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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-1594540
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 Crossing Boulevard, 8th
Floor
Bridgewater, New Jersey
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08807
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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x
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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☐
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Emerging growth company
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☐
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Class
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Outstanding at August 06, 2018
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Common stock, $0.0001 par value
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42,629,469
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PAGE NO.
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June 30, 2018
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December 31, 2017
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||||
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||||
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ASSETS
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|||||||
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Current assets:
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Cash and cash equivalents
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$
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222,785
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$
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156,299
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Restricted cash**
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3,480
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89,826
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Marketable securities
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5,411
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3,111
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Accounts receivable, net of allowances of $3,992 and $3,107 at June 30, 2018 and December 31, 2017, respectively
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51,439
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78,186
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Prepaid expenses and other current assets
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57,387
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43,557
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Total current assets
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340,502
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370,979
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Marketable securities
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9,021
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—
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Property and equipment, net
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89,310
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111,825
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Goodwill
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233,298
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237,303
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Intangible assets, net
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128,164
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132,167
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Other assets
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13,090
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5,236
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Note receivable from related party**
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84,314
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73,984
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||
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Equity method investment
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30,412
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|
33,917
|
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||
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Total assets
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$
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928,111
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$
|
965,411
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||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||
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Current liabilities:
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||||
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Accounts payable
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13,924
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5,959
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Accrued expenses
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54,540
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72,739
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Deferred revenues, current
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31,391
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75,829
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Mandatorily redeemable financial instrument
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—
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37,959
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Total current liabilities
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99,855
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192,486
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Lease financing obligation
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10,319
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11,183
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Convertible debt, net of debt issuance costs
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228,410
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227,704
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Deferred tax liabilities
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12,472
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13,735
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Deferred revenues, non-current
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39,475
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25,241
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Other liabilities
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15,390
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6,195
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Commitments and contingencies (Note 12)
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Redeemable noncontrolling interest
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12,500
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25,280
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Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 188 shares issued and outstanding at June 30, 2018
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168,945
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—
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Stockholders’ equity:
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||||
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Common stock, $0.0001 par value; 100,000 shares authorized, 49,439 and 52,024 shares issued; 42,277 and 46,965 outstanding at June 30, 2018 and December 31, 2017, respectively
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5
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5
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Treasury stock, at cost (7,162 and 5,059 shares at June 30, 2018 and December 31, 2017, respectively)
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(82,084
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)
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(105,584
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)
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Additional paid-in capital
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554,218
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597,553
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Accumulated other comprehensive loss
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(28,938
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)
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(23,373
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)
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Accumulated deficit
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(102,456
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)
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(5,014
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)
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Total stockholders’ equity
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340,745
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463,587
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Total liabilities and stockholders’ equity
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$
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928,111
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$
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965,411
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**
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See
Note 5 -Investments in Affiliates and Related Transactions
for related party transactions reflected in this account.
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2018
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2017
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2018
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2017
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||||||||
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Net revenues
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$
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76,742
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$
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118,990
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$
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160,451
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$
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205,087
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Costs and expenses:
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||||||||
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Cost of revenues*
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39,525
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47,755
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84,074
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93,810
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||||
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Research and development
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20,200
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20,819
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41,105
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46,308
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||||
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Selling, general and administrative
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33,938
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29,353
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72,048
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68,168
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||||
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Restructuring charges
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2,778
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6,405
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3,886
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9,403
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||||
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Depreciation and amortization
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23,401
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23,552
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46,672
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47,639
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||||
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Total costs and expenses
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119,842
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127,884
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247,785
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265,328
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||||
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Loss from continuing operations
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|
(43,100
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)
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(8,894
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)
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|
(87,334
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)
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(60,241
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)
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||||
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Interest income
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|
3,763
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3,026
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7,315
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5,883
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|
||||
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Interest expense
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(1,318
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)
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(11,844
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)
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(2,565
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)
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(22,461
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)
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||||
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Other (expense) income, net
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(23
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)
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(1,556
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)
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4,259
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2,630
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||||
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Equity method investment (loss) income
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|
(7
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)
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|
233
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|
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(212
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)
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|
981
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|
||||
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Loss from continuing operations, before taxes
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|
(40,685
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)
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(19,035
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)
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(78,537
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)
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(73,208
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)
|
||||
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(Provision) benefit for income taxes
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|
(579
|
)
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|
(3,573
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)
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(704
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)
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|
5,148
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|
||||
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Net loss from continuing operations
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|
(41,264
|
)
|
|
(22,608
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)
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|
(79,241
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)
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|
(68,060
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)
|
||||
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Net loss from discontinued operations, net of tax**
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|
—
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|
|
(6,775
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)
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|
—
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(22,909
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)
|
||||
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Net loss
|
|
(41,264
|
)
|
|
(29,383
|
)
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|
(79,241
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)
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|
(90,969
|
)
|
||||
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Net loss attributable to redeemable noncontrolling interests
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|
1,259
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|
|
2,815
|
|
|
2,544
|
|
|
5,704
|
|
||||
|
Preferred stock dividend
|
|
(7,260
|
)
|
|
—
|
|
|
(10,613
|
)
|
|
—
|
|
||||
|
Net loss attributable to Synchronoss
|
|
$
|
(47,265
|
)
|
|
$
|
(26,568
|
)
|
|
$
|
(87,310
|
)
|
|
$
|
(85,265
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic:
|
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
|
$
|
(1.20
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.40
|
)
|
|
Discontinued operations**
|
|
—
|
|
|
(0.16
|
)
|
|
—
|
|
|
(0.52
|
)
|
||||
|
|
|
$
|
(1.20
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.92
|
)
|
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
|
$
|
(1.20
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.40
|
)
|
|
Discontinued operations**
|
|
—
|
|
|
(0.16
|
)
|
|
—
|
|
|
(0.52
|
)
|
||||
|
|
|
$
|
(1.20
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.92
|
)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
39,456
|
|
|
44,618
|
|
|
40,812
|
|
|
44,416
|
|
||||
|
Diluted
|
|
39,456
|
|
|
44,618
|
|
|
40,812
|
|
|
44,416
|
|
||||
|
*
|
Cost of revenues excludes depreciation and amortization which is shown separately.
|
|
**
|
See
Note 3 - Acquisitions and Divestitures
for transactions classified as discontinued operations.
