《SynacorInc.NASDAQ_SYNC_202010-K.pdf》由會員分享，可在線閱讀，更多相關《SynacorInc.NASDAQ_SYNC_202010-K.pdf（116頁珍藏版）》請在三個皮匠報告上搜索。
1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K_(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year ended December 31,2020ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EX
2、CHANGEACT OF 1934For the transition period from to Commission File Number 001-33843_Synacor,Inc.(Exact name of registrant as specified in its charter)_Delaware16-1542712(State or other jurisdictionof incorporation or organization)(I.R.S.EmployerIdentification No.)40 La Riviere Drive,Suite 30014202Bu
3、ffalo,(Zip Code)New York(Address of principal executive offices)Registrants telephone number,including area code:(716)853-1362_Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.01 Par ValueSYNCThe Na
4、sdaq Stock Market LLC(voting)(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
5、 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 SecuritiesExchange Act of 1934 during the preceding 12 months(or for such shorter period
6、that the registrant was required to file such reports),and(2)hasbeen subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically,every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(2
7、32.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrantwas required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany or an emerg
8、ing growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.2025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm1/116Large ac
9、celerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provid
10、ed pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectivenessof its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the
11、registeredpublic accounting firm that prepared or issued its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Based on the closing price of the registrants common stock on the last business day of the registrants most
12、recently completed secondfiscal quarter,which was June 30,2020,the aggregate market value of its shares held by non-affiliates was approximately$36.3 million,based onthe last reported sale price of the registrants common stock on the Nasdaq Global Market.As of March 26,2021,there were 39,896,237 sha
13、res of the registrants common stock issued and outstanding.2025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm2/116Table of ContentsTABLE OF CONTENTSPART IItem 1.Business3Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments23Item 2.Prope
14、rties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures25PART IIItem 5.Market for the Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities26Item 6.Selected Financial Data26Item 7.Managements Discussion and Analysis of Financial Condition and Results
15、of Operations27Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures42Item 9B.Other Information42PART IIIItem
16、 10.Directors,Executive Officers and Corporate Governance43Item 11.Executive Compensation47Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58Item 13.Certain Relationships and Related Transactions,and Director Independence61Item 14.Principal Accou
17、nting Fees and Services62PART IVItem 15.Exhibits,Financial Statement Schedules64Item 16.Form 10-K Summary642025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm3/116Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual
18、 Report on Form 10-K includes forward-looking statements that reflect our current views with respect tofuture events or our future financial performance,are based on information currently available to us,and involve known andunknown risks,uncertainties and other factors that may cause our actual res
19、ults,levels of activity,performance or achievements todiffer materially from any future results,levels of activity,performance or achievements expressed or implied by these forward-looking statements.All statements,other than statements of historical fact,are statements that could be deemed forward-
20、lookingstatements,including statements containing the words“believes,”“can,”“expects,”“anticipates,”“estimates,”“intends,”“objective,”“plans,”“possibly,”“potential,”“predicts,”“targets,”“likely,”“may,”“might,”“would,”“should,”“could,”andsimilar expressions or phrases(including the negatives of such
21、expressions or phrases).We intend all such forward-lookingstatements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,and the Private Securities Litigation Reform Act of 1995.Forwa
22、rd-looking statements include,but are not limited to,statements in the sections of this Annual Report on Form 10-K titled“TrendsAffecting Our Business”and“Key Initiatives”as well as statements about:the ability of the parties to complete the pending transaction whereby the Company would be acquiredb
23、y Centre Lane Partners and the expected timing of completion of the pending transaction;our expected future financial performance;our expectations regarding our operating expenses;our strategies and business plan;our ability to maintain or broaden relationships with existing customers and develop re
24、lationships withnew customers;our success in anticipating market needs or developing new or enhanced services and products to meetthose needs;our expectations regarding market acceptance of our services and products;our ability to recruit and retain qualified technical and other key personnel;our co
25、mpetitive position in our industry,as well as innovations by our competitors;our success in managing growth;our expansion in international markets;our ability to successfully integrate assets and personnel from our acquisitions;our success in identifying and managing potential acquisitions;our capac
26、ity to protect our confidential information and intellectual property rights;our need to obtain additional funding and our ability to obtain funding in the future on acceptable terms;andanticipated trends and challenges in our business and the markets in which we operate.Any forward-looking statemen
27、ts contained in this Annual Report on Form 10-K are based upon our historicalperformance and our current plans,estimates and expectations.The inclusion of this forward-looking information should not beregarded as a representation by us or any other person that the future plans,estimates or expectati
28、ons contemplated by us will beachieved.All forward-looking statements involve risks,assumptions and uncertainties,including uncertainty regarding(i)theduration and scope of the impact of the COVID-19 pandemic on our business,results of operation and financial condition,(ii)thefact that the pending t
29、ransaction with Centre Lane Partners,whereby the Company would be acquired by Centre Lane Partners,may not be completed,or if it is completed,that it may not close in a timely manner,and(iii)other factors that could cause actualresults and the timing of certain events to differ materially from futur
30、e results expressed or implied by such forward-lookingstatements.Given these risks,assumptions and uncertainties,you should not place undue reliance on any forward-lookingstatements.The occurrence of the events described,and the achievement of the expected results,depend on many factors,some orall o
31、f which are not predictable or within our control.Actual results may differ materially from expected results.See“Risk Factors”and elsewhere in this Annual Reporton Form 10-K for a more complete discussion of these risks,assumptions and uncertainties and for other risks,assumptions anduncertainties.T
32、hese risks,assumptions and uncertainties are not necessarily all of the important factors that could cause actualresults to differ materially from those expressed in any of our forward-looking statements.Other unknown or unpredictable factors also could harm our results.In light of these risks,uncer
33、tainties andassumptions,the forward-looking events discussed in this Annual Report on Form 10-K might not occur,and we therefore qualifyall of our forward-looking statements by these cautionary statements.Any forward-looking statement made by us in thisAnnual Report on Form 10-K speaks only as of th
34、e date on which it is made.Except as required by law,we undertake no obligationto update publicly or revise any forward-looking statements,whether as a result of new information,future events or otherwise.2025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/s
35、ync-20201231.htm4/116Unless expressly indicated or the context requires otherwise,the terms“Synacor,”“Company,”“we,”“us,”and“our”in this document refer to Synacor,Inc.,a Delaware corporation,and,where appropriate,our wholly-owned subsidiaries.22025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/
36、edgar/data/1408278/000140827821000050/sync-20201231.htm5/116Table of ContentsPART IITEM 1.BUSINESSOur BusinessWe are a digital technology company that provides email and collaboration software,cloud-based identitymanagement platforms,managed web and mobile portals,and advertising solutions.Our custo
37、mers include communicationsproviders,media companies,government entities and enterprises.We are their trusted partner for enterprise software platforms andmonetization solutions that we deliver through public and private cloud software-as-a-service,software licensing,and professionalservices.Our pla
38、tforms enable our clients to deepen engagement with their consumers and users.On February 10,2021,we entered into a definitive agreement and plan of merger(the Merger Agreement)withCLP SY Holding,LLC(Parent)and SY Merger Sub Corporation an indirect wholly-owned subsidiary of Parent(Purchaser)anaffil
39、iate of Centre Lane Partners,LLC,a New York-based private investment firm,to be acquired in an all-cash transaction thatvalues Synacor,in the aggregate,at approximately$92 million.Pursuant to the terms of the Merger Agreement,Purchaser andParent on March 3,2021 commenced a tender offer(the Offer)to
40、acquire all of the outstanding common shares of Synacor at apurchase price of$2.20 per share payable net to the seller in cash,without interest,subject to any withholding of taxes required byapplicable law(such consideration as it may be amended from time to time pursuant to the terms of the Merger
41、Agreement,the“Offer Price”).The Merger Agreement provides that,subject to the satisfaction or waiver of certain conditions,as soon aspracticable following the acceptance and purchase by Purchaser of the shares of Synacor common stock in the Offer,Purchaser willbe merged with and into the Company,wit
42、h the Company continuing as the surviving corporation(the“Merger”)on the terms andsubject to the conditions set forth in the Merger Agreement,with the Merger to be effected pursuant to Section 251(h)of theGeneral Corporation Law of the State of Delaware,as amended(the“DGCL”).Because the Merger will
43、be governed by Section251(h)of the DGCL,assuming the requirements of Section 251(h)of the DGCL are met,no vote of the stockholders of theCompany will be required to consummate the Merger.As a result of,and at the effective time of the Merger,each outstanding shareof Synacor common stock not purchase
44、d in the Offer(other than(1)shares of Synacor common stock owned by Parent,Purchaseror the Company or any direct or indirect wholly-owned subsidiary of Parent or the Company,including all shares of Synacorcommon stock held by the Company as treasury stock,or(2)shares of Synacor common stock that are
45、 held by any stockholderwho is entitled to demand and properly demands appraisal in accordance with,and who complies in all respects with the provisionsof,Section 262 of the DGCL with respect to such shares)will be converted into the right to receive the Offer Price from Purchaser.Products and Servi
