SERVICESOURCE INTERNATIONAL, INC. (Form: 10-Q, Received: 04/28/2021 16:10:19)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2021


☐			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 001-35108

SERVICESOURCE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		81-0578975
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

707 17th Street, 25th Floor
Denver,	Colorado	80202
(Address of principal executive offices)		(Zip Code)


(720)			889-8500
(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

Common Stock, $0.0001 Par Value

SREV

The Nasdaq Stock Market LLC

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 ☒ No ☐

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).

Yes ☒ No ☐

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

☐

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 ☐ No ☒

As of April 23, 2021, 97,348,525 shares of common stock of ServiceSource International, Inc. were outstanding.

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TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)			3
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Comprehensive Loss			5
Consolidated Statements of Stockholders’ Equity			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3. Quantitative and Qualitative Disclosures About Market Risk			21

Item 4. Controls and Procedures			21

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			22

Item 1A. Risk Factors			22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			22

Item 3. Defaults Upon Senior Securities			22

Item 4. Mine Safety Disclosures			22

Item 5. Other Information			22

Item 6. Exhibits			23

Glossary of Terms			24

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Item 1. Financial Statements (unaudited)


ServiceSource International, Inc.
Consolidated Balance Sheets
(in thousands, except per share and par value amounts)
(unaudited)
	March 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	34,171	$	34,006
Accounts receivable, net	34,578		38,890
Prepaid expenses and other	10,876		9,275
Total current assets	79,625		82,171

Property and equipment, net	26,998		29,948
ROU assets	27,515		29,798
Contract acquisition costs	757		872
Goodwill	6,334		6,334
Other assets	3,580		3,490
Total assets	$	144,809	$	152,613

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,151	$	1,204
Accrued expenses	2,728		3,217
Accrued compensation and benefits	15,313		18,342
Revolver	15,000		15,000
Operating lease liabilities	10,365		10,797
Other current liabilities	827		1,209
Total current liabilities	49,384		49,769

Operating lease liabilities, net of current portion	23,739		25,975
Other long-term liabilities	2,302		1,593
Total liabilities	75,425		77,337

Commitments and contingencies (Note 9)

Stockholders’ equity:
Preferred stock, $0.0001 par value; 20,000 shares authorized and none issued and outstanding	—		—
Common stock; $0.0001 par value; 1,000,000 shares authorized; 97,470 shares issued and 97,349 shares outstanding as of March 31, 2021; 97,248 shares issued and 97,127 shares outstanding as of December 31, 2020	10		10
Treasury stock	(441)		(441)
Additional paid-in capital	382,314		379,696
Accumulated deficit	(313,442)		(304,607)
Accumulated other comprehensive income	943		618
Total stockholders’ equity	69,384		75,276
Total liabilities and stockholders’ equity	$	144,809	$	152,613

The accompanying notes are an integral part of these Consolidated Financial Statements.

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ServiceSource International, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

	For the Three Months Ended March 31,
		2021		2020
Net revenue		$	45,023	$	50,114
Cost of revenue		34,067		35,560
Gross profit		10,956		14,554
Operating expenses:
Sales and marketing		4,030		7,268
Research and development		1,160		1,181
General and administrative		12,190		10,688
Restructuring and other related costs		920		467
Total operating expenses		18,300		19,604
Loss from operations		(7,344)		(5,050)
Interest and other expense, net		(1,160)		(874)


Loss before provision for income taxes		(8,504)		(5,924)
Provision for income tax expense		(331)		(18)
Net loss		$	(8,835)	$	(5,942)
Net loss per common share:
Basic and diluted		$	(0.09)	$	(0.06)
Weighted-average common shares outstanding:
Basic and diluted		97,234		94,968

The accompanying notes are an integral part of these Consolidated Financial Statements.

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ServiceSource International, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)

	For the Three Months Ended March 31,
		2021		2020
Net loss		$	(8,835)	$	(5,942)
Other comprehensive income




Foreign currency translation adjustments		325		498
Other comprehensive income		325		498
Comprehensive loss		$	(8,510)	$	(5,444)

The accompanying notes are an integral part of these Consolidated Financial Statements.