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|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Net loss
|
$
|
(41,264
|
)
|
|
$
|
(29,383
|
)
|
|
$
|
(79,241
|
)
|
|
$
|
(90,969
|
)
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
(7,857
|
)
|
|
9,064
|
|
|
(4,985
|
)
|
|
12,724
|
|
||||
|
Unrealized (loss) gain on available for sale securities
|
(28
|
)
|
|
10
|
|
|
(49
|
)
|
|
18
|
|
||||
|
Net (loss) income on intra-entity foreign currency transactions
|
(1,360
|
)
|
|
1,160
|
|
|
(531
|
)
|
|
1,353
|
|
||||
|
Total other comprehensive (loss) income
|
(9,245
|
)
|
|
10,234
|
|
|
(5,565
|
)
|
|
14,095
|
|
||||
|
Comprehensive loss
|
(50,509
|
)
|
|
(19,149
|
)
|
|
(84,806
|
)
|
|
(76,874
|
)
|
||||
|
Comprehensive loss attributable to redeemable noncontrolling interests
|
1,259
|
|
|
2,815
|
|
|
2,544
|
|
|
5,704
|
|
||||
|
Comprehensive loss attributable to Synchronoss
|
$
|
(49,250
|
)
|
|
$
|
(16,334
|
)
|
|
$
|
(82,262
|
)
|
|
$
|
(71,170
|
)
|
|
|
Six months ended June 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Operating activities:
|
|
|
|
||||
|
Net loss from continuing operations
|
$
|
(79,241
|
)
|
|
$
|
(68,060
|
)
|
|
Net loss from discontinued operations**
|
—
|
|
|
(22,909
|
)
|
||
|
|
|
|
|
||||
|
Adjustments to reconcile Net Loss to net cash used in operating activities:
|
|
|
|
||||
|
Depreciation and amortization expense
|
46,672
|
|
|
47,639
|
|
||
|
Change in fair value of financial instruments
|
(3,849
|
)
|
|
—
|
|
||
|
Amortization of debt issuance costs
|
706
|
|
|
3,147
|
|
||
|
Accrued PIK interest
|
(7,037
|
)
|
|
(5,643
|
)
|
||
|
Loss (earnings) from equity method investments
|
212
|
|
|
(981
|
)
|
||
|
Gain on disposals
|
—
|
|
|
(4,947
|
)
|
||
|
Discontinued operations non-cash and working capital adjustments**
|
—
|
|
|
59,278
|
|
||
|
Amortization of bond premium
|
44
|
|
|
177
|
|
||
|
Deferred income taxes
|
(1,223
|
)
|
|
(13,304
|
)
|
||
|
Non-cash interest on leased facility
|
547
|
|
|
533
|
|
||
|
Stock-based compensation
|
14,824
|
|
|
10,749
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts receivable, net of allowance for doubtful accounts
|
29,334
|
|
|
623
|
|
||
|
Prepaid expenses and other current assets
|
(13,415
|
)
|
|
(14,869
|
)
|
||
|
Other assets
|
1,260
|
|
|
2,351
|
|
||
|
Accounts payable
|
8,109
|
|
|
(9,847
|
)
|
||
|
Accrued expenses
|
(24,685
|
)
|
|
(18,746
|
)
|
||
|
Other liabilities
|
632
|
|
|
(31
|
)
|
||
|
Lease obligation interest payment
|
(483
|
)
|
|
—
|
|
||
|
Deferred revenues
|
(43,788
|
)
|
|
14,539
|
|
||
|
Net cash used in operating activities
|
(71,381
|
)
|
|
(20,301
|
)
|
||
|
|
|
|
|
||||
|
Investing activities:
|
|
|
|
||||
|
Purchases of fixed assets
|
(3,820
|
)
|
|
(5,235
|
)
|
||
|
Purchases of intangible assets and capitalized software
|
(8,201
|
)
|
|
(5,300
|
)
|
||
|
Proceeds from the sale of SpeechCycle
|
—
|
|
|
13,500
|
|
||
|
Purchases of marketable securities available for sale
|
(13,383
|
)
|
|
(219
|
)
|
||
|
Maturity of marketable securities available for sale
|
1,970
|
|
|
7,191
|
|
||
|
Equity investment
|
—
|
|
|
608
|
|
||
|
Investing in discontinued operations**
|
—
|
|
|
(7,213
|
)
|
||
|
Investment in note receivable
|
—
|
|
|
(6,187
|
)
|
||
|
Business acquired, net of cash
|
(9,798
|
)
|
|
(815,008
|
)
|
||
|
Net cash used in investing activities
|
(33,232
|
)
|
|
(817,863
|
)
|
||
|
Financing activities:
|
|
|
|
||||
|
Share-based compensation-related proceeds, net of taxes paid on withholding shares
|
—
|
|
|
2,460
|
|
||
|
Debt issuance costs related to the Credit Facility
|
—
|
|
|
(3,692
|
)
|
||
|
Debt issuance costs related to long term debt
|
—
|
|
|
(19,887
|
)
|
||
|
Proceeds from issuance of long term debt
|
—
|
|
|
900,000
|
|
||
|
Repayment of long term debt
|
—
|
|
|
(2,250
|
)
|
||
|
Repayment of revolving line of credit
|
—
|
|
|
(29,000
|
)
|
||
|
Proceeds from the sale of treasury stock in connection with an employee stock purchase plan
|
—
|
|
|
1,047
|
|
||
|
Proceeds from issuance of preferred stock
|
86,220
|
|
|
—
|
|
||
|
Payments on capital obligations
|
(718
|
)
|
|
(1,359
|
)
|
||
|
Net cash provided by financing activities
|
85,502
|
|
|
847,319
|
|
||
|
Effect of exchange rate changes on cash
|
(749
|
)
|
|
2,550
|
|
||
|
Net decrease in cash, restricted cash and cash equivalents
|
(19,860
|
)
|
|
11,705
|
|
||
|
Cash, restricted cash and cash equivalents, beginning of period
|
246,125
|
|
|
211,433
|
|
||
|
Cash, restricted cash and cash equivalents, end of period
|
$
|
226,265
|
|
|
$
|
223,138
|
|
|
|
|
|
|
||||
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
||||
|
Issuance of common stock in connection with Intralinks acquisition
|
$
|
—
|
|
|
$
|
4,700
|
|
|
|
|
|
|
||||
|
Cash and cash equivalents per the Consolidated Balance Sheets
|
$
|
222,785
|
|
|
$
|
216,558
|
|
|
Restricted cash per the Consolidated Balance Sheets
|
3,480
|
|
|
6,580
|
|
||
|
Total cash, cash equivalents and restricted cash
|
$
|
226,265
|
|
|
$
|
223,138
|
|
|
**
|
See
Note 3 - Acquisitions and Divestitures
for transactions classified as discontinued operations.
|
|
Standard
|
|
Description
|
|
Effect on the financial statements
|
|
Accounting Standards Update (“ASU”) 2017-09 Stock Compensation (Topic 718), Scope of Modification
|
|
In May 2017, the Financial Accounting Standards Board (“FASB”) issued guidance which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The guidance also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. ASU 2017-09 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued. ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date.
|
|
This ASU did not have a material effect on the Company’s condensed consolidated financial statements.
|
|
Date of adoption: January 1, 2018.
|
|
|
|
|
|
Standard
|
|
Description
|
|
Effect on the financial statements
|
|
ASU 2017-09 Stock Compensation (Topic 718), Scope of Modification
|
|
In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for the Company in its first quarter of fiscal 2019, and earlier adoption is not permitted except for certain provisions.
|
|
The Company does not expect that the pending adoption of this ASU will have a material effect on its condensed consolidated financial statements.
|
|
Date of adoption: January 1, 2019.
|
|
|
|
|
|
ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
|
In June 2016, the FASB issued ASU 2016-13 which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The ASU is effective for public companies in annual periods beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted beginning after December 15, 2018 and interim periods within those years.
|
|
The Company is currently evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements.
|
|
Date of adoption: January 1, 2020.
|
|
|
|
|
|
ASU 2016-02 Leases (Topic 842)
|
|
In February 2016, the FASB issued ASU 2016-02 which requires lessees to recognize, for all leases of 12 months or more, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature of an entity’s leasing activities. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach.
