SYNACOR, INC., 10-Q filed on 5/10/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
May 06, 2019
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Trading Symbol SYNC  
Entity Registrant Name Synacor, Inc.  
Entity Central Index Key 0001408278  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   39,539,770
v3.19.1
Condensed Consolidated Balance Sheets - Unaudited - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
CURRENT ASSETS:    
Cash and cash equivalents $ 13,494 $ 15,921
Accounts receivable—net of allowance of $264 and $225 21,007 25,567
Prepaid expenses and other current assets 4,300 3,779
Total current assets 38,801 45,267
PROPERTY AND EQUIPMENT, net 17,688 18,707
OPERATING LEASE RIGHT-OF-USE ASSETS, net 9,041  
GOODWILL 15,944 15,941
INTANGIBLE ASSETS, net 10,017 10,553
OTHER ASSETS 906 995
Total assets 92,397 91,463
CURRENT LIABILITIES:    
Accounts payable 17,569 19,174
Accrued expenses and other current liabilities 4,610 7,849
Current portion of deferred revenue 5,994 6,672
Current portion of long-term debt and finance leases 2,245 2,328
Current portion of operating lease liabilities 4,578  
Total current liabilities 34,996 36,023
LONG-TERM PORTION OF DEBT AND FINANCE LEASES 824 1,367
LONG-TERM PORTION OF OPERATING LEASE LIABILITIES 4,642  
DEFERRED REVENUE 2,208 2,214
DEFERRED INCOME TAXES 250 231
OTHER LONG-TERM LIABILITIES 303 457
Total liabilities 43,223 40,292
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:    
Preferred stock – par value $0.01 per share; authorized 10,000,000 shares; none issued
Common stock – par value $0.01 per share; authorized 100,000,000 shares; 39,905,289 shares issued and 39,052,682 shares outstanding at March 31, 2019 and 39,880,054 shares issued and 39,027,572 shares outstanding at December 31, 2018 399 399
Treasury stock – at cost, 852,607 shares at March 31, 2019 and 852,482 shares at December 31, 2018 (1,899) (1,899)
Additional paid-in capital 145,123 144,739
Accumulated deficit (93,970) (91,726)
Accumulated other comprehensive loss (479) (342)
Total stockholders’ equity 49,174 51,171
Total liabilities and stockholders’ equity $ 92,397 $ 91,463
v3.19.1
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts $ 264 $ 225
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 39,905,289 39,880,054
Common stock, shares outstanding 39,052,682 39,027,572
Treasury stock, shares 852,607 852,482
v3.19.1
Condensed Consolidated Statements of Operations - Unaudited - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Statement [Abstract]    
REVENUE $ 31,824 $ 32,915
COSTS AND OPERATING EXPENSES:    
Cost of revenue (exclusive of depreciation and amortization shown separately below) 16,506 15,535
Technology and development (exclusive of depreciation and amortization shown separately below) 4,546 6,369
Sales and marketing 5,991 5,936
General and administrative (exclusive of depreciation and amortization shown separately below) 4,465 5,017
Depreciation and amortization 2,435 2,435
Total costs and operating expenses 33,943 35,292
LOSS FROM OPERATIONS (2,119) (2,377)
OTHER INCOME, net 216 119
INTEREST EXPENSE (64) (97)
LOSS BEFORE INCOME TAXES (1,967) (2,355)
PROVISION FOR INCOME TAXES 277 20
NET LOSS $ (2,244) $ (2,375)
NET LOSS PER SHARE:    
Basic $ (0.06) $ (0.06)
Diluted $ (0.06) $ (0.06)
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET (LOSS) INCOME PER SHARE:    
Basic 39,038,642 38,794,165
Diluted 39,038,642 38,794,165
v3.19.1
Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]    
