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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Support com Inc | NASDAQ:SPRT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.80 | 11.92 | 11.96 | 0 | 01:00:00 |
Delaware
|
|
94-3282005
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S. Employer Identification No.)
|
1521 Concord Pike (US 202), Suite 301, Wilmington, DE
|
|
19803
|
(Address
of Registrant’s Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common
Stock, $.0001 par value
|
|
The NASDAQ Global Select Market
|
Preferred
Stock Purchase Rights
|
|
The NASDAQ Global Select Market
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
|
|
|
|
|
|
|
Emerging growth company
☐
|
|
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
PART I
|
|
|
ITEM 1.
|
Business
|
2
|
ITEM 1A.
|
Risk Factors
|
7
|
ITEM 1B.
|
Unresolved Staff Comments
|
19
|
ITEM 2.
|
Properties
|
19
|
ITEM 3.
|
Legal Proceedings
|
19
|
ITEM 4.
|
Mine Safety Disclosures
|
20
|
PART II
|
21
|
|
ITEM 5.
|
Market for the Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
|
21
|
ITEM 6.
|
Selected Consolidated Financial Data
|
23
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
25
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market
Risk
|
33
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
34
|
|
Report of Independent Registered Public Accounting
Firm
|
35-36
|
ITEM 9.
|
Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures
|
64
|
ITEM 9A.
|
Controls and Procedures
|
64
|
|
Report of Management on Internal Control over Financial
Reporting
|
65
|
ITEM 9B.
|
Other Information
|
65
|
PART III
|
66
|
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
66
|
ITEM 11.
|
Executive Compensation
|
66
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
66
|
ITEM 13.
|
Certain Relationships and Related Transactions and Director
Independence
|
66
|
ITEM 14.
|
Principal Accountant Fees and Services
|
66
|
PART IV
|
67
|
|
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
67
|
Signatures
|
71
|
|
Exhibit Index
|
73
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
|
|
Low
|
High
|
Fiscal Year 2018:
|
|
|
First
Quarter
|
$
2.41
|
$
2.99
|
Second
Quarter
|
$
2.56
|
$
3.15
|
Third
Quarter
|
$
2.63
|
$
3.01
|
Fourth
Quarter
|
$
2.29
|
$
3.03
|
Fiscal Year 2017:
|
|
|
First
Quarter
|
$
1.89
|
$
2.64
|
Second
Quarter
|
$
2.07
|
$
2.63
|
Third
Quarter
|
$
2.01
|
$
2.48
|
Fourth
Quarter
|
$
2.22
|
$
2.61
|
|
12/31/2011
|
12/31/2012
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
12/31/2017
|
12/31/2018
|
Support.com, Inc.
|
$
100.00
|
$
185.33
|
$
168.44
|
$
93.78
|
$
44.89
|
$
38.22
|
$
35.85
|
$
36.44
|
Nasdaq
Composite Index
|
$
100.00
|
$
115.91
|
$
160.32
|
$
181.80
|
$
192.21
|
$
206.63
|
$
264.99
|
$
254.70
|
Nasdaq
Computer Index
|
$
100.00
|
$
112.48
|
$
148.41
|
$
177.91
|
$
189.02
|
$
212.21
|
$
294.48
|
$
283.64
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL DATA.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
|
|
Twelve months ended December 31,
|
|
|
2018
|
2017
|
Services
|
$
64,476
|
$
54,670
|
Software
and other
|
5,073
|
5,451
|
Total
revenue
|
$
69,549
|
$
60,121
|
($
in thousands)
|
2018
|
% Change 2017 to
2018
|
2017
|
Services
|
$
64,476
|
18
%
|
$
54,670
|
Software and
other
|
5,073
|
(7
)%
|
5,451
|
Total revenue
|
$
69,549
|
16
%
|
$
60,121
|
|
Year
Ended December 31
|
|
|
2018
|
2017
|
Services
|
93
%
|
91
%
|
Software
and other
|
7
%
|
9
%
|
Total
revenue
|
100
%
|
100
%
|
($ in thousands)
|
2018
|
%
Change
2017 to
2018
|
2017
|
Cost
of services
|
$
57,396
|
22
%
|
$
47,101
|
Cost
of software and other
|
208
|
(28
)%
|
287
|
Total
cost of revenues
|
$
57,604
|
22
%
|
$
47,388
|
($
in thousands)
