UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
( |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of July 23, 2021,
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
ServiceSource International, Inc.
Consolidated Balance Sheets
(in thousands, except per share and par value amounts)
(unaudited)
| June 30, 2021 |
| December 31, 2020 | |||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net | | | ||||
Prepaid expenses and other | | | ||||
Total current assets | | | ||||
Property and equipment, net | | | ||||
ROU assets | | | ||||
Contract acquisition costs | | | ||||
Goodwill | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Accrued expenses | | | ||||
Accrued compensation and benefits | | | ||||
Revolver | | | ||||
Operating lease liabilities | | | ||||
Other current liabilities | | | ||||
Total current liabilities | | | ||||
Operating lease liabilities, net of current portion | | | ||||
Other long-term liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies (Note 9) | ||||||
Stockholders' equity: | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Treasury stock | ( | ( | ||||
Additional paid-in capital | | | ||||
Accumulated deficit | ( | ( | ||||
Accumulated other comprehensive income | | | ||||
Total stockholders' equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | |
The accompanying notes are an integral part of these Consolidated Financial Statements
3
ServiceSource International, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
Net revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue | | | | | ||||||||
Gross profit | | | | | ||||||||
Operating expenses: | ||||||||||||
Sales and marketing | | | | | ||||||||
Research and development | | | | | ||||||||
General and administrative | | | | | ||||||||
Restructuring and other related costs | | | | | ||||||||
Total operating expenses | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Interest and other (expense) income, net | ( | | ( | ( | ||||||||
Loss before provision for income taxes | ( | ( | ( | ( | ||||||||
Provision for income tax benefit (expense) | | ( | ( | ( | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per common share: | ||||||||||||
Basic and diluted | ( | ( | ( | ( | ||||||||
Weighted-average common shares outstanding: | ||||||||||||
Basic and diluted | | | | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
ServiceSource International, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustments | | ( | | ( | ||||||||
Other comprehensive income (loss): | | ( | | ( | ||||||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
ServiceSource International, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
Accumulated | ||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||
Common Stock | Treasury Shares/Stock | Paid-in | Accumulated- | Comprehensive | ||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Total | |||||||
Balance at January 1, 2021 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Other comprehensive income | — | — | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
Issuance of common stock, RSUs | | — | — | — | — | — | — | — | ||||||||||||||
Proceeds from the exercise of stock options and ESPP | | — | — | — | | — | — | | ||||||||||||||
Balance at March 31, 2021 | | | ( | ( | | ( | | | ||||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Other comprehensive income | — | — | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
Issuance of common stock, RSUs | | — | — | — | — | — | — | — | ||||||||||||||
Proceeds from the exercise of stock options | | — | — | — | | — | — | | ||||||||||||||
Balance at June 30, 2021 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | |
Accumulated | ||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||
Common Stock | Treasury Shares/Stock | Paid-in | Accumulated- | Comprehensive | ||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Income |
| Total | |||||||
Balance at January 1, 2020 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | | ||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Other comprehensive income | — | — | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
Issuance of common stock, RSUs | | | — | — | ( | — | — | — | ||||||||||||||
Proceeds from the exercise of stock options and ESPP | | — | — | — | | — | — | | ||||||||||||||
Balance at March 31, 2020 | | | ( | ( | | ( | | | ||||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | ( | ||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
Issuance of common stock, RSUs | | — | — | — | — | — | — | — | ||||||||||||||
Balance at June 30, 2020 | | $ | | ( | $ | ( | $ | | $ | ( | $ | | $ | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
ServiceSource International, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
For the Six Months Ended June 30, | ||||||
| 2021 |
| 2020 | |||
Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization | | | ||||
Amortization of contract acquisition costs | | | ||||
Amortization of ROU assets | | | ||||
Stock-based compensation | | | ||||
Restructuring and other related costs | | | ||||
Other | | | ||||
Net changes in operating assets and liabilities: | ||||||
Accounts receivable, net | | | ||||
Prepaid expenses and other assets | | | ||||
Contract acquisition costs | ( | ( | ||||
Accounts payable | | ( | ||||
Accrued compensation and benefits | ( | ( | ||||
Operating lease liabilities | ( | ( | ||||
Accrued expenses | ( | ( | ||||
Other liabilities | | ( | ||||
Net cash provided by (used in) operating activities | | ( | ||||
Cash flows from investing activities: | ||||||
Purchases of property and equipment | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Repayment on finance lease obligations | ( | ( | ||||
Proceeds from Revolver | — | | ||||
Repayment of Revolver | — | ( | ||||
Proceeds from issuance of common stock | | | ||||
Net cash (used in) provided by financing activities | ( | | ||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | | ( | ||||
Net change in cash and cash equivalents and restricted cash | ( | | ||||
Cash and cash equivalents and restricted cash, beginning of period | | | ||||
Cash and cash equivalents and restricted cash, end of period | $ | | $ | | ||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | $ | | $ | | ||
Supplemental disclosures of non-cash activities: | ||||||
Purchases of property and equipment accrued in accounts payable and accrued expenses | $ | | $ | | ||
ROU assets obtained in exchange for new lease liabilities | $ | | $ | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
ServiceSource International, Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — The Company
ServiceSource is a leading provider of BPaaS solutions that enable the transformation of go-to-market organizations and functions for global technology clients. We design, deploy, and operate a suite of innovative solutions and complex processes that support and augment our clients’ B2B customer acquisition, engagement, expansion, and retention activities. Our clients - ranging from Fortune 500 technology titans to high-growth disruptors and innovators - rely on our holistic customer engagement methodology and process excellence, global scale and delivery footprint, and data analytics and business insights to deliver trusted business outcomes that have a meaningful and material positive impact to their long-term revenue and profitability objectives. Through our unique integration of people, process, and technology - leveraged against our more than
“ServiceSource,” “the Company,” “we,” “us,” or “our,” as used herein, refer to ServiceSource International, Inc. and its wholly owned subsidiaries, unless the context indicates otherwise.
