10-K 1 form10k.htm SUPPORT.COM INC 10-K 12-31-2011 form10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2011
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from              to
Commission File No. 000-30901
SUPPORT.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
94-3282005
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
1900 Seaport Boulevard, 3rd Floor, Redwood City, CA
 
94063
(Address of Registrant’s Principal Executive Offices)   (Zip Code)
 
Registrant’s telephone number including area code: (650) 556-9440
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $.0001 par value
 
The NASDAQ Global Select Market
 
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
    (Do not check if a smaller reporting company)  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x   No  o
The aggregate market value of the registrant’s common stock, $.0001 par value, held by non-affiliates of the registrant was approximately $232,422,557 based on the closing price of $4.80 per share as of June 30, 2011. Shares of common stock held by each executive officer, director, and stockholders known by the registrant to own 10% or more of the outstanding stock based on Schedule 13G filings and other information known to us, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
As of February 29, 2012, there were 48,470,283 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
 
Part III, Items 10 (as to directors, section 16(a) beneficial ownership and audit committee and audit committee financial expert), 11, 12 (as to beneficial ownership), 13 and 14 incorporate by reference information from the registrant’s definitive proxy statement (the “Proxy Statement”) to be mailed to stockholders in connection with the solicitations of proxies for its 2011 annual meeting of stockholders. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be part of this report.
 


 
 

 
 
SUPPORT.COM, INC.
FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2011
 
     
Page
       
PART I
 
ITEM 1.
 
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ITEM 1A.
 
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ITEM 1B.
 
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ITEM 2.
 
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ITEM 3.
 
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ITEM 4.
 
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PART II
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ITEM 5.
 
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ITEM 6.
 
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ITEM 7.
 
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ITEM 7A.
 
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ITEM 8.
 
34
   
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ITEM 9.
 
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ITEM 9A.
 
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ITEM 9B.
 
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PART III
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ITEM 10.
 
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ITEM 11.
 
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ITEM 12.
 
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ITEM 13.
 
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ITEM 14.
 
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PART IV
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ITEM 15.
 
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72

FORWARD LOOKING STATEMENTS AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION
 
This Annual Report on Form 10-K (the “Form 10-K”) contains forward-looking statements that involve risks and uncertainties. Please see the section entitled “Risk Factors” in Item 1A of this Report for important information to consider when evaluating these statements.
 
In this Form 10-K, unless the context indicates otherwise, the terms “we,” “us,” “Support.com,” “the Company” and “our” refer to Support.com, Inc., a Delaware corporation, and its subsidiaries. References to “$” are to United States dollars.
 
We have compiled the market size and growth data in this Form 10-K using statistics and other information obtained from several third-party sources.  Some market data and statistical information are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the third-party sources referred to.  This information may prove to be inaccurate because of the method by which the data is obtained or because this information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.  As a result, although we believe this information is reliable, we have not independently verified the third-party information and cannot guarantee the accuracy and completeness of this information.
 
 
Various amounts and percentages used in this Form 10-K have been rounded and, accordingly, they may not total 100%.
 
We own or otherwise have rights to the trademarks and trade names, including those mentioned in this Form 10-K, used in conjunction with the marketing and sale of our products.
 
PART I
 
ITEM 1. 
 
Overview
 
Support.com is a leading provider of online care for the digital home and small business.
 
Our technology support services and software products help install, set up, connect, secure, repair and optimize personal computers, printers, tablets, smartphones, digital cameras, gaming devices, music players, servers, networks and other technology. We offer one-time and subscription services, and licenses of our software products.
 
Our Personal Technology Experts® (PTEs) deliver our services to customers online and by telephone, leveraging our proprietary cloud-based technology platform. Most PTEs work from their homes rather than in brick and mortar facilities. Our software products include tools designed to address some of the most common technology issues including computer maintenance, optimization and security.
 
We market our services through channel partners and directly. Our channel partners include leading retail, Internet service provider, and technology brands. We market our software products directly, principally online, and through channel partners. Our sales and marketing efforts primarily target North American customers.
 
Support.com was founded in 1997 under the name SupportSoft, Inc. as an enterprise software provider focused on technical support organizations. In 2007 we launched our consumer services business, and in 2008 began reporting two operating segments, Enterprise and Consumer. We used this segment reporting structure for all of our publicly filed financial statements beginning January 1, 2008. In June 2009 we sold our Enterprise business, changed our name to Support.com, Inc. and focused our efforts purely on the consumer and small business market. We added the Sammsoft family of software products to our business in December 2009 through our acquisition of substantially all of the assets of Xeriton Corporation (“Xeriton”), and obtained the anti-malware product SUPERAntiSpyware® through an acquisition of substantially all the assets of SUPERAntiSpyware.com (“SAS”) in June 2011.  In January 2012, we expanded our small business capabilities through the acquisition of RightHand IT Corporation, a managed service provider for small businesses.
 
As a result of the sale of the Enterprise business in 2009, our audited consolidated financial statements, accompanying notes and other information provided in this Form 10-K reflect the Enterprise business as a discontinued operation for all periods presented. After reclassifying the Enterprise business to discontinued operations, our continuing operations consist solely of our remaining segment, which includes our support services and software products for consumers and small businesses.
 
Industry Background
 
Technology has become an essential feature of the modern home and office. Products such as personal computers, printers, tablets, smartphones, digital cameras, gaming devices, music players and servers have become ubiquitous. Each year, these products become more feature-rich, offering many new capabilities. Consumers and small businesses now depend on such technology for “must-have” information, communication and entertainment.
 
In addition to changes in individual devices, technology has become increasingly connected, with networks becoming commonplace in the home as well as the office, and online social networking platforms such as Facebook and LinkedIn achieving increasing prominence.  At the same time, technology has become increasingly mobile, with anytime, anywhere access to voice, data, video and applications becoming the standard.
 
While these advances offer many benefits, consumers and small businesses face increasingly complex challenges in managing ever-changing products, networks and applications. Each new wave of functionality can cause new problems, and each use of the Internet can expose consumers to the rapidly growing universe of malware and other security threats.
 
Many consumers and small businesses lack the technical skill or time to overcome technology challenges. While suppliers may offer support for their products, this support is typically limited to the device in question, and often fails to address connections between devices or malfunctions caused by the user’s environment or usage. As a result, the market for premium technology services (non-warranty services paid for separately from the products themselves) is growing rapidly. Parks Associates, a research firm focused on emerging consumer technology products and services, projects that the market for consumer and small and medium business technical support services will double from $16 billion in 2011 to approximately $32 billion by 2015.
 
 
Within the premium technology services market, online (or “remote”) support has become increasingly prevalent. Online support involves a technician using specialized software to take control of a user’s computer over the Internet, avoiding the delay and cost associated with traditional onsite support. Online support has been possible for some time, but the widespread availability of high speed Internet connections and remote control software has caused growth in this segment of the market to accelerate. In addition, demand for cloud services such as online backup and hosted email, where data and computing power are located online rather than on the user’s premises, is growing rapidly.
 
In addition to technology services, there is an established and growing market for software tools used to manage personal computers and home networks. According to Parks Associates, “roughly one-half of consumers are self-defined ‘do-it-yourselfers’ with technical support, such as preventative maintenance activities and computer troubleshooting.”  
 
Our Growth Strategy
 
Our objective is to become the leading independent provider of online care for the digital home and small business markets. From a financial perspective, our goals are to continue to grow and diversify revenue, increase gross margin, and achieve profitability. Our strategies for achieving our goals include expanding existing services programs, increasing software revenues, growing our customer base, enhancing service delivery efficiency, optimizing contact center sales operations, and extending our cloud-based technology platform to support each of the foregoing strategies.
 
 
To expand existing service programs, we expect to introduce new offerings in areas such as small business and mobility while optimizing program operations;
 
 
To increase software revenues, we plan to implement a series of new initiatives including enhancing key products, broadening third-party distribution and deploying new customer acquisition strategies;
 
 
To grow our customer base, we intend to pursue small business as well as consumer opportunities and to win new accounts in target markets such as cable and retail and in promising new markets;
 
 
To increase service delivery efficiency, we expect to enhance our forecasting, capacity planning and utilization of management while continuing to evolve our labor model;
 
 
To optimize contact center sales operations, we plan to pursue a number of approaches to increasing conversion and reducing cost; and

 
 To extend our cloud-based technology platform, we intend to continue our investment in research and development activities in support of the foregoing initiatives.
 
We intend to execute our growth strategy organically and through acquisitions of complementary businesses where appropriate.
 
Our Online Care Services
 
Our Support.com® online care services include one-time services (“incidents”) and subscriptions. These services are available on demand and through the purchase of service cards and gift cards. We offer a money-back guarantee in the event we are unable to resolve the customer’s problem, subject to the terms of our end user agreements.
 
Our principal online care services include:
 
Install and Setup.   We offer a variety of installation and setup services. Our New Computer Setup and Configuration services complete the basic setup and configuration steps for new computers in a highly automated fashion. We help consumers create new user accounts, configure automatic system updates and remove unnecessary trial software that clutters many new computers. An advanced version of this service also optimizes operating system and web browser settings. Our Protection and Performance services install, update and configure anti-malware software and operating system settings to enhance digital security. An advanced version of this service also installs and configures parental controls and creates a user profile that restricts Internet and application access, as specified by the consumers. Other installation and setup services help customers install, set up and use certain digital devices connected to their computer. For example, we help customers install their printers, share them across networks and keep them updated with the latest drivers.
 
Connect and Secure.   Our Connect and Secure services help customers to set up a secure wireless network. In this service, we configure, connect and establish secure connections between the computer, the wireless network and supported devices. In addition, we diagnose and repair problems customers have with existing wireless home networks.
 
 
Diagnose and Repair.   Our Diagnose and Repair services assist consumers with a wide range of computer-related problems. We use our proprietary technology and processes and third-party tools to identify, diagnose and repair technical problems, including issues associated with viruses, spyware, and other forms of malware, connectivity issues, and issues with software applications.
 
Tune-Up.  Our Tune-Up services enhance the performance of computers through optimization of key systems settings for faster startup and shutdown, loading of programs and Internet browsing as well as increased available memory and storage space.
 
Mobile Device Services. Our Mobile Device services help customers to set up and get the most from their mobile devices, principally smartphones and tablets. We help customers connect devices to the cloud to access the web or their own data, configure email and show them how to find and install applications. Additionally we show customers how to synchronize data between their computers and mobile devices, and train them on the capabilities of their mobile devices.
 
Online Data Backup with Cloud Data Access. Our Online Data Backup offering provides continuous backup to the cloud for documents, pictures, video and other key personal or business data. Once in the cloud, customers can access that data from any other web-connected computer or from over 800 mobile devices including standard mobile phones, smartphones and tablets. Our offering includes licensed software that provides the ability to share and stream data to social or business networks in real-time from any of these web-connected devices.
 
Small Business Services. In addition to the remote support services also available for consumers, we also provide server and network monitoring and management, cloud services such as hosted email and virtual desktops, and business-class data backup and disaster recovery. Our acquisition of a managed service provider for small businesses in January 2012 expanded our small business support capabilities.

We deliver our services to customers using our Personal Technology Experts, leveraging our proprietary technology platform. Most PTEs work from their homes rather than in brick and mortar facilities. Employee PTEs are recruited, tested, hired and trained on a virtual basis using proprietary methods and remote technology. We also utilize contract labor in our service operations. We strive to continually enhance service delivery through increased automation and process improvement using Six Sigma methodologies.  
 
Our Software Products
 
Our end-user software products are designed to maintain, optimize and secure personal computers. Certain software products are licensed on a perpetual basis while others are offered on a subscription basis.
 
Our principal software products include products designed for:
 
Registry Cleaning and Repair.    Our Advanced Registry Optimizer® software (“ARO®”) is designed to identify and repair errors in the registry database on personal computers running Microsoft Windows (“PCs”). Repairing these errors can improve performance and stability of a user’s PC.
 
PC Maintenance and Optimization.  Our Cosmos™ software is designed to maintain and optimize the performance of PCs.  Cosmos includes modules designed for hard drive maintenance, memory optimization, data security, privacy protection, system cleaning, registry repair, file recovery, startup management, and other common maintenance and optimization tasks.
 
Hard Drive Maintenance.    Our Hard Disk Tune-Up software is a rapid disk maintenance program. It helps improve the performance of a PC by defragmenting programs and data stored on the hard drive, which speeds access to stored information.
 
Memory Management and Optimization.    Our MemTurbo software can increase available memory and improve PC performance by freeing up unused application memory and managing how applications request and subsequently return memory to the operating system.
 
PC Startup. Support.com® RapidStart™ software can make PCs start faster by removing or delaying unnecessary or unwanted startup programs, processes, and services. It is designed to incorporate community feedback into its recommendation engine.
 