46、cesCloud ID AuthenticationSynacor develops and operates a cloud-based identity and access management platform for large enterprises thatruns authentication,user lifecycle management and identity security for our customers end users when they need to sign-in toonline applications and access their ser
47、vices with networked devices.Consumers access their online services and subscription content using a myriad of devices where many find thelogin process frustrating.Enterprises are challenged to handle the digital identities of tens of millions of consumers and resilientlyunlock access during online
48、events that require thousands of verifications per second,often breaking under the load.Synacor Cloud ID managed identity services resiliently scale to handle the largest enterprises without requiringcustomers to install on-premises identity management systems.Cloud ID simplifies the end user experi
49、ence by offering nativesingle sign on,home-based authentication and device management to reduce login friction and improve security.Email/CollaborationOur open and extensible Email/Collaboration platform is used by service providers,regulated entities(government&financial institutions),enterprises,a
50、nd small and medium sized businesses around the world.Branded as Zimbra,our open-standards-based Email/Collaboration platform powers hundreds of millions of mailboxes globally through our network of over1,900 channel partners(value-added resellers,or VARs,and Business Service Providers,or BSPs)and a
51、bout 4,000 licensedcustomers.Zimbra is delivered as software-as-a-service through public and private cloud infrastructure,and as licensed software.Our Email/Collaboration Services include white-label hosting,security and migration.32025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1
52、408278/000140827821000050/sync-20201231.htm6/116Table of ContentsManaged Portals and AdvertisingOur Managed Portals and Advertising solutions provide our customers with substantial revenue opportunitiesgenerated by their consumers engagement across devices.Our Managed Portals are intended to be dail
53、y destinations forconsumers and are delivered across devices and under our customers own brand names.To help our customers increase theirconsumers engagement,we deliver relevant content,such as top news,entertainment,and long and short-form video and apps,onour Managed Portals.We have licensing and
54、distribution agreements with a wide range of programmers and content and serviceproviders.In addition,consumers have the ability through our portals to manage their email and messaging,pay bills,receivespecial promotions and perform other account management needs.We monetize the online traffic gener
55、ated by consumers through search advertising,digital advertising(includingvideo),and syndicated content on our Managed Portals.As we monetize our customers online traffic on our Managed Portals,weshare a portion of this revenue with our customers,resulting in a mutually beneficial partnership.Our St
56、rategyOur strategy is,with operational and financial discipline,to:increase value for existing customers by optimizing consumer experience and monetization;innovate on Synacor-as-a-platform for advanced services;win new customers in current and related verticals;andextend our product portfolio into
57、emerging growth areas.Innovating on Synacor-as-a-platform for advanced servicesOur Cloud ID Authentication platform is reported as having some of the highest consumer login success rates in theindustry.Cloud ID supports four of the top OTT players,simplifying their consumer log-in experiences under
58、extreme trafficloads.Synacor is the leading provider of ISP on-network home-based authentication and Apple Single Sign-On for TV providers.Since 2019,Cloud ID has built on a record of success by delivering highly-scalable authorization of video streaming to enter newmarkets for consumer identity and
59、 access management,now serves 20 million unique users per month.Cloud ID,empowers ourclients,in aggregate reaching over 100 million accounts,to utilize Synacors managed identity services to reliably unlock access fortheir subscribers in the simplest manner possible and to quickly extend services to
60、new distribution partners and the latest consumerelectronics devices.Winning new customers in current and related verticalsWe have an established presence among broadband and pay-TV providers in the U.S.and Canada.Some of theseproviders use our complete suite of solutions,and others use only certain
61、 components.We view this as a growth opportunity withinour existing customer base.In 2020,Synacor added 330 new Zimbra Email and Collaboration Suite enterprise and government customersaround the world.Increasing value for existing customers by optimizing user experience and monetizationWith respect
62、to our Managed Portals and Advertising solutions,we have made major upgrades to our portal platformthat yield significant benefits.Our new platform has increased page performance by 60%and reduced bounce rate by over 50%onaverage.Our portal,with its engaging user experience and responsive design for
63、 desktop and mobile web,have video threadedthroughout and is designed to optimize consumer engagement and monetization.Our latest upgrades increase page performanceand deliver a cleaner user experience that results in improved user engagement while decreasing the implementation time forcustomers to
64、launch and also decreasing the resources necessary to maintain and support the product.42025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm7/116Table of ContentsExtending our product portfolio into emerging growth areasWe plan to capitalize
65、 on opportunities such as international expansion and delivery of business services.Through ouracquisition of the Zimbra assets we have expanded our international customer base,and we believe this represents an opportunityto find new customers for our Managed Portals and Advertising solutions.Techno
66、logy and OperationsTechnology ArchitectureOur products leverage technology that is reliable,fault tolerant and scalable through the addition of more servers asusage grows.In 2020 we invested heavily in providing these same capabilities using public cloud technologies.In addition to theexisting relia
67、ble/fault tolerant infrastructure,cloud technologies enable us to provide self-healing software,auto-scaling,andautomated deployments.Data Center FacilitiesWe currently operate and maintain five data centers in regionally diverse locations and have a network operationscenter that is staffed 24 hours
68、 a day,seven days a week.Our primary data centers are located in shared facilities in Allen,Texas;Dallas,Texas;Lewis Center,Ohio;Toronto,Canada;and Watertown,Massachusetts.All systems are fully monitored for reportingcontinuity and fault isolation.The data centers are each in a physically secure fac
69、ility using monitoring,environmental alarms,closed circuit television and redundant power sources.Our network operations center also is located in a secure facility.CustomersOur recurring and fee-based customers consist of high-speed internet service providers along with enterprises,government and n
70、onprofit organizations,either directly or through resellers.Contracts with these customers typically have aninitial term of one to three years and frequently provide for one or more automatic renewal terms of one to two years each.Ourrecurring and fee-based customer contracts also typically contain
71、service level agreements that call for specific system“up times”and 24 hours per day,seven days per week support.As of December 31,2020,we had agreements,both directly and indirectlythrough resellers,with over 120 high-speed internet service providers and over 4,000 enterprise,government and nonprof
72、itcustomers.Our Managed Portals and Advertising customers principally consist of high-speed internet service providers.Contracts with these customers typically have an initial term of two to three years from the deployment of our Managed Portals andfrequently provide for one or more automatic renewa
73、l terms of one to two years each.Content and Service ProvidersWe license the content available in our Managed Portals,as well as premium services,from numerous third-partycontent and service partners.These partners provide a variety of content,including news and information,entertainment,video,games
74、,shopping,travel,and finance.Our relationships with content providers give consumers access to over five hundredthousand articles and one million short-form videos each month.To obtain this content,we enter into a variety of licensingarrangements with the content providers.These arrangements are typ
75、ically one to two years in duration with payment terms thatmay be based on traffic,advertising revenue share,number of subscribers,flat fee payments over time,or some combinationthereof.In addition to using licensed content to populate our Managed Portals,we also provide premium services that subscr
76、ibersmay purchase for additional fees.Sales and MarketingEmail/CollaborationWe market our Email/Collaboration product through both direct and indirect sales channels.Our regional sales andmarketing teams host several events each year with partners and run various campaigns to generate sales leads.On
77、ce a lead hasbeen identified,our internal sales representatives work closely with our regional partners on better identifying the opportunity andgathering customer requirements.52025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm8/116Table
78、of ContentsWe sell to internet service providers primarily through a direct sales force consisting of regional account executives.Sales cycles can be six months or longer.We sell to prospective government,nonprofit and enterprise customers through a two-tierindirect model via more than 1,590 channel
79、 partners(VARs and BSPs).Our VARs sell on-premise licenses to end customers whileour BSPs sell a cloud service to the end customer.Sales cycles can range from thirty days to six months,depending on size andscope.Managed Portals and Advertising SolutionsSynacors managed portal network and publisher-f
80、ocused advertising platform reaches over 200 million monthlyunique visitors.Our advertising solutions enable our customers to earn incremental revenue by monetizing media from theirconsumers across all popular devices.Our advertising sales team sells advertising inventory directly to advertisers and
81、/or to advertising agenciesrepresenting those advertisers,as well as employing programmatic ad monetization strategies utilizing ad exchanges via real-timebidding.These advertisers may be small companies with the advertising locally or regionally focused on the Managed Portals ofone customer,or larg
82、e companies with nationwide advertising on the Managed Portals of many customers as well as on oursyndicated group of publishers sites.We have a team of direct advertising sales employees,independent advertising salesrepresentatives,and programmatic ad specialists focused on this effort and expect t
83、o continue to develop this team and attempt togrow the amount of advertising revenue generated with our customers.As of December 31,2020,we had arrangements with over100 advertising partners.Managed PortalsOur managed portal network consists of white-labeled browser start pages and iOS/Android start
84、 apps that serve asdaily destinations for consumers.Powered by our media and programming library which includes news,entertainment,and shortand long form video,these products increase consumer engagement and generate advertising revenue.They also provideconsumers with self-management capabilities fo
85、r email and messaging,bill paying and other account management activities.Syndicated AdvertisingSynacors syndicated advertising platform works with hundreds of publishers to deliver brand-safe monetization thatleverages scale,premium brands and programmatic technology across desktop and mobile.We he
