Delaware
|
|
81-0578975
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
707 17th Street,
|
25th Floor
|
|
80202
|
Denver,
|
Colorado
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(720)
|
889-8500
|
(Registrant’s telephone number, including area code)
|
(Title of each class)
|
(Trading Symbol)
|
(Name of each exchange on which registered)
|
Common Stock, $0.0001 Par Value
|
SREV
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ServiceSource International, Inc.
|
|||||||
Consolidated Balance Sheets
|
|||||||
(in thousands, except per share amounts)
|
|||||||
(unaudited)
|
|||||||
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,143
|
|
|
$
|
26,535
|
|
Accounts receivable, net
|
43,792
|
|
|
54,284
|
|
||
Prepaid expenses and other
|
5,217
|
|
|
5,653
|
|
||
Total current assets
|
72,152
|
|
|
86,472
|
|
||
|
|
|
|
||||
Property and equipment, net
|
37,629
|
|
|
36,593
|
|
||
Contract acquisition costs
|
1,778
|
|
|
2,660
|
|
||
Right-of-use assets
|
38,519
|
|
|
—
|
|
||
Goodwill
|
6,334
|
|
|
6,334
|
|
||
Other assets
|
4,806
|
|
|
4,521
|
|
||
Total assets
|
$
|
161,218
|
|
|
$
|
136,580
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,557
|
|
|
$
|
2,424
|
|
Accrued expenses
|
3,829
|
|
|
3,380
|
|
||
Accrued compensation and benefits
|
17,089
|
|
|
15,509
|
|
||
Operating lease liabilities
|
8,509
|
|
|
—
|
|
||
Other current liabilities
|
1,806
|
|
|
6,894
|
|
||
Total current liabilities
|
32,790
|
|
|
28,207
|
|
||
|
|
|
|
||||
Operating lease liabilities, net of current portion
|
35,370
|
|
|
—
|
|
||
Other long-term liabilities
|
3,287
|
|
|
6,540
|
|
||
Total liabilities
|
71,447
|
|
|
34,747
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 7)
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value; 20,000 shares authorized and none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock; $0.0001 par value; 1,000,000 shares authorized; 94,599 shares issued and 94,478 shares outstanding as of September 30, 2019; 92,895 shares issued and 92,774 shares outstanding as of December 31, 2018
|
9
|
|
|
9
|
|
||
Treasury stock
|
(441
|
)
|
|
(441
|
)
|
||
Additional paid-in capital
|
373,486
|
|
|
369,246
|
|
||
Accumulated deficit
|
(283,574
|
)
|
|
(267,383
|
)
|
||
Accumulated other comprehensive income
|
291
|
|
|
402
|
|
||
Total stockholders’ equity
|
89,771
|
|
|
101,833
|
|
||
Total liabilities and stockholders’ equity
|
$
|
161,218
|
|
|
$
|
136,580
|
|
ServiceSource International, Inc.
|
|||||||||||||||
Consolidated Statements of Operations
|
|||||||||||||||
(in thousands, except per share amounts)
|
|||||||||||||||
(unaudited)
|
|||||||||||||||
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenue
|
$
|
53,395
|
|
|
$
|
57,173
|
|
|
$
|
161,264
|
|
|
$
|
176,869
|
|
Cost of revenue
|
37,871
|
|
|
39,949
|
|
|
115,696
|
|
|
124,136
|
|
||||
Gross profit
|
15,524
|
|
|
17,224
|
|
|
45,568
|
|
|
52,733
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
7,499
|
|
|
8,622
|
|
|
22,934
|
|
|
27,112
|
|
||||
Research and development
|
1,165
|
|
|
1,395
|
|
|
3,702
|
|
|
4,691
|
|
||||
General and administrative
|
10,129
|
|
|
12,907
|
|
|
32,081
|
|
|
38,953
|
|
||||
Restructuring and other related costs
|
630
|
|
|
—
|
|
|
1,836
|
|
|
209
|
|
||||
Total operating expenses
|
19,423
|
|
|
22,924
|
|
|
60,553
|
|
|
70,965
|
|
||||
Loss from operations
|
(3,899
|
)
|
|
(5,700
|
)
|
|
(14,985
|
)
|
|
(18,232
|
)
|
||||
Interest and other expense, net
|
(419
|
)
|
|
(1,058
|
)
|
|
(967
|
)
|
|
(6,680
|
)
|
||||
Impairment loss on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,958
|
)
|
||||
Loss before income taxes
|
(4,318
|
)
|
|
(6,758
|
)
|
|
(15,952
|
)
|
|
(26,870
|
)
|
||||
Provision for income tax (expense) benefit
|
(119
|
)
|
|
133
|
|
|
(239
|
)
|
|
(294
|
)
|
||||
Net loss
|
$
|
(4,437
|
)
|
|
$
|
(6,625
|
)
|
|
$
|
(16,191
|
)
|
|
$
|
(27,164
|
)
|
Net loss per common share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.05
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.30
|
)
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
94,228
|
|
|
92,113
|
|
|
93,637
|
|
|
91,271
|
|
ServiceSource International, Inc.