|
|
The Company is in the process of evaluating the effect of the new guidance on its condensed consolidated financial statements and disclosures.This guidance may be adopted using a modified retrospective approach. The Company is in the process of forming a project team to evaluate and implement this guidance and is reviewing its practical expedient elections.
|
|
Date of adoption: January 1, 2019.
|
|
|
|
|
|
Performance Obligation
|
|
When Performance Obligation is Typically Satisfied
|
|
When Payment is Typically Due
|
|
How Standalone Selling Price is Typically Estimated
|
|
Software License
|
|
|
|
|
|
|
|
Software License
|
|
Upon shipment or made available for download (point in time)
|
|
Within 90 days of delivery
|
|
Observable transactions or residual approach when prices are highly variable or uncertain
|
|
Software License with significant customization
|
|
Over the performance of the customization and installation of the software (over time)
|
|
Within 90 days of services
being performed
|
|
Residual approach
|
|
Hosting Services
|
|
As hosting services are provided (over time)
|
|
Within 90 days of services
being provided
|
|
Estimated using a cost-plus margin approach
|
|
Professional Services
|
|
|
|
|
|
|
|
Consulting
|
|
As work is performed (over time)
|
|
Within 90 days of services
being performed
|
|
Observable transactions
|
|
Customization
|
|
SaaS: Over the remaining term of the SaaS agreement
License: Over the performance of the customization and installation of the software (over time)
|
|
Within 90 days of services
being performed
|
|
Observable transactions
|
|
Transaction Services
|
|
As transaction is processed (over time)
|
|
Within 90 days of transaction
|
|
Observable transactions
|
|
Subscription Services
|
|
|
|
|
|
|
|
Customer Support
|
|
Ratably over the course of the support contract
(over time)
|
|
At the beginning of the
contract period
|
|
Observable transactions
|
|
SaaS
|
|
Over the course of the SaaS service once the system is available for use
(over time)
|
|
Within 90 days of services
being performed
|
|
Estimated using a cost-plus margin approach
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
|
Cloud
|
|
Digital
|
|
Messaging
|
|
Total
|
||||||||
|
Geography
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
36,563
|
|
|
$
|
20,172
|
|
|
$
|
2,260
|
|
|
$
|
58,995
|
|
|
APAC
|
—
|
|
|
931
|
|
|
9,717
|
|
|
10,648
|
|
||||
|
EMEA
|
2,157
|
|
|
1,083
|
|
|
3,859
|
|
|
7,099
|
|
||||
|
Total
|
$
|
38,720
|
|
|
$
|
22,186
|
|
|
$
|
15,836
|
|
|
$
|
76,742
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Service Line
|
|
|
|
|
|
|
|
||||||||
|
Professional Services
|
$
|
3,576
|
|
|
$
|
4,294
|
|
|
$
|
1,831
|
|
|
$
|
9,701
|
|
|
Transaction Services
|
2,442
|
|
|
2,116
|
|
|
—
|
|
|
4,558
|
|
||||
|
Subscription Services
|
32,666
|
|
|
14,454
|
|
|
6,954
|
|
|
54,074
|
|
||||
|
License
|
36
|
|
|
1,322
|
|
|
7,051
|
|
|
8,409
|
|
||||
|
Total
|
$
|
38,720
|
|
|
$
|
22,186
|
|
|
$
|
15,836
|
|
|
$
|
76,742
|
|
|
|
Three Months Ended June 30, 2017
|
||||||||||||||
|
|
Cloud
|
|
Digital
|
|
Messaging
|
|
Total
|
||||||||
|
Geography
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
75,910
|
|
|
$
|
24,808
|
|
|
$
|
3,103
|
|
|
$
|
103,821
|
|
|
APAC
|
—
|
|
|
2,047
|
|
|
7,574
|
|
|
9,621
|
|
||||
|
EMEA
|
1,786
|
|
|
1,296
|
|
|
2,466
|
|
|
5,548
|
|
||||
|
Total
|
$
|
77,696
|
|
|
$
|
28,151
|
|
|
$
|
13,143
|
|
|
$
|
118,990
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Service Line
|
|
|
|
|
|
|
|
||||||||
|
Professional Services
|
$
|
16,915
|
|
|
$
|
5,429
|
|
|
$
|
335
|
|
|
$
|
22,679
|
|
|
Transaction Services
|
3,136
|
|
|
5,587
|
|
|
—
|
|
|
8,723
|
|
||||
|
Subscription Services
|
54,488
|
|
|
13,558
|
|
|
9,875
|
|
|
77,921
|
|
||||
|
License
|
3,157
|
|
|
3,577
|
|
|
2,933
|
|
|
9,667
|
|
||||
|
Total
|
$
|
77,696
|
|
|
$
|
28,151
|
|
|
$
|
13,143
|
|
|
$
|
118,990
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
|
Cloud
|
|
Digital
|
|
Messaging
|
|
Total
|
||||||||
|
Geography
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
72,423
|
|
|
$
|
41,051
|
|
|
$
|
4,871
|
|
|
$
|
118,345
|
|
|
APAC
|
—
|
|
|
2,615
|
|
|
25,640
|
|
|
28,255
|
|
||||
|
EMEA
|
4,601
|
|
|
1,531
|
|
|
7,719
|
|
|
13,851
|
|
||||
|
Total
|
$
|
77,024
|
|
|
$
|
45,197
|
|
|
$
|
38,230
|
|
|
$
|
160,451
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Service Line
|
|
|
|
|
|
|
|
||||||||
|
Professional Services
|
$
|
7,020
|
|
|
$
|
10,002
|
|
|
$
|
6,390
|
|
|
$
|
23,412
|
|
|
Transaction Services
|
4,785
|
|
|
3,895
|
|
|
—
|
|
|
8,680
|
|
||||
|
Subscription Services
|
64,795
|
|
|
29,531
|
|
|
15,733
|
|
|
110,059
|
|
||||
|
License
|
424
|
|
|
1,769
|
|
|
16,107
|
|
|
18,300
|
|
||||
|
Total
|
$
|
77,024
|
|
|
$
|
45,197
|
|
|
$
|
38,230
|
|
|
$
|
160,451
|
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||
|
|
Cloud
|
|
Digital
|
|
Messaging
|
|
Total
|
||||||||
|
Geography
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
126,005
|
|
|
$
|
47,300
|
|
|
$
|
3,687
|
|
|
$
|
176,992
|
|
|
APAC
|
—
|
|
|
3,520
|
|
|
13,324
|
|
|
16,844
|
|
||||
|
EMEA
|
3,540
|
|
|
1,996
|
|
|
5,715
|
|
|
11,251
|
|
||||
|
Total
|
$
|
129,545
|
|
|
$
|
52,816
|
|
|
$
|
22,726
|
|
|
$
|
205,087
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Service Line
|
|
|
|
|
|
|
|
||||||||
|
Professional Services
|
$
|
19,422
|
|
|
$
|
12,317
|
|
|
$
|
3,614
|
|
|
$
|
35,353
|
|
|
Transaction Services
|
6,215
|
|
|
10,945
|
|
|
—
|
|
|
17,160
|
|
||||
|
Subscription Services
|
98,393
|
|
|
22,441
|
|
|
16,002
|
|
|
136,836
|
|
||||
|
License
|
5,515
|
|
|
7,113
|
|
|
3,110
|
|
|
15,738
|
|
||||
|
Total
|
$
|
129,545
|
|
|
$
|
52,816
|
|
|
$
|
22,726
|
|
|
$
|
205,087
|
|
|
|
Contract Liabilities*
|
||
|
Balance - January 1, 2018
|
$
|
115,009
|
|
|
Revenue recognized that was included in the contract liability (def. revenue) balance at January 1, 2018
|
(82,424
|
)
|
|
|
Increases due to cash received, excluding amounts recognized as revenue during the period
|
38,281
|
|
|
|
Balance - June 30, 2018
|
$
|
70,866
|
|
|
*
|
Comprised of Deferred Revenue
|
|
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.