86、lp publishers dynamically targetdifferent audiences by matching relevant content to the right users across multiple devices.Publishers also leverage our demandfacilitation services to connect premium advertisers and brands with their target audiences on brand-safe sites.Government RegulationAs a clo
87、ud-based business serving global video,internet and communications providers,device manufacturers,governments and others,we are required to comply with a variety of laws and other legal obligations.Some jurisdictions,both inthe United States and abroad,have enacted or proposed laws and other legal o
88、bligations governing,among other things,theinternet,online entertainment and other aspects of our businesses.These laws and other legal obligations cover issues such astaxation,pricing,content,distribution,quality and delivery of products and services,electronic contracts,intellectual propertyrights
89、,and privacy and security of personal information in our possession or under our control.Federal laws of the United States that could have an impact on our business include the following:the DigitalMillennium Copyright Act of 1998,which is intended to reduce the liability of online service providers
90、 of third-party content,including content that may infringe copyrights or other rights of third parties;the Childrens Online Privacy Protection Act,whichimposes restrictions on the ability of online service providers to collect information from children under 13 years of age;and theProtection of Chi
91、ldren from Sexual Predators Act,which requires online service providers to report evidence of violations offederal child pornography laws under certain circumstances.There have been numerous laws and other legal obligations adopted in the United States and around the worldregarding privacy and the c
92、ollection,destruction,protection,sharing,storing,and use of personal information.The impact of theselaws and other legal obligations on our business is increasing as more jurisdictions attempt to protect personal information.In lightof a rapidly changing legal landscape,as well as rapidly changing t
93、echnology,these laws and other legal obligations are at timessubject to differing interpretations,and may be inconsistent or conflict with laws and other legal obligations of other jurisdictions.While we are committed to remaining in compliance with all laws and other legal obligations,there may be
94、instances when it isproblematic to do so.2025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm9/11662025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm10/116Table of ContentsThe Euro
95、pean Unions General Data Protection Regulation(the“GDPR”),which took effect in May 2018,applies topersonal information relating to individuals in the European Union in our possession or under our control.The GDPR includescomprehensive requirements for companies that process such personal information
96、,regardless of the location of the processing,and provides for significant penalties for non-compliance.Pursuant to the GDPR,personal information relating to individuals in the European Union can only be transferredfrom the European Union to other countries that have adequate laws and other legal re
97、quirements in place to protect such personalinformation.The European Union has determined that the United States currently does not have adequate laws and other legalrequirements in place to protect such personal information.In response,the U.S.Department of Commerce and the EuropeanCommission adopt
98、ed the E.U.-U.S.Privacy Shield,and the U.S.Department of Commerce and Swiss Federal Data Protection andInformation Commissioner adopted the Swiss-U.S.Privacy Shield.The purpose of the privacy shields is to enable businesses in theUnited States that desire to receive transfers of personal information
99、 relating to individuals in the European Union to certify to theircompliance with the GDPR and other applicable law.However,on July 16,2020,the Court of Justice of the European Union(the“CJEU”)invalidated the E.U.-U.S.Privacy Shield,and shortly thereafter,the Swiss Federal Data Protection and Inform
100、ationCommissioner questioned the validity of the Swiss-U.S.Privacy Shield.In doing so,the CJEU suggested that U.S.businessescould use other methods available under the GDPR for meeting the so-called“adequacy requirement”(e.g.standard contractualclauses and binding corporate rules),but it is possible
101、 that,in applying the same analysis used in invalidating the E.U.-U.S.PrivacyShield,the CJEU could at some point invalidate these other methods as well.We initially certified to being in compliance with the E.U.-U.S.Privacy Shield in December 2016 and the Swiss-U.S.Privacy Shield in June 2017,and ha
102、ve renewed our certifications each year thereafter.We currently plan on renewing ourcertifications for the foreseeable future,in addition to,or in lieu of,using any other method available under the GDPR forcomplying with the“adequacy requirement”to continue transferring personal information from the
103、 European Union to the UnitedStates.The California Consumer Privacy Act(the“CCPA”),which took effect on January 1,2020,requires certainbusinesses to,among other things,provide(1)certain data relating to their collection and use of personal information of Californiaconsumers,(2)data access and deleti
104、on rights to California consumers,and(3)California consumers with the right to opt-out ofcertain sales of personal information.While it remains unclear how some provisions of the CCPA will be interpreted,significantpenalties can be imposed for non-compliance with the CCPA or data breaches.The Califo
105、rnia Attorney General began enforcingthe CCPA as of July 1,2020,and has adopted detailed regulations to clarify some of its provisions.The California Privacy Rights Act(the“CPRA”),which was recently passed,but is not effective until January 1,2023,supplements and enhances the CCPA.Due to the require
106、ments of the CPRA,many businesses have already begun to complywith its terms.The CPRA requires stricter protection of consumer privacy,similar to the GDPR,and imposes privacy and datasecurity requirements for businesses.In addition,the CPRA establishes the California Privacy Protection Agency as an“
107、independent watchdog,”vested with“full administrative power,authority,and jurisdiction to implement and enforce theCPRA.”There are currently pending a number of legislative proposals in the United States,the European Union,the UnitedKingdom,and other jurisdictions that could impose additional obliga
108、tions affecting our business,such as liability for copyrightinfringement.In addition,some countries and other jurisdictions are considering,or have passed,legislation that mandates localstorage and processing of data or similar requirements that could increase the cost and complexity of delivering o
109、ur products andservices.We strive to comply with all applicable laws and other legal obligations,company policies,and industry-standardcodes of conduct relating to privacy and data protection.Compliance with any such applicable laws and other legal obligations,company policies,and industry-standard
110、codes of conduct(including,but not limited to,the GDPR and the CCPA)could require usto incur additional costs and expenses.At the same time,the failure to comply with such applicable laws and other legalobligations,company policies,and industry-standard codes of conduct could result in governmental
111、enforcement actions,significant damages and fines being imposed on us,loss of the ability to transfer E.U.personal data to the United States,litigation,restrictions on our and our customers ability to market products and services,uncertainty of internet usage,reductions in thedemand for our products
112、 and services,and mandatory changes to our privacy and data security practices,as well as our productsand services.72025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm11/116Table of ContentsIntellectual PropertyWe believe that the protectio
113、n of our intellectual property is critical to our success.We rely on copyright,trademarkand patent enforcement,contractual restrictions and trade secret,trade dress and domain name laws to protect our brand and otherproprietary and intellectual property rights.We have entered into confidentiality an
114、d invention assignment agreements with ouremployees and contractors,and nondisclosure agreements and other agreements containing confidentiality protections with certainparties with whom we conduct business in order to limit access to,and disclosure of,our proprietary information and technology,such
115、 as trade secrets,confidential information,know-how and technical information.We have applied for patents to protect certainof our intellectual property.In addition,we have acquired intellectual property,including patents and trademarks,through ouracquisitions including Zimbra,Technorati,NimbleTV an
116、d Teknision.We have three trademark registrations in the United States forSYNACOR(U.S.Registration Numbers 5108679,2845578 and 2811272).We endeavor to protect our internally-developed systems and maintain our trademarks.We generally control accessto and use of our proprietary software and other conf
117、idential information through the use of internal and external controls,including contractual protections with employees,contractors,customers and partners,and our software is protected by UnitedStates and international copyright laws.In addition to legal protections,we believe that factors such as t
118、he technological and creative skills of our personnel,new product developments,frequent product enhancements and reliable product support and services are essential to establishingand maintaining a technology leadership position.CompetitionThe market for internet-based services and products in which
119、 we operate is highly competitive and involves rapidly-changing technologies and customer and consumer requirements,as well as evolving industry standards and frequent productintroductions.While we believe that our technology offers considerable value and flexibility to our customers by helping them
120、 toextend their consumer relationships to a wide variety of internet-based services,we face competition at four levels:When one of our prospective or existing customers considers another supplier,including one of ourpartners,for elements of the services or products which we provide.When consumers ch
121、oose to rely on other vendors for similar products and services.When content and service providers prefer to establish direct relationships with one or more of ourcustomers.When one of our customers decides to make the significant headcount and technology investment todevelop products and services i
122、n-house similar to those that we provide.Our technology competes primarily with high-speed internet service providers that have internal informationtechnology staff capable of developing similar solutions in-house.82025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/0001408278
123、21000050/sync-20201231.htm12/116Table of ContentsEmail/CollaborationWith respect to our Email/Collaboration solutions,we compete primarily with Google and Microsoft in theenterprise and government markets,and with Open-Xchange and OpenWave in the internet service provider markets.We believe the prin
124、cipal competitive factors in the email/collaboration market include a companys ability to:provide customers the ability to perform security and compliance audits of our source code;deliver anti-spam,anti-phishing,anti-virus and encryption technologies;provide products and services at lowest possible