|
|||||||||||||||
Consolidated Statements of Comprehensive Loss
|
|||||||||||||||
(in thousands)
|
|||||||||||||||
(unaudited)
|
|||||||||||||||
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(4,437
|
)
|
|
$
|
(6,625
|
)
|
|
$
|
(16,191
|
)
|
|
$
|
(27,164
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on short-term investments
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(705
|
)
|
||||
Reclassification adjustment for impairment loss included in net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
||||
Net change in available for sale debt securities
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1,253
|
|
||||
Foreign currency translation adjustments
|
73
|
|
|
(112
|
)
|
|
(111
|
)
|
|
(48
|
)
|
||||
Other comprehensive income (loss)
|
73
|
|
|
(117
|
)
|
|
(111
|
)
|
|
1,205
|
|
||||
Comprehensive loss
|
$
|
(4,364
|
)
|
|
$
|
(6,742
|
)
|
|
$
|
(16,302
|
)
|
|
$
|
(25,959
|
)
|
ServiceSource International, Inc.
|
|||||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Equity
|
|||||||||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||||||||
(unaudited)
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Shares/Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at January 1, 2019
|
92,895
|
|
|
$
|
9
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
369,246
|
|
|
$
|
(267,383
|
)
|
|
$
|
402
|
|
|
$
|
101,833
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,719
|
)
|
|
—
|
|
|
(5,719
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
||||||
Issuance of common stock, restricted stock units
|
229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from the exercise of stock options and employee stock purchase plan
|
139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||||
Balance at March 31, 2019
|
93,263
|
|
|
$
|
9
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
370,951
|
|
|
$
|
(273,102
|
)
|
|
$
|
478
|
|
|
$
|
97,895
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,035
|
)
|
|
—
|
|
|
(6,035
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
(260
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
||||||
Issuance of common stock, restricted stock units
|
947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash paid for payroll taxes on restricted stock unit releases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Balance at June 30, 2019
|
94,210
|
|
|
$
|
9
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
372,201
|
|
|
$
|
(279,137
|
)
|
|
$
|
218
|
|
|
$
|
92,850
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,437
|
)
|
|
—
|
|
|
(4,437
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
73
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
||||||
Issuance of common stock, restricted stock units
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from the exercise of stock options and employee stock purchase plan
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||||
Balance at September 30, 2019
|
94,599
|
|
|
$
|
9
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
373,486
|
|
|
$
|
(283,574
|
)
|
|
$
|
291
|
|
|
$
|
89,771
|
|
ServiceSource International, Inc.
