficiary and entities in which the Company has a controlling interest. Investments in less than majority-owned companies in which the Company does not have a controlling

interest, but does have significant influence, are accounted for as equity method investments. Investments in less than majority-owned companies in which the Company does not have the ability to exert significant influence over the operating and financial policies of the investee are accounted for using the cost method. All material intercompany transactions and accounts are eliminated in consolidation.

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. We have reclassified certain prior year amounts to conform with current year presentation. 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 the six months ended June 30, 2023. For supplemental cash flow disclosures, see Note 4. Divestitures and Discontinued Operations of the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

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 Earnings Per Share (“EPS”) for all periods presented on the Consolidated Statement of Operations. For additional information, see Note 11. Capital Structure of the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

For further information about the Company’s basis of presentation and consolidation or its significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2024-01 - Compensation—Stock Compensation
(Topic 718) - Scope Application of Profits Interest and Similar Awards

The amendments in this Update related to the scope application issue apply to all reporting entities that account for profits interest awards as compensation to employees or nonemployees in return for goods or services. This Update provides specific examples to help stakeholders to determine whether a profits interest award should be accounted for as a share-based payment arrangement (Topic 718) or similar to a cash bonus or profit-sharing arrangement (Topic 710, Compensation—General, or other Topics).

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 2023-09 - 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, 2025

Capital Structure

6 Months Ended

Jun. 30, 2024

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-to-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 did 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 June 30, 2024, 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 dividends have ever been declared or paid by the Company.

Preferred Stock

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

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.

Series B Non-Convertible Preferred

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”), for net proceeds of $72.5 million (the “Series B Transaction”). The sale of the Series B Preferred 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 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 (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.

Repurchase of Series B Preferred

On June 28, 2024 the Company repurchased all outstanding shares of the Series B Preferred stock, as discussed in Note 9. Debt of the Notes to Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q. As a result of the Series B

Repurchase, no shares of the Series B Preferred remain outstanding as of June 30, 2024. On July 1, 2024 the Company filed a certificate of elimination to the Series B Certificate with the Secretary of State of the State of Delaware.

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at June 30, 2024 and changes during the six months ended June 30, 2024, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 20231	61	$	58,802






Excise tax on fair value of Series B Preferred stock at repurchase	—	(576)
Repurchase of Series B Preferred stock	(61)	(58,226)
Balance at June 30, 2024	—	$	—

________________________________

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 Preferred stock dividends of $4.3 million in cash for the six months ended June 30, 2024.

Debt - Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Carrying Amount	$ 186,232	$ 136,215
Fair Value	174,888	107,557
(Level 1)
Debt Instrument [Line Items]
Fair Value	0	0
(Level 2)
Debt Instrument [Line Items]
Fair Value	174,888	107,557
(Level 3)
Debt Instrument [Line Items]
Fair Value	$ 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.

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+ Details

- Definition

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

+ References + Details

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenues	$ 43,458	$ 41,019	$ 86,423	$ 83,004
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues			7,862	8,979
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues			0	185
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues			78,463	73,436
License
Disaggregation of Revenue [Line Items]
Net revenues			98	404
Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,089	4,318
Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	58
Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	39,320	36,643
License
Disaggregation of Revenue [Line Items]
Net revenues	49	0
Americas
Disaggregation of Revenue [Line Items]
Net revenues	40,314	38,128	79,955	76,449
APAC
Disaggregation of Revenue [Line Items]
Net revenues	1,605	1,147	3,153	2,794
EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,539	1,744	3,315	3,761
Cloud
Disaggregation of Revenue [Line Items]
Net revenues	43,396	40,437	86,299	81,515
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues			7,862	9,030
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues			0	185
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues			78,437	71,896
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues			0	404
Cloud \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	4,089	4,369
Cloud \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	58
Cloud \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	39,307	36,010
Cloud \| License
Disaggregation of Revenue [Line Items]
Net revenues	0	0
Cloud \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	40,252	37,546	79,831	74,960
Cloud \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	1,605	1,147	3,153	2,794
Cloud \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	1,539	1,744	3,315	3,761
NetworkX
Disaggregation of Revenue [Line Items]
Net revenues	0	424	0	818
NetworkX \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues			0	0
NetworkX \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues			0	0
NetworkX \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues			0	818
NetworkX \| License
Disaggregation of Revenue [Line Items]
Net revenues			0	0
NetworkX \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	0	0
NetworkX \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	0
NetworkX \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	0	424
NetworkX \| License
Disaggregation of Revenue [Line Items]
Net revenues	0	0
NetworkX \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	0	424	0	818
NetworkX \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	0	0	0	0
NetworkX \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	0	0	0	0
Messaging
Disaggregation of Revenue [Line Items]
Net revenues	62	158	124	671
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues			0	(51)
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues			0	0
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues			26	722
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues			98	0
Messaging \| Professional Services
Disaggregation of Revenue [Line Items]
Net revenues	0	(51)
Messaging \| Transaction Services
Disaggregation of Revenue [Line Items]
Net revenues	0	0
Messaging \| Subscription Services
Disaggregation of Revenue [Line Items]
Net revenues	13	209
Messaging \| License
Disaggregation of Revenue [Line Items]
Net revenues	49	0
Messaging \| Americas
Disaggregation of Revenue [Line Items]
Net revenues	62	158	124	671
Messaging \| APAC
Disaggregation of Revenue [Line Items]
Net revenues	0	0	0	0
Messaging \| EMEA
Disaggregation of Revenue [Line Items]
Net revenues	$ 0	$ 0	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 23,648	$ 24,572
Accounts receivable, net	19,859	23,477
Prepaid & other current assets	32,013	33,953
Total current assets	75,520	82,002
Non-current assets:
Property and equipment, net	3,297	3,673
Operating lease right-of-use assets	10,702	14,791
Goodwill	181,574	183,908
Intangible assets, net	20,908	22,214
Other assets, non-current	3,671	3,749
Total non-current assets	220,152	228,335
Total assets	295,672	310,337
Current liabilities:
Accounts payable	7,976	7,475
Accrued expenses	31,491	39,127
Deferred revenues, current	1,059	1,095
Debt, current	1,875	0
Total current liabilities	42,401	47,697
Long-term debt, net of debt issuance costs	184,357	136,215
Deferred tax liabilities	4,165	3,207
Leases, non-current	20,255	23,593
Other liabilities, non-current	1,375	1,691
Total liabilities	252,553	212,403
Commitments and contingencies:
Redeemable non-controlling interest	12,500	12,500
Stockholders’ equity:
Common stock, $0.0001 par value; 16,667 shares authorized, 10,815 and 10,314 issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1	1
Additional paid-in capital	491,808	483,527
Accumulated other comprehensive loss	(34,007)	(25,732)
Accumulated deficit	(427,183)	(431,164)
Total stockholders’ equity	30,619	26,632
Total liabilities and stockholders’ equity	295,672	310,337
Series B Preferred Stock
Current liabilities:
Series B Non-Convertible Perpetual Preferred stock, $0.0001 par value; 150 shares authorized, 0 and 61 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	$ 0	$ 58,802

Capital Structure - Additional Information (Details)			6 Months Ended
Capital Structure - Additional Information (Details)	Dec. 04, 2023 $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 08, 2023 $ / shares shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	9		10,815,000	10,314,000
Common stock, shares issued (in shares)	9		10,815,000	10,314,000
Shares converted (in shares)	1
Stock split, conversion ratio	0.09
Common stock, shares authorized (in shares)	16,666,667		16,666,667	16,667,000	16,666,667
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
Common Stock
Class of Stock [Line Items]
Number of votes per share \| vote			1
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			150,000		150,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, liquidation preference (in dollars per share) \| $ / shares		$ 1,000
Series B Preferred Stock \| Private Placement
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)		75,000
Consideration received on transaction \| $		$ 72,500,000
Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Series B Perpetual Non-Convertible Preferred Stock
Class of Stock [Line Items]
Dividends, preferred stock, cash \| $			$ 4,300,000
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%

Restructuring

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 and changes during the six months ended June 30, 2024, are presented below:


	Employee Termination Costs
Balance at December 31, 2023	$	2,388
Charges	267
Payments	(1,550)
Other adjustments	(10)
Balance at June 30, 2024	$	1,095

Earnings per Common Share (EPS) - Reconciliation of the Numerator and Denominator Used in Computing Basic and Diluted Net Income Attributable to Common Stockholders Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share Reconciliation [Abstract]
Net (loss) income from continuing operations	$ (494)	$ (9,218)	$ 3,981	$ (17,807)
Net income attributable to redeemable non-controlling interests	5	14	0	28
Preferred stock dividend and gain on repurchase of preferred stock	567	(2,475)	(1,562)	(4,949)
Net income (loss) attributable to Synchronoss from continuing operations	78	(11,679)	2,419	(22,728)
Net income (loss) from discontinued operations	0	700	0	(1,642)
Net income (loss) attributable to Synchronoss	78	(10,979)	2,419	(24,370)
Net income (loss) attributable to Synchronoss from continuing operations	$ 78	$ (11,679)	$ 2,419	$ (22,728)
Denominator:
Weighted average common shares outstanding - basic (in shares)	10,042	9,685	9,942	9,669
Weighted average common shares outstanding - diluted (in shares)	10,424	9,685	10,265	9,669
Basic:
Net income (loss) from continuing operations (in dollars per share)	$ 0.01	$ (1.21)	$ 0.24	$ (2.35)
Net income (loss) from continuing operations (in dollars per share)	0	0.08	0	(0.17)
Basic (in dollars per share)	0.01	(1.13)	0.24	(2.52)
Diluted:
Net income (loss) from continuing operations (in dollars per share)	0.01	(1.21)	0.24	(2.35)
Net income (loss) from continuing operations (in dollars per share)	0	0.08	0	(0.17)
Diluted (in dollars per share)	$ 0.01	$ (1.13)	$ 0.24	$ (2.52)
Performance-based cash units
Denominator:
Shares from assumed conversion of PBCU and options and unvested restricted shares (in shares)	300	0	195	0
Options and unvested restricted shares
Denominator:
Shares from assumed conversion of PBCU and options and unvested restricted shares (in shares)	82	0	128	0