For a summary of commonly used industry terms and abbreviations used in this quarterly report on Form 10-Q, see the Glossary of Terms.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements include the accounts of ServiceSource International, Inc. and its wholly owned subsidiaries and have been prepared in accordance with GAAP and with the instructions to Form 10-Q and Article 8 of Regulation S-X for interim financial information. All intercompany balances and transactions have been eliminated in consolidation. These financial statements do not include all the information required by GAAP for annual financial statements. The unaudited Consolidated Balance Sheet as of December 31, 2020 has been derived from the Company’s audited annual Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021. In the opinion of management, these Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments, management considers necessary for a fair presentation of the Company’s financial position, operating results, and cash flows for the interim periods presented. These Consolidated Financial Statements and accompanying notes should be read in conjunction with our audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, included in our annual report on Form 10-K. Interim results are not necessarily indicative of results for the entire year.
Use of Estimates
The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amount of net revenue and expenses during the reporting period.
The Company bases its estimates and judgments on historical experience and on various assumptions that it believes are reasonable under the circumstances. The Company has considered the effects of the COVID-19 pandemic in determining its estimates. However, future events are difficult to predict and subject to change, especially with the risks and uncertainties related to the impact of the COVID-19 pandemic, which could cause estimates and judgments to require adjustment. Actual results and outcomes may differ from our estimates.
8
Cash Equivalents and Restricted Cash
The Company follows a three-tier fair value hierarchy, which is described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Cash equivalents consist of highly liquid investments with original maturities of three months or less at the time of purchase and are classified as a Level 1 investment.
Restricted cash consists of cash in money market accounts that are used to secure letters of credit in connection with
The Company did
Government Assistance
During 2020, ServiceSource received various grants from the Singapore government, including the Job Support Scheme, which assists enterprises in retaining their local employees during the COVID-19 pandemic. ServiceSource received and recognized income of $
New Accounting Standards Adopted
Income Taxes
In December 2019, the FASB issued an ASU that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021 and the effects of this standard were applied prospectively to eligible costs incurred on or after January 1, 2021. The adoption of this standard did not have a material impact on the Consolidated Financial Statements.
New Accounting Standards Issued but Not yet Adopted
Financial Instruments - Credit Losses
In June 2016, the FASB issued an ASU that amends the measurement of credit losses on financial instruments and requires measurement and recognition of expected versus incurred credit losses for financial assets held. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2022, with early adoption permitted. This standard will apply to the Company’s accounts receivable and contract assets. Based on our current analysis, the Company does not expect the adoption to have a material impact on the Consolidated Financial Statements as credit losses from trade receivables have historically been insignificant. The Company will adopt this standard effective January 1, 2023.
9
Note 3 — Debt
Revolving Line of Credit
In July 2018, ServiceSource, together with its wholly owned subsidiary, ServiceSource Delaware, Inc., entered into the 2018 Credit Agreement, providing for a $
As of June 30, 2021, the Company had $
The obligations under the 2018 Credit Agreement were secured by substantially all the assets of ServiceSource and certain of its subsidiaries, including pledges of equity in certain of the Company’s subsidiaries. The 2018 Credit Agreement had financial covenants which the Company was in compliance with as of June 30, 2021 and December 31, 2020.
In July 2021, ServiceSource, together with its wholly owned subsidiary, ServiceSource Delaware, Inc., entered into the 2021 Credit Agreement, which provides for a $
During July 2021, the Company borrowed $
Interest Expense
Interest expense related to the amortization of debt issuance costs and interest expense associated with the Company’s debt obligation was $
Note 4 — Leases
The Company has operating leases for office space and finance leases for certain equipment under non-cancelable agreements with various expiration dates through May 2030. Certain office leases include the option to extend the term between
During 2021, the Company entered into a sublease agreement through the end of the original lease term with a third-party for two floors of its Manila office space and extended its lease for a portion of its Yokohama office space through May 2024.