125、 total cost of ownership(TCO);provide local partners the ability to store data within the legal jurisdiction of the country where theircustomers do business;provide an enterprise-ready solution suitable for large-scale deployments including such enterprisefeatures such as delegated administration,de
126、tailed logging,and performance and availabilitytransparency;offer access to real-time performance and availability statistics;afford customers and partners the ability to rebrand their cloud collaboration experience;andmake available to partners both integrations and extensions to the collaboration
127、cloud environmentspecific to customers needs.We believe that we distinguish ourselves from potential competitors in several ways.First,we offer ourEmail/Collaboration products and services a la carte,enabling customers to buy only the services they need,providing for a muchlower TCO.Second,our Zimbr
128、a Email/Collaboration solution is a complete feature-rich,enterprise-ready solution scalable up to40 million mailboxes.Finally,our products are customizable and extendable and designed to meet very high standards of security.Managed Portals and Advertising SolutionsIn addition,with respect to our Ma
129、naged Portals and Advertising solutions,we compete with companies such asFacebook,Inc.;Google;Verizon Media;and MSN,a division of Microsoft Corporation,or Microsoft,which have destinationwebsites of their own or are capable of delivering content,service offerings and search or advertising models sim
130、ilar to ours.We believe the principal competitive factors in our markets include a companys ability to:reinforce the brands of our cable,satellite,telecom and consumer electronics customers;produce products that are flexible and easy to use;offer competitive fees for Managed Portal development and o
131、peration;generate additional revenue for our customers;enable our customers to be involved in designing the“look and feel”of their online presence;offer services and products that meet the changing needs of our customers and their consumers,including emerging technologies and standards;provide high-
132、quality product support to assist the customers service representatives;andaggregate content to deliver more compelling bundled packages of paid content.We believe that we distinguish ourselves from potential competitors in three principal ways.First,we provide awhite-label solution that,unlike the
133、co-branded approach of most of our competitors,creates a consumer experience that reinforcesour customers and partners brands.Second,we give customers control over the sign-on process and billing function for a widerange of internet services and content by integrating with their internal systems(whe
134、re applicable)thereby allowing our customersto“own the consumer.”Finally,our solutions are flexible and neutral,meaning that we allow deliverables that are customized toour customers specific needs.92025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20
135、201231.htm13/116Table of ContentsHuman Capital ResourcesDue to the specialized nature of our business,our performance depends on identifying,attracting,developing,motivating,and retaining a highly skilled workforce.As of December 31,2020,we had 142 employees in the United States and 131 based intern
136、ationally.Of theseemployees,270 were full-time employees.None of our employees are represented by a labor union,and we consider currentemployee relations to be good.Diversity and inclusion are a business imperative for us,as we believe it is key to our future success.We havefocused our diversity and
137、 inclusion initiatives on employee recruitment,outreach,and employee training and development,such asexpanding the diverse talent pipeline and employee engagement.Through these and other focused efforts,we have improved thediversity of our overall workforce and within leadership positions,specifical
138、ly in the representation of women,people of color,andpeople with disabilities.Corporate InformationSynacors predecessor company was originally formed as a New York corporation,and in November 2002,Synacorre-incorporated under the laws of the State of Delaware.Our headquarters are located at 40 La Ri
139、viere Drive,Buffalo,New York14202,and our telephone number is(716)853-1362.Available InformationOur internet website address is http:/.We provide free access to various reports that we file withor furnish to the Securities and Exchange Commission,or SEC,through our website,as soon as reasonably prac
140、ticable after theyhave been filed or furnished.These reports include,but are not limited to,our annual reports on Form 10-K,quarterly reportson Form 10-Q,current reports on Form 8-K,and any amendments to those reports.Our SEC reports can be accessed through theinvestor relations section of our websi
141、te,or through http:/www.sec.gov.Information on our website does not constitute part of thisAnnual Report on Form 10-K or any other report we file or furnish with the SEC.Stockholders may request copies of thesedocuments from:Synacor,Inc.Investor Relations Department40 La Riviere DriveSuite 300Buffal
142、o,New York 14202102025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm14/116Table of ContentsITEM 1A.RISK FACTORSOur business and financial results are subject to numerous risks and uncertainties,including those described below,which could a
143、dversely and materially affect our business,financial condition or results of operations.You should carefullyconsider these risks and uncertainties,including the following risk factors and all other information contained in this AnnualReport on Form 10-K,together with any other documents we file wit
144、h the SEC.Risks Related to Our BusinessThe COVID-19 pandemic has impacted and may continue to impact Synacors operationsThe spread of the COVID-19 throughout the world has also created global economic uncertainty and reducedoptimism about the nearer term economic outlook,which has caused our partner
145、s,service providers and current or potentialcustomers to closely monitor their costs,reduce their spending budgets and,in some cases,delay payments to us.AlthoughSynacor does not sell directly to consumers,certain of Synacors advertising revenue included in our Portal&Advertising segmentrelates to b
146、usinesses and industries that have been temporarily shut down or otherwise negatively impacted due to the COVID-19pandemic.Synacor is continuing to monitor the impact of the COVID-19 pandemic on our business closely.Beginning in March2020,sharp declines in advertising expenditures as result of the C
147、OVID-19 pandemic have resulted in a decline in revenue andlower margins in our Portal&Advertising segment.This reduction in revenue and lower margins in our Portal&Advertisingsegment continued into the third quarter of 2020,with recovery beginning in the 2nd half of the third quarter and into the fo
148、urthquarter of 2020.Although we have seen recovery in the past two quarters,there is not guarantee that this will continue in futureperiods.In addition,while there has been relatively minimal impact on our Software&Services segment thus far,the COVID-19pandemic may negatively impact this business se
149、gment during future periods.In addition,as a result of the pandemic,Synacor has implemented a work from home policy for all of its employeesother than a small portion of its personnel who provide on-site technical support to Synacors customers.Being in an industrywhere telecommuting is very common,S
150、ynacor has generally been able to perform all normal business activities with minimalimpact on productivity.However,Synacors work from home policy and travel restrictions have adversely impacted our sales andmarketing staff who provide international and regional support.The potential further need to
151、 limit our operations as a result of theCOVID-19 pandemic beyond Synacors announced restructuring plan may further reduce productivity or make developing newrelationships and maintaining existing relationships more difficult.The extent to which COVID-19 impacts Synacors results in future periods wil
152、l depend on future developments,which are highly uncertain and cannot be predicted.As a result,Synacors sales cycle,revenues,profitability,cash flows andfinancial condition have been,and may continue to be,adversely affected.A loss of any significant Portal and Advertising customer could negatively
153、affect our financial performance.Our future growth and profitability will depend in large part on the effectiveness and efficiency of our efforts toprovide a compelling consumer experience that increases consumer engagement with our Managed Portals.We have made and willcontinue to make investments i
154、n features and functionality for our technology that are designed to drive consumer engagement.Ifthe expenses that we incur in connection with these activities do not result in increased consumer engagement that in turn results inrevenue increases that exceed these expenses,our business,financial co
155、ndition and results of operations will be adversely affected.Although we have diversified our product portfolio and our customer base,we continue to derive a substantialportion of our revenue from a small number of Managed Portal customers.For 2019,revenue attributable to one customerexceeded 10%of
156、our total revenue,and accounted for approximately 13%of our revenue.For 2020,no customer had revenue thatexceeded 10%of our total revenue,however,our top two customers accounted for approximately 13%of our revenue.Our contracts with our Managed Portals and Advertising customers generally have an ini
157、tial term of approximatelytwo to three years from the launch of their Managed Portals and frequently provide for one or more automatic renewal terms of oneto two years each.If a key contract is not renewed or is otherwise terminated,or if revenue from a significant customer declinesbecause of compet
158、itive or other reasons,including the customers desire to reprioritize or deemphasize monetization of the portal,our revenue would decline and our ability to achieve or sustain profitability would be impaired.In addition to the loss of recurringand fee-based revenue,we would also lose significant rev
159、enue from the related search and digital advertising services that weprovide.In addition to the decline of revenue,we may have to impair our long-lived assets,to the extent that such assets are usedexclusively to support these customers,which would adversely impact our results of operations and fina
160、ncial position.112025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm15/116Table of ContentsOur search advertising partner,Google,accounts for a significant portion of our revenue,and any loss of,or diminution in,our business relationship wi
161、th Google would adversely affect our financial performance.We rely on traffic on our Managed Portals to generate search and digital advertising revenue,a substantial portion ofwhich is derived from text-based links to advertisers websites as a result of internet searches.We have a revenue-sharingrel
162、ationship with Google under which we include a Google-branded search tool on our Managed Portals.When a consumer makesa search request using this tool,we deliver it to Google,and Google returns search results to us that include advertiser-sponsoredlinks.If the consumer clicks on a sponsored link,Goo
163、gle receives payment from the sponsor of that link and shares a portion ofthat payment with us.We then typically share a portion of that payment with the applicable customer.Google may terminate ouragreement if we experience a change in control,if we enter into an agreement providing for a change in
