Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20172018
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission file number 001-35108
 SERVICESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in our charter)
DelawareNo. 81-0578975
(State or Other Jurisdictionother jurisdiction of
Incorporation incorporation or Organization)
organization)
(I.R.S. Employer
Identification No.)
  
717 17th St.,Street, 5th Floor
Denver, COColorado
80202
(Address of Principal Executive Offices)principal executive offices)(Zip Code)
(720) 889-8500
(Registrant’s Telephone Number, Including Area Code)telephone number, including area code)

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  x   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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filerx
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company¨
  Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate numberAs of July 31, 2018, 91,841,022 shares outstanding of each of the issuer’s classes of common stock as of the latest practical date:ServiceSource International Inc. were outstanding.
 
ClassOutstanding as of October 31, 2017
Common Stock90,154,059


SERVICESOURCE INTERNATIONAL, INC.
Form 10-Q
INDEX
 
 
Page
No.
 
  
  
  
  
  
 
  
  
  
  
  
  
  

PART I. FINANCIAL INFORMATION

ServiceSource International, Inc.
Item 1.Financial Statements
SERVICESOURCE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETSConsolidated Balance Sheets
(In thousands)in thousands, expect per share amounts)
(Unaudited)(unaudited)
September 30,
2017
 December 31,
2016
June 30, 2018 December 31, 2017
Assets      
Current assets:      
Cash and cash equivalents$39,585
 $47,692
$184,320
 $51,389
Short-term investments140,188
 137,881

 137,181
Accounts receivable, net53,061
 63,289
50,583
 56,516
Prepaid expenses and other7,326
 7,607
6,081
 6,112
Total current assets240,160
 256,469
240,984
 251,198
   
Property and equipment, net35,703
 38,180
34,471
 34,119
Contract acquisition costs3,294
 
Deferred income taxes, net of current portion69
 64
68
 70
Goodwill and intangibles, net6,797
 7,932
Other assets, net3,556
 3,445
Goodwill and intangible assets, net6,334
 6,419
Other assets4,252
 3,566
Total assets$286,285
 $306,090
$289,403
 $295,372
   
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable$1,129
 $1,916
$2,219
 $4,574
Accrued taxes387
 1,388
165
 651
Accrued compensation and benefits17,470
 21,579
17,517
 19,257
Convertible notes, net141,726
 
149,091
 144,167
Deferred revenue1,713
 4,152

 1,282
Accrued expenses6,127
 5,891
6,433
 6,625
Other current liabilities1,241
 2,958
4,696
 2,104
Total current liabilities169,793
 37,884
180,121
 178,660
Convertible notes, net
 134,775
   
Other long-term liabilities7,127
 6,495
5,903
 4,603
Total liabilities176,920
 179,154
186,024
 183,263
   
Commitments and contingencies (Note 5)
 

 
   
Stockholders’ equity:
 
   
Common stock; $0.0001 par value; 1,000,000 shares authorized; 90,266 shares issued and 90,145 shares outstanding as of September 30, 2017; 88,304 shares issued and 88,183 shares outstanding as of December 31, 20168
 8
Preferred stock, $0.001 par value; 20,000 shares authorized and none issued and outstanding
 
Common stock; $0.0001 par value; 1,000,000 shares authorized; 91,822 shares issued and 91,701 shares outstanding as of June 30, 2018; 90,380 shares issued and 90,259 shares outstanding as of December 31, 20178

8
Treasury stock(441) (441)(441) (441)
Additional paid-in capital355,969
 344,521
366,125
 359,347
Accumulated deficit(246,281) (216,361)(263,037) (246,207)
Accumulated other comprehensive income110
 (791)
Accumulated other comprehensive income (loss)724
 (598)
Total stockholders’ equity109,365
 126,936
103,379
 112,109
Total liabilities and stockholders’ equity$286,285
 $306,090
$289,403
 $295,372
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

SERVICESOURCE INTERNATIONAL, INC.ServiceSource International, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSConsolidated Statements of Operations
(Inin thousands, except per share amounts)
(Unaudited)
(unaudited)
Three Months Ended
September 30,
 Nine Months Ended
September 30,
 For the Three Months Ended
June 30,
  For the Six Months Ended
June 30,
2017 2016 2017 20162018 2017 2018 2017
Net revenue$58,132
 $62,514
 $173,103
 $184,233
$61,111
 $58,262
 $119,696
 $114,970
Cost of revenue40,803
 40,789
 121,729
 122,568
42,463
 39,517
 84,187
 80,926
Gross profit17,329
 21,725
 51,374
 61,665
18,648
 18,745
 35,509
 34,044
Operating expenses:              
Sales and marketing7,829
 8,847
 24,790
 30,626
9,252
 8,620
 18,490
 16,960
Research and development1,048
 1,952
 4,534
 6,132
1,780
 1,243
 3,296
 3,485
General and administrative12,543
 14,638
 40,029
 38,233
13,157
 13,505
 26,046
 27,486
Restructuring and other545
 
 6,259
 
156
 5,715
 209
 5,715
Total operating expenses21,965
 25,437
 75,612
 74,991
24,345
 29,083
 48,041
 53,646
Loss from operations(4,636) (3,712) (24,238) (13,326)(5,697) (10,338) (12,532) (19,602)
Interest expense and other, net(2,839) (2,291) (7,555) (5,499)(2,776) (2,646) (5,622) (4,717)
Gain (loss) on cost basis equity investment2,100
 (2,300) 2,100
 (2,300)
Impairment loss on investment securities
 
 (1,958) 
Loss before income taxes(5,375) (8,303) (29,693) (21,125)(8,473) (12,984) (20,112) (24,319)
Income tax (benefit) provision(180) 968
 227
 2,505
Provision for income tax expense(414) (117) (427) (406)
Net loss$(5,195) $(9,271) $(29,920) $(23,630)$(8,887) $(13,101) $(20,539) $(24,725)
Net loss per share, basic and diluted$(0.06) $(0.11) $(0.34) $(0.27)
Weighted average common shares outstanding, basic and diluted89,511
 86,283
 88,907
 85,981
Net loss per common share:       
Basic and diluted$(0.10) $(0.15) $(0.23) $(0.28)
Weighted-average common shares outstanding:       
Basic and diluted91,323
 88,813
 90,843
 88,600
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

SERVICESOURCE INTERNATIONAL, INC.ServiceSource International, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSConsolidated Statements of Comprehensive Loss
(Inin thousands)
(Unaudited)(unaudited)
 
Three Months Ended
September 30,
 Nine Months Ended
September 30,
 For the Three Months Ended
June 30,
  For the Six Months Ended
June 30,
2017 2016 2017 20162018 2017 2018 2017
Net loss$(5,195) $(9,271) $(29,920) $(23,630)$(8,887) $(13,101) $(20,539) $(24,725)
Other comprehensive income (loss), net of tax:       
 
    
Available for sale securities:
 
    
Unrealized gain (loss) on short-term investments5
 32
 (700) 105
Reclassification adjustment for impairment loss included in net loss
 
 1,958
 
Net change in available for sale securities5
 32
 1,258
 105
Foreign currency translation adjustments285
 (110) 783
 (1,229)(209) 628
 64
 499
Unrealized gain (loss) on short-term investments13
 (81) 118
 849
Other comprehensive income (loss), net of tax298
 (191) 901
 (380)(204) 660
 1,322
 604
Total comprehensive loss, net of tax$(4,897) $(9,462) $(29,019) $(24,010)
Comprehensive loss, net of tax$(9,091) $(12,441) $(19,217) $(24,121)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

SERVICESOURCE INTERNATIONAL, INC.ServiceSource International, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSConsolidated Statements of Stockholders' Equity
(Inin thousands)
(Unaudited)
 Nine Months Ended September 30,
 2017 2016
Cash flows from operating activities   
Net loss$(29,920) $(23,630)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation and amortization17,167
 11,636
Amortization of debt discount and issuance costs6,951
 6,464
Amortization of premium on short-term investments(172) 888
Deferred income taxes177
 1,698
Stock-based compensation10,396
 7,441
Restructuring and other2,522
 
(Gain) loss on cost basis equity investment(2,100) 2,300
Changes in operating assets and liabilities:   
Accounts receivable, net12,307
 2,778
Deferred revenue(2,440) (805)
Prepaid expenses and other387
 1,306
Accounts payable(813) 407
Accrued taxes(1,019) (627)
Accrued compensation and benefits(4,713) (1,509)
Accrued expenses(839) 1,670
Other liabilities(1,375) (311)
Net cash provided by operating activities6,516
 9,706
Cash flows from investing activities   
Acquisition of property and equipment(13,843) (21,203)
Proceeds from sale of cost basis equity investment2,100
 
Purchases of short-term investments(56,589) (86,365)
Sales of short-term investments51,119
 83,331
Maturities of short-term investments3,506
 350
Net cash used in investing activities(13,707) (23,887)
Cash flows from financing activities   
Repayment on capital lease obligations(52) (120)
Repurchase of common stock
 (8,921)
Proceeds from common stock issuances1,062
 5,034
Minimum tax withholding requirement(735) (770)
Net cash provided by (used in) financing activities275
 (4,777)
Net decrease in cash and cash equivalents(6,916) (18,958)
Effect of exchange rate changes on cash and cash equivalents(1,191) (1,681)
Cash and cash equivalents at beginning of period47,692
 72,334
Cash and cash equivalents at end of period$39,585
 $51,695
 Common Stock Treasury Shares/Stock 
Additional
Paid-in
Capital
 Accumulated Deficit 
Accumulated
Other
Comprehensive
Income (Loss)
 Total
 Shares Amount Shares Amount 
Balance at December 31, 201790,380
 $8
 (121) $(441) $359,347
 $(246,207) $(598) $112,109
Cumulative effect of ASC 606 - initial adoption (Note 2)
 
 
 
 
 3,709
 
 3,709
Adjusted balance at January 1, 201890,380
 8
 (121) (441) 359,347
 (242,498) (598) 115,818
Proceeds from the exercise of stock options and employee stock purchase plan151
 
 
 
 447
 
 
 447
Issuance of common stock, restricted stock units1,291
 
 
 
 
 
 
 
Net cash paid for payroll taxes on restricted stock unit releases
 
 
 
 (417) 
 
 (417)
Stock-based compensation
 
 
 
 6,748
 
 
 6,748
Net loss
 
 
 
 
 (20,539) 
 (20,539)
Other comprehensive income
 
 
 
 
 
 1,322
 1,322
Balance at June 30, 201891,822
 $8
 (121) $(441) $366,125
 $(263,037) $724
 $103,379
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

SERVICESOURCE INTERNATIONAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSServiceSource International, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
  For the Six Months Ended June 30,
  2018 2017
Cash flows from operating activities    
Net loss $(20,539) $(24,725)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 9,744
 10,801
Amortization of debt discount and issuance costs 4,923
 4,557
Amortization of contract acquisition costs 930
 
Amortization of premium on short-term investments (1,197) (114)
Deferred income taxes 
 148
Stock-based compensation 6,538
 6,912
Restructuring and other 482
 2,901
Impairment loss on investment securities 1,958
 
Other 56
 
Changes in operating assets and liabilities: 
  
Accounts receivable, net 5,593
 12,239
Deferred revenue 174
 (1,119)
Prepaid expenses and other (434) (37)
Contract acquisition costs (878) 
Accounts payable (2,515) (825)
Accrued taxes (472) (664)
Accrued compensation and benefits (1,647) (5,164)
Accrued expenses (1,339) (1,508)
Other liabilities 1,025
 (364)
Net cash provided by operating activities 2,402
 3,038
Cash flows from investing activities:    
Acquisition of property and equipment (7,268) (9,080)
Purchases of short-term investments (480) (37,806)
Sales of short-term investments 133,920
 33,457
Maturities of short-term investments 4,240
 3,025
Net cash provided by (used in) investing activities 130,412
 (10,404)
Cash flows from financing activities 

  
Repayment on capital lease obligations (156) (34)
Proceeds from issuance of common stock 447
 616
Payments related to minimum tax withholdings on restricted stock unit releases (417) (322)
Net cash (used in) provided by financing activities (126) 260
Net increase/(decrease) in cash, cash equivalents and restricted cash 132,688
 (7,106)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 243
 (922)
Cash, cash equivalents and restricted cash, beginning of period 52,633
 48,936
Cash, cash equivalents and restricted cash, end of period $185,564
 $40,908
Supplemental disclosure of non-cash activities:    
Acquisition of property and equipment accrued in accounts payable and accrued expenses $389
 $65
Increase in contract acquisition costs and benefit to accumulated deficit related to adoption of ASC 606 $3,346
 $
Increase in prepaid expenses and other, other liabilities and benefit to accumulated deficit related to adoption of ASC 606 $363
 $
The accompanying notes are an integral part of these Consolidated Financial Statements.

