Support.Com
Annual Report 2014

Plain-text annual report

SECURITIES & EXCHANGE COMMISSION EDGAR FILING Support.com, Inc. Form: 10-K Date Filed: 2015-03-06 Corporate Issuer CIK: 1104855 Symbol: Fiscal Year End: SPRT 12/31 © Copyright 2015, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 OR For the Transition Period from to Commission File No. 000-30901 SUPPORT.COM, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 900 Chesapeake Drive, 2nd Floor, Redwood City, CA (Address of Registrant’s Principal Executive Offices) 94-3282005 (I.R.S. Employer Identification No.) 94063 (Zip Code) Registrant’s telephone number including area code: (650) 556-9440 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.0001 par value Name of each exchange on which registered The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ☒ No ☐ The aggregate market value of the registrant’s common stock, $.0001 par value, held by non-affiliates of the registrant was $145,976,497 based on the closing price of $2.71 per share as of June 30, 2014. Shares of common stock held by each executive officer, director, and stockholders known by the registrant to own 10% or more of the outstanding stock based on Schedule 13G filings and other information known to us, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 28, 2015, there were 54,344,146 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III, Items 10 (as to directors, section 16(a) beneficial ownership and audit committee and audit committee financial expert), 11, 12 (as to beneficial ownership), 13 and 14 incorporate by reference information from the registrant’s definitive proxy statement (the “Proxy Statement”) to be mailed to stockholders in connection with the solicitations of proxies for its 2015 annual meeting of stockholders. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be part of this report. EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. SUPPORT.COM, INC. FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2014 TABLE OF CONTENTS Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Consolidated Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Changes In and Disagreements With Accountants on Accounting and Financial Disclosures Controls and Procedures Report of Management on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules PART I ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. PART II ITEM 5. ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. ITEM 9B. PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART IV ITEM 15. Signatures Exhibit Index Page 3 3 8 18 18 18 19 19 19 21 23 31 33 34 62 62 63 64 65 65 65 65 65 66 66 67 67 69 70 FORWARD LOOKING STATEMENTS AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION This Annual Report on Form 10-K (the “Form 10-K”) contains forward-looking statements that involve risks and uncertainties. Please see the section entitled “Risk Factors” in Item 1A of this Report for important information to consider when evaluating these statements. In this Form 10-K, unless the context indicates otherwise, the terms “we,” “us,” “Support.com,” “the Company” and “our” refer to Support.com, Inc., a Delaware corporation, and its subsidiaries. References to “$” are to United States dollars. We have compiled the market size and growth data in this Form 10-K using statistics and other data obtained from several third-party sources. Some market and statistical data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the third-party sources referred to. This information may prove to be inaccurate because of the method by which the data is obtained or because this information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, although we believe this information is reliable, we have not independently verified the third-party data and cannot guarantee the accuracy and completeness of this information. Various amounts and percentages used in this Form 10-K have been rounded and, accordingly, they may not total 100%. 2 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents We own or otherwise have rights to the trademarks and trade names, including those mentioned in this Form 10-K, used in conjunction with the marketing and sale of our products. PART I ITEM 1. BUSINESS. Overview Support.com, Inc. is a leading provider of cloud-based software and services that enable technology support for a connected world. Support.com is the choice of leading communications providers, top retailers, and other important brands in software and connected technology. Our technology support services programs help leading brands create new revenue streams and deepen customer relationships. We offer turnkey, outsourced support services for service providers, retailers and technology companies. Our technology support services programs are designed for both the consumer and small business markets, and include computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, and home security and automation system support. Most of our technology specialists work from their homes rather than in brick-and-mortar facilities. We are compensated for our services on a per-incident, per-subscription or labor rate basis. Our cloud-based offering, Nexus®, is a software-as-a-service (“SaaS”) solution for companies to optimize support interactions with their customers using their own or third party support personnel. Nexus enables companies to quickly resolve complex technology issues for their customers, boosting agent productivity and dramatically improving the customer experience. We also offer end-user software products including tools and apps designed to address some of the most common technology issues, including computer and mobile device maintenance, optimization and security. We market our technology support services primarily through partners, who resell the services to their customers or include them in their service offerings. Nexus is marketed through a variety of demand generation programs. We market our end-user software products directly, principally online, and through partners. Our sales and marketing efforts are primarily focused in North America. Industry Background Technology has become an essential feature of the modern home and office. Products such as personal computers, printers, tablets, smartphones, digital cameras, gaming devices, music players and servers have become ubiquitous. Each year, these products become more feature-rich, offering many new capabilities. Consumers and small businesses now depend on such technology for “must-have” information, communication and entertainment. Technology has also become increasingly connected, with networks now commonplace in the home as well as the office, and with the “Internet of Things” adding a diverse array of sensors that monitor, track and automate the physical world. At the same time, technology has become increasingly mobile, with anytime/anywhere access to voice, data, video and applications becoming commonplace. For consumers and small businesses, the complexity of the technology environment creates challenges in obtaining the benefits of the connected home and office. For customer support organizations it results in more difficult problems to solve, including the need to support third-party products in addition to their own offerings. The proliferation of smartphones (58% of American adults own a smartphone, according to a 2014 Pew Research Study) and connected devices (the average US broadband home has seven connected devices, according to a 2014 Parks Associates Survey) compels customer support organizations to fundamentally transform how interactive support is delivered. An Accenture survey finds that 83% of consumers encounter challenges using wearables, connected home systems, and connected vehicle products. The biggest challenges consumers face are that the smart devices are too complicated to use, difficult to set-up, and did not work as advertised. These trends in number of devices, connected nature of these devices, and the complex ecosystem requires that customer support organizations use modern tools and analytics to fundamentally transform how interactive support is delivered. While important on its own terms, technology support is also becoming increasingly critical to the overall customer experience, not just for technology products but also for other products and services that depend on technology to deliver the customer experience. According to the Temkin Group, “Research shows that customer experience is highly correlated with loyalty.” As a result, technology support solutions have begun to address the parts of the customer experience that are mediated by technology. 3 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Our Growth Strategy Our objective is to become the leading provider of cloud-based software and services for technology support. We seek to be both the premier provider of turnkey support programs and a leading best-of- breed software supplier for technology support organizations. From a financial perspective, our goals are to grow and diversify revenue and maintain and enhance profitability. Our strategies for achieving our goals include increasing SaaS revenue from Nexus, expanding existing technology support services programs, launching new services programs, and improving service delivery efficiency. • • • • To increase SaaS revenue from Nexus, we expect to invest in product, R&D, sales and marketing. Our product investment will include deepening the support interaction optimization features, building out an open platform, incorporating support for the Internet of Things, and expanding our data analytics capabilities. To expand existing service programs, we plan to increase our focus on programs with potential for growth. To launch new service programs, we intend to pursue opportunities with leading communications, retail, technology, and other partners in the mobile, Internet of Things (“IOT”) and connected home markets. To improve service delivery efficiency, we intend to optimize operating processes, enhance our internal service delivery management tools, and evolve our labor model. We intend to execute our growth strategy organically and through acquisitions of complementary businesses, where appropriate. Our Technology Support Service Programs Support.com® technology support services are distributed through partners, using the partner’s brand or in referral programs using the Support.com® brand. Partners include retailers, original equipment manufacturers (”OEMs”), software providers, broadband providers, Internet services providers and warranty providers. The services programs include one-time services (“incidents”), subscriptions, and bundled components of broader offerings. Our programs are based on the following core services: Connected Home and IOT Services. For connected home technology and automation systems, we offer a complete range of services to help customers set up, configure and use new systems, including helping consumers personalize system settings to meet specific lifestyle needs. Technical Support Services. We offer a variety of troubleshooting, installation, set-up and enablement services for computers, peripherals and mobile devices. We identify, diagnose and repair technical problems, including issues associated with viruses, spyware, and other forms of malware, connectivity issues, and issues with software applications. We create new user accounts, configure automatic system updates, remove unnecessary trial software, connect devices to the cloud, find and install applications, and synchronize data among devices. These services cover a wide variety of devices, regardless of manufacturer. Support is provided for devices including PC, laptops, tablets, mobile devices and other connected devices. Our smartphone and tablet services include configuring mobile devices for wireless network (WiFi) access, setting up email, and educating customers on how to browse the Internet and install apps. Network Services. Our Network services set up, secure and repair problems with wireless networks. We configure, connect and establish secure connections among computers, the wireless network and supported devices. We deliver our services using specialists who work from their homes rather than in brick and mortar facilities. These technology specialists are recruited, tested, hired and trained on a virtual basis using proprietary methods and remote technology. We also utilize contract labor in our service programs. We strive to continually enhance service delivery through evolution of our labor model, process improvement using Six Sigma methodologies and enhancement of our internal service delivery management tools. Nexus® Cloud-based Nexus software is the Company’s flagship offering in the Support Interaction Optimization (SIO) space, which has been identified by Frost & Sullivan as a $1.3 billion, rapidly growing market. Nexus provides significant levels of automation and analytics that enable companies to deliver superior technology issue resolution while improving both the customer experience and operational performance. Based on insights from supporting more than twenty million connected technology transactions, the patented Nexus architecture is designed to enable resolving problems in a consistent manner by using proprietary, automated workflow while capturing rich data for service delivery optimization. Flexible architecture means that companies can take advantage of additional functionality as their business requirements change, and can add richer analytics, marketing and subscription management, and third-party applications to resolve issues. Key features include: 4 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Automated Workflow. Patent-pending Guided Paths™ automation codifies the best practices of the support organization’s highest-performing technicians and ensures that agents get the right guidance at the right time to help resolve customer problems. Guided Paths go beyond knowledge articles and decision trees to gather pertinent device data and automate time-consuming, multi-step activities in ways that lead to effective and consistent problem resolution and satisfied customers. Data and Analytics. The Nexus data architecture brings “Big Data” benefits to technology support, delivering business insights from rich data captured during service delivery and enabling organizations to track program performance and identify potential issues and inefficiencies. Web-based APIs. Open APIs enable integration to other contact center applications so Nexus can be fully integrated into the agent-customer interaction. The open API’s allow for data transfer and sharing between applications. Our End-User Software Products Our end-user software products are designed to maintain, optimize and secure computers and mobile devices. Certain software products are licensed on a perpetual basis while others are offered on a subscription basis. Our principal software products include products designed for malware protection and removal (SUPERAntiSpyware®), PC, smartphone and tablet maintenance and optimization (Cosmos®), and PC registry cleaning and repair (ARO®). Sales and Marketing Technology Support Services. We sell our services principally through partners. Our partners include leading communication providers, retailers, and technology companies. Our partnerships typically begin with a pilot phase and can take several weeks to more than a year to progress to a broader roll-out. We typically wholesale services to our partners on a per-incident, per- subscription or labor rate basis and our partners resell the services to consumers and small businesses at prices our partners determine or bundle them with other services. In these partnerships, the services are generally sold under the partner’s brand. In certain cases, in addition to service delivery we sell the services on our partner’s behalf and receive commissions. We acquire partners through our business development organization, and we support partners through our account management organization. We organize account management along industry lines. Nexus SaaS Offering. We license Nexus separately from support services provided by our technology specialists. In such an arrangement, customers receive the right to use Nexus software in their own technology support organization, using a SaaS model under which customers pay us on a per-user basis during the term of the arrangement. We also provide implementation services to customers, typically covering integration of our software with other customer’s systems. We charge for these services on a time-and-materials basis or as part of a fixed-fee package. We acquire Nexus customers through our business development organization, which uses a variety of Internet-based lead generation strategies, thought leadership initiatives and industry presence marketing to drive demand. We expect to increase the sales and marketing investment devoted to Nexus during 2015. End-User Software Products. We license our end-user software products directly to customers and through partners. To date, a majority of our end-user software revenue has come through direct sales to customers. Online advertising allows customers to click through to our software offerings where they can order and download our products on demand. In addition to fully featured software products available for a license fee, a substantial percentage of our end-user software revenue arises from customers who download free trial versions of our software or free versions of our software with limited functionality before making a purchase decision. Research and Development Technology is at the core of our business model and a direct source of revenue and growth in our SaaS business, and as a result our recent investment in research and development is substantial. We believe that this creates significant competitive advantage in the quality and cost of our technology support service offerings, in our ability to meet the rigorous requirements of partners and customers, and in the new capabilities we introduce. We maintain dedicated research and development teams in Redwood City, California, Bangalore, India, and Eugene, Oregon. Research and development expense was $5.1 million in 2014, $5.7 million in 2013, and $6.8 million in 2012. 5 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents We have developed, currently maintain, and continue to improve proprietary, market-leading, cloud-based technologies that are essential to our business. We focus our investment in research and development across the following major areas: Nexus SaaS solution for support interaction optimization; endpoint applications and other extensions to gather data to assist support interactions and allow remote support when necessary; business analytics and reporting; open application interfaces; and internal service delivery management tools. Our Nexus SaaS technology includes patent-pending Guided Paths automated workflows, remote control of customer devices, automated device and systems data collection, and business analytics. We expect to increase the research and development investment devoted to Nexus during 2015. The service delivery management tools used by our agents for technology support services include Nexus capabilities and other contact center applications such as customer relationship management (“CRM”), ticketing, ordering, methods of payment, and telephony, which are all integrated into an ergonomic and efficient application for our technology specialists. For business analytics and reporting, we build and maintain a data warehouse that securely aggregates and restructures data from all of our applications to create a comprehensive view of the service delivery lifecycle, as well as data about the disposition of support interactions. This rich data set provides visibility into sales conversion effectiveness, service delivery efficiency, service level performance, subscription utilization, partner program performance and many other aspects of running and optimizing our business. Our partners also receive reports and analytic information from the warehouse for their programs on a regular basis via secure data feeds, or they can access reports via an online reporting portal. Nexus open application interfaces enable integration with CRM, ticketing systems, and other contact center applications. For end-user software, we build and enhance the products described under “Our End-User Software Products”. Intellectual Property We own the registered trademarks SUPPORT.COM®, PERSONAL TECHNOLOGY EXPERTS®, BUSINESS TECHNOLOGY EXPERTS® and NEXUS® in the United States for specified support services and software, and we have registrations and common law rights for several related trademarks in the U.S. and certain other countries. We own the domain name support.com and other domain names. We have exclusive rights to our proprietary services technology, and our end user software products. We also have non-exclusive rights to distribute certain other software products. We own three U.S. patents related to our business and have a number of pending patent applications covering certain advanced technology. Our issued patents include U.S. Patent No. 8,020,190 (“Enhanced Browser Security”), U.S. Patent No. 6,754,707 (“Secure Computer Support System”) and U.S. Patent No. 6,167,358 (“System and Method for Remotely Monitoring a Plurality of Computer-Based Systems”). We do not know if our current patent applications or any future patent application will result in a patent being issued with the scope of the claims we seek, if at all. Also, we do not know whether any patents we have or may receive will be challenged or invalidated. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as they do in the United States, and our competitors may develop technology that competes with ours but nevertheless does not infringe our intellectual property rights. We rely on a combination of copyright, trade secret, trademark and contractual protection to establish and protect our proprietary rights that are not protected by patents. We also enter into confidentiality agreements with our employees and consultants involved in product development. We generally require our employees, customers and potential business partners to enter into confidentiality agreements before we will disclose any sensitive aspects of our business. Also, we generally require employees and contractors to agree to assign and surrender to us any proprietary information, inventions or other intellectual property they generate while working for us in the scope of employment. These precautions, and our efforts to register and protect our intellectual property, may not prevent misappropriation or infringement of our intellectual property. Competition We are active in markets that are highly competitive and subject to rapid change. Although we do not believe there is one principal competitor for all aspects of our offerings, we do compete with a number of other vendors. With respect to partnerships for our technology support services, our competitors include privately-held companies focused on premium technology services, providers of electronics warranties, contact centers focused on technical support and other companies who offer technical support through partners. We believe the principal competitive factors in our services market include: breadth and depth of service offerings; quality of the customer experience; proprietary technology; time to market; pricing; account management; vendor reputation; scale; and financial resources. 6 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents With respect to licenses of our Nexus offering, our competitors include companies focused on service desk, remote support and IT process automation. We believe the principal competitive factors in our SaaS licensing market include breadth and depth of functionality; ease of implementation; performance; scalability; pricing; vendor reputation; financial resources; and customer support. In the market for our end-user software products, we face direct competition from software vendors, application providers, operating system providers, network equipment manufacturers, and other original equipment manufacturers (“OEMs”) that may provide similar solutions and function in their products, and from individuals and groups who offer “free” and open source utilities online. The competitors in our markets for services and software can have some or all of the following competitive advantages: longer operating histories, greater economies of scale, greater financial resources, greater engineering and technical resources, greater sales and marketing resources, stronger strategic alliances and distribution channels, larger user bases, products with different functions and feature sets and greater brand recognition than we have. We expect new competitors to continue to enter the markets in which we operate. For additional information related to competition, see Item 1A, Risk Factors. Environmental Regulation The majority of our employees works from their own homes and use our technology platform to deliver services from remote locations. We believe that on a per-employee basis, our operations contribute significantly to efforts to reduce pollutants by eliminating fossil fuel-based commutes for the majority of our workers. In addition, the nature of our remote service delivery also helps many customers avoid onsite services, resulting in additional reduction in pollutants caused by automobile transportation for such services. Finally, our principal delivery method for our end-user software products is by electronic download, which produces no packaging-related waste, and eliminates the need for production of physical media and transportation except for a small percentage of consumers who affirmatively request and pay for delivery of products by CD. We are not aware at this time of any material effects that compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, may have on our business. Our assessment could change if and when any new regulations of such sort are enacted or adopted. Employees As of December 31, 2014, we had 2,023 employees, of whom 1,844 were work-from-home agents and 179 were corporate employees. In addition to our work-from-home employees, we also use contract labor. None of our employees are covered by collective bargaining agreements. Securities and Exchange Commission (“SEC”) Filings and Other Available Information We were incorporated in Delaware in December 1997. We file reports with the SEC, including without limitation annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, we are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at the website address located at www.sec.gov. Our telephone number is 650-556-9440 and our website address is www.support.com. The information contained on our website does not form any part of this Annual Report on Form 10-K. However, we make available, free of charge through our website, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file this material with, or furnish it to, the SEC. In addition, we also make available on http://www.support.com/about/investor- relations/corporategovernance our Code of Ethics and Business Conduct for Employees, Officers and Directors. This Code is also available in print without charge to any person who requests it by writing to: Support.com, Inc. Investor Relations 900 Chesapeake Drive, 2nd Floor Redwood City, CA 94063 7 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 1A. RISK FACTORS. This report contains forward-looking statements regarding our business and expected future performance as well as assumptions underlying or relating to such statements of expectation, all of which are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We are subject to many risks and uncertainties that may materially affect our business and future performance and cause those forward-looking statements to be inaccurate. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “forecasts,” “estimates,” “seeks,” “may result in,” “focused on,” “continue to,” and similar expressions often identify forward-looking statements. In this report, forward-looking statements include, without limitation, statements regarding the following: • Our expectations and beliefs regarding future financial results; • Our expectations regarding partners, renewal of contracts with these partners and the anticipated timing and magnitude of revenue from programs with these partners; • Our ability to successfully license, implement and support our Nexus SaaS offering; • Our expectations regarding sales of our end-user software products, and our ability to source, develop and distribute enhanced versions of these products; • Our ability to successfully monetize customers who receive free versions of our end-user software products; • Our ability to expand and diversify our customer base; • Our ability to execute effectively in the small business market; • Our ability to offer subscriptions to our services in a profitable manner; • Our expectations regarding our ability to deliver technology services efficiently and through arrangements that are profitable, including both in SKU-based and time-based pricing models and other pricing models we may employ; • Our ability to attract and retain qualified management and employees; • Our ability to hire, train, manage and retain technology specialists in a home-based model in quantities sufficient to meet forecast requirements, and our ability to continue to enhance the flexibility of our staffing model; • Our ability to match staffing levels with service volume in a cost-effective manner; • Our ability to manage contract labor as a component of our workforce; • Our ability to operate successfully in a time-based billing model; • Our ability to adapt to changes in the market for technology support services; • Our ability to manage sales costs in programs where we are responsible for sales; • Our ability to successfully manage advertising costs associated with our end-user software products; • Our beliefs and expectations regarding the introduction of new services and products, including additional software products and service offerings for devices beyond computers and routers; • Our expectations regarding revenues, cash flows and expenses, including cost of revenue, sales and marketing, research and development efforts, and administrative expenses; 8 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents • Our assessment of seasonality, mix of revenue, and other trends for our business and the business of our partners; • Our ability to deliver projected levels of profitability; • Our expectations regarding the costs and other effects of acquisition and disposition transactions; • Our expectations regarding unit volumes, pricing and other factors in the market for computers and other technology devices, and the effects of such factors on our business; • Our ability to successfully operate in markets that are subject to extensive regulation, such as support for home security systems; • Our expectations regarding the results of pending, threatened or future litigation; • • The assumptions underlying our Critical Accounting Policies and Estimates, including our assumptions regarding revenue recognition; assumptions used to estimate the fair value of stock-based compensation; assumptions regarding the impairment of goodwill and intangible assets; and expected accounting for income taxes; and The expected effects of the adoption of new accounting standards. An investment in our stock involves risk, and we caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. We encourage you to read carefully all information provided in this report and in our other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. Forward- looking statements are based on information as of the filing date of this report, and we undertake no obligation to publicly revise or update any forward-looking statement for any reason. Because forward-looking statements involve risks and uncertainties, there are important factors that may cause actual results to differ materially from our stated expectations. A number of these factors are described below; provided, however that this list does not include all risks that could affect our business. If these or any other risks or uncertainties materialize, or if our underlying assumptions prove to be inaccurate, actual results could differ materially from past results and from our expected future results. Recently, our business has not been profitable and may not achieve profitability in future periods. Through the fourth quarter of 2013, we delivered six consecutive quarters of profitability. Since then we have sustained significant changes in our largest partner program that materially affect our revenue and margins. We also are making significant investments in support of our Nexus SaaS offering, and expect to continue to experience periods of losses in the future. If we fail to achieve revenue growth as a result of our additional investments and efforts, or if such revenue growth does not result in our achieving profitability, the market price of our common stock will likely decline. A period of losses normally results in usage of cash to fund our operating activities and a corresponding reduction in our cash balance. Our business is based on a relatively new and evolving business model. We are executing a plan to grow our business by providing technology support services, licensing our Nexus SaaS product, and providing end-user consumer software products. We may not be able to offer these services and software products successfully. Our technology specialists are generally home-based, which requires a high degree of coordination and quality control of employees working from diverse and remote locations. We experience financial losses in our business and we may use cash and incur losses in the future to support our growth initiatives. Our investments, which typically are made in advance of revenue, may not yield increased revenue to offset these expenses. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in our stage of development. Some of these risks and uncertainties relate to our ability to do the following: • Maintain our current relationships and service programs, and develop new relationships, with service partners and licensees of Nexus SaaS offering on acceptable terms or at all; • Reach prospective customers for our software products in a cost-effective fashion; 9 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Successfully license our Nexus SaaS offering; Attract and retain qualified management and employees in competitive markets for talent; • Reduce our dependence on a limited number of partners for a substantial majority of our revenue; • • • Hire, train, manage and retain our home-based technology specialists and enhance the flexibility of our staffing model in a cost-effective fashion and in quantities sufficient to meet forecast requirements; • Manage substantial headcount changes over short periods of time; • Manage contract labor efficiently and effectively; • Meet revenue targets; • Maintain gross and operating margins; • Match staffing levels with demand for services and forecast requirements; • Obtain bonuses and avoid penalties in contractual arrangements; • Operate successfully in a time-based pricing model; • Operate effectively in the small business market; • Offer subscriptions to our services in a profitable manner; • • Respond effectively to changes in the market for technology support services; • Respond effectively to changes in the online advertising markets in which we participate; • Respond effectively to competition; • Respond to changes in macroeconomic conditions as they affect our and our partners’ operations; • Realize benefits of any acquisitions we make; • Adapt to changes in the markets we serve, including the decline in sales of personal computers, the proliferation of tablets and other mobile devices and the introduction of new devices into the connected home and the “Internet of Things”; Adapt to changes in our industry, including consolidation; Successfully introduce new, and adapt our existing, services and products for consumers and businesses; • • Respond to government regulations relating to our current and future business; • Manage and respond to present, threatened, and future litigation; and • Manage our expanding operations and implement and improve our operational, financial and management controls. If we are unable to address these risks, our business, results of operations and prospects could suffer. Our quarterly results have in the past, and may in the future, fluctuate significantly. Our quarterly revenue and operating results have in the past and may in the future fluctuate significantly from quarter to quarter. As a result, we believe that quarter-to-quarter and year-to-year comparisons of our revenue and operating results may not be accurate indicators of future performance. Several factors that have contributed or may in the future contribute to fluctuations in our operating results include: Instability or decline in the global macroeconomic climate and its effect on our and our partners’ operations; • Demand for our services and products; • The performance of our partners; • Change in or discontinuance of our principal programs with partners; • Our reliance on a small number of partners for a substantial majority of our revenue; • • Our ability to successfully license our Nexus SaaS offering; • • Our ability to serve the small business market; • Our ability to attract and retain qualified management and employees in competitive markets; • • Our ability to effectively match staffing levels with service volumes on a cost-effective basis; • Our ability to manage contract labor; • Our ability to hire, train, manage and retain our home-based technology specialists and enhance the flexibility of our staffing model in a cost-effective fashion and in quantities sufficient to meet forecast The availability and cost-effectiveness of advertising placements for our software products and our ability to respond to changes in the online advertising markets in which we participate; The efficiency and effectiveness of our technology specialists; requirements; • Our ability to manage substantial headcount changes over short periods of time; • Our ability to manage sales costs in programs where we are responsible for sales; • Our ability to operate successfully in a time-based pricing model; • Our ability to attract and retain partners; • The price and mix of products and services we or our competitors offer; 10 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Pricing levels and structures in the market for technology support services; • • Our ability to successfully monetize customers who receive free versions of our consumer software; • Usage rates on the subscriptions we offer; • • Changes in the markets for computers and other technology devices relating to unit volume, pricing and other factors, including changes driven by declines in sales of personal computers and the growing The rate of expansion of our offerings and our investments therein; popularity of tablets, and other mobile devices and the introduction of new devices into the connected home; The amount and timing of operating costs and capital expenditures in our business; • Our ability to adapt to our customers’ needs in a market space defined by frequent technological change; • • Diversion of management’s attention from other business concerns and disruption of our ongoing business activities as a result of acquisitions or divestitures by us; • Costs related to the defense and settlement of litigation which can also have an additional adverse impact on us because of negative publicity, diversion of management resources and other factors; • • Potential losses on investments, or other losses from financial instruments we may hold that are exposed to market risk; and The exercise of judgment by our management in making accounting decisions in accordance with our accounting policies. Our inability to meet future financial performance targets that we announce or that are published by research analysts could cause the market price of our common stock to decline. From time to time, we provide guidance related to our future financial performance. In addition, financial analysts may publish their own expectations of our future financial performance. Because our quarterly revenue and our operating results fluctuate and are difficult to predict, future financial performance is difficult to predict. We have in the past failed to meet our guidance for a particular period or analyst expectations for our guidance for future periods and our stock price has declined. Generally, the market prices of technology companies have been extremely volatile. Stock prices of many technology companies have often fluctuated in a manner unrelated or disproportionate to the operating performance of such companies. In the past, following periods of market volatility, stockholders have often initiated securities class action litigation relating to the stock trading and price volatility of the technology company in question. Any securities litigation we may become involved in could result in our incurring substantial defense costs and diverting resources and the attention of management from our business. Because a small number of partners have historically accounted for, and for the foreseeable future will account for, the substantial majority of our revenue, under-performance of specific programs or loss of certain partners or programs could decrease our revenue substantially. For the three months ended December 31, 2014, Comcast (67%) and the combined Office Depot and OfficeMax organization (15%) accounted for 10% or more of our total revenue. For the twelve months ended December 31, 2014, Comcast (64%) and the combined Office Depot and OfficeMax organization (16%) accounted for 10% or more of our total revenue. The loss of these or other significant relationships, the change of the terms or terminations of our arrangements with any of these firms, the reduction or discontinuance of programs with any of these firms, or the failure of any of these firms to achieve their targets could adversely affect our business. Generally, the agreements with our partners do not require them to conduct any minimum amount of business with us, and therefore they have decided in the past and could decide at any time in the future to reduce or eliminate their programs or the use of our services in such programs. They may also enter into multi-sourcing arrangements with other vendors for services previously provided exclusively by us. Further, we may not successfully obtain new partners or customers. There is also the risk that, once established, our programs with these and other partners may take longer than we expect to produce revenue or may not produce revenue at all, and the revenue produced may not be profitable if the costs of performing under the program are greater than anticipated or the program terminates before up- front investments can be recouped. One or more of our key partners may also choose not to renew their relationship with us, discontinue certain programs, offer them only on a limited basis or devote insufficient time and attention to promoting them to their customers. Some of our key partners may prefer not to work with us if we also partner with their competitors. If any of these key partners merge with one of their competitors (as occurred with Office Depot and OfficeMax in 2013), all of these risks could be exacerbated. Each of these risks could reduce our sales and have a material adverse effect on our operating results. Further risks associated with the loss or decline in a significant partner are detailed in “Our failure to establish and expand successful partnerships to sell our services and products would harm our operating results” below. 11 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Our failure to establish and expand successful partnerships to sell our services and products would harm our operating results. Our current business model requires us to establish and maintain relationships with partners who market and sell our services and products. Failure to establish or maintain such relationships could materially and adversely affect the success of our business. We sell to numerous customers through each of these partners, and therefore a delay in the launch or rollout of our services or the reduction or discontinuance of a program with even one of these partners could cause us to miss revenue or other financial targets. The process of establishing a relationship with a partner can be complex and time consuming, and we must pass multiple levels of review in order to be selected. If we are unable to establish a sufficient number of new partners on a timely basis our sales will suffer. Our Nexus SaaS offering is in its early stages and failure to market, sell and develop the offering effectively and competitively could result in a lack of growth. A number of competitive offerings exist in the market, providing various feature sets that may overlap with our Nexus SaaS offering today or in the future. Some competitors in this market far exceed our spending on sales and marketing activities and benefit from greater existing brand awareness, channel relationships and existing customer relationships. We may not be able to reach the market effectively and adequately or convey our differentiation as needed to grow our customer base. To reach our target market effectively, we may be required to continue to invest substantial resources in sales and marketing and research and development activities, which could have a material adverse effect on our financial results. In addition, if we fail to develop and maintain competitive features, deliver high-quality products and satisfy existing customers, our Nexus offering could fail to grow. Growth in Nexus license revenue also depends on scaling our multi-tenant technology flexibly and cost-effectively to meet changing customer demand. Disruptions in infrastructure operations as described below could impair our ability to deliver Nexus to customers, thereby affecting our reputation with existing and prospective customers and possibly resulting in monetary penalties or financial losses. Our end-user software revenues are dependent on online traffic patterns and the availability and cost of online advertising in certain key placements. Some of our consumer end-user software revenue stream is obtained through advertising placements in certain key online media placements. From time to time a trend or a change in a key advertising placement will impact us, decreasing traffic or significantly increasing the cost or effectiveness of online advertising and therefore compromising our ability to purchase a desired volume and placement of advertisements at profitable rates. If such a change were to continue to occur, as it did in 2013 and on several occasions in the past, we may be unable to attract desired amounts of traffic, our costs for advertising may further increase beyond our forecasts and our software revenues may further decrease. As a result, our operating results would be negatively impacted. Our business depends on our ability to attract and retain talented employees. Our business is based on successfully attracting and retaining talented employees. The market for highly skilled workers and leaders in our industry is extremely competitive. If we are not successful in our recruiting efforts, or if we are unable to retain key employees and executive management, our ability to develop and deliver successful products and services may be adversely affected. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees and executive management could hinder our strategic planning and execution. If we fail to attract, train and manage our technology specialists in a manner that meets forecast requirements and provides an adequate level of support for our customers, our reputation and financial performance could be harmed. Our business depends in part on our ability to attract, manage and retain our technology specialists and other support personnel. If we are unable to attract, train and manage in a cost-effective manner adequate numbers of competent technology specialists and other support personnel to be available as service volumes vary, particularly as we seek to expand the breadth and flexibility of our staffing model, our service levels could decline, which could harm our reputation, result in financial losses under contract terms, cause us to lose customers and partners, and otherwise adversely affect our financial performance. Our ability to meet our need for support personnel while controlling our labor costs is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the workforce, unemployment levels, prevailing wage rates, changing demographics, health and other insurance costs and the cost of compliance with labor and wage laws and regulations. In the case of programs with time-based pricing models, the impact of failing to attract, train and manage such personnel could directly and adversely affect our revenue and profitability. Although our service delivery and communications infrastructure enables us to monitor and manage technology specialists remotely, because they are typically home-based and geographically dispersed we could experience difficulties meeting services levels and effectively managing the costs, performance and compliance of these technology specialists and other support personnel. Any problems we encounter in effectively attracting, managing and retaining our technology specialists and other support personnel could seriously jeopardize our service delivery operations and our financial results. 12 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Changes in the market for computers and other consumer electronics and in the technology support services market could adversely affect our business. Reductions in unit volumes of sales for computers and other devices we support, or in the prices of such equipment, could adversely affect our business. We offer both services that are attached to the sales of new computers and other devices, and services designed to fix existing computers and other devices. Declines in the unit volumes sold of these devices or declines in the pricing of such devices could adversely affect demand for our services or our revenue mix, either of which would harm our operating results. Further, we do not support all types of computers and devices, meaning that we must select and focus on certain operating systems and technology standards for computers, tablets, smart phones, and other devices. We may not be successful in supporting new devices in the connected home and “Internet of Things,” and consumers and small businesses may prefer equipment we do not support, which may decrease the market for our services and products if customers migrate away from platforms we support. In addition, the structures and pricing models for programs in the technology support services market may change in ways that reduce our revenues and our margins. Our failure to effectively manage third-party service providers would harm our operating results. We enter into relationships with third parties to provide certain elements of our service offerings. We may be less able to manage the quality of services provided by third-party service providers as directly as we would our own employees. In addition, providing these services may be more costly. We also face the risk that disruptions or delays in the communications and information technology infrastructure of these third parties could cause lengthy interruptions in the availability of our services. Any of these risks could harm our operating results. Disruptions in our information technology and service delivery infrastructure and operations, including interruptions or delays in service from third-party web hosting providers, could impair the delivery of our services and harm our business. We depend on the continuing operation of our information technology and communication systems and those of our third-party service providers. Any damage to or failure of those systems could result in interruptions in our service, which could reduce our revenues and damage our reputation. The technology we use to serve partners and the Nexus SaaS offering we license are hosted at a third-party facility located in the United States, and we use a separate, independent third-party facility in the United States for emergency back-up and failover services in support of the hosted site. These two facilities are operated by unrelated publicly held companies specializing in operating such facilities, and we do not control the operation of these facilities. These facilities may experience unplanned outages and other technical difficulties in the future, and are vulnerable to damage or interruption from fires, floods, earthquakes, telecommunications and connectivity failures, power failures, and similar events. These facilities are also subject to risks from vandalism, break-ins, intrusion, and other malicious attacks. Despite substantial precautions taken, such as disaster recovery planning and back-up procedures, a natural disaster, act of terrorism or other unanticipated problem could cause a loss of information and data and lengthy interruptions in the availability of our services and technology platform offerings, as our backup systems may not be able to meet our needs for an extended period of time. We rely on hosted systems maintained by third-party providers to deliver technology services and our Nexus service to customers, including taking customer orders, handling telecommunications for customer calls, tracking sales and service delivery and making platform functionality available to customers. Any interruption or failure of our internal or external systems could prevent us or our service providers from accepting orders and delivering services, or cause company and consumer data to be unintentionally disclosed. Our continuing efforts to upgrade and enhance the security and reliability of our information technology and communications infrastructure could be very costly, and we may have to expend significant resources to remedy problems such as a security breach or service interruption. Interruptions in our services resulting from labor disputes, telephone or Internet failures, power or service outages, natural disasters or other events, or a security breach could reduce our revenue, increase our costs, cause customers and partners and licensees to fail to renew or to terminate their use of our offerings, and harm our reputation and our ability to attract new customers. We maintain insurance programs with highly rated carriers using policies that are designed for businesses in the technology sector and that expressly address, among other things, cyber-attacks and potential harm resulting from incidents such as data privacy breaches; but depending on the type of damages, the amount, and the cause, all or part of any financial losses experienced may be excluded by the policies resulting in material financial losses for us. 13 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents We must compete successfully in the markets in which we operate or our business will suffer. We compete in markets that are highly competitive, subject to rapid change and significantly affected by new product introductions and other market activities of industry participants. We compete with a number of companies in the markets for technology services, end-user software products and technology support software. In addition, our partners may develop similar offerings internally. The markets for our services and software products are still rapidly