UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________________________
FORM 8-K
________________________________________________________________________________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2020
________________________________________________________________________________________________

Synacor, Inc.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________

					
Delaware	 	001-33843	 	16-1542712	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	
		
40 La Riviere Drive, Suite 300
Buffalo, New York	 	14202	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (716) 853-1362 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

 	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

 	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

 	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Securities registered pursuant to Section 12(b) of the Act:
															
Title of Each Class	 	Trading Symbol(s)	 	Name of each exchange on which registered	
Common Stock, $0.01 Par Value (voting)	 	SYNC	 	The Nasdaq Stock Market LLC
(The Nasdaq Global Market)	

			

Item 2.02. Results of Operations and Financial Condition.
On March 3, 2020, Synacor, Inc. issued a press release announcing its financial results for the year ended December 31, 2019. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.	  	Description			
				
99.1 	 	  	Press release issued by Synacor, Inc. dated March 3, 2020			

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

							
	 		 	Synacor, Inc.	
				
Date: March 3, 2020	 		 	By:	 	/s/ Timothy J. Heasley	
	 		 		 	Timothy J. Heasley	
	 		 		 	Chief Financial Officer and Secretary	

Exhibit 99.1
  
Synacor Reports Strong Fourth Quarter 2019 Financial Results; Announces Board Transition in Anticipation of Qumu Merger

•Fourth quarter revenue of $26.8 million, in line with guidance
•Fourth quarter GAAP net loss of $0.6 million and Adjusted EBITDA of $3.4 million, both exceeding the high end of the guidance range
•Signed a significant new Cloud ID customer; continued success in Zimbra sales bookings; and growth in Publisher Advertising
•Announces Board nominees and commences search for new Chairperson in anticipation of the merger with Qumu; Kevin Rendino appointed as interim Chairman

BUFFALO, N.Y., March 3, 2020 – Synacor, Inc. (Nasdaq: SYNC), a cloud-based software and services company serving global video, internet and communications providers, device manufacturers, governments and enterprises, today announced its financial results for the fourth quarter and year-ended December 31, 2019.

“We have been laying the foundation for growth in our Software business while delivering on our Adjusted EBITDA targets,” said Himesh Bhise, Synacor’s Chief Executive Officer. “Our Q4 results reflect increasing customer validation of our Collaboration and Identity product roadmap, continued growth in our publisher advertising business, and expanded company EBITDA margins from streamlined operations and cost reductions. We have also begun planning for the integration of Qumu and its industry-leading video platform to bolster our software revenue growth, rationalize costs, improve operating scale and expand profitability.”

Recent Highlights

•25.3% reduction in operating expenses compared to the year ago quarter and delivered Adjusted EBITDA margin of 12.8%
•Significant Cloud ID contract signed to support digital streaming growth of a large subscription services provider.
•Launched version 9 of Zimbra email and collaboration platform, with modern, easy-to-use features and industry leading extensibility.
•98 new customers and 190 contract expansions for Zimbra email and collaboration platform delivered through worldwide channel partners.
•Active publishers in the Publisher Advertising business were 116 compared to 89 in the year ago quarter.
•On February 11, announced the highly synergistic merger with Qumu. The combined company will be a collaboration software focused business with about $50 million of recurring revenue, opportunities to accelerate growth and expected annualized operating synergies of $4 million to $5 million.

Fourth Quarter and Full Year Financial Results:

Revenue

For the fourth quarter of 2019, revenue was $26.8 million, in line with the Company’s financial guidance, compared to $39.4 million in the fourth quarter of 2018. The decrease was primarily due to the loss of the AT&T portal contract in Q3’19, which contributed $12.1 million in revenue in Q4’18.

Software & Services revenue totaled $11.6 million in the fourth quarter of 2019, compared with $12.4 million in the fourth quarter of 2018. The fourth quarter of 2018 included $0.4 million in revenue from a discontinued product and $0.3 million in non-recurring services revenue. Portal & Advertising revenue totaled $15.2 million in the fourth quarter of 2019, compared with $27.0 million in the year-ago period. The decline was due to the loss of the AT&T portal contract in Q3’19.