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of revenue

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


	Three Months Ended June 30, 2024								Three Months Ended June 30, 2023
	Cloud		NetworkX		Messaging2		Total		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	40,252	$	—	$	62	$	40,314	$	37,546	$	424	$	158	$	38,128
APAC	1,605		—		—		1,605		1,147		—		—		1,147
EMEA	1,539		—		—		1,539		1,744		—		—		1,744
Total	$	43,396	$	—	$	62	$	43,458	$	40,437	$	424	$	158	$	41,019

Service Line:
Professional Services	$	4,089	$	—	$	—	$	4,089	$	4,369	$	—	$	(51)	$	4,318
Transaction Services	—		—		—		—		58		—		—		58
Subscription Services	39,307		—		13		39,320		36,010		424		209		36,643
License	—		—		49		49		—		—		—		—
Total	$	43,396	$	—	$	62	$	43,458	$	40,437	$	424	$	158	$	41,019


	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
	Cloud		NetworkX		Messaging2		Total		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	79,831	$	—	$	124	$	79,955	$	74,960	$	818	$	671	$	76,449
APAC	3,153		—		—		3,153		2,794		—		—		2,794
EMEA	3,315		—		—		3,315		3,761		—		—		3,761
Total	$	86,299	$	—	$	124	$	86,423	$	81,515	$	818	$	671	$	83,004

Service Line:
Professional Services	$	7,862	$	—	$	—	$	7,862	$	9,030	$	—	$	(51)	$	8,979
Transaction Services	—		—		—		—		185		—		—		185
Subscription Services	78,437		—		26		78,463		71,896		818		722		73,436
License	—		—		98		98		404		—		—		404
Total	$	86,299	$	—	$	124	$	86,423	$	81,515	$	818	$	671	$	83,004

_____________________________

1 Includes revenue recognized in prior periods associated with residual NetworkX contracts not included in the Asset Purchase Agreement with Lumine Group.

2 Includes revenue recognized in the current and prior periods associated with residual Messaging contracts not included in the Asset Purchase Agreement with Lumine Group.

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 Accounts receivable, net in its Consolidated Balance Sheets 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 was $0.1 million and $1.2 million as of June 30, 2024 and December 31, 2023, respectively.

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

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

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


	Contract Liabilities1
Balance at December 31, 2023	$	1,095
Revenue recognized in the period	(86,353)
Amounts billed but not initially recognized as revenue	86,317


Balance at June 30, 2024	$	1,059

________________________________

1 Comprised of Deferred Revenue. $1.0 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Transaction price allocated to the remaining performance obligations

Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2024. 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 June 30, 2024, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was $197.6 million, of which approximately 66.6% 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 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 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Earnings per Common Share (EPS)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings per Common Share (EPS)

Earnings per Common Share (“EPS”)

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Numerator - Basic:
Net (loss) income from continuing operations	$	(494)	$	(9,218)		$	3,981	$	(17,807)
Net income attributable to redeemable non-controlling interests	5		14			—		28
Preferred stock dividend and gain on repurchase of preferred stock	567		(2,475)			(1,562)		(4,949)
Net income (loss) attributable to Synchronoss from continuing operations	78		(11,679)			2,419		(22,728)

Net income (loss) from discontinued operations	—		700			—		(1,642)
Net income (loss) attributable to Synchronoss	$	78	$	(10,979)		$	2,419	$	(24,370)

Numerator - Diluted:
Net income (loss) attributable to Synchronoss from continuing operations	78		(11,679)			$	2,419	$	(22,728)



Net income (loss) from discontinued operations	—		700			—		(1,642)
Net income (loss) attributable to Synchronoss	$	78	$	(10,979)		$	2,419	$	(24,370)

Denominator:
Weighted average common shares outstanding — basic	10,042		9,685			9,942		9,669
Dilutive effect of:


Shares from assumed conversion of PBCU	300		—			195		—
Options and unvested restricted shares	82		—			128		—
Weighted average common shares outstanding — diluted	$	10,424	$	9,685		$	10,265	$	9,669


Earnings (loss) per share:
Basic EPS:
Net income (loss) from continuing operations	$	0.01	$	(1.21)		$	0.24	$	(2.35)
Net income (loss) from discontinued operations	—		0.08			—		(0.17)
Basic EPS	$	0.01	$	(1.13)		$	0.24	$	(2.52)
Diluted EPS:
Net income (loss) from continuing operations	$	0.01	$	(1.21)		$	0.24	$	(2.35)
Net income (loss) from discontinued operations	—		0.08			—		(0.17)
Diluted EPS	$	0.01	$	(1.13)		$	0.24	$	(2.52)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Expense (benefit) for income taxes	$ 2,708	$ 532	$ 3,311	$ 827
Effective tax rate			45.40%	(4.90%)
Unrecognized tax benefit	$ 4,400		$ 4,400

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

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Reference 7: 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 10: 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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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net income (loss) from continuing operations	$ 3,981	$ (17,807)
Net loss from discontinued operations	0	(1,642)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	8,387	14,459
Amortization of debt issuance costs	836	748
Amortization of debt discount	52	47
Sublease receivable impairment	806	0
Deferred income taxes	961	10
Stock-based compensation	2,355	3,364
Operating lease impairment, net	2,278	2,075
Other, net	(5,334)	2,743
Changes in operating assets and liabilities:
Accounts receivable, net	2,715	7,328
Prepaid expenses and other current assets	1,868	(2,275)
Accounts payable	783	(2,478)
Accrued expenses	(6,358)	(1,221)
Other assets	51	321
Deferred revenues	(11)	9,344
Other liabilities	(1,530)	(2,460)
Net cash provided by operating activities	11,840	12,556
Investing activities:
Purchases of fixed assets	(896)	(994)
Additions to capitalized software	(6,614)	(9,350)
Net cash used in investing activities	(7,510)	(10,344)
Financing activities:
Taxes paid on withholding shares	(1)	(132)
Debt issuance costs related to Term Loan	(6,746)	0
Proceeds from issuance of long Term Loan	75,000	0
Repurchase of Senior Notes and related costs	(11,524)	0
Drawdown on A/R Facility	6,000	3,500
Repayment of A/R Facility	(6,000)	(3,500)
Net cash used in financing activities	(5,105)	(4,904)
Effect of exchange rate changes on cash	(149)	100
Net decrease in cash and cash equivalents	(924)	(2,592)
Beginning cash and cash equivalents of continuing operations	24,572	18,310
Beginning cash and cash equivalents of discontinued operations	0	3,611
Beginning cash and cash equivalents	24,572	21,921
Ending cash and cash equivalents of continuing operations	23,648	15,342
Ending cash and cash equivalents of discontinued operations	0	3,987
Ending cash and cash equivalents	23,648	19,329
Series B Preferred Stock
Financing activities:
Series B Preferred dividend paid in the form of cash	(4,258)	(4,772)
Repurchase of Series B Preferred stock	$ (57,576)	$ 0

Debt - 2024 Term Loan (Details) - USD ($)	Jun. 28, 2024	Dec. 31, 2021	Oct. 25, 2021	Jun. 30, 2021
Line of Credit \| 2024 Term Loan
Debt Instrument [Line Items]
Borrowing capacity	$ 75,000,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Secured Overnight Financing Rate (SOFR) [Member]
Basis spread on variable rate	5.50%
Basis spread on variable rate, floor	2.50%
Exit fee required if conditions met	$ 1,500,000
Line of Credit \| 2024 Term Loan \| September 30, 2024 through June 30, 2026
Debt Instrument [Line Items]
Quarterly principal repayment amount	468,750
Line of Credit \| 2024 Term Loan \| September 30, 2026 and thereafter
Debt Instrument [Line Items]
Quarterly principal repayment amount	$ 1,875,000
Senior Notes \| 8.375% Senior Notes due 2026
Debt Instrument [Line Items]
Principal amount		$ 16,100,000	$ 18,000,000	$ 120,000,000.0
Interest rate, as a percent				8.375%

Accounts Receivable Securitization Facility	6 Months Ended
Accounts Receivable Securitization Facility	Jun. 30, 2024
Receivables [Abstract]
Accounts Receivable Securitization Facility	Accounts Receivable Securitization Facility On June 23, 2022 (the “A/R 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 A/R 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 A/R 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 A/R Closing Date, between the Company, as servicer, and Finacity Corporation, as administrator; and (iv) the Performance Guaranty (the “Performance Guaranty”) dated as of the A/R 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. For the six months ended June 30, 2024 the Company drew $6.0 million on the A/R Facility, and had repaid the balance in full as of June 30, 2024. For the six months ended June 30, 2023 the Company drew $3.5 million on the A/R Facility, and had repaid the balance in full as of June 30, 2023. The interest associated with the draw and repayment was not material for the period. The drawdown and subsequent repayment of the A/R Facility represent financing activities, as reported in the Consolidated Statements of Cash Flows. As of June 30, 2024 approximately $4.9 million of the Company’s receivables are held by SN Technologies. As of June 30, 2024 there were no outstanding borrowings against the A/R facility and $5.3 million was available for the Company to draw under the A/R Facility. The Company drew $3.0 million on the A/R Facility on July 3, 2024, and had repaid the balance in full on July 12, 2024.