164、 control,if we do notmaintain certain search and digital advertising revenue levels or if we fail to conform to Googles search and advertising policies.Google may from time to time change its existing,or establish new,methodologies and metrics for valuing the quality of internettraffic.Any changes i
165、n these methodologies,metrics and advertising technology platforms could decrease the advertising rates thatwe receive and/or the amount of revenue that we generate from digital advertisements.If advertisers were to discontinue theiradvertising via internet searches,if Googles revenue from search-ba
166、sed advertising were to decrease,if Googles share of thesearch revenue were to increase or if our agreement with Google were to be terminated for any reason or renewed on less favorableterms,our business,financial condition and results of operations would be adversely affected.Moreover,consumers inc
167、reased useof search tools other than the Google-branded search tool we provide would have similar effects.Our Managed Portals solutions has suffered a loss of users,which may adversely affect our Portal business.The number of active portal users has declined consistently for several years,and may fu
168、rther contract in the future.While we work with our customers to have their consumers homepages set to our Managed Portals,a consumer may easily changethat setting,which would likely decrease the use of our Managed Portals.Similarly,consumers who change their devices operatingsystem,or internet brow
169、ser,or acquire new consumer electronics devices may no longer have our Managed Portals set as theirdefault homepage,and unless they change it back to our Managed Portals,their usage of our Managed Portals would likely declineand our results of operations could be negatively impacted.Furthermore,the
170、number of people who access the internet through devices other than PCs,including tablets,smartphones and connected TVs,has increased dramatically and is projected to continue to increase.Individuals are increasinglyaccessing the internet through apps other than internet browsers.Our Managed Portals
171、 include our responsive desktop and mobileweb products and also our mobile native iOS and Android apps.If consumers do not use our mobile products at all or use theseproducts less frequently than previously,our financial results could be negatively affected.Additionally,as new devices and newapps ar
172、e continually being released,it is difficult to predict the problems we may encounter in developing new versions of our appsand other solutions for use on these alternative devices and apps,and we may need to devote significant resources to the creation,support and maintenance of such apps and solut
173、ions.If users of these devices and apps do not widely adopt the apps and othersolutions we develop,our business,financial condition and results of operations could be adversely affected.Consumer tastes continually change and are unpredictable,and sales of our Managed Portals and Advertising solution
174、smay decline if we fail to enhance our service and content offerings to achieve continued consumer acceptance.Our business depends on aggregating and providing services and content that our customers will place on ourManaged Portals,including television programming,news,entertainment,sports and othe
175、r content that their consumers findengaging,and premium services and paid content that their consumers will buy.Accordingly,we must continue to invest resourcesin licensing efforts,research and development and marketing to enhance our service and content offerings,and we must makedecisions about the
176、se matters well in advance of product releases to implement them in a timely manner.Our success depends,inpart,on unpredictable and volatile factors beyond our control,including consumer preferences,competing content providers andwebsites and the availability of other news,entertainment,sports and o
177、ther services and content.If our services are not responsive to the requirements of our customers or the preferences of their consumers,or theservices are not brought to market in a timely and effective manner,our business,financial condition and results of operationswould be harmed.Even if our serv
178、ices and content are successfully introduced and initially adopted,a subsequent shift in thepreferences of our customers or their consumers could cause a decline in the popularity of our services and content that couldreduce our revenue and harm our business,financial condition and results of operat
179、ions.122025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm16/116Table of ContentsWe depend on third parties for content that is critical to our business,and our business could suffer if we do not continue toobtain high-quality content at a
180、reasonable cost.We license the content that we aggregate on our Managed Portals from numerous third-party content providers,andour future success is highly dependent upon our ability to maintain and enter into new relationships with these and other contentproviders.In some cases,we are required unde
181、r our contracts,to provide our customers consumers access to certain types ofcontent.In the future,some of our content providers may not give us access to high-quality content,may fail to adapt to changes inconsumer tastes or may increase the royalties,fees or percentages that they charge us for the
182、ir content,any of which could have anadverse effect on our operating results.Our rights to the content that we offer to our customers and their consumers are notexclusive,and the content providers could license their content to our competitors.Our content providers could even grant ourcompetitors ex
183、clusive licenses.In addition,our customers are not prohibited from entering into content deals directly with ourcontent providers.Any failure to enter into or maintain satisfactory arrangements with content providers would adversely affect ourability to provide a variety of attractive services and p
184、roducts to our customers.Our reputation and operating results could suffer asa result,and it may be more difficult for us to develop new relationships with potential customers.Many of our customers are high-speed internet service providers,and consolidation within the cable andtelecommunications ind
185、ustries could adversely affect our business,financial condition and results of operations.We have significant revenue from high-speed internet service and communications providers,including our searchand digital advertising revenue generated by online consumer traffic on our Managed Portals.The cabl
186、e and telecommunicationsindustries have experienced consolidation over the past several years,and we expect that this trend will continue.As a result ofconsolidation,some of our customers may be acquired by companies with which we do not have existing relationships and whichmay have relationships wi
187、th one of our competitors or may have the in-house capability to perform the services we provide.As aresult,such acquisitions could cause us to lose customers and the associated revenue.Under our agreements with some of ourcustomers,they may have the right to terminate the agreement if we are acquir
188、ed by one of their competitors.We may not maintain acceptable website performance for our Managed Portals and Advertising customers,which maynegatively impact our relationships with our customers and harm our business,financial condition and results ofoperations.A key element to our continued growth
189、 is the ability of our customers consumers in all geographies to access ourManaged Portals and other offerings within acceptable load times.We refer to this as website performance.We may in the futureexperience platform disruptions,outages and other performance problems due to a variety of factors,i
190、ncluding infrastructurechanges,human or software errors,capacity constraints due to an overwhelming number of users accessing our technologysimultaneously,and denial of service or fraud or security attacks.In some instances,we may not be able to identify the cause or causes of these website performa
191、nce problems withinan acceptable period of time.It may become increasingly difficult to maintain and improve website performance,especially duringpeak usage times,and as our solutions become more complex and our user traffic increases.If our Managed Portals andAdvertising solutions are unavailable w
192、hen consumers attempt to access them or do not load as quickly as they expect,consumersmay seek other alternatives to obtain the information for which they are looking,and may not use our products and services asoften in the future,or at all.This would negatively impact our relationships with our cu
193、stomers.We expect to continue to makeinvestments to maintain and improve website performance.To the extent that we do not effectively address capacity constraints,upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual andanticipated change
194、s in technology,our business and operating results may be harmed.Our sales cycles and the contracting process with new customers are long and unpredictable and may require us to incurexpenses before executing a customer agreement,which makes it difficult to project when,if at all,we will obtain newc
195、ustomers and when we will generate additional revenue and cash flows from those customers.We market our services and products directly to high-speed internet service and communications providers,consumer electronics manufacturers,and directly and indirectly to enterprises,and governmental and nonpro
196、fit organizations.Newcustomer relationships typically take time to obtain and finalize because of the burdensome cost of migrating from an existingsolution to our platform.Due to operating procedures in many organizations,a significant time period may pass between selectionof our services and produc
197、ts by key decision-makers and the signing of a contract.The length of time between the initial customersales call and the realization of significant sales is difficult to predict and can range from several months to several years.As aresult,it is difficult to predict when we will obtain new customer
198、s and when we will begin to generate revenue and cash flows fromthese potential new customers.132025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm17/116Table of ContentsAs part of our sales cycle,we may incur significant expenses in the fo
199、rm of compensation and related expenses andequipment acquisition before executing a definitive agreement with a prospective customer so that we may be ready to launchshortly following execution of a definitive agreement.If conditions in the marketplace or with a specific prospective customerchange n
200、egatively,it is possible that no definitive agreement will be executed,and we will be unable to recover any expensesincurred before a definitive agreement is executed,which would in turn have an adverse effect on our business,financial conditionand results of operations.We rely,to a significant degr
201、ee,on indirect sales channels for the distribution of our Software products,and disruptionwithin these channels could adversely affect our business,financial condition,operating results and cash flows.We use a variety of indirect distribution methods for our offerings,including channel partners,such
202、 as cloud serviceproviders,distributors,and value added resellers.A number of these partners in turn distribute our offerings via their own networksof channel partners with whom we have no direct relationship.These relationships allow us to offer our technologies to a muchlarger customer base than w
203、e would otherwise be able through our direct sales and marketing efforts.If our channel partners or a partner in its distribution network violate applicable law or regulatory requirements ormisrepresent the functionality of our offerings,our reputation could be damaged and we could be subject to pot