|
2018
|
%
Change
2017 to
2018
|
2017
|
Research
and development
|
$
2,780
|
(8
)%
|
$
3,033
|
Sales
and marketing
|
1,823
|
(25
)%
|
2,425
|
General
and administrative
|
7,408
|
(15
)%
|
8,696
|
Amortization
of intangible assets and other
|
—
|
(100
)%
|
16
|
Legal
settlement
|
10,000
|
100
%
|
—
|
Restructuring
|
—
|
(100
)%
|
128
|
Total
operating expenses
|
$
22,011
|
54
%
|
$
14,298
|
($
in thousands)
|
2018
|
%
Change
2017 to
2018
|
2017
|
Interest
income and other, net
|
$
965
|
50
%
|
$
643
|
($
in thousands)
|
2018
|
% Change
2017 to 2018
|
2017
|
Income tax provision (benefit)
|
$
(1
)
|
(100
)%
|
$
604
|
|
Payments
Due By Period
|
|||
|
Total
|
Less
than
1
year
|
1 -
3
Years
|
More
than
3
Years
|
Operating
leases
|
$
501
|
$
273
|
$
228
|
$
—
|
Uncertain
tax positions, including interest and penalties
|
140
|
—
|
—
|
140
|
|
$
641
|
$
273
|
$
228
|
$
140
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
Page
|
|
|
Report
of Plante Moran, PLLC, Independent Registered Public Accounting
Firm
|
35
|
|
|
Report
of EKS&H LLP, Independent Public Accounting Firm
|
36
|
|
|
Consolidated
Statements of Operations
|
38
|
|
|
Consolidated
Statements of Comprehensive Loss
|
39
|
|
|
Consolidated
Statements of Stockholders’ Equity
|
40
|
|
|
Consolidated
Statements of Cash Flows
|
41
|
|
|
Notes
to Consolidated Financial Statements
|
42
|
|
Year
Ended December 31,
|
|
|
2018
|
2017
|
Revenue:
|
|
|
Services
|
$
64,476
|
$
54,670
|
Software
and other
|
5,073
|
5,451
|
Total
revenue
|
69,549
|
60,121
|
Costs
of revenue:
|
|
|
Cost
of services
|
57,396
|
47,101
|
Cost
of software and other
|
208
|
287
|
Total
cost of revenue
|
57,604
|
47,388
|
Gross
profit
|
11,945
|
12,733
|
Operating
expenses:
|
|
|
Research
and development
|
2,780
|
3,033
|
Sales
and marketing
|
1,823
|
2,425
|
General
and administrative
|
7,408
|
8,696
|
Amortization
of intangible assets and other
|
—
|
16
|
Legal
settlement
|
10,000
|
—
|
Restructuring
|
—
|
128
|
Total
operating expenses
|
22,011
|
14,298
|
Loss
from operations
|
(10,066
)
|
(1,565
)
|
Interest
income and other, net
|
965
|
643
|
Loss
from operations, before income taxes
|
(9,101
)
|
(922
)
|
Income
tax provision (benefit)
|
(1
)
|
604
|
Net
loss
|
$
(9,100
)
|
$
(1,526
)
|
|
|
|
Basic
and diluted loss per share
|
|
|
Basic
|
$
(0.48
)
|
$
(0.08
)
|
Diluted
|
$
(0.48
)
|
$
(0.08
)
|
|
|
|
Shares used in
computing per share amounts
|
|
|
Basic
|
18,826
|
18,644
|
Diluted
|
18,826
|
18,644
|
|
Year
Ended December 31,
|
|
|
2018
|
2017
|
|
|
|
Net
loss
|
$
(9,100
)
|
$
(1,526
)
|
|
|
|
Other
comprehensive income:
|
|
|
Change
in foreign currency translation adjustment
|
(414
)
|
264
|
Change
in net unrealized gain (loss) on investments
|
15
|
(43
)
|
Other
comprehensive income (loss)
|
(399
)
|
221
|
|
|
|
Comprehensive
loss
|
$
(9,499
)
|
$
(1,305
)
|
|
Common Stock
|
|
|||||
|
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Treasury
Stock
|
Accumulated
Other Comprehensive
Loss
|
Accumulated
Deficit
|
Total Stockholders’
Shares
|
Balances at
December 31, 2016
|
18,548,180
|
$
2
|
$
267,400
|
$
(5,295
)
|
$
(2,329
)
|
$
(202,470
)
|
$
57,308
|
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(1,526
)
|
(1,526
)
|
Partial shares
in reverse split
|
(40
)
|
|
(1
)
|
|
|
|
(1
)
|
Other
comprehensive income
|
—
|
—
|
—
|
—
|
221
|
—
|
221
|
Stock-based
compensation expense
|
—
|
—
|
430
|
—
|
—
|
—
|
430
|
Issuance of
common stock upon exercise of stock options for cash and releases
of RSUs
|
153,824
|
—
|
|
—
|
—
|
—
|
—
|
Issuance of
common stock under employee stock purchase plan
|
28,018
|
—
|
28
|
—
|
—
|
—
|
28
|
Repurchase of
common stock
|
(1,070
)
|
—
|
—
|
(2
)
|
—
|
—
|
(2
)
|
Balances at