Net loss $ (2,244) $ (2,375)
Other comprehensive loss:    
Changes in foreign currency translation adjustment (137) (64)
Comprehensive loss $ (2,381) $ (2,439)
v3.19.1
Condensed Consolidated Statements of Stockholders' Equity - Unaudited - USD ($)
$ in Thousands
Total
Common Stock [Member]
Treasury Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Beginning balance at Dec. 31, 2017 $ 54,345 $ 396 $ (1,881) $ 142,486 $ (86,627) $ (29)
Beginning balance, shares at Dec. 31, 2017   39,625,980 (842,220)      
Impact of the adoption of ASC 606, net of tax 2,456       2,456  
Exercise of common stock options, shares   12,546        
Stock-based compensation cost 568     568    
Vesting of restricted stock units, net of treasury stock, shares   416        
Net loss (2,375)       (2,375)  
Other comprehensive loss (64)         (64)
Ending balance at Mar. 31, 2018 54,930 $ 396 $ (1,881) 143,054 (86,546) (93)
Ending balance, shares at Mar. 31, 2018   39,638,942 (842,220)      
Beginning balance at Dec. 31, 2018 $ 51,171 $ 399 $ (1,899) 144,739 (91,726) (342)
Beginning balance, shares at Dec. 31, 2018 39,027,572 39,880,054 (852,482)      
Exercise of common stock options $ 37     37    
Exercise of common stock options, shares 24,819 24,819        
Stock-based compensation cost $ 347     347    
Vesting of restricted stock units, net of treasury stock, shares   416 (125)      
Net loss (2,244)       (2,244)  
Other comprehensive loss (137)         (137)
Ending balance at Mar. 31, 2019 $ 49,174 $ 399 $ (1,899) $ 145,123 $ (93,970) $ (479)
Ending balance, shares at Mar. 31, 2019 39,052,682 39,905,289 (852,607)      
v3.19.1
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (2,244) $ (2,375)
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:    
Depreciation and amortization 2,487 2,435
Capitalized software impairment 226  
Stock-based compensation expense 331 553
Provision for deferred income taxes 20 (39)
Change in allowance for doubtful accounts 38  
Changes in operating assets and liabilities:    
Accounts receivable, net 4,522 7,517
Prepaid expenses and other assets (521) (942)
Other long-term assets 89  
Operating lease right-of-use assets, net 1,231  
Accounts payable, accrued expenses and other liabilities (4,598) (9,821)
Operating lease liabilities (1,202)  
Deferred revenue (684) (872)
Net cash used in operating activities (305) (3,544)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of property and equipment (1,325) (1,924)
Net cash used in investing activities (1,325) (1,924)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayments on long-term debt and finance leases (694) (520)
Proceeds from exercise of common stock options 37 18
Net cash used in financing activities (657) (502)
Effect of exchange rate changes on cash and cash equivalents (140) (81)
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,427) (6,051)
Cash and cash equivalents, beginning of period 15,921 22,476
Cash and cash equivalents, end of period 13,494 16,425
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Cash paid for interest 64 92
Cash paid for income taxes 248 106
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS:    
Minimum long-term debt and finance lease payments in accounts payable 26 160
Accrued property and equipment expenditures $ 95 $ 596
v3.19.1
The Company and Summary of Significant Accounting Principles
3 Months Ended
Mar. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
The Company and Summary of Significant Accounting Principles