For fiscal year 2019, total revenue was $121.8 million, compared to $143.9 in fiscal year 2018. Software & Services revenue was $44.5 million compared to $48.7 million in the prior year. The decline was primarily related to discontinued product and non-recurring services revenue which contributed $1.2 million and $2.5 million respectively in 2018. Portal & Advertising revenue was $77.4 million, compared to $95.2 million in fiscal 2018. The decline was primarily due to the loss of the AT&T portal contract in Q3’19.
Net Loss

For the fourth quarter of 2019, net loss was $0.6 million, or ($0.01 per share), compared with a net loss of $0.4 million, or ($0.01 per share), in the fourth quarter of 2018.

Net loss for fiscal year 2019 was $9.0 million, or ($0.23 per share), compared to a net loss of $7.6 million, or ($0.19 per share) in fiscal year 2018.
Adjusted EBITDA

For the fourth quarter of 2019, adjusted EBITDA was $3.4 million (12.8% of revenue), compared with $4.0 million (10.2% of revenue) in the fourth quarter of 2018. Adjusted EBITDA excludes stock-based compensation, other income and expense, asset impairments, restructuring costs, and certain legal and professional fees.

For fiscal year 2019, adjusted EBITDA was $9.5 million (7.8% of revenue), compared with $8.5 million (5.9% of revenue) in fiscal year 2018.
Cash

The Company ended the fourth quarter of 2019 with $11.0 million in cash and cash equivalents, compared with $15.2 million at the end of the third quarter of 2019 and $15.9 million at December 31, 2018, due primarily to a one-time adjustment related to the wind-down of ATT.net.

Guidance

Based on information available as of March 3, 2020, the Company is providing guidance for first quarter and full year 2020. Other than committed transaction costs, this excludes any effects from the Qumu merger.

•Q1 2020 Guidance: Revenue for the first quarter of 2020 is projected to be in the range of $21.5 million to $23.5 million. The Company expects to report a GAAP net loss of $4.0 million to $4.5 million and adjusted EBITDA of $0.5 million to $1.0 million.

•Fiscal 2020 Guidance: Revenue for full year 2020 is expected to be in the range of $95.0 million to $102.0 million. The Company expects to report a net loss in the range of $7.7 million to $9.7 million and adjusted EBITDA in the range of $6.0 million to $8.0 million.

Board Transition in Anticipation of Qumu Merger

Synacor had previously announced that pursuant to the merger agreement, the Board of Directors of the combined software-focused Synacor and Qumu company will consist of seven directors - three directors to be appointed by Synacor, two directors to be appointed by Qumu, Synacor CEO Himesh Bhise, and a new, seventh independent director with software and SaaS experience to serve as Chairperson.

Today, the Synacor Board named Lisa Donohue, Marwan Fawaz, and Kevin Rendino, and the Qumu Board named Mary Chowning and Neil Cox, as the directors who will join Himesh Bhise, following the closing of the proposed merger with Qumu to serve on the reconstituted board of the combined company.

The Board has engaged Heidrick & Struggles, a prominent executive search firm, to identify and evaluate candidates to serve as the combined company’s seventh Director and new Chairperson.

Synacor also announced today that Jordan Levy has resigned as Chairman of the Board, and is stepping down from the Board of Directors effective immediately. Kevin Rendino has been appointed Interim Chairman. In addition, Gary Ginsberg and Scott Murphy have notified the Board that they will complete their current terms as independent directors and will not stand for re-election at the 2020 Annual Meeting. Effective at the time of the 2020 Annual Meeting, the size of Synacor’s Board of Directors will be reduced from nine to seven members. Andrew Kau and Michael Montgomery have notified the Board that they intend to resign from their positions immediately prior to the closing of the proposed merger to allow the two Qumu appointees (Mary Chowning and Neil Cox) to join the Synacor Board.