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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, 2021	97,248	$	10	(121)	$	(441)	$	379,696	$	(304,607)	$	618	$	75,276
Net loss	—	—		—	—		—		(8,835)		—		(8,835)
Other comprehensive income	—	—		—	—		—		—		325		325
Stock-based compensation	—	—		—	—		2,486		—		—		2,486
Issuance of common stock, RSUs	73	—		—	—		—		—		—		—
Proceeds from the exercise of stock options and ESPP	149	—		—	—		132		—		—		132

Balance at March 31, 2021	97,470	$	10	(121)	$	(441)	$	382,314	$	(313,442)	$	943	$	69,384







	Common Stock			Treasury Shares/Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount		Shares	Amount
Balance at January 1, 2020	94,972	$	9	(121)	$	(441)	$	374,525	$	(286,066)	$	410	$	88,437
Net loss	—	—		—	—		—		(5,942)		—		(5,942)
Other comprehensive income	—	—		—	—		—		—		498		498
Stock-based compensation	—	—		—	—		1,066		—		—		1,066
Issuance of common stock, RSUs	178	1		—	—		(1)		—		—		—
Proceeds from the exercise of stock options and ESPP	112	—		—	—		76		—		—		76

Balance at March 31, 2020	95,262	$	10	(121)	$	(441)	$	375,666	$	(292,008)	$	908	$	84,135

The accompanying notes are an integral part of these Consolidated Financial Statements.

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ServiceSource International, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	For the Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net loss	$	(8,835)	$	(5,942)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,657		3,396
Amortization of contract acquisition costs	167		279

Amortization of ROU assets	2,391		2,313
Stock-based compensation	2,475		1,045
Restructuring and other related costs	902		431

Other	265		18
Net changes in operating assets and liabilities:
Accounts receivable, net	4,131		(1,722)
Prepaid expenses and other assets	(2,099)		1,323
Contract acquisition costs	(51)		9
Accounts payable	3,952		(3,253)
Accrued compensation and benefits	(3,673)		(1,210)
Operating lease liabilities	(2,738)		(1,838)
Accrued expenses	(511)		223
Other liabilities	504		(741)
Net cash provided by (used in) operating activities	537		(5,669)
Cash flows from investing activities:
Purchases of property and equipment	(1,019)		(1,557)




Net cash used in investing activities	(1,019)		(1,557)
Cash flows from financing activities:
Repayment on finance lease obligations	(161)		(238)


Proceeds from Revolver	—		27,000

Proceeds from issuance of common stock	132		76

Net cash (used in) provided by financing activities	(29)		26,838
Effect of exchange rate changes on cash and cash equivalents and restricted cash	650		480
Net change in cash and cash equivalents and restricted cash	139		20,092
Cash and cash equivalents and restricted cash, beginning of period	36,326		29,383
Cash and cash equivalents and restricted cash, end of period	$	36,465	$	49,475
Supplemental disclosures of cash flow information:
Cash paid for interest	$	105	$	55

Supplemental disclosures of non-cash activities:
Purchases of property and equipment accrued in accounts payable and accrued expenses	$	9	$	10
ROU assets obtained in exchange for new lease liabilities	$	618	$	204

The accompanying notes are an integral part of these Consolidated Financial Statements.

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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 20 years of experience and domain expertise in the cloud, software, hardware, medical device and diagnostic equipment, and industrial IoT sectors - we effect and transact billions of dollars of B2B commerce in more than 175 countries on our clients’ behalf annually.

“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.

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 two of our leased facilities. Restricted cash is recorded within "Other assets" in the Consolidated Balance Sheets and is classified as a Level 1 investment. The Company had restricted cash of $2.3 million as of March 31, 2021 and December 31, 2020.

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The Company did not have any other financial instruments or debt measured at fair value as of March 31, 2021 and December 31, 2020. There were no transfers between levels during the three months ended March 31, 2021 and 2020.

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 $1.3 million related to these grants during the year ended December 31, 2020 and is expected to receive an additional $0.2 million through August 2021. There are no conditions to repay the grants. Government grants are recognized in the Company's Consolidated Statements of Operations during the same period that the expenses related to the grant are incurred if there is reasonable assurance the grant will be received, and the Company has complied with any conditions attached to the grant.

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.