|
|||||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Equity
|
|||||||||||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||||||||
(unaudited)
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Shares/Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2017
|
90,380
|
|
|
$
|
8
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
359,347
|
|
|
$
|
(246,207
|
)
|
|
$
|
(598
|
)
|
|
$
|
112,109
|
|
Cumulative effect of ASC 606 - initial adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,709
|
|
|
—
|
|
|
3,709
|
|
||||||
Adjusted balance at January 1, 2018
|
90,380
|
|
|
$
|
8
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
359,347
|
|
|
$
|
(242,498
|
)
|
|
$
|
(598
|
)
|
|
$
|
115,818
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,652
|
)
|
|
—
|
|
|
(11,652
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,527
|
|
|
1,527
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,223
|
|
|
—
|
|
|
—
|
|
|
3,223
|
|
||||||
Issuance of common stock, restricted stock units
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from the exercise of stock options and employee stock purchase plan
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
353
|
|
||||||
Net cash paid for payroll taxes on restricted stock unit releases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
||||||
Balance at March 31, 2018
|
90,583
|
|
|
$
|
8
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
362,870
|
|
|
$
|
(254,150
|
)
|
|
$
|
929
|
|
|
$
|
109,216
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,887
|
)
|
|
—
|
|
|
(8,887
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
(205
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,525
|
|
|
—
|
|
|
—
|
|
|
3,525
|
|
||||||
Issuance of common stock, restricted stock units
|
1,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from the exercise of stock options and employee stock purchase plan
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||
Net cash paid for payroll taxes on restricted stock unit releases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
|
—
|
|
|
—
|
|
|
(364
|
)
|
||||||
Balance at June 30, 2018
|
91,822
|
|
|
$
|
8
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
366,125
|
|
|
$
|
(263,037
|
)
|
|
$
|
724
|
|
|
$
|
103,379
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,625
|
)
|
|
—
|
|
|
(6,625
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
(117
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,540
|
|
|
—
|
|
|
—
|
|
|
2,540
|
|
||||||
Issuance of common stock, restricted stock units
|
790
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Proceeds from the exercise of stock options and employee stock purchase plan
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
—
|
|
|
312
|
|
||||||
Net cash paid for payroll taxes on restricted stock unit releases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
||||||
Balance at September 30, 2018
|
92,735
|
|
|
$
|
9
|
|
|
(121
|
)
|
|
$
|
(441
|
)
|
|
$
|
368,628
|
|
|
$
|
(269,662
|
)
|
|
$
|
607
|
|
|
$
|
99,141
|
|
ServiceSource International, Inc.
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(in thousands)
|
|||||||
(unaudited)
|
|||||||
|
|
||||||
|
For the Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(16,191
|
)
|
|
$
|
(27,164
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10,158
|
|
|
13,398
|
|
||
Amortization of debt discount and issuance costs
|
56
|
|
|
5,843
|
|
||
Amortization of contract acquisition costs
|
1,239
|
|
|
1,361
|
|
||
Amortization of premium on short-term investments
|
—
|
|
|
(1,204
|
)
|
||
Amortization of right-of-use assets
|
7,222
|
|
|
—
|
|
||
Stock-based compensation
|
3,985
|
|
|
9,033
|
|
||
Restructuring and other related costs
|
1,785
|
|
|
470
|
|
||