ServiceSource International, Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — Description of Business and Basis of PresentationThe Company
ServiceSource International, Inc. (together with its subsidiaries, the “Company”) is a global leader in outsourced, performance-based customer success and revenue growth solutions. Through the Company’sour people, processes and technology, the Company finds, converts, growswe grow and retainsretain revenue on behalf of its clients—our clients — some of the world’s leading business-to-business companies—companies — in more than 3545 languages. The Company’sOur solutions help itsour clients strengthen their customer relationships, drive improved customer adoption, expansion and retention and minimize churn. The Company’sOur technology platform and best-practice business processes combined with itsour highly-trained, client-focused revenue delivery professionals and data from over 15nearly 20 years of operating experience enable the Companyus to provide itsour clients greater value for itsour customer success services than attained by its clients’our clients' in-house customer success teams.
“ServiceSource,” “the Company,” “we,” “us,” or “our”, as used herein, refer to ServiceSource International, Inc. and its wholly-owned subsidiaries, unless the context indicates otherwise.
The Company’s pay-for-performance model allows its clients to pay for the services through either flat-rate or variable commissions based on the revenue generated by the Company on their behalf. Fixed-fee arrangements are typically used in quick deployments to address discrete target areas of our clients’ needs. The Company also earns revenue through its professional services teams, who assist clients with data optimization, as well as through supporting select existing clients with the Company’s Renew OnDemand application.optimization. The Company’s corporate headquarters is located in Denver, Colorado. The Company has additional U.S. offices in California and Tennessee, and international offices in Bulgaria, Ireland, Japan, Malaysia, Philippines, Singapore and the United Kingdom.

Note 2 — Summary of Significant Accounting Policies
Interim Financial Information
The accompanying unaudited interim condensed consolidated financial statements (“condensed consolidated financial statements”) include the accounts of ServiceSource International, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
These condensed consolidated financial statementsConsolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X without audit.for interim financial information. Accordingly, theythese financial statements do not include all of the information required by U.S. GAAP for annual financial statements. The unaudited condensed consolidated balance sheetConsolidated Balance Sheet as of December 31, 20162017 has been derived from the Company’s audited annual consolidated financial statementsConsolidated Financial Statements included in our Annual Reportannual report on Form 10-K for the year ended December 31, 20162017 filed with the Securities and Exchange Commission (“SEC”) on March 6, 2017. These condensed consolidated financial statements and accompanying notes should be read in conjunction with our annual consolidated financial statements and the notes thereto for the year ended December 31, 2016, included in our Annual Report on Form 10-K.
2, 2018. In the opinion of management, these condensed consolidated financial statementsConsolidated Financial Statements reflect all adjustments, including normal recurring adjustments, management considers necessary for a fair statementpresentation of the Company’s financial position, operating results, and cash flows for the interim periods presented. These Consolidated Financial Statements and accompanying notes should be read in conjunction with our audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2017, included in our annual report on Form 10-K. Interim results are not necessarily indicative of results for the entire year.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim Consolidated Financial Statements include the accounts of ServiceSource International, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statementsConsolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. Also, the results for the interim periods are

New Accounting Standards Issued but not necessarily indicative of results for the entire year.yet Adopted
Recent Accounting PronouncementsLeases
In May 2014,February 2016, the Financial Accounting Standard Board (“FASB”("FASB") issued an Accounting Standard Update ("ASU") that modifies existing accounting standards for lease accounting. The new standard requires a lessee to record a lease asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Leases in which the Company is the lessee will generally be accounted for as operating leases and we will record a lease asset and a lease liability. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The standard requires a modified retrospective transition approach for all capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with an option to use certain transition relief. The Company will adopt this standard effective January 1, 2019, and is in the process of assessing the impact of this standard. 
Comprehensive Income
In February 2018, the FASB issued an ASU that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. The guidance should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this standard will not have a material impact on the Company.
New Accounting Standards UpdateAdopted
Restricted Cash
In November 2016, the FASB issued an ASU that requires companies to combine restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning and end of period total amounts on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard effective January 1, 2018 and the effects of this standard were applied retrospectively to all prior periods presented within these Consolidated Financial Statements. As a result, we include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning and end of period balances on our Consolidated Statements of Cash Flows. For the year ended December 31, 2017 and for the six months ended June 30, 2018 the effect of the change in accounting principle was an increase in cash, cash equivalents and restricted cash of $1.2 million, on our Consolidated Statements of Cash Flows.
Revenue Recognition
In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”)Customers" which amended the existing FASB Accounting Standards Codification.Codification Topic 605 (“ASC 605” or “legacy GAAP") and created Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606"). Under the new standard,ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amountamounts that reflectsreflect the consideration which the entity expects to receive in exchange for those goods or services. The standardASC 606 also specifies that the incremental costs of obtaining a contract with a customer and the costs of fulfilling a contract with a customer (if those costs are not within the scope of another Topic or Sub-Topic) wouldshould be deferred and recognized over the appropriate period of contract performance if they are expected to be recovered. In addition, the standardASC 606 requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The most significant impact to the Company's financial position and results of operations is the timing of expense recognition for certain sales commissions and to a lesser extent, the timing of revenue recognition for certain contracts that include certain performance-based fees. See Impact of Changes in Accounting Policies for additional information regarding the application of this new standard and its impact on our Consolidated Financial Statements.
The Company adopted this standard effective January 1, 2018 utilizing the modified retrospective approach, or the cumulative catch-up transition method and applied ASC 606 to all contracts not completed as of January 1, 2018. The initial adoption impact to the Company’s financial position was not material. Under the transition guidance, permitsthe Company recorded a $3.3 million contract acquisition asset and corresponding offset to the opening accumulated deficit balance related to previously expensed sales commissions. The $3.3 million asset will be expensed over the next four years as follows: $1.5 million in 2018, $0.9 million in 2019, $0.6 million in 2020, and $0.3 million in 2021. Additionally, the Company recorded a $0.4 million net contract asset and corresponding offset to the opening accumulated deficit balance related to previously unrecognized revenue under legacy GAAP which would have been recognized in periods prior to 2018 under ASC 606.

New Accounting Policies upon Adoption of ASC 606
Revenue Recognition
The Company provides a comprehensive suite of selling and professional services to its clients. Selling services involves three categories of selling motions: recurring revenue management, customer success activities and inside sales efforts. Recurring revenue management includes hardware and software maintenance contract renewals, subscription renewals and extensions, asset and contract opportunity management, and sales enablement and quoting solutions. Customer success activities include onboarding, product adoption, health checks, account management and certain service support. Inside sales efforts include lead generation and conversion, cross-sell and upsell activities, technology refresh, warranty conversion, win-backs and recaptures, cloud migration, and client and asset management. Professional services involves providing data integration at scale with our systems and processes, combined with client data enhancement, enablement and optimization.
The Company derives all of its revenue from contracts with clients. Revenue is measured based on the consideration specified in a contract. The Company’s contracts generally contain two methodsdistinct performance obligations that are sold on a variable and/or fixed consideration basis. These two distinct performance obligations are identified as selling services and professional services. The length of adoption: retrospectivelya selling services contract is generally 2-3 years, while professional services performance obligations are generally fulfilled within 90 days. The Company generally invoices its clients for services on a monthly or quarterly basis with 30-day payment terms. The Company recognizes revenue when it satisfies the performance obligations identified in the contract, which is achieved through the transfer of control of the services to the client.
The Company accounts for individual services within a single contract separately if they are distinct. A service is distinct if it is separately identifiable from other services in the contract and if a client can benefit from the service on its own or with other resources that are readily available to the client. The total contract consideration, or transaction price, is allocated between the separate services identified in the contract based on their stand-alone selling price ("SSP"). SSP is determined based on a cost plus margin analysis for selling services and a standard hourly rate card for professional services. For professional services that are contractually priced differently from SSP, the Company estimates the SSP using a standard hourly rate card and allocates a portion of the total contract consideration to reflect professional services revenue at SSP.
The Company’s performance obligations are satisfied over time and revenue is recognized based on monthly or quarterly time increments and the variable volume of closed bookings during the period at the contractual commission rates for selling services, or proportional performance during the period at the SSP for professional services. Because the client simultaneously receives and consumes the benefit of the Company’s selling and professional services as provided, the time increment output method depicts the measure of progress in transferring control of the services to the client.
While multiple selling motions in a contract are performed at various times and patterns throughout the month or quarter and the number of closed bookings vary in any given period, each priortime increment of a service activity is substantially the same and has the same pattern of transfer to the client, and therefore, represents a series of distinct performance obligations that form a single performance obligation. As a result, the Company allocates all variable consideration in a contract to the selling services performance obligation in accordance with the variable consideration allocation exception provisions in ASC 606 (less amounts for which it is probable a significant reversal of revenue will occur when the uncertainties related to the variability are resolved) and applies a single measure of progress to record revenue in the period based on when the output of the variable number of closed bookings occurs or when the variable performance metric is achieved. The Company also applies the optional disclosure exemptions related to variable consideration and the requirement to disclose the remaining transaction price allocated to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation.
Contract Acquisition Costs
To obtain contracts with clients, the Company pays its sales team commissions based in part on the estimated value of the contract. Because these sales commissions are incurred and paid upon contract execution and would not have been incurred or payable otherwise, they are considered incremental costs to acquire the contract; and if expected to be recoverable, are capitalized as contract acquisition costs in the period the contract is executed. Capitalized sales commissions are amortized to sales and marketing expense based on the pattern of transfer of services to which the asset relates over the estimated contract term, generally 2-3 years for a new client or 5 years for long-standing client relationships. The contract acquisition costs asset is evaluated for recoverability and impairment at each reporting period presented (fullthrough the amortization period. The Company does not capitalize incremental acquisition costs for contracts if the amortization period of the asset is one year or less.
Significant Estimates and Judgments
Significant estimates and judgments for revenue recognition and contract acquisition cost capitalization include: identifying and determining distinct performance obligations in contracts with clients, determining the timing of the satisfaction of performance obligations, estimating the timing and amount of variable consideration in a contract and assessing whether it should be constrained in determining the total contract consideration, determining SSP for each performance obligations and the methodology to allocate the total contract consideration to the distinct performance obligations.

Our revenue contracts often include promises to transfer services involving multiple selling motions to a client. Determining whether those services are considered distinct performance obligations and qualify as a series of distinct performance obligations that represent a single performance obligation requires significant judgment. Also, due to the continuous nature of providing services to our clients, judgment is required in determining when control of the services is transferred to the client.
A significant portion of our contracts is based on a pay-for-performance model that provides the Company with commissions and revenue based on a volume of closed bookings each time period and variable consideration if certain performance targets are achieved during a given period of time (such as exceeding quarterly closure rate thresholds or achieving absolute dollar volume sales targets). Significant judgment is required to determine if this type of variable consideration should be constrained, and to what extent, until the risk of a significant revenue reversal is not probable.
We also enter into contracts with multiple performance obligations that incorporate fixed consideration, pay-for-performance commissions and variable bonus commissions. Judgment is required to estimate the amount of variable consideration to include when estimating the total contract consideration and how to allocate the consideration if one of the distinct performance obligations is not sold at SSP.
Impact of Changes in Accounting Policies
The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective method), or retrospectively withapproach by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the guidance recognized atopening accumulated deficit balance as of January 1, 2018. As a result, the date of initial application (modified retrospective method, also knowncomparative information throughout these financial statements has not been adjusted and continues to be reported under legacy GAAP as the cumulative catch-up transition method).  ASU 2014-09 is effective fordisclosed in our 2017 annual report on Form 10-K. As described above, the Company changed its accounting policy for interimrevenue recognition and annual periods beginning after December 15, 2017.certain sales commissions. The qualitative and the quantitative impact of adopting ASC 606 is presented below.

Selling Services
The Company continues to assess the impact of the standard, and has not yet determined whether the standard will have a material impact on our consolidated financial statements. However, we currently believe the most significant impact is from the timing of recognition of certain sales commission expenses, which upon adoption will behistorically recognized as costs over a period of time instead of immediately. We are also in the process of assessing the impact of the new standard on certain of our contracts that include performance-based fees. We currently recognize suchall performance based fees in the period when the specific performance criteria have been met; however, underwas achieved. Under ASC 606, in certain circumstances the new standard we would estimateCompany estimates the variable fees and recognize amounts as control of the promised deliverable is transferred to the client for which it is probable that a significant reversal wouldwill not occur.occur and recognizes these estimated variable fees over the estimated contract life. For certain contracts, this could result in acceleratedthe recognition of the performance-based fees. We do not currently expect our recurringfees sooner than under ASC 605.
Professional Services
Prior to the adoption of ASC 606, the Company recognized revenue management fees, based on a fixed percentage of overall sales value associated withfrom professional services at the service contracts, to be significantly impacted by the new standard.
We will adopt the standard in the first quarter of 2018 using the modified prospective method. We expect to complete our assessment process, including impacts on our processes, systems and financial statement disclosures, bybest estimated selling price upon client acceptance at the end of the fourth quarterimplementation or data integration event due to the short-term nature of 2017.the services, generally 90 days from the start of the services. Under ASC 606, the Company recognizes revenue at SSP over time as control of the service is transferred to the client, resulting in the recognition of professional services fees sooner than under ASC 605.
In February 2016,Sales Commissions
The Company previously recognized a portion of certain sales commissions as sales and marketing expense when it was earned by the FASB issued ASU No. 2016-02 Leases (Topic 842). This standard requires entities that lease assets to recognizeemployee upon obtaining and executing a contract. Under ASC 606, the Company capitalizes this portion of certain sales commissions as contract acquisition costs and amortizes the amount ratably over the contract term for new clients or the estimated life of the client for long-standing client relationships. As a result, sales and marketing expense is recognized later and over a longer period of time than under ASC 605.