December 31, 2017
|
18,728,912
|
$
2
|
$
267,857
|
$
(5,297
)
|
$
(2,108
)
|
$
(203,996
)
|
$
56,458
|
Net
loss
|
—
|
—
|
—
|
—
|
|
(9,100
)
|
(9,100
)
|
Other comprehensive
income
|
—
|
—
|
—
|
—
|
(399
)
|
—
|
(399
)
|
Stock-based
compensation expense
|
—
|
—
|
680
|
—
|
—
|
—
|
680
|
Issuance of common
stock upon exercise of stock options for cash and releases of
RSUs
|
194,965
|
—
|
185
|
—
|
—
|
—
|
185
|
Issuance of common
stock under employee stock purchase plan
|
31,387
|
—
|
72
|
—
|
—
|
—
|
72
|
Balances at December
31, 2018
|
18,955,264
|
$
2
|
$
268,794
|
(5,297
)
|
$
(2,507
)
|
$
(213,096
)
|
$
47,896
|
|
Year
Ended December 31,
|
|
|
2018
|
2017
|
Operating
activities:
|
|
|
Net
loss
|
$
(9,100
)
|
$
(1,526
)
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
Stock-based
compensation expense
|
680
|
430
|
Amortization
of intangible assets and other
|
-
|
16
|
Amortization
of premiums and discounts on investments
|
176
|
65
|
Depreciation
|
638
|
628
|
Deferred
income taxes
|
-
|
585
|
Loss
on disposal of fixed assets
|
-
|
8
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable, net
|
(341
)
|
(2,384
)
|
Prepaid
expenses and other current assets
|
(210
)
|
417
|
Other
assets
|
159
|
132
|
Accounts
payable
|
(136
)
|
(581
)
|
Accrued
legal settlement
|
10,000
|
-
|
Accrued
compensation
|
257
|
191
|
Other
accrued liabilities
|
(358
)
|
(1,159
)
|
Other
long-term liabilities
|
(85
)
|
(179
)
|
Deferred
revenue
|
(884
)
|
(846
)
|
Net
cash provided by (used in) operating activities
|
796
|
(4,203
)
|
|
|
|
Investing
activities:
|
|
|
Purchases
of property and equipment
|
(208
)
|
(63
)
|
Purchases
of investments
|
(30,049
)
|
(25,795
)
|
Maturities
of investments
|
36,604
|
31,023
|
Net
cash provided by investing activities
|
6,347
|
5,165
|
|
|
|
Financing
activities:
|
|
|
Cash
settlement in stock split
|
-
|
(1
)
|
Proceeds
from exercise of stock options
|
185
|
28
|
Proceeds
from employee stock purchase plan
|
72
|
-
|
Repurchase
of common stock
|
-
|
(2
)
|
Net
cash provided by financing activities
|
257
|
25
|
Net
increase (decrease) in cash and cash equivalents
|
7,400
|
987
|
Effect
of exchange rate changes on cash and cash equivalents
|
(268
)
|
173
|
Cash
and cash equivalents at beginning of year
|
18,050
|
16,890
|
Cash
and cash equivalents at end of year
|
$
25,182
|
$
18,050
|
|
|
|
Supplemental
schedule of cash flow information:
|
|
|
|
|
|
Cash
paid for income taxes
|
$
72
|
$
323
|
|
Balance at
Beginning of
Period
|
Adjustments to
Costs and
Expenses
|
Write-
offs
|
Balance at
End of
Period
|
Allowance
for doubtful accounts:
|
|
|
|
|
Year
ended December 31, 2017
|
$
19
|
$
34
|
$
(44
)
|
$
9
|
Year
ended December 31, 2018
|
$
9
|
$
24
|
$
(20
)
|
$
13
|
|
For the
Year Ended December 31, 2018
|
|||
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
Cash
|
$
8,391
|
$
—
|
$
—
|
$
8,391
|
Money
market fund
|
14,295
|
—
|
—
|
14,295
|
Certificates
of deposit
|
1,171
|
—
|
(1
)
|
1,170
|
Commercial
paper
|
3,986
|
—
|
(1
)
|
3,985
|
Corporate
notes and bonds
|
14,899
|
—
|
(66
)
|
14,833
|
U.S.
government agency securities
|
6,976
|
—
|
(1
)
|
6,975
|
|
$
49,718
|
$
—
|
$
(69
)
|
$
49,649
|
Classified
as:
|
|
|
|
|
Cash
and cash equivalents
|
$
25,182
|
$
—
|
$
—
|
$
25,182
|
Short-term
investments
|
24,536
|
—
|
(69
)
|
24,467
|
|
$
49,718
|
$
—
|
$
(69
)
|
$
49,649
|
|
For the
Year Ended December 31, 2017
|
|||
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
Cash
|
$
7,408
|
$
—
|
$
—
|
$
7,408
|
Money
market fund
|
10,643
|
$
—
|
(1
)
|
10,642
|
Certificates
of deposit
|
1,207
|
—
|
(2
)
|
1,205
|
Commercial
paper
|
2,494
|
—
|
(1
)
|
2,493
|
Corporate
notes and bonds
|
22,846
|
—
|
(76
)
|
22,770
|
U.S.
