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Synacor, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Synacor, Inc. (Exact Name of Registrant As Specified in Its Charter) ANNUAL ANNUAL 2 16 REPORT SYNACOR, INC / ANNUAL REPORT 2016 SYNACOR.COM DEAR FELLOW SHAREHOLDERS We finishedh 2016 a stronger company, with a compelling We continue to build momentum at Synacor. In 2017, productt portfolio, an advertising platform at scale, look for us to deploy the AT&T portal, expand mobile a deeplypl talented team, and market validation of our monetization, win new customers across all our product strategygy as significant new customers continue to adopt lines, demonstrate impact from our open source and our platforms.a Our 2016 revenue was $127.4 million, partner community, and make our technology platforms deliveringe year-over-year growth of 16%. And Synacor more valuable. is poisedis to deliver accelerated growth in 2017. We remain well positioned in the attractive and growing We continuec to execute well against our four-pillar growth digital markets of advertising, email and collaboration, strategyst at and delivereli excellence for our customers. We and video. We are focused on our path to 3/30/300 - arearree (1)(1 increasing value for our current customers, (2) revenue of $300 million and adjusted EBITDA of $30 innovating on our product platforms, (3) winning new million in 2019. customers, and (4) extending into international and enterprise markets. Thank you, our shareholders, for your continued support. The team at Synacor, my fellow Board members, and I Here are just a few highlights of our 2016 accomplishments: are working with fierce resolve every day to reward the confidence you have placed in us. I am enthusiastic about • We won the AT&T contract to redevelop the att.net our prospects for fiscal 2017 and grateful to be on this desktop, mobile and native app portal to enhance user exciting journey with you: enabling our customers to engagement and experience. We expect the product deepen engagement with their hundreds of millions development effort to support AT&T will benefit many of consumers around the world. of our customers. • We created Synacor Media, a direct and programmatic advertising platform, which combines Sincerely, Technorati and Synacor capabilities and reaches more than 200 million monthly unique visitors. • We jumpstarted our email business. We grew customers, added more than 350 channel partners, re-energized our more than 1500 strong partner community, and re-engaged our open source Himesh Bhise community of nearly 400 million mailboxes. CEO and Member, Synacor Board of Directors • We debuted our end-to-end video platform, launching iOS and Android TV Everywhere apps for our first two service provider customers. • We won and delivered cloud-based identity management for HBO GO, partnered with Apple to power Single Sign On, and participated in industry- wide standard setting. SYNACOR, INC / ANNUAL REPORT 2016 1 MISSION We enable our customers to better engage with their consumers FINANCIAL PERFORMANCE REVENUE, $MILLIONS 16% year-over-year increase $110.2 $127.4 2015 2016 PATH TO 3/30/300 3YRS $30M $300M 2019 IN EBITDA IN REVENUE SYNACOR, INC / ANNUAL REPORT 2016 3 2016: SUCCESSFUL YEAR WITH STRONG MARKET VALIDATION Designed New Digital Experiences Won AT&T Contract Launched highly rated mobile app Added 50+ top media brands Created Synacor Media Developed a direct and programmatic advertising solution reaching more than 200M monthly uniques Valuable expertise that delivers on ad buyers’ spend and performance targets Jumpstarted Email Business Launched Zimbra Open Source Support Added 350+ channel partners Re-energized open source community of 400M mailboxes Helped Customers Reimagine TV Launched end-to-end TVE and OTT solutions for operators Cloud ID + Apple + HBO 2017: FOUR PILLAR STRATEGY FOR GROWTH INCREASE VALUE FOR EXISTING CUSTOMERS BY 1 OPTIMIZING CONSUMER EXPERIENCE AND MONETIZATION Launch AT&T Expand programmatic business and mobile monetization Grow publisher reach INNOVATE ON SYNACOR-AS-A-PLATFORM 2 FOR ADVANCED SERVICES Grow Zimbra Open Source Support adoption Extend Cloud ID into new verticals 6 SYNACOR, INC / ANNUAL REPORT 2016 WIN NEW CUSTOMERS IN CURRENT 3 AND RELATED VERTICALS Win new portal customers Expand government email customer base Garner new video platform and content provider customers EXTEND PRODUCT PORTFOLIO INTO 4 EMERGING GROWTH AREAS Leverage partner community to accelerate email feature development Win customers in new geographies SYNACOR, INC / ANNUAL REPORT 2016 7 COMPANY OFFICES Boston | Buffalo | Dallas | London | Los Angeles | New York Ottawa | Pune | San Francisco | Singapore | Tokyo | Toronto 8 SYNACOR, INC / ANNUAL REPORT 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33843 Synacor, Inc. (Exact name of registrant as specified in its charter) Delaware 16-1542712 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 40 La Riviere Drive, Suite 300 Buffalo, New York 14202 (Address of principal executive offices) (Zip Code) (716) 853-1362 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: (Title of each class) (Name of each exchange on which registered) Common Stock, $0.01 par value The Nasdaq Global Market Securities registered pursuant to Section 12(g) of the Act: None. (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ⌧ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company ⌧ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ The aggregate market value of shares of common stock held by non-affiliates as of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to the closing sale price of $3.08 per share on The Nasdaq Global Market on June 30, 2016, was approximately $73,566,083. For purposes of this disclosure, shares of common stock held by persons who held more than 10% of the outstanding shares of common stock at such time and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes. As of March 16, 2017, there were 31,484,756 shares of the registrant’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the definitive Proxy Statement to be used in connection with the registrant’s 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated. That Proxy Statement will be filed within 120 days of registrant’s fiscal year ended December 31, 2016. TABLE OF CONTENTS PART I Item 1. Business 2 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 27 Item 2. Properties 27 Item 3. Legal Proceedings 27 Item 4. Mine Safety Disclosures 27 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Selected Financial Data 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8. Financial Statements and Supplementary Data 47 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 47 Item 9A. Controls and Procedures 47 Item 9B. Other Information 48 PART III Item 10. Directors, Executive Officers and Corporate Governance 49 Item 11. Executive
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