The following tables summarize the impacts of adopting ASC 606 on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. The Company continues to assess the impact of the adoption of this authoritative guidance on its consolidated financial statements.    Company's Consolidated Financial Statements:
Cost Basis Equity Investment
 For the Six Months Ended June 30, 2018
 As reported ASC 606 adjustments Balances without adoption of ASC 606
Assets     
Accounts receivable, net$50,583
 $80
 $50,663
Prepaid expenses and other6,081
 (148) 5,933
Contract acquisition costs3,294
 (3,294) 
Other assets4,252
 (85) 4,167
Total assets$64,210
 $(3,447) $60,763
      
Liabilities     
Deferred revenue$
 $2,541
 $2,541
Other current liabilities4,696
 (2,392) 2,304
Total liabilities$4,696
 $149
 $4,845
      
Accumulated deficit$(263,037) $(3,596) $(266,633)
In 2013, the Company made an equity investment in a private company for $4.5 million, which represented less than 5% of the outstanding equity of that company. Based on unfavorable growth trends and declining financial performance of this private company, the Company determined that its investment was fully impaired and recorded a $2.3 million and $2.2 million impairment charge in the third and fourth quarters of 2016, respectively. During the quarter ended September 30, 2017, the Company sold this investment for $2.1 million in cash and recorded the proceeds as a gain in Gain (loss) on cost basis equity investment.
  For the Three Months Ended June 30, 2018
 As Reported ASC 606 adjustments Balances without adoption of ASC 606
Net revenue$61,111
 $222
 $61,333
Cost of revenue42,463
 
 42,463
Gross profit18,648
 222
 18,870
Operating expenses:     
Sales and marketing9,252
 (55) 9,197
Research and development1,780
 
 1,780
General and administrative13,157
 
 13,157
Restructuring and other156
 
 156
Total operating expenses24,345
 (55) 24,290
Loss from operations(5,697) 277
 (5,420)
Interest expense and other, net(2,776) 
 (2,776)
Loss before income taxes(8,473) 277
 (8,196)
Provision for income tax expense(414) 
 (414)
Net loss$(8,887) $277
 $(8,610)
Net loss per common share:     
Basic and diluted$(0.10)
$0.01

$(0.09)
Weighted-average common shares outstanding:







Basic and diluted91,323



91,323
 For the Six Months Ended June 30, 2018
 As Reported ASC 606 adjustments Balances without adoption of ASC 606
Net revenue$119,696
 $61
 $119,757
Cost of revenue84,187
 
 84,187
Gross profit35,509
 61
 35,570
Operating expenses:     
Sales and marketing18,490
 (51) 18,439
Research and development3,296
 
 3,296
General and administrative26,046
 
 26,046
Restructuring and other209
 
 209
Total operating expenses48,041
 (51) 47,990
Loss from operations(12,532) 112
 (12,420)
Interest expense and other, net(5,622) 
 (5,622)
Impairment loss on investment securities(1,958) 
 (1,958)
Loss before income taxes(20,112) 112
 (20,000)
Provision for income tax expense(427) 
 (427)
Net loss$(20,539) $112
 $(20,427)
Net loss per common share:     
Basic and diluted$(0.23) $
 $(0.23)
Weighted-average common shares outstanding:     
Basic and diluted90,843
 
 90,843


 For the Six Months Ended June 30, 2018
 As Reported ASC 606 adjustments Balances without adoption of ASC 606
Cash flows from operating activities     
Net loss$(20,539) $112
 $(20,427)
Adjustments to reconcile net loss to net cash provided by operating activities:  
  
Depreciation and amortization9,744
 
 9,744
Amortization of debt discount and issuance costs4,923
 
 4,923
Amortization of contract acquisition cost930
 (930) 
Amortization of premium on short-term investments(1,197) 
 (1,197)
Stock-based compensation6,538
 
 6,538
Restructuring and other482
 
 482
Impairment loss on investment securities1,958
 
 1,958
Other56
 
 56
Changes in operating assets and liabilities:  
 

Accounts receivable, net5,593
 (80) 5,513
Deferred revenue174
 2,541
 2,715
Contract acquisition costs(878) 878
 
Prepaid expenses and other(434) (129) (563)
Accounts payable(2,515) 
 (2,515)
Accrued taxes(472) 
 (472)
Accrued compensation and benefits(1,647) 
 (1,647)
Accrued expenses(1,339) 
 (1,339)
Other liabilities1,025
 (2,392) (1,367)
Net cash provided by operating activities2,402
 
 2,402
Cash flows from investing activities:     
Net cash provided by investing activities130,412
 
 130,412
Cash flows from financing activities     
Net cash used in financing activities(126) 
 (126)
Net increase in cash, cash equivalents and restricted cash132,688
 
 132,688
Effect of exchange rate changes on cash, cash equivalents and restricted cash243
 
 243
Cash, cash equivalents and restricted cash, beginning of period52,633
 
 52,633
Cash, cash equivalents and restricted cash, end of period$185,564
 $
 $185,564



Note 23Fair Value of Financial Instruments
Cash, Cash Equivalents and Short-TermShort-term Investments
Cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase, including money market funds.purchase. Short-term investments consist of readily marketable debt securities with a remaining maturity of more than three months from time of purchase. The Company classifies all of its cash equivalents and short-term investments as “available for sale,” as these investments are free of trading restrictions and are available for use in the Company’sCompany's daily operations. These marketable securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity. Gains and losses are recognized when realized. When the Company determines that other-than-temporary declines in fair value have occurred, the amount of the decline that is related to a credit loss is recognized in earnings. Gains and losses are determined using the specific identification method. The Company recognized realized gains from the sale of available-for-sale securities of $28,000 for the three and six months ended June 30, 2018 and losses from the sale of available-for-sale securities of $0.2 million for the three and six months ended June 30, 2018. The Company’s realized gains and losses infor the three and ninesix months ended SeptemberJune 30, 2017 and 2016 were insignificant. Gains and losses on available-for-sale securities are recorded in "Other, net" in the Consolidated Statements of Operations. There were no transfers between levels during the six months ended June 30, 2018.
The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates and the Company’s intent to sell, or whether it is more-likely-than-not it will be required to sell the investment before recovery of the investment’s cost basis. The Company intends to sell its investment securities and determined an other-than-temporary impairment occurred as of March 31, 2018. Consequently, a $2.0 million impairment loss was recorded in our Consolidated Statement of Operations for the six months ended June 30, 2018, which represents the difference between the investment securities' amortized cost basis and fair value.

Cash andThe following tables present the Company's cash, cash equivalents, and short-term investments consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands):
September 30, 2017
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair Value
Cash$39,514
 $
 $
 $39,514
Cash equivalents:       
Money market mutual funds71
 
 
 71
Total cash and cash equivalents39,585
 
 
 39,585
Short-term investments:       
Corporate bonds55,874
 60
 (92) 55,842
U.S. agency securities34,644
 
 (255) 34,389
Asset-backed securities23,937
 5
 (48) 23,894
U.S. Treasury securities26,297
 
 (234) 26,063
Total short-term investments140,752
 65
 (629) 140,188
Cash, cash equivalents and short-term investments$180,337
 $65
 $(629) $179,773
December 31, 2016
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair Value
Cash$47,060
 $
 $
 $47,060
Cash equivalents:       
Money market mutual funds632
 
 
 632
Total cash and cash equivalents47,692
 
 
 47,692
Short-term investments:       
Corporate bonds54,827
 19
 (188) 54,658
U.S. agency securities34,658
 
 (281) 34,377
Asset-backed securities26,431
 25
 (23) 26,433
U.S. Treasury securities22,701
 
 (288) 22,413
Total short-term investments138,617
 44
 (780) 137,881
Cash, cash equivalents and short-term investments$186,309
 $44
 $(780) $185,573
The following table summarizes the amortized cost and estimated fair value of money market mutual funds and short-term fixed income securities classified as short-term investments based on stated maturities as of September 30, 2017 (in thousands):
 
Amortized
Cost
 
Estimated
Fair Value
Less than 1 year$12,303
 $12,302
Due in 1 to 3 years128,520
 127,957
Total$140,823
 $140,259
As of September 30, 2017, the Company did not consider any of its investments to be other-than-temporarily impaired.
Note 3 — Fair Value of Financial Instruments
The Company measures certain financial instrumentsby significant investment category measured at fair value on a recurring basis. The Company uses a three-tier fair value hierarchy, which prioritizesbasis (in thousands):
For the inputs used inSix Months Ended June 30, 2018:
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair Value
Level 1(1):
       
Cash and cash equivalents:       
Cash$43,391
 $
 $
 $43,391
Money market mutual funds199
 
 
 199
Total cash and cash equivalents43,590
 
 
 43,590
Level 2(2):
       
Cash equivalents:
 
 
 
U.S. Treasury securities104,794
 6
 
 104,800
Commercial paper4,997
 
 
 4,997
U.S. agency securities30,932
 1
 
 30,933
Total cash equivalents140,723
 7
 
 140,730
Cash and cash equivalents$184,313
 $7
 $
 $184,320
For the valuation methodologies in measuring fair value:Year Ended December 31, 2017:
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair Value
Level 1(1):
       
Cash and cash equivalents:       
Cash$48,712
 $
 $
 $48,712
Money market mutual funds2,677
 
 
 2,677
Total cash and cash equivalents51,389
 
 
 51,389
Level 2(2):
       
Short-term investments:       
Corporate bonds55,763
 1
 (346) 55,418
U.S. agency securities34,640
 
 (410) 34,230
Asset-backed securities21,739
 
 (127) 21,612
U.S. Treasury securities26,292
 
 (371) 25,921
Total short-term investments:138,434
 1
 (1,254) 137,181
Cash, cash equivalents and short-term investments$189,823
 $1
 $(1,254) $188,570
(1) Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities.

(2) Level 2 valuations are based on inputs that are observable, either directly or indirectly, other than quoted prices included within Level 1. Such inputs used in determining fair value for Level 2 valuations include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities 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 valuations are based on information that is unobservable and significant to the overall fair value measurement.
All of the Company’s cash equivalents and short-term investments are classified within Level 1 or Level 2.
The following table presents information aboutsummarizes the Company’s financial instruments that are measured atamortized cost and estimated fair value of money market mutual funds and cash equivalents based on stated maturities as of SeptemberJune 30, 2017 and indicates the fair value hierarchy of the valuation2018 (in thousands):
 Total 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
Cash equivalents:     
Money market mutual funds$71
 $71
 $
Total cash equivalents71
 71
 
Short-term investments:     
Corporate bonds55,842
 
 55,842
U.S. agency securities34,389
 
 34,389
Asset-backed securities23,894
 
 23,894
U.S. Treasury securities26,063
 
 26,063
Total short-term investments140,188
 
 140,188
Cash equivalents and short-term investments$140,259
 $71
 $140,188
 
Amortized
Cost
 
Estimated
Fair Value
Less than 1 year$140,922
 $140,929
Total$140,922
 $140,929
The Company hashad restricted cash of $1.2 million within Other assets, netin "Other assets" in the Consolidated Balance Sheets as of SeptemberJune 30, 20172018 and December 31, 2016.2017. The restricted cash is classified within Level 1.
The following table presents information about the Company’s financial instruments that are measured at fair value as of December 31, 2016 and indicates the fair value hierarchy of the valuation (in thousands):
 Total 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
Cash equivalents:     
Money market mutual funds$632
 $632
 $
Total cash equivalents632
 632
 