Impairment loss on investment securities
|
—
|
|
|
1,958
|
|
||
Other
|
(256
|
)
|
|
74
|
|
||
Net changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable, net
|
10,238
|
|
|
7,322
|
|
||
Prepaid expenses and other assets
|
507
|
|
|
180
|
|
||
Contract acquisition costs
|
(362
|
)
|
|
(955
|
)
|
||
Accounts payable
|
(365
|
)
|
|
(2,204
|
)
|
||
Accrued compensation and benefits
|
(1
|
)
|
|
(2,037
|
)
|
||
Operating lease liabilities
|
(6,949
|
)
|
|
—
|
|
||
Accrued expenses
|
316
|
|
|
(5,146
|
)
|
||
Other liabilities
|
(4,144
|
)
|
|
4,356
|
|
||
Net cash provided by operating activities
|
7,238
|
|
|
5,285
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of property and equipment
|
(9,243
|
)
|
|
(12,484
|
)
|
||
Purchases of short-term investments
|
—
|
|
|
(480
|
)
|
||
Sales of short-term investments
|
—
|
|
|
133,920
|
|
||
Maturities of short-term investments
|
—
|
|
|
4,240
|
|
||
Net cash (used in) provided by investing activities
|
(9,243
|
)
|
|
125,196
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment on finance lease obligations
|
(666
|
)
|
|
(278
|
)
|
||
Repayment of convertible notes
|
—
|
|
|
(150,000
|
)
|
||
Debt issuance costs
|
—
|
|
|
(192
|
)
|
||
Proceeds from revolving line of credit
|
—
|
|
|
32,000
|
|
||
Proceeds from issuance of common stock
|
223
|
|
|
759
|
|
||
Payments related to minimum tax withholdings on restricted stock unit releases
|
(19
|
)
|
|
(766
|
)
|
||
Net cash used in financing activities
|
(462
|
)
|
|
(118,477
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
125
|
|
|
134
|
|
||
Net change in cash and cash equivalents and restricted cash
|
(2,342
|
)
|
|
12,138
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
27,779
|
|
|
52,633
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
25,437
|
|
|
$
|
64,771
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
203
|
|
|
$
|
2,341
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Acquisition of property and equipment accrued in accounts payable and accrued expenses
|
$
|
1
|
|
|
$
|
260
|
|
Increase in contract acquisition costs and benefit to accumulated deficit related to adoption of ASC 606
|
$
|
—
|
|
|
$
|
3,346
|
|
Increase in prepaid expenses and other, other liabilities and benefit to accumulated deficit related to adoption of ASC 606
|
$
|
—
|
|
|
$
|
363
|
|
Increase in operating lease liabilities related to the adoption of ASC 842
|
$
|
41,760
|
|
|
$
|
—
|
|
Increase in right-of-use assets related to the adoption of ASC 842
|
$
|
39,183
|
|
|
$
|
—
|
|
Decrease in prepaids and other assets related to the adoption of ASC 842
|
$
|
(749
|
)
|
|
$
|
—
|
|
Decrease in other liabilities related to the adoption of ASC 842
|
$
|
(3,308
|
)
|
|
$
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Finance lease obligations
|
$
|
962
|
|
|
$
|
954
|
|
Contract liability
|
336
|
|
|
873
|
|
||
Other liabilities
|
238
|
|
|
198
|
|
||
Legal reserve
|
192
|
|
|
3,750
|
|
||
Employee stock purchase plan withholdings
|
78
|
|
|
384
|
|
||
Deferred rent
|
—
|
|
|
735
|
|
||
Total
|
$
|
1,806
|
|
|
$
|
6,894
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Asset retirement obligations
|
$
|
1,393
|
|
|
$
|
1,368
|
|
Finance lease obligations
|
893
|
|
|
1,510
|
|
||
Accrued restructuring costs
|
532
|
|
|
716
|
|
||
Deferred tax liability
|
348
|
|
|
268
|
|
||
Other accrued costs
|
121
|
|
|
105
|
|
||
Deferred rent
|
—
|
|
|
2,573
|
|
||
Total
|
$
|
3,287
|
|
|
$
|
6,540
|
|
|
For the Three Months Ended September 30, 2019
|
|
For the Nine Months Ended September 30, 2019
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Operating lease cost
|
$
|
2,897
|
|
|
$
|
8,894
|
|
|
|
|
|
||||
Finance lease cost:
|
|
|
|
||||
Amortization of leased assets
|
164
|
|
|
486
|
|
||