1.

The Company and Summary of Significant Accounting Principles

Synacor, Inc., together with its consolidated subsidiaries (collectively, the “Company” or “Synacor”), is a digital technology company that provides email and collaboration software, cloud-based identity management platforms, managed web and mobile portals, and advertising solutions. The Company’s customers include communications providers, media companies, government entities and enterprises. Synacor is a trusted partner for enterprise software platforms and monetization solutions that Synacor delivers through public and private cloud software-as-a-service, software licensing, and professional services. Synacor enable clients to deepen their engagement with their consumers and users.

Basis of Presentation

The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period.

The accompanying condensed consolidated balance sheet as of December 31, 2018 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

During the first quarter of 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) Software & Services and 2) Portal & Advertising. As a result certain prior year amounts have been restated to conform to current year’s presentation. Historical Amounts in Note 2 – Revenue from Contracts with Customers, Note 4 - Goodwill and Intangible Assets and Note 7 – Segment Information have been restated to reflect these changes in reportable segments.

Additionally, the Company has reclassified certain costs and expenses in the consolidated statement of operations for the three months ended March 31, 2018, amounting to $0.3 million, from technology and development to cost of revenue to conform to the current period presentation. These reclassifications had no effect on previously reported total costs and operating expenses and net loss.

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.

Concentrations of Risk

As of March 31, 2019 and December 31, 2018, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows:

 

 

 

Accounts Receivable

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Portal & Advertising Customer A

 

 

14

%

 

 

15

%

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2019 and 2018, the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows:

 

 

 

Revenue

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

Google search

 

 

11

%

 

 

15

%

 

Google advertising affiliate

 

*

 

 

 

16

%

 

Portal & Advertising Customer A

 

 

13

%

 

*

 

 

* - Less than 10%

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2019 and 2018, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue:

 

 

 

Cost of Revenue

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

Portal & Advertising Customer B

 

 

30

%

 

 

20

%

 

Recent Accounting Pronouncements

Not Yet Adopted

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2018-15, Customer’s Accounting For Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. Adoption of this guidance is required for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and early adoption is permitted. Entities are permitted to choose to adopt the new guidance (1) prospectively for eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is evaluating the impact of this new accounting standard on its financial statements.

Recently Adopted

On January 1, 2019 the Company adopted ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-02. The Company adopted the standard using the additional transition method introduced by ASU 2018-11. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases and Note 3 — Leases.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on the Company’s financial statements and related disclosures.

Significant Accounting Policies – Leases

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating prior periods. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed for the carryforward of historical lease classification, on whether a contract was or contains a lease, and of the assessment of initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.

On January 1, 2019, the Company recognized additional ROU assets of $10.2 million, with corresponding liabilities of $10.4 million on the condensed consolidated balance sheet. The difference between the lease liability and the ROU asset represents the existing deferred rent liabilities balances before adoption, resulting from historical straight-lining of rent expense, which was reclassified upon adoption to reduce the measurement of the initial ROU asset. This was in addition to the $3.4 million of finance lease ROU assets previously reported in property and equipment, net as capital leases. The adoption did not impact our beginning stockholders’ equity, and did not have a material impact on the condensed consolidated statement of operations and statement of cash flows for the three months ended March 31, 2019.

Under Topic 842, the Company determines if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, only payments that are fixed and determinable at the time of commencement are considered. As many of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on factors including the Company’s credit rating. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the options will exercised.

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and current and long-term operating lease liabilities on our condensed consolidated balance sheets. Finance leases are included in property and equipment-net, and on the current and long-term portion of debt and finance leases on our condensed consolidated balance sheets.

Significant Accounting Policies – Goodwill and Segments

During the first quarter of 2019, the Company made changes to segment reporting structure that resulted in two reportable segments: 1) Software & Services and 2) Portal & Advertising. Previously the Company concluded that it had one reportable segment. This change resulted in two reporting units for the purpose of our impairment analysis for goodwill.

The Company evaluates goodwill for impairment for each of the Company’s reporting units at least annually, during the fourth quarter, and whenever events occur or circumstances change, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. The Company is required to evaluate goodwill for impairment when there is a change in reporting units.

Companies may perform a qualitative assessment as the initial step in the annual goodwill impairment testing process for all or selected reporting units. Companies are also allowed to bypass the qualitative analysis and perform a quantitative analysis if desired. Economic uncertainties and the length of time from the calculation of a baseline fair value are factors that we consider in determining whether to perform a quantitative test.

When the Company evaluates the potential for goodwill impairment using a qualitative assessment, the Company considers factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel and overall financial performance. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative two-step impairment test.

Quantitative testing first requires a comparison of the fair value of each reporting unit to its carrying value. The fair value of each reporting unit is determined using a combination of an income approach and a market approach. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and any loss must be measured.

The income approach uses a discounted cash flow method to estimate the fair value of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, operating margins and cash flows, the terminal growth rate and the discount rate. The Company projects revenue growth rates, operating margins and cash flows based on each reporting unit's current business, expected developments and operational strategies typically over a five-year period.

The market approach determines fair value based on available market pricing for comparable assets. Valuation multiples were calculated utilizing actual transaction prices and revenue or EBITDA data from target companies deemed similar to the reporting unit. Valuation multiples were then applied to certain operating statistics such as revenue or EBITDA, and an estimated control premium is applied.

If the carrying amount of the reporting unit exceeds the reporting unit’s fair value as determined using the two valuation methodologies described above, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit.

The determination of our assumptions is subjective and requires significant estimates. Changes in these estimates and assumptions could materially affect the results of our reviews for impairment of goodwill.

As stated above during the first quarter of 2019, the Company made changes to our segment reporting structure that resulted in two reportable segments: 1) Software & Services and 2) Portal & Advertising. This change also resulted in two reporting units used to review goodwill for impairment. The Company performed a quantitative test for both reporting units and both reporting units fair value exceeded carrying value. As such, no impairment charges were recorded for the three months ended March 31, 2019.

 

v3.19.1
Revenue from Contracts with Customers
3 Months Ended
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]  
Revenue from Contracts with Customers

2.