“On behalf of the entire board, I want to thank Jordy for his years of service as Chair of Synacor’s Board of Directors,” commented Kevin Rendino, Interim Synacor Chairman and CEO of 180 Degree Capital. “180 Degree Capital holds a significant stake in Synacor and is aligned with shareholders in the goal to narrow the disconnect in Synacor’s valuation relative to its intrinsic value. As Synacor advances its SaaS transformation and works to close the merger with Qumu, with a continued focus on profitability, we believe there is significant opportunity to unlock value for shareholders. The Board believes that identifying a permanent, independent, director with relevant software experience to serve as Chairperson of the Company is just one but a vital step in Synacor’s evolution.”
Conference Call Details
Synacor will host a conference call today at 5 p.m. ET to discuss the fourth quarter and fiscal year-end 2019 financial results. The live webcast of Synacor’s earnings conference call can be accessed at https://www.synacor.com/investor-relations/events-and-presentations. To participate, please dial 1-833-235-2655 (toll free) or 1-647-689-4151 (international) and reference conference ID 8885819.
Following the conclusion of the live call, a replay of the webcast will be available on the Investor Relations section of the Company's website for at least 90 days. A telephonic replay of the conference call will also be available from 8 p.m. ET on March 3, 2020, until 11:59 p.m. ET on March 17, 2020, by dialing 1-800-585-8367 or 1-416-621-4642 and using the pin number 8885819.
About Synacor
Synacor (Nasdaq: SYNC) is a cloud-based software and services company serving global video, internet and communications providers, device manufacturers, governments and enterprises. Synacor’s mission is to enable its customers to better engage with their consumers. Its customers use Synacor’s technology platforms and services to scale their businesses and extend their subscriber relationships. Synacor delivers managed portals, advertising solutions, email and collaboration platforms, and cloud-based identity management. www.synacor.com
Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures in this release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles (GAAP).

We report adjusted EBITDA because it is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

For a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, please refer to the table “Reconciliation of GAAP to Non-GAAP Measures” in this press release.

We report adjusted net loss and adjusted diluted earnings per share because we believe these measures provide investors with additional information to assess our financial performance. These measures should be viewed as supplemental data, rather than substitutes or alternatives to the comparable GAAP measures. For a reconciliation of our GAAP Condensed Consolidated Statements of Operations to our adjusted non-GAAP measures, please refer to the table “Reconciliation of Adjusted Financial Measures” in this press release.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements concerning Synacor’s expected financial performance including, without limitation, its first-quarter and full-year 2020 guidance, anticipated benefits from the merger with Qumu, the statements and quotations from management and Synacor’s strategic and operational plans. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements the Company makes.

The risks and uncertainties referred to above include – but are not limited to – risks associated with: : Synacor and Qumu’s ability or inability to obtain shareholder approval as required for the merger or to satisfy other conditions the merger; the effect of the announcement of the merger on Synacor and Qumu’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Synacor or Qumu does business; disruption of Synacor management’s attention due to the merger; the combined company’s ability to achieve cost reductions and cost synergies from the merger; execution of our plans and strategies, including the loss of a significant customer; our ability to obtain new customers; our ability to integrate the assets and personnel from acquisitions; expectations regarding consumer taste and user adoption of applications and solutions; developments in internet browser software and search advertising technologies; general economic conditions; expectations regarding the Company’s ability to timely expand the breadth of services and products or introduction of new services and products; consolidation within the cable and telecommunications industries; changes in the competitive dynamics in the market for online search and digital advertising; the risk that security measures could be breached and unauthorized access to subscriber data could be obtained; potential third party intellectual property infringement claims or other legal claims against Synacor; and the price volatility of our common stock.

Further information on these and other factors that could affect the Company’s financial results is included in filings it makes with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” in the Company’s most recent Form 10-K filed with the SEC. These documents are available on the SEC Filings section of the Investor Information section of the Company’s website at
http://investor.synacor.com/. All information provided in this release and in the attachments is available as of March 3, 2020, and Synacor undertakes no duty to update this information.