evolving, and we may not be able to compete successfully against current and potential competitors. Our ability to expand our business will depend on our ability to maintain our technological advantage, introduce timely enhanced products and services to meet growing support needs, deliver on-going value to our customers, scale our business cost- effectively, and develop complimentary relationships with other companies providing services or products to our partners. Competition in our markets could reduce our market share or require us to reduce the price of products and services, which could harm our business, financial condition and operating results. The competitors in our markets for services and software can have some or all of the following comparative advantages: longer operating histories, greater economies of scale, greater financial resources, greater engineering and technical resources, greater sales and marketing resources, stronger strategic alliances and distribution channels, lower labor costs, larger user bases, products with different functions and feature sets and greater brand recognition than we have. We expect new competitors to continue to enter the markets in which we operate. Our future service and product offerings may not achieve market acceptance. If we fail to develop new and enhanced versions of our services and products in a timely manner or to provide services and products that achieve rapid and broad market acceptance, we may not maintain or expand our market share. We may fail to identify new service and product opportunities for our current market or new markets. In addition, our existing services and products may become obsolete if we fail to introduce new services and products that meet new customer demands or support new standards. While we are developing new services and products, there can be no assurance that they will be timely released or ever be completed, and if they are, that they will gain market acceptance or generate material revenue for us. We have limited control over factors that affect market acceptance of our services and products, including the willingness of partners to offer our services and products and customer preferences for competitor services, products and delivery models. We may make acquisitions that deplete our resources and do not prove successful. We have made acquisitions in the past and may make additional acquisitions in the future. We may not be able to identify suitable acquisition candidates at prices we consider appropriate. If we do identify an appropriate acquisition candidate, we may not be able to successfully negotiate the terms of the acquisition. Our management may not be able to effectively implement our acquisition program and internal growth strategy simultaneously. The integration of acquisitions involves a number of risks and presents financial, managerial and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating management and personnel from these acquired entities with our management and personnel. Our failure to identify, consummate or integrate suitable acquisitions could adversely affect our business and results of operations. We cannot readily predict the timing, size or success of our future acquisitions. Even successful acquisitions could have the effect of reducing our cash balances. Acquisitions could involve a number of other potential risks to our business, including the following, any of which could harm our business results: Failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations; Loss of key employees; Economic dilution to gross and operating profit; • Unanticipated costs and liabilities and unforeseen accounting charges or fluctuations; • Delays and difficulties in delivery of services and products; • • • • Diversion of management’s attention from other business concerns and disruption of our ongoing business; • Difficulty in maintaining controls and procedures; • Uncertainty on the part of our existing customers about our ability to operate after a transaction; • • • • Declines in revenue and increases in losses; • • Loss of customers; Loss of partnerships; Inability to execute our growth plans; Failure to realize the potential financial or strategic benefits of the acquisition or divestiture; and Failure to successfully further develop the combined or remaining technology, resulting in the impairment of amounts recorded as goodwill or other intangible assets. 14 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Our systems collect, access, use, and store personal customer information and enable customer transactions, which poses security risks, requires us to invest significant resources to prevent or correct problems caused by security breaches, and may harm our business. A fundamental requirement for online communications, transactions and support is the secure collection, storage and transmission of confidential information. Our systems collect and store confidential and personal information of our individual customers as well as our partners and their customers’ users, including personally identifiable information and payment card information, and our employees and contractors may access and use that information in the course of providing services. In addition, we collect and retain personal information of our employees in the ordinary course of our business. We and our third-party contractors use commercially available technologies to secure this information. Despite these measures, parties may attempt to breach the security of our data or that of our customers. In addition, errors in the storage or transmission of data could breach the security of that information. We may be liable to our customers for any breach in security and any breach could subject us to governmental or administrative proceedings or monetary penalties, damage our relationships with partners and harm our business and reputation. Also, computers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to comply with mandatory privacy and security standards required by law, industry standard, or contract, and to further protect against security breaches or to correct problems caused by any security breach. We are exposed to risks associated with payment card and payment fraud and with payment card processing. Certain of our customers use payment cards to pay for our services and products. We may suffer losses as a result of orders placed with fraudulent payment cards or other payment data. Our failure to detect or control payment fraud could have an adverse effect on our results of operations. We are also subject to payment card association operating standards and requirements, as in effect from time to time. Compliance with those standards requires us to invest in network and systems infrastructure and processes. Failure to comply with these rules or requirements may subject us to fines, potential contractual liabilities, and other costs, resulting in harm to our business and results of operations. Privacy concerns and laws or other domestic or foreign regulations may require us to incur significant costs and may reduce the effectiveness of our solutions, and our failure to comply with those laws or regulations may harm our business and cause us to lose customers. Our software and services contain features that allow our technology specialists and other personnel to access, control, monitor and collect information from computers and other devices. Federal, state and foreign government bodies and agencies, however, have adopted or are considering adopting laws and regulations restricting or otherwise regulating the collection, use and disclosure of personal information obtained from consumers and individuals. Those regulations could require costly compliance measures, could reduce the efficiency of our operations, or could require us to modify or cease to provide our systems or services. Liability for violation of, costs of compliance with, and other burdens imposed by such laws and regulations may limit the use and adoption of our services and reduce overall demand for them. Even the perception of privacy concerns, whether or not valid, may harm our reputation and inhibit adoption of our solutions by current and future customers. In addition, we may face claims about invasion of privacy or inappropriate disclosure, use, storage, or loss of information obtained from our customers. Any imposition of liability could harm our reputation, cause us to lose customers and cause our operating results to suffer. We rely on third-party technologies in providing certain of our software and services. Our inability to use, retain or integrate third-party technologies and relationships could delay service or software development and could harm our business. We license technologies from third parties, which are integrated into our services, technology and end user software. Our use of commercial technologies licensed on a non-exclusive basis from third parties poses certain risks. Some of the third-party technologies we license may be provided under “open source” licenses, which may have terms that require us to make generally available our modifications or derivative works based on such open source code. Our inability to obtain or integrate third-party technologies with our own technology could delay service development until equivalent compatible technology can be identified, licensed and integrated. These third-party technologies may not continue to be available to us on commercially reasonable terms or at all. If our relationship with third parties were to deteriorate, or if such third parties were unable to develop innovative and saleable products, or component features of our products, we could be forced to identify a new developer and our future revenue could suffer. We may fail to successfully integrate any licensed technology into our services or software, or maintain it through our own development work, which would harm our business and operating results. Third-party licenses also expose us to increased risks that include: 15 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents • Risks of product malfunction after new technology is integrated; • Risks that we may be unable to obtain or continue to obtain support, maintenance and updates from the technology supplier; • • Our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs. The diversion of resources from the development of our own proprietary technology; and Our business operates in regulated industries. Our current and anticipated service offerings operate in industries, such as home security, that are subject to various federal, state, provincial and local laws and regulations in the markets in which we operate. In certain jurisdictions, we may be required to obtain licenses or permits in order to comply with standards governing employee selection and training and to meet certain standards or licensing requirements in the conduct of our business. The loss of such licenses or permits or the imposition of conditions to the granting or retention of such licenses or permits could have a material adverse effect on us. Changes in laws or regulations could require us to change the way we operate or to utilize resources to maintain compliance, which could increase costs or otherwise disrupt operations. In addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses for us or our partners. If laws and regulations were to change, or if we or our products and services we deemed not to comply with them, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In some cases we are exposed to greater risks of liability for employee acts or omissions or system failure, than may be typical in other businesses. We expect to support, among other programs, partners offering home security services and other devices and programs for us in the connected home. Because these services related to programs intended to help protect the lives and property, real and personal, of consumers, we may have greater exposure to liability and litigation risks than businesses that provide support for other consumer and small business products and services. Our ability to limit our liability for the acts or omissions of our employees in our contract terms with partners and consumers in relation to such programs may be substantially less than in other markets we serve, which is to say, we may have much greater inherent legal liability exposure in such programs than is customarily seen in programs for markets we have offered historically. In the event of litigation with respect to such matters, it is possible that our risk-mitigation provisions in contracts may be deemed not applicable or unenforceable exposing us to substantial liability exposure, and, regardless of the ultimate outcome, we may incur significant costs of defense that could materially and adversely affect our business, financial condition, results of operations and cash flows. If our services are used to commit fraud or other similar intentional or illegal acts, we may incur significant liabilities, our services may be perceived as not secure and customers may curtail or stop using our services. Certain software and services we provide, including Nexus, enable remote access to and control of third-party computer systems and devices. We generally are not able to control how such access may be used or misused by licensees of our SaaS offerings. If our software is used by others to commit fraud or other illegal acts, including, but not limited to, violating data privacy laws, proliferating computer files that contain a virus or other harmful elements, interfering or disrupting third-party networks, infringing any third party’s copyright, patent, trademark, trade secret or other rights, transmitting any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise objectionable material, or committing unauthorized access to computers, devices, or protected information, third parties may seek to hold us legally liable. As a result, defending such claims could be expensive and time-consuming regardless of the merits, and we could incur significant liability or be required to undertake expensive preventive or remedial actions. As a result, our operating results may suffer and our reputation may be damaged. We rely on intellectual property laws to protect our proprietary rights, and if these rights are not sufficiently protected or we are not able to obtain sufficient protection for our technology, it could harm our ability to compete and to generate revenue. We rely on a combination of laws, such as those applicable to patents, copyrights, trademarks and trade secrets, and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our proprietary rights. Our ability to compete and grow our business could suffer if these rights are not adequately protected. Our proprietary rights may not be adequately protected because: 16 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents • • Laws and contractual restrictions may not adequately prevent infringement of our proprietary rights and misappropriation of our technologies or deter others from developing similar technologies; and Policing infringement of our patents, trademarks and copyrights, misappropriation of our trade secrets, and unauthorized use of our products is difficult, expensive and time-consuming, and we may be unable to determine the existence or extent of this infringement or unauthorized use. Intellectual property litigation is expensive and time-consuming and could divert management’s attention from our business. The outcome of any litigation is uncertain and could significantly impact our financial results. Also, the laws of other countries in which we market our products may offer little or no protection of our proprietary technologies. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for them, which would harm our competitive position and market share. Our success and ability to compete depend to a significant degree on the protection of our solutions and other proprietary technology. It is possible that: • We may not be issued patents we may seek to protect our technology; • Competitors may independently develop similar technologies or design around any of our patents; • • Our issued patents could be successfully challenged. Patents issued to us may not be broad enough to protect our proprietary rights; and We may face intellectual property infringement claims that could be costly to defend and result in our loss of significant rights. Our business relies on the use and licensing of technology. Other parties may assert intellectual property infringement claims against us or our customers, and our products may infringe the intellectual property rights of third parties. For example, our products may infringe patents issued to third parties. In addition, as is increasingly common in the technology sector, we may be confronted with the aggressive enforcement of patents by companies whose primary business activity is to acquire patents for the purpose of offensively asserting them against other companies. From time to time, we have received allegations or claims of intellectual property infringement, and we may receive more claims in the future. We may also be required to pursue litigation to protect our intellectual property rights or defend against allegations of infringement. Intellectual property litigation is expensive and time-consuming and could divert management’s attention from our business. The outcome of any litigation is uncertain and could significantly impact our financial results. If there is a successful claim of infringement, we may be required to develop non-infringing technology or enter into royalty or license agreements, which may not be available on acceptable terms, if at all. Our failure to develop non-infringing technologies or license proprietary rights on a timely basis would harm our business. We may face class actions and similar claims that could be costly to defend or settle and result in negative publicity and diversion of management resources. Our business involves direct sale and licensing of services and software to consumers and small businesses, and we typically include customary indemnification provisions in favor of our partners in our agreements for the distribution of our services and software. As a result we can be subject to consumer litigation and legal proceedings related to our services and software, including putative class action claims and similar legal actions. As our employee count grows and consists mostly of hourly (“non-exempt”) employees working from home, we can also be subject to employee litigation and legal proceedings related to our employment practices attempted on a class or representative basis. Such litigation can be expensive and time-consuming regardless of the merits of any action, and could divert management’s attention from our business. The cost of defense can be large as can any settlement or judgment in an action. The outcome of any litigation is uncertain and could significantly impact our financial results. Regardless of outcome, litigation can have an adverse impact on us because of defense costs, negative publicity, diversion of management resources and other factors. Our long-term success depends, in part, on our ability to expand sales to customers located outside of the United States, and thus our business is susceptible to risks associated with international sales and operations. We currently have sales personnel only within the United States but anticipate expanding our international operations. Our international expansion efforts may not be successful. In addition, conducting international operations subjects us to new risks that we have not generally faced in the United States. These risks include: 17 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Fluctuations in currency exchange rates; Potentially adverse tax consequences, including the complexities of foreign value added or other tax systems and restrictions on the repatriation of earnings; Localization of our services, including translation into foreign languages and adaptation for local practices and regulatory requirements; Lack of familiarity with and unexpected changes in foreign regulatory requirements; Longer accounts receivable payment cycles and difficulties in collecting accounts receivable; • • • • Difficulties in managing and staffing international operations; • • • Dependence on certain third parties, including channel partners with whom we do not have extensive experience; • • • • Reduced or varied protection for intellectual property rights in some countries. The burdens of complying with a wide variety of foreign laws and legal standards; Increased financial accounting and reporting burdens and complexities; Political, social and economic instability abroad, terrorist attacks and security concerns in general; and Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability. We have recorded long-lived assets, and our results of operations would be adversely affected if their value becomes impaired. Goodwill and identifiable intangible assets were recorded in part due to our acquisition of substantially all of the assets and liabilities of YourTechOnline.com in May 2008, our acquisition of substantially all of the assets of Xeriton Corporation in December 2009, our acquisition of certain assets and assumed liabilities of SUPERAntiSpyware in June 2011 and our acquisition of certain assets and assumed liabilities of RightHand IT Corporation in January 2012. We also have certain intangible assets with indefinite lives. We assess the impairment of goodwill and indefinite lived intangible assets annually or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. We assess the impairment of acquired product rights and other finite lived intangible assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Our results of operations would be adversely affected if impairment of our goodwill or intangible assets occurred. ITEM 1B. UNRESOLVED STAFF COMMENTS. Not applicable. ITEM 2. PROPERTIES. Our corporate headquarters is located in Redwood City, California, where we sublease an office facility of approximately 21,620 square feet. The sublease agreement will expire on February 18, 2017. We are in the process of evaluating an expansion of our corporate headquarters to support the growth of the business. We also lease office facilities in Eugene, Oregon (for which the lease agreement will expire on December 31, 2017) and Louisville, Colorado (for which the lease agreement will expire on January 31, 2016). In addition, we lease an office in Bangalore, India with 6,838 square feet for which the lease will expire on August 31, 2021. ITEM 3. LEGAL PROCEEDINGS. Legal Contingencies On April 3, 2014, LT Tech LLC filed a complaint against the Company in U.S. District Court for the Eastern District of Texas alleging infringement of United States Patent No. 6,177,932. LT Tech LLC is believed to be a non-practicing entity (“NPE”) and has filed several patent infringement lawsuits against other companies in U.S. District Court for the Eastern District of Texas and elsewhere. On June 30, 2014, the Company and LT Tech LLC executed a Settlement and License Agreement according to which the Company paid LT Tech LLC a total amount of $150,000 which was recorded as a charge against earnings in cost of services in the second quarter of 2014. On July 8, 2014, the Company obtained a dismissal for the complaint filed by LT Tech LLC. The Company denies any wrongdoing or liability and entered into the settlement to minimize the costs of defense. 18 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents On February 7, 2012, a lawsuit seeking class-action certification was filed against the Company in the United States District Court for the Northern District of California, No. 12-CV-00609, alleging that the design of one the Company’s software products and the method of promotion to consumers constitute fraudulent inducement, breach of contract, breach of express and implied warranties, and unjust enrichment. On the same day the same plaintiffs’ law firm filed another action in the United States District Court for the Southern District of New York, No. 12-CV-0963, involving similar allegations against a subsidiary of the Company and one of the Company’s partners who distributes our software products, and that partner requested indemnification under contract terms with the Company. The law firm representing the plaintiffs in both cases has filed unrelated class actions in the past against a number of major software providers with similar allegations about those providers’ products. On May 30, 2013, the Company received final court approval relating to the terms of a settlement of these actions. Under the terms of the settlement, the Company offered a one-time cash payment, covered by the Company’s insurance provider, to qualified class-action members; the deadline to submit a claim form concluded on February 28, 2013. In addition, the Company offered a limited free subscription to one of its software products; the deadline for redemptions concluded on August 31, 2013. Therefore, the Company reversed a previous accrual of $57,000 associated with these actions and recorded a benefit in the same amount within interest income and other, net in the condensed consolidated statements of operations for the year ended December 31, 2013. The Company denies any wrongdoing or liability and entered into the settlement to minimize the costs of defense. We are also subject to other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business, potentially including assertions that we may be infringing patents or other intellectual property rights of others. We currently do not believe that the ultimate amount of liability, if any, for such routine legal proceedings (alone or combined) will materially affect our financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on our financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on us because of defense costs, negative publicity, diversion of management resources and other factors. Guarantees We have identified guarantees in accordance with ASC 450, Contingencies. This guidance stipulates that an entity must recognize an initial liability for the fair value, or market value, of the obligation it assumes under the guarantee at the time it issues such a guarantee, and must disclose that information in its interim and annual financial statements. We have entered into various service level agreements with our partners, in which we may guarantee the maintenance of certain service level thresholds. Under some circumstances, if we do not meet these thresholds, we may be liable for certain financial costs. We evaluate costs for such guarantees under the provisions of ASC 450. We consider such factors as the degree of probability that we would be required to satisfy the liability associated with the guarantee and the ability to make a reasonable estimate of the resulting cost. We incurred zero and immaterial costs as a result of such obligations during the years ended December 31, 2014 and 2013, respectively. We have not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2014 and 2013. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market of Common Stock PART II Our common stock has been traded publicly on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SPRT” since July 19, 2000. Before July 19, 2000, there was no public market for our common stock. The following table sets forth the highest and lowest sale price of our common stock for the quarters indicated: Fiscal Year 2014: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year 2013: First Quarter Second Quarter Third Quarter Fourth Quarter Low High $ $ $ $ $ $ $ $ 2.40 2.21 2.16 1.90 3.86 3.75 4.65 3.37 $ $ $ $ $ $ $ $ 3.87 2.71 2.81 2.30 4.50 4.87 6.17 5.68 19 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Holders of Record As of February 28, 2015, there were approximately 115 holders of record of our common stock (not including beneficial holders of stock held in street name). Dividend Policy We have not declared or paid any cash dividends on our capital stock since our inception and do not expect to do so in the foreseeable future. We currently anticipate that all future earnings, if any, generated from operations will be retained by us to develop and expand our business. Any future determination with respect to the payment of dividends will be at the discretion of the Board of Directors and will depend on, among other things, our operating results, financial condition and capital requirements, the terms of then-existing indebtedness, general business conditions and such other factors as the Board of Directors deems relevant. Securities Authorized for Issuance Under Equity Compensation Plans Information regarding the securities authorized for issuance under our equity compensation plans can be found under Item 12 of Part III of this Report. Stock Price Performance Graph The following graph illustrates a comparison of the cumulative total stockholder return (change in stock price plus reinvested dividends) of the Company’s Common Stock and the CRSP Total Return Index for the Nasdaq U.S. Stocks (the “Nasdaq Composite Index”) and Nasdaq Computer and Data Processing Services Index from December 31, 2009 through December 31, 2014. The graph assumes that $100 was invested on December 31, 2009 in us, the Nasdaq Composite Index and the Nasdaq Computer and Data Processing Services Index and that all dividends were reinvested. No cash dividends have been declared or paid on our common stock. Our common stock has been traded on the Nasdaq since July 19, 2000. The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock. 20 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents COMPARISON OF CUMULATIVE TOTAL RETURN AMONG SUPPORT.COM, INC., THE NASDAQ COMPOSITE INDEX, AND THE NASDAQ COMPUTER INDEX CUMULATIVE TOTAL RETURN AT PERIOD END Support.com, Inc. Nasdaq Composite Index Nasdaq Computer Index 12/31/09 12/31/10 12/30/11 12/31/12 12/31/13 12/31/14 $ $ $ 100.00 100.00 100.00 $ $ $ 245.45 116.91 117.44 $ $ $ 85.23 114.81 118.01 $ $ $ 157.95 133.07 132.74 $ $ $ 143.56 184.06 175.15 $ $ $ 79.92 208.71 209.96 The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or Exchange Act. ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA. Support.com is a leading provider of cloud-based software and services for technology support. In June 2009, we sold our legacy Enterprise software business to Consona Corporation and focused our efforts purely on the consumer and small business markets for technology services, and, more recently, Nexus SaaS offering. Therefore, our audited consolidated financial statements, accompanying notes and other information provided in this Form 10-K reflect the Enterprise business as a discontinued operation for all periods presented in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company currently reports its operations as a single operating segment. The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included in Items 7 and 8 of Part II of this Report. 21 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Consolidated Statements of Operations Data: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses Income (loss) from operations Interest income and other, net Income (loss) from continuing operations, before income taxes Income tax provision Income (loss) from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Net income (loss) Basic earnings (loss) per share: Continuing operations, after income taxes Discontinued operations, after income taxes Basic net earnings (loss) per share Diluted earnings (loss) per share: Continuing operations, after income taxes Discontinued operations, after income taxes Diluted net earnings (loss) per share Shares used in computing per share amounts: Basic Diluted 2014(1) 2013(1) Year Ended December 31, 2012 (In thousands, except per share data) 2011 2010 $ $ $ $ $ $ $ 77,272 5,719 82,991 60,606 840 61,446 21,545 5,078 7,206 11,320 1,091 24,695 (3,150) 294 (2,856) 740 (3,596) $ 74,867 13,296 88,163 43,208 1,172 44,380 43,783 5,735 14,599 11,376 1,321 33,031 10,752 369 11,121 772 10,349 $ 57,622 14,332 71,954 37,343 1,421 38,764 33,190 6,773 18,285 12,234 1,522 38,814 (5,624) 297 (5,327) 208 (5,535) $ 37,248 16,591 53,839 29,919 1,744 31,663 22,176 6,057 21,791 12,005 866 40,719 (18,543) 455 (18,088) 401 (18,489) 113 (3,483) $ 34 10,383 $ 111 (5,424) $ (151) (18,640) $ (0.07) 0.01 (0.06) $ $ (0.07) 0.01 (0.06) $ $ 0.20 0.00 0.20 $ $ 0.19 0.00 0.19 $ $ (0.11) $ 0.00 (0.11) $ (0.11) $ 0.00 (0.11) $ (0.39) $ (0.00) (0.39) $ (0.39) $ (0.00) (0.39) $ 53,834 53,834 51,553 53,825 48,798 48,798 48,288 48,288 32,276 11,901 44,177 26,737 1,358 28,095 16,082 5,214 18,091 10,963 364 34,632 (18,550) 540 (18,010) 88 (18,098) 31 (18,067) (0.39) 0.00 (0.39) (0.39) 0.00 (0.39) 46,818 46,818 (1) Certain amounts in the consolidated financial statements for the year ended December 31, 2013, as well as in the condensed consolidated financial statements for the first and second quarters of 2014, have been reclassified to conform to the current period's presentation. Please see Note 1 in Notes to Consolidated Financial Statements for further discussion on Financial Statement Reclassification. Consolidated Balance Sheet Data: Cash, cash equivalents and investments Working capital Total assets Long-term obligations Accumulated deficit Total stockholders’ equity 2014 2013 December 31, 2012 (in thousands) 2011 2010 $ $ $ $ $ $ 73,793 79,758 107,987 2,201 (159,473) 95,721 $ $ $ $ $ $ 22 72,357 77,973 106,899 1,804 (155,990) 95,396 $ $ $ $ $ $ $ 56,350 $ 54,758 $ 88,259 1,456 $ (166,373) $ $ 74,163 $ 53,013 $ 51,168 $ 84,996 1,575 $ (160,949) $ $ 71,335 74,235 71,385 93,739 749 (142,309) 86,057 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K. The following discussion includes forward-looking statements. Please see the section entitled “Risk Factors” in Item 1A of this Report for important information to consider when evaluating these statements. Overview Support.com, Inc. is a leading provider of cloud-based software and services that enable technology support for a connected world. Our technology support services programs help leading brands create new revenue streams and deepen customer relationships. We offer turnkey, outsourced support services for service providers, retailers and technology companies. Our technology support services programs are designed for both the consumer and small business markets, and include computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, and home security and automation system support. Total revenue for the year ended December 31, 2014 decreased by $5.2 million, or 6%, from 2013. Revenue from services increased by $2.4 million, or 3%, from 2013. The increase in services revenue over the prior year was due to growth in our partner programs, primarily the programs for Comcast. Revenue from software and other decreased by $7.6 million, or 57%, from 2013 due to a decision to discontinue our largest advertising placements in the second half of 2013 because they were no longer profitable. Cost of services for the year ended December 31, 2014 increased by 40% from 2013 primarily as a result of the hiring of additional technology specialists for our home networking support bundle program and Xfinity home program with Comcast. Cost of software and other for the year ended December 31, 2014 decreased by 28% year-over-year due to lower sales of end-user software products driven by our decision to discontinue our largest advertising placements in the second half of 2013. Total gross margin declined from 50% to 26% year-over-year due to a higher percentage of revenue generated by the lower margin Comcast home networking support bundle program and Comcast Xfinity home program which replaced the higher margin Comcast Xfinity signature support program. Operating expenses for the year ended December 31, 2014 decreased by 25% from 2013, driven by a decision to discontinue our largest advertising placements in the second half of 2013 because they were no longer profitable. We expect to increase research and development and sales and marketing investment related to Nexus during 2015. Our key goals for 2015 are to increase SaaS revenue from Nexus, to expand existing service programs, to launch service programs with new partners, to improve service delivery efficiency and to execute on our product roadmap to provide full lifecycle support for the Internet of Things. We intend the following discussion of our financial condition and results of operations to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our consolidated financial statements. Critical Accounting Policies and Estimates In preparing our consolidated financial statements in conformity with generally accepted accounting principles in the United States, we make assumptions, judgments and estimates that can have a significant impact on our revenue and operating results, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, fair value measurements, purchase accounting in business combinations, accounting for goodwill and other intangible assets, stock-based compensation and accounting for income taxes have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies. For further information on the critical accounting policies, see Note 1 of our Notes to Consolidated Financial Statements. 23 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Revenue Recognition Our revenue recognition policy is one of our critical accounting policies because revenue is a key component of our results of operations, and revenue recognition is based on complex rules which require us to make judgments. In accordance with the provisions of ASC 605, Revenue Recognition, we recognize revenue only when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) collection is considered probable, and (iv) the fees are fixed or determinable. We do not record revenue on sales transactions when the collection of cash is in doubt at the time of sale, and we use management judgment in determining collectability. From time to time, we may enter into agreements which involve us making payments to our partners. We use judgment in evaluating the treatment of such payments and in determining which portions of the consideration paid to customers should be recorded as contra-revenue and which should be recorded as an expense. We generally provide a refund period on services and end-user software products, and we employ judgment in determining whether a customer is eligible for a refund based on that customer’s specific facts and circumstances. Our Nexus agreements usually include service level thresholds under which we may be liable for certain financial costs. If our estimates and judgments on any of the foregoing are incorrect, our revenue for one or more periods may be incorrectly recorded. Please see Note 1 in Notes to the Consolidated Financial Statements for further discussion of our revenue recognition policies. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: • • • Level 1 - Quoted prices in active markets for identical assets or liabilities. Therefore, determining fair value for Level 1 instruments generally does not require significant management judgment, and the estimation is not difficult. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 instruments require limited management judgment. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. Our Level 2 securities are priced using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques. Marketable securities, measured at fair value using Level 2 inputs, are primarily comprised of commercial paper, corporate bonds, corporate notes and U.S. government agencies securities. We review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third-party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. Purchase Accounting in Business Combinations Under the purchase method of accounting, we allocate the purchase price of acquired companies to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We record the excess of purchase price over the aggregate fair values of the tangible and identifiable intangible assets as goodwill. We determine the fair values of assets acquired and liabilities assumed. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. Such estimates include assumptions regarding future revenue streams, market performance, customer base, and various vendor relationships. We estimate the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expenses. We estimate the future cash flows to be derived from such assets, and these estimates are used to determine the fair value of the assets. If any of these estimates change, depreciation or amortization expenses could be changed and/or the value of our intangible assets could be impaired. 24 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Accounting for Goodwill and Other Intangible Assets We test goodwill for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 350, Intangibles - Goodwill and Other. Consistent with our assessment that we have only one reporting segment, we test goodwill for impairment at the entity level. We test goodwill using the two-step process required by ASC 350. In the first step, we compare the carrying value of the reporting unit to the fair value based on quoted market prices of our common stock. If the fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value exceeds the fair value, goodwill is potentially impaired and the second step of the impairment test must be performed. In the second step, we compare the implied fair value of the goodwill, as defined by ASC 350, to the carrying value to determine the impairment loss, if any. We performed our annual goodwill impairment tests on September 30, 2014, 2013, and 2012 and concluded that there was no impairment. We assess the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying value. If our estimates regarding future cash flows derived from such assets were to change, we may record an impairment charge to the value of these assets. Such impairment loss would be measured as the difference between the carrying value of the asset and its fair value. Stock-Based Compensation We account for stock-based compensation in accordance with the provisions of ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award. We estimate the fair value of stock-based awards on the grant date using (i) the Black-Scholes-Merton option-pricing model for service-based stock options, (ii) the Monte-Carlo simulation model for market-based stock options, and (iii) the quoted prices of the Company’s common stock for restricted stock units. Determining the appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life. If any of these assumptions used in the option-pricing models change, our stock-based compensation expense could change on our consolidated financial statements. Accounting for Income Taxes We are required to estimate our income taxes in each of the tax jurisdictions in which we operate. This process involves management’s estimation of our current tax exposures together with an assessment of temporary differences determined based on the difference between the financial statement and tax basis of certain items. These differences result in net deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. We currently have provided a full valuation allowance on our U.S. deferred tax assets that management determined are not likely to be realized due to cumulative net losses since inception and the difficulty in accurately forecasting the Company’s results. In addition, we currently have provided a partial valuation allowance on certain foreign deferred tax assets. If any of our estimates change, we may change the likelihood of recovery and our tax expense as well as the value of our deferred tax assets would change. Our deferred tax assets do not include excess tax benefits related to stock-based compensation post ASC 718 adoption. The total excess tax benefit component of our federal and state net operating loss carryforwards is $4.3 million as of December 31, 2014. Consistent with prior years, the excess tax benefit reflected in our net operating loss carryforwards will be accounted for as a credit to stockholders’ equity, if and when realized. In determining if and when excess tax benefits have been realized, we have elected to utilize the with-and-without approach with respect to such excess tax benefits. Our income tax calculations are based on the application of the respective U.S. Federal, state or foreign tax law. The Company’s tax filings, however, are subject to audit by the respective tax authorities. Accordingly, we recognize tax liabilities based on our estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense or benefit in the consolidated statements of operations. 25 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Results of Operations The following table presents certain Consolidated Statements of Operations data for the periods indicated as a percentage of total revenue: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses Income (loss) from operations Interest income and other, net Income (loss) from continuing operations, before income taxes Income tax provision Income (loss) from continuing operations, after income taxes Income from discontinued operations, after income taxes Net income (loss) Years Ended December 31, 2014, 2013, and 2012: Revenue 2014 Year Ended December 31, 2013 2012 93% 7 100 73 1 74 26 6 9 14 1 30 (4) 0 (3) 1 (4) 0 (4)% 85% 15 100 49 1 50 50 7 17 13 1 38 12 1 13 1 12 0 12% 80% 20 100 52 2 54 46 9 25 17 2 53 (8) 0 (8) 0 (8) 0 (8)% ($ in thousands) Services Software and other Total revenue $ $ 2014 77,272 5,719 82,991 % Change 2013 to 2014 3% $ (57)% (6)% $ 2013 74,867 13,296 88,163 % Change 2012 to 2013 30% $ (7)% 23% $ 2012 57,622 14,332 71,954 Services. Services revenue consists primarily of fees for technology services generated from our partners. We provide these services remotely, generally using service delivery personnel who utilize our proprietary technology to deliver the services. Services revenue is also comprised of the licensing of Nexus. Services revenue for the year ended December 31, 2014 increased by $2.4 million from 2013. The increase was mainly due to continued growth in our Comcast programs. For the year ended December 31, 2014, services revenue generated from our partnerships was $70.9 million compared to $70.6 million for 2013. For the year ended December 31, 2014, direct services revenue was $6.4 million compared to $4.2 million for 2013. Services revenue for the year ended December 31, 2013 increased by $17.2 million from 2012. The increase was due primarily to continued growth in our partner programs, primarily the programs for Comcast. For the year ended December 31, 2013, services revenue generated from our partnerships was $70.6 million compared to $54.4 million for 2012. Direct services revenue was $4.2 million compared to $3.2 million for 2012. 26 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Software and other. Software and other revenue is comprised primarily of fees for end-user software products provided through direct customer downloads, and, to a lesser extent, through the sale of these software products via partners. Software and other revenue for the year ended December 31, 2014 decreased by $7.6 million from 2013 due to a decision to discontinue our largest advertising placements in the second half of 2013. For the year ended December 31, 2014, direct software and other revenue was $3.2 million compared to $8.3 million for 2013. For the year ended December 31, 2014, software and other revenue generated from our partnerships was $2.5 million compared to $5.0 million for 2013. Software and other revenue for the year ended December 31, 2013 decreased by $1.0 million from 2012 due to a decision to discontinue our largest advertising placements in the second half of 2013. For the year ended December 31, 2013, direct software and other revenue was $8.3 million compared to $8.4 million for 2012. For the year ended December 31, 2013, software and other revenue generated from our partnerships was $5.0 million compared to $5.9 million for 2012. Revenue Mix The components of revenue, expressed as a percentage of total revenue were: Services Software and other Total revenue 2014 93% 7% 100% Year Ended December 31, 2013 85% 15% 100% 2012 80% 20% 100% We expect that services revenue will increase as a percentage of our total revenue and that software and other revenue will decrease as a percentage of our total revenue over the next year. For the year ended December 31, 2014, Comcast (64%) and the combined Office Depot and OfficeMax organization (16%) accounted for 10% or more of our total revenue. For the year ended December 31, 2013, Comcast (53%) accounted for 10% or more of our total revenue. Had the Office Depot and OfficeMax merger been effective throughout the year ended December 31, 2013, the combined entity would have accounted for 18% of our total revenue. For the year ended December 2012, Comcast (35%), OfficeMax (12%), Office Depot (12%) and Staples (10%) accounted for 10% or more of our total revenue. No other customers accounted for 10% or more of our total revenue in any year presented. Revenue from customers outside the United States accounted for less than 1% of our total revenue in 2014, 2013, and 2012. Cost of Revenue ($ in thousands) Cost of services Cost of software and other Total cost of revenues $ $ 2014 60,606 840 61,446 % Change 2013 to 2014 40% $ (28)% 38% $ 2013 43,208 1,172 44,380 % Change 2012 to 2013 16% $ (18)% 14% $ 2012 37,343 1,421 38,764 Cost of services. Cost of services consists primarily of compensation costs and contractor expenses for people providing services, technology and telecommunication expenses related to the delivery of services and other personnel-related expenses in service delivery. The increase of $17.4 million in cost of services for the year ended December 31, 2014 compared to 2013 was mainly due to increases in wages and employee benefits of $13.0 million and in direct technology costs of $1.3 million in connection with the hiring of additional technology specialists primarily for our home networking support bundle program and Xfinity home program with Comcast. The increase of $5.9 million in cost of services for the year ended December 31, 2013 compared to 2012 was mainly due to a $5.1 million increase in wages and employee benefits in connection with the increase in our technology specialists to support revenue growth, a $386,000 increase in direct technology costs and a $317,000 increase in restructuring costs associated with the reduction in our technology specialist workforce at the end of 2013 associated with the termination of Xfinity Signature Support program with Comcast. 27 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Cost of software and other. Cost of software and other fees consists primarily of third-party royalty fees for our end-user software products. Certain of these products were developed using third-party research and development resources, and the third party receives royalty payments on sales of products it developed. The decrease of $332,000 in cost of software and other for the year ended December 31, 2014 compared to 2013 was primarily due to lower sales of end-user software products driven by our decision to discontinue our largest advertising placements in the second half of 2013. The decrease of $249,000 in cost of software and other for the year ended December 31, 2013 compared to 2012 was primarily due to a reduction of third-party royalty fees as the Company reduced the reliance on third-party software products. Operating expenses ($ in thousands) Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses 2014 % Change 2013 to 2014 2013 % Change 2012 to 2013 2012 $ $ 5,078 7,206 11,320 1,091 24,695 (11)% $ (51)% (0)% (17)% (25)% $ 5,735 14,599 11,376 1,321 33,031 (15)% $ (20)% (7)% (13)% (15)% $ 6,773 18,285 12,234 1,522 38,814 Research and development. Research and development expense consists primarily of compensation costs, third-party consulting expenses and related overhead costs for research and development personnel. Research and development costs are expensed as they are incurred. The decrease of $657,000 in research and development expense for the year ended December 31, 2014 compared to 2013 resulted primarily from decreases in salary and employee related expenses including stock-based compensation expense due to a decrease in headcount. The decrease of $1.0 million in research and development expense for the year ended December 31, 2013 compared to 2012 resulted primarily from decreases in salary and employee related expenses including stock-based compensation expense due to a decrease in headcount. Sales and marketing. Sales and marketing expense consists primarily of compensation costs of business development, program management and marketing personnel, as well as expenses for lead generation and promotional activities, including public relations, advertising and marketing. The decrease of $7.4 million in sales and marketing expense for the year ended December 31, 2014 compared to 2013 resulted from our decision to discontinue our largest advertising placements in the second half of 2013. The decrease of $3.7 million in sales and marketing expense for the year ended December 31, 2013 compared to 2012 resulted from a $3.4 million decrease in wages and employee related expenses, a $1.0 million decrease in contracted labor and a $270,000 decrease in telecommunication expenses due to reduction in contact sales agent workforce completed at the end of second quarter of 2012. The decrease was offset by a $1.0 million increase in advertising costs for end-user software products (prior to our decision to discontinue our largest advertising placements in the second half of 2013). General and administrative. General and administrative expense consists primarily of compensation costs and related overhead costs for administrative personnel and professional fees for legal, accounting and other professional services. General and administrative expense was consistent year-over-year at $11.3 million. The decrease of $858,000 in general and administrative expense for the year ended December 31, 2013 compared to 2012 resulted from a $683,000 decrease in stock-based compensation expense, a $262,000 decrease in franchise taxes and a $241,000 decrease in professional services and legal related fees, offset by a $541,000 increase in recruiting fees for certain corporate positions and hiring expenses to support the growth in our services programs. Amortization of intangible assets and other. The decrease of $230,000 in amortization of intangible assets and other for the year ended December 31, 2014 compared to 2013 was due to certain intangible assets becoming fully amortized as of the end of 2013. The decrease of $201,000 in amortization of intangible assets and other for the year ended December 31, 2013 compared to 2012 was due to the re- measurement of milestone based earn-outs associated with the acquisitions of RightHand IT Corporation in January 2012 and SUPERAntiSpyware in June 2011. Interest income and other, net ($ in thousands) Interest income and other, net 2014 % Change 2013 to 2014 2013 % Change 2012 to 2013 2012 $ 294 (20)% $ 369 24% $ 297 28 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Interest income and other, net. Interest income and other, net consists primarily of interest income on our cash, cash equivalents and short-term investments. The decrease in interest income and other, net of $75,000 for the year ended December 31, 2014 compared to 2013 and the increase in interest income and other, net of $72,000 for the year ended December 31, 2013 compared to 2012 was primarily due to a reversal of a previous legal accrual of $57,000 associated with a class-action