Interest on lease liabilities
|
41
|
|
|
127
|
|
||
Total finance lease cost
|
205
|
|
|
613
|
|
||
|
|
|
|
||||
Sublease income
|
(602
|
)
|
|
(1,538
|
)
|
||
Net lease cost
|
$
|
2,500
|
|
|
$
|
7,969
|
|
|
September 30, 2019
|
||
|
(in thousands)
|
||
Operating leases:
|
|
||
Right-of-use assets
|
$
|
38,519
|
|
|
|
||
Operating lease liabilities
|
$
|
8,509
|
|
Operating lease liabilities, net of current portion
|
35,370
|
|
|
Total operating lease liabilities
|
$
|
43,879
|
|
|
|
||
Finance leases:
|
|
||
Property and equipment
|
$
|
3,443
|
|
Accumulated depreciation
|
(1,581
|
)
|
|
Property and equipment, net
|
$
|
1,862
|
|
|
|
||
Other current liabilities
|
$
|
962
|
|
Other long-term liabilities
|
893
|
|
|
Total finance lease liabilities
|
$
|
1,855
|
|
|
September 30, 2019
|
|
Weighted-average remaining lease term (in years):
|
|
|
Operating lease
|
5.9
|
|
Finance lease
|
2.0
|
|
Weighted-average discount rate:
|
|
|
Operating lease
|
6.5
|
%
|
Finance lease
|
8.1
|
%
|
|
Operating Leases
|
|
Operating Sublease
|
|
Finance Leases
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Remainder of 2019
|
$
|
2,249
|
|
|
$
|
(624
|
)
|
|
$
|
268
|
|
2020
|
12,009
|
|
|
(2,554
|
)
|
|
1,040
|
|
|||
2021
|
11,900
|
|
|
(2,631
|
)
|
|
633
|
|
|||
2022
|
8,467
|
|
|
(2,538
|
)
|
|
64
|
|
|||
2023
|
3,532
|
|
|
(623
|
)
|
|
—
|
|
|||
Thereafter
|
16,029
|
|
|
—
|
|
|
—
|
|
|||
Total lease payments
|
54,186
|
|
|
(8,970
|
)
|
|
2,005
|
|
|||
Less: interest
|
(9,426
|
)
|
|
—
|
|
|
(150
|
)
|
|||
Less: tenant improvements reimbursement
|
(881
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
43,879
|
|
|
$
|
(8,970
|
)
|
|
$
|
1,855
|
|
|
September 30, 2019
|
||
|
(in thousands)
|
||
Remainder of 2019
|
$
|
1,327
|
|
2020
|
9,467
|
|
|
2021
|
8,362
|
|
|
2022
|
7,650
|
|
|
2023
|
8,237
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
35,043
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Professional services
|
$
|
732
|
|
|
$
|
652
|
|
|
$
|
1,557
|
|
|
$
|
3,351
|
|
Selling services
|
52,663
|
|
|
56,521
|
|
|
159,707
|
|
|
173,518
|
|
||||
Total revenue
|
$
|
53,395
|
|
|
$
|
57,173
|
|
|
$
|
161,264
|
|
|
$
|
176,869
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
APJ
|
$
|
8,324
|
|
|
$
|
9,093
|
|
|
$
|
26,343
|
|
|
$
|
25,943
|
|
EMEA
|
12,918
|
|
|
13,822
|
|
|
39,972
|
|
|
44,013
|
|
||||
NALA
|
32,153
|
|
|
34,258
|
|
|
94,949
|
|
|
106,913
|
|
||||
Total revenue
|
$
|
53,395
|
|
|
$
|
57,173
|
|
|
$
|
161,264
|
|
|
$
|
176,869
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Fixed consideration
|
$
|
15,818
|
|
|
$
|
19,668
|
|
|
$
|
54,375
|
|
|
$
|
58,093
|
|
Variable consideration
|
37,577
|
|
|
37,505
|
|
|
106,889
|
|
|
118,776
|
|
||||
Total revenue
|
$
|
53,395
|
|
|
$
|
57,173
|
|
|
$
|
161,264
|
|
|
$
|
176,869
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
126
|
|
|
$
|
194
|
|
|
$
|
414
|
|
|
$
|
752
|
|
Sales and marketing
|
518
|
|
|
717
|
|
|
1,390
|
|
|
2,436
|
|
||||
Research and development
|
12
|
|
|
24
|
|
|
24
|
|
|
146
|
|
||||
General and administrative
|
523
|
|
|
1,560
|
|
|
2,157
|
|
|
5,699
|
|
||||
Total stock-based compensation
|
$
|
1,179
|
|
|
$
|
2,495
|
|
|
$
|
3,985
|
|
|
$
|
9,033
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding as of December 31, 2018
|
7,516
|
|
|
$
|
3.34
|
|
|
|
|
$
|
—
|
|
Granted
|
576
|
|
|
$
|
0.95
|
|
|
|
|
|
||
Expired and/or forfeited
|
(3,829
|
)
|
|
$
|
4.22
|
|
|
|
|
|
||
Outstanding as of September 30, 2019
|
4,263
|
|
|
$
|
2.22
|
|
|
8.15
|
|
$
|
—
|
|
Exercisable as of September 30, 2019
|
1,047
|
|
|
$
|
5.12
|
|
|
4.87
|
|
$
|
—
|
|
|
Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Non-vested as of December 31, 2018
|
5,669
|
|
|
$
|
3.29
|
|
Granted
|
2,908
|
|
|
$
|
1.10
|
|
Vested(1)
|