204、ential liability.Furthermore,our channel partners may offer their own products and services that are competitive with our offerings or may notdistribute and market our offerings effectively.Our existing channel partner relationships do not,and any future channel partnerrelationships may not,afford u
205、s exclusive marketing or distribution rights.In addition,if a channel partner is acquired by acompetitor or its business units are reorganized or divested,our revenue derived from that partner may be adversely impacted.Recruiting and retaining qualified channel partners and training them in the use
206、of our technologies requiressignificant time and resources.If we fail to devote sufficient resources to support and expand our network of channel partners,ourbusiness may be adversely affected.In addition,because we rely on channel partners for the indirect distribution of ourtechnologies,we may hav
207、e little or no contact with the ultimate end-users of our technologies,thereby making it more difficult forus to establish brand awareness,ensure proper delivery and installation of our software,support ongoing customer requirements,estimate end-user demand,respond to evolving customer needs and obt
208、ain renewals from end-users.If our indirect distributionchannel is disrupted,we may be required to devote more resources to distribute our offerings directly and support our customers,which may not be as effective and could lead to higher costs,reduced revenue and growth that is slower than expected
209、.Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.As of December 31,2020 our cumulative U.S.federal net operating loss carryforward was$54.7 million.A failure toachieve or maintain profitability may adversely affect our ability to utilize our ne
210、t operating loss carryforwards.As a result of ourpre-tax cumulative losses,we have established a full valuation allowance against our net deferred income tax asset,which includesour net operating loss carryforwards.Under Sections 382 and 383 of the Internal Revenue Code of 1986,as amended,or the Cod
211、e,if a corporationundergoes an“ownership change,”the corporations ability to use its pre-change net operating loss carryforwards to offset its post-change income and taxes may be limited.Our services and products may become less competitive or even obsolete if we fail to respond to technological dev
212、elopments.Our future success will depend,in part,on our ability to modify or enhance our services and products to meetcustomer and consumer needs,to add functionality and to address technological advancements that would improve theirperformance.For example,if our smartphone and tablet products fail
213、to capture the increased search activity on such devices or ifour services and products do not adapt to the increasing video usage on the internet or to take into account evolving developmentsin social networking,then they could begin to appear obsolete.Similarly,if we fail to develop new ways to de
214、liver content andservices through apps other than traditional internet browsers,consumers could seek alternative means of accessing content andservices.To remain competitive,we will need to develop new services and products and adapt our existing ones to addressthese and other evolving technologies
215、and standards.However,we may be unsuccessful in identifying new opportunities or indeveloping or marketing new services and products in a timely or cost-effective manner.In addition,our product innovations maynot achieve the market penetration or price levels necessary for profitability.If we are un
216、able to develop enhancements to,and newfeatures for,our existing services and products or if we are unable to develop new services and products that keep pace with rapidtechnological developments or changing industry standards,our services and products may become obsolete,less marketable andless com
217、petitive,and our business will be harmed.142025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm18/116Table of ContentsOur Zimbra Email/Collaboration solution was developed as an open-source software product.As such,it may be relativelyeasy f
218、or competitors,some of which may have greater resources than we have,to compete with us.One of the characteristics of open source software is that anyone may modify and redistribute the existing opensource software and use it to compete with us.Such competition can develop without the degree of over
219、head and lead time requiredby traditional proprietary software companies.In addition,some of these competitors may make their open source softwareavailable for free download and use on an ad hoc basis or may position their open source software as a loss leader.We cannotguarantee that we will be able
220、 to compete successfully against current and future competitors or that competitive pressure and/orthe availability of open source software will not result in price reductions,reduced operating margins and loss of market share,anyone of which could adversely affect our business,financial condition,o
221、perating results and cash flows.Our revenue and operating results may fluctuate,which makes our results difficult to predict and could cause our results tofall short of expectations.As a result of the rapidly changing nature of the markets in which we compete,our quarterly and annual revenue andoper
222、ating results are likely to fluctuate from period to period.These fluctuations may be caused by a number of factors,many ofwhich are beyond our control,including but not limited to the various factors set forth in this“Risk Factors”section.International operations are subject to the economic,politic
223、al,regulatory,foreign exchange and other risks of internationaloperations.We derive a portion of our revenue from,and have operations,outside of the United States.Revenue from customersoutside of the United States was 30%of total revenue in 2020.We plan to continue to expand our product offerings in
224、ternationally,particularly in Asia,Canada,Latin America and Europe.As the international markets in which we operate continue to grow,we expect that competition in these markets willintensify.Local companies may have a substantial competitive advantage because of their greater understanding of,and fo
225、cus on,the local markets.Some of our domestic competitors who have substantially greater resources than we do may be able to morequickly and comprehensively develop and grow in international markets.International expansion may also require significantfinancial investment including,among other things
226、,the expense of developing localized products,the costs of acquiring foreigncompanies and the integration of such companies with our operations,expenditure of resources in developing customer and contentrelationships and the increased costs of supporting remote operations.Other risks of doing busine
227、ss in international markets include the increased risks and burdens of complying withdifferent legal and regulatory standards,difficulties in managing and staffing foreign operations,recruiting and retaining talenteddirect sales personnel,limitations on the repatriation of funds and fluctuations of
228、foreign exchange rates,varying levels of internettechnology adoption and infrastructure and our ability to enforce contracts and our intellectual property rights in foreignjurisdictions.Our agreements with some of our customers contain penalties for non-performance,which could adversely affect ourfi
229、nancial performance.We have entered into service level agreements with many of our customers.These agreements generally call forspecific system“up times”and 24 hours per day,seven days per week support and include penalties for non-performance.We maybe unable to fulfill these commitments due to circ
230、umstances beyond our control,which could subject us to substantial penaltiesunder those agreements,harm our reputation and result in a reduction of revenue or the loss of customers,which would in turnhave an adverse effect on our business,financial condition and results of operations.In addition,cer
231、tain of our agreements withcustomers contain penalties for certain types of non-performance which,if not timely rectified,could result in substantial financialpenalties to us.Increasing regulatory focus on privacy issues and expanding laws could impact our business models,subject us toadditional exp
232、enses and expose us to increased liability.We are subject to laws and regulations that dictate whether,how,and under what circumstances we can transfer,process and/or receive certain data that is critical to our operations,including data shared between countries or regions in which weoperate and dat
233、a shared among our products and services.In addition,the interpretation and application of consumer and dataprotection laws in the U.S.,Europe and elsewhere are often uncertain and in flux.Government regulators,privacy advocates andclass action attorneys are increasingly scrutinizing how companies c
234、ollect,process,use,store,share and transmit personal data.This increased scrutiny may result in new interpretations of existing laws,thereby further impacting our business.152025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm19/116Table of
235、ContentsGlobally,new and emerging laws,such as the General Data Protection Regulation(“GDPR”)in Europe,state lawsin the U.S.on privacy,data and related technologies,such as the California Consumer Privacy Act(“CCPA”),potential U.S.federallegislation regarding consumer privacy,as well as industry sel
236、f-regulatory codes create new compliance obligations and expand thescope of potential liability,either jointly or severally with our customers and suppliers.For example,the CCPA may precipitateadditional privacy regulation by federal,state and local governments,which may increase our compliance cost
237、s and strain ourtechnical capabilities,and such regulations may conflict with each other making it impossible to comply with all such regulations.Ensuring compliance with such laws is an ongoing commitment which involves substantial costs,and it is possible that despite ourefforts,governmental autho
238、rities or third parties will assert that our business practices fail to comply.Any failure or perceivedfailure by us to comply with privacy regulations,our privacy policies or other related obligations(including in our agreements withcustomers),or any compromise of security that results in the unaut
239、horized release or transfer of personal information or othersubscriber data,may result in governmental enforcement actions,significant fines,loss of access to data transfer mechanisms,litigation or public statements against us by consumer advocacy groups or others and could cause our customers to lo
240、se trust in us,or,terminate their agreements with us,all of which would have an adverse effect on our business.System failures,security breaches,computer viruses or capacity constraints could harm our business and financialperformance.The provision of our services and products depends on the continu
241、ing operation of our information technology andcommunications systems.Any damage to or failure of our systems could result in interruptions in our service.Such interruptionscould harm our business,financial condition and results of operations,and our reputation could be damaged if people believe our
242、systems are unreliable.Our systems are vulnerable to damage or interruption from terrorist attacks,floods,fires,power loss,telecommunications failures,security breaches,computer malware,computer hacking attacks,computer viruses,computer denialof service attacks or other attempts to harm our systems.