Accumulated Other Comprehensive (Loss) / Income - Changes in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Changes in accumulated other comprehensive income (loss)
Other comprehensive loss	$ (8,275)
Tax effect	0
Accumulated Other Comprehensive (Loss) Income
Changes in accumulated other comprehensive income (loss)
Beginning balance	(25,732)
Ending balance	(34,007)
Foreign currency
Changes in accumulated other comprehensive income (loss)
Beginning balance	(22,212)
Other comprehensive loss	(8,275)
Tax effect	0
Ending balance	(30,487)
Unrealized loss on intercompany foreign currency transactions
Changes in accumulated other comprehensive income (loss)
Beginning balance	(3,520)
Other comprehensive loss	0
Tax effect	0
Ending balance	$ (3,520)

- 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.

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+ Details

Note Receivable (Details) - Sequential Technology International, LLC and AP Capital Holdings II, LLC - USD ($) $ in Millions	Mar. 31, 2024	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
Promissory Note
Schedule of Equity Method Investments [Line Items]
Principal amount	$ 3.0

Capital Structure - Preferred Stock (Details) - Series B Preferred Stock - USD ($) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance (in shares)	0	61
Beginning balance	$ 0	$ 58,802
Excise tax on fair value of Series B Preferred stock at repurchase (in shares)	0
Excise tax on fair value of Series B Preferred stock at repurchase	$ (576)
Redemption of Series B Preferred stock (in shares)	(61)
Repurchase of Series B Preferred stock	$ (58,226)
Ending balance (in shares)	0
Ending balance	$ 0
Unamortized issuance costs	58,800
Principal balance	60,800
Temporary equity, gross amount	$ 2,000

Note Receivable	6 Months Ended
Note Receivable	Jun. 30, 2024
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. During the first quarter of 2024, the Company entered into an agreement with STIN and APC to amend the aforementioned promissory note and reduce the principal balance to $3.0 million, forgive outstanding accrued interest and extend the maturity date of the Note to September 2027. Certain circumstances may enable the Company to receive consideration in excess of the amended principal balance. In the first quarter of 2024 the Company reassessed the collectability of the note and determined a full allowance for credit losses was required equal to the carrying value of the note. Accordingly, the modification of the terms of the Note had no net impact on the condensed consolidated financial statements for the quarter ended June 30, 2024.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		10,818,169
Entity Central Index Key	0001131554
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Common Stock, $.0001 par value
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 - Schedule of Cash Flows Discontinued Operations (Details) - Discontinued operations, disposed of by sale - Messaging and NetworkX Businesses - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Depreciation and amortization	$ 0	$ 6,463
Stock-based compensation	0	513
Investing activities:
Additions to capitalized software	$ 0	$ (2,635)

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating Leases
2024	$ 3,933
2025	7,868
2026	7,851
2027	6,207
2028	4,275
Total future lease payments	30,134
Less: amount representing interest	(4,211)
Present value of future lease payments (lease liability)	25,923	$ 28,875
Finance Leases
2024	309
2025	478
2026	211
2027	0
2028	0
Total future lease payments	998
Less: amount representing interest	(75)
Present value of future lease payments (lease liability)	$ 923	$ 1,118

Legal Matters (Details)			3 Months Ended	6 Months Ended
Legal Matters (Details)	Jul. 12, 2023 USD ($)	Jun. 07, 2022 USD ($) defendant	Jun. 30, 2024 USD ($) defendant	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, damages awarded		$ 12,500,000
Loss contingency, payment term		2 years
Loss contingency, number of defendants \| defendant		2	1
Damages paid			$ 145,000
Amount awarded from other party			$ 430,741
Loss contingency accrual, potential claim				$ 2,800,000
Loss contingency, damages sought, value	$ 1,200,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income:	$ (494)	$ (8,518)	$ 3,981	$ (19,449)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(2,166)	171	(8,275)	4,741
Comprehensive loss	(2,660)	(8,347)	(4,294)	(14,708)
Comprehensive income attributable to redeemable non-controlling interests	5	14	0	28
Comprehensive loss attributable to Synchronoss	$ (2,655)	$ (8,333)	$ (4,294)	$ (14,680)

- Definition

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

+ References + Details

- Definition

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

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+ Details

Restructuring - Restructuring Accrual and Changes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring accrual and changes
Charges	$ 48	$ 21	$ 267	$ 363
Employee Termination Costs
Restructuring accrual and changes
Balance at December 31, 2023			2,388
Charges			267
Payments			(1,550)
Other adjustments			(10)
Balance at June 30, 2024	$ 1,095		$ 1,095

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock Plans

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock Plans

On December 8, 2023 the Company filed an amendment to the Certificate of Amendment to effect the Reverse Stock Split with the Secretary of State of the State of Delaware. The Certificate of Amendment states that the Company is authorized to issue 16,666,667 shares of Common Stock, par value $0.0001 per share, and 10,000,000 shares of Preferred Stock, par value $0.0001 per share, 150,000 of which were designated Series B Perpetual Non-Convertible Preferred Stock.

As of June 30, 2024, the Company maintains two stock-based compensation plans, the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2017 New Hire Equity Incentive Plan (“2017 Plan”).

At the annual meeting of stockholders the Company held on June 5, 2024, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan to increase the maximum total number of shares of common stock issuable under the Plan by 1,053,000 shares.

As of June 30, 2024 the maximum number of shares of common stock authorized for issuance under the 2015 Plan and 2017 Plan was 5,741,576 shares and 229,635, respectively.

As of June 30, 2024, there were 1.1 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 unit (“PBCU”) awards granted to employees under the Long-Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and ability to settle such awards in cash upon vesting. Performance-based cash units are measured at the closing stock price and at the fair value obtained using the Monte-Carlo simulation at the reporting period end date. The expense is recognized straight line over the requisite service period. The Company has reflected such awards in accrued expenses on the Condensed Consolidated Balance Sheets. As of June 30, 2024, the liability for such awards was $0.8 million.

Stock-Based Compensation

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Cost of revenues	$	71	$	73		$	94	$	152
Research and development	360		385			583		856
Selling, general and administrative	814		934			1,678		1,843
Total stock-based compensation expense	$	1,245	$	1,392		$	2,355	$	2,851

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Stock options	$	132	$	358		$	330	$	780
Restricted stock awards	761		941			1,189		1,620
Performance-based cash units	352		93			836		451

Total stock-based compensation before taxes	$	1,245	$	1,392		$	2,355	$	2,851
Tax benefit	$	272	$	304		$	524	$	616

The total unamortized stock-based compensation cost related to unvested equity awards as of June 30, 2024 was $5.9 million. The expense is expected to be recognized over a weighted-average period of approximately 2.2 years.

The total unamortized stock-based compensation cost related to unvested performance-based cash units as of June 30, 2024 was $4.4 million. The expense is expected to be recognized over a weighted-average period of approximately 1.8 years.

Divestitures and Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The following tables set forth details of net income (loss) from discontinued operations for the three and six months ended June 30, 2024 and 2023, respectively, related to Messaging and NetworkX Businesses sale.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net revenues	$	—	$	18,694	$	—	$	34,417
Costs and expenses:
Cost of revenues1	—		10,294		—		19,715
Research and development	—		1,769		—		3,760
Selling, general and administrative	—		2,619		—		4,962
Restructuring charges	—		—		—		3
Depreciation and amortization	—		2,875		—		6,463
Total costs and expenses	—		17,557		—		34,903
Income (loss) from operations	—		1,137		—		(486)
Interest income	—		—		—		1


Other expense, net	—		(186)		—		(142)

Income (loss) from operations, before taxes	—		951		—		(627)

Provision for income taxes	—		(251)		—		(1,015)
Net income (loss)	$	—	$	700	$	—	$	(1,642)

_____________________________

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

There were no assets and liabilities related to discontinued operations as of June 30, 2024 and December 31, 2023, as all balances were transferred to Lumine Group upon sale.

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 six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
	2024		2023
Operating activities:
Depreciation and amortization	$	—	$	6,463
Stock-based compensation	—		513

Investing activities:
Additions to capitalized software	$	—	$	(2,635)

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 3A
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Commitments - Aggregate Annual Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 12,687
2025	14,563
2026	1,501
2027	34
Total	$ 28,785

Basis of Presentation and Consolidation (Policies)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2024-01 - Compensation—Stock Compensation
(Topic 718) - Scope Application of Profits Interest and Similar Awards

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 2023-09 - 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, 2025

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.