|
|
|
|
June 30, 2018
|
||||||||
|
|
|
As Reported
|
Impacts of the New Revenue Standard
|
Adjusted amounts under prior GAAP
|
||||||
|
ASSETS
|
|
|
|
|
||||||
|
Current assets:
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
|
$
|
222,785
|
|
$
|
—
|
|
$
|
222,785
|
|
|
Restricted cash**
|
|
3,480
|
|
—
|
|
3,480
|
|
|||
|
Marketable securities
|
|
5,411
|
|
—
|
|
5,411
|
|
|||
|
Accounts receivable, net
|
|
51,439
|
|
9,790
|
|
41,649
|
|
|||
|
Prepaid expenses and other current assets
(2)
|
|
57,387
|
|
(164
|
)
|
57,551
|
|
|||
|
Total current assets
|
|
340,502
|
|
9,626
|
|
330,876
|
|
|||
|
Marketable securities
|
|
9,021
|
|
—
|
|
9,021
|
|
|||
|
Property and equipment, net
|
|
89,310
|
|
—
|
|
89,310
|
|
|||
|
Goodwill
|
|
233,298
|
|
—
|
|
233,298
|
|
|||
|
Intangible assets, net
|
|
128,164
|
|
—
|
|
128,164
|
|
|||
|
Deferred tax assets
|
|
—
|
|
—
|
|
—
|
|
|||
|
Other assets
(2)
|
|
13,090
|
|
418
|
|
12,672
|
|
|||
|
Note receivable from related party**
|
|
84,314
|
|
—
|
|
84,314
|
|
|||
|
Equity method investment
|
|
30,412
|
|
—
|
|
30,412
|
|
|||
|
Total assets
|
|
$
|
928,111
|
|
$
|
10,044
|
|
$
|
918,067
|
|
|
|
|
|
|
|
||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||||
|
Current liabilities:
|
|
|
|
|
||||||
|
Accounts payable
|
|
$
|
13,924
|
|
$
|
—
|
|
$
|
13,924
|
|
|
Accrued expenses
|
|
54,540
|
|
(12,013
|
)
|
66,553
|
|
|||
|
Deferred revenues, current
(3)
|
|
31,391
|
|
(2,234
|
)
|
33,625
|
|
|||
|
Total current liabilities
|
|
99,855
|
|
(14,247
|
)
|
114,102
|
|
|||
|
Lease financing obligation
|
|
10,319
|
|
—
|
|
10,319
|
|
|||
|
Convertible debt, net of debt issuance costs
|
|
228,410
|
|
—
|
|
228,410
|
|
|||
|
Deferred tax liabilities
|
|
12,472
|
|
—
|
|
12,472
|
|
|||
|
Deferred revenues, non-current
(3)
|
|
39,475
|
|
14,632
|
|
24,843
|
|
|||
|
Other liabilities
|
|
15,390
|
|
—
|
|
15,390
|
|
|||
|
Redeemable noncontrolling interest
|
|
12,500
|
|
—
|
|
12,500
|
|
|||
|
Commitments and contingencies (Note 12)
|
|
|
|
|
||||||
|
Series A Convertible Participating Perpetual Preferred Stock, $0.0001 par value; 10,000 shares authorized; 188 shares issued and outstanding at June 30, 2018
|
|
168,945
|
|
—
|
|
168,945
|
|
|||
|
Stockholders’ equity:
|
|
|
|
|
||||||
|
Common stock, $0.0001 par value; 100,000 shares authorized, 49,439 and 52,024 shares issued; 42,277 and 46,965 outstanding at June 30, 2018 and December 31, 2017, respectively
|
|
5
|
|
—
|
|
5
|
|
|||
|
Treasury stock, at cost (7,162 and 5,059 shares at June 30, 2018 and December 31, 2017, respectively)
|
|
(82,084
|
)
|
—
|
|
(82,084
|
)
|
|||
|
Additional paid-in capital
|
|
554,218
|
|
—
|
|
554,218
|
|
|||
|
Accumulated other comprehensive loss
(4)
|
|
(28,938
|
)
|
60
|
|
(28,998
|
)
|
|||
|
Accumulated deficit
|
|
(102,456
|
)
|
9,599
|
|
(112,055
|
)
|
|||
|
Total stockholders’ equity
|
|
340,745
|
|
9,659
|
|
331,086
|
|
|||
|
Total liabilities and stockholders’ equity
|
|
$
|
928,111
|
|
$
|
10,044
|
|
$
|
918,067
|
|
|
**
|
See
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
|
As Reported
|
Impacts of the New Revenue Standard
|
Adjusted amounts under prior GAAP
|
|
As Reported
|
Impacts of the New Revenue Standard
|
Adjusted amounts under prior GAAP
|
||||||||||||
|
Net revenues
(3)
|
$
|
76,742
|
|
$
|
9,284
|
|
$
|
67,458
|
|
|
$
|
160,451
|
|
$
|
20,266
|
|
$
|
140,185
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||||||
|
Cost of revenues*
(5)
|
39,525
|
|
256
|
|
39,269
|
|
|
84,074
|
|
364
|
|
83,710
|
|
||||||
|
Research and development
|
20,200
|
|
—
|
|
20,200
|
|
|
41,105
|
|
—
|
|
41,105
|
|
||||||
|
Selling, general and administrative
(2)
|
33,938
|
|
51
|
|
33,887
|
|
|
72,048
|
|
101
|
|
71,947
|
|
||||||
|
Restructuring charges
|
2,778
|
|
—
|
|
2,778
|
|
|
3,886
|
|
—
|
|
3,886
|
|
||||||
|
Depreciation and amortization
|
23,401
|
|
—
|
|
23,401
|
|
|
46,672
|
|
—
|
|
46,672
|
|
||||||
|
Total costs and expenses
|
119,842
|
|
307
|
|
119,535
|
|
|
247,785
|
|
465
|
|
247,320
|
|
||||||
|
Loss from continuing operations
|
(43,100
|
)
|
8,977
|
|
(52,077
|
)
|
|
(87,334
|
)
|
19,801
|
|
(107,135
|
)
|
||||||
|
Interest income
|
3,763
|
|
—
|
|
3,763
|
|
|
7,315
|
|
—
|
|
7,315
|
|
||||||
|
Interest expense
|
(1,318
|
)
|
(33
|
)
|
(1,285
|
)
|
|
(2,565
|
)
|
(72
|
)
|
(2,493
|
)
|
||||||
|
Other (expense) income, net
|
(23
|
)
|
—
|
|
(23
|
)
|
|
4,259
|
|
—
|
|
4,259
|
|
||||||
|
Equity method investment loss
|
(7
|
)
|
—
|
|
(7
|
)
|
|
(212
|
)
|
—
|
|
(212
|
)
|
||||||
|
Loss from continuing operations, before taxes
|
(40,685
|
)
|
8,944
|
|
(49,629
|
)
|
|
(78,537
|
)
|
19,729
|
|
(98,266
|
)
|
||||||
|
Provision for income taxes
|
(579
|
)
|
—
|
|
(579
|
)
|
|
(704
|
)
|
—
|
|
(704
|
)
|
||||||
|
Net loss from continuing operations
|
(41,264
|
)
|
8,944
|
|
(50,208
|
)
|
|
(79,241
|
)
|
19,729
|
|
(98,970
|
)
|
||||||
|
Net loss
|
(41,264
|
)
|
8,944
|
|
(50,208
|
)
|
|
(79,241
|
)
|
19,729
|
|
(98,970
|
)
|
||||||
|
Net loss attributable to redeemable noncontrolling interests
|