Protection Against and Removal of Malware.  Our SUPERAntiSpyware® software includes our advanced anti-malware technology that protects PCs against spyware, adware, Trojans, dialers, worms, keyloggers, hijackers, parasites, rootkits, rogue security products and many other types of threats and malware. It also includes a real-time engine that detects and removes malware present on a PC.  It is designed to work in conjunction with other computer security products such as anti-virus software.
 
 
Sales and Marketing
 
Services.    We sell our services through channel partners and directly to consumers. To date, a substantial majority of our services revenue has come through channel partners. Our channel partners include leading retail, Internet service provider, software and PC/CE brands.
 
Channel partnerships typically begin with a pilot phase and, if successful, progress to broader roll-outs. Programs for channel partners can take several months to more than a year to progress from a pilot stage to a broader roll-out. The structure of our channel partnerships varies.  In many cases, we wholesale services to our partners on a per incident or subscription period basis and our partners resell the services to consumers and small businesses at prices our partners determine.  In these partnerships, the services are generally sold under the partner’s brand.  In addition to service delivery, in certain cases, we sell the services on our partners’ behalf (and receive commissions for such activity).  During 2011 our investment in sales efforts for partner programs increased to support certain partner programs and we are currently seeking to optimize our performance in this area.
 
We acquire channel partners through our business development organization, and support channel partners through our program management organization. To a lesser degree, we offer our services directly to consumers and small businesses through our website www.support.com and our toll free number 1-800-PCSUPPORT. We attract these customers through advertising in online and offline media, public relations, affiliate and referral programs, social media, and promotions made in connection with our software product offerings at the time of sale or afterward.
 
Software.    We sell our software directly to customers and through channel partners. To date, a substantial majority of our software revenue has come through direct sales to customers. Online advertising allows customers to click-through immediately to our software offerings where they can order and download our products on demand. In addition to fully-featured software products available for a license fee, a substantial percentage of our software revenues arise from customers who download free-trial versions of our software or free versions of our software with limited functionality before making a purchase decision. The marketing costs for customer acquisition through free trials can be substantial, and a majority of our direct software license revenue currently is the result of advertising placements.
 
We also offer our software products to customers through some of our channel partners who rebrand and distribute such products to their customers.
 
We seek to leverage the synergies between our services offerings and our software products.  In particular, our goal is to increase the breadth of our channel partnerships by introducing software products into services programs and to grow our direct services business by marketing our services to customers who buy software products from us.
 
Research and Development
 
Technology is at the core of our business model, and as a result our investment in research and development is substantial. We believe our continuing investment in research and development creates significant competitive advantage in the quality and cost of our service offerings, in our ability to meet the rigorous requirements of channel partners, and in the new software products we introduce. We maintain dedicated research and development teams in Redwood City, California; Bangalore, India; and Eugene, Oregon. Research and development expense was $6.1 million in 2011, $5.2 million in 2010, and $5.8 million in 2009.
 
We have developed, currently maintain, and continue to improve proprietary, market-leading technologies key to our services business. Our technologies are architected to be cloud-based. We focus our investment in R&D across the following six major areas: demand generation, service delivery efficiency, subscriber care, program workflow, data analytics and end-user software products.

For demand generation, Support.com’s EasySupportTM’s flexible “recommendations map” can be configured to promote partner-specific add-on products or services in a context-sensitive manner, based on specific problems and conditions that EasySupport detects on the customer’s computer during periodic scans.  Separately, we offer a downloadable one-time scanner tool, PC Health Check, which checks performance, security and system characteristics.  Both EasySupport and PC Health Check are designed to make valuable, personalized product and service recommendations that generate additional sales opportunities.
 
Service delivery efficiency has been a key investment area.  Our Analyst Workspace application integrates customer relationship management (“CRM”), ticketing, ordering, means of payment, remote screen sharing, and telephony into one ergonomic and efficient .NET application for our Personal Technology Experts. This application leverages our patented Nexus® technology to enable many technically challenging and valuable aspects of remote services via the cloud and across firewalls, proxies and other network boundaries.  In addition, we deploy our Solutions Toolkit application on the customer's machine to ensure that our Personal Technology Experts follow a predesigned “best practice” workflow.  The Solutions Toolkit also automates time-consuming steps such as tool downloads, system diagnostics, performance optimizations and software checks.

 
For subscriber care, our EasySupport desktop agent software resides on the customer's computer and provides one-click access to a service agent, automated computer optimization and subscription management functions. With one click, the subscriber can request live assistance and a Personal Technology Expert is immediately presented with the customer’s account information, subscription entitlements and service history.  EasySupport also scans and optimizes the customer’s computer on a periodic basis, thus adding ongoing value to the subscription that extends beyond live interactions.  In addition, EasySupport provides direct visibility into the subscriber’s account information and notifies them proactively of potential issues such as the upcoming expiration of their credit card or their subscription term.
 
For partner programs, we leverage our Service Delivery Management System (“SDMS”) to simplify and orchestrate the ordering and workflow of services across multiple parties, ensuring that the right delivery party takes the right next step at the right time.  To accomplish this, the SDMS utilizes a built-in workflow engine and a set of standardized web service integrations to our partners’ billing, point-of-sale, customer care and third-party provider systems.  SDMS also includes an online portal for customers and partners, thus promoting a seamless experience and a high level of visibility throughout the service delivery process.
 
For data analytics, we build and maintain a data warehouse that securely aggregates and restructures data from all of our applications to create a comprehensive view of the service delivery lifecycle.  This rich data set provides visibility into sales conversion effectiveness, service delivery efficiency, service level performance, subscription utilization, partner program performance and many other aspects of running and optimizing our business.  Our partners also receive reports and analytic information from the warehouse for their programs on a regular basis via secure data feeds.
 
For end user software products, we build and enhance the ARO, Cosmos, SUPERAntiSpyware, RapidStart, Hard Disk Tune-Up and MemTurbo products described under “Our Software Products” as well as new software products currently under development.
 
Intellectual Property
 
We own the registered trademarks SUPPORT.COM and PERSONAL TECHNOLOGY EXPERTS in the United States for specified support services and software, and we have registrations and common law rights for several related trademarks in the U.S. and certain other countries. We own the domain name www.support.com and other domain names, and have rights to the phone number 1-800-PCSUPPORT. We have exclusive rights to our proprietary services technology, and our end user software products. We also have non-exclusive rights to distribute certain other software products.
 
We own three U.S. patents related to our business and have a number of pending patent applications covering certain advanced technology. Our issued patents include U.S. Patent No. 8,020,190 (“Enhanced Browser Security”), U.S. Patent No. 6,754,707 (“Secure Computer Support System”) and U.S. Patent No. 6,167,358 (“System and Method for Remotely Monitoring a Plurality of Computer-Based Systems”). We do not know if our current patent applications or any future patent application will result in a patent being issued with the scope of the claims we seek, if at all. Also, we do not know whether any patents we have or may receive will be challenged or invalidated. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as they do in the United States, and our competitors may develop technology that competes with ours but nevertheless does not infringe our intellectual property rights.
 
We rely on a combination of copyright, trade secret, trademark and contractual protection to establish and protect our proprietary rights that are not protected by patents. We also enter into confidentiality agreements with our employees and consultants involved in product development. We generally require our employees, customers and potential business partners to enter into confidentiality agreements before we will disclose any sensitive aspects of our business. Also, we generally require employees and contractors to agree to assign and surrender to us any proprietary information, inventions or other intellectual property they generate while working for us in the scope of employment. These precautions, and our efforts to register and protect our intellectual property, may not prevent misappropriation or infringement of our intellectual property.
 
 
Competition
 
We are active in markets that are highly competitive and subject to rapid change. Although we do not believe there is one principal competitor for all aspects of our offerings, we do compete with a number of other vendors.

With respect to channel partnerships for our services, our competitors include privately-held companies focused on premium technology services, providers of electronics warranties, call centers focused on technical support and broad-based service providers who offer technical support. With respect to sales of services directly to consumers and small businesses, our competitors include local computer repair shops and service providers, electronics retailers and technology and communications companies offering technical support directly to consumers and small businesses. We believe the principal competitive factors in our services market include: breadth and depth of service offerings; quality of the customer experience; proprietary technology; pricing; brand recognition; scale; and financial resources.
 
In the market for our software products, we face direct competition from numerous suppliers of software products who perform the same or similar functions as our products. We also face indirect or potential competition from application providers, operating system providers, network equipment manufacturers, and other original equipment manufacturers (“OEMs”) who may provide various solutions and functions in their products, and from individuals and groups who offer “free” and open source utilities online. We believe that the principal competitive factors in the market for our consumer software products include: product features and ease of use; price; convenience of purchase; brand recognition; financial resources; and customer support.
 
The competitors in our markets for services and software can have some or all of the following competitive advantages: longer operating histories, greater economies of scale, greater financial resources, greater engineering and technical resources, greater sales and marketing resources, stronger strategic alliances and distribution channels, products with different functions and feature sets and greater brand recognition than we have. We expect new competitors to continue to enter our services market, given its relatively early stage, and we expect our markets to remain competitive.
 
For additional information related to competition, see Item 1A, Risk Factors.
 
Environmental Regulation
 
The majority of our employees work from their own homes and use our advanced proprietary technology to deliver services from remote locations. As a result we believe that on a per-employee basis, our operations contribute significantly to efforts to reduce pollutants by eliminating fossil fuel-based commutes for the majority of our workers. In addition, the nature of our remote service delivery also helps many customers avoid on-site services, resulting in additional reduction in pollutants caused by automobile transportation for such services. Finally, our principal delivery method for our software products is by electronic download, which produces no packaging-related waste, and eliminates the need for production of physical media and transportation except for a small percentage of consumers who affirmatively request and pay for delivery of products by CD. We are not aware at this time of any material effects that compliance with Federal, State and local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, may have on our business. Our assessment could change if and when any new regulations of such sort are enacted or adopted.
 
Employees
 
As of December 31, 2011, we had 1,137 employees, of whom 984 were work-from-home agents and 153 were corporate employees.    In addition to our work-from-home employees, we also use contract labor. None of our employees are covered by collective bargaining agreements.
 
SEC Filings and Other Available Information
 
We were incorporated in Delaware in December, 1997. We file reports with the Securities and Exchange Commission (SEC), including without limitation annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, we are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at the website address located at www.sec.gov.
 
Our telephone number is 650-556-9440 and our website address is www.support.com. The information contained on our website does not form any part of this Annual Report on Form 10-K. However, we make available, free of charge through our website, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file this material with, or furnish it to, the SEC. In addition, we also make available on http://www.support.com/about/investor-relations/corporategovernance our Code of Ethics and Business Conduct for Employees, Officers and Directors. This Code is also available in print without charge to any person who requests it by writing to:
 
 
Support.com, Inc.
Investor Relations
1900 Seaport Boulevard, 3rd Floor
Redwood City, CA 94063
 
ITEM 1A.
 
This report contains forward-looking statements regarding our business and expected future performance as well as assumptions underlying or relating to such statements of expectation, all of which are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We are subject to many risks and uncertainties that may materially affect our business and future performance and cause those forward-looking statements to be inaccurate. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “forecasts,” “estimates,” “seeks,” “may result in,” “focused on,” “continue to,” and similar expressions often identify forward-looking statements. In this report, forward-looking statements include, without limitation, the following:

 
● 
Our expectations and beliefs regarding future financial results;
 
 
● 
Our expectations regarding channel partners, renewal of contracts with these partners and the anticipated timing and magnitude of revenue from these partners;

 
● 
Our expectations regarding sales of our software products, our ability to source, develop and distribute additional software products and our efforts to market services to buyers of our software products;
 
 
● 
Our ability to successfully monetize customers who receive free versions of our software;
 
 
● 
Our expectations regarding our ability to deliver premium technology services efficiently and through arrangements that are profitable;
 
 
● 
Our ability to offer subscriptions to our services in a profitable manner;
 
 
● 
Our ability to hire, train, manage and retain Personal Technology Experts in a home-based model and to expand the flexibility of our staffing model;
 
 
● 
Our ability to match staffing levels with service volume in a cost-effective manner;
 
 
● 
Our ability to manage contract labor as a component of our workforce;
 
 
● 
Our ability to hire, train and manage sales agents and to manage sales costs in programs where we perform sales;
 
 
● 
Our beliefs and expectations regarding the introduction of new services and products, including additional software products and service offerings for devices beyond the computer;
 
 
● 
Our ability to successfully offer services to the small business market;
 
 
● 
Our beliefs and expectations regarding new business opportunities and renewals of existing relationships;
 
 
● 
Our expectations regarding revenues, cash flows and expenses, including cost of goods sold, sales and marketing, research and development efforts, and administrative expenses;
 
 
● 
Our assessment of seasonality, mix of revenue, and other trends for our business;
 
 
● 
Our expectations regarding the costs and other effects of acquisition and disposition transactions;
 
 
 
● 
Our expectations regarding unit volumes, pricing and other factors in the market for computers and other devices, and the effects of such factors on our business;
 
 
● 
The assumptions underlying our Critical Accounting Policies and Estimates, including our assumptions regarding revenue recognition; assumptions used to estimate the fair value of share-based compensation; assumptions regarding the impairment of goodwill and intangible assets; and expected accounting for income taxes; and
 
 
● 
The expected effects of the adoption of new accounting standards.
 