Short-term investments:     
Corporate bonds54,658
 
 54,658
U.S. agency securities34,377
 
 34,377
Asset-backed securities26,433
 
 26,433
U.S. Treasury securities22,413
 
 22,413
Total short-term investments137,881
 
 137,881
Cash equivalents and short-term investments$138,513
 $632
 $137,881

The convertible notes issued by the Company in August 2013 are shown onincluded in the accompanying consolidated balance sheetsConsolidated Balance Sheets at their original issuance value, net of unamortized discount and issuance costs, and are not marked to market each period. The approximate fair value of the convertible notes was approximately $148.1 million as of SeptemberJune 30, 20172018 and $145.9 million as of December 31, 2016 was $146.1 million and $143.8 million, respectively.2017. The fair value of the convertible notes was determined using quoted market prices for similar securities which,and are considered Level 2 inputs due to limited trading activity, are considered Level 2 in the fair value hierarchy.activity.
The Company did not have any other financial instruments or long-term debt measured at fair value as of SeptemberJune 30, 20172018 and December 31, 2016.2017.
Note 4 — Debt
Senior Convertible Notes
In August 2013, the Company issued senior convertible notes due 2018 (the “Notes”"Notes") in exchange for gross proceeds of $150.0 million. The Notes will mature on August 1, 2018 and are recorded in current liabilities as Convertible notes, net.in "Convertible notes" in our Consolidated Balance Sheets. During July 2018, the Company paid in full the $150.0 million convertible note maturing August 1, 2018 using proceeds from its short-term investments and operations.
The Notes are governed by an indenture, dated August 13, 2013 (the “Indenture”"Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee. The Notes bear interest at a rate of 1.50% per year payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2014.
The Notes are convertible at an initial conversion rate of 61.6770 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $16.21 per share of common stock, subject to anti-dilution adjustments upon certain specified events as defined in the Indenture. Upon conversion, the Notes will be settled in cash, shares of the Company’s common stock, or any combination thereof, at the Company’s option.
Prior The Notes were not subject to February 1, 2018, the Notes are convertible only upon the following circumstances:
during any calendar quarter commencing after December 31, 2013 (and only during such calendar quarter), if for at least 20 trading days (whether or not consecutive) during the periodrepurchase as of June 30, consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day;
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the applicable conversion rate on each such trading day; or
upon the occurrence of specified corporate events described in the Indenture.
2018. Holders of the Notes may convert their Notes at any time on or after February 1, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.
The holders of the Notes may require the Company to repurchase all or a portion of their Notes at a cash repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest, if any, upon a fundamental change as defined in the Indenture. In addition, upon certain events of default as defined in the Indenture, the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on all the Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. The Notes were not subject to conversion or repurchase at September 30, 2017.
To account for the Notes at issuance, the Company separated the Notes into debt and equity components pursuant to the accounting standards for convertible debt instruments that may be fully or partially settled in cash upon conversion. The fair value of debt component was estimated using an interest rate for nonconvertible debt, with terms similar to the Notes, excluding the conversion feature. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The excess of the principal amount of the Notes over the fair value of the debt component was recorded as a debt discount and a corresponding increase in additional paid-in capital. The debt discount is accreted to interest expense over the term of the Notes using the interest method. The amount recorded to additional paid-in capital is not to be remeasured as long as it continues to meet the conditions of equity classification. Upon issuance of the $150.0 million of Notes, the Company recorded $111.5 million to debt and $38.5 million to additional paid-in capital.
The Company incurred transaction costs of approximately $4.9 million related to the issuance of the Notes. In accounting for these costs, the Company allocated the costs to the debt and equity components in proportion to the allocation of proceeds from the issuance of the Notes to such components. Transaction costs allocated to the debt component of $3.6 million are

recorded within Convertible notes, net, and amortized to interest expense over the term of the Notes. The transaction costs allocated to the equity component of $1.3 million were recorded to additional paid-in capital.
The net carrying amount of the liability component of the Notes consists of the following (in thousands):
September 30, 2017
 December 31, 2016
June 30, 2018 December 31, 2017
Principal amount$150,000
 $150,000
$150,000
 $150,000
Unamortized debt discount(7,569) (13,928)(832) (5,336)
Unamortized debt issuance costs(705) (1,297)(77) (497)
Net carrying amount$141,726
 $134,775
$149,091
 $144,167
The following table presents the interest expense recognized related to the Notes (in thousands):
Three Months Ended
September 30,
 Nine Months Ended
September 30,
For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
2017 2016 2017 20162018 2017 2018 2017
Contractual interest expense at 1.5% per annum$563
 $563
 $1,688
 $1,688
Contractual interest expense at 1.50% per annum$562
 $563
 $1,125
 $1,125
Amortization of debt issuance costs204
 189
 592
 551
214
 197
 420
 388
Accretion of debt discount2,190
 2,028
 6,359
 5,913
2,289
 2,119
 4,504
 4,169
Total$2,957
 $2,780
 $8,639
 $8,152
$3,065
 $2,879
 $6,049
 $5,682
The net proceeds from the Notes were approximately $145.1 million after paymentRevolving Line of the initial purchasers’ discount and offering expense. The Company used approximately $31.4 million of the net proceeds from the Notes to pay the cost of the Note Hedges described below, which was partially offset by $21.8 million of the proceeds from the Company’s sale of the Warrants also described below.Credit
Note Hedges
Concurrent with the issuance of the Notes,During July 2018, the Company entered into note hedges (“Note Hedges”a $40.0 million senior secured revolving line of credit (the “revolver”) withthat allows us to borrow against our domestic receivables as defined in the credit agreement.  The revolver matures July 2021 and bears interest at a variable rate equal to one-month LIBOR plus 2.00% per annum or, at our election, an alternate base rate plus a margin of between 0.50% to 1.00% per annum. The obligations under the credit agreement are secured by substantially all assets of the borrowers and certain bank counterparties, with respect to its common stock. The Company paid $31.4 million for the Note Hedges. The Note Hedges cover approximately 9.25 million sharesof their subsidiaries, including pledges of equity in certain of the Company’s common stock at a strike price of $16.21 per share. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential dilution to the Company’s common stock upon conversion of the Notes and/or offset the cash payment in excess of the principal amount of the Notes the Company is required to make in the event that the market value per share of the Company’s common stock at the time of exercise is greater than the conversion price of the Notes.subsidiaries.
Warrants
Separately, the Company entered into warrant transactions, whereby it sold warrants to the same bank counterparties as the Note Hedges to acquire approximately 9.25 million shares of the Company’s common stock at an initial strike price of $21.02 per share (“Warrants”), subject to anti-dilution adjustments. The Company received proceeds of approximately $21.8 million from the sale of the Warrants. If the fair value per share of the Company’s common stock exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on earnings per share, unless the Company elects, subject to certain conditions, to settle the Warrants in cash.
The amounts paid and received for the Note Hedges and the Warrants have been recorded in additional paid-in capital. The fair value of the Note Hedges and the Warrants are not remeasured through earnings each reporting period.

Note 5 — Commitments and Contingencies
Operating Leases
The Company leases its office space and certain equipment under non-cancelable operating lease agreements with various expiration dates through December 2023. Rent expense for the three and six months ended June 30, 2018 and 2017, was approximately $3.1 million, $2.6 million, $5.8 million and $5.5 million, respectively. Rent income for the three and six months ended June 30, 2018, was approximately $0.5 million and $0.6 million. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid.
San Francisco Sublease
In January 2018, the Company entered into a sublease with a third-party for our San Francisco office space for the remaining term of the operating lease. 
San Francisco Lease
In April 2018, the Company entered into a non-cancelable operating lease agreement for approximately 7,215 rentable square feet in San Francisco.
Future minimum lease payments under a non-cancelable operating leases and rental income under non-cancelable operating sublease as of June 30, 2018 were as follows (in thousands):
Fiscal YearOperating Leases Operating Subleases
Remainder of 2018$5,869
 $915
201910,049
 1,875
20208,798
 1,932
20218,275
 1,989
20225,232
 1,878
Thereafter599
 
Total$38,822
 $8,589
Other Commitments
Future payments under non-cancelable service contract commitments as of June 30, 2018 were as follows (in thousands):
Fiscal Year 
Remainder of 2018$2,735
20196,111
20204,578
202198
Total$13,522
Capital Leases
The Company has capital lease agreements collateralized by the underlying property and equipment that expire through 2021. As of June 30, 2018 and December 31, 2017, the Company had capital leases totaling $2.5 million and $0.1 million, respectively, reflected in "Accrued expenses and Other long-term liabilities" in the Consolidated Balance Sheets. The accumulated depreciation related to assets under capital lease as of June 30, 2018 and December 31, 2017 was $0.6 million and $0.4 million, respectively.
During 2018, the Company entered into separate contracts to finance software licenses and IT equipment.
Future contractual payments under capital leases as of June 30, 2018 were as follows (in thousands):
Fiscal Year 
Remainder of 2018$326
2019874
2020864
2021393
Total$2,457

Letter of Credit
On February 3, 2015, the Company issued a $1.2 million letter of credit in connection with a lease for a San Francisco office facility. The letter of credit is secured by $1.2 million of cash in a money market account which is classified as restricted cash in "Other assets" in the Consolidated Balance Sheets.
Litigation
The Company is subject to various legal proceedings and claims arising in the ordinary course of our business, including the cases discussed below.  Although the results of litigation and claims cannot be predicted with certainty, the Company is currently not aware of any litigation or threats of litigation in which the final outcome could have a material adverse effect on our business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies. As of SeptemberJune 30, 2017,2018, the Company has accrued a $1.5 million reserve relating to our potential liability for currently pending disputes, reflected in Accrued Expenses"Accrued expenses" in the accompanying condensed consolidated balance sheets.

Consolidated Balance Sheets.
On August 23, 2016, the United States District Court for the Middle District of Tennessee granted conditional class certification in a lawsuit originally filed on September 21, 2015 by three former senior sales representatives. The lawsuit, Sarah Patton, et al v. ServiceSource Delaware, Inc., asserts a claim under the Fair Labor Standards Act alleging that certain sales account representatives and senior sales representatives in our Nashville location were not paid for all hours worked and were not properly paid for overtime hours worked.  The complaint also asserts claims under Tennessee state law for breach of contract and unjust enrichment; however, the plaintiffs have not yet filed a motion to certify the state law breach of contract and unjust enrichment claims as a class action. The Company will continue to vigorously defend itself against these claims.


Note 6 — Share Repurchase ProgramRevenues, Contract Asset and Stock-Based CompensationLiability Balances and Contract Acquisition Costs
In August 2015,The following tables present the Board authorizeddisaggregation of revenue from contracts with our clients as follows (in thousands):
Revenue by Performance Obligation
  For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018
Professional services$692
 $2,699
Selling services60,419
 116,997
Total revenue$61,111
 $119,696
Revenue by Geography
  For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018
APJ$9,255
 $16,849
EMEA14,669
 30,191
NALA37,187
 72,656
Total revenue$61,111
 $119,696
Revenue by Contract Pricing
  For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018
Variable consideration$40,428
 $81,271
Fixed consideration20,683
 38,425
Total revenue$61,111
 $119,696

Contract Balances
Once the Company obtains a stock repurchase program (the “Program”) with a maximum authorizationclient contract, the timing of satisfying performance obligations and the receipt of client consideration can be different and will give rise to repurchase upcontract assets and contract liabilities. Contract assets relate to $30.0 million worththe Company’s conditional rights to consideration for services provided but not yet billable at the reporting date. Accounts receivable balances reflected in the Consolidated Balance Sheet as of common stockJune 30, 2018 represent the Company’s unconditional rights to consideration for services provided. Contract asset amounts are transferred to accounts receivables when the rights become unconditional, typically in the same period control of services is transferred to the client and the amount is contractually billable. Contract liabilities primarily relate to the advance consideration received from clients for fixed consideration contracts where transfer of control of the Company. This Program expiredservices has not yet occurred. Contract liability balances generally convert to revenue upon either the satisfaction of professional services obligations or when services under fixed consideration contracts are transferred to the client, typically within six months of being recorded. The contract asset and liability balances as of June 30, 2018 totaled $0.2 million and $2.2 million, respectively, and are not considered material for further disclosure. These contract balances are reflected in "Prepaid expenses and other", "Other current liabilities" and "Other assets" in the Consolidated Balance Sheet as of June 30, 2018.
Transaction Price Allocated to Remaining Performance Obligations
The Company applies the optional disclosure exemption related to variable consideration and the requirement to disclose the remaining transaction price allocated to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation. However, for contracts structured with fixed consideration, this optional disclosure is not available. The Company typically invoices selling services fixed consideration in monthly or quarterly installments over the contract term, which is typically 12 months or less. Contracts with fixed consideration are generally with long-standing client relationships and typically renew annually. Assuming none of the Company’s current contracts with fixed consideration are renewed, we estimate receiving approximately $35.3 million in future selling services fixed consideration as of June 30, 2018. Professional services revenues from fixed consideration are based on August 17, 2017. No shares were repurchasedproportional performance which is typically concluded within 90 days of contract execution. The Company typically bills professional services upfront upon obtaining a client contract. As of June 30, 2018, we estimate $0.4 million in professional services fixed consideration revenue to be recognized through the remainder of 2018.


Contract Acquisition Costs
Certain commissions paid to the Company's sales team upon obtaining a client contract are incremental and recoverable, and capitalized as contract acquisition costs. Under the transition guidance, the Company recorded a $3.3 million contract acquisition asset and corresponding offset to the opening accumulated deficit balance related to previously expensed sales commissions. The $3.3 million contract acquisition asset will be expensed over the next four years as follows: $1.5 million in 2018, $0.9 million in 2019, $0.6 million in 2020, and $0.3 million in 2021. The Company recorded $0.4 million and $0.8 million, respectively, of amortization for the three and six months ended June 30, 2018 related to amounts capitalized upon the adoption of ASC 606.
During the three and six months ended June 30, 2018, the Company capitalized an additional $0.5 million and $0.9 million, respectively, of sales commissions as contract acquisition costs related to contracts obtained during the period. The Company's impairment recognized on the contract costs was insignificant for the three and six months ended June 30, 2018. The weighted average remaining amortization period related to these capitalized costs was 2.3 years. Contract acquisition costs amortization is included in "Sales and marketing" in the Consolidated Statements of Operations.
Applying the practical expedient for amortization periods one year or less, the Company recognizes any incremental costs of obtaining contracts as expense when the cost is incurred. These costs are included in "Sales and marketing" in the Consolidated Statements of Operations.