Restructuring (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of the Restructuring Accrual and Changes

A summary of the Company’s restructuring accrual at June 30, 2024 and changes during the six months ended June 30, 2024, are presented below:


	Employee Termination Costs
Balance at December 31, 2023	$	2,388
Charges	267
Payments	(1,550)
Other adjustments	(10)
Balance at June 30, 2024	$	1,095

Commitments (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 for each year subsequent to December 31, 2023 and thereafter, are as follows:


	Non-cancelable agreements
2024	$	12,687
2025	14,563
2026	1,501
2027	34

Total	$	28,785

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Operating Assets and Liabilities

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


	June 30, 2024		December 31, 2023
Operating lease assets:
Non-current operating lease ROU assets	$	10,702	$	14,791
Finance lease assets:
Equipment, net	887		1,094



Operating lease liabilities:
Lease liabilities, current1	6,055		5,838
Lease liabilities, non-current	19,868		23,037
Total operating lease liabilities	$	25,923	$	28,875

Finance lease liabilities:
Lease liabilities, current	536		562
Lease liabilities, non-current	387		556
Total finance lease liabilities	$	923	$	1,118

________________________________

1 Amounts are included in Accrued expenses on the Consolidated Balance Sheets.

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance leases:
Interest expense	$	23	$	19	$	51	$	35
Depreciation expense	147		146		314		260
Total finance leases	$	170	$	165	$	365	$	295

Operating leases:
Operating lease cost1	$	1,397	$	1,509	$	2,821	$	3,042
Other lease costs and income:
Variable lease costs1	169		428		310		723
ROU assets impairments, net1,2	2,278		2,078		2,278		2,075
Sublease income1	(291)		(822)		(1,310)		(1,538)
Total operating leases	3,553		3,193		4,099		4,302
Total net lease cost	$	3,723	$	3,358	$	4,464	$	4,597

________________________________

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

2 Reflects impairments recorded for Bethlehem, Pennsylvania and Bangalore, India office locations in the current and prior periods, respectively.

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


	June 30, 2024	December 31, 2023
Weighted-average remaining lease term (years), weighted based on lease liability balances:
Finance leases	1.91	2.19

Operating leases	3.93	4.40

Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance leases	9.6%	9.3%
Operating leases	8.0%	8.0%

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases	$	162	$	152	$	348	$	286
Operating leases	1,963		2,009		$	3,924	$	4,006

Lease liabilities arising from obtaining right-of-use assets:
Finance leases	$	—	$	64	$	105	$	358
Operating leases	—		—		—		—

Schedule of Maturities of Operating Lease Liabilities

The following table provides the undiscounted amount of future cash flows included in our lease liabilities at June 30, 2024 for each of the five years subsequent to December 31, 2023 and thereafter, as well as a reconciliation of such undiscounted cash flows to our lease liabilities at June 30, 2024:


	Operating Leases		Finance Leases
2024	$	3,933	$	309
2025	7,868		478
2026	7,851		211
2027	6,207		—
2028	4,275		—

Total future lease payments	30,134		998
Less: amount representing interest	(4,211)		(75)
Present value of future lease payments (lease liability)	$	25,923	$	923

Additional Financial Information - Components of Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Foreign exchange gains (losses)	$ 1,220	$ (268)	$ 5,021	$ (3,221)
Other	0	0	10	(22)
Total	$ 1,220	$ (268)	$ 5,031	$ (3,243)

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

2024 Term Loan

On June 28, 2024 (the “Effective Date”), the Company entered into a Credit Agreement (the “Credit Agreement”) with BGC Lender Rep LLC, as administrative agent, and the lenders party thereto. The Credit Agreement established a senior secured term loan facility of up to $75.0 million (the “Term Loan”), all of which was funded on the Effective Date. The proceeds of the Term Loan were used to (i) fund the Senior Note Repurchase (as defined below), (ii) to fund the Series B Repurchase (as defined below) and (iii) to pay transaction fees and expenses associated with the closing of the transactions contemplated by the Credit Agreement.

The Term Loan matures on June 28, 2028 (the “Maturity Date”); provided that if (i) the Company’s 8.375% Senior Notes due 2026 (the “Senior Notes”) are not refinanced, redeemed or repaid in full prior to March 31, 2026, the Maturity Date shall be March 31, 2026 and (ii) in the event of a refinancing, redemption or repayment of the Senior Notes in full prior to March 31, 2026, the Maturity Date shall be the earlier of (A) June 28, 2028 and (B) the date that is twelve (12) months prior to the final stated maturity date for the indebtedness resulting from such refinancing, redemption or repayment of the Senior Notes in full.

The Term Loan bears interest at a rate per annum equal to the Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) for the applicable interest period, plus 5.50%, subject to a floor of 2.50%.

The Credit Agreement requires the Company to repay the outstanding principal amounts of the Term Loan in an amount of $468,750 on the last day of each fiscal quarter beginning on September 30, 2024 and ending on June 30, 2026. Starting on September 30, 2026, and on the last day of each fiscal quarter thereafter, such repayments of outstanding principal shall be $1,875,000. The final principal repayment of the Term Loan shall be repaid on the Maturity Date in an amount equal to the aggregate principal amount of the Term Loan outstanding on such date. The Company may at any time voluntarily prepay the Term Loan, in whole or in part subject to a variable prepayment fee if such prepayment is made prior to the third anniversary of the Effective Date. The Company is required to pay an exit fee of $1.5 million if, among other things, the Maturity Date is extended beyond March 31, 2026. The Credit Agreement also contains mandatory prepayment provisions that are customary for secured financings of this type from excess cash flow and with the proceeds of certain asset sales, tax refunds, equity sales or issuances, and debt issuances, each as more fully described in the Credit Agreement.

The Company’s obligations under the Credit Agreement are secured by substantially all of the assets (other than existing real property) of Synchronoss. Other than an Irish Subsidiary (as defined in the Credit Agreement), none of the Company’s direct or indirect foreign subsidiaries or immaterial subsidiaries has guaranteed the loans under the Credit Agreement, but under certain circumstances, such subsidiaries may become guarantors. The Credit Agreement contains customary covenants that limit the Company’s ability and its restricted subsidiaries to, among other things, (i) incur additional indebtedness, (ii) pay dividends or make certain other restricted payments, (iii) sell assets, (iv) make certain investments, (v) grant liens and (vi) enter into transactions with affiliates. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The financial covenants set forth in the Credit Agreement include (i) a maximum consolidated secured leverage ratio, which will be tested at the end of each of the Company’s fiscal quarter and (ii) an average liquidity requirement for any calendar month. All borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties subject to certain exceptions. Upon the occurrence and continuance of an event of default, which, for example, could be triggered by a breach or violation of, or default under, certain material contracts of the Company, BGC Lender Rep may take either or both of the following actions: (i) terminate the commitments and (ii) declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Credit Agreement.

The foregoing description of the Credit Agreement and Term Loan does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

The Company is in compliance with its debt covenants pertaining to the Term Loan as of June 30, 2024.

Repurchase of Senior Notes and Series B Preferred

The Company used $66.5 million of the proceeds from the Term Loan and $2.6 million non-interest-bearing deferred consideration, expected to be paid within the next 12 months, for a total consideration of $69.1 million (“the total consideration”) to repurchase 100% of its outstanding Series B Perpetual Non-Convertible Preferred Stock (the “Series B Preferred”) and 787,590 (14%) of its outstanding Senior Notes from B. Riley Principal Investments, LLC (“BRPI”), a related party.

The fair value of Series B Preferred stock of $57.6 million was determined using a discounted cash flow model using level two inputs. The carrying value of Series B Preferred was $58.2 million. The second quarter’s accrued dividend of $2.1 million was forgiven at the time of the repurchase. The Series B Preferred repurchase gain of $2.7 million was calculated as the fair value of consideration paid less the carrying value, less the second quarter’s accrued dividend forgiven. The $2.7 million gain was accounted for as capital transaction and reflected as an adjustment to additional paid-in capital (“APIC”). While the transaction was not reflected in the income statement, the gain was reflected in the adjustment to net income from common shareholders for purposes of calculating EPS, for the three and six months ended June 30, 2024.

The Company allocated $57.6 million of the total consideration to the Series B Preferred based on the fair value and allocated the remaining consideration of $11.5 million to the Senior Notes repurchase. The carrying value of Senior notes repurchased was $19.1 million including $0.6 million of unamortized debt issuance costs. The second quarter’s accrued interest of $0.3 million was forgiven at the time of the repurchase. The Senior Note Repurchase gain of $7.9 million was calculated as the remaining consideration paid of $11.5 million less the carrying value, less the second quarter’s accrued interest forgiven. The Company accounted for the debt repurchase as a redemption with a related party. ASC 470-50-40-2 indicates that such an extinguishment transaction may be in essence a capital transaction. Therefore, the transaction was accounted for as a capital transaction and reflected as an adjustment to APIC, which resulted in a gain of $7.9 million for the three and six months ended June 30, 2024.

Offering of Senior Notes

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

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

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

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

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

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

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

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

On June 28, 2024, Synchronoss repurchased 787,590 of its Senior Notes from BRPI, as described above.

The Company is in compliance with its debt covenants pertaining to the Senior Notes as of June 30, 2024.

Carrying Value of Debt

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


	June 30, 2024		December 31, 2023
8.375% Senior Notes due 2026
Senior Notes	$	121,387	$	141,077
Unamortized discount and debt issuance cost1	(3,416)		(4,862)
Carrying value of Senior Notes	$	117,971	$	136,215
2024 Term Loan
Term Loan	75,000		—
Unamortized debt issuance cost1	(6,739)		—

Carrying value of Term Loan	68,261		—
Total carrying value of debt	186,232		136,215
Current portion of long-term debt	1,875		—
Long-term debt, net of current portion	$	184,357	$	136,215

________________________________

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 Senior Notes was determined based on the closing trading price of the Senior Notes as of June 30, 2024 and is categorized accordingly as Level 2 in the fair value hierarchy. The fair value of the Term Loan approximates the carrying value as of the Term Loan Credit Agreement effective date and is categorized accordingly as Level 2 in the fair value hierarchy. The Company is in compliance with its debt covenants as of June 30, 2024.