Revenue from Contracts with Customers

 

The Company generates all of its revenue from contracts with customers. Many of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software licenses are typically estimated using the residual approach. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis. The Company usually expects payment within 30 to 90 days from the invoice date (fulfillment of performance obligations or per contract terms). None of the Company’s contracts as of March 31, 2019 contained a significant financing component. Differences between the amount of revenue recognized and the amount invoiced, collected from, or paid to its customers are recognized as deferred revenue.

 

Disaggregation of revenue

 

The following table provides information about disaggregated revenue for the three months ended March 31, 2019 and 2018 by the timing of revenue recognition, and includes a reconciliation of the disaggregated revenue by reportable segment (in thousands):

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

Revenue

 

 

 

 

 

 

 

 

 

Software & Services

 

 

 

 

 

 

 

 

 

Products and services transferred over time

 

$

8,875

 

 

$

8,786

 

 

Products transferred at a point in time

 

 

2,283

 

 

 

1,899

 

 

Total Software & Services

 

$

11,158

 

 

$

10,685

 

 

Portal & Advertising

 

 

 

 

 

 

 

 

 

Products and services transferred over time

 

$

1,506

 

 

$

2,087

 

 

Products transferred at a point in time

 

 

19,160

 

 

 

20,143

 

 

Total Portal & Advertising

 

$

20,666

 

 

$

22,230

 

 

Total Revenue

 

$

31,824

 

 

$

32,915

 

 

 

Revenue disaggregated by geography, based on the billing address of our customer, consists of the following (in thousands):

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

Revenue

 

 

 

 

 

 

 

 

 

United States

 

$

26,274

 

 

$

27,038

 

 

International

 

 

5,550

 

 

 

5,877

 

 

Total revenue

 

$

31,824

 

 

$

32,915

 

 

Remaining Performance Obligations

Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from the timing of billings to customers. The changes in deferred revenue, inclusive of both current and long-term, are as follows (in thousands):

 

(in thousands)

 

 

 

 

Beginning balance - January 1, 2019

 

$

8,886

 

Recognition of deferred revenue

 

 

(3,319

)

Deferral of revenue

 

 

2,935

 

Effect of foreign currency translation

 

 

(300

)

Ending balance - March 31, 2019

 

$

8,202

 

 

The majority of the deferred revenue balance above relates to the maintenance and support contracts for Email software licenses. These are recognized straight-line over the life of the contract, with the majority of the balance being recognized within the next twelve months.  

Practical Expedients

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

 

v3.19.1
Leases
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Leases

3.

Leases

The Company enters into various non-cancelable operating lease agreements for certain of our offices, data centers, colocations and certain network equipment. The Company’s leases have original lease periods expiring between 2019 and 2024. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The Company’s variable lease payments are immaterial and its lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease costs are included in cost of revenue and general and administrative costs in the Company’s condensed consolidated statements of operations.

The components of lease costs, lease term and discount rate are as follows (lease cost in thousands):

 

 

 

Three Months Ended

March 31, 2019

 

 

Finance lease cost

 

 

 

 

 

Amortization of right-of-use assets

 

$

628

 

 

Interest

 

 

189

 

 

Operating lease cost

 

 

1,090

 

 

Total lease cost

 

$

1,907

 

 

 

 

 

 

 

 

Weighted Average Remaining Lease Term

 

 

 

 

 

Operating leases

 

2.7

 

Years

Finance leases

 

0.5

 

Years

 

 

 

 

 

 

Weighted Average Discount Rate

 

 

 

 

 

Operating leases

 

 

6.0

 

%

Finance leases

 

 

5.7

 

%

 

The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2019 (in thousands):

 

 

 

Operating Leases

 

 

Finance Leases

 

The remainder of 2019

 

$

3,867

 

 

$

2,220

 

2020

 

 

3,110

 

 

 

1,557

 

2021

 

 

1,596

 

 

 

107

 

2022

 

 

947

 

 

 

 

2023

 

 

451

 

 

 

 

2024

 

 

36

 

 

 

 

Total undiscounted cash flows

 

$

10,007

 

 

$

3,884

 

Less imputed interest

 

 

(787

)

 

 

(815

)

Present value of lease liabilities

 

$

9,220

 

 

$

3,069

 

 

As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and under Accounting Standard Codification Topic 840, the predecessor to Topic 842, the following is a summary of annual future minimum lease and rental commitments under noncancelable operating leases as of December 31, 2018 (in thousands):