government agency securities
|
4,719
|
—
|
(4
)
|
4,715
|
|
$
49,317
|
$
—
|
$
(84
)
|
$
49,233
|
Classified
as:
|
|
|
|
|
Cash
and cash equivalents
|
$
18,051
|
$
—
|
$
(1
)
|
$
18,050
|
Short-term
investments
|
31,266
|
—
|
(83
)
|
31,183
|
|
$
49,317
|
$
—
|
$
(84
)
|
$
49,233
|
|
December
31,
|
|
|
2018
|
2017
|
Due
within one year
|
$
20,874
|
$
22,228
|
Due
within two years
|
3,593
|
8,955
|
|
$
24,467
|
$
31,183
|
As
of December 31, 2018
|
In Loss
Position
Less
Than 12 Months
|
In Loss
Position
More
Than 12 Months
|
Total
in
Loss
Position
|
|||
Description
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Certificates
of deposit
|
$
720
|
$
(1
)
|
$
—
|
$
—
|
$
719
|
$
(1
)
|
Corporate
notes and bonds
|
18,883
|
(67
)
|
—
|
—
|
18,816
|
(67
)
|
U.S.
government agency securities
|
6,976
|
(1
)
|
—
|
—
|
6,975
|
(1
)
|
Total
|
$
26,579
|
$
(69
)
|
$
—
|
$
—
|
$
26,510
|
$
(69
)
|
As of December 21, 2017
|
In Loss Position
Less Than 12 Months
|
In Loss Position
More Than 12 Months
|
Total in
Loss Position
|
|||
Description
|
Fair Value
|
Unrealized Losses
|
Fair Value
|
Unrealized Losses
|
Fair Value
|
Unrealized Losses
|
Certificates
of deposit
|
$
718
|
$
(2
)
|
$
—
|
$
—
|
$
718
|
$
(2
)
|
Corporate
notes and bonds
|
16,530
|
(32
)
|
6,947
|
(47
)
|
23,477
|
(79
)
|
U.S.
government agency securities
|
3,720
|
(3
)
|
998
|
—
|
4,718
|
(3
)
|
Total
|
$
20,968
|
$
(37
)
|
$
7,945
|
$
(47
)
|
$
28,913
|
$
(84
)
|
|
Twelve
months ended December 31,
|
|
|
2018
|
2017
|
Services
|
$
64,476
|
$
54,670
|
Software
and other
|
5,073
|
5,451
|
Total
revenue
|
$
69,549
|
$
60,121
|
|
Foreign
Currency
Translation
Losses
|
Unrealized
Gains
(Losses)
on
Investments
|
Total
|
Balance
as of December 31, 2017
|
$
(2,024
)
|
$
(84
)
|
$
(2,108
)
|
Current-period
other comprehensive gain (loss)
|
(414
)
|
15
|
(399
)
|
Balance
as of December 31, 2018
|
$
(2,438
)
|
$
(69
)
|
$
(2,507
)
|
|
Stock
Option Plan
|
Employee
Stock Purchase Plan
|
||
|
2018
|
2017
|
2018
|
2017
|
Risk-free
interest rate
|
2.43
%
|
1.71
%
|
2.31
%
|
0.5
%
|
Expected
term (in years)
|
3.0
|
3.0
|
0.5
|
0.5
|
Volatility
|
41.2
%
|
41.2
%
|
29.0
%
|
39.0
%
|
Expected
dividend
|
0
%
|
0
%
|
0
%
|
0
%
|
Weighted
average grant-date fair value
|
$
0.84
|
$
0.68
|
$
0.67
|
$
0.39
|
As
of December 31, 2018
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Money
market funds
|
$
14,295
|
$
—
|
$
—
|
$
14,295
|
Certificates
of deposit
|
—
|
1,170
|
—
|
1,170
|
Commercial
paper
|
—
|
3,985
|
—
|
3,985
|
Corporate
notes and bonds
|
—
|
14,833
|
—
|
14,833
|
U.S.
government agency securities
|
—
|
6,975
|
—
|
6,975
|
Total
|
$
14,295
|
$
26,963
|
$
—
|
$
41,258
|
As
of December 31, 2017
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Money
market funds
|
$
10,642
|
$
—
|
$
—
|
$
10,642
|
Certificates
of deposit
|
—
|
1,206
|
—
|
1,206
|
Commercial
paper
|
—
|
2,493
|
—
|
2,493
|
Corporate
notes and bonds
|
—
|
22,769
|
—
|
22,769
|
U.S.