243、Our data centers are also subject to break-ins,sabotage and intentionalacts of vandalism and to potential disruptions if the operators of the facilities have financial difficulties.Although we maintaininsurance to cover a variety of risks,the scope and amount of our insurance coverage may not be suf
244、ficient to cover our lossesresulting from system failures or other disruptions to our online operations.Any system failure or disruption and any resultinglosses that are not recoverable under our insurance policies may harm our business,financial condition and results of operations.Not all of our da
245、ta centers are on full second-site redundancy,only certain customers require this capability.Weregularly back-up our systems and store the system back-ups.If we were forced to relocate to an alternate site and to rely on oursystem back-ups to restore the systems,we could experience significant delay
246、s in restoring the functionality of our platform andcould experience loss of data,which could harm our business and our operating results.We rely on our management team and need additional personnel to expand our business,and the loss of key officers or aninability to attract and retain qualified pe
247、rsonnel could harm our business,financial condition and results of operations.Our future success also depends on our ability to identify,attract and retain highly skilled technical,managerial,finance,marketing and creative personnel.We face intense competition for qualified individuals from numerous
248、 technology,marketing and media companies,and we may incur significant costs to attract them.We may be unable to attract and retain suitablyqualified individuals,or we may be required to pay increased compensation in order to do so.If we were to be unable to attract andretain the qualified personnel
249、 we need to succeed,our business could suffer.Volatility or lack of performance in the trading price of our common stock may also affect our ability to attract andretain qualified personnel.Many of our senior management personnel and other key employees have become,or will become,vested in Company s
250、tock or stock options.Employees may be more likely to leave us if the shares they own or the sharesunderlying their options have significantly declined in value relative to the original purchase prices of the shares or the exerciseprices of the options or if the exercise prices of the options that t
251、hey hold are significantly above the trading price of our commonstock.If we are unable to retain our employees,our business,financial condition and results of operations would be harmed.162025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm2
252、0/116Table of ContentsOur business depends,in part,on our ability to protect and enforce our intellectual property rights.The protection of our intellectual property is critical to our success.We rely on copyright and service markenforcement,contractual restrictions and trade secret laws to protect
253、our proprietary rights.We have entered into confidentialityand invention assignment agreements with our employees and contractors,and nondisclosure agreements with certain parties withwhom we conduct business to limit access to and disclosure and distribution of our proprietary information.Additiona
254、lly,we haveapplied for patents to protect certain of our intellectual property.We have registered several marks and filed many other trademarkapplications in the United States and internationally.We have not applied for copyright protection in any jurisdiction including inthe United States.However,i
255、f we are unable to adequately protect our intellectual property,it may be possible for a third party tocopy or otherwise obtain and use our intellectual property without authorization,and,our business may suffer from the piracy ofour technology and the associated loss in revenue.Protecting against t
256、he unauthorized use of our intellectual property and other proprietary rights is expensive,difficultand,in some cases,impossible.The steps we take may not prevent misappropriation or infringement of our propertyrights.Litigation may be necessary in the future to enforce or defend our intellectual pr
257、operty rights,to protect our trade secrets orto determine the validity and scope of the proprietary rights of others.Such litigation could be costly and divert managementresources,either of which could harm our business.Furthermore,many of our current and potential competitors have the ability toded
258、icate substantially greater resources to enforce their intellectual property rights than we do.Accordingly,despite our efforts,wemay not be able to prevent third parties from infringing upon or misappropriating our intellectual property.We are not currently involved in any material legal proceedings
259、 with respect to protecting our intellectual property;however,we may from time to time become a party to various legal proceedings with respect to protecting our intellectual propertyarising in the ordinary course of our business.Any claims from a third party that we are infringing upon its intellec
260、tual property,whether valid or not,could subject us tocostly and time-consuming litigation or expensive licenses or force us to curtail some services or products.Companies in the internet and technology industries tend to own large numbers of patents,copyrights,trademarksand trade secrets,and freque
261、ntly enter into litigation based on allegations of infringement or other violations of intellectual propertyrights.From time to time,we have been subject to claims that the presentation of certain licensed content on our Managed Portalsinfringes certain patents of various third parties,none of which
262、 have resulted in material direct settlement or payments by us or anydetermination of infringement by us,and as we face increasing competition,the possibility of further intellectual property rightsclaims against us grows.Our technologies may not be able to withstand any third party claims or rights
263、 against their use.Anyintellectual property claims,with or without merit,could be time-consuming,expensive to litigate or settle and could divertmanagement resources and attention.An adverse determination also could prevent us from offering our services and products toothers and may require that we
264、procure substitute products or services for our customers.In the case of any intellectual property rights claim,we may have to pay damages or stop using technology found tobe in violation of a third partys rights.We may have to seek a license for the technology,which may not be available to us onrea
265、sonable terms and may significantly increase our operating expenses.The technology also may not be available for license to usat all.As a result,we may also be required to develop alternative non-infringing technology,which could require significant effortand expense.If we cannot license or develop
266、technology for the infringing aspects of our business,we may be forced to limit ourservice and product offerings and may be unable to compete effectively.Any of these consequences could harm our operatingresults.In addition,we typically have contractual obligations to our customers to indemnify and
267、defend them with respect tothird-party intellectual property infringement claims that arise from our customers use of our products or services.Such claims,whether valid or not,could harm our relationships with our customers,could result in us or our customers having to enter intolicenses with the cl
268、aimants and could cause us to incur additional costs or experience reduced revenue.Such claims could alsosubject us to costly and time-consuming litigation as well as diverting management attention and resources.Satisfying ourcontractual indemnification obligations could also give rise to significan
269、t liability,and thus harm our business and our operatingresults.We are not currently subject to any material legal proceedings with respect to third party claims that we or ourcustomers use of our products and services are infringing upon their intellectual property;however,we may from time to timeb
270、ecome a party to various legal proceedings with respect to such claims arising in the ordinary course of our business.172025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm21/116Table of ContentsAny unauthorized disclosure or theft of person
271、al information we gather could harm our reputation and subject us to claimsor litigation.We collect,and have access to,personal information of subscribers,including names,addresses,account numbers,credit card numbers and email addresses.There are numerous federal,state and local laws,rules and guide
272、lines around the worldregarding privacy and the collection,storing,sharing,use,processing,disclosure,destruction and security of personal informationand other subscriber data,the scope of which are changing,subject to differing interpretations,and may be inconsistent betweencountries or conflict wit
273、h other rules.Ensuring compliance with such laws is an ongoing commitment which involves substantialcosts,and it is possible that despite our efforts,governmental authorities or third parties will assert that our business practices failto comply.Unauthorized disclosure of such personal information,w
274、hether through breach of our systems by an unauthorizedparty,employee theft or misuse,or otherwise,could harm our business.If there were an inadvertent disclosure of personalinformation,or if a third party were to gain unauthorized access to the personal information we possess,our operations could b
275、eseriously disrupted and we could be subject to claims or litigation arising from damages suffered by subscribers or our customers.In addition,we could incur significant costs in complying with the multitude of state,federal and foreign laws regarding theunauthorized disclosure of personal informati
276、on.Finally,any perceived or actual unauthorized disclosure of the information wecollect could harm our reputation,substantially impair our ability to attract and retain customers and have an adverse impact on ourbusiness.Risks Related to Our IndustryThe growth of the market for our services and prod
277、ucts depends on the development and maintenance of the internetinfrastructure.Our business strategy depends on continued internet and high-speed internet access growth.Any downturn in the useor growth rate of the internet or high-speed internet access would be detrimental to our business.If the inte
278、rnet continues toexperience significant growth in number of users,frequency of use and amount of data transmitted,the internet infrastructure mightnot be able to support the demands placed on it and the performance or reliability of the internet may be adversely affected.Thesuccess of our business t
279、herefore depends on the development and maintenance of a sound internet infrastructure.This includesmaintenance of a reliable network backbone with the necessary speed,data capacity and security,as well as timely development ofcomplementary products,such as routers,for providing reliable internet ac
280、cess and services.Consequently,as internet usageincreases,the growth of the market for our products depends upon improvements made to the internet as well as to individualcustomers networking infrastructures to alleviate overloading and congestion.In addition,any delays in the adoption of newstandar
281、ds and protocols required to govern increased levels of internet activity or increased governmental regulation may have adetrimental effect on the internet infrastructure.The market for internet-based services and products in which we operate is highly competitive,and if we cannot competeeffectively
282、,our sales may decline and our business may be harmed.Competition in the market for internet-based services and products in which we operate is intense and involvesrapidly changing technologies and customer and subscriber requirements,as well as evolving industry standards and frequentproduct introd
283、uctions.Our competitors may develop solutions that are similar or superior to our technology.Our primarycompetitors include high-speed internet service providers with internal information technology staff capable of developingsolutions similar to our technology.Other competitors include:Google;Veriz
284、on Media;and MSN,a division of Microsoft.Advantages some of our existing and potential competitors hold over us include the following:significantly greater revenue and financial resources;stronger brand and consumer recognition;the capacity to leverage their marketing expenditures across a broader p
285、ortfolio of services and products;ability to offer their products at significantly lower prices or at no cost;more extensive proprietary intellectual property from which they can develop or aggregate contentwithout having to pay fees or paying significantly lower fees than we do;pre-existing relatio
286、nships with content providers that afford them access to content while blocking theaccess of competitors to that same content;pre-existing relationships with high-speed internet service providers that afford them the opportunity toconvert such providers to competing services and products;lower labor
287、 and development costs;and2025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm22/116182025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm23/116Table of Contentsbroader global distri
288、bution and presence.If we are unable to compete effectively or we are not as successful as our competitors in our target markets,our salescould decline,our margins could decline and we could lose market share,any of which would harm our business,financialcondition and results of operations.Governmen