Note 7 — Stockholders' Equity
2018 PSU Awards
During March 2018, the Company granted performance-based restricted stock unit awards under the Program duringCompany’s 2011 Equity Incentive Plan to certain key executives (the “2018 PSU Awards”). For each 2018 PSU Award, a number of restricted stock units became eligible to vest based on the quarterlevels of achievement of the performance-based conditions, and those restricted stock units that became eligible to vest will vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, except as otherwise provided under certain termination and change-in-control provisions in each award agreement. The aggregate target number of restricted stock units subject to the 2018 PSU Awards was 1.0 million, with an aggregate grant date fair value of $3.9 million.
The performance-based conditions are based upon the Company’s revenue and adjusted EBITDA performance in 2018 against the target goals for such metrics under the Company’s 2018 corporate incentive plan (in each case, “Performance Achievement”), which will each be determined on the date the Company files its annual report on Form 10-K for the year ended September 30, 2017.December 31, 2018. The target number of restricted stock units for each 2018 PSU Award will be divided equally between the two performance metrics. For each performance metric, the number of restricted stock units that become eligible to vest will be: (i) if the applicable Performance Achievement is less than 95.10% of the target revenue goal or less than 70.59% of the target EBITDA goal, no restricted stock units for such performance metric, (ii) if the applicable Performance Achievement is equal to 95.10% of the target revenue goal or 70.95% of the target EBITDA goal, 50% of the target number of restricted stock units for such performance metric, (iii) if the applicable Performance Achievement is equal to 100% of the target revenue and EBITDA goals, 100% of the target number of restricted stock units for such performance metric, or (iv) if the applicable Performance Achievement is at least 103.40% of the target revenue goal or 163.03% of the target EBITDA goal, 150% of the target number of restricted stock units for such performance metric. For each performance metric, if the applicable Performance Achievement falls between any of the thresholds (ii), (iii), and (iv) specified in the previous sentence, the number of restricted stock units that become eligible to vest for such performance metric will be determined via linear interpolation.

Stock-Based Compensation Expense
The following table summarizes the consolidatedpresents stock-based compensation expense included inas allocated within the condensed consolidated statementsCompany's Consolidated Statements of operationsOperations (in thousands):
Three Months Ended
September 30,
 Nine Months Ended
September 30,
For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
2017 2016 2017 20162018 2017 2018 2017
Cost of revenue$385
 $299
 $969
 $1,146
$279
 $294
 $558
 $584
Sales and marketing982
 565
 2,834
 2,152
833
 970
 1,719
 1,852
Research and development42
 106
 107
 448
58
 (35) 122
 65
General and administrative2,074
 1,276
 6,486
 3,695
2,257
 2,466
 4,139
 4,411
Restructuring and other352
 
 352
 
Total stock-based compensation$3,835
 $2,246
 $10,748
 $7,441
$3,427
 $3,695
 $6,538
 $6,912

The above table does not include $0.1 million of capitalized stock-based compensation related to internal-use software duringfor the three months ended SeptemberJune 30, 20172018 and 2016,2017, respectively, and $0.4$0.2 million for the ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, respectively.
Equity Incentive Plan
OptionStock Awards Issued to Employees
The following table presents total options outstanding, granted, exercised, expired or forfeited, as well as total options exercisable (shares and restricted stock activity under the 2011 Equity Incentive Plan for the nine months ended September 30, 2017 was as follows (sharesaggregate intrinsic value in thousands):
   Options Outstanding Restricted Stock
Outstanding
 Shares and Units
Available
for Grant
 Number
of Shares
 Weighted-
Average
Exercise
Price
 Number
of Shares
December 31, 201610,406
 7,495
 $4.63
 4,237
Additional shares reserved under the 2011 Equity Incentive Plan3,527
 
 
 
Granted(2,973) 145
 3.65
 2,828
PSU Additional Goal Shares Achieved(242) 
 
 242
Options exercised/Restricted stock released
 (14) 4.86
 (1,834)
RSU shares withheld for taxes193
 
 
 
Canceled/Forfeited1,499
 (922) 5.47
 (577)
September 30, 201712,410
 6,704
 $4.49
 4,896
 Shares Weighted-Average Option Price Per Share Weighted-Average Fair Value of Options Granted During the Year Weighted-Average Remaining Contractual Life (Years) Intrinsic Value
Issued and outstanding as of December 31, 20176,511
 $4.48
     $7
Granted116
 $3.78
 $1.84
    
Options exercised(31) $3.21
     $32
Expired and/or Forfeited(735) $4.87
      
Issued and outstanding as of June 30, 20185,861
 $4.43
   5.99 $382
Options exercisable as of June 30, 20184,783
 $4.52
   5.65 $248
The weighted average grant-date fair value of employee stock options granted during the three months ended September 30, 2017 and 2016 was $1.74 and $2.30 per share, respectively, and $1.90 and $2.03 per share for the nine months ended September 30, 2017 and 2016, respectively. The unamortized grant date fair value of both stock options andfollowing table summarizes additional information concerning our restricted stock awards totaled $18.0 million at September 30, 2017.units and performance stock units (shares in thousands):
 Shares Weighted-Average Grant Date Fair Value
Unvested as of December 31, 20175,027
 $3.98
Granted3,200
 $3.92
Vested(1)
(1,401) $3.67
Forfeited(500) $4.03
Unvested as of June 30, 20186,326
 $4.01
(1) 1,291 shares of common stock were issued for restricted stock units vested and the remaining 110 shares were withheld for taxes.
Potential shares of common stock that are not included in the determination of diluted net loss per share because they are anti-dilutive for the periods presented consist of weighted stock options, non-vestedunvested restricted stock and shares to be purchased under our Employee Stock Purchase Plan having an anti-dilutive effect of 7.0Plan. The Company excluded from diluted earnings per share the weighted-average common share equivalents related to 5.1 million and 4.67.9 million shares for the

three months ended SeptemberJune 30, 20172018 and 2016,2017, respectively, and 5.85.7 million and 10.46.0 million shares for the ninesix months ended SeptemberJune 30, 2018 and 2017, and 2016, respectively.respectively, because their effect would have been anti-dilutive.


Note 78 — Income Taxes
The Company is subject to taxation in the United StatesU.S. and various state and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses and foreign tax rate differences. IncomeFor the three and six months ended June 30, 2018, the Company recorded income tax expense of $0.4 million. These amounts primarily consistsconsist of income and withholding taxes for foreign and state jurisdictions where the Company has profitable operations, as well as valuation allowance adjustments for certain U.S. tax jurisdictions. No tax benefit was provided for losses incurred in United Statesthe U.S. and Singapore because those losses are offset by a full valuation allowance. The tax years 2010 through 20172018 remain subject to examination by federal, state and foreign tax authorities.
The gross amount of the Company’s unrecognized tax benefits was $0.9 million as of SeptemberJune 30, 20172018 and December 31, 2016,2017, none of which, if recognized, would affect the Company’s effective tax rate.
FASB issued ASU 2018-05, Income Taxes (Topic 740): "Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118" to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cut and Jobs Act (the "Act"). 
At June 30, 2018, the Company has not completed its accounting for all of the tax effects of the Act and has not made an adjustment to the provisional tax benefit recorded under SAB 118 at December 31, 2017. We have estimated our provision for income taxes in accordance with the Act and guidance available as of the date of this filing. Our estimated annual effective tax rate may be adjusted in subsequent interim periods, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, and additional regulatory guidance that may be issued.

Note 89 — Restructuring and Other
In early May 2017, the Company announced a restructuring effort to better align its cost structure with current business and market conditions, including a headcount reduction and the reduction of office space in four locations. The restructuring plan is accounted for in accordance with ASC 420, Exit or Disposal Cost Obligations. The Company recognized restructuring and other charges of $0.5$0.2 million and $6.3 million duringfor the three and ninesix months ended SeptemberJune 30, 2017, respectively. 2018 and $5.7 million for the three and six months ended June 30, 2017.
Severance and other employee costs include stock compensation related to the accelerated vesting of certain equity awards, severance payments, related employee benefits and employee-related legal fees. Lease and other contract termination costs include charges related to lease consolidation and abandonment of spaces no longer utilized and the cancellation of certain contracts with outside vendors. Asset impairments include charges related to leasehold improvements and furniture in spaces vacated or no longer in use. The Company expectsdoes not expect to haveincur additional restructuring and other related expenses through the remaindercharges as of 2017, as restructuring activities targeted at reducing the overall cost structure of the business will continue over several quarters. Also, futureJune 30, 2018. Future cash outlays related to these restructuring activities are expected to total $1.3approximately $1.2 million. These amounts are reflectedreported in Accounts"Accounts payable, Accrued compensation and benefits and Accrued expensesexpenses" in our Consolidated Balance Sheetas of SeptemberJune 30, 2017.2018.
RestructuringThe following table presents restructuring and other liability activities for the period ended September 30, 2017 is summarized as followsreserve activity (in thousands):
 Severance and Other Employee Costs Lease and Other Contract Termination Costs Asset Impairments Total
Restructuring and other liability at January 1, 2017$
 $
 $
 $
Restructuring and other charges3,399
 1,974
 886
 6,259
Cash paid(2,908) (830) 
 (3,738)
Non-cash impairment charges
 
 (886) (886)
Acceleration of stock-based compensation expense in additional paid-in capital(352) 
 
 (352)
Restructuring and other liability at September 30, 2017$139
 $1,144
 $
 $1,283
 Severance and Other Employee Costs Lease and Other Contract Termination Costs Total
Balance as of December 31, 2017$71
 $1,754
 $1,825
Restructuring and other charges120
 89
 209
Cash paid(98) (1,013) (1,111)
Change in estimates and non-cash charges(3) 276
 273
Balance as of June 30, 2018$90
 $1,106
 $1,196

The following table presents costs incurred in connection with this restructuring plan recorded to restructuring and other costs (in thousands):
 For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
 2018 2017 2018 2017
Severance pay and other employee costs$120
 $2,970
 $120
 $2,970
Lease36
 1,859
 89
 1,859
Asset impairment
 886
 
 886
Total$156
 $5,715
 $209
 $5,715






Note 10 — Subsequent Events
GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“nonrecognized subsequent events”). No significant recognized or nonrecognized subsequent events were noted other than those mentioned in “Note 4 - Debt.”


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our unaudited consolidated financial statementsConsolidated Financial Statements and notes thereto which appear elsewhere in this Quarterly Reportquarterly report on Form 10-Q.
This report, including this MD&A, includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended.Forward looking statements may appear throughout this report. These forward-looking statements are generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,”result” and variations of such words or similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, those identified elsewhere in this report and those discussed in the sections of our Annual Report on Form 10-K entitled “Special Note Regarding Forward Looking Statements and Industry Data” and “Risk Factors” and in our other filings with the Securities and Exchange Commission (“SEC”). Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
All dollar amounts expressed as numbers in this MD&A are in millions unless otherwise noted.
OVERVIEWOverview
ServiceSource International, Inc. is a global leader in outsourced, performance-based customer success and revenue growth solutions. Through our people, processes and technology, we find, convert, grow and retain revenue on behalf of our clients—clients — some of the world’s leading business-to-business companies—companies — in more than 3545 languages. Our solutions help our clients strengthen their customer relationships, drive improved customer adoption, expansion and retention and minimize churn. Our technology platform and best-practice business processes combined with our highly-trained, client-focused revenue delivery professionals and data from over 15nearly 20 years of operating experience enable us to provide our clients greater value for our customer success services than attained by our clients’clients' in-house customer success teams.
“ServiceSource,” “the Company,” “we,” “us,” or “our”, as used herein, refer to ServiceSource International, Inc. and its wholly-owned subsidiaries, unless the context indicates otherwise.
Our CEO manages and allocates resources on a company-wide basis as a single segment that is focused on service offerings which integrate data, processes and software technologies.
Basis of Presentation
Net Revenue
Substantially all of our net revenue is attributable to commissions we earn from the sale of renewals of maintenance, support and subscription agreements on behalf of our clients. We generally invoice our clients for our selling services in arrears on a monthly basis for sales commissions and on a quarterly basis for certain performance sales commissions; accordingly, we typically have no deferred revenue related to these services.commissions. We do not set the price, terms or scope of services in the service contracts with end customers and do not have any obligations related to the underlying service contracts between our clients and their end customers.
We also earngenerate revenues from selling professional services. Professional services involves providing data integration at scale with our systems and processes, combined with client data enhancement, enablement and optimization. We typically invoice our clients for professional services on a monthly basis.