government agency securities
|
—
|
4,715
|
—
|
4,715
|
Total
|
$
10,642
|
$
31,183
|
$
—
|
$
41,825
|
|
December
31,
|
|
|
2018
|
2017
|
Computer
equipment and software
|
$
7,143
|
$
6,935
|
Furniture
and office equipment
|
142
|
142
|
Leasehold
improvements
|
348
|
348
|
Construction
in progress
|
—
|
—
|
|
7,633
|
7,425
|
Accumulated
depreciation
|
(6,930
)
|
(6,292
|
|
$
703
|
$
1,133
|
Years
ending December 31,
|
Operating
Leases
|
2019
|
$
273
|
2020
|
158
|
2021
|
70
|
Total
minimum lease and principal payments
|
$
501
|
|
As of
December 31,
|
|
|
2018
|
2017
|
Accrued
expenses
|
$
338
|
$
462
|
Self-insurance
accruals
|
585
|
679
|
Other
accrued liabilities
|
55
|
189
|
Total
other accrued liabilities
|
$
978
|
$
1,330
|
|
Number
of
Shares
|
Weighted
Average
Exercise
Price
per
Share
|
Weighted
Average
Remaining
Contractual
Term (in
years)
|
Aggregate
Intrinsic
Value
(in
thousands)
|
Outstanding
options at December 31, 2016
|
1,381,843
|
$
14.85
|
4.95
|
$
0
|
Granted
|
430,500
|
$
2.291
|
|
|
Exercised
|
(0
)
|
$
-
|
|
|
Forfeited
|
(1,080,153
)
|
$
5.90
|
|
|
Outstanding
options at December 31, 2017
|
732,190
|
$
3.72
|
8.17
|
$
56
|
Granted
|
330,000
|
$
2.75
|
|
|
Exercised
|
(75,022
)
|
$
2.46
|
|
|
Forfeited
|
(183,848
)
|
$
6.14
|
|
|
Outstanding
options at December 31, 2018
|
803,320
|
$
2.89
|
8.43
|
$
54
|
Options
vested and expected to vest
|
786,829
|
$
2.90
|
8.43
|
$
51
|
Exercisable
at December 31, 2018
|
556,487
|
$
3.12
|
8.31
|
$
20
|
Option
Plans Range of Exercise Prices
|
Number
of Outstanding Options
|
Weighted
Average Remaining Contractual Life
|
Weighted
Average Exercise Price
|
|
|
|
|
$
2.29 - $2.29
|
315,330
|
8.52
|
$
2.29
|
$
2.51-$2.52
|
88,105
|
7.37
|
$
2.51
|
$
2.56-$2.57
|
29,208
|
7.45
|
$
2.56
|
$
2.74-$2.74
|
300,000
|
9.15
|
$
2.74
|
$
2.88-$13.44
|
61,549
|
7.06
|
$
6.29
|
$
13.50-$17.67
|
9,128
|
4.62
|
$
16.78
|
|
803,320
|
|
|
|
Number
of Shares
|
Weighted
Average Grant-Date Fair Valueper Share
|
Weighted
Average Remaining Contractual Term
(in
years)
|
Aggregate
Intrinsic Value (in thousands)
|
Outstanding
RSUs at December 31, 2016
|
351,921
|
$
4.59
|
1.06
|
$
908
|
Awarded
|
102,880
|
$
2.43
|
|
|
Released
|
(153,714
)
|
$
3.45
|
|
|
Forfeited
|
(164,758
)
|
$
5.78
|
|
|
Outstanding
RSUs at December 31, 2017
|
136,329
|
$
2.80
|
0.80
|
$
329
|
Awarded
|
90,905
|
$
2.75
|
|
|
Released
|
(119,943
)
|
$
2.79
|
|
|
Forfeited
|
(11,061
)
|
$
2.67
|
|
|
Outstanding
RSUs at December 31, 2018
|
96,230
|
$
2.78
|
0.60
|
$
227
|
|
Year
Ended December 31,
|
|
|
2018
|
2017
|
United
States
|
$
(9,458
)
|
$
(1,541
)
|
Foreign
|
357
|
619
|
Total
|
$
(9,101
)
|
$
(922
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
|
|
(i)
|
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the Company’s assets;
|
|
|
(ii)
|
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, and that the Company’s receipts and
expenditures are being made only in accordance with authorizations
of the Company’s management and directors; and
|
|
|
(iii)
|
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the
financial statements.
|
/s/
RICHARD A. BLOOM
|
|
RICHARD A. BLOOM
President and Chief Executive Officer
|
|
/s/
RICHARD A.
BLOOM
|
|
RICHARD A. BLOOM
Principal Financial Officer
|
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
Exhibit
|
|
Description of Document
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
24.1
|
|
Power of Attorney
(see the signature page of this Form 10-K)
|
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance
Document
|
101.SCH
|
|
XBRL Taxonomy
Extension Schema
|
101.CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy
Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy
Extension Presentation Linkbase
|
|
SUPPORT.COM, INC.
|
|
|
|
|
|
|
March 8,
2019
|
By:
|
/s/
RICHARD A.
BLOOM
|
|
|
|
Richard
A. Bloom
|
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Richard A.
Bloom
|
|
President
and Chief Executive Officer and Director
|
|
March 8,
2019
|
Richard
A. Bloom
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Richard A.
Bloom
|
|
Principal Financial
Officer
|
|
March 8,
2019
|
Richard
A. Bloom
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
/s/
JOSHUA
E. SCHECHTER
|
|
Chairman
of the Board of Directors
|
|
March 8,
2019
|
Joshua
E. Schechter
|
|
|
|
|
|
|
|
|
|
/s/
BRADLEY L.
RADOFF
|
|
Director
|
|
March 8,
2019
|
Bradley
L. Radoff
|
|
|
|
|
|
|
|
|
|
/s/
BRIAN J.