1,259
|
|
—
|
|
1,259
|
|
|
2,544
|
|
—
|
|
2,544
|
|
||||||
|
Preferred stock dividend
|
(7,260
|
)
|
—
|
|
(7,260
|
)
|
|
(10,613
|
)
|
—
|
|
(10,613
|
)
|
||||||
|
Net loss attributable to Synchronoss
|
$
|
(47,265
|
)
|
$
|
8,944
|
|
$
|
(56,209
|
)
|
|
$
|
(87,310
|
)
|
$
|
19,729
|
|
$
|
(107,039
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Basic:
|
|
|
|
|
|
|
|
||||||||||||
|
Continuing operations
|
$
|
(1.20
|
)
|
$
|
0.22
|
|
$
|
(1.42
|
)
|
|
$
|
(2.14
|
)
|
$
|
0.48
|
|
$
|
(2.62
|
)
|
|
Discontinued operations**
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
|
|
$
|
(1.20
|
)
|
$
|
0.22
|
|
$
|
(1.42
|
)
|
|
$
|
(2.14
|
)
|
$
|
0.48
|
|
$
|
(2.62
|
)
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||||||
|
Continuing operations
|
$
|
(1.20
|
)
|
$
|
0.22
|
|
$
|
(1.42
|
)
|
|
$
|
(2.14
|
)
|
$
|
0.48
|
|
$
|
(2.62
|
)
|
|
Discontinued operations**
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
|
|
$
|
(1.20
|
)
|
$
|
0.22
|
|
$
|
(1.42
|
)
|
|
$
|
(2.14
|
)
|
$
|
0.48
|
|
$
|
(2.62
|
)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||||||
|
Basic
|
39,456
|
|
|
39,456
|
|
|
40,812
|
|
|
40,812
|
|
||||||||
|
Diluted
|
39,456
|
|
|
39,456
|
|
|
40,812
|
|
|
40,812
|
|
||||||||
|
*
|
Cost of revenues excludes depreciation and amortization which is shown separately.
|
|
**
|
See
Note 3 - Acquisitions and Divestitures
for transactions classified as discontinued operations.
|
|
(1)
|
Reflects the impact of changes to the contract term as defined by the new revenue recognition standard.
|
|
(2)
|
Reflects capitalization of costs to obtain a contract.
|
|
(3)
|
Reflects the impact of changes in the delayed pattern of recognition on the Company’s professional services, timing of revenue recognition and allocation of purchase price on software license contracts and legally enforceable rights and obligations prior to when persuasive evidence of an arrangement exists.
|
|
(4)
|
Reflects the impact of foreign currency translation related to the above impacts.
|
|
(5)
|
Reflects the impact of amortization of third party costs over the term of the contract.
|
|
Cumulative catch up Topic 606 adjustment as of January 1, 2018
|
$
|
(10,130
|
)
|
|
Net loss from continued operations
|
19,729
|
|
|
|
Retained Earnings at June 30, 2018
|
$
|
9,599
|
|
|
•
|
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.
|
|
|
June 30, 2018
|
||||||||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash, cash equivalents and restricted cash
(1)
|
$
|
226,265
|
|
|
$
|
226,265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Marketable securities-short term
(2)
|
5,411
|
|
|
—
|
|
|
5,411
|
|
|
—
|
|
||||
|
Marketable securities-long term
(2)
|
9,021
|
|
|
—
|
|
|
9,021
|
|
|
—
|
|
||||
|
Total assets
|
$
|
240,697
|
|
|
$
|
226,265
|
|
|
$
|
14,432
|
|
|
$
|
—
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Contingent interest derivative
(3)
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
Total liabilities
|
$
|
327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
327
|
|
|
Temporary equity
|
|
|
|
|
|
|
|
||||||||
|
Redeemable noncontrolling interests
(4)
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,500
|
|
|
Total temporary equity
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,500
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash, cash equivalents and restricted cash
(1)
|
$
|
246,125
|
|
|
$
|
246,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Marketable securities-short term
(2)
|
3,111
|
|
|
—
|
|
|
3,111
|
|
|
—
|
|
||||
|
Total assets
|
$
|
249,236
|
|
|
$
|
246,125
|
|
|
$
|
3,111
|
|
|
$
|
—
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Contingent interest derivative
(3)
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193
|
|
|
Mandatorily redeemable financial instrument
(5)
|
$
|
37,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,959
|
|
|
Total liabilities
|
$
|
38,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,152
|
|
|
Temporary Equity
|
|
|
|
|
|
|
|
||||||||
|
Redeemable noncontrolling interests
(4)
|
$
|
25,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,280
|
|
|
Total temporary equity
|
$
|
25,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,280
|
|
|
(1)
|
Cash equivalents primarily included money market funds.
|
|
(2)
|
Marketable securities is comprised of municipal bonds and certificates of deposit.
|
|
(3)
|
Contingent interest derivative related to convertible debt is included in accrued expenses, for further details see
Note 6 - Debt
.
|
|
(4)
|
Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures.
|
|
(5)
|
Mandatorily redeemable financial instruments are comprised of the Company’s contractual obligation to deliver a set number of preferred shares at a time in less than twelve months and the option for the Company to receive a set number of common shares. In 2018, this was exchanged as partial consideration in connection with issuance of the Company’s Series A Convertible Participating Perpetual Preferred Stock.