(1,461
|
)
|
|
$
|
3.78
|
|
Forfeited
|
(1,195
|
)
|
|
$
|
3.79
|
|
Non-vested as of September 30, 2019
|
5,921
|
|
|
$
|
1.99
|
|
|
Severance and Other Employee Costs
|
|
Lease Termination Costs
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance as of January 1, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring and other related costs
|
1,713
|
|
|
123
|
|
|
1,836
|
|
|||
Cash paid
|
(1,270
|
)
|
|
(123
|
)
|
|
(1,393
|
)
|
|||
Balance as of September 30, 2019
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
443
|
|
|
Severance and Other Employee Costs
|
|
Lease and Other Contract Termination Costs
|
|
Asset Impairments
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance as of January 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring and other related costs
|
3,483
|
|
|
2,939
|
|
|
886
|
|
|
7,308
|
|
||||
Cash paid
|
(3,060
|
)
|
|
(1,185
|
)
|
|
—
|
|
|
(4,245
|
)
|
||||
Change in estimates and non-cash charges
|
—
|
|
|
—
|
|
|
(886
|
)
|
|
(886
|
)
|
||||
Acceleration of stock-based compensation expense in additional paid-in capital
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
||||
Balance as of December 31, 2017
|
71
|
|
|
1,754
|
|
|
—
|
|
|
1,825
|
|
||||
Restructuring and other related costs
|
120
|
|
|
89
|
|
|
—
|
|
|
209
|
|
||||
Cash paid
|
(188
|
)
|
|
(1,133
|
)
|
|
—
|
|
|
(1,321
|
)
|
||||
Change in estimates and non-cash charges
|
(3
|
)
|
|
252
|
|
|
—
|
|
|
249
|
|
||||
Balance as of December 31, 2018
|
—
|
|
|
962
|
|
|
—
|
|
|
962
|
|
||||
Cash paid
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
(134
|
)
|
||||
Change in estimates and non-cash charges
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||
Balance as of September 30, 2019
|
$
|
—
|
|
|
$
|
777
|
|
|
$
|
—
|
|
|
$
|
777
|
|
•
|
GAAP revenue was $53.4 million compared with $57.2 million reported for the same period in 2018.
|
•
|
GAAP net loss was $4.4 million or $0.05 per diluted share, compared with GAAP net loss of $6.6 million or $0.07 per diluted share reported for the same period in 2018.
|
•
|
Adjusted EBITDA was $1.1 million compared with Adjusted EBITDA of $3.1 million reported for the same period in 2018. See “Non-GAAP Financial Measurements” below for a reconciliation of Adjusted EBITDA from "Net loss."
|
•
|
Ended the quarter with $25.4 million of cash and cash equivalents and restricted cash and no borrowings under the Company’s $40.0 million revolving line of credit.
|
|
For the Three Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Net revenue
|
$
|
53,395
|
|
|
100
|
%
|
|
$
|
57,173
|
|
|
100
|
%
|
|
$
|
(3,778
|
)
|
|
(7
|
)%
|
Cost of revenue
|
37,871
|
|
|
71
|
%
|
|
39,949
|
|
|
70
|
%
|
|
(2,078
|
)
|
|
(5
|
)%
|
|||
Gross profit
|
$
|
15,524
|
|
|
29
|
%
|
|
$
|
17,224
|
|
|
30
|
%
|
|
$
|
(1,700
|
)
|
|
(10
|
)%
|
|
For the Three Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
7,499
|
|
|
14
|
%
|
|
$
|
8,622
|
|
|
15
|
%
|
|
$
|
(1,123
|
)
|
|
(13
|
)%
|
Research and development
|
1,165
|
|
|
2
|
%
|
|
1,395
|
|
|
2
|
%
|
|
(230
|
)
|
|
(16
|
)%
|
|||
General and administrative
|
10,129
|
|
|
19
|
%
|
|
12,907
|
|
|
23
|
%
|
|
(2,778
|
)
|
|
(22
|
)%
|
|||
Restructuring and other related costs
|
630
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
630
|
|
|
100
|
%
|
|||
Total operating expenses
|
$
|
19,423
|
|
|
36
|
%
|
|
$
|
22,924
|
|
|
40
|
%
|
|
$
|
(3,501
|
)
|
|
(15
|
)%
|
•
|
$2.5 million decrease in legal reserves;
|
•
|
$0.8 million decrease in employee related costs primarily due to changes in executive management, lower travel and entertainment expenditures and lower recruiting costs; and
|
•
|
$0.3 million decrease in professional fees; partially offset by
|
•
|
$0.7 million increase in information technology support costs.