10
Supplemental income statement information related to leases was as follows:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(in thousands) | ||||||||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Finance lease cost: | ||||||||||||
Amortization of leased assets | | | | | ||||||||
Interest on lease liabilities | | | | | ||||||||
Total finance lease cost | | | | | ||||||||
Sublease income | ( | ( | ( | ( | ||||||||
Net lease cost | $ | | $ | | $ | | $ | |
Supplemental balance sheet information related to leases was as follows:
| June 30, 2021 |
| December 31, 2020 | |||
(in thousands) | ||||||
Operating leases: | ||||||
ROU assets | $ | | $ | | ||
Operating lease liabilities | $ | | $ | | ||
Operating lease liabilities, net of current portion | | | ||||
Total operating lease liabilities | $ | | $ | | ||
Finance leases: | ||||||
Property and equipment | $ | | $ | | ||
Accumulated depreciation | ( | ( | ||||
$ | | $ | | |||
$ | | $ | | |||
| | |||||
Total finance lease liabilities | $ | | $ | |
Lease term and discount rate information was as follows:
For the Six Months Ended June 30, | |||||||
| 2021 | 2020 | |||||
Weighted-average remaining lease term (in years): | |||||||
Operating lease | |||||||
Finance lease | |||||||
Weighted-average discount rate: | |||||||
Operating lease | | % | | % | |||
Finance lease | | % | | % |
11
Maturities of lease liabilities were as follows as of June 30, 2021:
| Operating Leases |
| Operating Sublease |
| Finance Leases |
| Total | |||||
(in thousands) | ||||||||||||
Remainder of 2021 | $ | | $ | ( | $ | | $ | | ||||
2022 | | ( | | | ||||||||
2023 | | ( | | | ||||||||
2024 | | | | | ||||||||
2025 | | | | | ||||||||
Thereafter | | | | | ||||||||
Total lease payments | | ( | | | ||||||||
Less: interest | ( | — | ( | ( | ||||||||
Total | $ | | $ | ( | $ | | $ | |
Note 5 — Revenue Recognition
The following tables present the disaggregation of revenue from contracts with our clients:
Revenue by Performance Obligation
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(in thousands) | ||||||||||||
Selling services | $ | | $ | | $ | | $ | | ||||
Professional services | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | |
Revenue by Geography
Revenue for each geography generally reflects commissions earned from sales of service contracts managed from revenue delivery centers in that geography and subscription sales and professional services to deploy the Company’s solutions. Predominantly all the service contracts sold and managed by the revenue delivery centers relate to end customers located in the same geography. All NALA revenue represents revenue generated within the U.S.
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(in thousands) | ||||||||||||
NALA | $ | | $ | | $ | | $ | | ||||
EMEA | | | | | ||||||||
APJ | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | |
Revenue by Contract Pricing
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(in thousands) | ||||||||||||
Variable consideration | $ | | $ | | $ | | $ | | ||||
Fixed consideration | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | |
Contract Balances
As of June 30, 2021, contract assets and liabilities were $
12
Transaction Price Allocated to Remaining Performance Obligations
As of June 30, 2021, assuming none of the Company’s current contracts with fixed consideration are renewed, the Company estimates receiving approximately $
Contract Acquisition Costs
As of June 30, 2021 and December 31, 2020, capitalized contract acquisition costs were $
Impairment recognized on contract costs was insignificant for the three and six months ended June 30, 2021 and 2020.
Note 6 — Stock-Based Compensation
ESPP
The Company previously offered an ESPP until its expiration in February 2021.
2021 PSU Awards
During March 2021, the Company granted PSUs under the 2020 Plan to certain executives in which the number of shares ultimately received depends on the Company’s achievement of
Additionally, certain of the Company’s senior leaders elected to receive a portion of their annual cash corporate incentive plan in PSUs. The Company granted the PSUs under the 2020 Plan during March 2021. The number of shares ultimately received depends on the Company’s achievement of specified revenue, Adjusted EBITDA, and free cash flow performance goals for fiscal year 2021. The aggregate target number of shares subject to these awards is
13
Stock-Based Compensation Expense
The following table presents stock-based compensation expense as allocated within the Company’s Consolidated Statements of Operations:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(in thousands) | ||||||||||||
Cost of revenue | $ | | $ | | $ | | $ | | ||||
Sales and marketing | | | | | ||||||||
Research and development | | | | | ||||||||
General and administrative | | | | | ||||||||
Total stock-based compensation | $ | | $ | | $ | | $ | |
The above table does not include capitalized stock-based compensation related to internal-use software that was insignificant for the three and six months ended June 30, 2021 and 2020.
Stock Awards
A summary of the Company’s stock option activity and related information was as follows:
Weighted- | ||||||||||||
Weighted- | Average | |||||||||||
Average | Remaining | |||||||||||
Exercise | Contractual | |||||||||||
| Shares |
| Price |
| Life (Years) |
| Intrinsic Value | |||||
(in thousands) | (in thousands) | |||||||||||
Outstanding as of December 31, 2020 | | $ | | $ | | |||||||
Exercised |