No Offer or Solicitation

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed merger between Synacor and Qumu, Synacor intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus of Synacor and Qumu and other documents concerning the proposed merger with the SEC. The definitive proxy statement will be mailed to the stockholders of Synacor and Qumu in advance of the meeting. BEFORE MAKING ANY VOTING DECISION, SYNACOR’S AND QUMU’S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SYNACOR AND QUMU WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the joint proxy statement/prospectus and other documents containing important information about Synacor and Qumu, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Synacor makes available free of charge at www.synacor.com, copies of materials it files with, or furnishs to, the SEC. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

Participants in the Solicitation

This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Synacor, Qumu and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of Synacor and Qumu in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the joint proxy statement/prospectus referred to above. Security holders may also obtain information regarding the names, affiliations and interests of Synacor’s directors and executive officers in Synacor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 14, 2019, and its definitive proxy statement for the 2019 annual meeting of stockholders, which was filed with the SEC on April 5, 2019. Security holders may obtain information regarding the names, affiliations and interests of Qumu’s directors and executive officers in Qumu’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 15, 2019, and its definitive proxy statement for the 2019 annual meeting of shareholders, which was filed with the SEC on April 9, 2019. To the extent the holdings of Synacor securities by Synacor’s directors and executive officers or the holdings of Qumu securities by Qumu’s directors and executive officers have changed since the amounts set forth in Synacor’s or Qumu’s respective proxy statement for its 2019 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed merger will be included in the joint proxy statement/prospectus relating to the proposed merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Synacor’s website at www.synacor.com and Qumu’s website at www.qumu.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

Synacor, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

		December 31, 2019		December 31, 2018	
Assets	
Current assets:						
Cash and cash equivalents		$	10,966 	 		$	15,921 	 	
Accounts receivable, net		20,532 	 		25,567 	 	
Prepaid expenses and other current assets		2,989 	 		3,779 	 	
Total current assets		34,487 	 		45,267 	 	
Property and equipment, net		14,948 	 		18,707 	 	
Operating lease right-of-use assets		4,765 	 		— 	 	
Goodwill		15,948 	 		15,941 	 	
Intangible assets		8,411 	 		10,553 	 	
Other assets		1,319 	 		995 	 	
Total Assets		$	79,878 	 		$	91,463 	 	
						
Liabilities and Stockholders' Equity					
Current liabilities:					
Accounts payable		$	12,583 	 		$	19,174 	 	
Accrued expenses and other current liabilities		5,878 	 		7,849 	 	
Current portion of deferred revenue		6,509 	 		6,672 	 	
Current portion of long-term debt and finance leases		2,529 	 		2,328 	 	
Current portion of operating lease liabilities		2,165 	 		— 	 	
Total current liabilities		29,664 	 		36,023 	 	
Long-term portion of debt and finance leases		729 	 		1,367 	 	
Deferred revenue		2,366 	 		— 	 	
Long-term portion of operating lease liabilities		2,846 	 		2,214 	 	
Deferred income taxes		275 	 		231 	 	
Other long-term liabilities		334 	 		457 	 	
Total Liabilities		36,214 	 		40,292 	 	
Stockholders' Equity:							
Common stock		401 	 		399 	 	
Treasury stock		(1,931)	 		(1,899)	 	
Additional paid-in capital		146,460 	 		144,739 	 	
Accumulated deficit		(100,747)	 		(91,726)	 	
Accumulated other comprehensive loss		(519)	 		(342)	 	
Total stockholders’ equity		43,664 	 		51,171 	 	
Total Liabilities and Stockholders' Equity		$	79,878 	 		$	91,463 	 	

Synacor, Inc.
Condensed Consolidated Statements of Operations
(In thousands except share and per share amounts)
(Unaudited)

		Three Months Ended December 31,		Twelve Months Ended December 31,	
		2019		2018		2019		2018	
																