KELLEY
|
|
Director
|
|
March 8,
2019
|
Brian
J. Kelley
|
|
|
|
|
Exhibit
|
Description of Document
|
3.1
|
Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 of Support.coms annual report on
Form 10-K for the year ended December 31,
2001)
|
3.2
|
Certificate of Amendment to Support.coms Amended and Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.1 of Support.coms current report on Form 8-K filed with the SEC
on June 23, 2009)
|
3.3
|
Certificate of Designation of Series A Junior Participating
Preferred Stock of Support.com (incorporated by reference to
Exhibit 3.1 of Support.coms current report on Form 8-K filed with
the SEC on October 14, 2015)
|
3.4
|
Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.1 of Support.coms current report on Form 8-K
filed with the SEC on February 5, 2016)
|
3.5
|
Certificate of Designation of Series B Junior Participating
Preferred Stock, as filed with the Secretary of State of Delaware
on April 21, 2016 (incorporated by reference to Exhibit 3.1 of
Support.coms current report on Form 8-K filed with the SEC on April
21, 2016)
|
3.6
|
Certificate of Amendment to the Restated Certificate of
Incorporation of the Company effective January 20, 2017, filed on
January 13, 2017 (incorporated by reference to Exhibit 3.1 of
Support.coms current report on Form 8-K filed with the SEC on
January 13, 2017
|
4.1
|
Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Support.coms quarterly report on Form 10-Q
for the quarter ended June 30, 2002)
|
4.2
|
Rights Agreement with Computershare Trust Company, N.A., dated
October 13, 2015 (incorporated by reference to Exhibit 4.1 of
Support.coms current report on Form 8-K filed with the SEC on
October 14, 2015).
|
4.3
|
Section 382 Tax Benefits Preservation Plan, dated as of April 20,
2016, by and between Support.com, Inc. and Computershare Trust
Company, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 of Support.coms current report on Form 8-K filed with
the SEC on April 21, 2016)
|
4.4
|
Amendment No. 1, dated as of April 20, 2016, to the Rights
Agreement, dated as of October 13, 2015, by and between
Support.com, Inc. and Computershare Trust Company, N.A., as Rights
Agent (incorporated by reference to Exhibit 4.2 to Support.coms
Form 8-A/A filed with the SEC on April 21, 2016)
|
4.5
|
Certificate of Elimination of the Series A Preferred Stock filed
with the Secretary of State of the State of Delaware on April 21,
2016 (incorporated by reference to Exhibit 4.3 to Support.coms Form
8-A/A filed with the SEC on April 21, 2016)
|
4.6
|
Support.com, Inc. Second Amended and Restated 2010 Equity and
Performance Incentive Plan (incorporated by reference to Appendix B
of Support.com's proxy statement on Schedule 14a, filed with the
SEC on May 12, 2016)
|
10.1*
|
Support.coms amended and restated 2010 Equity and Incentive
Compensation Plan (incorporated by reference to Exhibit 4.1 of
Support.coms current report on Form 8-K filed with the SEC on May
21, 2010)
|
10.2*
|
Support.coms 2011 Employee Stock
Purchase Plan (incorporated by reference to Annex A of Support.coms
definitive proxy statement for Support.coms 2011 annual meeting of
stockholders filed on April 15, 2011)
|
10.3*
|
Support.coms 2014 Inducement Award Plan (incorporated by reference
to Exhibit 10.2 of Support.coms current report on Form 8-K filed
with the SEC on May 19, 2014)
|
10.4*
|
Form of Directors and Officers Indemnification Agreement
(incorporated by reference to Exhibit 10.4 of Support.coms
registration statement on Form S-1 filed with the SEC on
February 18, 2000)
|
10.5*
|
Form of Stock Option Grant Notification for Officers and Employees
(incorporated by reference to Exhibit 10.1(a) of Support.coms
quarterly report on Form 10-Q filed on November 5,
2009).
|
10.6
|
Sublease Agreement with TYCO Healthcare Group LP dated June 7, 2012
(incorporated by reference to Exhibit 10.1 of Support.coms
quarterly report on form 10-Q filed with the SEC on August 8,
2012).