Historically, we earned revenue from the sale of subscriptions to our cloud-based applications. To date, subscription revenue has beenis a small percentage of our total revenue. We terminated most of our subscription contracts and expect revenues generated from subscriptions of Renew OnDemand to continue declining for the remainder of 2017. Subscription fees are accounted for separately from commissions, and they are billedbe insignificant in advance over a monthly, quarterly or annual basis. Subscription revenue is recognized ratably over the related subscription term.2018.
We have generatedgenerate a significant portion of our revenue from a limited number of clients. Our top ten customersclients accounted for 67% and 65%68% of our net revenue for the ninesix months ended SeptemberJune 30, 20172018 and 2016, respectively.2017.
The loss of revenue from any of our top clients for any reason, including the failure to renew our contracts, termination of some or all of our services, a change of relationship with any of our key clients or their acquisition, can cause a significant decrease in our revenue.
Our business is geographically diversified. Through the first three quarterssix months of 2017, 64%2018, 61% of our net revenue was earned in North America and Latin America (“NALA”), 24%25% in Europe, Middle East and Africa (“EMEA”) and 12%14% in Asia Pacific Japan (“APJ”). Net revenue for a particular geography generally reflects commissions earned from sales of service contracts managed from our revenue delivery centerscenter in that geography. Predominantly all of the service contracts sold and managed by our revenue delivery centers relate to end customers located in the same geography. In addition, our Kuala Lumpur Manila and Sofia locations arelocation is a revenue delivery centerscenter where we have centralized, for our worldwide operations, the key contract renewal processes that do not require regional expertise, such as client data management and quoting.

Cost of Revenue and Gross Profit
Our cost of revenue expenses includeincludes employee compensation, technology costs, including those related to the delivery of our cloud-based technologies, and allocated overhead costs. Compensation expenseEmployee compensation includes salary, bonus, benefits and stock-based compensation for our dedicated service sales teams. Our allocated overhead includes costs for facilities, information technology and depreciation, including amortization of internal-use software associated with our serviceselling services revenue technology platform and cloud applications. Allocated costs for facilities consist of rent, maintenance and compensation of personnel in our facilities departments. Our allocated costs for information technology include costs associated with third-party data centers where we maintain our data servers, compensation of our information technology personnel and the cost of support and maintenance contracts associated with computer hardware and software. To the extent our client base or business with our existing client base expands, we may need to hire additional service sales personnel and invest in infrastructure to support such growth. Our cost of revenue may fluctuate significantly and increase or decrease on an absolute basis and as a percentage of revenue in the near term, including for the reasons discussed under, “Factors Affecting Our Performance—ImplementationPerformance-Implementation Cycle” in our 2016 Annual Report2017 annual report on Form 10-K.
Operating Expenses
Sales and Marketing. Marketing
Sales and marketing expenses are a significant component of our operating costs and consist primarily of compensation expenses and sales commissions for our sales and marketing staff, amortization of contract acquisition costs, allocated expenses and marketing programs and events. We sell our solutions through our global sales organization, which is organized across three geographic regions: NALA, EMEA and APJ. Our commission plans generally provide that paymentmultiple payments of commissions to our sales representatives based in part on the execution of a client contract and then on a percentage of revenue recorded during the first 18 to 21 months of the contract term. Commissions paid as a percentage of recorded revenue is contingent on theirthe sales representatives' continued employment,employment. We generally capitalize the amounts payable upon contract execution and we recognizeamortize ratably to sales and marketing expense over a period that is generally between the estimated contract signing date and twelve to fourteen months following the executionterm for new clients or estimated life of the applicable contract. Whenclient for long-stand client relationships. Revenue based commissions are paid upon contract signingexpensed to sales and are not contingent on future payments and continued employment, we consider that portion of the commission to be earned and therefore expensed at contract signing.marketing expense each quarter as revenue is recorded.
Research and Development. Development
Research and development expenses consist primarily of employee compensation expense, allocated costs and the cost of third-party service providers. We focus our research and development efforts on developing new products and applications related to our technology platform. We capitalize certain expenditures related to the development and enhancement of internal-use software related to our technology platform.
General and Administrative. Administrative
General and administrative expenses consist primarily of employee compensation expense for our executive, human resources, finance and legal functions and related expenses for professional fees for accounting, tax and legal services, as well as allocated expenses, which consistsconsist of depreciation, amortization of internally developed software, facilitiesfacility and technology costs.

Restructuring and Other.Other
Restructuring and other expenses consist primarily of employees’ severance payments and related employee benefits, stockstock-based compensation related to the accelerated vesting of certain equity awards, related legal fees, asset impairment charges and charges related to leases and other contract termination costs.
Interest Expense, and Other, Net and Gain (Loss)Impairment Loss on Cost Basis Equity Investment Securities
Interest expense. expense
Interest expense consists of interest expense associated with our convertible debt, imputed interest from capital lease payments, accretion of the debt discount and amortization of debt issuance costs. We recognize accretion of the debt discount and amortization of interest costs using the effective interest rate method. We expect our interest expense to increase slightly forgenerally decrease in 2018 due to the remainder of 2017 from accretion of debt discount, amortization of deferred financing costs and contractual interest costs as a resultmaturity of our August 2013 issuance of $150.0 million aggregate principal amount of convertible notes duein August 2018.
Other, net. net
Other, net consists primarily of foreign exchange gains and losses and the interest income earned on our cash, cash equivalents and marketable securities investments.securities. We expect other incomeOther, net to vary depending on the movement in foreign currency exchange rates and the related impact on our foreign exchange gain (loss)gains and losses and the return of interest income on our investments.
Impairment loss on investment securities
Gain (loss) onWhen evaluating debt security investments for impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, equity investment. In 2013, we made an equity investment in a private company for $4.5 million, which represented less than 5%the financial condition of the outstanding equityissuer and any changes thereto, changes in market interest rates and our intent to sell, or whether it is more-likely-than-not we will be required to sell the investment before recovering the investment’s cost basis. We determined to liquidate the majority of that company.our investment securities during the first half of 2018 to have sufficient cash on hand to repay our $150.0 million convertible notes due August 1, 2018. Based on unfavorable growth trends and declining financial performance of this private company,our decision to sell these investment securities, we determined this investment was fully impaired and recordedan other-than-temporary impairment occurred as of March 31, 2018. Consequently, a $2.3 million and $2.2$2.0 million impairment chargeloss was recorded in our Consolidated Statement of Operations for the thirdsix months ended June 30, 2018. The impairment loss represents the difference between the investment securities' amortized cost basis and fourth quarters of 2016, respectively. During the quarter ended September 30, 2017, we sold this investmentfair value.
Provision for $2.1 million in cash and recorded the proceeds as a gain.

Income Tax Provision (Benefit)Benefit (Expense)
We account for income taxes using an asset and liability method, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of temporary differences that currently exist between the tax basis and the financial reporting basis of our taxable subsidiaries’ assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.
We evaluate our ability to realize the tax benefits associated with deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, Income Taxes, wherein management analyzes all positive and negative evidence available at the balance sheet date to determine whether all or some portion of our deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more likely than notmore-likely-than-not (a probability level of more than 50 percent) that they will not be realized. In assessing the realization of our deferred tax assets, we consider all available evidence, both positive and negative, and place significant emphasis on guidance contained in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.”
We account for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. We record an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on our tax returns. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

Results of Operations
The following table sets forthpresents our operating results as a percentage of net revenue:
Three Months Ended
September 30,
 Nine Months Ended
September 30,
2017 2016 2017 2016For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
(as % of net revenue)2018 2017 2018 2017
Net revenue100 % 100 % 100 % 100 %100 % 100 % 100 % 100 %
Cost of revenue70 % 65 % 70 % 67 %69 % 68 % 70 % 70 %
Gross profit30 % 35 % 30 % 33 %31 % 32 % 30 % 30 %
Operating expenses:              
Sales and marketing13 % 14 % 14 % 17 %15 % 15 % 15 % 15 %
Research and development2 % 3 % 3 % 3 %3 % 2 % 3 % 3 %
General and administrative22 % 23 % 23 % 21 %22 % 23 % 22 % 24 %
Restructuring and other1 %  % 4 %  % % 10 %  % 5 %
Total operating expenses38 % 40 % 44 % 41 %40 % 50 % 40 % 47 %
Loss from operations(8)% (5)% (14)% (8)%(9)% (18)% (10)% (17)%

For the Three and Nine Months Ended SeptemberJune 30, 2018 Compared to the Same Period Ended June 30, 2017 and 2016.

Net Revenue, Cost of Revenue and Gross Profit

 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 Change % Change 2017 2016 Change % Change
 (in thousands)   (in thousands)  
Net Revenue$58,132
 $62,514
 $(4,382) (7)% $173,103
 $184,233
 $(11,130) (6)%
Cost of Revenue40,803
 40,789
 14
  % 121,729
 122,568
 (839) (1)%
Gross Profit$17,329
 $21,725
 $(4,396) (20)% $51,374
 $61,665
 $(10,291) (17)%
                
  For the Three Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Net revenue$61,111
 100% $58,262
 100% $2,849
 5 %
Cost of revenue42,463
 69% 39,517
 68% 2,946
 7 %
Gross profit$18,648
 31% $18,745
 32% $(97) (1)%
Net revenue decreased $4.4increased $2.8 million, or 5%, for the three months ended June 30, 2018 compared to the same period in 2017 due to an overall increase in productivity with our existing client base during the second quarter of 2018.
Cost of revenue increased $2.9 million, or 7%, for the third quarter of 2017 compared to the third quarter of 2016. The overall decrease was due to contractions and lower production with certain existing customers that was not offset by production related to expansions and new business in the third quarter of 2017.
Our cost of revenue in the third quarter of 2017 was consistent with the third quarter of 2016 as a result of a $0.9 million decrease in employee related costs as a result of shifting headcount to lower cost offices and locations, all related to our continuous efforts to better align employee costs with revenue, a decrease of $0.5 million in temporary labor and consulting costs, $0.2 million decrease in recruitment costs, $0.4 million decrease in information technology, offset by a $1.2 million increase in depreciation and amortization costs and $0.8 million of overhead allocations.
Gross profit in the third quarter of 2017 decreased by $4.4 million, or 20%,three months ended June 30, 2018 compared to the same period in 2016 which is consistent2017, primarily due to the following:
$2.6 million increase in employee costs related to operational improvements in managed services, new clients and expansion of business with existing clients resulting in an increase in headcount to lower cost locations;
$0.6 million increase in IT costs; and
$0.2 million increase in travel costs due to the increase in new business with our existing client base; partially offset by
$0.4 million decrease in revenue.professional fees and consulting costs.
Net revenueGross profit decreased $11.1 million, or 6%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The overall decrease was due to contractions and lower production with certain existing customers that was not offset by production related to expansions and new business.
The $0.8$0.1 million, or 1%, decrease in our cost of revenue infor the ninethree months ended SeptemberJune 30, 2017 compared to the nine months ended September 30, 2016 reflects a $2.6 million decrease in employee related costs as a result of shifting headcount to lower cost offices and locations, all related to our continuous efforts to better align employee costs with revenue, a decrease of $1.5 million in temporary labor and consulting costs, $0.6 million decrease in recruitment costs, $0.9 million decrease in information technology costs, offset by a $2.6 million increase in depreciation and amortization costs and $2.1 million of overhead allocations.
Gross profit in the nine months ended September 30, 2017 decreased by $10.3 million, or 17%,2018 compared to the same period in 2016, which is2017, due to the increase in lineemployee headcount to support managed services, offset by increased productivity with the decrease in revenue.our existing client base.







Operating Expenses
  For the Three Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Operating expenses:           
Sales and marketing$9,252
 15% $8,620
 15% $632
 7 %
Research and development1,780
 3% 1,243
 2% 537
 43 %
General and administrative13,157
 22% 13,505
 23% (348) (3)%
Restructuring and other156
 % 5,715
 10% (5,559) (97)%
Total operating expenses$24,345
 40% $29,083
 50% $(4,738) (16)%
Stock-based compensation included in operating expenses:Stock-based compensation included in operating expenses:
 For the Three Months Ended June 30,  
2018 2017  
Three Months Ended September 30, Nine Months Ended September 30,Amount Amount $ Change
2017 2016 Change % Change 2017 2016 Change % Change(in thousands) (in thousands) (in thousands)
(in thousands)   (in thousands)  
Operating expenses:               
Sales and marketing$7,829
 $8,847
 $(1,018) (12)% $24,790
 $30,626
 $(5,836) (19)%$833
 $970
 $(137)
Research and development1,048
 1,952
 (904) (46)% 4,534
 6,132
 (1,598) (26)%58
 (35) 93
General and administrative12,543
 14,638
 (2,095) (14)% 40,029
 38,233
 1,796
 5 %2,257
 2,466
 (209)
Restructuring and other545
 
 545
 100 % 6,259
 
 6,259
 100 %
Total operating expenses$21,965
 $25,437
 $(3,472) (14)% $75,612
 $74,991
 $621
 1 %
Includes stock-based compensation of:               
Sales and marketing$982
 $565
 $417
   $2,834
 $2,152
 $682
  
Research and development42
 106
 (64)   107
 448
 (341)  
General and administrative2,074
 1,276
 798
   6,486
 3,695
 2,791
  