Revenue		$	26,806 	 			$	39,398 	 			$	121,845 	 			$	143,879 	 	
Costs and operating expenses:																
Cost of revenue (1)		12,698 	 			20,946 	 			61,990 	 			73,304 	 	
Technology and development (1)(2)		3,605 	 			5,679 	 			18,273 	 			23,753 	 	
Sales and marketing (2)		4,776 	 			5,609 	 			21,790 	 			24,116 	 	
General and administrative (1)(2)		3,666 	 			4,838 	 			17,734 	 			19,454 	 	
Depreciation and amortization		2,258 	 			2,325 	 			9,865 	 			9,641 	 	
Total costs and operating expenses		27,003 	 			39,397 	 			129,652 	 			150,268 	 	
(Loss) income from operations		(197)	 		1 	 		(7,807)	 		(6,389)	 	
Other expense, net		(127)	 		(166)	 		(17)	 		(212)	 	
Interest expense		(69)	 		(73)	 		(268)	 		(338)	 	
Loss before income taxes		(393)	 		(238)	 		(8,092)	 		(6,939)	 	
Provision for income taxes		172 	 		138 	 			929 	 			616 	 	
Net loss		$	(565)	 		$	(376)	 		$	(9,021)	 		$	(7,555)	 	
Net loss per share:									
Basic		$	(0.01)	 		$	(0.01)	 		$	(0.23)	 		$	(0.19)	 	
Diluted		$	(0.01)	 		$	(0.01)	 		$	(0.23)	 		$	(0.19)	 	
Weighted average shares used to compute net loss per share:									
Basic		39,190,444 	 		39,009,442 	 		39,090,239 	 		38,895,301 	 	
Diluted		39,190,444 	 		39,009,442 	 		39,090,239 	 		38,895,301 	 	
Notes:									
(1)Exclusive of depreciation and amortization shown separately.							
(2)Includes stock-based compensation as follows:							
		Three Months Ended December 31,		Twelve Months Ended December 31,	
		2019		2018		2019		2018	
Technology and development		$	40 	 		$	120 	 		$	338 	 		$	489 	 	
Sales and marketing		138 	 		100 	 		513 	 		474 	 	
General and administrative		254 	 		133 	 		765 	 		841 	 	
		$	432 	 		$	353 	 		$	1,616 	 		$	1,804 	 	

Synacor, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(In thousands)
(Unaudited)

The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods indicated:

		Three Months Ended December 31,		Twelve Months Ended December 31,	
		2019		2018		2019		2018	
Reconciliation of Adjusted EBITDA:									
Net loss		$	(565)	 		$	(376)	 		$	(9,021)	 		$	(7,555)	 	
Provision for income taxes		172 	 		138 	 		929 	 		616 	 	
Interest expense		69 	 		73 	 		268 	 		338 	 	
Other expense, net		127 	 		166 	 		17 	 		212 	 	
Depreciation and amortization		2,742 	 		2,516 	 		11,251 	 		9,832 	 	
Long-lived asset impairment		— 	 		552 	 		1,751 	 		552 	 	
Stock-based compensation expense		432 	 		353 	 		1,616 	 		1,804 	 	
Restructuring costs *		140 	 		77 	 		959 	 		1,111 	 	
Certain legal expenses **		293 	 		367 	 		1,098 	 		1,400 	 	
Certain professional services fees ***		34 	 		154 	 		635 	 		154 	 	
Adjusted EBITDA		$	3,444 	 		$	4,020 	 		$	9,503 	 		$	8,464 	 	

						
*	"Restructuring costs" include severance expense, contract termination costs and other exit or disposal costs.	
**	"Certain legal expenses" include legal fees and other related expenses outside the ordinary course of business.	
***	“Certain professional services fees” includes fees and expenses related to merger and acquisition activities.	

Synacor, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

		Twelve Months Ended December 31,	
		2019		2018	
Cash Flows from Operating Activities:					
Net loss		$	(9,021)	 			$	(7,555)	 	
Adjustments to reconcile net loss to net cash and cash equivalents
provided by operating activities:					
Depreciation and amortization		11,251 	 			9,832 	 	
Long-lived asset impairment		1,751 	 			552 	 	
Stock-based compensation expense		1,616 	 		1,804 	 	
Provision for deferred income taxes		44 	 		(248)	 	
Change in allowance for doubtful accounts		360 	 		126 	 	
Changes in operating assets and liabilities:							
Accounts receivable, net		4,676 	 		6,002 	 	
Prepaid expenses and other assets		526 	 		879 	 	
Operating lease right-of-use assets and liabilities, net		95 	 		— 	 	
Accounts payable, accrued expenses and other liabilities		(8,828)	 		(5,391)	 	
Deferred revenue		(11)	 		(3,945)	 	
Net cash provided by operating activities		2,459 	 		2,056 	 	
Cash Flows from Investing Activities:							
Purchases of property and equipment		(3,772)	 		(6,256)	 	
Net cash used in investing activities		(3,772)	 		(6,256)	 	
Cash Flows from Financing Activities:							
Repayments on long-term debt and finance leases		(3,427)	 		(2,422)	 	
Payments of financing issuance costs		(60)	 		— 	 	
Proceeds from exercise of common stock options		60 	 		385 	 	
Purchase of treasury stock and shares received to satisfy minimum tax
withholdings		(32)	 		(18)	 	
Net cash used in financing activities		(3,459)	 		(2,055)	 	
Effect of exchange rate changes on cash and cash equivalents		(183)	 		(300)	 	
Net decrease in Cash and Cash equivalents		(4,955)	 		(6,555)	 	
Cash and cash equivalents, beginning of period		15,921 	 		22,476 	 	
Cash and cash equivalents, end of period		$	10,966 	 		$	15,921 	 	