 

Years Ending December 31,

 

Operating Lease

Commitments

 

2019

 

$

5,276

 

2020

 

 

3,101

 

2021

 

 

1,594

 

2022

 

 

782

 

2023

 

 

250

 

2024

 

 

33

 

Total lease commitments

 

$

11,036

 

 

Supplemental cash flow information related to leases are as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

Operating cash flows from operating leases

 

 

1,202

 

Operating cash flows from financing leases

 

576

 

Financing cash flows from finance leases

 

 

48

 

 

 

 

 

 

Lease liabilities arising from obtaining right-of-use-assets:

 

 

 

 

Operating leases

 

 

 

Finance leases

 

 

 

 

 

v3.19.1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

4.

Goodwill and Intangible Assets

As described in Note 1 - The Company and Summary of Significant Accounting Principles, the Company changed its reportable segments during the first quarter of 2019. Goodwill was assigned to the new reportable segments on the relative fair value basis.

The changes in the carrying amount of Goodwill for the three months ended March 31, 2019 are as follows (in thousands):

 

 

 

Software & Services

 

 

Portal & Advertising

 

 

Total

 

 

Balance as of December 31, 2018

 

$

11,318

 

 

$

4,623

 

 

$

15,941

 

 

Effect of foreign currency translation

 

 

3

 

 

 

 

 

 

3

 

 

Balance as of March 31, 2019

 

$

11,321

 

 

$

4,623

 

 

$

15,944

 

 

 

There were no goodwill impairment losses recorded during the three months ending March 31, 2019, and the Company has no accumulated impairment losses.

Intangible assets consisted of the following (in thousands):

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Customer and publisher relationships

 

$

14,780

 

 

$

14,780

 

Technology

 

 

2,330

 

 

 

2,330

 

Trademark

 

 

300

 

 

 

300

 

 

 

 

17,410

 

 

 

17,410

 

Less accumulated amortization

 

 

(7,393

)

 

 

(6,857

)

Intangible assets, net

 

$

10,017

 

 

$

10,553

 

 

Amortization of intangible assets totaled $0.5 million for the three months ended March 31, 2019 and 2018. Based on acquired intangible assets recorded at March 31, 2019, amortization is expected to be $1.6 million for the remainder of 2019, $2.0 million in 2020, $1.4 million in 2021, $1.3 million in 2022, and $1.3 million in 2023.

v3.19.1
Property and Equipment - Net
3 Months Ended
Mar. 31, 2019
Property Plant And Equipment [Abstract]  
Property and Equipment - Net

5.

Property and Equipment – Net

Property and equipment, net consisted of the following (in thousands):

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Computer equipment

 

$

27,428

 

 

$

27,294

 

Computer software

 

 

31,978

 

 

 

27,422

 

Furniture and fixtures

 

 

1,620

 

 

 

1,618

 

Leasehold improvements

 

 

1,244

 

 

 

1,256

 

Work in process (primarily software development costs)

 

 

599

 

 

 

4,584

 

Other

 

 

179

 

 

 

179

 

 

 

 

63,048

 

 

 

62,353

 

Less accumulated depreciation

 

 

(45,360

)

 

 

(43,646

)

Property and equipment, net

 

$

17,688

 

 

$

18,707

 

 

Depreciation expense totaled $2.0 million and $1.9 million for the three months ended March 31, 2019 and 2018, respectively.   

 

Property and equipment includes computer equipment and software held under finance leases of $8.4 million and $8.0 million as of March 31, 2019 and 2018, respectively. Accumulated depreciation of computer equipment and software held under finance leases amounted to $5.3 million and $3.0 million as of March 31, 2019 and 2018, respectively.

For the three months ended March 31, 2019 and 2018, the Company capitalized a total of $0.7 million, and $0.8 million of costs that occurred during the application development phase, related to the development of internal-use software. The Company capitalized a total of $0.3 million and $0.8 million of costs related to the development of software for sale or license for the three months ended March 31, 2019 and 2018 that occurred after technological feasibility had been achieved.

Amortization of software capitalized for internal use was $1.1 million and $1.1 million, for the three months ended March 31, 2019 and 2018, respectively and included in depreciation and amortization in the consolidated statement of operations. Amortization of software for sale or license for the three months ended March 31, 2019 and 2018 was not material.