An investment in our stock involves risk, and we caution investors that forward-looking statements are only predictions based on our current expectations about future events and are not guarantees of future performance. We encourage you to read carefully all information provided in this report and in our other filings with the SEC before deciding to invest in our stock or to maintain or change your investment. Forward-looking statements are based on information as of the filing date of this report, and we undertake no obligation to publicly revise or update any forward-looking statement for any reason.
 
Because forward-looking statements involve risks and uncertainties, there are important factors that may cause actual results to differ materially from our stated expectations. These factors are described below. This list does not include all risks that could affect our business, and if these or any other risks or uncertainties materialize, or if our underlying assumptions prove to be inaccurate, actual results could differ materially from past results and from our expected future results.
 
Our business has not been profitable and may not achieve profitability in future periods.
 
We have not been profitable since 2005. We intend to make significant investments in support of our business, and may continue to sustain losses in the future notwithstanding our efforts to achieve profitability. If we fail to achieve revenue growth as a result of our additional investments or if such revenue growth does not result in our achieving profitability, the market price of our common stock will likely decline. We expect to continue to consume cash until we achieve profitability. A sustained period of losses would result in an increased usage of cash to fund our operating activities and a corresponding reduction in our cash balance.

Our business has a limited operating history and is based on a relatively new business model.
 
Our technology-enabled services business was launched in 2007 to provide services that help consumers and small businesses with their technology needs. Prior to 2007, we operated an enterprise software business focused on technical support, which we sold in the second quarter of 2009. We are executing a plan to grow our business by providing premium technology services and software to customers both through channel partners and directly. We may not be able to offer these services and software products successfully. Our Personal Technology Experts and sales agents are generally home-based, which requires a high degree of coordination and quality control of employees working from diverse and remote locations. We are currently experiencing financial losses in our business and we may to continue to use cash and incur costs to support our growth initiatives. Our investments, which typically are made in advance of revenue, may not yield increased revenue to offset these expenses. As a result of these factors, the future revenue and income potential of our business is uncertain. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in our early stage of development. Some of these risks and uncertainties relate to our ability to do the following:
 
 
Maintain our current relationships, and develop new relationships, with channel partners on acceptable terms or at all;
 
Reach consumers and small businesses directly in a cost-effective fashion;
 
Hire, train, manage and retain our home-based Personal Technology Experts and sales agents and expand the flexibility of our staffing model in a cost-effective fashion;
 
Manage contract labor efficiently and effectively;
 
Meet anticipated growth targets;
 
Match staffing levels with demand for services;
 
Manage our business to provide services and sales on an efficient basis in order to achieve profitability;
 
Offer subscriptions to our services in a profitable manner;
 
Successfully introduce new, and adapt our existing, services and products for consumers and small businesses;
 
 
 
Grow our software business using existing and new monetization models;
 
Successfully scale revenue in the small business market, directly and through channel partners;
 
Respond to changes in macroeconomic conditions as they affect our and our channel partners’ operations;
 
Respond effectively to competition;
 
Realize benefits of any acquisitions we make;
 
Adapt to changes in the markets we serve, including the proliferation of tablets and other devices;
 
Adapt to changes in our industry, including consolidation;
 
Respond to government regulations relating to our business;
 
Attract and retain qualified management and employees; and
 
Manage our expanding operations and implement and improve our operational, financial and management controls.
 
If we are unable to address these risks, our business, results of operations and prospects could suffer.
 
Our quarterly results have in the past, and may in the future, fluctuate significantly.
 
Our quarterly revenue and operating results have in the past and may in the future fluctuate from quarter to quarter. As a result, we believe that quarter-to-quarter and year-to-year comparisons of our revenue and operating results may not be accurate indicators of future performance.
 
Several factors that have contributed or may in the future contribute to fluctuations in our operating results include:
 
 
Demand for our services and products;
 
The performance of our channel partners;
 
Instability or decline in the global macroeconomic climate and its effect on our and our channel partners’ operations;
 
Our ability to increase the efficiency of our Personal Technology Experts and sales agents;
 
Our ability to effectively match staffing levels with service volumes on a cost-effective basis, particularly with newer partners using models, such as subscriptions, without adequate or comparable historical data for forecasting purposes;
 
Our ability to manage contract labor;
 
Our ability to manage sales costs in programs where we perform sales;
 
Our reliance on a relatively small number of channel partners for a substantial portion of our revenue;
 
Our ability to attract and retain customers and channel partners;
 
Our ability to reach customers directly in a cost effective manner;
 
Our ability to serve the small business market;
 
The availability and cost-effectiveness of advertising placements for our software products;
 
The price and mix of products and services we or our competitors offer;
 
The rate of expansion of our offerings and our investments therein;
 
Our ability to successfully monetize customers who receive free versions of our software;
 
Usage rates on the subscriptions we offer;
 
Changes in the PC/CE markets relating to unit volume, pricing and other factors, including changes driven by the growing popularity of tablets and other new devices, and the effects of such changes on our business;
 
Our ability to adapt to our customers’ needs in a market space defined by frequent technological change;
 
Seasonal trends and changes resulting from consumer spending patterns;
 
The amount and timing of operating costs and capital expenditures in our business;
 
Diversion of management’s attention from other business concerns and disruption of our ongoing business activities as a result of acquisitions or divestitures by us;
 
Potential losses on investments, or other losses from financial instruments we may hold that are exposed to market risk; and
 
The exercise of judgment by our management in making accounting decisions in accordance with our accounting policies.
 
Our inability to meet future financial performance targets that we announce or that are published by research analysts could cause the market price of our common stock to decline.
 
From time to time, we provide guidance related to our future financial performance. In addition, financial analysts may publish their own expectations of our future financial performance. Because our quarterly revenue and our operating results fluctuate and are difficult to predict, future financial performance is difficult to predict. We have in the past, including the third quarter of 2011, failed to meet our guidance for a particular period or analyst expectations for our guidance for future periods and our stock price has declined. Generally, the market prices of technology companies have been extremely volatile. Stock prices of many technology companies have often fluctuated in a manner unrelated or disproportionate to the operating performance of such companies. In the past, following periods of market volatility, stockholders have often initiated securities class action litigation relating to the stock trading and price volatility of the technology company in question. Any securities litigation we may become involved in could result in our incurring substantial defense costs and diverting resources and the attention of management from our business.
 
 
Because a small number of customers and channel partners have historically accounted for, and may in future periods account for, the substantial majority of our revenue, under-performance of specific programs or losses of certain customers could decrease our revenue substantially.
 
Our agreement with Office Depot, which represented 23% of revenue in 2011 and 16% of revenue in the fourth quarter of that year, has a limited term through March 2012, and provides for a renewal period if agreed to by the parties. This agreement might not be renewed on acceptable terms or at all. Even if the agreement is renewed, however, it does not require Office Depot to conduct any minimum amount of business with us, and therefore Office Depot could decide at any time to reduce or eliminate its use of our services. Our services revenue could decline significantly because of the loss or decline in activity of Office Depot or the delay or loss of a significant program by other channel partners.

In the fourth quarter of 2011, Comcast, OfficeMax and Staples represented 26%, 12% and 11% of our revenues, respectively. The loss of any of these partners, the worsening of the terms of our arrangements with any of these partners or the failure of any of these partners to achieve their targets could adversely affect our business.  Additionally, we may not obtain new channel partners or customers. The failure to obtain significant new channel partners or the loss or decline of any significant channel partner would have a material adverse effect on our operating results. Further risks associated with the loss or decline in a significant channel partner are detailed in “Our failure to establish and expand successful partnerships to sell our services and products would harm our operating results” below.
 
Our failure to establish and expand successful partnerships to sell our services and products would harm our operating results.
 
Our current business model requires us to establish and maintain relationships with third parties who market and sell our services and products. Failure to establish or maintain third-party relationships in our business, particularly with firms that sell our services and products, could materially and adversely affect the success of our business. We sell to numerous consumers through each of these channel partners, and therefore a delay in the launch or rollout of our services with even one of these channel partners could cause us to miss revenue or other financial targets. The process of establishing a relationship with a channel partner can be complex and time consuming, and we must pass multiple levels of review in order to be selected. If we are unable to establish a sufficient number of new channel partners on a timely basis our sales will suffer. There is also the risk that, once established, our programs with these channel partners may take longer than we expect to produce revenue or may not produce revenue at all, and the revenue produced may not be profitable if the costs of performing under the program are greater than anticipated or the program terminates early before up-front investments can be recouped. One or more of our key channel partners may also choose not to renew their relationship with us, discontinue selling our services, offer them only on a limited basis or devote insufficient time and attention to promoting them to their customers. Some of our partners may prefer not to work with us if we also partner with their competitors. If any of these key channel partners merge with a competitor, all of these risks could be exacerbated. Each of these risks could reduce our sales and significantly harm our operating results.
 
Our software revenues are dependent on online traffic patterns and the availability and cost of online advertising in certain key placements.
 
Most of our software revenue stream is highly dependent on obtaining advertising placements in a cost-effective manner in certain key online media placements. From time to time a disruptive trend will impact the online media space, decreasing traffic or significantly increasing the cost of online advertising and therefore compromising our ability to purchase a desired volume and placement of advertisements at profitable rates. If such a trend were to occur, as it did in the third quarter of 2011, we may be unable to attract desired amounts of traffic, our costs for advertising may increase beyond our forecasts and our software revenues may decrease. As a result, our operating results would be negatively impacted.

If we fail to attract, train and manage our Personal Technology Experts and sales delivery agents in a manner that provides an adequate level of support for our customers, our reputation and financial performance could be harmed.
 
Our business depends in part on our ability to attract, manage and retain our Personal Technology Experts and other support personnel. If we are unable to attract, train and manage in a cost-effective manner adequate numbers of competent Personal Technology Experts and other support personnel to be available as service volumes vary, particularly as we seek to expand the breadth and flexibility of our staffing model, our service levels could decline, which could harm our reputation, result in financial losses under contract terms, cause us to lose customers and channel partners, and otherwise adversely affect our financial performance. Although our service delivery and communications infrastructure enables us to monitor and manage Personal Technology Experts remotely, because they are typically home-based and geographically dispersed we could experience difficulties meeting services levels and effectively managing the costs, performance and compliance of these Personal Technology Experts and other support personnel. Any problems we encounter in effectively attracting, managing and retaining our Personal Technology Experts and other support personnel could seriously jeopardize our service delivery operations and our financial results.
 
 
We have increased the number of work-from-home sales agents supporting our programs.  Failure to attract, train and manage these employees in a cost effective manner or to receive adequate compensation for their services could harm our reputation, result in financial losses under contract terms, cause us to lose customers and channel partners, and otherwise adversely affect our financial performance.
 
We enter into relationships with third parties to provide certain elements of our service offerings. We may be less able to manage the quality of services provided by third-party service providers as directly as we would our own employees. In addition, providing these services may be more costly. We also face the risk that disruptions or delays in the communications and information technology infrastructure of these third parties could cause lengthy interruptions in the availability of our services. Any of these risks could harm our operating results.

Disruptions in our information technology and service delivery infrastructure and operations, including interruptions or delays in service from our third-party web hosting provider, could impair the delivery of our services and harm our business.
 
We depend on the continuing operation of our information technology and communication systems and those of our external service providers. Any damage to or failure of those systems could result in interruptions in our service, which could reduce our revenues and damage our reputation. The technology we use to serve customers is hosted at a third-party facility located in the United States, and we use a separate, independent third-party facility in the United States for emergency back-up and failover services in support of the hosted site.  These two facilities are operated by unrelated publicly held companies specializing in operating such facilities, and we do not control the operation of these facilities.  These facilities may experience unplanned outages and other technical difficulties in the future, and are vulnerable to damage or interruption from fires, floods, earthquakes, telecommunications and connectivity failures, power failures, and similar events. These facilities are also subject to risks from vandalism, break-ins, intrusion, and other malicious attacks. Despite substantial precautions taken, such as disaster recovery planning and back-up procedures, a natural disaster, act of terrorism or other unanticipated problem could cause a loss of information and data and lengthy interruptions in the availability of our services and hosted solutions offerings, as our backup systems may not be able to meet our needs for an extended period of time. We rely on hosted systems maintained by third-party providers to deliver technology services to consumers, including taking customer orders, handling telecommunications for customer calls, and tracking sales and service delivery. Any interruption or failure of our internal or external systems could prevent us or our service providers from accepting orders and delivering services, or cause company and consumer data to be unintentionally disclosed. Our continuing efforts to upgrade and enhance the security and reliability of our information technology and communications infrastructure could be very costly, and we may have to expend significant resources to remedy problems such as a security breach or service interruption. Interruptions in our services resulting from labor disputes, telephone or Internet failures, power or service outages, natural disasters or other events, or a security breach could reduce our revenue, increase our costs, cause customers and channel partners to fail to renew or to terminate their use of our offerings, and harm our reputation and our ability to attract new customers.  We maintain insurance programs with highly rated carriers using policies that are designed for businesses in the technology sector and that expressly address, among other things, cyber attacks and potential harm resulting from incidents such as data privacy breaches; but depending on the type of damages, the amount, and the cause, all or part of any financial losses experienced may be excluded by the policies resulting in material financial losses for us.
 