lawsuit that was concluded in August 2013. Income tax provision ($ in thousands) Income tax provision 2014 % Change 2013 to 2014 2013 % Change 2012 to 2013 2012 $ 740 (4)% $ 772 271% $ 208 Income tax provision. The income tax provision is comprised of estimates of current taxes due in domestic and foreign jurisdictions. For the year ended December 31, 2014, the income tax provision primarily consisted of state income tax, foreign taxes, and tax expense related to the recording of a deferred tax liability that results from the amortization for income tax purposes of acquisition-related goodwill. For the year ended December 31, 2014, the income tax provision consisted of $422,000 for foreign taxes, $265,000 for amortization for income tax purposes of acquisition-related goodwill and $53,000 for state income tax. For the year ended December 31, 2013, the income tax provision consisted of $351,000 for foreign taxes, $265,000 for amortization for income tax purposes of acquisition-related goodwill and $156,000 for state income tax. For the year ended December 31, 2012, the income tax provision consisted of $140,000 for foreign tax benefits, $265,000 for amortization for income tax purposes of acquisition-related goodwill and $83,000 for state income tax. Liquidity and Capital Resources Total cash, cash equivalents and short-term investments at December 31, 2014 and 2013 was $73.8 million and $72.4 million, respectively. Cash equivalents and short-term investments are comprised of money market funds, certificate of deposits, corporate notes and bonds, and U.S. government agency securities. The increase in cash, cash equivalents and short-term investments in fiscal year 2014 was primarily due to cash generated from operating activities and proceeds from exercises of employee stock options. Operating Activities Net cash provided by operating activities was $1.5 million for the year ended December 31, 2014, $10.2 million for the year ended December 31, 2013, and $2.0 million for the year ended December 31, 2012. Net cash provided by operating activities primarily reflect the net income (loss) for the period, adjusted for non-cash items such as stock-based compensation expense, amortization of intangible assets and other, amortization of premiums and discounts on investments, depreciation, warrant-related charges, and changes in operating assets and liabilities. Net cash provided by operating activities during 2014 was the result of net loss for the period of $3.5 million, adjusted for non-cash items totaling $5.0 million and changes in operating assets and liabilities of $25,000. Adjustment for non-cash items primarily consisted of stock-based compensation expense of $2.9 million, amortization of intangible assets and other of $1.1 million, and amortization of premiums and discounts on investments of $726,000. The changes in operating assets and liabilities primarily consisted of an increase in accounts receivable, net of $634,000 due to an increase in revenues, a decrease in deferred revenue of $632,000 due to a decrease in sales of services for which revenues are recognized ratably, offset by net increase in accounts payable, accrued compensation, other accrued liabilities and other long-term liabilities of $1.4 million due to the timing of payments. Net cash provided by operating activities during 2013 was the result of net income for the period of $10.4 million, adjusted for non-cash items totaling $6.7 million and changes in operating assets and liabilities of ($6.8) million. Adjustment for non-cash items primarily consisted of stock-based compensation expense of $3.5 million, amortization of intangible assets and other of $1.3 million, warrant-related charges of $777,000, and amortization of premiums and discounts on investments of $646,000. The changes in operating assets and liabilities primarily consisted of an increase in accounts receivable, net of $4.3 million due to an increase in revenues and a decrease in deferred revenue of $3.3 million due to a decrease in sales of services for which revenues are recognized ratably, offset by net increase in accounts payable, accrued compensation, other accrued liabilities and other long-term liabilities of $646,000 due to the timing of payments. 29 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Net cash provided by operating activities during 2012 was the result of net loss for the period of $5.4 million, adjusted for non-cash items totaling $7.2 million and changes in operating assets and liabilities of $157,000. Adjustment for non-cash items primarily consisted of stock-based compensation expense of $4.5 million, amortization of intangible assets and other of $1.5 million, amortization of premiums and discounts on investments of $588,000 and depreciation of $503,000. The changes in operating assets and liabilities primarily consisted of an increase in deferred revenue of $1.4 million due to an increase in sales of services for which revenues are recognized ratably partially offset by a decrease in accounts payable and accrued compensation and other accrued liabilities of $1.3 million due to the timing of payments. Investing Activities Net cash provided by (used in) investing activities was $(7.5) million for the year ended December 31, 2014, $(19.4) million for the year ended December 31, 2013, and $3.2 million for the year ended December 31, 2012. Net cash used in investing activities in 2014 was primarily due to purchases of investments of $63.5 million offset by sales and maturities of investments of $56.3 million, and purchases of property and equipment of $231,000. Net cash used in investing activities in 2013 was primarily due to purchases of investments of $61.8 million offset by sales and maturities of investments of $42.6 million, and purchases of property and equipment of $221,000. Net cash provided by investing activities in 2012 was primarily due to sales and maturities investments of $42.9 million offset by the purchases of investments of $37.8 million, acquisition of RightHand IT Corporation for $1.3 million and purchases of property and equipment of $523,000. Financing Activities Net cash provided by financing activities was $1.1 million for the year ended December 31, 2014, $7.0 million for the year ended December 31, 2013, and $3.5 million for the year ended December 31, 2012. In 2014, cash generated by financing activities was primarily attributable to the exercise of employee stock options and the purchase of common stock under employee stock purchase plans. Net cash provided by financing activities in 2013 was from the proceeds of exercises of employee stock options (and the purchase of common stock under employee stock purchase plans of $11.0 million offset by the repurchase of shares of $4.1 million (net repurchase of $1.8 million after considering proceeds from the exercise of stock options that resulted in shares that were repurchased). In 2012, cash generated by financing activities was primarily attributable to the exercise of employee stock options and the purchase of common stock under employee stock purchase plans. Working Capital and Capital Expenditure Requirements At December 31, 2014, we had stockholders’ equity of $95.7 million and working capital of $79.8 million. We believe that our existing cash balances will be sufficient to meet our working capital requirements for at least the next 12 months. If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses at any time in the future, we may seek to sell additional equity or debt securities. The sale of additional equity could result in more dilution to our stockholders. We plan to continue to make investments in our business during 2015. We believe these investments are essential to creating sustainable growth in our business in the future. Additionally, we may choose to acquire other businesses or complimentary technologies to enhance our product capabilities and such acquisitions would likely require the use of cash. Contractual Obligations The following table summarizes our contractual obligations at December 31, 2014 and the effect these contractual obligations are expected to have on our liquidity and cash flows in future periods (in thousands): 30 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Operating leases Uncertain tax positions, including interest and penalties $ $ Total 1,735 708 2,443 $ $ Payments Due By Period Less than 1 year 1 ‑ 3 Years 581 41 622 $ $ More than 3 Years 410 $ 401 811 $ 744 266 1,010 These obligations are for non-cancelable operating leases including our headquarters office and offices to carry out research and development and operations globally. Off-Balance Sheet Arrangements At December 31, 2014, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660), which provides guidance for revenue recognition. ASU 2014-09 is applicable to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current U.S. GAAP. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Interest Rate and Market Risk The value and liquidity of the securities in which we invest could deteriorate rapidly and the issuers of such securities could be subject to credit rating downgrades. We actively monitor market conditions and developments specific to the securities and security classes in which we invest. While we believe we take prudent measures to mitigate investment related risks, such risks cannot be fully eliminated, as there are circumstances outside of our control. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve this objective, we invest our excess cash in a variety of securities, including U.S. government agency securities, corporate notes and bonds, commercial paper and money market funds. These securities are classified as available-for-sale. Consequently, our available-for-sale securities are recorded on the consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive loss within stockholder’s equity. Our holdings of the securities of any one issuer, except government agencies, do not exceed 10% of our portfolio. We do not utilize derivative financial instruments to manage our interest rate risks. As of December 31, 2014, we held $50.4 million in short-term investments (excluding cash and cash equivalents), which consisted primarily of government debt securities, corporate notes and bonds, and commercial paper. The weighted average interest rate of our portfolio was approximately 0.30% at December 31, 2014. A decline in interest rates over time would reduce our interest income from our investments. A hypothetical 10% increase or decrease in interest rates, however, would not have a material impact adverse effect on our financial condition. 31 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Impact of Foreign Currency Rate Changes The functional currencies of our international operating subsidiaries are the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate their income and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our consolidated balance sheets. We include net gains and losses resulting from foreign exchange transactions in interest income and other in our consolidated statements of operations. Since we translate foreign currencies (primarily Canadian dollars and Indian rupees) into U.S. dollars for a small portion of our operations, currency fluctuations have had an immaterial impact on our consolidated statements of operations. We have both revenue and expenses that are denominated in foreign currencies. Neither a weaker or stronger U.S. dollar environment would have a material impact on our consolidated statement of operations. The historical impact of currency fluctuations on our consolidated statements of operations has generally been immaterial. As of December 31, 2014, we did not engage in foreign currency hedging activities. 32 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements SUPPORT.COM, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 33 Page 34 36 37 38 39 40 41 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Board of Directors and Stockholders Support.com, Inc. Redwood City, California REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of Support.com, Inc. as of December 31, 2014 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Support.com, Inc. at December 31, 2014, and the results of its operations and its cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Support.com, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 6, 2015 expressed an unqualified opinion thereon. /s/ BDO USA, LLP San Jose, California March 6, 2015 34 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents The Board of Directors and Stockholders of Support.com, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying consolidated balance sheets of Support.com, Inc. as of December 31, 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Support.com, Inc. at December 31, 2013, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP San Francisco, California March 7, 2014 35 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ASSETS Current assets: SUPPORT.COM, INC. CONSOLIDATED BALANCE SHEETS (in thousands except share and per share data) Cash and cash equivalents Short-term investments Accounts receivable, less allowance of $2 and $0 at December 31, 2014 and 2013, respectively Prepaid expenses and other current assets Total current assets Property and equipment, net Goodwill Intangible assets, net Other assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable Accrued compensation Other accrued liabilities Short-term deferred revenue Total current liabilities Long-term deferred revenue Other long-term liabilities Total liabilities Commitments and contingencies (Note 5) Stockholders’ equity: Common stock; par value $0.0001, 150,000,000 shares authorized; 55,457,001 issued and 54,264,483 outstanding at December 31, 2014; 54,474,594 issued and 53,281,996 outstanding at December 31, 2013 Additional paid-in capital Treasury Stock Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying notes. 36 December 31, 2014 2013 $ $ $ 23,354 50,439 14,627 1,403 89,823 417 14,240 2,363 1,144 107,987 1,625 2,792 3,029 2,619 10,065 72 2,129 12,266 5 262,253 (5,036) (2,028) (159,473) 95,721 107,987 $ 28,390 43,967 13,993 1,322 87,672 461 14,240 3,454 1,072 106,899 860 2,157 3,359 3,323 9,699 50 1,754 11,503 5 258,291 (5,036) (1,874) (155,990) 95,396 106,899 $ $ $ $ EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Revenue: Services Software and other Total revenue Costs of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses Income (loss) from operations Interest income and other, net Income (loss) from continuing operations, before income taxes Income tax provision Income (loss) from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Net income (loss) Basic earnings (loss) per share: Continuing operations, after income taxes Discontinued operations, after income taxes Basic net earnings (loss) per share Diluted earnings (loss) per share: Continuing operations, after income taxes Discontinued operations, after income taxes Diluted net earnings (loss) per share SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) 2014 Year Ended December 31, 2013 2012 $ $ $ $ $ $ 77,272 5,719 82,991 60,606 840 61,446 21,545 5,078 7,206 11,320 1,091 24,695 (3,150) 294 (2,856) 740 (3,596) 113 (3,483) $ $ (0.07) 0.01 (0.06) $ $ (0.07) 0.01 (0.06) $ $ 74,867 13,296 88,163 43,208 1,172 44,380 43,783 5,735 14,599 11,376 1,321 33,031 10,752 369 11,121 772 10,349 34 10,383 $ $ 0.20 0.00 0.20 $ $ 0.19 0.00 0.19 $ $ Shares used in computing basic net earnings (loss) per share Shares used in computing diluted net earnings (loss) per share 53,834 53,834 51,553 53,825 See accompanying notes. 37 57,622 14,332 71,954 37,343 1,421 38,764 33,190 6,773 18,285 12,234 1,522 38,814 (5,624) 297 (5,327) 208 (5,535) 111 (5,424) (0.11) 0.00 (0.11) (0.11) 0.00 (0.11) 48,798 48,798 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Net income (loss) $ (3,483) $ 10,383 $ (5,424) Other comprehensive income (loss): Change in foreign currency translation adjustment Change in net unrealized gain (loss) on investments Other comprehensive income (loss) (117) (37) (154) (357) (16) (373) (114) 311 197 Comprehensive income (loss) $ (3,637) $ 10,010 $ (5,227) 2014 Year Ended December 31, 2013 2012 See accompanying notes. 38 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands except share data) Balances at December 31, 2011 Net loss Other comprehensive income Stock-based compensation expense Issuance of common stock upon exercise of stock options for cash Issuance of common stock under employee stock purchase plan Balances at December 31, 2012 Net income Other comprehensive loss Stock-based compensation expense Issuance of common stock upon exercise of stock options for cash and releases of RSUs Issuance of common stock under employee stock purchase plan Repurchase of common stock Warrant-related charges Utilized excess tax benefit Balances at December 31, 2013 Net loss Other comprehensive loss Stock-based compensation expense Issuance of common stock upon exercise of stock options for cash and releases of RSUs Issuance of common stock under employee stock purchase plan Utilized excess tax charge Balances at December 31, 2014 Common Stock Amount $ Shares 48,368,476 — — — 1,357,431 84,082 49,809,989 — — — 4,392,786 79,221 (1,000,000) — — 53,281,996 — — — 864,954 117,533 — 54,264,483 $ 5 — — — — 5 — — — — — — — 5 — — — — — — 5 Additional Paid-In Capital $ 234,899 — — 4,525 $ 3,351 179 242,954 — — 3,481 8,435 290 2,320 777 34 258,291 — — 2,874 874 222 (8) $ 262,253 $ Treasury Stock Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity $ (922) — — — $ (1,698) — 197 — $ (160,949) (5,424) — — — — (922) — — — — — (4,114) — — (5,036) — — — — — (1,501) — (373) — — — — — — (1,874) — (154) — — — (166,373) 10,383 — — — — — — — (155,990) (3,483) — — — — — — — (5,036) $ — — (2,028) $ — — (159,473) $ 71,335 (5,424) 197 4,525 3,351 179 74,163 10,383 (373) 3,481 8,435 290 (1,794) 777 34 95,396 (3,483) (154) 2,874 874 222 (8) 95,721 See accompanying notes. 39 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Operating activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: 2014 Year Ended December 31, 2013 2012 $ (3,483) $ 10,383 $ (5,424) Stock-based compensation expense Amortization of intangible assets and other Warrant-related charges Amortization of premiums and discounts on investments Depreciation Amortization of purchased technology Changes in assets and liabilities: Accounts receivable, net Prepaid expenses and other current assets Other assets Accounts payable Accrued compensation Other accrued liabilities Other long-term liabilities Deferred revenue Net cash provided by operating activities Investing activities: Purchases of property and equipment Acquisition of business, net of cash acquired Purchases of investments Sales of investments Maturities of investments Net cash (used in) provided by investing activities Financing activities: Utilized excess tax benefits Proceeds from issuance of common stock Repurchase of common stock Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental schedule of cash flow information: Cash paid for income taxes 2,874 1,091 — 726 275 — (634) (82) (80) 764 634 (331) 336 (632) 1,458 (231) — (63,510) — 56,275 (7,466) (8) 1,096 — 1,088 (4,920) (116) 28,390 23,354 3,481 1,321 777 646 351 62 (4,304) 32 76 414 539 (623) 316 (3,295) 10,176 (221) — (61,779) 104 42,544 (19,352) 34 11,045 (4,114) 6,965 (2,211) (251) $ 30,852 28,390 $ 4,525 1,522 — 588 503 81 747 (342) (460) (752) (67) (527) 201 1,357 1,952 (523) (1,327) (37,764) 2,400 40,445 3,231 — 3,530 — 3,530 8,713 (20) 22,159 30,852 225 $ 120 $ 86 $ $ See accompanying notes. 40 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Note 1. Organization and Summary of Significant Accounting Policies Nature of Operations SUPPORT.COM, INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Support.com, Inc. (“Support.com”, “the Company”, “We” or “Our”), was incorporated in the state of Delaware on December 3, 1997. Our common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SPRT.” Support.com is a leading provider of cloud-based software and services that enable technology support for a connected world. Our technology support services programs help leading brands create new revenue streams and deepen customer relationships. We offer turnkey, outsourced support services for service providers, retailers and technology companies. Our technology support services programs are designed for both the consumer and small business markets, and include computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, and home security and automation system support. Our cloud-based offering, Nexus®, is a SaaS solution for companies to optimize support interactions with their customers using their own or third party support personnel. Nexus enables companies to quickly resolve complex technology issues for their customers, boosting agent productivity and dramatically improving the customer experience. Basis of Presentation The consolidated financial statements include the accounts of Support.com and its wholly owned foreign subsidiaries. All intercompany transactions and balances have been eliminated. In June 2009, we sold our legacy Enterprise software business to Consona Corporation. Therefore, our audited consolidated financial statements and accompanying notes reflect the Enterprise business as a discontinued operation for all periods presented in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Foreign Currency Translation The functional currency of our foreign subsidiaries is generally the local currency. Assets and liabilities of our wholly owned foreign subsidiaries are translated from their respective functional currencies at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates prevailing during the year. Any material resulting translation adjustments are reflected as a separate component of stockholders’ equity in accumulated other comprehensive income (loss). Realized foreign currency transaction gains (losses) were not material during the years ended December 31, 2014, 2013, and 2012. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates that require management’s most significant, difficult and subjective judgments include revenue recognition, the valuation of investments, the assessment of recoverability of intangible assets and their estimated useful lives, the assessment of recoverability of goodwill and indefinite-lived intangible assets, the valuation and recognition of stock-based compensation expense and the recognition and measurement of current and deferred income tax assets and liabilities. Actual results could differ materially from these estimates. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, investments and trade accounts receivable. Our investment portfolio consists of investment grade securities. Except for obligations of the United States government and securities issued by agencies of the United States government, we diversify our investments by limiting our holdings with any individual issuer. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the balance sheet. The credit risk in our trade accounts receivable is substantially mitigated by our evaluation of the customers’ financial conditions at the time we enter into business and reasonably short payment terms. 41 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount. We perform evaluations of our customers’ financial condition and generally do not require collateral. We make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables when collection becomes doubtful. Reserves are made based on a specific review of all significant outstanding invoices. For those invoices not specifically provided for, reserves are recorded at differing rates, based on the age of the receivable. In determining these rates, we analyze our historical collection experience and current payment trends. The determination of past-due accounts is based on contractual terms. The following table summarizes the allowance for doubtful accounts as of December 31, 2014, 2013, and 2012 (in thousands): Allowance for doubtful accounts: Year ended December 31, 2012 Year ended December 31, 2013 Year ended December 31, 2014 Balance at Beginning of Period Adjustments to Costs and Expenses Write- offs Balance at End of Period $ $ $ 20 2 — $ $ $ (18) $ (5) $ (10) $ 0 3 12 $ $ $ 2 — 2 As of December 31, 2014, Comcast (80%) accounted for 10% or more of our total accounts receivable. As of December 31, 2013, Comcast (78%) and the combined Office Depot and OfficeMax organization (12%) accounted for 10% or more of our total accounts receivable. No other customers accounted for 10% or more of our total accounts receivable as of December 31, 2014 and 2013. Cash, Cash Equivalents and Investments All liquid instruments with an original maturity at the date of purchase of 90 days or less are classified as cash equivalents. Cash equivalents and short-term investments consist primarily of money market funds, certificates of deposit, commercial paper, corporate and municipal bonds. Our interest income on cash, cash equivalents and investments is recorded monthly and reported as interest income and other in our consolidated statements of operations. Our cash equivalents and short-term investments are classified as available-for-sale, and are reported at fair value with unrealized gains/losses included in accumulated other comprehensive income within stockholders’ equity on the consolidated balance sheets and in the consolidated statements of comprehensive income (loss). We view our available-for-sale portfolio as available for use in our current operations, and therefore we present our marketable securities as short-term assets. We monitor our investments for impairment on a quarterly basis and determine whether a decline in fair value is other-than-temporary by considering factors such as current economic and market conditions, the credit rating of the security’s issuer, the length of time an investment’s fair value has been below our carrying value, the Company’s intent to sell the security and the Company’s belief that it will not be required to sell the security before the recovery of its amortized cost. If an investment’s decline in fair value is deemed to be other-than-temporary, we reduce its carrying value to its estimated fair value, as determined based on quoted market prices or liquidation values. Declines in value judged to be other-than-temporary, if any, are recorded in operations as incurred. At December 31, 2014, the Company evaluated its unrealized losses on available-for-sale securities and determined them to be temporary. We currently do not intend to sell securities with unrealized losses and we concluded that we will not be required to sell these securities before the recovery of their amortized cost basis. At December 31, 2014 and 2013, the fair value of cash, cash equivalents and investments was $73.8 million and $72.4 million, respectively. The following is a summary of cash, cash equivalents and investments at December 31, 2014 and 2013 (in thousands): 42 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Cash Money market fund Certificates of deposit Commercial paper Corporate notes and bonds U.S. government agency securities Classified as: Cash and cash equivalents Short-term investments Cash Money market fund Certificates of deposit Commercial paper Corporate notes and bonds Classified as: Cash and cash equivalents Short-term investments Amortized Cost For the Year Ended December 31, 2014 Gross Unrealized Gains Gross Unrealized Losses Fair Value 9,572 9,859 3,600 2,996 45,819 2,000 73,846 $ $ 23,354 50,492 73,846 $ $ — — — — — — — — — — $ $ $ $ Amortized Cost For the Year Ended December 31, 2013 Gross Unrealized Gains Gross Unrealized Losses 15,660 11,771 4,258 7,298 33,386 72,373 $ $ 28,390 43,983 72,373 $ $ — — — — 8 8 — 8 8 $ $ $ $ $ — — (5) — (48) — (53) $ $ — (53) (53) $ $ — — (2) — (22) (24) $ $ — (24) (24) $ 9,572 9,859 3,595 2,996 45,771 2,000 73,793 23,354 50,439 73,793 Fair Value 15,660 11,771 4,256 7,298 33,372 72,357 28,390 43,967 72,357 $ $ $ $ $ $ $ $ The following table summarizes the estimated fair value of our available-for-sale securities classified by the stated maturity date of the security (in thousands): Due within one year Due within two years December 31, 2014 2013 $ $ 41,448 8,990 50,438 $ $ 34,916 9,051 43,967 We determined that the gross unrealized losses on our available-for-sale investments as of December 31, 2014 are temporary in nature. The fair value of our available-for-sale securities at December 31, 2014 and 2013 reflects a net unrealized loss of $53,000 and $16,000, respectively. There were no net realized gains (losses) on available-for-sale securities in the years ended December 31, 2014 and 2013. The cost of securities sold is based on the specific identification method. The following table sets forth the unrealized losses for the Company’s available-for-sale investments as of December 31, 2014 and 2013 (in thousands): As of December 31, 2014 Description Certificate of deposits Corporate notes and bonds Total As of December 31, 2013 Description Certificate of deposits Corporate notes and bonds Total $ $ $ $ In Loss Position Less Than 12 Months Fair Value Unrealized Losses In Loss Position More Than 12 Months Fair Value Unrealized Losses Total In Loss Position Fair Value Unrealized Losses 1,679 35,364 37,043 $ $ (1) $ (29) (30) $ 1,196 7,794 8,990 $ $ (4) $ (19) (23) $ 2,875 43,158 46,033 $ $ In Loss Position Less Than 12 Months In Loss Position More Than 12 Months Fair Value Unrealized Losses Fair Value Unrealized Losses Total In Loss Position Fair Value Unrealized Losses 3,776 14,047 17,823 $ $ (2) $ (10) (12) $ 43 — 8,542 8,542 $ $ $ — (12) (12) $ 3,776 22,589 26,365 $ $ (5) (48) (53) (2) (22) (24) EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Property and Equipment Property and equipment are stated at cost, less accumulated depreciation which is determined using the straight-line method over the estimated useful lives of two years for computer equipment and software, three years for furniture and fixtures, and the shorter of the estimated useful lives or the lease term for leasehold improvements. Repairs and maintenance costs are expensed as they are incurred. Goodwill We test goodwill for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Consistent with our assessment that we have only one reporting segment, we test goodwill for impairment at the entity level. We test goodwill using the two-step process required by ASC 350. In the first step, we compare the carrying value of the reporting unit to the fair value based on quoted market prices of our common stock. If the fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired and no further testing is required. If the carrying value of the reporting unit exceeds the fair value, goodwill is potentially impaired and the second step of the impairment test must be performed. In the second step, we compare the implied fair value of the goodwill, as defined by ASC 350, to the carrying amount to determine the impairment loss, if any. We conduct our annual evaluation for impairment of goodwill on September 30. No goodwill impairment charges have been recorded through December 31, 2014. Long-Lived Assets We record purchased identifiable intangible assets at fair value. Useful life is estimated as the period over which the identifiable intangible assets are expected to contribute directly or indirectly to the future cash flows of the Company. As we do not believe that we can reliably determine a pattern by which the economic benefits of these identifiable intangible assets will be consumed, management adopted straight-line amortization in accordance with ASC 350. The original cost is amortized on a straight-line basis over the estimated useful life of each identifiable intangible asset. The Company assesses its long-lived assets, which includes property and equipment and identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. If our estimates regarding future cash flows derived from such assets were to change, we may record an impairment charge to the value of these assets. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. Revenue Recognition For all transactions, we recognize revenue only when all of the following criteria are met: Persuasive evidence of an arrangement exists; • • Delivery has occurred; • Collection is considered probable; and The fees are fixed or determinable. • We consider all arrangements with payment terms longer than 90 days not to be fixed or determinable. If the fee is considered not to be fixed or determinable, revenue is recognized as payment becomes due from the customer provided all other revenue recognition criteria have been met. Services Revenue Services revenue is comprised primarily of fees for technology support services. Our service programs are designed for both the consumer and small and medium business (“SMB”) markets, and include computer and mobile device set-up, security and support, virus and malware removal and wireless network set-up, and automation system onboarding and support. 44 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents We offer technology services to consumers and SMBs, primarily through our partners (which include communications providers, retailers, technology companies and others) and to a lesser degree directly through our website at www.support.com. We transact with customers via reseller programs, referral programs and direct transactions. In reseller programs, the partner generally executes the financial transactions with the customer and pays a fee to us which we recognize as revenue when the service is delivered. In referral programs, we transact with the customer directly and pay a referral fee to the referring party. Referral fees are generally expensed in the period in which revenues are recognized. In such referral programs, since we are the primary obligor and bear substantially all risks associated with the transaction, we record the gross amount of revenue. In direct transactions, we sell directly to the customer at the retail price. The technology services described above include four types of offerings: • Hourly-Based Services - In connection with the provisions of certain services programs, fees are calculated based on contracted hourly rates with partners. For these programs, we recognize revenue as services are performed, based on billable hours of work delivered by our technology specialists. These services programs also include performance standards, which may result in incentives or penalties, which are recognized as earned or incurred. • • • Subscriptions - Customers purchase subscriptions or “service plans” under which certain services are provided over a fixed subscription period. Revenues for subscriptions are recognized ratably over the respective subscription periods. Incident-Based Services - Customers purchase a discrete, one-time service. Revenue recognition occurs at the time of service delivery. Fees paid for services sold but not yet delivered are recorded as deferred revenue and recognized at the time of service delivery. Service Cards / Gift Cards - Customers purchase a service card or a gift card, which entitles the cardholder to redeem a certain service at a time of their choosing. For these sales, revenue is deferred until the card has been redeemed and the service has been provided. In certain cases, we are paid for services that are sold but not yet delivered. We initially record such balances as deferred revenue, and recognize revenue when the service has been provided or, on the non- subscription portion of these balances, when the likelihood of the service being redeemed by the customer is remote (“services breakage”). Based on our historical redemption patterns for these relationships, we believe that the likelihood of a service being delivered more than 90 days after sale is remote. We therefore recognize non-subscription deferred revenue balances older than 90 days as services revenue. For the years ended December 31, 2014, 2013 and 2012, services breakage revenue accounted for approximately 1% of our total revenue. Partners are generally invoiced monthly. Fees from customers via referral programs and direct transactions are generally paid with a credit card at the time of sale. Revenue is recognized net of any applicable sales tax. We generally provide a refund period on services, during which refunds may be granted to customers under certain circumstances, including inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5 and 14 days. For referral programs and direct transactions, the refund period is generally 5 days. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material. Services revenue also includes fees from licensing of Nexus® cloud-based software. In such arrangements, customers receive a right to use Nexus in their own technology support organizations. We license Nexus using a SaaS model under which customers cannot take possession of the technology and pay us on a per-user basis during the term of the arrangement. In addition, services revenue includes fees from implementation services of Nexus. Currently, revenues from implementation services are recognized ratably over the customer life which is estimated as the term of the arrangement once the Nexus services are made available to customers. We generally charge for these services on a time and material basis. 45 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Software and Other Revenue Software and other revenue is comprised primarily of fees for end-user software products provided through direct customer downloads and through the sale of these end-user software products via partners. Our software is sold to customers as a perpetual license or as a fixed period subscription. We act as the primary obligor and generally control fulfillment, pricing, product requirements, and collection risk and therefore we record the gross amount of revenue. We provide a 30-day money back guarantee for the majority of our end-user software products. For certain end-user software products, we sell perpetual licenses. We provide a limited amount of free technical support to customers. Since the cost of providing this free technical support is insignificant and free product enhancements are minimal and infrequent, we do not defer the recognition of revenue associated with sales of these products. For certain of our end-user software products (principally SUPERAntiSpyware), we sell licenses for a fixed subscription period. We provide regular, significant updates over the subscription period and therefore recognize revenue for these products ratably over the subscription period. Other revenue consists primarily of revenue generated through partners advertising to our customer base in various forms, including toolbar advertising, email marketing, and free trial offers. We recognize other revenue in the period in which our partners notify us that the revenue has been earned. Research and Development Research and development expenditures are charged to operations as they are incurred. Software Development Costs Based on our product development process, technological feasibility is established on the completion of a working model. The Company determined that technological feasibility is reached shortly before the product is ready for general release and therefore development costs incurred have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period in which they were incurred in the consolidated statements of operations. Purchased Technology for Internal Use We capitalize costs related to software that we license and incorporate into our product and service offerings or develop for internal use. In July 2009, we acquired purchased technology for $350,000 and recorded amortization expense related to this technology of $62,000, and $81,000 in 2013 and 2012, respectively. This technology was fully amortized at December 31, 2013. We recorded an impairment charge in connection with the development of software for internal use in general and administrative expenses in our consolidated statement of operations of $70,000 during the year ended December 31, 2012. No other impairment charges were recorded during the years ended December 31, 2014 and 2013. Advertising Costs Advertising costs are recorded as sales and marketing expense in the period in which they are incurred. Advertising expense was $2.2 million, $9.2 million, and $8.2 million for the years ended December 31, 2014, 2013, and 2012, respectively. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding, including the effect of the potential issuance of common stock such as stock issuable pursuant to the exercise of stock options and vesting of restricted stock units (“RSUs”) using the treasury stock method when dilutive. We excluded outstanding weighted average stock options of 4.0 million, 1.5 million and 2.9 million for the years ended December 31, 2014, 2013 and 2012, respectively, from the calculation of diluted earnings per common share because the exercise prices of these stock options were greater than or equal to the average market value of the common stock. These stock options could be included in the calculation in the future if the average market value of the common stock increases and is greater than the exercise price of these stock options. Since we reported a net loss for the years ended December 31, 2014 and 2012, 150,000 and 1.5 million outstanding options and RSUs were also excluded from the computation of diluted loss per share since their effect would have been anti-dilutive. 46 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Pursuant to approval by the Company's Compensation Committee, the Company issued 425,000 stock options to certain key executives on February 10, 2015. These stock options were not included in the computation of the basic and diluted earnings (loss) per share for the year ended December 31, 2014 because they were not outstanding during this period. The following table sets forth the computation of basic and diluted net earnings (loss) per share (in thousands, except per share amounts): Net income (loss) Basic: Weighted-average shares of common stock outstanding Shares used in computing basic net earnings (loss) per share Basic net earnings (loss) per share Diluted: Weighted-average shares of common stock outstanding Add: Common equivalent shares outstanding Shares used in computing diluted net earnings (loss) per share Diluted net earnings (loss) per share Accumulated Other Comprehensive Loss 2014 Year Ended December 31, 2013 2012 $ (3,483) $ 10,383 $ (5,424) 53,834 53,834 51,553 51,553 $ (0.06) $ 0.20 $ 53,834 — 53,834 51,553 2,272 53,825 $ (0.06) $ 0.19 $ 48,798 48,798 (0.11) 48,798 — 48,798 (0.11) The components of accumulated other comprehensive loss, which relate entirely to accumulated foreign currency translation losses associated with our foreign subsidiaries and unrealized (losses) on investments, consisted of the following (in thousands): Balance as of December 31, 2012 Current-period other comprehensive loss Balance as of December 31, 2013 Current-period other comprehensive loss Balance as of December 31, 2014 Foreign Currency Translation Losses $ $ (1,501 (357 (1,858 (117 (1,975 ) ) ) ) ) Unrealized Losses on Investments $ $ — (16 (16 (37 (53 ) ) ) ) Total (1,501 (373 (1,874 (154 (2,028 ) ) ) ) ) $ $ Realized gains/losses on investments reclassified from accumulated other comprehensive loss are reported as interest income and other, net in our consolidated statements of operations. The amounts noted in the consolidated statements of comprehensive loss are shown before taking into account the related income tax impact. The income tax effect allocated to each component of other comprehensive income for each of the periods presented is not significant. Stock-Based Compensation We apply the provisions of ASC 718, Compensation - Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards, including grants of stock and options to purchase stock, made to employees and directors based on estimated fair values. Determining Fair Value of Share-Based Payments Valuation and Attribution Method: Stock-based compensation expense for service-based stock options and employee stock purchase plan (“ESPP”) is estimated at the date of grant based on the fair value of awards using the Black-Scholes-Merton option pricing model. Stock-based compensation expense for market-based stock options is estimated at the date of grant based on the fair value of awards using the Monte- Carlo simulation model. Stock-based compensation expense for RSUs is estimated at the date of grant based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Stock options vest on a graded schedule; however we recognize the expense over the requisite service period based on the straight-line method for service-based stock options and the accelerated method for market-based stock options, which is generally four years for stock options, three years or four years for RSUs and six months for ESPP, net of estimated forfeitures. These limitations require that on any date the compensation cost recognized is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. Risk-free Interest Rate: We base our risk-free interest rate on the yield currently available on U.S. Treasury zero coupon issues for the expected term of the stock options. 47 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Expected Term: Our expected term represents the period that our stock options are expected to be outstanding and is determined based on historical experience of similar stock options considering the contractual terms of the stock options, vesting schedules and expectations of future employee behavior. Expected Volatility: Our expected volatility represents the amount by which the stock price is expected to fluctuate throughout the period that the stock option is outstanding. The expected volatility is based on the historical volatility of the Company’s stock. Expected Dividend: We use a dividend yield of zero, as we have never paid cash dividends and do not expect to pay dividends in the future. The fair value of our stock-based awards was estimated using the following weighted average assumptions for the years ended December 31, 2014, 2013, and 2012: Risk-free interest rate Expected term (in years) Volatility Expected dividend 2014 Stock Option Plan 2013 2012 2014 Employee Stock Purchase Plan 2013 2012 1.6% 5.1 57.3% 0% 0.9% 3.7 57.5% 0% 0.6% 3.7 57.2% 0% 0.1% 0.5 49.1% 0% 0.1% 0.5 48.4% 0% Weighted average grant-date fair value $ 1.17 $ 2.02 $ 1.30 $ 0.64 $ 1.24 $ We recorded the following stock-based compensation expense for the fiscal years ended December 31, 2014, 2013, and 2012 (in thousands): 0.1% 0.5 62.3% 0% 1.15 Stock-based compensation expense related to grants of: Stock options ESPP RSU Stock-based compensation expense recognized in: Cost of service Cost of software and others Research and development Sales and marketing General and administrative 2014 For the Year Ended December 31, 2013 2012 $ $ $ 1,110 110 1,654 2,874 267 14 479 413 1,701 2,874 $ $ $ $ 1,642 106 1,733 3,481 332 12 766 412 1,959 3,481 $ $ $ $ 4,276 80 169 4,525 354 26 1,019 483 2,643 4,525 Cash proceeds from the issuance of common stock net of repurchase of common stock were $1.1 million, $6.9 million, and $3.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. No income tax benefit was realized from stock option exercises during the years ended December 31, 2014 and 2012. An income tax benefit (charge) of ($8,000) and $34,000 was realized from stock option exercises during the years ended December 31, 2014 and 2013, respectively. In accordance with ASC 718, we present excess tax benefits from the exercise of stock options, if any, as net cash generated in financing activities. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, if it is more likely than not, that such assets will not be realized. 48 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Warranties and Indemnifications We generally provide a refund period on sales, during which refunds may be granted to consumers under certain circumstances, including our inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5-14 days. For referral programs and direct transactions, the refund period is generally 5 days. For the majority of our end-user software products, we provide a 30-day money back guarantee. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material to date. We generally agree to indemnify our customers against legal claims that our end-user software products infringe certain third-party intellectual property rights. As of December 31, 2014, we were not required to make any payment resulting from infringement claims asserted against our customers and have not recorded any related accruals. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: • • • Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents our fair value hierarchy for our financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of December 31, 2014 and 2013 (in thousands): As of December 31, 2014 Money market funds Certificates of deposits Commercial paper Corporate notes and bonds U.S. government agency securities Total As of December 31, 2013 Money market funds Certificates of deposits Commercial paper Corporate notes and bonds Total Level 1 $ 11,771 4,256 — — 16,027 $ Level 1 Level 2 Level 3 Total $ $ 9,859 — — — — 9,859 $ $ — 3,595 2,996 45,771 2,000 54,362 $ $ — — — — — — $ $ 9,859 3,595 2,996 45,771 2,000 64,221 Level 2 Level 3 Total $ $ — — 7,298 33,372 40,670 $ $ — — — — — $ $ For short-term investments, measured at fair value using Level 2 inputs, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. We transferred our investments in certificates of deposits from Level 1 to Level 2 during the three months ended March 31, 2014 as a result of a decrease in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. Our policy is that the end of our quarterly reporting period determines when transfers of financial instruments between levels are recognized. 49 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Segment Information In accordance with ASC 280, Segment Reporting, the Company reports its operations as a single operating segment. Our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, manages our operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenue from customers located outside the United States was less than 1% of total for the years ended December 31, 2014, 2013, and 2012. For the year ended December 31, 2014, Comcast (64%) and the combined Office Depot and OfficeMax organization (16%) accounted for 10% or more of our total revenue. For the year ended December 31, 2013, Comcast (53%) accounted for 10% or more of our total revenue. Had the Office Depot and OfficeMax merger been effective throughout the year ended December 31, 2013, the combined entity would have accounted for 18% of our total revenue. For the year ended December 31, 2012, Comcast (35%), Office Depot (12%), OfficeMax (12%) and Staples (10%) accounted for 10% or more of our total revenue. There were no other customers that accounted for 10% or more of our total revenue in any of the periods presented. Long-lived assets are attributed to the geographic location in which they are located. We include in long-lived assets all tangible assets. Long-lived assets by geographic areas are as follows (in thousands): United States India Total Financial Statement Reclassification December 31, 2014 2013 $ $ 376 41 417 $ $ 419 42 461 Certain amounts in the consolidated financial statements for the year ended December 31, 2013, as well as in the condensed consolidated financial statements for the first and second quarters of 2014, have been reclassified to conform to the current period’s presentation. Prior to July 1, 2014, fees from Nexus SaaS offering were included in software and other revenue. During the quarter ended September 30, 2014, the Company classified these fees as services revenue. In addition, the Company concluded that cost associated with the Nexus SaaS solution was immaterial and therefore did not reclassify this cost from cost of software and other to cost of services. These reclassifications had no impact on previously reported total revenue, net income (loss), and cash flows. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 660), which provides guidance for revenue recognition. ASU 2014-09 is applicable to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current U.S. GAAP. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. 50 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Note 2. Warrants On October 25, 2010, we entered into a Support Services Agreement (the “Customer Agreement”) with Comcast Cable Communications Management, LLC (“Comcast”) under which Support.com provides technology support services to customers of Comcast in exchange for fees. In connection with the Customer Agreement, Support.com and Comcast entered into a Warrant Agreement, under which Support.com agreed to issue to Comcast warrants to purchase up to 975,000 shares of Support.com common stock in the future in the event that Comcast meets specified sales milestones under the Customer Agreement. Each warrant, if issued, will have an exercise price per share of $4.9498 and a term of three years from issuance. On September 27, 2011, the Company and Comcast amended the Warrant Agreement to extend the expiration date for the performance milestones while maintaining the previously agreed revenue thresholds. The warrants were valued as they were earned, and the resulting value was recorded as a charge against revenue in the period in which the performance milestone was met and the warrant was earned. During the third and fourth quarters of 2013, the performance milestones for the first and second tranche of warrants were met, respectively. Therefore, we issued to Comcast warrants to purchase a total of 490,000 shares of our common stock (warrants to purchase 166,000 shares were issued on September 30, 2013 and warrants to purchase 324,000 shares were issued on December 31, 2013) and recorded warrant-related charges of $777,000 against revenue for the year ended December 31, 2013. The value of the first and second tranche of warrants was estimated using the following weighted-average assumptions: risk-free interest rate of 0.74%, expected term of 3 years, volatility of 59.12% and expected dividend of 0%. The right to receive this final tranche expired on March 31, 2014 due to the termination of the Customer Agreement on such date. Note 3. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, and consist of the following as of December 31, 2014 and 2013 (in thousands): December 31, 2014 2013 Computer equipment and software Furniture and office equipment Leasehold improvements Accumulated depreciation $ $ $ 4,796 180 360 5,336 (4,919) 417 $ 4,565 185 355 5,105 (4,644) 461 Depreciation expense was $275,000, $351,000, and $503,000 for the years ended December 31, 2014, 2013, and 2012, respectively. Note 4. Intangible Assets Amortization expense related to intangible assets was $1.1 million, $1.3 million, and $1.5 million for the years ended December 31, 2014, 2013 and 2012. In December 2006, we acquired the use of a toll-free telephone number for cash consideration of $250,000. This asset has an indefinite useful life. The intangible asset is tested for impairment annually or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. The following table summarizes the components of intangible assets (in thousands): Non- compete Partner Relationships Customer Base Technology Rights Tradenames Indefinite Life Intangibles Total 760 (649) 111 $ $ 760 (593) 167 $ $ 250 — 250 $ $ 250 — 250 $ $ 7,719 (5,356) 2,363 7,719 (4,265) 3,454 As of December 31, 2014 Gross carrying value Accumulated amortization Net carrying value As of December 31, 2013 Gross carrying value Accumulated amortization Net carrying value $ $ $ $ 593 (527) 66 $ $ 593 (477) 116 $ $ 145 (145) — $ $ 145 (145) — $ $ 641 (453) 188 $ $ 641 (361) 280 $ $ 5,330 (3,582) 1,748 $ $ 5,330 (2,689) 2,641 $ $ 51 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents The estimated future amortization expense of intangible assets, with the exception of the indefinite-life intangible assets as of December 31, 2014 is as follows (in thousands): Fiscal Year 2015 2016 2017 Total Weighted average remaining useful life $ $ Amount 1,069 1,028 16 2,113 1.98 years Note 5. Commitments and Contingencies Lease commitments Headquarters office lease. On June 7, 2012, we entered into a sublease and master landlord consent agreement for our headquarters office facility located in Redwood City, California. This lease covers approximately 21,620 square feet and will expire on February 18, 2017. The lease provides for escalating payments over the term and rent expense is recognized on a straight-line basis. Other facility leases. We lease our facilities under non-cancelable operating lease agreements, which expire at various dates through August 2021. Total facility rent expense pursuant to all operating lease agreements was $550,000, $602,000, and $681,000 for the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, minimum payments due under all non-cancelable lease agreements were as follows (in thousands): Years ending December 31, 2015 2016 2017 2018 Thereafter Total minimum lease and principal payments Legal contingencies Operating Leases 581 566 178 106 304 1,735 $ $ On April 3, 2014, LT Tech LLC filed a complaint against the Company in U.S. District Court for the Eastern District of Texas alleging infringement of United States Patent No. 6,177,932. LT Tech LLC is believed to be a non-practicing entity (“NPE”) and has filed several patent infringement lawsuits against other companies in U.S. District Court for the Eastern District of Texas and elsewhere. On June 30, 2014, the Company and LT Tech LLC executed a Settlement and License Agreement according to which the Company paid LT Tech LLC a total amount of $150,000 which was recorded as a charge against earnings in cost of services in the second quarter of 2014. On July 8, 2014, the Company obtained a dismissal for the complaint filed by LT Tech LLC. The Company denies any wrongdoing or liability and entered into the settlement to minimize the costs of defense. 52 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents On February 7, 2012, a lawsuit seeking class-action certification was filed against the Company in the United States District Court for the Northern District of California, No. 12-CV-00609, alleging that the design of one the Company’s software products and the method of promotion to consumers constitute fraudulent inducement, breach of contract, breach of express and implied warranties, and unjust enrichment. On the same day the same plaintiffs’ law firm filed another action in the United States District Court for the Southern District of New York, No. 12-CV-0963, involving similar allegations against a subsidiary of the Company and one of the Company’s partners who distributes our software products, and that partner has requested indemnification under contract terms with the Company. The law firm representing the plaintiffs in both cases has filed unrelated class actions in the past against a number of major software providers with similar allegations about those providers’ products. On May 30, 2013, the Company received final court approval relating to the terms of a settlement of these actions. Under the terms of the settlement, the Company offered a one-time cash payment, covered by the Company’s insurance provider, to qualified class- action members; the deadline to submit a claim form concluded on February 28, 2013. In addition, the Company offered a limited free subscription to one of its software products; the deadline for redemptions concluded on August 31, 2013. Therefore, the Company reversed a previous accrual of $57,000 associated with these actions and recorded a benefit in the same amount within interest income and other, net in the consolidated statements of operations for the year ended December 31, 2013. The Company denies any wrongdoing or liability and entered into the settlement to minimize the costs of defense. We are also subject to other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business, potentially including assertions that we may be infringing patents or other intellectual property rights of others. We currently do not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will materially affect our financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on our financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on us because of defense costs, negative publicity, diversion of management resources and other factors. Guarantees We have identified guarantees in accordance with ASC 450, Contingencies. This guidance stipulates that an entity must recognize an initial liability for the fair value, or market value, of the obligation it assumes under the guarantee at the time it issues such a guarantee, and must disclose that information in its interim and annual financial statements. We have entered into various service level agreements with our partners, in which we may guarantee the maintenance of certain service level thresholds. Under some circumstances, if we do not meet these thresholds, we may be liable for certain financial costs. We evaluate costs for such guarantees under the provisions of ASC 450. We consider such factors as the degree of probability that we would be required to satisfy the liability associated with the guarantee and the ability to make a reasonable estimate of the resulting cost. We incurred zero and immaterial costs as a result of such obligations during the years ended December 31, 2014 and 2013, respectively. We have not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2014 and 2013. Note 6. Restructuring Obligations and Other Charges In the fourth quarter of 2013, the Company implemented a reduction in our work-from-home agent and corporate workforce to reduce our ongoing cost structure. The Company reduced its agent workforce by 210 employees, and its corporate workforce by 15 employees. The affected employees were terminated as of December 30, 2013, with certain corporate employees remaining with the Company for a limited time thereafter. As a result, we recorded a restructuring charge of $317,000 in cost of services, $11,000 in research and development expense, $45,000 in sales and marketing expense and $58,000 in general and administrative expense in the fourth quarter of 2013. The restructuring charge was comprised of employee termination costs. As of December 31, 2013, the balance on this restructuring obligation was $431,000, which we paid in cash during the first quarter of 2014. In the second quarter of 2012, we initiated a phased reduction in our sales agent workforce. These selling activities were transitioned to either partner sales centers or third-party sales specialists. We reduced our workforce by 190 employees, or approximately 15% of our total employee headcount as of the end of the second quarter of 2012. All of the affected employees were terminated by June 30, 2012. As a result, we recorded a restructuring charge of $142,000 in sales and marketing expense and $30,000 in general and administrative expense in the second quarter of 2012. The restructuring charge was primarily comprised of employee termination costs and professional services. As of December 31, 2012, all amounts relating to the reduction in sales agent workforce have been paid. 53 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents The following table summarizes activity associated with the restructuring obligation (see also Note 7) and related expenses incurred for the years ended December 31, 2014 and 2013 (in thousands): Severance(1) Total Restructuring obligations, December 31, 2012 Restructuring costs incurred (fourth quarter of 2013) Cash payments Restructuring obligations, December 31, 2013 Restructuring costs incurred Cash payments Restructuring obligations, December 31, 2014 $ $ $ (1) Severance costs include those expenses related to severance pay and related employee benefit obligations. Note 7. Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): Accrued expenses Customer deposits Restructuring expenses Other accrued liabilities Total other accrued liabilities Note 8. Stockholders’ Equity Equity Compensation Plan $ $ — 431 — 431 — (431) — $ — 431 — 431 — (431) — As of December 31, 2014 2013 $ $ 2,502 352 — 175 3,029 $ $ 2,135 481 431 312 3,359 We adopted the amended and restated 2010 Equity and Performance Incentive Plan (the “2010 Plan”), effective as of February 8, 2010. Under the 2010 Plan, the number of shares of Common Stock that may be issued will not exceed in the aggregate 5,000,000 shares of Common Stock plus the number of shares of Common Stock relating to prior awards under the 2000 Omnibus Equity Incentive Plan that expire, are forfeited or are cancelled after the adoption of the 2010 Plan, subject to adjustment as provided in the 2010 Plan. Pursuant to an approval from the Company’s shareholders, the number of shares of Common Stock that may be issued under the 2010 Plan was increased by 2,250,000 shares of Common Stock in May 2013. No grants will be made under the 2010 Plan after the tenth anniversary of its effective date. Under our 2010 Plan, as of December 31, 2014, there were approximately 2.4 million shares available for grant. We adopted the 2014 Inducement Award Plan (the “Inducement Plan”), effective as of May 13, 2014. Under the Inducement Plan, the number of shares of Common Stock that may be issued will not exceed in the aggregate 2,000,000 shares of Common Stock. Under our Inducement Plan, as of December 31, 2014, there were approximately 900,000 shares available for grant. 54 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Stock Options The following tables represent stock option activity for the years ended December 31, 2014, 2013, and 2012: Outstanding options at December 31, 2011 Granted Exercised Forfeited Outstanding options at December 31, 2012 Granted Exercised Forfeited Outstanding options at December 31, 2013 Granted Exercised Forfeited Outstanding options at December 31, 2014 Options vested and expected to vest Exercisable at December 31, 2014 Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares $ 10,789,590 $ 875,150 (1,375,431) $ (759,712) $ $ 9,529,597 $ 557,750 (4,266,423) $ (438,533) $ $ 5,382,391 1,492,750 $ (376,804) $ (2,982,300) $ $ 3,516,037 $ 3,336,740 1,674,147 $ 2.99 3.09 2.44 3.39 3.05 4.74 2.52 4.27 3.55 2.23 2.32 3.50 3.16 3.18 3.62 4.25 $ 8 3.63 $ 12,595 3.66 $ 4,039 6.28 6.09 $ $ 3.62 $ 3 3 - The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had they all exercised their options on December 31, 2014, 2013, and 2012. This amount will change based on the fair market value of our stock. The total aggregate intrinsic value of options exercised under our stock option plans was $71,000, $8.9 million, and $2.4 million for the years ended December 31, 2014, 2013, and 2012, respectively. The total fair value of options vested during 2014, 2013, and 2012 was $845,000, $1.7 million, and $2.8 million, respectively. During the second quarter of 2014, the Company’s Compensation Committee approved the grant of (i) 750,000 market-based stock options to the Company’s new President and Chief Executive Officer, and (ii) 112,500 market-based stock options to certain key executives. The market-based stock options shall only be exercisable, to the extent vested, upon the Company’s achievement of specified stock price thresholds. In accordance with ASC 718, the Company estimated the grant-date fair values of its market-based stock options as $1.27 - $1.33 per share with derived service periods of 1.87 - 4.52 years using a Monte-Carlo simulation model. On February 11, 2014, Joshua Pickus, the Company’s former President and Chief Executive Officer submitted his written resignation effective April 1, 2014. Also effective April 1, 2014, Mr. Pickus resigned as a member of the Company’s Board of Directors. In connection with Mr. Pickus’ resignation the Compensation Committee of the Board of Directors, considering all relevant factors and the best interest of the Company's stockholders, approved the extension of the post-termination exercise period for the vested portions of each of Mr. Pickus’ outstanding stock option grants from 90 days following his termination to December 31, 2014, in order to permit the orderly exercise and disposition of shares under his vested grants prior to their expiration. No other terms of the stock options were modified. As part of the modification of the stock options, the Company recorded an incremental stock-based compensation expense of approximately $193,000 in the three months ended March 31, 2014. On December 13, 2012, the Compensation Committee of the Board of Directors extended the term of 700,000 stock options granted to the Company’s Chief Executive Officer and President. The stock options were granted on April 6, 2006, and were originally scheduled to expire on April 6, 2013. After the extension, the stock options will expire on April 6, 2016. The stock options were granted under the Company’s Amended and Restated 1998 Stock Option Plan. At the time of the extension, the exercise price of the stock options exceeded the current fair market value of the Company’s common shares. No other terms of the stock options were modified. As part of the modification of the stock options, the Company recorded incremental stock-based compensation expense of approximately $810,000 in the fourth quarter of 2012. At December 31, 2014, there was $1.8 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted average period of 2.03 years. 55 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Employee Stock Purchase Plan In the second quarter of 2011, to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward eligible employees and by motivating such persons to contribute to the growth and profitability of the Company, the Company’s Board of Directors and stockholders approved a new Employee Stock Purchase Plan and reserved 1,000,000 shares of our common stock for issuance effective as of May 15, 2011. The ESPP continues in effect for ten (10) years from its effective date unless terminated earlier by the Company. The ESPP consists of six-month offering periods during which employees may enroll in the plan. The purchase price on each purchase date shall not be less than eighty-five percent (85%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period, or (b) the fair market value of a share of stock on the purchase date. A total of 117,533 shares, 79,221 shares, and 84,082 shares were issued under the ESPP during the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, approximately 683,000 shares remain available for grant under the ESPP. Restricted Stock Units The following table represents RSU activity for the years ended December 31, 2014 and 2013: Weighted Average Grant-Date Fair Value per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares Outstanding RSUs at December 31, 2012 Awarded Released Forfeited Outstanding RSUs at December 31, 2013 Awarded Released Forfeited Outstanding RSUs at December 31, 2014 98,363 1,871,832 $ $ (108,363) $ (202,986) $ $ 1,658,846 964,091 $ (488,150) $ (670,953) $ $ 1,463,834 2.82 5.02 2.98 4.53 5.09 2.36 4.72 4.80 3.51 0.39 $ 410 1.57 $ 6,287 1.56 $ 3,067 On May 16, 2014, pursuant to the employment offer letter as approved by the Company's Compensation Committee, and in addition to the market-based stock options, the Company issued 218,752 RSUs to the Company’s new President and Chief Executive Officer. These RSUs vest over four years from the grant date in equal annual vesting tranches with 25% becoming vested on each of the first four anniversaries of the grant date subject to continuous service. On June 4, 2014, the Board of Directors of the Company approved, based on recommendations of the Compensation Committee, a grant of 108,225 RSUs to non-employee directors. These RSUs vest upon the first anniversary of the grant date. On August 5, 2013, pursuant to approval by the Company’s Compensation Committee, the Company issued 725,000 RSUs to its corporate employees. These RSUs vest annually in three equal tranches over three years. On May 23, 2013, the Board of Directors of the Company approved, based on recommendations of the Compensation Committee, a grant of 48,851 RSUs to non-employee directors. These RSUs vest upon the first anniversary of the grant date. During the first quarter of 2013, the Company’s Compensation Committee approved the grant of RSUs to certain key executives. The RSUs granted to these executives included (i) 249,750 time-based RSUs that vest over a required service period of three years, and (ii) 399,750 performance-based RSUs contingent upon a required service period of three years and as well as the Company’s achievement of specified annual performance targets for fiscal year 2013. We measured the grant-date fair value of the performance-based RSUs based upon the closing price of the Company’s common stock on the Nasdaq as of the grant date. We expensed the fair value of the performance-based RSUs that were probable of being earned based on our forecasted annual performance for fiscal year 2013. 56 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents At December 31, 2014, there was $3.7 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average period of 2.54 years. Stock Repurchase Program On April 27, 2005, our Board of Directors authorized the repurchase of up to 2,000,000 outstanding shares of our common stock. As of December 31, 2014, the maximum number of shares remaining that can be repurchased under this program was 1,807,402. The Company does not intend to repurchase shares without a pre-approval from its Board of Directors. Repurchase of Shares On February 19, 2013, the Company entered into an agreement with Joshua Pickus, the Company’s former President and Chief Executive Officer, pursuant to which Mr. Pickus sold directly to the Company on that day 1,000,000 shares of its common stock acquired by him in a same-day exercise of fully vested options which were due to expire at the end of their seven-year term on April 6, 2013. Under the agreement, the purchase price per share was established as an amount equal to the lesser of (a) the closing price of the Company’s common stock in regular trading hours on the day of the sale as reported by Nasdaq less 5%, or (b) the thirty-day simple moving average price of the Company’s common stock on the day of the sale. This formula produced a purchase price per share of $4.114, less the aggregate strike price due on exercise of the options underlying the repurchased shares of $2.32 per share, which then resulted in a net cash outlay by the Company to acquire the shares of approximately $1.8 million (or $1.794 per share). The agreement was approved by the independent members of the Company’s Board of Directors. The share repurchase amounted to $4.1 million and is classified under treasury stock within stockholders’ equity of the consolidated balance sheets. Note 9. Income Taxes The components of our gain (loss) before income taxes are as follows (in thousands): United States Foreign Total Gain from discontinued operations, before income taxes Gain (loss) from continuing operations, before income taxes The provision for income taxes from continuing operations consisted of the following (in thousands): Current: Federal State Foreign Total Current Deferred Federal State Foreign Total Deferred Total provision for income taxes The provision for income taxes is comprised of estimates of current taxes due in domestic and foreign jurisdictions. 57 2014 Year Ended December 31, 2013 2012 (3,412) 556 (2,856) — (2,856) $ $ $ 10,513 608 11,121 — 11,121 $ $ $ $ 2014 Year Ended December 31, 2013 2012 — 34 380 414 265 19 42 326 740 $ $ $ $ — 132 221 353 265 24 130 419 772 $ $ $ $ (5,975) 630 (5,345) 18 (5,327) — 54 94 148 266 28 (234) 60 208 $ $ $ $ $ $ $ EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents The reconciliation of the Federal statutory income tax rate to our effective income tax rate is as follows (in thousands): 2014 Year Ended December 31, 2013 2012 Provision at Federal statutory rate State taxes Permanent differences/other Stock-based compensation Federal valuation allowance (used) provided Provision for income taxes $ $ (1,000) 53 633 2,311 (1,257) 740 $ $ $ 3,900 156 520 1,113 (4,917) 772 $ (1,865) 82 375 178 1,438 208 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): Deferred Tax Assets Fixed assets Deferred revenue Accruals and reserves Stock options Net operating loss carryforwards Federal and state credits Foreign credits Intangible assets Gross deferred tax assets Valuation allowance Total deferred tax assets Deferred Tax Liabilities: Intangible assets Total deferred tax liability Net deferred tax liabilities December 31, 2014 2013 $ 165 19 649 1,663 42,854 3,327 185 1,208 50,070 (49,679) 391 (1,302) (1,302) (911) $ 187 14 498 3,570 43,562 3,169 197 986 52,183 (51,726) 457 (1,016) (1,016) (559) $ $ ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Based on management’s review of both the positive and negative evidence, which includes our historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting its results, the Company has concluded that it is not more likely than not that the Company will be able to realize all of the Company’s U.S. deferred tax assets. Therefore, the Company has provided a full valuation allowance against its U.S. deferred tax assets. Based on management’s review of both positive and negative evidence, which includes the historical operating performance of our Canadian subsidiary, the Company has concluded that it is more likely than not that the Company will be able to realize a portion of the Company’s Canadian deferred tax assets. Therefore, the Company has a partial valuation allowance on Canadian deferred tax assets. There is no valuation allowance against the Company’s Indian deferred tax assets. The Company reassesses the need for its valuation allowance on a quarterly basis. Based on management’s review discussed above, the realization of deferred tax assets is dependent on improvements over present levels of consolidated pre-tax income. Until the Company is consistently profitable in the U.S., it will not realize its deferred tax assets. Deferred income taxes have not been provided on the cumulative undistributed earnings of foreign subsidiaries. The amount of such earnings at December 31, 2014 was $1.5 million. These earnings have been permanently reinvested and the Company does not plan to initiate any action that would precipitate the payment of income tax thereon. It is not practicable to estimate the amount of additional tax that might be payable on undistributed foreign earnings. 58 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents The net valuation allowance decreased by approximately $2.0 and $5.7 million during the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, $4.8 million of the valuation allowance against federal and state net operating loss carryfowards relates to the tax benefit of stock option exercises prior to 2006 that, when realized, will be recorded as a credit to additional paid in capital rather than as a reduction of the provision for income taxes. As of December 31, 2014, the Company had Federal and state net operating loss carryforwards of approximately $120.0 million and $64.5 million, respectively. The Federal net operating loss and credit carryforwards will expire at various dates beginning in 2020 through 2034, if not utilized. The state net operating loss carryforwards will expire at various dates beginning in 2015 through 2034, if not utilized. The Company also had Federal and state research and development credit carryforwards of approximately $2.8 million and $2.4 million, respectively. The federal credits expire in varying amounts between 2020 and 2031. The state research and development credit carryforwards do not have an expiration date. Utilization of net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. ASC 740-10 clarifies the accounting for uncertainties in income taxes by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. ASC 740-10 requires the disclosure of any liability created for unrecognized tax benefits. The application of ASC 740-10 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance at beginning of year Increase related to prior year tax positions Decrease related to prior year tax positions Increase related to current year tax positions Settlements with tax authorities Decrease related to lapse of statute of limitations Balance at end of year 2014 Year Ended December 31, 2013 2012 2,502 2 (89) 181 — (136) 2,460 $ $ 3,637 98 (1,349) 162 — (46) $ 2,502 $ 3,210 507 — 18 — (98) 3,637 $ $ The Company’s total amounts of unrecognized tax benefits that, if recognized, that would affect its tax rate are $0.5 million and $0.5 million as of December 31, 2014 and 2013, respectively. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within its provision for (benefit from) income taxes. The Company had $176,000 accrued for payment of interest and penalties related to unrecognized tax benefits as of December 31, 2014. The Company had $111,000 and $80,000 accrued for payment of interest and penalties related to unrecognized tax benefit as of December 31, 2013 and 2012, respectively. As of December 31, 2014, the amount of recognized tax benefit where it is reasonably possible that a significant change may occur in the next 12 months is approximately $41,000. The change would result from expiration of a statute of limitations in a foreign jurisdiction. The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to its net operating loss carryforwards, the Company’s income tax returns generally remain subject to examination by federal and most state authorities. In our foreign jurisdictions, the 2007 through 2013 tax years remain subject to examination by their respective tax authorities. 59 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents We are required to make periodic filings in the jurisdictions where we are deemed to have a presence for tax purposes. We have undergone audits in the past and have paid assessments arising from these audits. Our India entity was issued notices of income tax assessment pertaining to the 2004-2009 fiscal years. The notices claimed that the transfer price used in our inter-company agreements resulted in understated income in our Indian entity. During the fourth quarter of 2014, the Company re-evaluated the probability of its tax position and recorded an ASC 740-10 reserve of $269,000 related to India transfer pricing. We may be subject to other income tax assessments in the future. We evaluate estimated expenses that could arise from those assessments in accordance with ASC 740-10. We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate on the amount of expenses. We record the estimated liability amount of those assessments that meet the definition of an uncertain tax position under ASC 740-10. 