|
10.7
|
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of October 1, 2013 (incorporated by
reference to Exhibit 10.19 of Support.coms annual report on Form
10-K filed with the SEC on March 7, 2014) (1)
|
10.8
|
Statement of Work Number 1 to Master Services Agreement Call
Handling Services between Comcast and Support.com, effective as of
October 1, 2013 (incorporated by reference to Exhibit 10.20 of
Support.coms annual report on Form 10-K filed with the SEC on March
7, 2014) (1)
|
10.9
|
Change Management Form Number 1 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of December 22, 2013 (incorporated by
reference to Exhibit 10.24 of Support.coms annual report on Form
10-K filed with the SEC on March 7, 2014 (1)
|
10.10
|
Amendment Number 1 to Statement of Work Number 1 to Master Services
Agreement Call Handling Services between Comcast and Support.com,
effective as of December 31, 2013 (incorporated by reference to
Exhibit 10.21 of Support.coms annual report on Form 10-K filed with
the SEC on March 7, 2014)
|
10.11
|
Statement of Work Number 2 to Master Services Agreement Call
Handling Services between Comcast and Support.com, effective as of
December 31, 2013 (incorporated by reference to Exhibit 10.22 of
Support.coms annual report on Form 10-K filed with the SEC on March
7, 2014) (1)
|
10.12
|
Statement of Work Number 3 to Master Services Agreement Call
Handling Services between Comcast and Support.com, effective as of
March 21, 2014 (incorporated by reference to Exhibit 10.3 of
Support.coms quarterly report on Form 10-Q filed with the SEC on
May 8, 2014) (1)
|
10.13
|
Change Management Form Number 2 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of February 27, 2014 (incorporated by
reference to Exhibit 10.1 of Support.coms quarterly report on Form
10-Q filed with the SEC on May 8, 2014) (1)
|
10.14
|
Change Management Form Number 3 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of March 4, 2014 (incorporated by
reference to Exhibit 10.2 of Support.coms quarterly report on Form
10-Q filed with the SEC on May 8, 2014) (1)
|
10.15
|
First Change Management Form to Statement of Work Number 3 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of June 4, 2014 (incorporated by
reference to Exhibit 10.1 of Support.coms current report on Form
8-K filed with the SEC on June 11, 2014)
|
10.16
|
Reseller Agreement between Comcast and Support.com, effective as of
June 6, 2014 (incorporated by reference to Exhibit 10.1 of
Support.coms current report on Form 8-K filed with the SEC on June
18, 2014) (1)
|
10.17
|
Change Management Form Number 4 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of September 17, 2014 (incorporated
by reference to Exhibit 10.1 of Support.coms current report on Form
8-K filed with the SEC on October 6, 2014) (1)
|
10.18
|
Change Management Form Number 5 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of September 18, 2014 (incorporated
by reference to Exhibit 10.2 of Support.coms current report on Form
8-K filed with the SEC on October 6, 2014) (1)
|
10.19
|
Statement of Work Number 4 to Master Services Agreement Call
Handling Services between Comcast and Support.com, effective as of
February 6, 2015 (incorporated by reference to Exhibit 10.1 of
Support.coms current report on Form 8-K filed with the SEC on
February 18, 2015) (1)
|
10.20
|
Compensatory Arrangement between Support.com and Jim Stephens for
his term as Executive Chairman and Interim CEO commencing March 25,
2014 (incorporated by reference to Support.coms current report on
Form 8-K filed with the SEC on March 14, 2014
|
10.21
|
Change Management Form Number 6 under Statement of Work Number 3 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of April 6, 2015 (incorporated by
reference to Exhibit 10.2 of Support.coms current report on Form
8-K filed with the SEC on April 9, 2015) (1)
|
10.22
|
Amendment Number 1 to Statement of Work Number 3 to Master Services
Agreement Call Handling Services between Comcast and Support.com,
effective as of June 2, 2015 (incorporated by reference to Exhibit
10.2 of Support.coms current report on Form 8-K filed with the SEC
on July 2, 2015) (1)
|
10.23
|
Change Management Form Number 6 under Statement of Work Number 1 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of November 18, 2015 (incorporated by
reference to Exhibit 10.1 of Support.coms current report on Form
8-K filed with the SEC on November 24, 2015) (1)
|
10.24
|
Change Management Form Number 7 under Statement of Work Number 3 to
Master Services Agreement Call Handling Services between Comcast
and Support.com, effective as of November 18, 2015 (incorporated by
reference to Exhibit 10.2 of Support.coms current report on Form
8-K filed with the SEC on November 24, 2015) (1)
|
10.25
|
Form of Directors and Officers Indemnification Agreement
(incorporated by reference to Exhibit 10.1 of Support.coms
current report on Form 8-K filed with the SEC on December 10,
2015).