Synacor, Inc.
Segment Results
(In thousands except percentages)
(Unaudited)
Effective March 31, 2019, the Company concluded that we now have two reportable segments which were determined on the basis of the products and services provided to customers, identified as follows:
(i) Software & Services, which includes email / collaboration (Zimbra) and identity management (Cloud ID).
(ii) Portal & Advertising, which includes managed portals and advertising solutions for publishers.
The following table presents the key segment financial measures for the periods indicated. Please refer to the Reconciliation of GAAP to Non-GAAP Measures schedule for the reconciliation of Adjusted EBITDA.

		Three Months Ended December 31,		Twelve Months Ended December 31,	
		2019		2018		% Change		2019		2018		% Change	
Segment Revenue:													
Software & Services		$	11,648 	 		$	12,414 	 		(6.2)	%		$	44,485 	 		$	48,692 	 		(8.6)	%	
Portal & Advertising		15,158 	 		26,984 	 		(43.8)	%		77,360 	 		95,187 	 		(18.7)	%	
Total		$	26,806 	 		$	39,398 	 		(32.0)	%		$	121,845 	 		$	143,879 	 		(15.3)	%	
													
Segment Adjusted EBITDA:												
Software & Services		$	3,565 	 		$	3,255 	 		9.5 	%		$	12,531 	 		$	14,305 	 		(12.4)	%	
Portal & Advertising		2,621 	 		4,542 	 		(42.3)	%		10,657 	 		10,788 	 		(1.2)	%	
Unallocated Corporate G&A Expense		(2,742)	 		(3,777)	 		27.4 	%		(13,685)	 		(16,629)	 		17.7 	%	
Total		$	3,444 	 		$	4,020 	 		(14.3)	%		$	9,503 	 		$	8,464 	 		12.3 	%	
													
Segment Adjusted EBITDA margin*:													
Software & Services		30.6 	%		26.2 	%		440 bps		28.2 	%		29.4 	%		-120 bps	
Portal & Advertising		17.3 	%		16.8 	%		50 bps		13.8 	%		11.3 	%		240 bps	
Total		12.8 	%		10.2 	%		260 bps		7.8 	%		5.9 	%		190 bps	

* Adjusted EBITDA as a percent of revenue
The following tables presents a disaggregation of segment revenue for the periods indicated based upon the accounting definition of revenue recognition:
(i) Recurring = revenue recognized over time
(ii) Non-recurring = revenue recognized at a point in time

																																							
		Three Months Ended December 31,		Twelve Months Ended December 31,	
		2019		2018		% Change		2019		2018		% Change	
Software & Services Revenue:													
Recurring		$	8,526 	 			$	8,849 	 		(3.7)	%		$	33,669 	 		$	34,396 	 			(2.1)	%	
Non-recurring		3,122 	 			3,205 	 		(2.6)	%		10,456 	 			12,754 	 			(18.0)	%	
Discontinued Product **		— 	 		360 	 		(100.0)	%		360 	 		1,542 	 			(76.7)	%	
Total		$	11,648 	 			$	12,414 	 		(6.2)	%		$	44,485 	 		$	48,692 	 			(8.6)	%	
													
Portal & Advertising Revenue:													
Recurring		$	1,186 	 			$	1,537 	 		(22.8)	%		$	5,168 	 			$	7,254 	 			(28.8)	%	
Non-recurring		13,972 	 			25,447 	 		(45.1)	%		72,192 	 			87,933 	 			(17.9)	%	
Total		$	15,158 	 			$	26,984 	 		(43.8)	%		$	77,360 	 		$	95,187 	 			(18.7)	%	
																					