|
|
For the Three Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Interest expense
|
$
|
(91
|
)
|
|
—
|
%
|
|
$
|
(1,173
|
)
|
|
(2
|
)%
|
|
$
|
1,082
|
|
|
(92
|
)%
|
Other (expense) income, net
|
$
|
(328
|
)
|
|
(1
|
)%
|
|
$
|
115
|
|
|
—
|
%
|
|
$
|
(443
|
)
|
|
*
|
|
|
For the Three Months Ended September 30,
|
|
|
|
|
||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||
Provision for income tax (expense) benefit
|
$
|
(119
|
)
|
|
—
|
%
|
|
$
|
133
|
|
|
—
|
%
|
|
$
|
(252
|
)
|
|
*
|
|
For the Nine Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Net revenue
|
$
|
161,264
|
|
|
100
|
%
|
|
$
|
176,869
|
|
|
100
|
%
|
|
$
|
(15,605
|
)
|
|
(9
|
)%
|
Cost of revenue
|
115,696
|
|
|
72
|
%
|
|
124,136
|
|
|
70
|
%
|
|
(8,440
|
)
|
|
(7
|
)%
|
|||
Gross profit
|
$
|
45,568
|
|
|
28
|
%
|
|
$
|
52,733
|
|
|
30
|
%
|
|
$
|
(7,165
|
)
|
|
(14
|
)%
|
•
|
$5.9 million decrease in employee related costs driven by lower revenue attainment, reduction in headcount and lower travel and entertainment expenditures;
|
•
|
$4.1 million decrease in depreciation and amortization expense primarily due to internally developed software fully amortized as of July 2018; and
|
•
|
$0.6 million decrease in professional service fees; partially offset by
|
•
|
$2.1 million increase in information technology support and facilities costs.
|
|
For the Nine Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
$
|
22,934
|
|
|
14
|
%
|
|
$
|
27,112
|
|
|
15
|
%
|
|
$
|
(4,178
|
)
|
|
(15
|
)%
|
Research and development
|
3,702
|
|
|
2
|
%
|
|
4,691
|
|
|
3
|
%
|
|
(989
|
)
|
|
(21
|
)%
|
|||
General and administrative
|
32,081
|
|
|
20
|
%
|
|
38,953
|
|
|
22
|
%
|
|
(6,872
|
)
|
|
(18
|
)%
|
|||
Restructuring and other related costs
|
1,836
|
|
|
1
|
%
|
|
209
|
|
|
—
|
%
|
|
1,627
|
|
|
*
|
||||
Total operating expenses
|
$
|
60,553
|
|
|
38
|
%
|
|
$
|
70,965
|
|
|
40
|
%
|
|
$
|
(10,412
|
)
|
|
(15
|
)%
|
•
|
$5.4 million decrease in employee related costs primarily due to changes in executive management, decrease in bonus expense due to lower revenue attainment and decreases in temporary labor, recruiting costs and travel and entertainment expenditures;
|
•
|
$2.5 million decrease in legal reserves; and
|
•
|
$1.2 million decrease in professional service fees; partially offset by
|
•
|
$1.5 million increase in information technology support costs; and
|
•
|
$0.8 million increase in depreciation and amortization expense.