289、t regulation of the internet continues to evolve,and new laws and regulations could significantly harm ourfinancial performance.Over time,we expect state,federal and international legislative bodies to continue to enact more stringent laws andregulations relating to the internet.The adoption or modi
290、fication of laws related to the internet could harm our business,financialcondition and results of operations by,among other things,increasing our costs and administrative burden.Due to the increasing popularity and use of the internet,many laws and regulations relating to the internet are beingdeba
291、ted at the international,federal and state levels,which are likely to address a variety of issues such as:user privacy and expression;ability to collect and/or share necessary information that allows us to conduct business on the internet;export compliance;pricing and taxation;fraud;advertising;inte
292、llectual property rights;consumer protection;protection of minors;content regulation;information security;andquality of services and products.Several federal laws that could have an impact on our business have been adopted.For example,the DigitalMillennium Copyright Act of 1998 reduces the liability
293、 of online service providers of third-party content,including content thatmay infringe copyrights or rights of others,but requires strict compliance with certain provisions to qualify for the safe harborprovisions;the Childrens Online Privacy Protection Act imposes additional restrictions on the abi
294、lity of online services to collectuser information from minors under the age of 13;and the Protection of Children from Sexual Predators Act requires online serviceproviders to report evidence of violations of federal child pornography laws under certain circumstances.It could be costly for us to com
295、ply with existing and potential laws and regulations,and they could harm ourmarketing efforts and our attractiveness to advertisers by,among other things,restricting our ability to collect demographic andpersonal information from consumers or to use or disclose that information in certain ways.If we
296、 were to violate these laws orregulations,or if it were alleged that we had,we could face private lawsuits,fines,penalties and injunctions and our business couldbe harmed.Finally,the applicability to the internet and other online services of existing laws in various jurisdictions governingissues suc
297、h as property ownership,sales and other taxes,libel and personal privacy is uncertain.Any new legislation or regulation,the application of laws and regulations from jurisdictions whose laws do not currently apply to our business,or the application ofexisting laws and regulations to the internet and
298、other online services could also increase our costs of doing business,discourageinternet communications,reduce demand for our services and expose us to substantial liability.192025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm24/116Table o
299、f ContentsRisks Related to the Offer and MergerWhether or not the Offer and Merger are completed,the announcement and pendency of the Offer and Merger couldimpact or cause disruptions in our businesses,which could have an adverse effect on our businesses and operating results.Whether or not the Offe
300、r and Merger are completed,the announcement and pendency of the Offer and Merger couldcause disruptions in or otherwise negatively impact our businesses and operating results.Our employees may experienceuncertainty about their future roles,which might adversely affect our ability to retain and hire
301、key personnel and other employees,and customers,channel partners,vendors or suppliers may seek to modify or terminate their business relationships us,or delay ordefer decisions concerning our products or services or seek alternatives to the products or services offered by us.These disruptionscould b
302、e exacerbated by a delay in the completion of the Offer and Merger or termination of the Merger Agreement and could havean adverse effect on our businesses,operating results or prospects if the Offer and Merger are not completed.Under the terms of the Merger Agreement,we are subject to certain restr
303、ictions on the conduct of our businessesprior to completing the Offer and Merger,which may adversely affect our ability to execute certain of our business strategies,including the ability in certain cases to enter into contracts,incur indebtedness or incur capital expenditures,or otherwise pursueact
304、ions that are not in the ordinary course of business,even if such actions would be beneficial to us.Additionally,the attention ofour management may be directed toward completion of the Offer and Merger and transaction-related considerations and may bediverted from the day-to-day operations and pursu
305、it of other opportunities that could have been beneficial to our businesses,whichcould negatively affect our business,operations and financial condition.Failure to complete the Offer and Merger in a timely manner or at all could negatively impact the market price of ourcommon stock as well as advers
306、ely affect our business,financial condition,operating results and cash flows.Completion of the Offer and Merger is subject to several conditions beyond the Companys control that may prevent,delay or otherwise adversely affect its completion in a material way.The Offer and Merger cannot be completed
307、until theconditions to closing are satisfied or(if permissible under applicable law)waived.We cannot guarantee that the closing conditionsset forth in the Merger Agreement will be satisfied or,even if satisfied,that no event of termination will take place.As a result,wecannot assure you that the Off
308、er and Merger will be completed,or that,if completed,it will be exactly on the terms set forth in theMerger Agreement or within the expected time frame.If the Offer and Merger are not completed within the expected time frame or at all,we may be subject to a numberof material risks.The price of our c
309、ommon stock may decline from current market prices.The failure to complete the Offer andMerger also may result in negative publicity and negatively affect our relationship with our stockholders,employees,collaborators,customers,regulators and other business partners.In the event that the Offer and M
310、erger are not completed for any reason,theholders of our common stock will not receive any payment for their shares of our common stock in connection with the Offer andMerger.Instead,we will remain an independent public company and the holders of our common stock will continue to own theirshares of
311、our common stock.We may also be required to devote significant time and resources to litigation related to any failure tocomplete the Offer and Merger or related to any enforcement proceeding commenced against us to perform our obligations underthe Merger Agreement.Additionally,we have incurred and
312、will incur substantial costs in connection with the proposed Offer and Merger,even if the Offer and Merger are not completed.In the event that the Merger Agreement is terminated or the proposed Offer andMerger are not completed,these Offer and Merger related costs may adversely affect our business,o
313、perating results and financialcondition,as well as the price of our common stock.Provisions of the Merger Agreement may deter alternative business combinations and could deter a potential competingacquirer that may be willing to pay more to effect an alternative transaction with us.Under the Merger
314、Agreement,we are generally not permitted to solicit or discuss takeover proposals with thirdparties,subject to certain exceptions.The Merger Agreement also provides for the payment by us of a termination fee of$3.5million if the Merger Agreement is terminated in certain circumstances in connection w
315、ith a competing third party acquisitionproposal for the Company.These provisions limit our ability to pursue offers from third parties that could result in greater value toour stockholders and may discourage a third party from pursuing an acquisition proposal.If the Merger Agreement is terminatedand
316、 we determine to seek another business combination,we cannot assure our stockholders we will be able to negotiate atransaction with another acquiror on terms comparable to the terms of the Offer and Merger,or that we will avoid the terminationfee associated with the termination of the Merger Agreeme
317、nt.202025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm25/116Table of ContentsWe have been,and may continue to be,the target of lawsuits related to the Offer and Merger,which could result insubstantial costs and may delay or prevent the Of
318、fer and Merger from being completed.Lawsuits are often brought against public companies that have entered into merger agreements,such as hasoccurred for the Company with respect to the Offer and Merger.Even if the lawsuits are without merit,defending against theseclaims can result in substantial cos
319、ts and divert management time and resources.An adverse judgment could result in monetarydamages,which could have a negative impact on our liquidity and financial condition.Additionally,if a plaintiff is successful inobtaining an injunction prohibiting completion of the Offer and Merger,then that inj
320、unction may delay or prevent the Offer andMerger from being completed,which may adversely affect our business,financial position and results of operation.Risks Related to Ownership of Our Common StockConcentration of ownership among our directors and officers and their respective affiliates could li
321、mit our otherstockholders ability to influence the outcome of key corporate decisions,such as an acquisition of our company.Our directors and executive officers and their respective affiliates,beneficially own or directly or indirectly control(including by voting proxy),as of March 26,2021,approxima
322、tely 25%of our outstanding common stock(including exercisableoptions).These stockholders,if they were to act together,would have the ability to significantly influence the outcome of matterssubmitted to our stockholders for approval,including the election of directors and any merger,consolidation or
323、 sale of all orsubstantially all of our assets.In addition,these stockholders,if they act together,would have the ability to influence significantlythe management and affairs of our company.Accordingly,this concentration of ownership might harm the trading price of ourcommon stock by:delaying,deferr
324、ing or preventing a change in our control;impeding a merger,consolidation,takeover or other business combination involving us;preventing the election of directors who are nominated by our stockholders;ordiscouraging a potential acquirer from making a tender offer or otherwise attempting to obtain co
325、ntrol ofus.Our business could be negatively affected as a result of actions of stockholders or others.There can be no assurance that a third party will not make an unsolicited takeover proposal in the future or takeother action to acquire control of us or to otherwise influence our management and po
326、licies.Considering and responding to anyfuture proposal is likely to result in significant additional costs to us,and future acquisition proposals,other stockholder actions toacquire control and the litigation that often accompanies them,if any,are likely to be costly and time-consuming and may disr
327、uptour operations and divert the attention of management and our employees from executing our strategic plan.Additionally,perceived uncertainties as to our future direction as a result of stockholder activism or actual orpotential changes to the composition of our board of directors,may lead to the
328、perception of a change in the direction of ourbusiness or other instability,which may be exploited by our competitors,cause concern to our current or potential customers,andmake it more difficult to attract and retain qualified personnel.If customers choose to delay,defer or reduce their reliance on
329、 theservices we provide or decide to do business with our competitors instead of us because of any such issues,then our business,operating results and financial condition would be adversely affected.Some provisions of our certificate of incorporation,bylaws and Delaware law may discourage,delay or p
330、revent a merger oracquisition or prevent the removal of our current board of directors and management.Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions thatmay discourage,delay or prevent a merger or acquisition or prevent the removal of our cur
331、rent board of directors and management.We have a number of anti-takeover devices in place that will hinder takeover attempts,including:our board of directors is classified into three classes of directors with staggered three-year terms;our directors may only be removed for cause,and only with the af
332、firmative vote of a majority of thevoting interest of stockholders entitled to vote;only our board of directors and not our stockholders will be able to fill vacancies on our board ofdirectors;only our chairman of the board,our chief executive officer or a majority of our board of directors,andnot o
333、ur stockholders,are authorized to call a special meeting of stockholders;our stockholders will be able to take action only at a meeting of stockholders and not by written consent;212025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-20201231.htm26/1162025/5/19 12:15sync-20201231https:/www.sec.gov/Archives/edgar/data/1408278/000140827821000050/sync-202
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共50套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