Impairment charges related to software, previously capitalized for internal use, for the three months ended March 31, 2019 was $0.2 million and was included in general and administrative expense in the consolidated statement of operations. There were no impairment charges during the first three months ended March 31, 2018. The impairment charges are a result of circumstances that indicated that the carrying values of the assets were not fully recoverable. The Company utilizes the discounted cash flow method to determine the fair value of the capitalized software assets. 

The following table sets forth long-lived tangible assets by geographic area (in thousands):

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Long-lived tangible assets:

 

 

 

 

 

 

 

 

United States

 

$

17,214

 

 

$

18,217

 

International

 

 

474

 

 

 

490

 

Total long-lived tangible assets

 

$

17,688

 

 

$

18,707

 

 

v3.19.1
Accrued Expenses and Other Current Liabilities
3 Months Ended
Mar. 31, 2019
Payables And Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

6.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Accrued compensation

 

$

3,111

 

 

$

5,801

 

Accrued content fees and other costs of revenue

 

 

110

 

 

 

342

 

Accrued taxes

 

 

227

 

 

 

206

 

Other

 

 

1,162

 

 

 

1,500

 

Total

 

$

4,610

 

 

$

7,849

 

 

Included in accrued compensation are accrued severance costs. In 2018, the Company initiated a cost reduction program to drive overall efficiency while adding capacity and streamlining the organization. These actions resulted in workforce reductions, office consolidations and consolidating operations. The below table summarizes the activity in the accrued severance account (in thousands).

 

 

 

March 31, 2019

 

Balance at January 1, 2019

 

$

274

 

Charged to expense

 

 

 

Cash payments

 

 

(113

)

Balance at March 31, 2019

 

$

161

 

 

 

v3.19.1
Segment Information
3 Months Ended
Mar. 31, 2019
Segment Reporting [Abstract]  
Segment Information

7.

Segment Information

During the first quarter of 2019, the Company made changes to its segment reporting structure that resulted in two reportable segments: 1) Software & Services and 2) Portal & Advertising. All historical amounts have been restated to reflect this change in reportable segments. Software & Services generates revenue by providing cloud-based identity management solutions and email/collaboration products. Portal & Advertising generates managed portal fees and advertising revenue from its traffic on its Managed Portals and other advertising solutions it provides for publishers.

The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM reviews financial performance and allocates resources by reportable segment. There have been no operating segments aggregated to arrive at the Company’s reportable segments.

The accounting policies of each segment are the same as those described in the summary of significant accounting policies, refer to Note 1 Summary of Significant Accounting Policies, for further details. The Company evaluates the performance of its segments and allocates resources to them based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as EBITDA (earnings before interest, income taxes, depreciation and amortization) adjusted for certain non-cash items and other non-recurring income and expenses.

Revenue for all operating segments include only transactions with unaffiliated customers and there is no intersegment revenue.

The Company does not account for, and does not report to management, its assets or capital expenditures by segment other than goodwill and intangible assets used for impairment analysis purposes.

The tables below summarize the financial information for the Company’s reportable segments for the three months ended March 31, 2019 and 2018 (in thousands). The “Corporate Unallocated Expenses” category, as it relates to Segment Adjusted EBITDA, primarily includes corporate overhead costs, such as rent, payroll and related benefit costs and professional services which are not directly attributable to any individual segment.

 

 

 

Three Months Ended

 

 

 

 

March 31, 2019

 

 

 

 

Revenue

 

 

Cost of revenue 1

 

 

Segment Adjusted EBITDA

 

 

Software & Services

 

$

11,158

 

 

$

3,503

 

 

$

2,794

 

 

Portal & Advertising

 

 

20,666

 

 

 

13,003

 

 

 

2,621

 

 

Corporate Unallocated Expenses

 

 

 

 

 

 

 

 

(3,711

)

 

Total Company

 

$

31,824

 

 

$

16,506

 

 

$

1,704

 

 

 

 

 

Three Months Ended

 

 

 

 

March 31, 2018

 

 

 

 

Revenue

 

 

Cost of revenue 1

 

 

Segment Adjusted EBITDA

 

 

Software & Services

 

$

10,685

 

 

$

3,108

 

 

$

2,497

 

 

Portal & Advertising

 

 

22,230

 

 

 

12,427

 

 

 

3,048

 

 

Corporate Unallocated Expenses

 

 

 

 

 

 

 

 

(4,934

)

 

Total Company

 