Note 3 — Debt

Revolving Line of Credit

In July 2018, the Company entered into a $40.0 million Revolver that allows it and the other Borrower named therein to borrow against their domestic receivables as defined in the Credit Agreement. The Revolver matures July 2021 and bears interest at a variable rate per annum based on the greater of the prime rate, the Federal Funds rate plus 0.50% or the one-month LIBOR rate plus 1.00%, plus, in each case, a margin of 1.00% for base rate borrowings or 2.00% for Eurodollar borrowings.

As of March 31, 2021, the Company had $15.0 million of borrowings under the Revolver through a one-month Eurodollar borrowing at an effective interest rate of 2.11% maturing April 2021. An additional $14.7 million was available for borrowing under the Revolver as of March 31, 2021. The Eurodollar borrowings may be extended upon maturity, converted into a base rate borrowing upon maturity or require an incremental payment if the borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.

Subsequent to March 31, 2021, the one-month $15.0 million Eurodollar borrowing was extended at an effective interest rate of approximately 2.11% maturing May 2021.

The obligations under the Credit Agreement are secured by substantially all the assets of the Borrowers and certain of their subsidiaries, including pledges of equity in certain of the Company’s subsidiaries. The Revolver has financial covenants which the Company was in compliance with as of March 31, 2021 and December 31, 2020.

Interest Expense

Interest expense related to the amortization of debt issuance costs and interest expense associated with the Company's debt obligation was $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively.

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 one to

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seven years and certain office leases include the option to terminate the lease upon written notice within one year after lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

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.

Supplemental income statement information related to leases was as follows:


	For the Three Months Ended March 31,
		2021		2020

		(in thousands)
Operating lease cost		$	2,941	$	3,107

Finance lease cost:
Amortization of leased assets		159		188
Interest on lease liabilities		11		31
Total finance lease cost		170		219

Sublease income		(1,098)		(892)
Net lease cost		$	2,013	$	2,434

Supplemental balance sheet information related to leases was as follows:


	March 31, 2021		December 31, 2020

	(in thousands)
Operating leases:
ROU assets	$	27,515	$	29,798

Operating lease liabilities	$	10,365	$	10,797
Operating lease liabilities, net of current portion	23,739		25,975
Total operating lease liabilities	$	34,104	$	36,772

Finance leases:
Property and equipment	$	2,868	$	2,880
Accumulated depreciation	(2,119)		(1,963)
Property and equipment, net	$	749	$	917

Other current liabilities	$	499	$	608
Other long-term liabilities	11		63
Total finance lease liabilities	$	510	$	671

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Lease term and discount rate information was as follows:


	For the Three Months Ended March 31,
	2021		2020
Weighted-average remaining lease term (in years):
Operating lease	5.6		5.9
Finance lease	0.8		1.6
Weighted-average discount rate:
Operating lease	6.2	%	6.4	%
Finance lease	6.5	%	7.8	%

Maturities of lease liabilities were as follows as of March 31, 2021:


	Operating Leases		Operating Sublease		Finance Leases		Total

	(in thousands)
Remainder of 2021	$	9,584	$	(3,789)	$	461	$	6,256
2022	9,406		(2,538)		64		6,932
2023	4,434		(623)		—		3,811
2024	3,020		—		—		3,020
2025	2,970		—		—		2,970
Thereafter	11,281		—		—		11,281
Total lease payments	40,695		(6,950)		525		34,270
Less: interest	(6,591)		—		(15)		(6,606)
Total	$	34,104	$	(6,950)	$	510	$	27,664

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 March 31,
		2021		2020

		(in thousands)

Selling services		$	44,328	$	49,173
Professional services		695		941

Total revenue		$	45,023	$	50,114

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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 March 31,
		2021		2020

		(in thousands)

NALA		$	25,334	$	28,473
EMEA		12,769		14,007
APJ		6,920		7,634
Total revenue		$	45,023	$	50,114

Revenue by Contract Pricing


	For the Three Months Ended March 31,
		2021		2020

		(in thousands)

Variable consideration		$	33,211	$	36,366
Fixed consideration		11,812		13,748
Total revenue		$	45,023	$	50,114

Contract Balances

As of March 31, 2021, contract assets and liabilities were $0.0 million and $0.2 million, respectively. As of December 31, 2020, contract assets and liabilities were $0.5 million and $0.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

As of March 31, 2021, assuming none of the Company’s current contracts with fixed consideration are renewed, the Company estimates receiving approximately $29.5 million in future selling services fixed consideration and approximately $0.2 million in professional services fixed consideration.