|
|
|
June 30, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
|
Certificates of deposit
|
$
|
4,026
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
4,008
|
|
|
Corporate bonds
|
402
|
|
|
—
|
|
|
(3
|
)
|
|
399
|
|
||||
|
Municipal bonds
|
10,058
|
|
|
1
|
|
|
(34
|
)
|
|
10,025
|
|
||||
|
Total marketable securities
|
$
|
14,486
|
|
|
$
|
1
|
|
|
$
|
(55
|
)
|
|
$
|
14,432
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
|
Certificates of deposit
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
Municipal bonds
|
2,867
|
|
|
—
|
|
|
(6
|
)
|
|
2,861
|
|
||||
|
Total marketable securities
|
$
|
3,117
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
3,111
|
|
|
|
June 30, 2018
|
||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
Due within one year
|
$
|
5,420
|
|
|
$
|
5,411
|
|
|
Due after 1 year through 5 years
|
8,803
|
|
|
8,760
|
|
||
|
Due after 5 years through 10 years
|
—
|
|
|
—
|
|
||
|
Due after 10 years
|
263
|
|
|
261
|
|
||
|
Total available-for-sale debt securities
|
$
|
14,486
|
|
|
$
|
14,432
|
|
|
Balance at December 31, 2017
|
$
|
25,280
|
|
|
Fair value adjustment
|
(10,236
|
)
|
|
|
Net loss attributable to redeemable noncontrolling interests
|
(2,544
|
)
|
|
|
Balance at June 30, 2018
|
$
|
12,500
|
|
|
|
Seller Note
|
Impairment
|
Unamortized Discount
|
Loan Accrued Interest
|
Distribution Note
|
Distribution interest
|
Total
|
||||||||||||||
|
December 31, 2017
|
$
|
83,000
|
|
$
|
(14,562
|
)
|
$
|
(12,162
|
)
|
$
|
11,096
|
|
$
|
6,187
|
|
$
|
425
|
|
$
|
73,984
|
|
|
Activity
|
—
|
|
—
|
|
438
|
|
6,104
|
|
3,293
|
|
495
|
|
10,330
|
|
|||||||
|
June 30, 2018
|
$
|
83,000
|
|
$
|
(14,562
|
)
|
$
|
(11,724
|
)
|
$
|
17,200
|
|
$
|
9,480
|
|
$
|
920
|
|
$
|
84,314
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
Restricted cash
(A)
|
$
|
83
|
|
|
$
|
118
|
|
|
Accounts receivable
(B)
|
18,934
|
|
|
18,033
|
|
||
|
Total assets
|
$
|
19,017
|
|
|
$
|
18,151
|
|
|
|
|
|
|
||||
|
Accrued expenses
(A)
|
83
|
|
|
118
|
|
||
|
Total liabilities
|
$
|
83
|
|
|
$
|
118
|
|
|
(A)
|
The Company collected less than
$0.1 million
from STIN customers, on behalf of STIN, which remained outstanding as of
June 30, 2018
. This amount has been classified in short term restricted cash and in accrued expenses on the Condensed Consolidated Balance Sheets.
|
|
(B)
|
These amounts principally included revenues generated from the Cloud and Telephony Support Services agreement and pass-through of vendor expenses incurred during the transition and assignment of vendor contracts.
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
Convertible Senior Notes
|
$
|
230,000
|
|
|
$
|
230,000
|
|
|
Unamortized debt issuance costs
(1)
|
(1,590
|
)
|
|
(2,296
|
)
|
||
|
Total long-term debt, carrying value
|
$
|
228,410
|
|
|
$
|
227,704
|
|
|
(1)
|
Unamortized debt issuance costs is related to Convertible Senior Notes.
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Amended Credit Facility
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of debt issuance costs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
748
|
|
|
Commitment fee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
|
Interest on borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
|
2017 Term Facility
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of debt issuance costs
|
|
—
|
|
|
739
|
|
|
—
|
|
|
1,355
|
|
||||
|
Interest on borrowings
|
|
—
|
|
|
9,288
|
|
|
—
|
|
|
16,636
|
|
||||
|
Revolving Facility
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of debt issuance costs
|
|
—
|
|
|
184
|
|
|
—
|
|
|
338
|
|
||||
|
Commitment fee
|
|
—
|
|
|
187
|
|
|
—
|
|
|
334
|
|
||||
|
Convertible Senior Notes
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of debt issuance costs
|
|
353
|
|
|
353
|
|
|
706
|
|
|
706
|
|
||||
|
Interest on borrowings
|
|
431
|
|
|
432
|
|
|
862
|
|
|
863
|
|
||||
|
Additional interest on default
|
|
63
|
|
|
—
|
|
|
192
|
|
|
288
|
|
||||
|
Capital leases
|
|
241
|
|
|
243
|
|
|
483
|
|
|
486
|
|
||||
|
Other
|
|
230
|
|
|
418
|
|
|
322
|
|
|
658
|
|
||||
|
Total
|
|
$
|
1,318
|
|
|
$
|
11,844
|
|
|
$
|
2,565
|
|
|
$
|
22,461
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized
(Loss) Income on Intra-Entity Foreign Currency Transactions |
|
Unrealized Holding
Gains (Losses) on Available-for-Sale Securities |
|
Total
|
||||||||
|
Balance at December 31, 2017
|
$
|
(20,284
|
)
|
|
$
|
(3,085
|
)
|
|
$
|
(4
|
)
|
|
$
|
(23,373
|
)
|
|
Other comprehensive loss
|
(4,985
|
)
|
|
(778
|
)
|
|
(49
|
)
|
|
(5,812
|
)
|
||||
|
Tax effect
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||
|
Total comprehensive loss
|
(4,985
|
)
|
|
(531
|
)
|
|
(49
|
)
|
|
(5,565
|
)
|
||||
|
Balance at June 30, 2018
|
$
|
(25,269
|
)
|
|
$
|
(3,616
|
)
|
|
$
|
(53
|
)
|
|
$
|
(28,938
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Cost of revenues
|
$
|
1,300
|
|
|
$
|
471
|
|
|
$
|
2,412
|
|
|
$
|
2,208
|
|
|
Research and development
|
1,802
|
|
|
953
|
|
|
3,342
|
|
|
2,980
|
|
||||
|
Selling, general and administrative
|
4,536
|
|
|
1,214
|
|
|
9,070
|
|
|
5,561
|
|
||||
|
Total stock-based compensation expense
|
$
|
7,638
|
|
|
$
|
2,638
|
|
|
$
|
14,824
|
|
|
$
|
10,749
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Stock options
|
$
|
1,980
|
|
|
$
|
1,535
|
|
|
$
|
3,740
|
|
|
$
|
2,988
|
|
|
Restricted stock awards
|
5,658
|
|
|
1,036
|
|
|
11,084
|
|
|
7,431
|
|
||||
|
Employee Stock Purchase Plan
|
—
|
|
|
67
|
|
|
—
|
|
|
330
|
|
||||
|
Total stock-based compensation before taxes
|
$
|
7,638
|
|
|
$
|
2,638
|
|
|
$
|
14,824
|
|
|
$
|
10,749
|
|
|
Tax benefit
|
$
|
531
|
|
|
$
|
506
|
|
|
$
|
2,954
|
|
|
$
|
1,713
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Expected stock price volatility
|
65.1
|
%
|
|
53.2
|
%
|
|
65.1
|
%
|
|
49.2
|
%
|
||||
|
Risk-free interest rate
|
2.6
|
%
|
|
1.7
|
%
|
|
2.5
|
%
|
|
1.7
|
%
|
||||
|
Expected life of options (in years)
|
4.08
|
|
|
4.05
|
|
|
4.08
|
|
|
4.03
|
|
||||
|
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
||||
|
Weighted-average fair value (grant date) of the options
|
$
|
5.47
|
|
|
$
|
6.87
|
|
|
$
|
5.34
|
|
|
$
|
7.79
|
|
|
Options
|
|
Number of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Outstanding at December 31, 2017