We must compete successfully in the markets in which we operate or our business will suffer.
 
We compete in markets that are highly competitive, subject to rapid change and significantly affected by new service introductions and other market activities of industry participants. We compete with a number of companies in the market for online technology services and software products. In addition, our channel partners may develop similar offerings internally.
 
The markets for our services and software products are still rapidly evolving, and we may not be able to compete successfully against current and potential competitors. Our ability to expand our business will depend on our ability to maintain our technological advantage, introduce timely enhanced products to meet growing support needs, deliver on-going value to our customers, scale our business cost-effectively, and develop complimentary relationships with other companies providing services or products to our partners. Competition in our markets could reduce our market share or require us to reduce the price of products and services, which could harm our business, financial condition and operating results.
 
 
The competitors in our markets for services and software can have some or all of the following comparative advantages: longer operating histories, greater economies of scale, greater financial resources, greater engineering and technical resources, greater sales and marketing resources, stronger strategic alliances and distribution channels, lower labor costs, products with different functions and feature sets and greater brand recognition than we have. We expect new competitors to continue to enter our services market given its relatively early stage, and we expect our software market to remain competitive.
 
Our future service and product offerings may not achieve market acceptance.
 
If we fail to develop new and enhanced versions of our services and products in a timely manner or to provide services and products that achieve rapid and broad market acceptance, we may not maintain or expand our market share. We may fail to identify new service and product opportunities for our current market or new markets that we enter in the future. In addition, our existing services and products may become obsolete if we fail to introduce new services and products that meet new customer demands or support new standards. While we are developing new services and products, there can be no assurance that they will be timely released or ever be completed, and if they are, that they will gain market acceptance or generate material revenue for us. We have limited control over factors that affect market acceptance of our services and products, including the willingness of channel partners to offer our services and products and customer preferences for competitor services, products and delivery models.
 
We may make acquisitions that may not prove successful.
 
We have made acquisitions in the past and may make additional acquisitions in the future. We may not be able to identify suitable acquisition candidates at prices we consider appropriate. If we do identify an appropriate acquisition candidate, we may not be able to successfully negotiate the terms of the acquisition. Our management may not be able to effectively implement our acquisition program and internal growth strategy simultaneously. The integration of acquisitions involves a number of risks and presents financial, managerial and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating management and personnel from these acquired entities with our management and personnel. Our failure to identify, consummate or integrate suitable acquisitions could adversely affect our business and results of operations. We cannot readily predict the timing, size or success of our future acquisitions. Even successful acquisitions could have the effect of reducing our cash balances. Acquisitions could involve a number of other potential risks to our business, including the following, any of which could harm our business results:
 
 
Unanticipated costs and liabilities and unforeseen accounting charges or fluctuations;

 
Delays and difficulties in delivery of services and products;

 
Failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations;

 
Loss of key employees;

 
Economic dilution to gross and operating profit;

 
Diversion of management’s attention from other business concerns and disruption of our ongoing business;

 
Difficulty in maintaining controls and procedures;

 
Uncertainty on the part of our existing customers about our ability to operate after a transaction;

 
Loss of customers;

 
Loss of partnerships;
 
 
 
Declines in revenue and increases in losses;

 
Failure to realize the potential financial or strategic benefits of the acquisition or divestiture; and

 
Failure to successfully further develop the combined or remaining technology, resulting in the impairment of amounts recorded as goodwill or other intangible assets.
 
Our systems collect, access, use, and store personal customer information and enable customer transactions, which poses security risks, requires us to invest significant resources to prevent or correct problems caused by security breaches, and may harm our business.
 
A fundamental requirement for online communications, transactions and support is the secure collection, storage and transmission of confidential information. Our systems collect and store confidential and personal information of our individual customers as well as our channel partners and their customers’ users, including credit card information, and our employees and contractors may access and use that information in the course of providing services. In addition, we collect and retain personal information of our employees in the ordinary course of our business. We and our third-party contractors use commercially available technologies to secure this information. Despite these measures, third parties may attempt to breach the security of our data or that of our customers. In addition, errors in the storage or transmission of data could breach the security of that information. We may be liable to our customers for any breach in security and any breach could subject us to governmental or administrative proceedings or monetary penalties, damage our relationships with channel partners and harm our business and reputation. Also, computers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to comply with mandatory privacy and security standards required by law, industry standard, or contract, and to further protect against security breaches or to correct problems caused by any security breach.
 
We are exposed to risks associated with credit card and payment fraud and with credit card processing.
 
Certain of our customers use credit cards to pay for our services and products. We may suffer losses as a result of orders placed with fraudulent credit cards or other payment data. Our failure to detect or control payment fraud could have an adverse effect on our results of operations. We are also subject to payment card association operating standards and requirements, as in effect from time to time. Compliance with those standards requires us to invest in network and systems infrastructure and processes. Failure to comply with these rules or requirements may subject us to fines, potential contractual liabilities, and other costs, resulting in harm to our business and results of operations.
 
Changes in the market for computers and other consumer electronics could adversely affect our business.
 
Reductions in unit volumes of sales for computers and other devices we support, or in the prices of such equipment, could adversely affect our business. We offer both services that are attached to the sales of new computers and other devices, and services designed to fix existing computers and other devices. Declines in the unit volumes sold of these devices or declines in the pricing of such devices could adversely affect demand for our services or our revenue mix, either of which would harm our operating results. Further, we do not support all types of computers and devices, meaning that we must select and focus on certain operating systems and technology standards for computers, smart phones, and other devices.  We may not be successful in supporting popular equipment and platforms, consumers and small businesses may trend toward use of equipment we do not support, and the process of migration away from platforms we support may decrease the market for our services and products.  Any of these risks could harm our operating results.
 
Privacy concerns and laws or other domestic or foreign regulations may require us to incur significant costs and may reduce the effectiveness of our solutions, and our failure to comply with those laws or regulations may harm our business and cause us to lose customers.
 
Our software contains features that allow our Personal Technology Experts and other personnel to access, control, monitor and collect information from computers running our software. Federal, state and foreign government bodies and agencies, however, have adopted or are considering adopting laws and regulations restricting or otherwise regulating the collection, use and disclosure of personal information obtained from consumers and individuals. Those regulations could require costly compliance measures, could reduce the efficiency of our operations, or could require us to modify or cease to provide our systems or services. Liability for violation of, costs of compliance with, and other burdens imposed by such laws and regulations may limit the use and adoption of our services and reduce overall demand for them. Even the perception of privacy concerns, whether or not valid, may harm our reputation and inhibit adoption of our solutions by current and future customers. In addition, we may face claims about invasion of privacy or inappropriate disclosure, use, storage, or loss of information obtained from our customers. Any imposition of liability could harm our reputation, cause us to lose customers and cause our operating results to suffer.
 
 
 We rely on third-party technologies in providing certain of our services and software. Our inability to use, retain or integrate third-party technologies and relationships could delay service or software development and could harm our business.
 
We license technologies from third parties, which are integrated into our services and software. Our use of commercial technologies licensed on a non-exclusive basis from third parties poses certain risks. Some of the third-party technologies we license may be provided under “open source” licenses, which may have terms that require us to make generally available our modifications or derivative works based on such open source code. Our inability to obtain or integrate third-party technologies with our own technology could delay service development until equivalent compatible technology can be identified, licensed and integrated. These third-party technologies may not continue to be available to us on commercially reasonable terms or at all. If our relationship with third parties were to deteriorate, or if such third parties were unable to develop innovative and saleable products, we could be forced to identify a new developer and our future revenue could suffer. We may fail to successfully integrate any licensed technology into our services or software, or maintain it through our own development work, which would harm our business and operating results. Third-party licenses also expose us to increased risks that include:
 
 
Risks of product malfunction after new technology is integrated;
 
Risks that we may be unable to obtain or continue to obtain support, maintenance and updates from the technology supplier;
 
The diversion of resources from the development of our own proprietary technology; and
 
Our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs.
 
We rely on intellectual property laws to protect our proprietary rights, and if these rights are not sufficiently protected or we are not able to obtain sufficient protection for our technology, it could harm our ability to compete and to generate revenue.
 
We rely on a combination of laws, such as those applicable to patents, copyrights, trademarks and trade secrets, and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our proprietary rights. Our ability to compete and grow our business could suffer if these rights are not adequately protected. Our proprietary rights may not be adequately protected because:
 
 
Laws and contractual restrictions may not adequately prevent infringement of our proprietary rights and misappropriation of our technologies or deter others from developing similar technologies; and
 
Policing infringement of our patents, trademarks and copyrights, misappropriation of our trade secrets, and unauthorized use of our products is difficult, expensive and time-consuming, and we may be unable to determine the existence or extent of this infringement or unauthorized use.
 
Intellectual property litigation is expensive and time-consuming and could divert management’s attention from our business. The outcome of any litigation is uncertain and could significantly impact our financial results. Also, the laws of other countries in which we market our products may offer little or no protection of our proprietary technologies. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for them, which would harm our competitive position and market share.
 
Our success and ability to compete depend to a significant degree on the protection of our solutions and other proprietary technology. It is possible that:
 
 
We may not be issued patents we may seek to protect our technology;
 
Competitors may independently develop similar technologies or design around any of our patents;
 
Patents issued to us may not be broad enough to protect our proprietary rights; and
 
Our issued patents could be successfully challenged.
 
 
We may face intellectual property infringement claims that could be costly to defend and result in our loss of significant rights.
 
Our business relies on the use and licensing of technology. Other parties may assert intellectual property infringement claims against us or our customers, and our products may infringe the intellectual property rights of third parties. For example, our products may infringe patents issued to third parties. In addition, as is increasingly common in the technology sector, we may be confronted with the aggressive enforcement of patents by companies whose primary business activity is to acquire patents for the purpose of offensively asserting them against other companies. From time to time, we have received allegations of intellectual property infringement, and we may receive more claims in the future. We may also be required to pursue litigation to protect our intellectual property rights or defend against allegations of infringement. Intellectual property litigation is expensive and time-consuming and could divert management’s attention from our business. The outcome of any litigation is uncertain and could significantly impact our financial results. If there is a successful claim of infringement, we may be required to develop non-infringing technology or enter into royalty or license agreements, which may not be available on acceptable terms, if at all. Our failure to develop non-infringing technologies or license proprietary rights on a timely basis would harm our business.
 
We have recorded long-lived assets, and our results of operations would be adversely affected if their value becomes impaired.
 
Goodwill and identifiable intangible assets were recorded in part due to our acquisition of substantially all of the assets and liabilities of YourTechOnline.com (“YTO”) in May 2008, our acquisition of substantially all of the assets of Xeriton Corporation in December 2009, and our acquisition of certain assets and assumed liabilities of SUPERAntiSpyware (“SAS”) in June 2011. We also have certain intangible assets with indefinite lives. We assess the impairment of goodwill and indefinite lived intangible assets annually or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. We assess the impairment of acquired product rights and other finite lived intangible assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Our results of operations would be adversely affected if impairment of our goodwill or intangible assets occurred.

UNRESOLVED STAFF COMMENTS.
 
Not applicable.
 
PROPERTIES.
 
Our corporate headquarters lease covers approximately 37,449 square feet at Redwood City, California.  During the third quarter of 2009, we ceased using approximately 17,048 square feet in order to align our facilities usage with our current size. This lease expires on July 31, 2012. The Company is in the process of locating a new headquarters facility. We lease an office of approximately 2,117 square feet at Sammamish, Washington for our software operations.  This lease expires on June 30, 2013.  We also lease an office of approximately 2,113 square feet at Eugene, Oregon for our software operations.  This lease expires on December 31, 2014.  In addition, we have an office in India with 6,838 square feet.  This lease expires on August 31, 2012.  We believe our facilities are adequate to meet our current business requirements.
 
LEGAL PROCEEDINGS.

 Legal Contingencies

In November 2001, a class action lawsuit was filed against us, two of our former officers and certain underwriters in the United States District Court for the Southern District of New York. Similar complaints were filed against 55 underwriters and more than 300 other companies and other individual officers and directors of those companies; the consolidated case is In re Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS) (S.D.N.Y.). The lawsuit, which sought unspecified damages, fees and costs, alleged that our registration statement and prospectus dated July 18, 2000 for the issuance and initial public offering of 4,250,000 shares of our common stock contained material misrepresentations and/or omissions related to alleged inflated commissions received by the underwriters of the offering. On April 1, 2009, all parties entered into a Stipulation and Agreement of Settlement that would resolve all claims and dismiss the case against us and our former officers, without any payment by us or our former officers. On October 5, 2009, the court issued an order approving the settlement. Certain other parties appealed the settlement, and the appeal was subsequently dismissed by stipulation of the other parties on January 9, 2012.  This concludes the litigation.