	Balance at June 30, 2024
			Fair Value
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total



Total debt	$	186,232	$	—	$	174,888	$	—	$	174,888


	Balance at December 31, 2023
			Fair Value
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total



Total debt	$	136,215	$	—	$	107,557	$	—	$	107,557

Interest Expense

The following table summarizes the Company’s interest expense:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
2021 8.375% Senior Notes due 2026:
Amortization of debt issuance costs	$	418	$	378		$	826	$	748
Interest on borrowings	2,954		2,954			5,908		5,908
Amortization of debt discount	26		24			52		47
2024 Term Loan:
Amortization of debt issuance costs	10		—			10		—

Interest on borrowings	45		—			45		—

Other1	33		105			162		212
Total	$	3,486	$	3,461		$	7,003	$	6,915

________________________________

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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Repurchase of Senior Notes and Series B Preferred (Details) $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 28, 2024 USD ($) note	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Debt Instrument [Line Items]
Repurchase of debt and equity, consideration transferred	$ 66,500
Non-interest-bearing deferred consideration	2,600
Total consideration	$ 69,100
Gain on Series B Preferred stock repurchase		$ 2,696	$ 2,696
Gain on Senior Notes repurchase		7,862	7,862
Series B Preferred Stock
Debt Instrument [Line Items]
Preferred stock, repurchase percentage	100.00%
Fair value of preferred stock repurchased	$ 57,600
Carrying value of repurchased preferred stock	58,200
Accrued dividends	2,100
Gain on Series B Preferred stock repurchase	$ 2,700
Senior Notes \| 8.375% Senior Notes due 2026
Debt Instrument [Line Items]
Repurchase percentage of debt	14.00%
Payments for repurchase of senior debt	$ 11,500
Repurchase amount		19,100	19,100
Unamortized debt issuance cost		$ 600	600
Accrued interest	$ 300
Gain on Senior Notes repurchase			$ 7,900
Senior Notes \| 8.375% Senior Notes due 2026 \| BRPI
Debt Instrument [Line Items]
Number of notes repurchased \| note	787,590

Commitments

6 Months Ended

Jun. 30, 2024

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 2027.

Aggregate annual future minimum payments under non-cancelable agreements as of June 30, 2024 for each year subsequent to December 31, 2023 and thereafter, are as follows:


	Non-cancelable agreements
2024	$	12,687
2025	14,563
2026	1,501
2027	34

Total	$	28,785

Divestitures and Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands						3 Months Ended			6 Months Ended
	Nov. 03, 2023	Oct. 31, 2023	Mar. 07, 2023	May 11, 2022	Mar. 07, 2022	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Asset Acquisition [Line Items]
Preferred stock dividend						$ 2,129		$ 2,475	$ 4,258	$ 4,949
Goodwill						$ 181,574			$ 181,574		$ 183,908
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]
Total purchase price		$ 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							$ 16,400
Proceeds from sales of business							31,300
Transaction expense							400
Offset amount							7,200
Deferred consideration, cash received							$ 1,500
Discontinued operations, disposed of by sale \| Messaging and NetworkX Businesses \| Series B Preferred Stock
Asset Acquisition [Line Items]
Shares redeemed (in shares)	9,874
Purchase price	$ 10,000
Value of shares redeemed	9,900
Preferred stock dividend	$ 100
Discontinued operations, disposed of by sale \| Messaging and NetworkX Businesses \| Minimum
Asset Acquisition [Line Items]
Period of days following closing date		150 days
Discontinued operations, disposed of by sale \| Messaging and NetworkX Businesses \| Maximum
Asset Acquisition [Line Items]
Period of days following closing date		300 days
Disposed of by sale \| 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
Additional escrow deposit				$ 1,000

Legal Matters	6 Months Ended
Legal Matters	Jun. 30, 2024
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 penalties have been paid in full as of March 31, 2024. Also on June 7, 2022, the SEC filed a civil action against two former members of the Company’s management team (the “defendants”), alleging misconduct arising out of certain of the restated transactions that took place in 2015 and 2016 investigated by the SEC as set forth above. During the three months ended June 30, 2024, the Court entered final judgments in both of these civil actions pursuant to which the defendants agreed to pay civil penalties totaling an aggregate of $145,000 and one defendant agreed to disgorge incentive compensation received during the period of the restated transactions in the amount of $430,741. The Company has indemnified the defendants in these actions for certain costs and expenses, including reasonable attorney’s fees, as of June 30, 2024 the Company has accrued $2.8 million for such remaining claims. 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 $1.2 million. 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 parties are currently engaged in discovery. 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.

Debt - Offering of Senior Notes (Details) - Senior Notes - 8.375% Senior Notes due 2026	Oct. 25, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 28, 2024 note	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Principal amount	$ 18,000,000	$ 120,000,000.0		$ 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		125,000,000.0
Amount issued to underwriters		$ 5,000,000.0
Principal amount redeemed		100.00%
Percentage of debt holders demand full repayment on debt default amount		25.00%
Sales agent compensation, percentage	2.00%
BRPI
Debt Instrument [Line Items]
Number of notes repurchased \| note			787,590
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

Earnings per Common Share (EPS) (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Numerator - Basic:
Net (loss) income from continuing operations	$	(494)	$	(9,218)		$	3,981	$	(17,807)
Net income attributable to redeemable non-controlling interests	5		14			—		28
Preferred stock dividend and gain on repurchase of preferred stock	567		(2,475)			(1,562)		(4,949)
Net income (loss) attributable to Synchronoss from continuing operations	78		(11,679)			2,419		(22,728)

Net income (loss) from discontinued operations	—		700			—		(1,642)
Net income (loss) attributable to Synchronoss	$	78	$	(10,979)		$	2,419	$	(24,370)

Numerator - Diluted:
Net income (loss) attributable to Synchronoss from continuing operations	78		(11,679)			$	2,419	$	(22,728)



Net income (loss) from discontinued operations	—		700			—		(1,642)
Net income (loss) attributable to Synchronoss	$	78	$	(10,979)		$	2,419	$	(24,370)

Denominator:
Weighted average common shares outstanding — basic	10,042		9,685			9,942		9,669
Dilutive effect of:


Shares from assumed conversion of PBCU	300		—			195		—
Options and unvested restricted shares	82		—			128		—
Weighted average common shares outstanding — diluted	$	10,424	$	9,685		$	10,265	$	9,669


Earnings (loss) per share:
Basic EPS:
Net income (loss) from continuing operations	$	0.01	$	(1.21)		$	0.24	$	(2.35)
Net income (loss) from discontinued operations	—		0.08			—		(0.17)
Basic EPS	$	0.01	$	(1.13)		$	0.24	$	(2.52)
Diluted EPS:
Net income (loss) from continuing operations	$	0.01	$	(1.21)		$	0.24	$	(2.35)
Net income (loss) from discontinued operations	—		0.08			—		(0.17)
Diluted EPS	$	0.01	$	(1.13)		$	0.24	$	(2.52)

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

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

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


	June 30, 2024
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Money market accounts1	$	2,000	$	2,000	$	—	$	—


Total assets	$	2,000	$	2,000	$	—	$	—
Liabilities
Performance-based cash units2	$	807	$	—	$	807	$	—

Total liabilities	$	807	$	—	$	807	$	—


	December 31, 2023
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Money market accounts1	$	12,500	$	12,500	$	—	$	—


Total assets	$	12,500	$	12,500	$	—	$	—
Liabilities
Performance-based cash units2,3	$	434	$	—	$	434	$	—

Total liabilities	$	434	$	—	$	434	$	—

________________________________

1 Included in Cash and cash equivalents on the Consolidated Balance Sheets.

2 Included in Accrued expenses on the Consolidated Balance Sheets.

3 For a discussion of performance-based cash units see Note 12. Stock Plans of the Notes to Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q.

Refer to Note 9. Debt of the Notes to Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q for presentation of Fair Value of Debt.

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
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-Paragraph 6A
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6A
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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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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Stock Plans (Tables)

6 Months Ended

Jun. 30, 2024

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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Cost of revenues	$	71	$	73		$	94	$	152
Research and development	360		385			583		856
Selling, general and administrative	814		934			1,678		1,843
Total stock-based compensation expense	$	1,245	$	1,392		$	2,355	$	2,851

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
Stock options	$	132	$	358		$	330	$	780
Restricted stock awards	761		941			1,189		1,620
Performance-based cash units	352		93			836		451

Total stock-based compensation before taxes	$	1,245	$	1,392		$	2,355	$	2,851
Tax benefit	$	272	$	304		$	524	$	616

Capital Structure (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Series A Preferred Stock

A summary of the Company’s Series B Perpetual Non-Convertible Preferred Stock balance at June 30, 2024 and changes during the six months ended June 30, 2024, are presented below:


	Series B Preferred Stock
	Shares	Amount
Balance at December 31, 20231	61	$	58,802






Excise tax on fair value of Series B Preferred stock at repurchase	—	(576)
Repurchase of Series B Preferred stock	(61)	(58,226)
Balance at June 30, 2024	—	$	—

________________________________

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.