$

32,915

 

 

$

15,535

 

 

$

611

 

 

Notes:

1 Exclusive of depreciation and amortization shown separately on the condensed consolidated statements of operations

 

The following table reconciles total Segment Adjusted EBITDA to Net loss:

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

 

 

(in thousands)

 

 

Total Segment Adjusted EBITDA

 

$

1,704

 

 

$

611

 

 

Less:

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

(277

)

 

 

(20

)

 

Interest expense

 

 

(64

)

 

 

(97

)

 

Other income, net

 

 

216

 

 

 

119

 

 

Depreciation and amortization

 

 

(2,487

)

 

 

(2,435

)

 

Capitalized software impairment

 

 

(226

)

 

 

 

 

Stock-based compensation expense

 

 

(331

)

 

 

(553

)

 

Certain legal expenses *

 

 

(266

)

 

 

 

 

Certain professional services fees**

 

 

(513

)

 

 

 

 

Net loss

 

$

(2,244

)

 

$

(2,375

)

 

 

 

*

"Certain legal expenses" include legal fees and other related expenses associated with legal proceedings outside the ordinary course of our business, including the class action securities litigation, and arbitration costs related to the dissolution of a former joint venture.

**

“Certain professional services fees” includes fees and expenses related to merger and acquisition activities.

 

v3.19.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8.

Commitments and Contingencies

Litigation

The Company was previously awaiting a decision of an arbitration tribunal following a binding arbitration that took place on July 30, 2018 between the Company and Maxit Technology Incorporated and Maxit Technology Holdings Limited, (“Maxit”), who were formerly the Company’s joint venture partner in China. After unsuccessful settlement discussions between the parties, on January 25, 2016, Maxit requested arbitration under the Rules of the International Chamber of Commerce. In its request for arbitration, Maxit asserted claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, and negligent misrepresentation, all arising out of the Company’s alleged failure to provide capital and software as required by the joint venture agreement. In its request, Maxit sought an award of money damages based on its share of the lost potential value of the joint venture, as well as a percentage of revenue from any future sales to customers originally introduced by Maxit, interest and legal expenses. On March 18, 2019, the arbitral tribunal issued a final award finding that the Company has no liability to Maxit. The Company reversed the reserve of $0.3 million that was previously recorded related to this arbitration during the first quarter of 2019.

The Company and its Chief Executive Officer and former Chief Financial Officer were named as defendants in a federal securities class action lawsuit filed on April 4, 2018 in the United States District Court for the Southern District of New York. The class includes persons who purchased the Company’s shares between May 4, 2016 and March 15, 2018. The plaintiff alleged that the Company made materially false and misleading statements regarding its contract with AT&T and the timing of revenue to be derived therefrom, and that as a result class members suffered losses because Synacor shares traded at artificially inflated prices. The plaintiff sought an unspecified amount of damages, as well as interest, attorneys’ fees and legal expenses. The court appointed a lead plaintiff and approved plaintiff’s selection of lead counsel on July 6, 2018. On October 16, 2018 the court appointed new lead counsel and confirmed the lead plaintiff. The plaintiff filed an amended complaint on November 2, 2018 and the Company filed a motion to dismiss on December 17, 2018. The plaintiff filed its opposition to the Motion to Dismiss on January 19, 2019 and the Company filed its reply to plaintiff’s opposition on February 15, 2019. The Company disputes these claims and intends to defend them vigorously. The Company cannot yet determine whether it is probable that a loss will be incurred in connection with this complaint, nor can the Company reasonably estimate the potential loss, if any. Any liabilities related to this lawsuit are covered by D&O insurance after the Company reaches its deductible.  

In addition, the Company is, from time to time, party to litigation arising in the ordinary course of business. It does not believe that the outcome of these claims will have a material adverse effect on its consolidated financial position, results of operations or cash flows based on the status of proceedings at this time. However, these matters are subject to inherent uncertainties and the Company’s view of these matters may change in the future.

v3.19.1
Stock-based Compensation
3 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-based Compensation

9.