On February 7, 2012, a lawsuit seeking class-action certification was filed against the Company in the United States District Court for the Northern District of California, No. 12-CV-00609, alleging that the design of one the Company’s software products and the method of promotion to consumers constitute fraudulent inducement, breach of contract, breach of express and implied warranties, and unjust enrichment. On the same day the same plaintiffs’ law firm filed another action in the United States District Court for the Southern District of New York, No. 12-CV-0963, involving similar allegations against a subsidiary of the Company and one of the Company’s channel partners who distributes our software products, and that channel partner has requested indemnification under contract terms with the Company. The law firm representing the plaintiffs in both cases has filed unrelated class actions in the past year against a number of major software providers with similar allegations about those providers’ products.  At this time, the Company believes a loss is neither probable nor estimable and based on available information regarding this litigation, the Company is unable to determine an estimate, or a range of estimates, of potential losses.
 

We are also subject to other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business, potentially including assertions that we may be infringing patents or other intellectual property rights of others.  We accrue for legal contingencies if we can estimate the potential liability and if we believe it is more likely than not that the case will be ruled against us.  If a legal claim for which we did not accrue is resolved against us, we would record the expense in the period in which the ruling was made.  We currently do not believe that the ultimate amount of liability, if any, for any pending claims of any type (alone or combined) will materially affect our financial position, results of operations or cash flows. The ultimate outcome of any litigation is uncertain, however, and unfavorable outcomes could have a material negative impact on our financial condition and operating results. Regardless of outcome, litigation can have an adverse impact on us because of defense costs, negative publicity, diversion of management resources and other factors.

Tax Contingencies

We are required to make periodic filings in the jurisdictions where we are deemed to have a presence for tax purposes. We have undergone audits in the past and have paid assessments arising from these audits. Our India entity was issued notices of income tax assessment pertaining to the 2004-2005, 2005-2006, 2006-2007 and 2007-2008 fiscal years.  The notices claimed that the transfer price used in our inter-company agreements with our India entity was too low, and that the price should be increased.  We believe our current transfer pricing position is more likely than not to be sustained.  We believe that this will be resolved through the normal judicial appeal process used in India, and have submitted our case to the court. If we do not win our case we may incur additional payments, potentially up to $327,000.
 
We may be subject to other income tax assessments in the future.  We evaluate estimated expenses that could arise from those assessments in accordance with ASC 740, Income Taxes.  We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate on the amount of expenses.  We record the estimated liability amount of those assessments that meet the definition of an uncertain tax position under ASC 740.
 
Guarantees
 
We have identified guarantees in accordance with ASC 450, Contingencies. The guidance stipulates that an entity must recognize an initial liability for the fair value, or market value, of the obligation it assumes under the guarantee at the time it issues such a guarantee, and must disclose that information in its interim and annual financial statements. We have entered into various service level agreements with our channel partners, in which we may guarantee the maintenance of certain service level thresholds. Under some circumstances, if we do not meet these thresholds, we may be liable for certain financial costs. We evaluate costs for such guarantees under the statement for accounting for contingencies, as interpreted by the guidance for guarantor’s accounting and disclosure requirements for guarantees. We consider such factors as the degree of probability that we would be required to satisfy the liability associated with the guarantee and the ability to make a reasonable estimate of the resulting cost. To date, we incurred immaterial costs of less than 1% of revenue as a result of any such obligations and have not accrued any liabilities related to such obligations in the consolidated financial statements as of December 31, 2011 and 2010.
 
MINE SAFETY DISCLOSURES.
 
Not applicable.
 
 
PART II
 
ITEM 5.     MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Market of Common Stock
 
Our common stock has been traded publicly on the Nasdaq Global Select Market under the symbol “SPRT” since July 19, 2000. Before July 19, 2000, there was no public market for our common stock. The following table sets forth the highest and lowest sale price of our common stock for the quarters indicated:
 
   
Low
   
High
 
Fiscal Year 2010:
           
First Quarter
  $ 2.43     $ 3.43  
Second Quarter
  $ 3.26     $ 4.66  
Third Quarter
  $ 3.54     $ 5.08  
Fourth Quarter
  $ 4.40     $ 7.15  
Fiscal Year 2011:
               
First Quarter
  $ 5.14     $ 6.95  
Second Quarter
  $ 3.97     $ 6.08  
Third Quarter
  $ 1.80     $ 4.80  
Fourth Quarter
  $ 1.63     $ 2.59  
 
Holders of Record
 
As of February 29, 2012, there were approximately 135 holders of record of our common stock (not including beneficial holders of stock held in street name).
 
Dividend Policy
 
We have not declared or paid any cash dividends on our capital stock since our inception and do not expect to do so in the foreseeable future. We currently anticipate that all future earnings, if any, generated from operations will be retained by us to develop and expand our business. Any future determination with respect to the payment of dividends will be at the discretion of the Board of Directors and will depend on, among other things, our operating results, financial condition and capital requirements, the terms of then-existing indebtedness, general business conditions and such other factors as the Board of Directors deems relevant.
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
Information regarding the securities authorized for issuance under our equity compensation plans can be found under Item 12 of Part III of this Report.
 
Stock Price Performance Graph
 
The following graph illustrates a comparison of the cumulative total stockholder return (change in stock price plus reinvested dividends) of the Company’s Common Stock and the CRSP Total Return Index for the Nasdaq U.S. Stocks (the “Nasdaq Composite Index”) and Nasdaq Computer and Data Processing Services Index from December 31, 2006 through December 31, 2011. The graph assumes that $100 was invested on December 31, 2006 in us, the Nasdaq Composite Index and the Nasdaq Computer and Data Processing Services Index and that all dividends were reinvested. No cash dividends have been declared or paid on our common stock. Our common stock has been traded on the Nasdaq Global Select Market since July 19, 2000. The comparisons in the table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock.
 
 
 
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
SUPPORT.COM, INC.,
THE NASDAQ COMPOSITE INDEX, AND
THE NASDAQ COMPUTER INDEX
 
 
CUMULATIVE TOTAL RETURN AT PERIOD END
 
   
12/31/06
   
12/31/07
   
12/31/08
   
12/31/09
   
12/30/10
   
12/31/11
 
Support.com, Inc.
  $ 100.00     $ 81.20     $ 40.69     $ 48.18     $ 118.25     $ 41.06  
Nasdaq Composite Index
  $ 100.00     $ 109.81     $ 65.29     $ 93.95     $ 109.84     $ 107.86  
Nasdaq Computer Index
  $ 100.00     $ 121.86     $ 64.96     $ 110.97     $ 130.32     $ 130.96  
 
The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or Exchange Act.
 
 
SELECTED CONSOLIDATED FINANCIAL DATA.
 
Support.com was founded in 1997 under the name SupportSoft, Inc. as an enterprise software provider focused on technical support organizations.  In 2007 we launched our consumer services business, and in 2008 began reporting two operating segments, Enterprise and Consumer. In June, 2009 we sold our Enterprise business to Consona Corporation (“Consona”), changed our name to Support.com, Inc. and focused our efforts purely on the consumer and small business market.  As the Company has irrevocably sold the Enterprise business to Consona, the operations and cash flows of the disposed business have been completely eliminated from the ongoing operations of Support.com.  Therefore, our audited consolidated financial statements, accompanying notes and other information provided in this Form 10-K reflect the Enterprise business as a discontinued operation for all periods presented in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets.  After reclassifying the Enterprise business to discontinued operations, our continuing operations consist solely of our remaining segment, the Consumer business, which includes our online support services as well as our consumer software products.

The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included in Items 7 and 8 of Part II of this Report.
 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
   
(in thousands, except per share data)
 
Consolidated Statements of Operations Data:
                             
Revenue:
                             
Services
  $ 37,248     $ 32,276     $ 16,770     $ 6,468     $ 994  
Software and other
    16,591       11,901       725       343       56  
Total revenue
    53,839       44,177       17,495       6,811       1,050  
Cost of revenue:
                                       
Cost of services
    29,919       26,737       16,620       10,037       4,415  
Cost of software and other
    1,744       1,358       59              
Total cost of revenue
    31,663       28,095       16,679       10,307       4,415  
Gross profit (loss)
    22,176       16,082       816       (3,496 )     (3,365 )
Operating expenses:
                                       
Research and development
    6,057       5,214       5,795       6,694       5,070  
Sales and marketing
    21,791       18,091       7,675       9,073       5,087  
General and administrative
    12,005       10,963       14,119       14,559       13,891  
Amortization of intangible assets
    866       364       177       112        
Total operating expenses
    40,719       34,632       27,766       30,738       24,048  
Loss from operations
    (18,543 )     (18,550 )     (26,950 )     (34,234 )     (27,413 )
Interest income and other, net
    455       540       428       2,506       6,527  
Loss from continuing operations, before income taxes
    (18,088 )     (18,010 )     (26,522 )     (31,728 )     (20,886 )
Income tax provision (benefit)
    401       88       (4,941 )     (18 )      
Loss from continuing operations, after income taxes
    (18,489 )     (18,098 )     (21,581 )     (31,710 )     (20,886 )
                                         
Income (loss) from discontinued operations, after income taxes
    (151 )     31       7,004       12,604       (483 )
Net loss
  $ (18,640 )   $ (18,067 )   $ (14,577 )   $ (19,106 )   $ (21,369 )
Basic earnings per share:
                                       
Loss from continuing operations
  $ (0.39 )   $ (0.39 )   $ (0.47 )   $ (0.69 )   $ (0.46 )
Income (loss) from discontinued operations
    (0.00 )     0.00       0.16       0.28       (0.01 )
Basic net loss per share
  $ (0.39 )   $ (0.39 )   $ (0.31 )   $ (0.41 )   $ (0.47 )
Diluted earnings per share:
                                       
Loss from continuing operations
  $ (0.39 )   $ (0.39 )   $ (0.47 )   $ (0.69 )   $ (0.46 )
Income (loss) from discontinued operations
    (0.00 )     0.00       0.16       0.28       (0.01 )
Diluted net loss per share
  $ (0.39 )   $ (0.39 )   $ (0.31 )   $ (0.41 )   $ (0.47 )
Shares used in computing basic net loss per share
    48,288       46,818       46,378       46,098        45,610  
Shares used in computing diluted net loss per share
    48,288       46,818       46,378       46,098        45,610  

 
    December 31,  
    2011     2010     2009     2008     2007  
     
(in thousands)
 
Consolidated Balance Sheet Data:                                        
Cash, cash equivalents and investments
  $ 53,013     $ 74,235     $ 83,479     $ 87,856     $ 112,940  
Auction-rate security put option
  $     $     $ 1,289     $ 7,148     $  
Working capital
  $ 51,168     $ 71,385     $ 81,151     $ 68,429     $ 109,280  
Total assets
  $ 84,996     $ 93,739     $ 101,959     $ 123,586     $ 138,458  
Long-term obligations
  $ 1,575     $ 749     $ 992     $ 2,453     $ 1,318  
Accumulated deficit
  $ (160,949 )   $ (142,309 )   $ (124,242 )   $ (109,665 )   $ (90,559 )
Total stockholders’ equity
  $ 71,335     $ 86,057     $ 96,352     $ 105,446     $ 120,862  
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K. The following discussion includes forward-looking statements. Please see the section entitled “Forward-Looking Statements and Risk Factors” in Item 1A of this Report for important information to consider when evaluating these statements.
 
Overview
 
Support.com is a provider of cloud-based technology services and software for consumers and small business.

Our technology services and software products help install, set up, connect, secure, repair and optimize personal computers, printers, tablets, smartphones, digital cameras, gaming devices, music players, servers, networks, and other technology. We offer one-time and subscription services, and perpetual as well as subscription period licenses of our software products.
 
Our Personal Technology Experts (“PTEs”) deliver our services to customers online and by telephone, leveraging our proprietary cloud-based technology platform. They generally work from their homes rather than in brick and mortar facilities. Our software products include tools designed to address some of the most common technology issues including computer maintenance, optimization and security.
 
We market our services through channel partners and directly. Our channel partners include leading retail, Internet service provider, and technology brands. We market our software products directly, principally online,  and through channel partners.  We offer free trial versions to encourage customers to experience the products before buying and free versions to encourage customers to upgrade to premium versions for which we charge license fees. Our sales and marketing efforts principally target North American customers.

Total revenue for the year ended December 31, 2011 increased by $9.6 million, or 22%, from 2010. Services revenue for the year ended December 31, 2011 increased by $4.9 million, or 15%, from 2010. The increase in services revenue was primarily driven by expansion of the Comcast program. Software revenue for the year ended December 31, 2011 increased by $4.7 million, or 39%, from 2010. The increase in software revenue was driven by growth in an existing channel partnership, optimization of the monetization of our ARO product, and the availability of favorably-priced advertising inventory during the first half of 2011. The introduction of new software products such as SUPERAntiSpyware also contributed to the year-over-year increase in software revenue.