60 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Mar. 31, 2014 Fiscal Year 2014 Quarter Ended Sept. 30, Jun. 30, 2014 2014 (in thousands, except per share data) Dec. 31, 2014 17,052 1,561 18,613 12,962 239 13,201 5,412 1,354 1,551 2,663 273 5,841 (429) 78 (351) 125 (476) (6) (482) $ $ (0.01) (0.00) (0.01) $ $ (0.01) (0.00) (0.01) $ $ 18,743 1,435 20,178 14,531 228 14,759 5,419 1,057 1,688 2,980 273 5,998 (579) 62 (517) 132 (649) (6) (655) $ $ (0.01) (0.00) (0.01) $ $ (0.01) (0.00) (0.01) $ $ $ 20,844 1,387 22,231 16,020 189 16,209 6,022 1,203 1,782 2,808 273 6,066 (44) 77 33 128 (95) (6) (101) $ (0.00) $ (0.00) (0.00) $ (0.00) $ (0.00) (0.00) $ 20,633 1,336 21,969 17,093 184 17,277 4,692 1,464 2,185 2,869 272 6,790 (2,098) 77 (2,021) 355 (2,376) 131 (2,245) (0.04) 0.00 (0.04) (0.04) 0.00 (0.04) Mar. 31, 2013 Fiscal Year 2013 Quarter Ended Sept. 30, Jun. 30, 2013 2013 (in thousands, except per share data) Dec. 31, 2013 16,624 3,578 20,202 9,310 307 9,617 10,585 1,588 3,936 2,763 335 8,622 1,963 73 2,036 149 1,887 (5) 1,882 $ $ 0.04 (0.00) 0.04 $ $ 0.04 (0.00) 0.04 $ $ 16,400 3,725 20,125 8,838 271 9,109 11,016 1,281 4,376 2,353 335 8,345 2,671 107 2,778 176 2,602 (6) 2,596 $ $ 19,585 3,774 23,359 11,046 294 11,340 12,019 1,456 4,120 3,077 335 8,988 3,031 127 3,158 121 3,037 $ (5) 3,032 $ 0.05 (0.00) 0.05 $ $ 0.05 (0.00) 0.05 $ $ 0.06 (0.00) 0.06 $ $ 0.06 (0.00) 0.06 $ $ 22,258 2,219 24,477 14,014 300 14,314 10,163 1,410 2,167 3,183 316 7,076 3,087 62 3,149 326 2,823 50 2,873 0.05 0.00 0.05 0.05 0.00 0.05 Table of Contents Note 10. Quarterly Financial Information (Unaudited) Selected quarterly financial information for 2014 and 2013 is as follows: Statements of Operations Data: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses Loss from operations Interest income and other, net Income (loss) from continuing operations, before income taxes Income tax provision Loss from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Net loss Basic earnings (loss) per share: Loss from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Basic net loss per share Diluted earnings (loss) per share: Loss from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Diluted net loss per share Statements of Operations Data: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets and other Total operating expenses Income from operations Interest income and other, net Income from continuing operations, before income taxes Income tax provision Income from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Net income Basic earnings per share: Income from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Basic net earnings per share Diluted earnings per share: Income from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Diluted net earnings per share $ $ $ $ $ $ $ $ $ $ $ $ 61 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES. None. ITEM 9A. CONTROLS AND PROCEDURES. Disclosure controls and procedures. We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on an evaluation of the effectiveness of disclosure controls and procedures, our CEO and CFO have concluded that as of the end of the period covered by this Form 10-K our disclosure controls and procedures as defined under Exchange Act Rules 13a-15(e) and 15d-15(e) were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 62 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Report of Management on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). As part of this evaluation, management established an internal control project team, engaged outside consultants and adopted a project work plan to document and assess the adequacy of our internal control over financial reporting, address any control deficiencies that were identified, and to validate through testing that the controls are functioning as documented. Based on the results of this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2014 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. We reviewed the results of management’s assessment with the Audit Committee of Support.com’s Board of Directors. The effectiveness of our internal control over financial report as of December 31, 2014 has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ ELIZABETH CHOLAWSKY Elizabeth Cholawsky President and Chief Executive Officer /s/ ROOP K. LAKKARAJU Roop K. Lakkaraju Executive Vice President, Chief Financial Officer and Chief Operating Officer 63 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Board of Directors and Stockholders Support.com, Inc. Redwood City, California Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting We have audited Support.com, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Support.com, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Support.com, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Support.com, Inc. as of December 31, 2014 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year ended December 31, 2014 and our report dated March 6, 2015 expressed include nature of opinion, for example, an unqualified opinion thereon. /s/ BDO USA, LLP San Jose, California March 6, 2015 64 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 9B. OTHER INFORMATION. None. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. PART III The information required by Item 10 of Form 10-K with respect to Item 401 of Regulation S-K regarding our directors is incorporated herein by reference from the information contained in the section entitled “Directors and Nominees” in our definitive Proxy Statement for the 2015 Annual Meeting of Stockholders (the “Proxy Statement”), a copy of which will be filed with the Securities and Exchange Commission. The information required by Item 10 of Form 10-K with respect to Item 401 of Regulation S-K regarding our executive officers is incorporated herein by reference from the information contained in the section entitled “Executive Compensation and Related Information” in our definitive Proxy Statement. The information required by Item 10 of Form 10-K with respect to Item 405 of Regulation S-K regarding section 16(a) beneficial ownership compliance is incorporated by reference from the information contained in the section entitled “Section 16(a) Beneficial Ownership Compliance” in our Proxy Statement. We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors which is applicable to all of our directors, executive officers and employees, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively). The Code of Ethics and Business Conduct for Employees, Officers and Directors is available on our website at http://www.support.com/about/investor-relations/corporategovernance. A copy of the Code of Ethics and Business Conduct for Employees, Officers and Directors will be provided without charge to any person who requests it by writing to Support.com, Inc., Investor Relations, 900 Chesapeake Drive, 2nd Floor, Redwood City, CA 94063, or telephoning 1-415-445-3235. We will disclose on our website amendments to or waivers from our Code of Ethics and Business Conduct applicable to our directors or executive officers, including our Chairman, our Chief Executive Officer and our Chief Financial Officer, in accordance with all applicable laws and regulations. The information required by Item 10 of Form 10-K with respect to Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by reference from the information contained in the sections entitled “Director Nominations,” “Corporate Governance” and “Committees of the Board of Directors” in our Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION. The information required by Item 11 of Form 10-K is incorporated herein by reference from the information contained in the sections entitled “Executive Compensation and Related Information,” “Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by Item 12 of Form 10-K with respect to Item 403 of Regulation S-K regarding security ownership of certain beneficial owners and management is incorporated herein by reference from the information contained in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. 65 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information As of December 31, 2014 Plan Category Equity Compensation Plans approved by security holders(1) Equity Compensation Plans not approved by security holders(2) Total Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) 2,766,037 $ 750,000 3,516,037 $ 3.42 2.21 3.16 2,362,557 899,997 3,262,554 (1) This is the amended and restated 2010 Equity and Performance Incentive Plan. The number of shares reserved for issuance under the amended and restated 2010 Equity and Performance Incentive Plan is subject to increase as follows: The number of shares of Common Stock that may be issued will not exceed in the aggregate 7,250,000 shares of Common Stock plus the number of shares of Common Stock relating to the prior awards under the 2000 Omnibus Equity Incentive Plan that expire, are forfeited or cancelled after the adoption of the amended and restated 2010 Equity and Performance Incentive Plan. (2) This is the 2014 Inducement Award Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required by Item 13 of Form 10-K is incorporated herein by reference from the information contained in the sections entitled “Certain Relationships and Related Transactions,” “Compensation Committee Interlocks and Insider Participation” and “Director Independence” in our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by Item 14 of Form 10-K is incorporated herein by reference from the information contained in the sections entitled “Principal Accountant Fees and Services” and “Audit Committee Pre- Approval Policies and Procedures” in our Proxy Statement. 66 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this report: PART IV (1) (2) Financial Statements—See Index to the Consolidated Financial Statements and Supplementary Data in Item 8 of this report. Financial Statement Schedules. Schedule II—Valuation and qualifying accounts was omitted as the required disclosures are included in Note 1 to the Consolidated Financial Statements. All other schedules are omitted since the information required is not applicable or is shown in the Consolidated Financial Statements or notes thereto. (3) Exhibits—See in Item 15(b) of this report. (b) Exhibits. Exhibit Description of Document 3.1 3.2 3.3 4.1 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of Support.com’s annual report on Form 10-K for the year ended December 31, 2001). Certificate of Amendment to Support.com’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Support.com’s current report on Form 8-K filed with the SEC on June 23, 2009). Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Support.com’s current report on Form 8-K filed with the SEC on July 29, 2010). Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Support.com’s quarterly report on Form 10-Q for the quarter ended June 30, 2002). Support.com’s amended and restated 2010 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 of Support.com’s current report on Form 8-K filed with the SEC on May 21, 2010). Support.com’s 2010 Employee Stock Purchase Plan (incorporated by reference to Annex A of Support.com’s definitive proxy statement for Support.com’s 2011 annual meeting of stockholders). Support.com’s 2014 Inducement Award Plan (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on May 19, 2014). Form of Directors’ and Officers’ Indemnification Agreement (incorporated by reference to Exhibit 10.4 of Support.com’s registration statement on Form S-1 filed with the SEC on February 18, 2000). Amended and Restated Employment Offer Letter between Support.com and Josh Pickus, as amended on July 30, 2009 (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on July 31, 2009). Employment Offer Letter between Support.com and Roop Lakkaraju, dated October 22, 2013 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on October 30, 2013). Employment Offer Letter between Support.com and Elizabeth Cholawsky, dated May 8, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on May 19, 2014). Form of Stock Option Grant Notification for Officers and Employees (incorporated by reference to Exhibit 10.1(a) of Support.com’s quarterly report on Form 10-Q filed on November 5, 2009). Sublease Agreement with TYCO Healthcare Group LP dated June 7, 2012. 10.8* 10.9* 10.10 Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.19 of Support.com’s annual 10.11 report on Form 10-K filed with the SEC on March 7, 2014) (1) Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.20 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) (1) 67 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 21.1 23.1 24.1 31.1 31.2 32.1 32.2 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE Change Management Form Number 1 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 22, 2013 (incorporated by reference to Exhibit 10.24 of Support.com’s aannual report on Form 10-K filed with the SEC on March 7, 2014 (1) Amendment Number 1 to Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 31, 2013 (incorporated by reference to Exhibit 10.21 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) Statement of Work Number 2 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 31, 2013 (incorporated by reference to Exhibit 10.22 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) (1) Statement of Work Number 3 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of March 21, 2014 (incorporated by reference to Exhibit 10.3 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) Change Management Form Number 2 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of February 27, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) Change Management Form Number 3 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of March 4, 2014 (incorporated by reference to Exhibit 10.2 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) First Change Management Form to Statement of Work Number 3 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of June 4, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on June 11, 2014) Reseller Agreement between Comcast and Support.com, effective as of June 6, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on June 18, 2014) (1) Change Management Form Number 4 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of September 17, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on October 6, 2014) (1) Change Management Form Number 5 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of September 18, 2014 (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on October 6, 2014) (1) Statement of Work Number 4 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of February 6, 2015 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on February 18, 2015) (1) Compensatory Arrangement between Support.com and Jim Stephens for his term as Executive Chairman and Interim CEO commencing March 25, 2014. Subsidiaries of Support.com, Inc. Consent of Independent Registered Public Accounting Firm Power of Attorney (see the signature page of this Form 10-K) Chief Executive Officer Section 302 Certification. Chief Financial Officer Section 302 Certification. Statement of the Chief Executive Officer under 18 U.S.C. § 1350(2) Statement of the Chief Financial Officer under 18 U.S.C. § 1350(2) XBRL Instance Document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Definition Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase * Denotes an executive or director compensation plan or arrangement. (1) Confidential treatment has been requested for portions of this exhibit. (2) The material contained in Exhibit 32.1 and 32.2 shall not be deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference. (c) Financial Statement Schedules. No schedules have been filed because the information required to be set forth therein is not applicable or is shown in the financial statements or related notes included as part of this report. 68 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of March, 2015. SUPPORT.COM, INC. By: /s/ ELIZABETH CHOLAWSKY Elizabeth Cholawsky President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Cholawsky and Roop Lakkaraju, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated: Signature /s/ ELIZABETH CHOLAWSKY Elizabeth Cholawsky /s/ ROOP K. LAKKARAJU Roop K. Lakkaraju /s/ JIM STEPHENS Jim Stephens /s/ SHAWN FARSHCHI Shawn Farshchi /s/ MARK FRIES Mark Fries /s/ J. MARTIN O’MALLEY J. Martin O’Malley /s/ TONI J. PORTMANN Toni J. Portmann Title President and Chief Executive Officer (Principal Executive Officer) Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) Chairman of the Board of Directors Director Director Director Director 69 Date March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents Exhibit 3.1 3.2 3.3 4.1 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* EXHIBIT INDEX Description of Document Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of Support.com’s annual report on Form 10-K for the year ended December 31, 2001). Certificate of Amendment to Support.com’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Support.com’s current report on Form 8-K filed with the SEC on June 23, 2009). Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Support.com’s current report on Form 8-K filed with the SEC on July 29, 2010). Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Support.com’s quarterly report on Form 10-Q for the quarter ended June 30, 2002). Support.com’s amended and restated 2010 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 of Support.com’s current report on Form 8-K filed with the SEC on May 21, 2010). Support.com’s 2010 Employee Stock Purchase Plan (incorporated by reference to Annex A of Support.com’s definitive proxy statement for Support.com’s 2011 annual meeting of stockholders). Support.com’s 2014 Inducement Award Plan (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on May 19, 2014). Form of Directors’ and Officers’ Indemnification Agreement (incorporated by reference to Exhibit 10.4 of Support.com’s registration statement on Form S-1 filed with the SEC on February 18, 2000). Amended and Restated Employment Offer Letter between Support.com and Josh Pickus, as amended on July 30, 2009 (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on July 31, 2009). Employment Offer Letter between Support.com and Roop Lakkaraju, dated October 22, 2013 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on October 30, 2013). Employment Offer Letter between Support.com and Elizabeth Cholawsky, dated May 8, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on May 19, 2014). Form of Stock Option Grant Notification for Officers and Employees (incorporated by reference to Exhibit 10.1(a) of Support.com’s quarterly report on Form 10-Q filed on November 5, 2009). Sublease Agreement with TYCO Healthcare Group LP dated June 7, 2012. 10.8* 10.9* 10.10 Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.19 of Support.com’s annual 10.11 report on Form 10-K filed with the SEC on March 7, 2014) (1) Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.20 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) (1) 70 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Table of Contents 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 21.1 23.1 24.1 31.1 31.2 32.1 32.2 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE Change Management Form Number 1 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 22, 2013 (incorporated by reference to Exhibit 10.24 of Support.com’s aannual report on Form 10-K filed with the SEC on March 7, 2014 (1) Amendment Number 1 to Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 31, 2013 (incorporated by reference to Exhibit 10.21 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) Statement of Work Number 2 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 31, 2013 (incorporated by reference to Exhibit 10.22 of Support.com’s annual report on Form 10-K filed with the SEC on March 7, 2014) (1) Statement of Work Number 3 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of March 21, 2014 (incorporated by reference to Exhibit 10.3 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) Change Management Form Number 2 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of February 27, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) Change Management Form Number 3 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of March 4, 2014 (incorporated by reference to Exhibit 10.2 of Support.com’s quarterly report on Form 10-Q filed with the SEC on May 8, 2014) (1) First Change Management Form to Statement of Work Number 3 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of June 4, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on June 11, 2014) Reseller Agreement between Comcast and Support.com, effective as of June 6, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on June 18, 2014) (1) Change Management Form Number 4 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of September 17, 2014 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on October 6, 2014) (1) Change Management Form Number 5 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of September 18, 2014 (incorporated by reference to Exhibit 10.2 of Support.com’s current report on Form 8-K filed with the SEC on October 6, 2014) (1) Statement of Work Number 4 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of February 6, 2015 (incorporated by reference to Exhibit 10.1 of Support.com’s current report on Form 8-K filed with the SEC on February 18, 2015) (1) Compensatory Arrangement between Support.com and Jim Stephens for his term as Executive Chairman and Interim CEO commencing March 25, 2014. Subsidiaries of Support.com, Inc. Consent of Independent Registered Public Accounting Firm Power of Attorney (see the signature page of this Form 10-K) Chief Executive Officer Section 302 Certification. Chief Financial Officer Section 302 Certification. Statement of the Chief Executive Officer under 18 U.S.C. § 1350(2) Statement of the Chief Financial Officer under 18 U.S.C. § 1350(2) XBRL Instance Document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Definition Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase * Denotes an executive or director compensation plan or arrangement. (1) Confidential treatment has been requested for portions of this exhibit. (2) The material contained in Exhibit 32.1 and 32.2 shall not be deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference. (c) Financial Statement Schedules. No schedules have been filed because the information required to be set forth therein is not applicable or is shown in the financial statements or related notes included as part of this report. 71 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. COMPENSATORY ARRANGEMENT OF EXECUTIVE CHAIRMAN AND INTERIM CEO EXHIBIT 10.23 Beginning on March 25, 2014, Jim Stephens, Chairman of the Board of Directors (the “Board”) of Support.com, Inc. (the “Company”) began serving as Executive Chairman and Interim CEO until a successor to the Company’s former CEO, Josh Pickus, was found and joined the Company. As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on March 14, 2014, the Compensation Committee (the “Committee”) of the Board of Directors met on March 10, 2014 (excluding Mr. Stephens who was not present and did not take part in the deliberations) and approved the following compensation for Mr. Stephens, in addition to existing compensation as a director, in relation to and for the duration of his full-time service as Executive Chairman and Interim CEO commencing March 25, 2014: (i) a monthly cash retainer of $30,000, pro-rated for any partial calendar months at the beginning and end of his service in this position; and (ii) grants of vested restricted stock units as permitted by the Company’s 2010 Equity and Incentive Compensation Plan and to be confirmed each month by the Committee during Mr. Stephens’ service as Executive Chairman and Interim CEO, to be made on the last trading day of each calendar month commencing April 30, 2014, with the number of shares issued to be calculated based on dividing $45,000 per month (pro-rata for any partial calendar month) by the fair market value of a share of Company common stock on the date of grant. EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. Subsidiaries of Support.com, Inc. Exhibit 21.1 Name of Subsidiary Foreign Subsidiaries SDC Services Canada Inc. Support.com India Pvt Ltd State or Jurisdiction in which Incorporated or Organized Canada India EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.1 We hereby consent to the incorporation by reference in the Registration Statements (Form S-8 No.’s 333-106276, 333-116602, 333-48726, 333-96623, 333-65964, 333-127299, 333-136408, 333-141383, 333-158541, 333-172230, 333-173802, 333-194426 and 333-196118) pertaining to the Support.com, Inc. Amended and Restated 1998 Stock Option Plan, the Support.com, Inc. 2000 Omnibus Equity Incentive Plan, the Support.com, Inc. 2010 Equity and Performance Incentive Plan (as Amended and Restated), the Support.com, Inc. 2011 Employee Stock Purchase Plan and the Support.com, Inc. 2014 Inducement Award Plan of our reports dated March 6, 2015, and relating to the consolidated financial statements and the effectiveness of Support.com, Inc.'s internal control over financial reporting appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. /s/ BDO USA, LLP San Jose, California March 6, 2015 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No.’s 333-106276, 333-116602, 333-48726, 333-96623, 333-65964, 333-127299, 333-136408, 333-141383, 333- 158541, 333-172230, 333-173802, 333-194426 and 333-196118) pertaining to the Support.com, Inc. Amended and Restated 1998 Stock Option Plan, the Support.com, Inc. 2000 Omnibus Equity Incentive Plan, the Support.com, Inc. 2010 Equity and Performance Incentive Plan (as Amended and Restated) and the Support.com, Inc. 2011 Employee Stock Purchase Plan and the Support.com, Inc. 2014 Inducement Award Plan of our report dated March 7, 2014, with respect to the consolidated financial statements of Support.com, Inc. as of December 31, 2013 and for each of the two years in the period ended December 31, 2013, included in this Annual Report (Form 10-K) for the year ended December 31, 2014. /s/ ERNST & YOUNG LLP San Francisco, California March 6, 2015 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. CHIEF EXECUTIVE OFFICER SECTION 302 CERTIFICATION EXHIBIT 31.1 I, Elizabeth Cholawsky, certify that: 1. I have reviewed this Annual Report on Form 10-K of Support.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ ELIZABETH CHOLAWSKY Elizabeth Cholawsky President and Chief Executive Officer Date: March 6, 2015 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. CHIEF FINANCIAL OFFICER SECTION 302 CERTIFICATION EXHIBIT 31.2 I, Roop K. Lakkaraju, certify that: 1. I have reviewed this Annual Report on Form 10-K of Support.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. By: /s/ ROOP K. LAKKARAJU Roop K. Lakkaraju Executive Vice President, Chief Financial Officer and Chief Operating Officer Date: March 6, 2015 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. STATEMENT OF CHIEF EXECUTIVE OFFICER UNDER 18 U.S.C. § 1350 EXHIBIT 32.1(1) I, Elizabeth Cholawsky, the Chief Executive Officer of Support.com, Inc. (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2014 (the “Report”), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 6, 2015 A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to Support.com, Inc. and will be retained by Support.com, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. (1) The material contained in this Exhibit 32.1 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference. /s/ ELIZABETH CHOLAWSKY Elizabeth Cholawsky President and Chief Executive Officer EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. STATEMENT OF CHIEF FINANCIAL OFFICER UNDER 18 U.S.C. § 1350 EXHIBIT 32.2(1) I, Roop K. Lakkaraju, the Chief Financial Officer of Support.com, Inc. (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2014 (the “Report”), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 6, 2015 A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to Support.com, Inc. and will be retained by Support.com, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. (1) The material contained in this Exhibit 32.1 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the registrant specifically incorporates it by reference. /s/ ROOP LAKKARAJU Roop K. Lakkaraju Executive Vice President, Chief Financial Officer and Chief Operating Officer EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. 

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