Stock-based Compensation

The Company has stock-based employee compensation plans for which compensation cost is recognized in its financial statements. The cost is measured at the grant date, based on the fair value of the award, determined using the Black-Scholes option pricing model, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods indicated:

 

 

 

Three Months Ended

 

 

 

March 31, 2019

 

Weighted average grant date fair value

 

$

0.99

 

Expected dividend yield

 

 

%

Expected stock price volatility

 

 

61

%

Risk-free interest rate

 

 

2.6

%

Expected life of options (in years)

 

 

6.25

 

 

 

Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Technology and development

 

$

103

 

 

$

134

 

Sales and marketing

 

 

115

 

 

 

138

 

General and administrative

 

 

113

 

 

 

281

 

Total stock-based compensation expense

 

$

331

 

 

$

553

 

 

Stock Option Activity – A summary of the stock option activity for the three months ended March 31, 2019 is presented below:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term (years)

 

 

Aggregate

Intrinsic

Value (in

thousands)

 

Outstanding at January 1, 2019

 

 

7,669,093

 

 

$

2.51

 

 

 

 

 

 

 

 

 

Granted

 

 

120,200

 

 

 

1.68

 

 

 

 

 

 

 

 

 

Exercised

 

 

(24,819

)

 

 

1.49

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(41,512

)

 

 

2.15

 

 

 

 

 

 

 

 

 

Expired

 

 

(167,847

)

 

 

2.61

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

7,555,115

 

 

$

2.50

 

 

 

6.26

 

 

$

58

 

Vested and expected to vest at March 31, 2019

 

 

7,410,324

 

 

$

2.50

 

 

 

6.21

 

 

$

58

 

Vested and exercisable at March 31, 2019

 

 

5,652,596

 

 

$

2.54

 

 

 

5.51

 

 

$

49

 

Aggregate intrinsic value represents the difference between the Company’s closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the Nasdaq Global Market as of March 31, 2019 was $1.57 per share. The total intrinsic value of options exercised for the three months ended March 31, 2019 was minimal. The weighted average fair value of options granted during the three months ended March 31, 2019 amounted to $0.99 per option share.

As of March 31, 2019, the unrecognized compensation cost related to options granted, for which vesting is probable, and adjusted for estimated forfeitures, was approximately $2.1 million. This cost is expected to be recognized over a weighted-average remaining period of 2.4 years.

RSU Activity —A summary of RSU activity for the three months ended March 31, 2019 is as follows:

 

 

 

Number of Shares

 

 

Weighted Average

Fair Value

 

Unvested—January 1, 2019

 

 

11,346

 

 

$

3.60

 

Granted

 

 

383,500

 

 

 

1.76

 

Released

 

 

(416

)

 

 

3.04

 

Forfeited

 

 

 

 

 

 

Unvested—March 31, 2019

 

 

394,430

 

 

$

1.81

 

Unvested expected to vest —March 31, 2019

 

 

394,430

 

 

$

1.81

 

As of March 31, 2019, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs was $0.6 million. This cost is expected to be recognized over a weighted-average remaining period of 2.88 years.

v3.19.1
Net (Loss) Income Per Common Share Data
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Net (Loss) Income Per Common Share Data

10.

Net (Loss) Income Per Common Share Data

Basic net (loss) income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants, and to a lesser extent, shares issuable upon the release of RSUs. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method.

The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2019

 

 

2018

 

 

Anti-dilutive equity awards:

 

 

 

 

 

 

 

 

 

Stock options

 

 

7,612,104

 

 

 

8,901,645

 

 

Restricted stock units

 

 

202,888

 

 

 

51,267

 

 

Warrants

 

 

 

 

 

600,000

 

 

v3.19.1
The Company and Summary of Significant Accounting Principles (Policies)
3 Months Ended
Mar. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Presentation

Basis of Presentation

The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period.

The accompanying condensed consolidated balance sheet as of December 31, 2018 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

During the first quarter of 2019, the Company made a change to its segment reporting structure which resulted in two segments 1) Software & Services and 2) Portal & Advertising. As a result certain prior year amounts have been restated to conform to current year’s presentation. Historical Amounts in Note 2 – Revenue from Contracts with Customers, Note 4 - Goodwill and Intangible Assets and Note 7 – Segment Information have been restated to reflect these changes in reportable segments.

Additionally, the Company has reclassified certain costs and expenses in the consolidated statement of operations for the three months ended March 31, 2018, amounting to $0.3 million, from technology and development to cost of revenue to conform to the current period presentation. These reclassifications had no effect on previously reported total costs and operating expenses and net loss.

Accounting Estimates

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.

Concentrations of Risk

Concentrations of Risk

As of March 31, 2019 and December 31, 2018, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows:

 

 

 

Accounts Receivable

 

 

 

March 31, 2019