Cost of Services for the year ended December 31, 2011 grew by 12% from 2010 as we added delivery agents to support revenue growth. Cost of Software and Other for year ended December 31, 2011 grew by 28% from 2010, driven by higher royalty rate payments to third-party developers.  Gross margin for the year ended December 31, 2011 was 41%, an increase of 5 points from 2010, driven mainly by an increased percentage of software in the revenue mix.

Operating expenses for the year ended December 31, 2011 grew 18% from 2010, driven primarily by the addition of sales agents to support new services programs and increased advertising spend to grow software revenues.

Our key financial goals for 2012 are to continue to grow and diversify revenue, increase gross margin, and achieve profitability. Our strategies for achieving our goals include expanding existing services programs, increasing software revenues, growing our customer base, enhancing service delivery efficiency, optimizing contact center sales operations, and extending our cloud-based technology platform to support each of the foregoing strategies.

We intend the following discussion of our financial condition and results of operations to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our financial statements.
 
 
Critical Accounting Policies and Estimates
 
In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, we make assumptions, judgments and estimates that can have a significant impact on our revenue and operating results, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, fair value measurements, business combinations, purchase accounting, accounting for goodwill and other intangible assets, stock-based compensation and accounting for income taxes have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies. For further information on the critical accounting policies, see Note 1 of our Notes to Consolidated Financial Statements.
 
Revenue Recognition
 
Our revenue recognition policy is one of our critical accounting policies because revenue is a key component of our results of operations, and revenue recognition is based on complex rules which require us to make judgments. In applying our revenue recognition policy we must determine whether revenue is to be recognized on a gross or net basis in accordance with the provisions of ASC 605, Revenue Recognition, which portions of our revenue are to be recognized in the current period, and which portions must be deferred and recognized in subsequent periods. We also recognize services breakage on non-subscription deferred revenue balances, and we use judgment in evaluating the historical redemption patterns used to estimate the amount of such revenue to be recognized.  We do not record revenue on sales transactions when the collection of cash is in doubt at the time of sale, and we use management judgment in determining collectability.  From time to time, we may enter into agreements which involve us making payments to our channel partners.  We use judgment in evaluating the treatment of such payments and in determining which portions of the consideration paid to customers should be recorded as contra-revenue and which should be recorded as an expense.  We generally provide a refund period on services and software, and we employ judgment in determining whether a customer is eligible for a refund based on that customer’s specific facts and circumstances.  If our estimates and judgments on any of the foregoing are incorrect, our revenue for one or more periods may be incorrectly recorded.  Please see Note 1 in Notes to Consolidated Financial Statements for further discussion of our revenue recognition policies.

Fair Value Measurements
 
ASC 820, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

 
Level 1 - Quoted prices in active markets for identical assets or liabilities. Therefore, determining fair value for Level 1 instruments generally does not require significant management judgment, and the estimation is not difficult.
 
 
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
 
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.
 
Our Level 2 securities are priced using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques. Marketable securities, measured at fair value using Level 2 inputs, are primarily comprised of commercial paper, corporate bonds, corporate notes and U.S. government agencies securities.  We review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data.  There were no transfers between Level 1 and Level 2 measurements during the year of 2011.
 

Our Level 3 assets consist of auction-rate securities (“ARS”) with various state student loan authorities. Beginning February 2008, all auctions for our ARS failed. Based on the continued failure of these auctions and the underlying maturities of the securities, we continue to classify our ARS holdings as long-term assets.  The fair value of our ARS holdings was estimated by management using assumptions regarding market volatility and discount rates.  If any of these estimates change, the value of Level 3 assets could change in future periods.

Business Combinations – Purchase Accounting
 
Under the purchase method of accounting, we record the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.  We record the excess of purchase price over the aggregate fair values as goodwill.  We determine the fair values of assets acquired and liabilities assumed.  These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets.  Such estimates include assumptions regarding future revenue streams, market performance, customer base, and various vendor relationships.  We estimate the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expenses.  We estimate the future cash flows to be derived from such assets, and these estimates are used to determine the fair value of the assets.  If any of these estimates change, depreciation or amortization expenses could be changed and the value of our intangible assets could be impaired.
 
Accounting for Goodwill and Other Intangible Assets
 
We assess the impairment of goodwill annually or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. Consistent with our determination that we have only one reporting segment, we have determined that there is only one reporting unit and goodwill is evaluated for impairment at the entity level.  We test goodwill using the two-step process required by ASC 350, Intangibles – Goodwill and Other.  In the first step, we compare the carrying amount of the reporting unit to the fair value based on quoted market prices of our common stock.  If the carrying value of the reporting unit exceeds the fair value, goodwill is potentially impaired and the second step of the impairment test must be performed.  In the second step, if such comparison reflects potential impairment, we would compare the implied fair value of the goodwill, as defined by ASC 350, to its carrying amount to determine the amount of impairment loss, if any.  We performed our annual goodwill impairment tests on September 30, 2011, 2010, and 2009 and concluded that there was no impairment.

We assess the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. If our estimates regarding future cash flows derived from such assets were to change, we may record an impairment to the value of these assets.  Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value.

Stock-Based Compensation
 
We account for stock-based compensation in accordance with the provisions of ASC 718, Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award. We estimate the fair value of stock-based awards on the grant date using the Black-Scholes-Merton option-pricing model. Determining the appropriate fair value model and calculating the fair value of stock-based awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life. If any of these assumptions used in the option-pricing models change, our stock-based compensation expense could change on our consolidated financial statements.

Accounting for Income Taxes
 
We are required to estimate our income taxes in each of the tax jurisdictions in which we operate. This process involves management’s estimation of our current tax exposures together with an assessment of temporary differences determined based on the difference between the financial statement and tax basis of certain items. These differences result in net deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must assess the likelihood that we will be able to recover our deferred tax assets.  If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable.  We currently have provided a full valuation allowance on our U.S. deferred tax assets and a full valuation allowance on certain foreign deferred tax assets that management determined are not likely to be realized due to cumulative net losses since inception and the difficulty in accurately forecasting the Company’s results.  If any of our estimates change, we may change the likelihood of recovery and our tax expense as well as the value of our deferred tax assets would change.
 
 
Our deferred tax assets do not include the excess tax benefit related to stock-based compensation that are a component of our federal and state net operating loss carryforwards in the amount of $2.6 million as of December 31, 2011. Consistent with prior years, the excess tax benefit reflected in our net operating loss carryforwards will be accounted for as a credit to stockholders’ equity, if and when realized.  In determining if and when excess tax benefits have been realized, we have elected to utilize the with-and-without approach with respect to such excess tax benefits.
 
Our income tax calculations are based on the application of the respective U.S. Federal, state or foreign tax law. The Company’s tax filings, however, are subject to audit by the respective tax authorities. Accordingly, we recognize tax liabilities based on our estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense or benefit in the consolidated statements of operations.
 
Results of Operations
 
The following table presents certain Consolidated Statements of Operations data for the periods indicated as a percentage of total revenue:
 
   
Years Ended December 31,
 
   
2011
   
2010
   
2009
 
Revenue:
                 
Services
    69 %     73 %     96 %
Software and other
    31       27       4  
Total revenue
    100       100       100  
Cost of revenue:
                       
Cost of services
    56       61       95  
Cost of software and other
    3       3        
Total cost of revenue
    59       64       95  
Gross profit
    41       36       5  
Operating expenses:
                       
Research and development
    11       12       33  
Sales and marketing
    40       41       44  
General and administrative
    22       24       81  
Amortization of intangible assets
    2       1       1  
Total operating expenses
    75       78       159  
Loss from operations
    (34 )     (42 )     (154 )
Interest income and other, net
    1       1       2  
Loss from continuing operations, before income taxes
    (33 )     (41 )     (152 )
Income tax provision (benefit)
    1       0       (28 )
Loss from continuing operations, after income taxes
    (34 )     (41 )     (124 )
Income (loss) from discontinued operations, after income taxes
    (0 )     0       40  
Net loss
    (34 )%     (41 )%     (84 )%
 
 
Years Ended December 31, 2011, 2010, and 2009
 
Revenue

($ in thousands)
 
2011
   
% Change
2010 to 2011
   
2010
   
% Change
2009 to 2010
   
2009
 
Services
  $ 37,248       15 %   $ 32,276       92 %   $ 16,770  
Software and other
    16,591       39 %     11,901       1,542 %     725  
Total revenue
  $ 53,839       22 %   $ 44,177       153 %   $ 17,495  
 
Services revenue consists primarily of fees for technology services through our channel partners or directly.  We provide these services remotely, using work-from-home Personal Technology Experts and contractors who utilize our proprietary technology to deliver the services.  Services revenue for the year ended December 31, 2011 increased by $4.9 million from 2010.  The increase was primarily due to growth in our channel programs, primarily expansion of the Comcast program.  For the year ended December 31, 2011, services revenue generated from our channel partnerships was $34.5 million compared to $28.8 million for 2010.  Direct services revenue was $2.8 million in 2011 compared to $3.6 million in 2010.  Services revenue for the year ended December 31, 2010 increased by $15.5 million from 2009.  The increase was primarily driven by growth in certain channel partnerships.  Services revenue generated from our channel partnerships was $28.8 million for the year ended December 31, 2010 compared to $15.2 million for 2009.  Direct services revenue was $3.6 million in 2010 compared to $1.7 million in 2009.  We expect services revenue to continue to grow in 2012 as a result of expansion of established programs, development of new partnerships with additional channel partners, and launch of our small business programs. In addition, we expect subscription revenue to become a larger portion of total services revenue in 2012 as compared to 2011.

Software and other revenue is comprised primarily of fees for software products provided through direct consumer downloads and, to a lesser extent, through the sale of this software via channel partners. Software and other revenue for the twelve months ended December 31, 2011 increased by $4.7 million compared to the same period of 2010, driven by growth in an existing channel partnership, optimization of the monetization of our ARO product and the availability of favorably-priced advertising inventory during the first half of 2011. The year-over-year growth in software and other revenue from 2010 to 2011 also reflects results of selling the software products acquired in our purchase of substantially all of the assets of SUPERAntiSpyware in June of 2011. Direct software revenue and other was $11.3 million for the year ended December 31, 2011 compared to $9.9 million for 2010.  Software revenue and other generated from our channel partnerships was $5.3 million in 2011 compared to $1.9 million for 2010. Software and other revenue was $11.9 million for the year ended December 31, 2010 compared to $725,000 for the year ended December 31, 2009.  The year-over-year growth in software and other revenue from 2009 to 2010 reflects full-year results of selling the products acquired in our purchase of substantially all of the assets of Xeriton Corporation in December of 2009 and increases in the sales of such products under our ownership relative to their run rate when acquired.  We expect software revenue levels in 2012 to be determined by progress on new initiatives including enhancing key products, broadening third-party distribution and deploying new customer acquisition strategies.

Revenue Mix
 
The components of revenue by type, expressed as a percentage of total revenue were:
 
   
Year Ended
December 31,
 
   
2011
   
2010
   
2009
 
Services
    69 %     73 %     96 %
Software and other
    31       27       4  
Total revenue
    100 %     100 %     100 %
 
We expect that services revenue will continue to comprise a substantial majority of our total revenue but that software and other revenue will represent a material percentage of our total revenue over the next year.
 
For the year ended December 2011, Office Depot, Staples and Comcast accounted for 23%, 15% and 14% of our total revenue, respectively.  For the year ended December 31, 2010, Office Depot and Staples accounted for 43% and 17% of our total revenue, respectively.  For the year ended December 31, 2009, Office Depot accounted for 82% of our total revenue. No other customers accounted for 10% or more of our total revenue in any year presented.  Revenue from customers outside the United States accounted for approximately 1%, 1% and 2% of our total revenue in 2011, 2010 and 2009, respectively.
 
 
Cost of Revenue
 
($ in thousands)
 
2011
   
% Change
2010 to 2011
   
2010
   
% Change
2009 to 2010
   
2009
 
Cost of services
  $ 29,919       12 %   $ 26,737       61 %   $ 16,620  
Cost of software and other
    1,744       28 %     1,358       2,202 %     59  
Total cost of revenues
  $ 31,663       13 %   $ 28,095       68 %   $ 16,679  
 
Cost of services.  Cost of services consists primarily of salary–related and contractor expenses for people providing services, technology and telecommunication expenses related to the delivery of services and other personnel-related expenses in service delivery. The increase of $3.2 million in cost of services for the year ended December 31, 2011 compared to 2010 was mainly driven by $3.1 million of costs associated with higher numbers of service delivery personnel added to support program growth.  The increase of $10.1 million in cost of services for the year ended December 31, 2010 as compared to 2009 was primarily due to increases in salary and related expense of $9.0 million as a result of growing our workforce of Personal Technology Experts, as well as a corresponding increase of $400,000 in direct technology costs to support this growing workforce.  In 2012, we expect cost of services to continue to increase to support higher anticipated service volumes.
 