Accounts Receivable Securitization Facility (Details) - USD ($)			6 Months Ended
	Jul. 03, 2024	Jun. 23, 2022	Jun. 30, 2024	Jun. 30, 2023
Accounts Receivable, Noncurrent, Past Due [Line Items]
Proceeds from accounts receivable facility			$ 6,000,000	$ 3,500,000
Accounts Receivable Securitization Facility
Accounts Receivable, Noncurrent, Past Due [Line Items]
Accounts receivable securitization facility		$ 15,000,000
Borrowing capacity		$ 15,000,000
Basis spread on variable rate		2.35%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		Hanover Rate
Commitment fee percentage		0.85%
Proceeds from accounts receivable facility			6,000,000.0	$ 3,500,000
Remaining borrowing capacity			5,300,000
Accounts Receivable Securitization Facility \| Subsequent Event
Accounts Receivable, Noncurrent, Past Due [Line Items]
Proceeds from accounts receivable facility	$ 3,000,000.0
Accounts Receivable Securitization Facility \| SN Technologies
Accounts Receivable, Noncurrent, Past Due [Line Items]
Accounts receivable securitization facility			$ 4,900,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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)	10,815,000	10,314,000
Common stock, shares outstanding (in shares)	10,815,000	10,314,000
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	150,000	150,000
Preferred stock, shares issued (in shares)	0	61,000
Preferred stock, shares outstanding (in shares)	0	61,000

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2022		10,137
Beginning balance at Dec. 31, 2022	$ 68,097	$ 1	$ 488,856	$ (44,131)	$ (376,629)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,840		2,840
Issuance of restricted stock (in shares)		312
Preferred stock dividend	(4,949)		(4,949)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(16)
Shares withheld for taxes in connection with issuance of restricted stock	(132)		(132)
Net income (loss)	(19,449)				(19,449)
Non-controlling interest	0		(28)		28
Total other comprehensive loss	4,741			4,741
Ending balance (in shares) at Jun. 30, 2023		10,433
Ending balance at Jun. 30, 2023	51,148	$ 1	486,587	(39,390)	(396,050)
Beginning balance (in shares) at Mar. 31, 2023		10,436
Beginning balance at Mar. 31, 2023	60,575	$ 1	487,681	(39,561)	(387,546)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,526		1,526
Issuance of restricted stock (in shares)		13
Preferred stock dividend	(2,475)		(2,475)
Shares withheld for taxes in connection with issuance of restricted stock (in shares)		(16)
Shares withheld for taxes in connection with issuance of restricted stock	(131)		(131)
Net income (loss)	(8,518)				(8,518)
Non-controlling interest	0		(14)		14
Total other comprehensive loss	171			171
Ending balance (in shares) at Jun. 30, 2023		10,433
Ending balance at Jun. 30, 2023	$ 51,148	$ 1	486,587	(39,390)	(396,050)
Beginning balance (in shares) at Dec. 31, 2023	10,314	10,314
Beginning balance at Dec. 31, 2023	$ 26,632	$ 1	483,527	(25,732)	(431,164)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,982		1,982
Issuance of restricted stock (in shares)		501
Preferred stock dividend	(4,258)		(4,258)
Shares withheld for taxes in connection with issuance of restricted stock	(1)		(1)
Net income (loss)	3,981				3,981
Total other comprehensive loss	(8,275)			(8,275)
Gain on Series B Preferred stock repurchase	2,696		2,696
Gain on Senior Notes repurchase	$ 7,862		7,862
Ending balance (in shares) at Jun. 30, 2024	10,815	10,815
Ending balance at Jun. 30, 2024	$ 30,619	$ 1	491,808	(34,007)	(427,183)
Beginning balance (in shares) at Mar. 31, 2024		10,315
Beginning balance at Mar. 31, 2024	23,958	$ 1	482,492	(31,841)	(426,694)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	893		893
Issuance of restricted stock (in shares)		500
Preferred stock dividend	(2,129)		(2,129)
Shares withheld for taxes in connection with issuance of restricted stock	(1)		(1)
Net income (loss)	(494)				(494)
Non-controlling interest	0		(5)		5
Total other comprehensive loss	(2,166)			(2,166)
Gain on Series B Preferred stock repurchase	2,696		2,696
Gain on Senior Notes repurchase	$ 7,862		7,862
Ending balance (in shares) at Jun. 30, 2024	10,815	10,815
Ending balance at Jun. 30, 2024	$ 30,619	$ 1	$ 491,808	$ (34,007)	$ (427,183)

Divestitures and Discontinued Operations

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Divestitures and Discontinued Operations

Discontinued Operations

Messaging and NetworkX Businesses Sale

On October 31, 2023 (the “Lumine 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 Lumine Closing Date, (ii) an additional $7,200,000 was deposited by Buyer into an escrow account on the Lumine 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 Lumine Closing Date for the initial portion of the net tangible asset reconciliation and 300 days or more following the Lumine 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 Lumine 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 dividends.

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. During the fourth quarter of 2023 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 Company received $31.3 million in cash proceeds from the sale of 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 in the fourth quarter of 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net revenues	$	—	$	18,694	$	—	$	34,417
Costs and expenses:
Cost of revenues1	—		10,294		—		19,715
Research and development	—		1,769		—		3,760
Selling, general and administrative	—		2,619		—		4,962
Restructuring charges	—		—		—		3
Depreciation and amortization	—		2,875		—		6,463
Total costs and expenses	—		17,557		—		34,903
Income (loss) from operations	—		1,137		—		(486)
Interest income	—		—		—		1


Other expense, net	—		(186)		—		(142)

Income (loss) from operations, before taxes	—		951		—		(627)

Provision for income taxes	—		(251)		—		(1,015)
Net income (loss)	$	—	$	700	$	—	$	(1,642)

_____________________________

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

There were no assets and liabilities related to discontinued operations as of June 30, 2024 and December 31, 2023, as all balances were transferred to Lumine Group upon sale.


	Six Months Ended June 30,
	2024		2023
Operating activities:
Depreciation and amortization	$	—	$	6,463
Stock-based compensation	—		513

Investing activities:
Additions to capitalized software	$	—	$	(2,635)

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 “iQmetrix Transaction”). The purchase price is payable as follows: (i) $7.5 million on the iQmetrix closing date of the iQmetrix Transaction, (ii) $0.5 million deposited into an escrow account on the iQmetrix Closing Date, (iii) $1 million paid twelve (12) months from the iQmetrix 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.

Additional Financial Information

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

Additional Financial Information

Other Income (expense), net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Foreign exchange gains (losses)	$	1,220	$	(268)	$	5,021	$	(3,221)



Other1	—		—		10		(22)
Total	$	1,220	$	(268)	$	5,031	$	(3,243)

________________________________

1 Represents an aggregate of individually immaterial transactions.

The non-cash impact of the foreign exchange gains and losses on intercompany payables and receivables is reflected as an adjustment to reconcile the Net income to cash within the Other, net line item in the operating activities, as reported in the Consolidated Statements of Cash Flows.

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Carrying Amounts

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


	June 30, 2024		December 31, 2023
8.375% Senior Notes due 2026
Senior Notes	$	121,387	$	141,077
Unamortized discount and debt issuance cost1	(3,416)		(4,862)
Carrying value of Senior Notes	$	117,971	$	136,215
2024 Term Loan
Term Loan	75,000		—
Unamortized debt issuance cost1	(6,739)		—

Carrying value of Term Loan	68,261		—
Total carrying value of debt	186,232		136,215
Current portion of long-term debt	1,875		—
Long-term debt, net of current portion	$	184,357	$	136,215

________________________________

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

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments


	Balance at June 30, 2024
			Fair Value
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total



Total debt	$	186,232	$	—	$	174,888	$	—	$	174,888


	Balance at December 31, 2023
			Fair Value
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total



Total debt	$	136,215	$	—	$	107,557	$	—	$	107,557

Schedule of Interest Expense

The following table summarizes the Company’s interest expense:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023			2024		2023
2021 8.375% Senior Notes due 2026:
Amortization of debt issuance costs	$	418	$	378		$	826	$	748
Interest on borrowings	2,954		2,954			5,908		5,908
Amortization of debt discount	26		24			52		47
2024 Term Loan:
Amortization of debt issuance costs	10		—			10		—

Interest on borrowings	45		—			45		—

Other1	33		105			162		212
Total	$	3,486	$	3,461		$	7,003	$	6,915

________________________________

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

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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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+ Details

Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract asset, balance	$ 100	$ 1,200
Changes In Contract Liabilities [Roll Forward]
Balance at December 31, 2023	1,095
Revenue recognized in the period	(86,353)
Amounts billed but not initially recognized as revenue	86,317
Balance at June 30, 2024	1,059
Deferred revenue	$ 1,000

Leases

6 Months Ended

Jun. 30, 2024

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 Right of Use (“ROU”) assets and lease liabilities:


	June 30, 2024		December 31, 2023
Operating lease assets:
Non-current operating lease ROU assets	$	10,702	$	14,791
Finance lease assets:
Equipment, net	887		1,094



Operating lease liabilities:
Lease liabilities, current1	6,055		5,838
Lease liabilities, non-current	19,868		23,037
Total operating lease liabilities	$	25,923	$	28,875

Finance lease liabilities:
Lease liabilities, current	536		562
Lease liabilities, non-current	387		556
Total finance lease liabilities	$	923	$	1,118

________________________________

1 Amounts are included in Accrued expenses on the Consolidated Balance Sheets.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance leases:
Interest expense	$	23	$	19	$	51	$	35
Depreciation expense	147		146		314		260
Total finance leases	$	170	$	165	$	365	$	295

Operating leases:
Operating lease cost1	$	1,397	$	1,509	$	2,821	$	3,042
Other lease costs and income:
Variable lease costs1	169		428		310		723
ROU assets impairments, net1,2	2,278		2,078		2,278		2,075
Sublease income1	(291)		(822)		(1,310)		(1,538)
Total operating leases	3,553		3,193		4,099		4,302
Total net lease cost	$	3,723	$	3,358	$	4,464	$	4,597

________________________________

2 Reflects impairments recorded for Bethlehem, Pennsylvania and Bangalore, India office locations in the current and prior periods, respectively.