|
|
3,950
|
|
|
$
|
21.54
|
|
|
|
|
|
||
|
Options Granted
|
|
902
|
|
|
10.37
|
|
|
|
|
|
|||
|
Options Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Options Cancelled
|
|
(290
|
)
|
|
24.40
|
|
|
|
|
|
|||
|
Outstanding at June 30, 2018
|
|
4,562
|
|
|
$
|
19.15
|
|
|
5.37
|
|
$
|
566
|
|
|
Vested at June 30, 2018
|
|
1,420
|
|
|
$
|
30.97
|
|
|
3.46
|
|
$
|
—
|
|
|
Exercisable at June 30, 2018
|
|
1,420
|
|
|
$
|
30.97
|
|
|
3.46
|
|
$
|
—
|
|
|
Unvested Restricted Stock
|
|
Number of
Awards
|
|
Weighted- Average
Grant Date
Fair Value
|
|||
|
Unvested at December 31, 2017
|
|
2,064
|
|
|
$
|
22.75
|
|
|
Granted
|
|
1,329
|
|
|
10.17
|
|
|
|
Vested
|
|
(499
|
)
|
|
30.27
|
|
|
|
Forfeited
|
|
(109
|
)
|
|
19.56
|
|
|
|
Unvested at June 30, 2018
|
|
2,785
|
|
|
$
|
15.45
|
|
|
|
Balance at December 31, 2017
|
|
Charges
|
|
Payments
|
|
Other Adjustments
1
|
|
Balance at June 30, 2018
|
||||||||||
|
Employment termination costs
|
$
|
474
|
|
|
$
|
3,886
|
|
|
$
|
(2,653
|
)
|
|
$
|
(7
|
)
|
|
$
|
1,700
|
|
|
Facilities consolidation
|
24
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
18
|
|
|||||
|
Total
|
$
|
498
|
|
|
$
|
3,886
|
|
|
$
|
(2,659
|
)
|
|
$
|
(7
|
)
|
|
$
|
1,718
|
|
|
(1)
|
Includes non-cash adjustments.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Numerator - Basic:
|
|
|
|
|
|
|
|
||||||||
|
Net loss from continuing operations
|
$
|
(41,264
|
)
|
|
$
|
(22,608
|
)
|
|
$
|
(79,241
|
)
|
|
$
|
(68,060
|
)
|
|
Net loss attributable to redeemable noncontrolling interests
|
1,259
|
|
|
2,815
|
|
|
2,544
|
|
|
5,704
|
|
||||
|
Preferred stock dividend
|
(7,260
|
)
|
|
—
|
|
|
(10,613
|
)
|
|
—
|
|
||||
|
Net (loss) income from continuing operations attributable to Synchronoss
|
(47,265
|
)
|
|
(19,793
|
)
|
|
(87,310
|
)
|
|
(62,356
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income from discontinued operations, net of taxes**
|
—
|
|
|
(6,775
|
)
|
|
—
|
|
|
(22,909
|
)
|
||||
|
Net (loss) income attributable to Synchronoss
|
$
|
(47,265
|
)
|
|
$
|
(26,568
|
)
|
|
$
|
(87,310
|
)
|
|
$
|
(85,265
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Numerator - Diluted:
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) income from continuing operations attributable to Synchronoss
|
$
|
(47,265
|
)
|
|
$
|
(19,793
|
)
|
|
$
|
(87,310
|
)
|
|
$
|
(62,356
|
)
|
|
Income effect for interest on convertible debt, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net loss from continuing operations adjusted for the convertible debt
|
(47,265
|
)
|
|
(19,793
|
)
|
|
(87,310
|
)
|
|
(62,356
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income from discontinued operations, net of taxes**
|
—
|
|
|
(6,775
|
)
|
|
—
|
|
|
(22,909
|
)
|
||||
|
Net loss attributable to Synchronoss
|
$
|
(47,265
|
)
|
|
$
|
(26,568
|
)
|
|
$
|
(87,310
|
)
|
|
$
|
(85,265
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
|
Weighted average common shares outstanding — basic
|
39,456
|
|
|
44,618
|
|
|
40,812
|
|
|
44,416
|
|
||||
|
Dilutive effect of:
|
|
|
|
|
|
|
|
||||||||
|
Shares from assumed conversion of convertible debt
1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Shares from assumed conversion of preferred stock
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Options and unvested restricted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Weighted average common shares outstanding — diluted
|
39,456
|
|
|
44,618
|
|
|
40,812
|
|
|
44,416
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic EPS
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
(1.20
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.40
|
)
|
|
Discontinued operations**
|
—
|
|
|
(0.16
|
)
|
|
—
|
|
|
(0.52
|
)
|
||||
|
|
$
|
(1.20
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.92
|
)
|
|
Diluted EPS
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
(1.20
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.40
|
)
|
|
Discontinued operations**
|
$
|
—
|
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
(0.52
|
)
|
|
|
$
|
(1.20
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(2.14
|
)
|
|
$
|
(1.92
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Anti-dilutive stock options excluded
|
4,640
|
|
|
2,989
|
|
|
4,296
|
|
|
2,349
|
|
||||
|
Unvested shares of restricted stock awards
|
2,785
|
|
|
2,250
|
|
|
2,785
|
|
|
2,250
|
|
||||
|
**
|
See
Note 3 - Acquisitions and Divestitures
for transactions classified as discontinued operations.
|
|
(1)
|
The calculation for each period does not include the effect of assumed conversion of convertible debt of
4,325,646
shares, which is based on 18.8072 shares per $1,000 principal amount of the 2019 Notes.
|
|
(2)
|
The calculation for each period does not include the effect of assumed conversion of preferred stock of
10,464,064
shares, which is based on 55.5556 shares per $1,000 principal amount of the preferred stock, because the effect would have been anti–dilutive.
|
|
|
Three Months Ended June 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
||||||
|
Net revenues
|
$
|
76,742
|
|
|
$
|
118,990
|
|
|
$
|
(42,248
|
)
|
|
Cost of revenues*
|
39,525
|
|
|
47,755
|
|
|
(8,230
|
)
|
|||
|
Research and development
|
20,200
|
|
|
20,819
|
|
|
(619
|
)
|
|||
|
Selling, general and administrative
|
33,938
|
|
|
29,353
|
|
|
4,585
|
|
|||
|
Restructuring charges
|
2,778
|
|
|
6,405
|
|
|
(3,627
|
)
|
|||
|
Depreciation and amortization
|
23,401
|
|
|
23,552
|
|
|
(151
|
)
|
|||
|
Total costs and expenses
|
119,842
|
|
|
127,884
|
|
|
(8,042
|
)
|
|||
|
Loss from continuing operations
|
$
|
(43,100
|
)
|
|
$
|
(8,894
|
)
|
|
$
|
(34,206
|
)
|
|
*
|
Cost of revenues excludes depreciation and amortization which is shown separately.
|
|
•
|
a $44.9 million decrease in Cloud revenues primarily resulting from:
|
|
◦
|
recognition in the three months ended June 30, 2017 of revenue from prior periods that was restated due to the conclusive evidence of arrangement of $24.3 million;
|
|
◦
|
a change in the business model related to our cloud business of $14.2 million;
|
|
◦
|
restated revenue of $4.1 million from revenue recognition adjustments related to hosting services; and
|
|
◦
|
a reduction in subscription revenue from a decline in business volume of $2.3 million.