Total Revenue:																					
Recurring		$	9,712 	 			$	10,386 	 		(6.5)	%		$	38,837 	 		$	41,650 	 			(6.8)	%	
Non-recurring		17,094 	 			28,652 	 		(40.3)	%		82,648 	 		100,687 	 			(17.9)	%	
Discontinued Product **		— 	 			360 	 		(100.0)	%		360 	 		1,542 	 			(76.7)	%	
Total		$	26,806 	 			$	39,398 	 		(32.0)	%		$	121,845 	 		$	143,879 	 			(15.3)	%	

** VAM video product line which was discontinued during Q1 2019.

Synacor, Inc.
Reconciliation of Adjusted Financial Measures
(In thousands except per share amounts)
(Unaudited)

		Three months ended December 31, 2019	
		Per GAAP Statements		Asset Impairment		Restructuring Costs		Certain Legal & Professional Fees		Adjusted Non-GAAP	

											
Revenue			$	26,806 	 												$	26,806 	 	
Costs and operating expenses:																		
Cost of revenue (1)			12,698 	 						58 	 					12,756 	 	
Technology and development (1)(2)			3,605 	 						(41)	 					3,564 	 	
Sales and marketing (2)			4,776 	 						(54)	 					4,722 	 	
General and administrative (1)(2)			3,666 	 						(103)	 		(327)	 		3,236 	 	
Depreciation and amortization			2,258 	 												2,258 	 	
Total costs and operating expenses			27,003 	 		— 	 			(140)	 		(327)	 		26,536 	 	
(Loss) income from operations			(197)	 		— 	 			140 	 		327 	 		270 	 	
Other expense, net			(127)	 												(127)	 	
Interest expense			(69)	 												(69)	 	
(Loss) income before income taxes			(393)	 		— 	 			140 	 		327 	 		74 	 	
Provision for income taxes (3)			172 	 												172 	 	
Net loss			$	(565)	 		$	— 	 			$	140 	 		$	327 	 		$	(98)	 	
Diluted EPS		$	(0.01)	 		$	— 	 			$	— 	 		$	0.01 	 		$	— 	 	
											
		Three months ended December 31, 2018	
		Per GAAP Statements		Asset Impairment		Restructuring Costs		Certain Legal & Professional Fees		Adjusted Non-GAAP	

											
Revenue			$	39,398 	 												$	39,398 	 	
Costs and operating expenses:																		
Cost of revenue (1)			20,946 	 												20,946 	 	
Technology and development (1)(2)			5,679 	 						(15)	 					5,664 	 	
Sales and marketing (2)			5,609 	 						— 	 					5,609 	 	
General and administrative (1)(2)			4,838 	 		(552)	 			(62)	 		(521)	 		3,703 	 	
Depreciation and amortization			2,325 	 												2,325 	 	
Total costs and operating expenses			39,397 	 		(552)	 			(77)	 		(521)	 		38,247 	 	
Income from operations		1 	 		552 	 			77 	 		521 	 		1,151 	 	
Other expense, net		(166)	 												(166)	 	
Interest expense		(73)	 												(73)	 	
(Loss) income before income taxes		(238)	 		552 	 			77 	 		521 	 		912 	 	
Provision for income taxes (3)		138 	 												138 	 	
Net (loss) income		$	(376)	 		$	552 	 			$	77 	 		$	521 	 		$	774 	 	
Diluted EPS		$	(0.01)	 		$	0.01 	 			$	— 	 		$	0.01 	 		$	0.01 	 	

Notes:
(1)Exclusive of depreciation and amortization shown separately.
(2)Includes stock-based compensation
(3)No income tax effects to adjustments presented due to full valuation allowance.

Synacor’s management believes that certain non-GAAP measures of Adjusted Net Loss and Adjusted Diluted Earnings per Share provide investors with additional information to assess the Company’s financial performance. These measures should be viewed as supplemental data, rather than substitutes or alternatives to the comparable GAAP measures.