	Operating Leases		Finance Leases
2024	$	3,933	$	309
2025	7,868		478
2026	7,851		211
2027	6,207		—
2028	4,275		—

Total future lease payments	30,134		998
Less: amount representing interest	(4,211)		(75)
Present value of future lease payments (lease liability)	$	25,923	$	923

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


	June 30, 2024	December 31, 2023
Weighted-average remaining lease term (years), weighted based on lease liability balances:
Finance leases	1.91	2.19

Operating leases	3.93	4.40

Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance leases	9.6%	9.3%
Operating leases	8.0%	8.0%

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases	$	162	$	152	$	348	$	286
Operating leases	1,963		2,009		$	3,924	$	4,006

Lease liabilities arising from obtaining right-of-use assets:
Finance leases	$	—	$	64	$	105	$	358
Operating leases	—		—		—		—

Debt - Carrying Amounts (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2021
Debt Instrument [Line Items]
Total carrying value of debt	$ 186,232	$ 136,215
Current portion of long-term debt	1,875	0
Long-term debt, net of current portion	184,357	136,215
8.375% Senior Notes due 2026 \| Senior Notes
Debt Instrument [Line Items]
Interest rate, as a percent			8.375%
Long-term debt, gross	121,387	141,077
Unamortized discount and debt issuance cost	(3,416)	(4,862)
Total carrying value of debt	117,971	136,215
2024 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	75,000	0
Unamortized discount and debt issuance cost	(6,739)	0
Total carrying value of debt	$ 68,261	$ 0

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recognized an income tax expense of approximately $2.7 million and $0.5 million during the three months ended June 30, 2024 and 2023, respectively. The Company recognized an income tax expense of approximately $3.3 million and $0.8 million during the six months ended June 30, 2024 and 2023, respectively. The effective tax rate was approximately 45.4% for the six months ended June 30, 2024, which was higher than the U.S. federal statutory rate primarily due to the impact of permanent adjustments, most notably Global Intangible Low-Taxed Income, partially offset by foreign tax rate differential and adjustments to valuation allowances associated with current year activity. The Company’s projection of U.S. current income tax expense for the period is driven by the impact of Global Intangible Low-Taxed Income and enacted Internal Revenue Code Section 174 rules that require the Company to capitalize and amortize qualifying research and development expenses and by operating income generated in certain foreign jurisdictions. The Company’s effective tax rate was approximately (4.9)% for the six months ended June 30, 2023, which was lower than the U.S. federal statutory rate due to pre-tax losses in jurisdictions where full valuation allowances have been recorded, foreign tax rate differential and certain jurisdictions projecting current income tax expense. The Company continues to consider all available evidence, including historical profitability and projections of future taxable income together with new evidence, both positive and negative, that could affect the view of the future realization of deferred tax assets. As a result of this analysis, the Company continues to maintain a valuation allowance against the net deferred tax assets of the U.S. and most foreign jurisdictions as the realization of these assets is not more likely than not, given the uncertainty of future earnings in these jurisdictions. Unrecognized tax benefits associated with uncertain tax positions are $4.4 million at June 30, 2024. We are not able to reasonably estimate when we would make any cash payments required to settle these liabilities, but we do not believe that the ultimate settlement of our obligations will materially affect our liquidity. We do not expect that the balance of unrecognized tax benefits will significantly increase or decrease over the next twelve months. 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 the receipt of the associated refunds would materially improve its financial position, the Company does not believe that the results of this audit will have a material effect on its results of operations. The Pillar Two Global Anti-Base Erosion rules issued by the Organization for Economic Co-operation and Development ("OECD"), a global policy forum, introduced a global minimum tax of 15% which would apply to multinational groups with consolidated financial statement revenue in excess of EUR 750 million. Nearly all OECD member jurisdictions have agreed in principle to adopt these provisions and numerous jurisdictions, including jurisdictions where the Company operates, have enacted these rules effective January 1, 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: 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 12: 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 13: 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 14: 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

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finance leases:
Interest expense	$ 23	$ 19	$ 51	$ 35
Depreciation expense	147	146	314	260
Total finance leases	170	165	365	295
Operating leases:
Operating lease cost	1,397	1,509	2,821	3,042
Other lease costs and income:
Variable lease costs	169	428	310	723
ROU assets impairments, net	2,278	2,078	2,278	2,075
Sublease income	(291)	(822)	(1,310)	(1,538)
Total operating leases	3,553	3,193	4,099	4,302
Total net lease cost	$ 3,723	$ 3,358	$ 4,464	$ 4,597

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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

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


	June 30, 2024
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Money market accounts1	$	2,000	$	2,000	$	—	$	—


Total assets	$	2,000	$	2,000	$	—	$	—
Liabilities
Performance-based cash units2	$	807	$	—	$	807	$	—

Total liabilities	$	807	$	—	$	807	$	—


	December 31, 2023
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Money market accounts1	$	12,500	$	12,500	$	—	$	—


Total assets	$	12,500	$	12,500	$	—	$	—
Liabilities
Performance-based cash units2,3	$	434	$	—	$	434	$	—

Total liabilities	$	434	$	—	$	434	$	—

________________________________

1 Included in Cash and cash equivalents on the Consolidated Balance Sheets.

2 Included in Accrued expenses on the Consolidated Balance Sheets.

3 For a discussion of performance-based cash units see Note 12. Stock Plans of the Notes to Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q.

Revenue - Remaining Performance Obligations (Details) $ in Millions	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 197.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percent	66.60%
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended June 30, 2024								Three Months Ended June 30, 2023
	Cloud		NetworkX		Messaging2		Total		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	40,252	$	—	$	62	$	40,314	$	37,546	$	424	$	158	$	38,128
APAC	1,605		—		—		1,605		1,147		—		—		1,147
EMEA	1,539		—		—		1,539		1,744		—		—		1,744
Total	$	43,396	$	—	$	62	$	43,458	$	40,437	$	424	$	158	$	41,019

Service Line:
Professional Services	$	4,089	$	—	$	—	$	4,089	$	4,369	$	—	$	(51)	$	4,318
Transaction Services	—		—		—		—		58		—		—		58
Subscription Services	39,307		—		13		39,320		36,010		424		209		36,643
License	—		—		49		49		—		—		—		—
Total	$	43,396	$	—	$	62	$	43,458	$	40,437	$	424	$	158	$	41,019


	Six Months Ended June 30, 2024								Six Months Ended June 30, 2023
	Cloud		NetworkX		Messaging2		Total		Cloud		NetworkX1		Messaging2		Total
Geography:
Americas	$	79,831	$	—	$	124	$	79,955	$	74,960	$	818	$	671	$	76,449
APAC	3,153		—		—		3,153		2,794		—		—		2,794
EMEA	3,315		—		—		3,315		3,761		—		—		3,761
Total	$	86,299	$	—	$	124	$	86,423	$	81,515	$	818	$	671	$	83,004

Service Line:
Professional Services	$	7,862	$	—	$	—	$	7,862	$	9,030	$	—	$	(51)	$	8,979
Transaction Services	—		—		—		—		185		—		—		185
Subscription Services	78,437		—		26		78,463		71,896		818		722		73,436
License	—		—		98		98		404		—		—		404
Total	$	86,299	$	—	$	124	$	86,423	$	81,515	$	818	$	671	$	83,004

_____________________________

1 Includes revenue recognized in prior periods associated with residual NetworkX contracts not included in the Asset Purchase Agreement with Lumine Group.

2 Includes revenue recognized in the current and prior periods associated with residual Messaging contracts not included in the Asset Purchase Agreement with Lumine Group.

Schedule of Significant Changes in the Contract Liabilities Balance

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


	Contract Liabilities1
Balance at December 31, 2023	$	1,095
Revenue recognized in the period	(86,353)
Amounts billed but not initially recognized as revenue	86,317


Balance at June 30, 2024	$	1,059

________________________________

1 Comprised of Deferred Revenue. $1.0 million of revenue recognized in the period was included in the contract liability balance at the beginning of the period.

Description of Business	6 Months Ended
Description of Business	Jun. 30, 2024
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 software and services 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) had powered mobile messaging and mailboxes for hundreds of millions of telecommunication subscribers. Our Advanced Messaging platform had been a powerful, secure, intelligent, white label messaging platform that expanded capabilities for communications service provider and multi-service providers to offer P2P messaging via Rich Communications Services (“RCS”). Our Mobile Messaging Platform (“MMP”) provided 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 had provided operators with the tools and software to design their physical network, streamlined their infrastructure purchases, and managed and optimized comprehensive network expenses for leading top tier carriers around the globe. 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 represented 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 income (loss) from discontinued operations, before taxes in the Consolidated Statements of Operations for prior periods presented. There were no assets and liabilities related to discontinued operations as of June 30, 2024 and December 31, 2023, as all balances were transferred to Lumine Group upon sale. 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 1 of this Form 10-Q.