|
|
•
|
a $9.1 million decrease in Digital Transformation revenues due to:
|
|
◦
|
a reduction in transaction revenue of $3.5 million resulting from a decline in business volume of $2.7 million and $0.8 million from a change in revenue recognition criteria;
|
|
◦
|
a reduction in subscription revenue of $3.4 million resulting from a decline in business volume of $1.0 million and $2.4 million from a change in revenue recognition criteria;
|
|
◦
|
a reduction in license revenue of $1.2 million resulting from a decline in license sales; and
|
|
◦
|
a reduction in professional services revenue of $1.0 million.
|
|
•
|
an increase in Messaging revenue of $2.5 million primarily due to new sales in the Japanese market;
|
|
•
|
an increase of $9.3 million as a result of the Company’s implementation of Topic 606. This resulted in an increase in Cloud revenues of $6.1 million; Digital Transformation revenue of $3.0 million and Messaging revenue of $0.2 million.
|
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
||||||
|
Net revenues
|
$
|
160,451
|
|
|
$
|
205,087
|
|
|
$
|
(44,636
|
)
|
|
Cost of revenues*
|
84,074
|
|
|
93,810
|
|
|
(9,736
|
)
|
|||
|
Research and development
|
41,105
|
|
|
46,308
|
|
|
(5,203
|
)
|
|||
|
Selling, general and administrative
|
72,048
|
|
|
68,168
|
|
|
3,880
|
|
|||
|
Restructuring charges
|
3,886
|
|
|
9,403
|
|
|
(5,517
|
)
|
|||
|
Depreciation and amortization
|
46,672
|
|
|
47,639
|
|
|
(967
|
)
|
|||
|
Total costs and expenses
|
247,785
|
|
|
265,328
|
|
|
(17,543
|
)
|
|||
|
Loss from continuing operations
|
$
|
(87,334
|
)
|
|
$
|
(60,241
|
)
|
|
$
|
(27,093
|
)
|
|
*
|
Cost of revenues excludes depreciation and amortization which is shown separately.
|
|
•
|
a $63.5 million decrease in Cloud revenues resulting from:
|
|
◦
|
revenue recognition in the first six months of 2017 of revenue from prior periods that was restated due to the conclusive evidence of arrangement of $21.7 million;
|
|
◦
|
a change in the business model related to our cloud business of $32.0 million,
|
|
◦
|
restated revenue of $6.9 million from revenue recognition adjustments related to hosting services; and
|
|
◦
|
a reduction in subscription revenue from a decline in business volume of $2.9 million.
|
|
•
|
a decrease of $16.5 million in Digital Transformation revenues due to:
|
|
◦
|
a reduction in transaction revenue of $7.0 million resulting from a decline in business volume of $6.0 million and the divestiture of the SpeechCycle business of $1.0 million;
|
|
◦
|
a reduction in subscription revenue of $4.3 million resulting from a decline in business volume of $3.2 million and $1.1 million from a change in revenue recognition criteria;
|
|
◦
|
a reduction in license revenue of $3.0 million resulting from a decline in license sales,; and
|
|
◦
|
a reduction in Professional Services revenue of $2.2 million.
|
|
•
|
an increase in Messaging revenue of $15.1 million primarily due to the delivery of an advanced messaging solution to a customer in the Japanese market;
|
|
•
|
an increase in revenues of $20.3 million as a result of the Company’s implementation of Topic 606, which resulted in an increase in Cloud revenues of $11.0 million, Digital Transformation revenue of $8.9 million and Messaging revenue of $0.4 million.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Net cash provided by (used in):
|
|
|
|
||||
|
Operating activities
|
$
|
(71,381
|
)
|
|
$
|
(20,301
|
)
|
|
Investing activities
|
(33,232
|
)
|
|
(817,863
|
)
|
||
|
Financing activities
|
85,502
|
|
|
847,319
|
|
||
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Total
|
|
Remainder of 2018
|
|
2019 - 2021
|
|
2022 - 2023
|
|
Thereafter
|
||||||||||
|
Capital lease obligations
(1)
|
|
$
|
14,425
|
|
|
$
|
1,687
|
|
|
$
|
4,301
|
|
|
$
|
2,563
|
|
|
$
|
5,874
|
|
|
Convertible Senior Notes
|
|
230,000
|
|
|
—
|
|
|
230,000
|
|
|
—
|
|
|
—
|
|
|||||
|
Interest
(2)
|
|
1,941
|
|
|
863
|
|
|
1,078
|
|
|
—
|
|
|
—
|
|
|||||
|
Operating lease obligations
|
|
79,010
|
|
|
4,822
|
|
|
20,109
|
|
|
17,831
|
|
|
36,248
|
|
|||||
|
Purchase obligations
(3)
|
|
11,593
|
|
|
2,725
|
|
|
8,868
|
|
|
—
|
|
|
—
|
|
|||||
|
Other long-term liabilities
(4)
|
|
4,533
|
|
|
3,466
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
341,502
|
|
|
$
|
13,563
|
|
|
$
|
265,423
|
|
|
$
|
20,394
|
|
|
$
|
42,122
|
|
|
(1)
|
Amount includes the Pennsylvania facility lease and the cloud hosting data center in England.
|
|
(2)
|
Represents the interest on the 2019 Notes.
|
|
(3)
|
Amount represents obligations associated with colocation agreements and other customer delivery related purchase obligations.
|
|
(4)
|
Amount represents unrecognized tax positions recorded in our balance sheet. Although the timing of the settlement is uncertain, we believe this amount will be settled within
three
years.
|
|
Exhibit No.
|
|
Description
|
|
|
3.1
|
|
|
|
|
3.2
|
|
|
|
|
3.3
|
|
|
|
|
4.1
|
|
|
|
|
4.2
|
|
|
|
|
4.3
|
|
|
|
|
4.4
|
|
|
|
|
10.1
|
|
|
|
|
10.4†*
|
|
|
|
|
10.5†*
|
|
|
|
|
10.6†*
|
|
|
|
|
10.7†*
|
|
|
|
|
10.8†*
|
|
|
|
|
10.9†*
|
|
|
|
|
10.12‡*
|
|
|
|
|
10.13‡*
|
|
|
|
|
31.1
|
|
|
|
|
31.2
|
|
|
|
|
32.1
|
|
|
|
|
32.2
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
101.SCH
|
|
|
XBRL Schema Document
|
|
101.CAL
|
|
|
XBRL Calculation Linkbase Document
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
|
|
XBRL Labels Linkbase Document
|
|
101.PRE
|
|
|
XBRL Presentation Linkbase Document
|
|
†
|
Compensation Arrangement.
|
|
‡
|
Confidential treatment has been granted with respect to certain provisions of this exhibit.
|
|
*
|
Agreement was previously filed, but is being refiled herewith in searchable format in accordance with applicable SEC rules and regulations.
|
|
|
|
|
|
|
|
|
Synchronoss Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Glenn Lurie
|
|
|
|
|
Glenn Lurie
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Clark
|
|
|
|
|
David Clark
|
|
|
|
|
Chief Financial Officer & Treasurer
|
|
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|