		Twelve months ended December 31, 2019	
		Per GAAP Statements		Asset Impairment		Restructuring Costs		Certain Legal & Professional Fees		Adjusted Non-GAAP	

											
Revenue			$	121,845 	 										$	121,845 	 	
Costs and operating expenses:																
Cost of revenue (1)			61,990 	 				(234)	 					61,756 	 	
Technology and development (1)(2)			18,273 	 				(370)	 					17,903 	 	
Sales and marketing (2)			21,790 	 				(246)	 					21,544 	 	
General and administrative (1)(2)			17,734 	 		(1,751)	 		(109)	 		(1,733)	 		14,141 	 	
Depreciation and amortization			9,865 	 										9,865 	 	
Total costs and operating expenses			129,652 	 		(1,751)	 		(959)	 		(1,733)	 		125,209 	 	
Loss from operations			(7,807)	 		1,751 	 		959 	 		1,733 	 		(3,364)	 	
Other expense, net			(17)	 											(17)	 	
Interest Expense			(268)	 											(268)	 	
Loss before income taxes			(8,092)	 		1,751 	 		959 	 		1,733 	 		(3,649)	 	
Provision for income taxes (3)			929 	 											929 	 	
Net loss			$	(9,021)	 		$	1,751 	 		$	959 	 		$	1,733 	 		$	(4,578)	 	
Diluted EPS		$	(0.23)	 		$	0.04 	 		$	0.02 	 		$	0.04 	 		$	(0.12)	 	
											
		Twelve months ended December 31, 2018	
		Per GAAP Statements		Asset Impairment		Restructuring Costs		Certain Legal & Professional Fees		Adjusted Non-GAAP	

											
Revenue			$	143,879 	 										$	143,879 	 	
Costs and operating expenses:																
Cost of revenue (1)			73,304 	 										73,304 	 	
Technology and development (1)(2)			23,753 	 				(298)	 					23,455 	 	
Sales and marketing (2)			24,116 	 				(339)	 					23,777 	 	
General and administrative (1)(2)			19,454 	 		(552)	 		(474)	 		(1,554)	 		16,874 	 	
Depreciation and amortization			9,641 	 										9,641 	 	
Total costs and operating expenses			150,268 	 		(552)	 		(1,111)	 		(1,554)	 		147,051 	 	
Loss from operations		(6,389)	 		552 	 		1,111 	 		1,554 	 		(3,172)	 	
Other expense, net		(212)	 											(212)	 	
Interest Expense		(338)	 											(338)	 	
Loss before income taxes		(6,939)	 		552 	 		1,111 	 		1,554 	 		(3,722)	 	
Provision for income taxes (3)		616 	 											616 	 	
Net loss		$	(7,555)	 		$	552 	 		$	1,111 	 		$	1,554 	 		$	(4,338)	 	
Diluted EPS		$	(0.19)	 		$	0.01 	 		$	0.03 	 		$	0.04 	 		$	(0.11)	 	

Notes:
(1)Exclusive of depreciation and amortization shown separately.
(2)Includes stock-based compensation
(3)No income tax effects to adjustments presented due to full valuation allowance.

Synacor’s management believes that certain non-GAAP measures of Adjusted Net Loss and Adjusted Diluted Earnings per Share provide investors with additional information to assess the Company’s financial performance. These measures should be viewed as supplemental data, rather than substitutes or alternatives to the comparable GAAP measures.

Synacor, Inc.
Guidance Reconciliation
(In millions)
(Unaudited)
															
		Q1-2020		FY 2020	
Net Loss		$(4.0) - $(4.5)		$(7.7) - $(9.7)	
Taxes, Interest & Other Income/Expense		0.3 	 		1.2 	 	
Depreciation & Amortization		2.9 	 		10.0 	 	
Stock-based Compensation		0.5 	 		2.5 	 	
Certain Legal and Professional Fees		1.3 	 		2.0 	 	
Adjusted EBITDA		$0.5 - $1.0		$6.0 - $8.0	

Contact:
FNK IR
Rob Fink
+1.646.809.4048
rob@fnkir.com

Meredith Roth VP, Marketing & Corporate Communications
Synacor
+1.770.846.1911
mroth@synacor.com