Cost of software and other.  Cost of software and other fees consists primarily of third-party royalty fees for our software products.  Certain of these products were developed using third-party research and development resources, and the third party receives royalty payments on sales of products it developed.  The increase of $386,000 in cost of software and other for the year ended December 31, 2011 compared to 2010 was primarily due to higher third-party royalty payments driven by higher software revenues.  The increase of $1.3 million in cost of software and other for the year ended December 31, 2010 compared to 2009 was primarily driven by an increase in royalty payments associated with a full year of product sales for the products we acquired in December 2009.  In 2012, we expect gross margin from software revenue and other to be relatively consistent with 2011.
 
Operating expenses
 
($ in thousands)
 
2011
   
% Change
2010 to 2011
   
2010
   
% Change
2009 to 2010
   
2009
 
Research and development
  $ 6,057       16 %   $ 5,214       (10 )%   $ 5,795  
Sales and marketing
    21,791       20 %     18,091       136 %     7,675  
General and administrative
    12,005       10 %     10,963       (22 )%     14,119  
Total operating expenses
  $ 39,853       16 %   $ 34,268       24 %   $ 27,589  
 
Research and development.  Research and development expense consists primarily of compensation costs, third-party consulting expenses and related overhead costs for research and development personnel. Research and development costs are expensed as they are incurred.  The increase of $843,000 in research and development expense for the year ended December 31, 2011 compared to 2010 resulted primarily from an increase in salary and related expenses of $615,000 and an increase in stock-based compensation expense of $228,000.  The decrease of $581,000 in research and development expense for the year ended December 31, 2010 compared to 2009 resulted from a decrease in salary and related expenses of $300,000 due to fewer research and development personnel and a decrease in office expenses of $165,000 driven primarily by lower facility costs for an office outside the United States.  In 2012, we expect research and development spending to increase modestly as we continue our investment in our technology.
 
Sales and marketing.  Sales and marketing expense consists primarily of compensation costs, including salaries and sales commissions for sales agents and business development, program management and marketing personnel, as well as expenses for lead generation and promotional activities, including public relations, advertising and marketing.  The increase of $3.7 million in sales and marketing expense for the year ended December 31, 2011 compared to 2010 resulted  from $3.0 million related to additional personnel expense, primarily for our expanding Comcast program, and $1.7 million of additional marketing expense associated with higher software sales.  This increase was offset by a decrease of $1.6 million in partner marketing fees for our channels due to contractual reductions in marketing fee rates.  The increase of $10.4 million in sales and marketing expense for the year ended December 31, 2010 compared to 2009 resulted from an increase in compensation costs of $2.2 million, primarily due to higher sales and marketing personnel, and an increase in marketing spending of $8.4 million to drive sales of software products acquired in 2009.  In 2012, we expect sales and marketing spending levels to be determined by a number of factors including software marketing costs, sales agent costs and investments in small business programs.
 
 
General and administrative.  General and administrative expense consists primarily of compensation costs and related overhead costs for administrative personnel and professional fees for legal, accounting and other professional services. The increase of $1.0 million in general and administrative expense for the year ended December 31, 2011 compared to 2010 resulted from an increase in acquisition-related costs of $543,000 and an increase in stock-based compensation expense of $212,000.  The decrease of $3.2 million in general and administrative expense for the year ended December 31, 2010 compared to 2009 result from a decrease in salary and related expenses of $300,000, a decrease in professional services of $870,000, a decrease in office related expense of $210,000 and a decrease in restructuring expense of $1.1 million associated with the sale of our Enterprise business in 2009.  In 2012, we expect general and administrative spending to increase modestly in order to support our growing business.
 
Restructuring and impairment charges.  Restructuring and impairment charges consist of charges related to reductions in our work force and related facilities costs.  For the year ended December 31, 2011, we recorded restructuring and impairment charges of $470,000 including $92,000 for cost of service, $310,000 for sales and marketing and $68,000 for general and administrative.  There were no restructuring and impairment charges recorded in 2010.  For the year ended December 31, 2009, we recorded restructuring charges of $1.7 million including $62,000 for cost of service, $196,000 for research and development, $295,000 for sales and marketing and $1.1 million for general and administrative. We expect to pay the remaining balance of $210,000 through 2012.  The details of our restructuring charges are presented in Note 7 to the Consolidated Financial Statements.

Amortization of intangible assets
 
($ in thousands)
 
2011
   
% Change
2010 to 2011
   
2010
   
% Change
2009 to 2010
   
2009
 
Amortization of intangible assets
  $ 866       138 %   $ 364       106 %   $ 177  

 
Amortization of intangible assets.  Amortization of intangible assets in 2011, 2010 and 2009 was $866,000, $364,000 and $177,000, respectively.  The increase in amortization of intangible assets in 2011 was due to the acquisition of SUPERAntiSpyware in 2011.  The increase in amortization of intangible assets in 2010 was due to the full-year amortization of intangible assets acquired from Xeriton Corporation in December 2009.

Interest income and other, net
 
($ in thousands)
 
2011
   
% Change
2010 to 2011
   
2010
   
% Change
2009 to 2010
   
2009
 
Interest income and other, net
  $ 455       (16 )%   $ 540       26 %   $ 428  
 
Interest income and other, net.  Interest and other income consist primarily of interest income on our cash, cash equivalents and investments.  The decrease in interest income and other, net from 2010 to 2011 was primarily due to lower cash, cash equivalents and investment in 2011 compared to 2010.  The increase in interest income and other, net in 2010 as compared to 2009 was a result of realized foreign currency losses of $189,000 related to the Enterprise business in the first quarter of 2009 that did not recur in 2010.
 
Income tax provision (benefit)
 
($ in thousands)
 
2011
   
2010
   
2009
 
Income tax provision (benefit)
  $ 401     $ 88     $ (4,941 )

Income tax provision (benefit).  Generally, the amount of tax expense or benefit allocated to continuing operations is determined without regard to the tax effects of other categories of income or loss, such as income from discontinued operations. However, an exception is provided in ASC 740, Income Taxes, when there is a pre-tax loss from continuing operations and pre-tax income from other categories in the current year.  As a result, the Company recorded a tax expense of $401,000 in continuing operations primarily related to India income tax, deferred tax expenses of goodwill amortization, and state income taxes with an offsetting tax benefit of $133,000 in discontinued operations during the current year.  For the period ended December 31, 2010, the income tax provision of $88,000 was primarily comprised of a gain on sale of the Company’s Enterprise business offset by $31,000 benefit of discontinued operations.  For the period ended December 31, 2009, the income tax benefit of $4.9 million was primarily comprised of the utilization of continuing operations tax attributes offset by the tax on the gain on sale from discontinued operations.
 

Liquidity and Capital Resources
 
Total cash, cash equivalents and investments at December 31, 2011 and 2010 were $53.0 million and $74.2 million, respectively.   The decrease in cash, cash equivalents and investments in fiscal year 2011 was primarily due to $11.1 million of cash used in operating activities and acquisition of a business of $8.4 million.

Operating Activities
 
Net cash used in operating activities was $11.1 million for the year ended December 31, 2011, $13.4 million for the year ended December 31, 2010, and $24.0 million for the year ended December 31, 2009. Amounts included in net loss, which do not require the use of cash, primarily include stock-based compensation expenses, realized gain/loss on our ARS and corresponding gain/loss on the ARS put option. The sum of these items totaled $6.9 million, $5.2 million, and $5.2 million in 2011, 2010 and 2009, respectively. Net cash used in operating activities during 2011 was the result of the net loss of $18.6 million, an increase in accounts receivable, net of $5.1 million, partially offset by non-cash items of $6.9 million and an increase in deferred revenue of $3.1 million.  Net cash used in operating activities during 2010 was the result of the net loss of $18.1 million, an increase in accounts receivable, net of $1.9 million, partially offset by non-cash items of $5.2 million.  Net cash used in operating activities during 2009 was the result of the net loss of $14.6 million, a reduction in other accrued liabilities of $10.0 million, a reduction in deferred revenue for discontinued operations of $1.1 million and a gain on the sale of the Enterprise business of $4.2 million, partially offset by non-cash items of $5.2 million.
 
Investing Activities
 
Net cash provided by (used in) investing activities was $14.5 million for the year ended December 31, 2011, $3.8 million for the year ended December 31, 2010, and $(17.3) million for the year ended December 31, 2009. Net cash provided by investing activities in 2011 was primarily due to sales and maturities of $74.0 million in marketable securities offset by the purchase of $50.8 million in marketable securities, $8.4 million for the acquisition of SUPERAntiSpyware and $279,000 in property and equipment purchases.  Net cash provided by investing activities in 2010 was primarily due to sales and maturities of $69.8 million in marketable securities offset by the purchase of $65.5 million in marketable securities and $498,000 in property and equipment purchases.  The amount of net cash used in investing activities for the year ended December 31, 2009 resulted primarily from the net proceeds we received from the sale of the Enterprise business of $20.5 million and sales and maturities of $15.7 million in marketable securities offset by the purchase of $44.9 million in marketable securities, and $7.9 million used for the acquisition of substantially all of the assets of Xeriton Corporation and expenditures of $584,000 for property and equipment and developed technology.
 
Financing Activities
 
Net cash generated by financing activities was $516,000 for the year ended December 31, 2011, $4.5 million for the year ended December 31, 2010, and $485,000 for the year ended December 31, 2009. In 2011 and 2009, cash generated by financing activities was primarily attributable to the exercise of employee stock options and the purchase of common stock under employee stock purchase plans. In 2010, cash generated by financing activities was primarily attributable to the exercise of employee stock options.
 
Working Capital and Capital Expenditure Requirements
 
At December 31, 2011, we had stockholders’ equity of $71.3 million and working capital of $51.2 million. We believe that our existing cash balances will be sufficient to meet our working capital requirements for at least the next 12 months. In 2012, we expect our capital expenditures to remain relatively consistent with 2011.
 
If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses at any time in the future, we may seek to sell additional equity or debt securities. The sale of additional equity could result in more dilution to our stockholders.
 
 
We plan to continue to make investments in our business during 2012. We believe these investments are essential to creating sustainable growth in our business in the future. Additionally, we may choose to acquire other businesses or complimentary technologies to enhance our product capabilities and such acquisitions would likely require the use of cash.
 
Contractual Obligations
 
The following summarizes our contractual obligations at December 31, 2011 and the effect these contractual obligations are expected to have on our liquidity and cash flows in future periods (in thousands).
 
   
Payments Due By Period
 
   
Total
   
Less than
1 year
   
1 - 3
Years
   
After
3 Years
 
Operating leases
  $ 660     $ 612     $ 48     $ -  
 
These obligations are for non-cancelable operating leases including our headquarters office and offices to carry out research and development and operations globally.  These obligations also include the Company’s outstanding liabilities for payment of leases for facilities that have been impaired.
 
Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2011, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $0.6 million of unrecognized tax benefits have been excluded from the contractual obligations table. See Note 9 to the Consolidated Financial Statements for a discussion on income taxes.
 
Off-Balance Sheet Arrangements
 
At December 31, 2011, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
 
Recent Accounting Pronouncements
 
In October 2009 the Financial Accounting Standards Board (the “FASB”) amended the accounting standards applicable to revenue recognition for multiple-deliverable revenue arrangements that are outside the scope of industry-specific software revenue recognition guidance.  This new guidance amends the criteria for allocating consideration in multiple-deliverable revenue arrangements by establishing a selling price hierarchy.  The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available.  The guidance also eliminates the use of the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method.  We adopted this guidance on a prospective basis on January 1, 2011, and therefore applied it to relevant revenue arrangements originating or materially modified on or after that date. The adoption of this guidance did not have a material impact on our results of operations or financial position.

In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This update amends Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurement and Disclosure.” ASU 2011-04 clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 is effective for annual and interim reporting periods beginning on or after December 15, 2011. The new guidance is to be adopted prospectively and early adoption is not permitted. We do not believe that adoption of ASU 2011-04 will have a material effect on the Company’s consolidated financial statements.
 
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income”.  This update is to improve the comparability, consistency and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. Under this amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  On October 21, 2011, the FASB decided that the specific requirement to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income will be deferred.  With the exception of the requirements of the update subject to deferral, ASU No. 2011-05 is effective for public entities for fiscal years and interim periods within those years beginning after December 15, 2011.  The Company does not believe that the adoption of this guidance will have a significant impact on the Company’s consolidated financial statements.
 

In September 2011, the FASB issued ASU No. 2011-08, “Intangible – Goodwill and Other”.  This update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The Company expects to adopt this update for its reporting period ending March 31, 2012.  The Company does not expect that the adoption of this guidance will have a material effect on the Company’s consolidated financial statements.
 