Contract Acquisition Costs

As of March 31, 2021 and December 31, 2020, capitalized contract acquisition costs were $0.8 million and $0.9 million, respectively. The Company recorded amortization expense related to capitalized contract acquisition costs of $0.2 million for the three months ended March 31, 2021 and 2020.

Impairment recognized on contract costs was insignificant for the three months ended March 31, 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 two performance goals for fiscal year 2021 and a rTSR modifier based on the Company's rTSR for fiscal years 2021, 2022, and 2023 compared to a peer group. The aggregate target number of shares subject to these awards is 0.8 million. The awards were valued on the grant date using a Monte Carlo simulation for the rTSR modifier and using the Company’s closing stock price for the performance metrics for an aggregate grant date fair value of $1.2 million. The number of shares ultimately received related to these awards will range from 0% to 173% of the participant's target award and will vest on the third anniversary of the grant date. The Company's expense will be recognized over the service period and adjusted based on estimated achievement of the performance goals.

Additionally, certain 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

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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 0.4 million. The awards were valued using the Company's closing stock price on the grant date and had an aggregate grant date fair value of $0.6 million. The number of shares ultimately received related to these awards ranges from 0% to 200% of the participant's target award and will vest on the first anniversary of the grant date. The Company's expense will be recognized over the service period and adjusted based on estimated achievement of the performance targets.

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 March 31,
		2021		2020

		(in thousands)
Cost of revenue		$	130	$	45
Sales and marketing		191		377
Research and development		15		18
General and administrative		2,139		605

Total stock-based compensation		$	2,475	$	1,045

The above table does not include capitalized stock-based compensation related to internal-use software that was insignificant for the three months ended March 31, 2021 and 2020.

Stock Awards

A summary of the Company's stock option activity and related information was as follows:


	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Intrinsic Value
	(in thousands)				(in thousands)










Outstanding as of December 31, 2020	3,030	$	2.09		$	1,372

Exercised	(268)	$	1.18
Expired and/or forfeited	(397)	$	2.03
Outstanding as of March 31, 2021	2,365	$	2.21	5.89	$	552
Exercisable as of March 31, 2021	2,118	$	2.33	5.61	$	431

As of March 31, 2021, there was $0.1 million of unrecognized compensation expense related to previously granted stock options, which is expected to be recognized over a weighted-average period of 1.5 years.

A summary of the Company's RSU and PSU activity and related information was as follows:


	Units	Weighted-Average Grant Date Fair Value
	(in thousands)
Non-vested as of December 31, 2020	7,015	$	1.55
Granted	1,957	$	1.59
Vested	(73)	$	1.98
Forfeited	(940)	$	1.69
Non-vested as of March 31, 2021	7,959	$	1.54

As of March 31, 2021, there was $6.7 million of unrecognized compensation expense related to previously granted RSUs and PSUs, which is expected to be recognized over a weighted-average period of 1.8 years.

Potential shares of common stock that are not included in the determination of diluted net loss per share because they are anti-dilutive for the periods presented consist of stock options and unvested RSUs and PSUs. The Company excluded from diluted earnings per share the weighted-average common share equivalents related to 1.2 million and 4.2 million shares for the three months ended March 31, 2021 and 2020, respectively, because their effect would have been anti-dilutive.

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Note 7 — Restructuring and Other Related Costs

The Company has undergone restructuring efforts to better align its cost structure with its business and market conditions. These restructuring efforts include severance and other employee costs, lease and other contract termination costs and asset impairments. Severance and other employee costs include severance payments, related employee benefits, stock-based compensation related to the accelerated vesting of certain equity awards and employee-related legal fees. Lease and other contract termination costs include charges related to lease consolidation and abandonment of spaces no longer utilized and the cancellation of certain contracts with outside vendors. Asset impairments include charges related to leasehold improvements and furniture in spaces vacated or no longer in use. The restructuring plans and future cash outlays are recorded in "Accrued expenses," "Accrued compensation," and "Other long-term liabilities" in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020.

During 2020, the Company announced a restructuring effort to align with its virtual-first operating model and reduce the operating cost structure resulting in a reduction of headcount and office lease costs. The Company recognized charges related to this restructuring effort of $0.9 million for the three months ended March 31, 2021 and expects to incur approximately $0.1 million in additional costs through 2021.