|
|
For the Nine Months Ended September 30,
|
|
|
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of Net Revenue
|
|
Amount
|
|
% of Net Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||||||
Interest expense
|
$
|
(303
|
)
|
|
—
|
%
|
|
$
|
(7,301
|
)
|
|
(4
|
)%
|
|
$
|
6,998
|
|
|
(96
|
)%
|
Other (expense) income, net
|
$
|
(664
|
)
|
|
—
|
%
|
|
$
|
621
|
|
|
—
|
%
|
|
$
|
(1,285
|
)
|
|
*
|
|
Impairment loss on investment securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(1,958
|
)
|
|
(1
|
)%
|
|
$
|
1,958
|
|
|
(100
|
)%
|
|
For the Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
7,238
|
|
|
$
|
5,285
|
|
Net cash (used in) provided by investing activities
|
(9,243
|
)
|
|
125,196
|
|
||
Net cash used in financing activities
|
(462
|
)
|
|
(118,477
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
125
|
|
|
134
|
|
||
Net change in cash and cash equivalents and restricted cash
|
$
|
(2,342
|
)
|
|
$
|
12,138
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Purchased intangible asset amortization
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
Internally developed software amortization
|
1,524
|
|
|
1,680
|
|
|
4,190
|
|
|
7,556
|
|
||||
Property and equipment depreciation
|
1,640
|
|
|
1,974
|
|
|
5,968
|
|
|
5,757
|
|
||||
Total depreciation and amortization
|
$
|
3,164
|
|
|
$
|
3,654
|
|
|
$
|
10,158
|
|
|
$
|
13,398
|
|
|
Total
|
|
Less than 1 year
|
|
1- 3 years
|
|
4- 5 years
|
|
More than 5 years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Finance lease obligations
|
$
|
1,855
|
|
|
$
|
962
|
|
|
$
|
893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
43,879
|
|
|
8,020
|
|
|
18,845
|
|
|
5,049
|
|
|
11,965
|
|
|||||
Operating sublease income
|
(8,970
|
)
|
|
(2,535
|
)
|
|
(5,301
|
)
|
|
(1,134
|
)
|
|
—
|
|
|||||
Service contracts
|
35,043
|
|
|
8,427
|
|
|
24,557
|
|
|
2,059
|
|
|
—
|
|
|||||
Restructuring and other related costs
|
1,220
|
|
|
688
|
|
|
491
|
|
|
41
|
|
|
—
|
|
|||||
Total(1)
|
$
|
73,027
|
|
|
$
|
15,562
|
|
|
$
|
39,485
|
|
|
$
|
6,015
|
|
|
$
|
11,965
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loss
|
$
|
(4,437
|
)
|
|
$
|
(6,625
|
)
|
|
$
|
(16,191
|
)
|
|
$
|
(27,164
|
)
|
Provision for income tax expense (benefit)
|
119
|
|
|
(133
|
)
|
|
239
|
|
|
294
|
|
||||
Interest and other expense, net
|
419
|
|
|
1,058
|
|
|
967
|
|
|
6,680
|
|
||||
Depreciation and amortization
|
3,164
|
|
|
3,654
|
|
|
10,158
|
|
|
13,398
|
|
||||
EBITDA
|
(735
|
)
|
|
(2,046
|
)
|
|
(4,827
|
)
|
|
(6,792
|
)
|
||||
Stock-based compensation
|
1,179
|
|
|
2,495
|
|
|
3,985
|
|
|
9,033
|
|
||||
Amortization of contract acquisition asset costs - ASC 606 initial adoption
|
277
|
|
|
367
|
|
|
789
|
|
|
1,213
|
|
||||
Restructuring and other related costs
|
630
|
|
|
—
|
|
|
1,836
|
|
|
209
|
|
||||
Impairment loss on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
||||
Litigation reserve
|
(256
|
)
|
|
2,250
|
|
|
(256
|
)
|
|
2,250
|
|
||||
Adjusted EBITDA
|
$
|
1,095
|
|
|
$
|
3,066
|
|
|
$
|
1,527
|
|
|
$
|
7,871
|
|
Exhibit Number
|
|
Description of Document
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
SERVICESOURCE INTERNATIONAL, INC.
(Registrant)
|
|
|
|
|
|
Date:
|
October 29, 2019
|
By:
|
/s/ RICHARD G. WALKER
|
|
|
|
Richard G. Walker
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
I.
|
NOTICE OF GRANT
|
II.
|
AGREEMENT
|
I.
|
NOTICE OF GRANT OF RESTRICTED STOCK UNIT
|
II.
|
AGREEMENT
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ServiceSource International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date:
|
October 29, 2019
|
By:
|
/s/ GARY B. MOORE
|
|
|
|
Name: Gary B. Moore
|
|
|
|
Title: Chief Executive Officer (Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ServiceSource International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date:
|
October 29, 2019
|
By:
|
/s/ RICHARD G. WALKER
|
|
|
|
Name: Richard G. Walker
|
|
|
|
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
|
Date:
|
October 29, 2019
|
By:
|
/s/ GARY B. MOORE
|
|
|
|
Name: Gary B. Moore
|
|
|
|
Title: Chief Executive Officer (Principal Executive Officer)
|
Date:
|
October 29, 2019
|
By:
|
/s/ RICHARD G. WALKER
|
|
|
|
Name: Richard G. Walker
|
|
|
|
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
|