In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”.  This update is to require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  ASU No. 2011-11 will be effective for annual reporting periods beginning on or after January 1, 2013.  The Company does not expect this update will have any significant impact on our financial position.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Interest Rate and Market Risk
 
There has been significant deterioration and instability in the financial markets since 2008. This extraordinary disruption and readjustment in the financial markets exposes us to additional investment risk. The value and liquidity of the securities in which we invest could deteriorate rapidly and the issuers of such securities could be subject to credit rating downgrades. In light of the current market conditions and these additional risks, we actively monitor market conditions and developments specific to the securities and security classes in which we invest. While we believe we take prudent measures to mitigate investment related risks, such risks cannot be fully eliminated, as there are circumstances outside of our control.

The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve this objective, we invest our excess cash in a variety of securities, including U.S. government agency securities, ARS, corporate notes and bonds, commercial paper and money market funds meeting certain criteria. These securities are classified as available-for-sale. Consequently, our available-for-sale securities are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss). Our holdings of the securities of any one issuer, except government agencies, do not exceed 10% of our portfolio. We do not utilize derivative financial instruments to manage our interest rate risks.

As of December 31, 2011 and 2010, we held $30.9 million and $55.7 million in investments (excluding cash and cash equivalents), respectively, which consisted primarily of government debt securities, corporate notes and bonds, commercial paper, and ARS. The weighted average interest rate, including the impact of amortization of premium/accretion of discounts of our portfolio was approximately 0.43% at December 31, 2011 and 0.64% at December 31, 2010. A decline in interest rates over time would reduce our interest income from our investments. A decrease in interest rates of 100 basis points would cause a corresponding decrease in our annual interest income of approximately $309,000.

At December 31, 2011 and 2010 we had investments in AAA-rated ARS with various state student loan authorities with estimated fair values of $1.1 million and $2.7 million, respectively. The student loans made by these authorities are substantially guaranteed by the Federal government through the Federal Family Education Loan Program (FFELP). ARS are long-term floating rate bonds tied to short-term interest rates. After the initial issuance of the securities, the interest rate on the securities is reset periodically, at intervals established at the time of issuance (e.g., every seven days, 28 days, 35 days, or every six months), based on market demand, if the auctions are successful. ARS are bought and sold in the marketplace through a competitive bidding process often referred to as a “Dutch auction.” If there is insufficient interest in the securities at the time of an auction, the auction may not be completed and the ARS then pays a default interest rate. Following such a failed auction, we cannot access our funds that are invested in the corresponding ARS until a future auction of these investments is successful, new buyers express interest in purchasing these securities in between reset dates, issuers establish a different form of financing to replace these securities or final payments become due according to contractual maturities. Commencing in February 2008, conditions in the global credit markets resulted in failed auctions for all of the ARS we held. In the near term, our ability to liquidate our investments in ARS or fully recover the carrying values may be limited or not exist.
 

The fair value of our remaining $1.1 million of ARS, classified as available-for-sale, was based on a discounted cash flow valuation that takes into account a number of factors including the estimated weighted average remaining term (WART) of the underlying securities, the expected return, and the discount rate. The WART was estimated based on the servicing report and expectations regarding redemptions. The expected return was calculated based on the last twelve months’ average for the 91-day U.S. treasury bill, plus a spread. This rate is the typical default rate for ARS held by us. The discount rate was calculated using the three-month LIBOR rate, plus adjustments for the security type. Changes in any of the above estimates, especially the WART or the discount rate, could result in a material change to the fair value. At December 31, 2011, our remaining ARS investment was classified as a Level 3 asset. Presently we have determined the decline in value for the available-for-sale ARS to be temporary because i) we have no current intent to sell the security, and we believe that we will not be required to sell the security before the recovery of its amortized cost due to our large cash reserves; ii) through December 31, 2011, this security has maintained a AAA credit rating; and iii) loans made by the issuers are backed by the Federal government. We have also determined that we do not intend to sell an impaired available-for-sale security and will not be required to sell such a security before the recovery of our amortized cost basis due to its large cash reserves.
 
However, if circumstances change, we may be required to record an other-than-temporary impairment charge on the available-for-sale ARS. We may similarly be required to record other-than-temporary impairment charges if the rating on this security is reduced or if any of the issuers default on their obligations. In addition to impairment charges, any of these events could cause us to lose part or all of our investment in this security. As of December 31, 2011, we had investments in ARS with estimated fair values of $1.1 million. Any of these events could materially affect our results of operations and our financial condition. We currently believe this security is not significantly impaired for the reasons described above; however, it could take until the final maturity of the underlying notes (up to 30 years) to realize our investments’ recorded value.
 
Impact of Foreign Currency Rate Changes
 
The functional currencies of our international operating subsidiaries are the local currencies. We translate the assets and liabilities of our foreign subsidiaries at the exchange rates in effect on the balance sheet date. We translate their income and expenses at the average rates of exchange in effect during the period. We include translation gains and losses in the stockholders’ equity section of our balance sheet. We include net gains and losses resulting from foreign exchange transactions in interest income and other in our statements of operations. Since we translate foreign currencies (primarily Canadian dollars, British Pound Sterling, and Indian rupees) into U.S. dollars for a limited number of customers and a small portion of our operations, currency fluctuations may have an immaterial impact on our financial results. We have both revenue and expenses that are denominated in foreign currencies. Foreign currency losses are larger than foreign currency gains. A weaker U.S. dollar environment would have an immaterial negative impact on our statement of operations, while a stronger U.S. dollar environment would have an immaterial positive impact on our statement of operations. The historical impact of currency fluctuations has generally been immaterial.  As of December 31, 2011, we did not engage in foreign currency hedging activities.
 
 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
SUPPORT.COM, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Page
   
Report of Independent Registered Public Accounting Firm
35
   
Consolidated Balance Sheets
36
   
Consolidated Statements of Operations
37
   
Consolidated Statements of Stockholders’ Equity
38
   
Consolidated Statements of Cash Flows
39
   
Notes to Consolidated Financial Statements
40

 
 
The Board of Directors and Stockholders of
Support.com, Inc.
 
We have audited the accompanying consolidated balance sheets of Support.com, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Support.com, Inc. at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Support.com, Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2012 expressed an unqualified opinion thereon.
 
 
/s/ Ernst & Young LLP
Redwood City, California  
March 9, 2012
 
 
SUPPORT.COM, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(in thousands except share and per share data)
 
   
December 31,
 
   
2011
   
2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 22,159     $ 18,561  
Short-term investments
    29,743       53,007  
Accounts receivable, less allowance of $20 and $43 at December 31, 2011 and 2010, respectively.
    10,284       5,133  
Prepaid expenses and other current assets
    1,068       1,617  
Total current assets
    63,254       78,318  
Long-term investments
    1,111       2,667  
Property and equipment, net
    461       623  
Purchased technology, net
    143       226  
Goodwill
    13,621       10,181  
Intangible assets, net
    5,670       1,076  
Other assets
    736       648  
Total assets
  $ 84,996     $ 93,739  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 1,196     $ 536  
Accrued compensation
    1,676       1,248  
Other accrued liabilities
    4,491       3,575  
Short-term deferred revenue
    4,723       1,574  
Total current liabilities
    12,086       6,933  
Long-term deferred revenue
    489        
Other long-term liabilities
    1,086       749  
Total liabilities
    13,661       7,682  
Commitments and contingencies (Note 6)
               
Stockholders’ equity:
               
Common stock; par value $0.0001, 150,000,000 shares authorized; 48,368,476 issued and outstanding at December 31, 2011 and 48,142,145 issued and outstanding at December 31, 2010
    5       5  
Additional paid-in capital
    233,977       229,692  
Accumulated other comprehensive loss
    (1,698 )     (1,331 )
Accumulated deficit
    (160,949 )     (142,309 )
Total stockholders’ equity
    71,335       86,057  
Total liabilities and stockholders’ equity
  $ 84,996     $ 93,739  
 
See accompanying notes.
 
 
SUPPORT.COM, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(in thousands except per share data)
 
   
Year Ended December 31,
 
   
2011
   
2010
   
2009
 
Revenue:
                 
Services
  $ 37,248     $ 32,276     $ 16,770  
Software and other
    16,591       11,901       725  
Total revenue
    53,839       44,177       17,495  
Costs of revenue:
                       
Cost of services
    29,919       26,737       16,620  
Cost of software and other
    1,744       1,358       59  
Total cost of revenue
    31,663       28,095       16,679  
Gross profit
    22,176       16,082       816  
Operating expenses:
                       
Research and development
    6,057       5,214       5,795  
Sales and marketing
    21,791       18,091       7,675  
General and administrative
    12,005       10,963       14,119  
Amortization of intangible assets
    866       364       177  
Total operating expenses
    40,719       34,632       27,766  
Loss from operations
    (18,543 )     (18,550 )     (26,950 )
Interest income and other, net
    455       540       428  
Loss from continuing operations, before income taxes
    (18,088 )     (18,010 )     (26,522 )
Income tax provision (benefit)
    401       88       (4,941 )
Loss from continuing operations, after income taxes
    (18,489 )     (18,098 )     (21,581 )
Income (loss) from discontinued operations, after income taxes
    (151 )     31       7,004  
Net loss
  $ (18,640 )   $ (18,067 )   $ (14,577 )
Basic and diluted earnings per share:
                       
Loss from continuing operations
  $ (0.39 )   $ (0.39 )   $ (0.47 )
Income (loss) from discontinued operations
    (0.00 )     0.00       0.16  
Basic and diluted net loss per share
  $ (0.39 )   $ (0.39 )   $ (0.31 )
Shares used in computing basic and diluted net loss per share
    48,288       46,818       46,378  
 
See accompanying notes.
 
 
SUPPORT.COM, INC.
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
(in thousands except share data)
 
   
Common Stock
   
Additional
   
Accumulated
Other
Comprehensive
   
Accumulated
   
Total Stockholders’
 
   
Shares
   
Amount
   
Paid-In Capital
   
Income (Loss)
   
Deficit
   
Equity
 
Balances at December 31, 2008
    46,141,743     5     217,647     (2,541 )   (109,665 )   105,446  
Components of comprehensive loss:
                                               
Net loss
                                (14,577 )     (14,577 )
Unrealized loss on investments
                      1,518             1,518  
Foreign currency translation adjustment
                      (210 )           (210 )
Comprehensive loss
                                            (13,269 )
Stock-based compensation expense
                3,690                   3,690  
Issuance of common stock upon exercise of stock options for cash
    244,770             358                   358  
Issuance of common stock under employee stock purchase plan
    74,041             127                   127  
Balances at December 31, 2009
    46,460,554       5       221,822       (1,233 )     (124,242 )     96,352  
Components of comprehensive loss:
                                               
Net loss
                                (18,067 )     (18,067 )
Unrealized gain on investments
                      (66 )           (66 )
Foreign currency translation adjustment
                      (32 )           (32 )
Comprehensive loss
                                            (18,165 )
Stock-based compensation expense
                3,331                   3,331  
Issuance of common stock upon exercise of stock options for cash
    1,681,591             4,539                   4,539  
Issuance of common stock under employee stock purchase plan
    74,041             127                   127  
Balances at December 31, 2010
    48,142,145       5       229,692       (1,331 )     (142,309 )     86,057  
Components of comprehensive income:
                                               
Net loss
                                (18,640 )     (18,640 )
Unrealized loss on investments
                      (185 )           (185 )
Foreign currency translation adjustment
                      (182 )           (182 )
Comprehensive loss
                                            (19,007 )
Stock-based compensation expense
                3,769                   3,769  
Issuance of common stock upon exercise of stock options for cash
    190,480             450                   450  
Issuance of common stock under employee stock purchase plan
    35,851             66                   66  
Balances at December 31, 2011
    48,368,476     $ 5     $ 233,977     $ (1,698 )   $ (160,949 )   $ 71,335  
 
See accompanying notes.
 
 
SUPPORT.COM, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(in thousands)
 
   
Year Ended December 31,
 
   
2011
   
2010
   
2009
 
Operating activities:
                 
Net loss
  $ (18,640 )   $ (18,067 )   $ (14,577 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Gain on the sale of discontinued operations, net of tax
                (4,190 )
Depreciation
    438       323       613  
Write-off of fixed assets
                323  
Loss on cumulative translation adjustment on discontinued operations
    284              
Stock-based compensation expense
    3,769       3,331       3,690  
Amortization of premiums and discounts on marketable securities
    1,451       1,149       249  
Amortization of intangible assets
    866       364       177  
Amortization of purchased technology
    83       83       172  
Realized gain on investments
    (7 )     (1,299 )     (5,859 )
Loss on auction-rate security put option
          1,289       5,859  
Changes in assets and liabilities:
                       
Accounts receivable, net
    (5,146 )     (1,943 )     2,494  
Prepaid expenses and other current assets
    544       (371 )     103  
Other assets
    (192 )     (318 )     132  
Accounts payable
    658       436       (843 )
Accrued compensation
    402       491       (970 )
Other accrued liabilities
    885       510       (9,981 )
Other long-term liabilities
    340       (214 )     (294 )