Restructuring and other352
 
 352
   352
 
 352
  
Total stock-based compensation$3,450
 $1,947
 $1,503
   $9,779
 $6,295
 $3,484
  $3,148
 $3,401
 $(253)
Sales and Marketing
Sales and marketing expenses
The $1.0expense increased $0.6 million, or 12%7%, decrease in sales and marketing expenses infor the third quarter of 2017three months ended June 30, 2018 compared to the third quartersame period in 2017, primarily due to the following:
$0.5 million increase in contract acquisition costs due to the adoption of 2016 resulted from a $0.7ASC 606, see Notes to the Consolidated Financial Statements “Note 2 - Summary of Significant Accounting Policies” for additional information; and
$0.2 million decreaseincrease in employee related costs a $0.4driven by increases in revenue performance; partially offset by
$0.1 million decrease in travel costsamortization of intangibles that were fully depreciated in 2017.
Research and $0.1 million in overhead allocations, offset by a $0.2 million increase in marketing programs.Development
The $5.8Research and development expense increased $0.5 million, or 19%43%, decrease in sales and marketing expenses infor the ninethree months ended SeptemberJune 30, 20172018 compared to the nine months ended September 30, 2016 resulted from a $4.5same period in 2017, primarily due to the following:
$0.4 million decreaseincrease in employee related costs a $1.3driven by lower capitalization of employee costs due to the migration from our Renew OnDemand platform to PRISM; and
$0.3 million increase in IT costs; partially offset by
$0.2 million decrease in travelfacility costs a $0.1 million decrease in temporary labor and consulting costs, a $0.1 million decrease in recruitment expense and $0.3 million of overhead allocation. These decreases were offset by a $0.6 million increase in marketing programs costs.
Research and development expenses
The $0.9 million, or 46%, decrease in research and development expense in the third quarter of 2017 compared to the third quarter of 2016 was primarily due to a $0.6 million decreasethe restructuring of the Company in employee related costs associated with decrease in headcount and a $0.2 million decrease in temporary labor and $0.1 million decrease in overhead allocations.May 2017.
Internal-use software development capitalization decreased $0.4 million for the three months ended SeptemberJune 30, 20172018 compared to the same period in 2017 primarily due to the migration from our Renew OnDemand platform to PRISM. We expect to continue to invest in our technology platforms to support our service offerings and thus capitalizing internal-use software costs in the future. However, the amount capitalized will depend on the future level of expenditures on our technology platforms.
General and Administrative
General and administrative expense decreased $0.3 million, or 3%, for the three months ended SeptemberJune 30, 2016,2018 compared to the same period in 2017, primarily due to decreased development efforts related to our Renew OnDemand platform.
The $1.6 million, or 26%, decrease in research and development expense in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 was primarily due to $1.5a $0.3 million decrease in employee costs resulting from our efforts to better align our cost structure.

Restructuring and Other
Restructuring and other expense decreased $5.6 million, or 97%, for the three months ended June 30, 2018 compared to the same period in 2017 due to the restructuring of the Company in May 2017.

Interest Expense, Other, Net and Impairment Loss on Investment Securities
  For the Three Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Interest expense$(3,106) (5)% $(2,889) (5)% $(217) 8%
Other, net$330
 1 % $243
  % $87
 36%
Interest expense increased $0.2 million, or 8%, for the three months ended June 30, 2018 compared to the same period in 2017, due to the accretion of debt discount related to the convertible notes issued in August 2013.
Other, net increased $0.1 million, or 36%, for the three months ended June 30, 2018 compared to the same period in 2017, primarily due to foreign currency fluctuations.
Income Tax Provision
  For the Three Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Provision for income tax expense$(414) (1)% $(117) % $(297) *
* Not considered meaningful.
For the three months ended June 30, 2018, the Company recorded income tax expense of $0.4 million. The tax expense resulted primarily from profitable jurisdictions where no valuation allowance has been provided. Income tax expense increased $0.3 million, for the three months ended June 30, 2018 compared to the same period in 2017, due to an increase in profitable operations in certain U.S. and foreign jurisdictions.

For the Six Months Ended June 30, 2018 Compared to the Same Period Ended June 30, 2017
Net Revenue, Cost of Revenue and Gross Profit
 For the Six Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Net revenue$119,696
 100% $114,970
 100% $4,726
 4%
Cost of revenue84,187
 70% 80,926
 70% 3,261
 4%
Gross profit$35,509
 30% $34,044
 30% $1,465
 4%

Net revenue increased $4.7 million, or 4%, for the six months ended June 30, 2018 compared to the same period in 2017 due to an overall increase in productivity with our existing client base during 2018.
Cost of revenue increased $3.3 million, or 4%, for the six months ended June 30, 2018 compared to the same period in 2017, primarily due to the following:

$3.0 million increase in employee costs associatedrelated to operational improvements in managed services, new clients and expansion of business with a decreaseexisting clients resulting in headcount, a $0.1an increase in headcount;
$0.4 million increase in travel cost due to the increase in new business with our existing clients; and
$0.4 million increase in IT costs; partially offset by
$0.7 million decrease in travelprofessional fees and consulting costs.
Gross profit increased $1.5 million, or 4%, for the six months ended June 30, 2018 compared to the same period in 2017 due to increased productivity with our existing client base, offset by an increase in employee headcount to support managed services.

Operating Expenses
 For the Six Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Operating expenses:           
Sales and marketing$18,490
 15% $16,960
 15% $1,530
 9 %
Research and development3,296
 3% 3,485
 3% (189) (5)%
General and administrative26,046
 22% 27,486
 24% (1,440) (5)%
Restructuring and other209
 % 5,715
 5% (5,506) (96)%
Total operating expenses$48,041
 40% $53,646
 47% $(5,605) (10)%
Stock-based compensation included in operating expenses:
 For the Six Months Ended June 30,  
 2018 2017  
 Amount Amount $ Change
 (in thousands) (in thousands) (in thousands)
Sales and marketing$1,719
 $1,852
 $(133)
Research and development122
 65
 57
General and administrative4,139
 4,411
 (272)
Total stock-based compensation$5,980
 $6,328
 $(348)
Sales and Marketing
Sales and marketing expense increased $1.5 million, or 9%, for the six months ended June 30, 2018 compared to the same period in 2017, primarily due to the following:
$0.9 million increase in contract acquisition costs due to the adoption of ASC 606, see Notes to the Consolidated Financial Statements “Note 2 - Summary of Significant Accounting Policies” for additional information; and
$0.8 million increase in employee costs related to operational improvements in managed services, new clients and a $0.1expansion of business with existing clients resulting in an increase in headcount to lower cost locations; partially offset by
$0.4 million decrease in rentmarketing events.
Research and facility expense. These decreases were offset by a $0.1Development
Research and development expense decreased $0.2 million, increase in information technology costs.
Internal-use software development capitalization increased by $0.1 millionor 5%, for the ninesix months ended SeptemberJune 30, 20172018 compared to the nine months ended September 30, 2016,same period in 2017, primarily due to continued development efforts related to our internal managed services platforms.the following:
General and administrative expenses
The $2.1 million, or 14%, decrease in general and administrative expense in the third quarter of 2017 compared to the third quarter of 2016 reflected a $1.0 million decrease in employee related costs, a $0.5$0.4 million decrease in temporary labor and consulting costs, a $0.2 decrease in rent and facility costs, a $0.3 decrease in travel costs, a $0.7 million decrease in overhead allocations and a $1.5 million decrease duerelated to a non-recurring legal reserve recorded in the third quarter of 2016. Offsetting these decreases was a $0.4 million increase in marketing programs, a $0.3 million increase in recruitment costs, $0.3 million increase in information technology costs and a $1.1 million increase in depreciation and amortization costs.migrating customers from our Renew OnDemand platform to PRISM; partially offset by

The $1.8 million, or 5%, increase in general and administrative expense in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 reflected a $1.3$0.3 million increase in employee related costs.

Internal-use software development capitalization decreased $1.1 million, for the six months ended June 30, 2018 compared to the same period in 2017, primarily due to the migration from our Renew OnDemand platform to PRISM. We expect to continue to invest in our technology platforms to support our services offering and thus capitalizing internal-use software costs $0.9in the future. However, the amount capitalized will depend on the future level of expenditures on our technology platforms.
General and Administrative
General and administrative expense decreased $1.4 million, increaseor 5%, for the six months ended June 30, 2018 compared to the same period in recruitment costs, a $0.8 increase in information technology, a $2.9 million increase in depreciation expense and a $0.4 million increase in marketing costs. Offsetting these increases was a $0.82017, primarily due to the following:
$2.0 million decrease in travelemployee compensation costs $0.4 million decrease in temporary labor and consulting fees, $1.5 million decrease relateddue to a non-recurring legal reserve recorded in the third quarter of 2016 and a $1.9 million decrease in overhead allocations.
Restructuring and other expenses
The $0.5 million and $6.3 million increase in restructuring and other in the three and nine months ended September 30, 2017, respectively, compared to the three and nine months ended September 30, 2016 was related tolower headcount resulting from our recognition of restructuring and other charges during the second and third quarter of 2017. During the second quarter we announced an effortefforts to better align our cost structure with current revenue levels.structure;
$0.4 million decrease in facility costs due to the restructuring of the Company in May 2017; partially offset by
$0.6 million increase in training and professional service fees; and
$0.2 million increase in recruiting fees for business expansion.
Restructuring and Other
Restructuring and other expense decreased $5.5 million, or 96%, for the six months ended June 30, 2018 compared to the same period in 2017 due to the restructuring of the Company in May 2017.

Interest Expense, and Other, Net and (Gain)Impairment Loss on Cost Basis Equity Investment
Securities
For the Six Months Ended June 30,    
Three Months Ended September 30, Nine Months Ended September 30,2018 2017    
2017 2016 Change % Change 2017 2016 Change % ChangeAmount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands)   (in thousands)  (in thousands)   (in thousands)   (in thousands)  
Interest expense$2,965
 $2,792
 $173
 6 % $8,672
 $8,191
 $481
 6 %$(6,128) (5)% $(5,707) (5)% $(421) 7 %
Other, net(126) (501) (375) (75)% (1,117) (2,692) (1,575) (59)%$506
  % $990
 1 % $(484) (49)%
(Gain) loss on cost basis equity investment(2,100) 2,300
 (4,400) 191 % (2,100) 2,300
 (4,400) 191 %
Impairment loss on investment securities$(1,958) (2)% $
  % $(1,958) 100 %
Interest expense increased by $0.2decreased $0.4 million, or 6%7%, infor the third quarter of 2017six months ended June 30, 2018 compared to the third quarter of 2016 and wassame period in 2017, due to the increased accretion of debt discount under the effective interest method related to the convertible notes issued in August 2013.
Other, net decreased by $0.4$0.5 million, or 75%49%, infor the threesix months ended SeptemberJune 30, 20172018 compared to the three months ended September 30, 2016,same period in 2017, primarily due to foreign currency fluctuations.
Interest expense increased by $0.5Impairment loss on investment securities decreased $2.0 million, or 6%, in100% for the ninesix months ended SeptemberJune 30, 20172018 compared to the nine months ended September 30, 2016 and wassame period in 2017, due to the increased accretion of debt discount underCompany determining an other-than-temporary-impairment occurred during 2018, an impairment loss based on the effective interest method related todifference between the convertible notes issued in August 2013.
Other, net decreased by $1.6 million, or 59%, ininvestment securities' amortized cost basis and fair value was recorded for the ninesix months ended SeptemberJune 30, 2017 compared to the nine months ended September 30, 2016, primarily due to foreign currency fluctuations.
(Gain) loss on cost basis equity investment of $2.1 million in the three and nine months ended September 30, 2017 is related to the sale of our equity investment in a private company which was originally purchased for $4.5 million we made in 2013. Based on unfavorable growth trends and declining financial performance of this private company, we determined this investment was fully impaired and recorded a $2.3 million and $2.2 million impairment charge in the third and fourth quarters of 2016, respectively.

2018.
Income Tax (Benefit) Provision
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 Change % Change 2017 2016 Change % Change
 (in thousands)   (in thousands)  
Income tax (benefit) provision$(180) $968
 $(1,148) * $227
 $2,505
 $(2,278) *
 For the Six Months Ended June 30,    
 2018 2017    
 Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
 (in thousands)   (in thousands)   (in thousands)  
Provision for income tax expense$(427)  % $(406)  % $(21) *
*Not considered meaningful.
For the third quarter of 2017, we recorded an income tax benefit of approximately $0.2 million. The tax benefit resulted primarily from a taxable loss in a foreign affiliate. Income tax expense decreased in the third quarter of 2017 by $1.1 million compared to the third quarter of 2016 primarily due to state valuation allowance recorded in 2016.

For the ninesix months ended SeptemberJune 30, 2017, we2018, the Company recorded income tax expense of approximately $0.2$0.4 million. This amountThe tax expense resulted primarily represents anticipated taxes infrom profitable jurisdictions where we have profitable operations, including certain U.S. states and foreign jurisdictions.no valuation allowance has been provided. Income tax expense decreased inincreased $21,000, for the third quarter of 2017 by $2.3 millionsix months ended June 30, 2018 compared to the third quarter of 2016 primarilysame period in 2017, due to an increase in profitable operations in certain state deferred tax assets.U.S. and foreign jurisdictions.

