| Significant Accounting Policies | Note 1. Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Support.com, Inc. (the “Company” or “Support.com”, “We” or “Our”) and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated balance sheet as of September 30, 2015 and the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2015 and 2014 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 are unaudited. In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for, and as of, the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period. The condensed consolidated balance sheet information as of December 31, 2014 is derived from audited financial statements as of that date. These financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, t hese unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 6, 2015. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The accounting estimates that require management’s most significant, difficult and subjective judgments include accounting for revenue recognition, the valuation and recognition of investments, the assessment of recoverability of intangible assets and their estimated useful lives, the valuations and recognition of stock-based compensation and the recognition and measurement of current and deferred income tax assets and liabilities. Actual results could differ materially from these estimates. Revenue Recognition For all transactions, we recognize revenue only when all of the following criteria are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred; • Collection is considered probable; and • The fees are fixed or determinable. We consider all arrangements with payment terms longer than 90 days not to be fixed or determinable. If the fee is considered not to be fixed or determinable, revenue is recognized as payment becomes due from the customer provided all other revenue recognition criteria have been met. Services Revenue Services revenue is comprised primarily of fees for technology support services. Our service programs are designed for both the consumer and small and medium business (“SMB”) markets, and include computer and mobile device set-up, security and support, virus and malware removal and wireless network set-up, and automation system onboarding and support. We offer technology services to consumers and SMBs, primarily through our partners (which include communications providers, retailers, technology companies and others) and to a lesser degree directly through our website at www.support.com. We transact with customers via reseller programs, referral programs and direct transactions. In reseller programs, the partner generally executes the financial transactions with the customer and pays a fee to us which we recognize as revenue when the service is delivered. In referral programs, we transact with the customer directly and pay a referral fee to the referring party. Referral fees are generally expensed in the period in which revenues are recognized. In such referral programs, since we are the primary obligor and bear substantially all risks associated with the transaction, we record the gross amount of revenue. In direct transactions, we sell directly to the customer at the retail price. The technology services described above include four types of offerings: · Hourly-Based Services - In connection with the provisions of certain services programs, fees are calculated based on contracted hourly rates with partners. For these programs, we recognize revenue as services are performed, based on billable hours of work delivered by our technology specialists. These services programs also include performance standards, which may result in incentives or penalties, which are recognized as earned or incurred. · Subscription-Based Services - Customers purchase subscriptions or “service plans” under which certain services are provided over a fixed subscription period. Revenues for subscriptions are recognized ratably over the respective subscription periods. · Incident-Based Services - Customers purchase a discrete, one-time service. Revenue recognition occurs at the time of service delivery. Fees paid for services sold but not yet delivered are recorded as deferred revenue and recognized at the time of service delivery. · Service Cards / Gift Cards - Customers purchase a service card or a gift card, which entitles the cardholder to redeem a certain service at a time of their choosing. For these sales, revenue is deferred until the card has been redeemed and the service has been provided. In certain cases, we are paid for services that are sold but not yet delivered. We initially record such balances as deferred revenue, and recognize revenue when the service has been provided or, on the non-subscription portion of these balances, when the likelihood of the service being redeemed by the customer is remote (“services breakage”). Based on our historical redemption patterns for these relationships, we believe that the likelihood of a service being delivered more than 90 days after sale is remote. We therefore recognize non-subscription deferred revenue balances older than 90 days as services revenue. For the three months ended September 30, 2015 and 2014, services breakage revenue accounted for approximately 1% of our total revenue. For the nine months ended September 30, 2015 and 2014, services breakage revenue was approximately 0% and 1% of our total revenue, respectively. Partners are generally invoiced monthly. Fees from customers via referral programs and direct transactions are generally paid with a credit card at the time of sale. Revenue is recognized net of any applicable sales tax. We generally provide a refund period on services, during which refunds may be granted to customers under certain circumstances, including inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5 and 14 days. For referral programs and direct transactions, the refund period is generally 5 days. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material. Services revenue also includes fees from licensing of Nexus ® In addition, s Software and Other Revenue Software and other revenue is comprised primarily of fees for end-user software products provided through direct customer downloads and through the sale of these end-user software products via partners. Our software is sold to customers as a perpetual license or as a fixed period subscription. We act as the primary obligor and generally control fulfillment, pricing, product requirements, and collection risk and therefore we record the gross amount of revenue. For certain end-user software products, we sell perpetual licenses. We provide a limited amount of free technical support to customers. Since the cost of providing this free technical support is insignificant and free product enhancements are minimal and infrequent, we do not defer the recognition of revenue associated with sales of these products. For certain of our end-user software products (principally SUPERAntiSpyware), we sell licenses for a fixed subscription period. We provide regular, significant updates over the subscription period and therefore recognize revenue for these products ratably over the subscription period. Other revenue consists primarily of revenue generated through partners advertising to our customer base in various forms, including toolbar advertising, email marketing, and free trial offers. Cash, Cash Equivalents and Investments All liquid instruments with an original maturity at the date of purchase of 90 days or less are classified as cash equivalents. Cash equivalents and short-term investments consist primarily of money market funds, certificates of deposit, commercial paper, corporate and municipal bonds. Our interest income on cash, cash equivalents and investments is recorded monthly and reported as interest income and other in our condensed consolidated statements of operations. Our cash equivalents and short-term investments are classified as available-for-sale, and are reported at fair value with unrealized gains/losses included in accumulated other comprehensive loss within stockholders’ equity on the condensed consolidated balance sheets. We view our available-for-sale portfolio as available for use in our current operations, and therefore we present our marketable securities as short-term assets. We monitor our investments for impairment on a quarterly basis and determine whether a decline in fair value is other-than-temporary by considering factors such as current economic and market conditions, the credit rating of the security’s issuer, the length of time an investment’s fair value has been below our carrying value, the Company’s intent to sell the security and the Company’s belief that it will not be required to sell the security before the recovery of its amortized cost. If an investment’s decline in fair value is deemed to be other-than-temporary, we reduce its carrying value to its estimated fair value, as determined based on quoted market prices or liquidation values. Declines in value judged to be other-than-temporary, if any, are recorded in operations as incurred. At September 30, 2015, we evaluated our unrealized gains/losses on available-for-sale securities and determined them to be temporary. We currently do not intend to sell securities with unrealized losses and we concluded that we will not be required to sell these securities before the recovery of their amortized cost basis. At September 30, 2015 and December 31, 2014, the fair value of cash, cash equivalents and investments was $68.4 million and $73.8 million, respectively. The following is a summary of cash, cash equivalents and investments at September 30, 2015 and December 31, 2014 (in thousands): As of September 30, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash $ 8,116 $ — $ — $ 8,116 Money market funds 16,471 — — 16,471 Certificates of deposits 3,600 4 — 3,604 Commercial paper 3,994 — — 3,994 Corporate notes and bonds 32,737 6 (23 ) 32,720 U.S. government agency securities 3,498 4 — 3,502 $ 68,416 $ 14 $ (23 ) $ 68,407 Classified as: Cash and cash equivalents $ 26,587 $ — $ — $ 26,587 Short-term investments 41,829 14 (23 ) 41,820 $ 68,416 $ 14 $ (23 ) $ 68,407 As of December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash $ 9,572 $ — $ — $ 9,572 Money market funds 9,859 — — 9,859 Certificates of deposits 3,600 — (5 ) 3,595 Commercial paper 2,996 — — 2,996 Corporate notes and bonds 45,819 — (48 ) 45,771 U.S. government agency securities 2,000 — — 2,000 $ 73,846 $ — $ (53 ) $ 73,793 Classified as: Cash and cash equivalents $ 23,354 $ — $ — $ 23,354 Short-term investments 50,492 — (53 ) 50,439 $ 73,846 $ — $ (53 ) $ 73,793 The following table summarizes the estimated fair value of our available-for-sale securities classified by the stated maturity date of the security (in thousands): September 30, December 31, 2015 2014 Due within one year $ 29,591 $ 41,449 Due within two years 12,229 8,990 $ 41,820 $ 50,439 Fair Value Measurements Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In accordance with ASC 820, the following table represents our fair value hierarchy for our financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): As of September 30, 2015 Level 1 Level 2 Level 3 Total Money market funds $ 16,471 $ — $ — $ 16,471 Certificates of deposits — 3,604 — 3,604 Commercial paper — 3,994 — 3,994 Corporate notes and bonds — 32,720 — 32,720 U.S. government agency securities — 3,502 — 3,502 Total $ 16,471 $ 43,820 $ — $ 60,291 As of December 31, 2014 Level 1 Level 2 Level 3 Total Money market funds $ 9,859 $ — $ — $ 9,859 Certificates of deposits — 3,595 — 3,595 Commercial paper — 2,996 — 2,996 Corporate notes and bonds — 45,771 — 45,771 U.S. government agency securities — 2,000 — 2,000 Total $ 9,859 $ 54,362 $ — $ 64,221 For short-term investments, measured at fair value using Level 2 inputs, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data. We transferred our investments in certificates of deposits from Level 1 to Level 2 during the three months ended March 31, 2014 as a result of a decrease in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. Our policy is to recognize the transfer of financial instruments between levels at the end of our quarterly reporting period. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, investments and trade accounts receivable. Our investment portfolio consists of investment grade securities. Except for obligations of the United States government and securities issued by agencies of the United States government, we diversify our investments by limiting our holdings with any individual issuer. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the consolidated balance sheets. The credit risk in our trade accounts receivable is substantially mitigated by our evaluation of the customers’ financial conditions at the time we enter into business and reasonably short payment terms. For the three months ended September 30, 2015, Comcast (67%) and Office Depot (17%) accounted for 10% or more Comcast (68%) and the combined Office Depot and OfficeMax organization (14%) accounted for 10% or more For the nine months ended September 30, 2015, Comcast (68%) and Office Depot (15%) accounted for 10% or more of our total revenue. For the nine months ended September 30, 2014, Comcast (62%) and the combined Office Depot and OfficeMax organization (16%) accounted for 10% or more of our total revenue. The credit risk in our trade accounts receivable is substantially mitigated by our evaluation of the customers’ financial conditions at the time we enter into business and reasonably short payment terms. As of September 30, 2015, Comcast ( 79 As of December 31, 2014, Comcast (80%) accounted for 10% or more of our total accounts receivable. Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount. We perform evaluations of our customers’ financial conditions and generally do not require collateral. We make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables when collection becomes doubtful. Reserves are made based on a specific review of all significant outstanding invoices. For those invoices not specifically provided for, reserves are recorded at differing rates, based on the age of the receivable. In determining these rates, we analyze our historical collection experience and current payment trends. The determination of past-due accounts is based on contractual terms. At September 30, 2015 and December 31, 2014, we had an allowance for doubtful accounts of approximately two-thousand dollars. Goodwill We test goodwill for impairment annually on September 30 and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other For the quarter ended June 30, 2015, based on various quantitative and qualitative factors which included, among others, the continuing decline in the Company’s market capitalization, the Company determined that sufficient indicators existed warranting a review to determine if the fair value of its single reporting unit had been reduced to below its carrying value. As a result, the Company performed goodwill impairment testing using the required two-step process. The Company determined the fair value of its single reporting unit by using a weighted combination of income-based approach and market-based approach, as this combination was deemed the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income-based approach, the Company used a discounted cash flow methodology which recognizes that current value is premised on the expected receipt of future economic benefits. Indications of value are developed by discounting projected future net cash flows to their present value at a rate that reflects both the current return requirements of the market and the risks inherent in the specific investment. The discounted cash flow methodology requires significant judgment by management in selecting an appropriate discount rate, terminal growth rate, weighted average cost of capital, and projection of future net cash flows, which are inherently uncertain. The inputs and assumptions used in this test are classified as Level 3 inputs within the fair value hierarchy. Due to these significant judgments, the fair value of the Company’s single reporting unit determined in connection with the goodwill impairment test may not necessarily be indicative of the actual value that would be recognized in a future transaction. Under the market-based approach, the Company considered its market capitalization and estimated control premium which was based on a review of comparative market transactions. The result of the Company’s step one test indicated that the carrying value of the Company’s single reporting unit exceeded its estimated fair value. Accordingly, the Company performed the second step test and concluded that its goodwill was fully impaired and thus recorded a non-cash impairment charge of $14.2 million for the quarter ended June 30, 2015. The goodwill impairment charge was reported as a separate line item in the consolidated statements of operations. The tax benefit associated with the goodwill impairment charge was $1.3 million for the three months ended June 30, 2015. The goodwill impairment charge and the associated tax benefit are non-cash in nature and do not affect the Company’s current or future liquidity. Self-Funded Health Insurance Effective January 1, 2015, the Company maintains a self-funded health insurance program with a stop-loss umbrella policy with a third party insurer to limit the maximum potential liability for medical claims. With respect to this program, the Company considers historical and projected medical utilization data when estimating its health insurance program liability and related expense. As of September 30, 2015, the Company had approximately $983,000 in reserve for its self-funded health insurance program. The reserve is included in “other accrued liabilities” in the condensed consolidated balance sheets. The Company regularly analyzes its reserves for incurred but not reported claims and for reported but not paid claims related to its self-funded insurance program. The Company believes its reserves are adequate. However, significant judgment is involved in assessing these reserves such as assessing historical paid claims, average lags between the claims’ incurred date, reported dates and paid dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and any resulting adjustments are included in expense once a probable amount is known. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, which relate entirely to accumulated foreign currency translation losses associated with our foreign subsidiaries and unrealized losses on investments, consisted of the following (in thousands): Foreign Currency Translation Losses Unrealized Losses on Investments Total Balance as of December 31, 2014 $ (1,975 ) $ (53 ) $ (2,028 ) Current-period other comprehensive income (loss) (168 ) 44 (124 ) Balance as of September 30, 2015 $ (2,143 ) $ (9 ) $ (2,152 ) Realized gains/losses on investments reclassified from accumulated other comprehensive loss are reported as interest income and other, net in our consolidated statements of operations. The amounts noted in the consolidated statements of comprehensive income (loss) are shown before taking into account the related income tax impact. The income tax effect allocated to each component of other comprehensive loss for each of the periods presented is not significant. Stock-Based Compensation We apply the provisions of ASC 718, Compensation Stock Compensation The fair value of our stock-based awards was estimated using the following weighted average assumptions for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock Option Plan: Risk-free interest rate 1.3 % 1.4 % 1.3 % 1.6 % Expected term 3.8 years 3.8 years 3.8 years 5.2 years Volatility 51.4 % 57.9 % 54.7 % 57.3 % Expected dividend 0 % 0 % 0 % 0 % Weighted average fair value (per share) $ 0.51 $ 1.07 $ 0.71 $ 1.19 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Employee Stock Purchase Plan: Risk-free interest rate 0.09 % 0.05 % 0.09 % 0.05 % Expected term 0.5 years 0.5 years 0.5 years 0.5 years Volatility 39.25 % 61.07 % 39.25 % 61.07 % Expected dividend 0 % 0 % 0 % 0 % Weighted average fair value (per share) $ 0.38 $ 0.72 $ 0.38 $ 0.72 We recorded the following stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation expense related to grants of: Stock options $ 242 $ 278 $ 747 $ 1,131 Employee Stock Purchase Plan (“ESPP”) 14 20 52 90 Restricted Stock Units (“RSU”) 479 505 1,430 836 $ 735 $ 803 $ 2,229 $ 2,057 Stock-based compensation expense recognized in: Cost of services $ 62 $ 75 $ 187 $ 207 Cost of software and other 2 4 8 10 Research and development 156 145 442 308 Sales and marketing 110 122 276 293 General and administrative 405 457 1,316 1,239 $ 735 $ 803 $ 2,229 $ 2,057 Earnings (Loss) Per Share Basic earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed using our net income (loss) and the weighted average number of common shares outstanding, including the effect of the potential issuance of common stock such as stock issuable pursuant to the exercise of stock options and warrants and vesting of RSUs using the treasury stock method when dilutive. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ (3,871 ) $ (101 ) $ (21,911 ) $ (1,238 ) Basic: Weighted-average shares of common stock outstanding 54,637 54,028 54,465 53,716 Shares used in computing basic loss per share 54,637 54,028 54,465 53,716 Basic loss per share $ (0.07 ) $ (0.00 ) $ (0.40 ) $ (0.02 ) Diluted: Weighted-average shares of common stock outstanding 54,637 54,028 54,465 53,716 Add: Common equivalent shares outstanding — — — — Shares used in computing diluted loss per share 54,637 54,028 54,465 53,716 Diluted loss per share $ (0.07 ) $ (0.00 ) $ (0.40 ) $ (0.02 ) The following potential common shares outstanding were excluded from the computation of diluted loss per share because including them would have been antidilutive (in thousands): As of September 30, 2015 2014 Stock options 3,733 5,446 RSUs 1,788 1,422 Warrants 490 490 Total common share equivalents 6,011 7,358 Warranties and Indemnifications We generally provide a refund period on sales, during which refunds may be granted to consumers under certain circumstances, including our inability to resolve certain support issues. For our partnerships, the refund period varies by partner, but is generally between 5-14 days. For referral programs and direct transactions, the refund period is generally 5 days. For the majority of our end-user software products, we provide a 30-day money back guarantee. For all channels, we recognize revenue net of refunds and cancellations during the period. Refunds and cancellations have not been material to date. We generally agree to indemnify our customers against legal claims that our end-user software products infringe certain third-party intellectual property rights. As of September 30, 2015, we have not been required to make any payment resulting from infringement claims asserted against our customers and have not recorded any related accruals. Financial Statement Reclassification Certain amounts in the consolidated financial statements for the first, second and third quarters of 2014 have been reclassified to conform to the current period’s presentation. Prior to July 1, 2014, fees from Nexus SaaS offering were included in software and other revenue. During the quarter ended September 30, 2014, the Company classified these fees as services revenue. In addition, the Company concluded that cost associated with the Nexus SaaS solution was immaterial and therefore did not reclassify this cost from cost of software and other to cost of services. These reclassifications had no impact on previously reported total revenue, net loss, and cash flows. Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which provides guidance for revenue recognition. ASU 2014-09 is applicable to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 will supersede the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to receive in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current U.S. GAAP. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. |