|
10.26
|
Change Management Form Number 1 to Master Services Agreement Call
Handling Services between Comcast and Support.com, effective as of
December 15, 2015 (incorporated by reference to Exhibit 10.1 of
Support.coms current report on Form 8-K filed with the SEC on
December 16, 2015) (1)
|
10.27
|
Amendment to Master Services Agreement Call Handling Services
between Comcast and Support.com, Inc. effective as of May 23, 2016
(incorporated by reference to Exhibit 10.1 of Support.coms current
report on Form 8-K filed with the SEC on May 26, 2016)
|
10.28
|
Change Management Form #8 to Statement of Work #1, between Comcast
and Company, signed June 2, 2016 (incorporated by reference to
Exhibit 10.1 of Support.coms current report on Form 8-K filed with
the SEC on June 7, 2016) (1)
|
10.29
|
Change Management Form #8 to Statement of Work #3, between Comcast
and Company, signed June 2, 2016 (incorporated by reference to
Exhibit 10.2 of Support.coms current report on Form 8-K filed with
the SEC on June 7, 2016) (1)
|
10.30
|
Change Management Form #9 to Statement of Work #3, between Comcast
and Support.com, signed July 13, 2016 (incorporated by reference to
Exhibit 10.1 of Support.coms current report on Form 8-K filed with
the SEC on July 29, 2016) (1)
|
10.31
|
Separation Agreement and General Release, dated October 31, 2016,
by and between Support.com, Inc. and Elizabeth M. Cholawsky
(incorporated by reference to Exhibit 10.1 of Support.coms current
report on Form 8-K filed with the SEC on November 1,
2016)
|
10.32
|
Change Management Form #7 to Statement of Work #1, between Comcast
and Company, signed December 9, 2016 (incorporated by reference to
Exhibit 10.1 of Support.coms current report on Form 8-K filed with
the SEC on December 20, 2016) (1)
|
10.33
|
Change Management Form #10 to Statement of Work #3, between Comcast
and Support.com, signed December 9, 2016 (incorporated by reference
to Exhibit 10.2 of Support.coms current report on Form 8-K filed
with the SEC on December 20, 2016)
(1)
|
10.34
|
Lease Agreement between HCP LS Redwood City, LLC and the Company
dated December 20, 2016 (incorporated by reference to Exhibit 10.36
of Support.coms annual report on Form 10-K filed with the SEC on
March 7, 2017)
|
10.35*
|
Employment Offer Letter between Rick Bloom and Support.com, Inc.,
dated December 21, 2016 and effective as of October 28, 2016
(incorporated by reference to Exhibit 10.1 of Support.coms current
report on Form 8-K filed with the SEC on December 22,
2016)
|
10.36
|
Change Management Form #11 to Statement of Work #3, between Comcast
and Company, signed February 6, 2017 (incorporated by reference to
Exhibit 10.1 of Support.coms Form 8-K filed with the SEC on
February 10, 2017) (1)
|
10.37
|
Change Management Form #12 to Statement of Work #3, between Comcast
and Company, signed March 7, 2017 (incorporated by reference to
Exhibit 10.1 of Support.coms Form 8-K filed with the SEC on March
16, 2017) (1)
|
10.38
|
Change Management Form #9 to Statement of Work #1, between Comcast
and Company, signed February 24, 2017 (incorporated by reference to
Exhibit 10.2 of Support.coms Form 8-K filed with the SEC on March
16, 2017) (1)
|
10.39
|
Change Management Form #13 to Statement of Work #3, between Comcast
and Company, signed February 24, 2017 (incorporated by reference to
Exhibit 10.3 of Support.coms Form 8-K filed with the SEC on March
16, 2017) (1)
|
10.40
|
Change Management Form #14 to Statement of Work #3, between Comcast
and Company, signed February 24, 2017 (incorporated by reference to
Exhibit 10.4 of Support.coms Form 8-K filed with the SEC on March
16, 2017) (1)
|
10.41
|
Standard Sublease between the Company and NantMobile, LLC dated
April 29, 2017 (incorporated by reference to Exhibit 10.1 of
Support.coms Form 8-K filed with the SEC on May 3,
2017)
|
10.42
|
Change Management Form 15 to Statement of Work #3, between Comcast
and Company, signed May 17, 2017 (incorporated by reference to
Exhibit 10.1 of Support.coms Form 8-K filed with the SEC on May 23,
2017) (1)
|
10.43
|
Change Management Form to Statement of Work #3 between Comcast and
Company, signed July 6, 2017 (incorporated by reference to Exhibit
10.1 of Support.coms Form 8-K filed with the SEC on July 13,
2017)(1)
|
10.44
|
Amendment #3 to Master Services Agreement Call Handling Services
between Comcast and Company, entered into on July 24, 2017
(incorporated by reference to Exhibit 10.1 of Support.coms Form 8-K
filed with the SEC on July 27, 2017)
|
10.45
|
Change Management Form to Statement of Work #1 and Statement of
Work #3 between Comcast and Company, signed August 10, 2017
(incorporated by reference to Exhibit 10.1 of Support.coms Form 8-K
filed with the SEC on August 23, 2017)
|
10.47
|
Change Management Form to Statement of Work #3 between Comcast and
Company, signed August 10, 2017 (incorporated by reference to
Exhibit 10.2 of Support.coms Form 8-K filed with the SEC on August
23, 2017) (1)
|
10.48
|
Settlement Agreement (Consent Order) between the U.S. Federal Trade
Commission and Company entered into on November 6, 2018
(incorporated by reference to Support.com’s current report on
Form 8-K filed with the SEC on November 7, 2018)
|
10.49
|
Extension of Lease Agreement between the Company and Mariposa
Building, LLC executed on February 21, 2019 (incorporated by
reference to Exhibit 10.1 of Support.com’s Form 8-K filed
with the SEC on February 26, 2019)
|
21.1
|
|
23.1
|
|
24.1
|
Power
of Attorney (see the signature page of this
Form 10-K)
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101.INS
|
XBRL
Instance Document
|
101.SCH
|
XBRL
Taxonomy Extension Schema
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase
|
1 Year Support com Chart |
1 Month Support com Chart |
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