As of SeptemberJune 30, 2017,2018, we have recorded a full valuation allowance on our state deferred tax assets. No benefit was provided for losses incurred in U.S. and Singapore because those losses are offset by a full valuation allowance.
Liquidity and Capital Resources
At SeptemberOur primary operating cash requirements include the payment of employee compensation and related costs and costs for our facilities and information technology infrastructure. Historically, we have financed our operations from cash provided by our operating activities, proceeds from common stock offerings and cash proceeds from the exercise of stock options and our employee stock purchase plan. We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.
As of June 30, 2017,2018, we had cash and cash equivalents and short-term investments of $179.8$184.3 million, which primarily consisted of demand deposits, money market mutual funds, corporate bonds and United StatesU.S. government obligations held by well-capitalized financial institutions. In addition, at September 30, 2017, we hadIncluded in cash and cash equivalents of $6.5was $10.2 million held outside of the U.S. by our foreign subsidiaries that was generated by such subsidiaries and which is used to satisfy their current operating requirements. We consider the undistributed earnings of our foreign subsidiaries to be indefinitelyServiceSource Europe Ltd. and ServiceSource International Singapore Pte. Ltd. permanently reinvested in foreign operations and we dohave not have current plans to repatriate theseprovided for U.S. income taxes on such earnings. As of June 30, 2018, the Company had no unremitted earnings to fundfrom our U.S. operations as we have sufficient cash, cash equivalents and short-term investments held in the United States.
Our primary operating cash requirements include the payment of compensation and related costs, working capital requirements related to accounts receivable and accounts payable, as well as costs for our facilities and information technology infrastructure. Historically, we have financed our operations principally from cash provided by our operating activities, proceeds from stock offerings and the exercise of stock options. We believe our existing cash, cash equivalents and short-term investments will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.foreign subsidiaries.
In August 2013, we issued $150$150.0 million aggregate principal amount of 1.50% convertible notes due August 1, 2018 (the “Notes”"Notes") and concurrently entered into convertible notes hedges and separate warrant transactions. The Notes will mature on August 1, 2018, unless converted earlier. Upon conversion, the Notes will be settled in cash, shares of our stock, or any combination thereof, at our option. We received proceeds of $145.1 million from the issuance of the convertible notes, net of associated fees, received $21.8 million from the issuance of the warrants and paid $31.4 million for the note hedges. The Notes were not subject to conversion or repurchase at Septemberas of June 30, 20172018 and are classified as a current liability on our condensed consolidated balance sheet.Consolidated Balance Sheet. We believe we will have sufficient cash and liquid short-term investmentscash equivalents to repay the Note atNotes upon maturity.
Letter of Credit and Restricted Cash
In connection with one of our leased facilities, the Company is required to maintainOn February 3, 2015, we issued a $1.2 million letter of credit.credit in connection with a lease for a San Francisco office facility. The letter of credit is secured by $1.2 million of cash in a money market account which is classified as Other assets, netrestricted cash in our condensed consolidated balance sheet as of September 30, 2017."Other assets" in the Consolidated Balance Sheets.
Summary Cash Flows
The following table sets forthpresents a summary of our cash flowsflows:
  For the Six Months Ended
June 30,
 2018 2017
 (in thousands)
Net cash provided by operating activities$2,402
 $3,038
Net cash provided by (used in) investing activities$130,412
 $(10,404)
Net cash (used in) provided by financing activities$(126) $260
Net increase (decrease) in cash, cash equivalents and restricted cash net of the effect of exchange rates on cash, cash equivalents and restricted cash$132,931
 $(8,028)
Our total depreciation and amortization expense was comprised of the following (in thousands):
 Nine Months Ended
September 30,
 2017 2016
Net cash provided by operating activities$6,516
 $9,706
Net cash used in investing activities(13,707) (23,887)
Net cash provided by (used in) financing activities275
 (4,777)
Net decrease in cash and cash equivalents, net of impact of exchange rate changes on cash(8,107) (20,639)
  For the Three Months Ended June 30, For the Six Months Ended June 30,
 2018 2017 2018 2017
Purchased intangible asset amortization$
 $378
 $85
 $756
Internally developed software amortization3,044
 3,363
 5,876
 6,159
Property and equipment depreciation1,897
 1,928
 3,783
 3,860
Depreciation and amortization4,941
 5,669
 9,744
 10,775
Adjustments and other
 401
 
 26
Total depreciation and amortization$4,941
 $6,070
 $9,744
 $10,801

Operating Activities
Net cash provided by operating activities was $6.5of $2.4 million during the ninesix months ended SeptemberJune 30, 2017. Net loss during2018 was primarily the period was $29.9result of $23.4 million adjusted byof non-cash chargesadjustments of $17.2 million for depreciation and amortization, $7.0 million of amortization of debt discount and issuance costs, $0.2 million for deferred income taxes, $10.4 million for stock-based compensation and impairment of our investment securities, partially offset by our net loss of $20.5 million and a $0.5 million change in operating assets and liabilities. The $0.5 million net change in operating assets and liabilities consisted of cash used in operations from a $2.5 million for restructuringdecrease in accounts payable, a $2.4 million decrease in accrued expenses and other costsliabilities primarily due to payment of bonuses and other employee benefits, a $2.1$1.3 million gain onincrease in prepaid expenses and other assets due to the sale of our cost basis equity investment. Cash provided by operationsincrease in contract assets and contract acquisition costs as a result of the changes in our working capital includeadoption of the new revenue recognition standard as of January 1, 2018, offset by a $12.3$5.6 million decrease in accounts receivable, net. Usesprimarily reflective of increase in collections and decrease of days outstanding on receivables during the period.
Net cash provided by operating activities of $3.0 million during the six months ended June 30, 2017 was primarily the result of $25.2 million of non-cash adjustments of depreciation and amortization, stock-based compensation and restructuring costs and a $2.6 million net change in operating assets and liabilities, partially offset by our net loss of $24.7 million. The $2.6 million net change in operating assets and liabilities consisted of cash were related toprovided by operations from a $2.4$12.2 million decrease in deferred revenue,accounts receivable, primarily reflective of increase in collections and decrease of days outstanding on receivables during the period, partially offset by a $0.8 million decrease in accounts payable, a $0.8$7.7 million decrease in accrued expenses $1.0and other liabilities primarily due to payment of bonuses and other employee benefits and a $1.1 million decrease in accrued taxes, $4.7 million decrease in accrued compensation and benefits and a $1.4 million decrease in other liabilities.deferred revenue.

Investing Activities
Net cash provided by operatinginvesting activities was $9.7increased $140.8 million to $130.4 million during the ninesix months ended SeptemberJune 30, 2016. Net loss during the period was $23.6 million adjusted by non-cash charges of $11.6 million for depreciation and amortization, $6.5 million of amortization of debt discount and issuance costs, $1.7 million for deferred income taxes, $7.4 million for stock-based compensation and a $2.3 million loss on our cost basis equity investment. Cash provided by operations as a result of the changes in our working capital include a $2.8 million decrease in accounts receivable, net, a $0.4 million increase in accounts payable and a $1.7 million increase in accrued expenses. Uses of cash were related2018 compared to a $0.8 million decrease in deferred revenue and a $1.5 million decrease in accrued compensation and benefits
Investing Activities
During the nine months ended September 30, 2017, cash used in investing activities was principallyof $10.4 million during the same period in 2017, primarily due to the following activities:
$101.7 million increase in cash inflows from the sale and maturity of short-term investments;
$37.3 million decrease in cash outflows related to the proceeds from the sale of cost basis equity investment of $2.1 million, net purchase sale and maturities of short-term investments of $2.0during 2017; and
$1.8 million anddecrease in cash outflows related to the acquisition of property and equipment, additions of $13.8 million. Property and equipment additions include $9.8which includes $1.1 million of capitalized internal-usedecreased internally developed software development cost.costs.
During the nine months ended September 30, 2016,Financing Activities
Net cash used in investingfinancing activities was principally relateddecreased $0.4 million to $0.1 million during the net purchase, sale and maturities of short-term investments of $2.7 million and property and equipment additions of $21.2 million. Property and equipment additions include $9.7six months ended June 30, 2018 compared to $0.3 million of capitalized internal-use software development cost.
Financing Activities
Cashcash provided by financing activities of $0.3 millionduring the same period in the nine months ended September 30, 2017, primarily resulteddue to the following activities:
$0.2 million decrease in cash inflows due to proceeds of approximately $0.6 million from the exercise of common stock options and the purchase of common stock under our employee stock purchase plan during 2017 compared to proceeds of $1.1approximately $0.4 million offset byfrom the exercise of stock options and the employee purchase plan during 2018;
$0.1 million increase in cash outflows due to capital lease obligations; and
$0.1 million increase in cash outflows due to the minimum tax withholding requirement of $0.7 million.requirement.
Cash used in financing activities of $4.8 million in the nine months ended September 30, 2016 primarily resulted from the $8.9 million repurchase of common stock offset by the exercise of common stock options and the purchase of common stock under our employee stock purchase plan of $5.0 million.
Off-Balance Sheet Arrangements
We doAs of June 30, 2018 and December 31, 2017, we did not have any relationships with other entities or financial partnerships such as entities often referred to as structured finance or special-purpose entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.


Contractual Obligations and Commitments
There have been no material changes inOur contractual obligations primarily consist of obligations under operating lease agreements for office space, capital lease agreements for IT equipment and non-cancelable service contracts.
The following table summarizes future payments of our contractual obligations as of June 30, 2018 (in thousands):
 Total Less than 1 year 1- 3 years 4- 5 years More than 5 years
Capital lease commitments$2,457
 $767
 $1,572
 $118
 $
Operating lease commitments(1)
38,822
 10,865
 17,988
 9,694
 275
Service contracts13,522
 5,988
 7,534
 
 
Total(2)
$54,801
 $17,620
 $27,094
 $9,812
 $275
(1)In January 2018, the Company entered into a sublease with a third-party for our San Francisco office space for the remaining term of the lease. The future minimum payments through November 30, 2022 under the original lease total approximately $8.5 million and commercial commitments other thanfuture sublease rental income totals approximately $8.6 million over the same period.
(2)Excluded from the table is the income tax liability we recorded for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on our tax returns. As of June 30, 2018, our liability for unrecognized tax benefits was $0.9 million. Reasonably reliable estimate of the amounts and periods of related future payments cannot be made at this time.
The contractual commitment amounts in the ordinary coursetable above are associated with agreements that are enforceable and legally binding, which specify significant terms, included payment terms, related services and the approximate timing of business since the end of fiscal 2016.transaction. Obligations under contracts that we may cancel without a significantly penalty are not included in the above table.
Critical Accounting Policies and Estimates
Management has determinedThe preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our most criticalfinancial statements.  Our discussion and analysis of financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. Estimates, judgments and assumptions are based on historical experiences that we believe to be reasonable under the circumstances.  From time to time, we re-evaluate those estimates and assumptions.
The Company's significant accounting policies are those relateddescribed in "Notes to revenue recognition, stock-based compensation, goodwillthe Consolidated Financial Statements, Note 2 - Summary of Significant Accounting Policies." These policies were followed in preparing the Consolidated Financial Statements for the three and intangible assets and income taxes. There have been no material changes in our critical accounting policies and estimates during the ninesix months ended SeptemberJune 30, 2017 as compared to the critical accounting policies2018 and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” of our Annual Report on Form 10-K forare consistent with the year ended December 31, 20162017, except for the new accounting policies related to the adoption and application of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606") as filed with the SEC on March 6, 2017.of January 1, 2018.

Recent Accounting Pronouncements
The information contained in Note 12 - "Summary of Significant Accounting Policies" to our condensed consolidated financial statementsConsolidated Financial Statements in Item 1 under the heading, “Recent Accounting Pronouncements,” is incorporated by reference into this Item 2.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We believe that there have been no significant changes in our market risk exposures for the ninesix months ended SeptemberJune 30, 2017,2018, as compared with those discussed in our Annual Reportannual report on Form 10-K for the fiscal year ended December 31, 2016.2017.
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the end of the period covered by this report (the “Evaluation Date”).

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b)Changes in Internal Control Over Financial Reporting
There has not been any change in our internal control over financial reporting during the quarter covered by this report that materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
For a discussion of legal proceedings in which we are involved, see "Notes to the Consolidated Financial Statements, Note 5 to our condensed consolidated financial statements- Commitments and Contingencies" appearing elsewhere in this Quarterly Reportquarterly report on Form 10-Q.
Item 1A. Risk Factors
A summary of factors which could affect results and cause results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf, are further described under the caption “Risk Factors” in Part I, Item 1A of our 2016 Annual Report2017 annual report on Form 10-K. There have been no material changes in the nature of these factors since December 31, 2016.2017.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits

Exhibit
Number
Description of Document
3.1*
  
31.1*
  
31.2*
  
32.1*
  
32.2*
  
101
Interactive data files (XBRL) pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20172018 and December 31, 2016,2017, (ii) the Condensed Consolidated Statement of Operations for the three and ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three and ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, (iv) the Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20172018 and 20162017 and (v) the Notes to Condensed Consolidated Financial Statements.
 

* Filed or Furnished herewith.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
SERVICESOURCE INTERNATIONAL, INC.
(Registrant)
    
Date:November 8, 2017August 6, 2018By:/s/ ROBERT N. PINKERTON
   
Robert N. Pinkerton
Chief Financial Officer
(Principal Financial and Accounting Officer)

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