Accumulated Other Comprehensive (Loss) / Income (Tables)

6 Months Ended

Jun. 30, 2024

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 six months ended June 30, 2024 were as follows:


	Balance at December 31, 2023		Other comprehensive loss		Tax effect		Balance at June 30, 2024
Foreign currency	$	(22,212)	$	(8,275)	$	—	$	(30,487)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(25,732)	$	(8,275)	$	—	$	(34,007)

Accumulated Other Comprehensive (Loss) / Income

6 Months Ended

Jun. 30, 2024

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

Accumulated Other Comprehensive (Loss) / Income

The changes in accumulated other comprehensive (loss) income during the six months ended June 30, 2024 were as follows:


	Balance at December 31, 2023		Other comprehensive loss		Tax effect		Balance at June 30, 2024
Foreign currency	$	(22,212)	$	(8,275)	$	—	$	(30,487)
Unrealized loss on intercompany foreign currency transactions	(3,520)		—		—		(3,520)

Total	$	(25,732)	$	(8,275)	$	—	$	(34,007)

Stock Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 1,245	$ 1,392	$ 2,355	$ 2,851
Tax benefit	272	304	524	616
Stock options
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	132	358	330	780
Restricted stock awards
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	761	941	1,189	1,620
Performance-based cash units
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	352	93	836	451
Cost of revenues
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	71	73	94	152
Research and development
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	360	385	583	856
Selling, general and administrative
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Total stock-based compensation expense	$ 814	$ 934	$ 1,678	$ 1,843

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 836	$ 748
Amortization of debt discount			52	47
Other	$ 33	$ 105	162	212
Total	3,486	3,461	7,003	6,915
2024 Term Loan
Debt Instrument [Line Items]
Amortization of debt issuance costs	10	0	10	0
Interest on borrowings	45	0	45	0
Senior Notes \| 8.375% Senior Notes due 2026
Debt Instrument [Line Items]
Amortization of debt issuance costs	418	378	826	748
Interest on borrowings	2,954	2,954	5,908	5,908
Amortization of debt discount	$ 26	$ 24	$ 52	$ 47

- 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 - Assets and Liabilities Held and their Related Classifications Under the Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Money market accounts	$ 2,000	$ 12,500
Total assets	2,000	12,500
Liabilities
Performance-based cash units	807	434
Total liabilities	807	434
(Level 1)
Assets
Money market accounts	2,000	12,500
Total assets	2,000	12,500
Liabilities
Performance-based cash units	0	0
Total liabilities	0	0
(Level 2)
Assets
Money market accounts	0	0
Total assets	0	0
Liabilities
Performance-based cash units	807	434
Total liabilities	807	434
(Level 3)
Assets
Money market accounts	0	0
Total assets	0	0
Liabilities
Performance-based cash units	0	0
Total liabilities	$ 0	$ 0

Additional Financial Information (Tables)

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

Schedule of Components of Other Income (expense), Net

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Foreign exchange gains (losses)	$	1,220	$	(268)	$	5,021	$	(3,221)



Other1	—		—		10		(22)
Total	$	1,220	$	(268)	$	5,031	$	(3,243)

________________________________

1 Represents an aggregate of individually immaterial transactions.

Basis of Presentation and Consolidation (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recently Issued Accounting Standards

Standards issued not yet adopted

Standard

Description

Effect on the financial statements

Update 2024-01 - Compensation—Stock Compensation
(Topic 718) - Scope Application of Profits Interest and Similar Awards

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 2023-09 - 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, 2025

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Income Statement [Abstract]

Net revenues

$ 43,458

$ 41,019

$ 86,423

$ 83,004

Costs and expenses:

Cost of revenues

^[1]

10,401

11,488

20,624

22,448

Research and development

11,896

13,274

22,227

26,018

Selling, general and administrative

12,788

17,256

26,045

33,222

Restructuring charges

267

363

Depreciation and amortization

4,028

4,064

8,387

7,996

Total costs and expenses

39,161

46,103

77,550

90,047

Income (loss) from operations

4,297

(5,084)

8,873

(7,043)

Interest income

183

127

391

221

Interest expense

(3,486)

(3,461)

(7,003)

(6,915)

Other income (expense), net

1,220

(268)

5,031

(3,243)

Income (loss) from continuing operations, before taxes

2,214

(8,686)

7,292

(16,980)

Provision for income taxes

(2,708)

(532)

(3,311)

(827)

Net (loss) income from continuing operations

(494)

(9,218)

3,981

(17,807)

Discontinued operations (Note 4):

Income (loss) from discontinued operations, before taxes

951

(627)

Provision for income taxes

(251)

(1,015)

Net income (loss) from discontinued operations

700

(1,642)

Net (loss) income:

(494)

(8,518)

3,981

(19,449)

Net income attributable to redeemable non-controlling interests

Preferred stock dividend and gain on repurchase of preferred stock

567

(2,475)

(1,562)

(4,949)

Net income (loss) attributable to Synchronoss

$ 78

$ (10,979)

$ 2,419

$ (24,370)

Basic:

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

$ 0.01

$ (1.21)

$ 0.24

$ (2.35)

Net loss from discontinued operations (in dollars per share)

0.08

(0.17)

Basic (in dollars per share)

0.01

(1.13)

0.24

(2.52)

Diluted:

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

0.01

(1.21)

0.24

(2.35)

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

0.08

(0.17)

Diluted (in dollars per share)

$ 0.01

$ (1.13)

$ 0.24

$ (2.52)

Weighted-average common shares outstanding:

Basic (in shares)

10,042

9,685

9,942

9,669

Diluted (in shares)

10,424

9,685

10,265

9,669

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

Divestitures and Discontinued Operations - Schedule of Net Income From Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Costs and expenses:
Income (loss) from operations, before taxes	$ 0	$ 951	$ 0	$ (627)
Provision for income taxes	0	(251)	0	(1,015)
Discontinued operations, net of taxes	0	700	0	(1,642)
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	0	18,694	0	34,417
Costs and expenses:
Cost of services	0	10,294	0	19,715
Research and development	0	1,769	0	3,760
Selling, general and administrative	0	2,619	0	4,962
Restructuring charges	0	0	0	3
Depreciation and amortization	0	2,875	0	6,463
Total costs and expenses	0	17,557	0	34,903
Income (loss) from operations	0	1,137	0	(486)
Interest income	0	0	0	1
Other expense, net	0	(186)	0	(142)
Income (loss) from operations, before taxes	0	951	0	(627)
Provision for income taxes	0	(251)	0	(1,015)
Discontinued operations, net of taxes	$ 0	$ 700	$ 0	$ (1,642)

Stock Plans - Additional Information (Details) $ / shares in Units, $ in Thousands		6 Months Ended
	Jun. 05, 2024 shares	Jun. 30, 2024 USD ($) compensation_plan $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 08, 2023 $ / shares shares	Dec. 04, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		16,666,667	16,667,000	16,666,667	16,666,667
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)					10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Number of plans \| compensation_plan		2
Liability, accrued expenses, non-vested \| $		$ 807	$ 434
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense \| $		$ 5,900
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized		2 years 2 months 12 days
Performance-based cash units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation cost related to non-vested equity awards not yet recognized as an expense \| $		$ 4,400
Weighted-average period over which stock-based compensation cost related to non-vested equity awards is expected to be recognized		1 year 9 months 18 days
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)	1,053,000
Number of shares authorized (in shares)		5,741,576
Number of shares available for grant (in shares)		1,100,000
Liability, accrued expenses, non-vested \| $		$ 800
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
Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.0001
Series B Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, shares authorized (in shares)		150,000		150,000

Leases - Weighted Average Lease Term and Rates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Weighted-average remaining lease term (years), weighted based on lease liability balances:
Finance leases	1 year 10 months 28 days		1 year 10 months 28 days		2 years 2 months 8 days
Operating leases	3 years 11 months 4 days		3 years 11 months 4 days		4 years 4 months 24 days
Weighted-average discount rate (percentages), weighted based on the remaining balance of lease payments:
Finance leases	9.60%		9.60%		9.30%
Operating leases	8.00%		8.00%		8.00%
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases	$ 162	$ 152	$ 348	$ 286
Operating leases	1,963	2,009	3,924	4,006
Lease liabilities arising from obtaining right-of-use assets:
Finance leases	0	64	105	358
Operating leases	$ 0	$ 0	$ 0	$ 0

Leases - Operating/Financing Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating lease assets:
Non-current operating lease ROU assets	$ 10,702	$ 14,791
Finance lease assets:
Equipment, net	$ 887	$ 1,094
Operating lease liabilities:
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses	Accrued expenses
Lease liabilities, current	$ 6,055	$ 5,838
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Leases, non-current	Leases, non-current
Lease liabilities, non-current	$ 19,868	$ 23,037
Total operating lease liabilities	$ 25,923	$ 28,875
Finance lease liabilities:
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Lease liabilities, current	$ 536	$ 562
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Leases, non-current	Leases, non-current
Lease liabilities, non-current	$ 387	$ 556
Total finance lease liabilities	$ 923	$ 1,118