The following table presents a reconciliation of the beginning and ending fair value liability balance related to the 2020 restructuring effort:


	Severance and Other Employee Costs		Lease Termination Costs		Total

	(in thousands)
Balance as of January 1, 2020	$	—	$	—	$	—
Restructuring and other related costs	780		59		839
Cash paid	(442)		—		(442)

Balance as of December 31, 2020	338		59		397
Restructuring and other related costs	842		78		920
Cash paid	(968)		(59)		(1,027)

Balance as of March 31, 2021	$	212	$	78	$	290

Note 8 — Income Taxes

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses and foreign tax rate differences. The "Provision for income tax expense" in the Consolidated Statements of Operations primarily consists of income and withholding taxes for foreign and state jurisdictions where the Company has profitable operations, as well as valuation allowance adjustments for certain U.S. tax jurisdictions. No tax benefit was provided for losses incurred in the U.S., Ireland and Singapore because those losses are offset by a full valuation allowance. The tax years 2012 through 2020 generally remain subject to examination by federal, state and foreign tax authorities.

The gross amount of the Company’s unrecognized tax benefits was $1.0 million as of March 31, 2021 and December 31, 2020, none of which, if recognized, would affect the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2021 and 2020, interest and penalties recognized were insignificant.

Note 9 — Commitments and Contingencies

Letters of Credit

In connection with two of our leased facilities, the Company is required to maintain two letters of credit totaling $2.3 million. The letters of credit are secured by $2.3 million of cash in money market accounts, which are classified as restricted cash in "Other assets" in the Consolidated Balance Sheets.

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Non-cancelable Service Contract Commitments

Future minimum payments under non-cancelable service contract commitments were as follows:


	March 31, 2021
	(in thousands)
Remainder of 2021	$	10,308
2022	10,266
2023	8,183
2024	828

Thereafter	—
Total	$	29,585

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and notes thereto which appear elsewhere in this quarterly report on Form 10-Q.

This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may appear throughout this report. These forward-looking statements are generally identified by the words “believe,” “project,” "target," "forecast," “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and variations of such words or similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, those identified elsewhere in this report, including the risks and uncertainties related to the impact and duration of the COVID-19 pandemic, as well as those discussed in the sections of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021 entitled “Forward Looking Statements” and “Risk Factors” and in our other filings with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by applicable law.

Overview

For a summary of commonly used industry terms and abbreviations used in this Form 10-Q, see the Glossary of Terms.

Impact of the COVID-19 Pandemic

With the global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020, we created a dedicated crisis team to proactively implement our business continuity plans. By March 19, 2020, more than 95% of our employees had moved from an in-office to a work-from-home environment and as of April 1, 2020, we transitioned to a 100% virtual operating model. As a result of this successful work-from-home implementation, we have shifted to a virtual-first operating model whereby our employees will continue to primarily work from their home offices and our facilities will be used for collaboration, innovation, and connection. Additionally, this model includes virtual sourcing, hiring, and onboarding for new employees as well as a process for driving performance and culture in a virtual environment. As a result of the implementation of these business continuity measures, we have not experienced material disruptions in our operations.

We believe we have sufficient liquidity on hand to continue business operations during this volatile period. As of March 31, 2021, we had total available liquidity of $48.9 million consisting of cash on hand and availability under our Revolver. See "Liquidity and Capital Resources" for additional information.

There was no material adverse impact on the results of operations for the three months ended March 31, 2021 as a result of the COVID-19 pandemic. We expect to continue to invest capital to allow our employees to function in our virtual, work-from-home operating model. However, we are benefiting and will continue to benefit from decreases in certain costs related to our facilities and reduced travel and entertainment costs.

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The situation surrounding COVID-19 remains fluid and the potential for a negative impact on our financial condition and results of operations increases the longer the virus impacts the economic activity in the U.S. and globally. See “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020 for additional information.

Key Financial Results for the Three Months Ended March 31, 2021

•GAAP revenue was $45.0 million compared with $50.1 million reported for the same period in 2020.

•GAAP net loss was $8.8 million or $0.09 per diluted share, compared with GAAP net loss of $5.9 million or $0.06 per diluted share reported for the same period in 2020.

•Adjusted EBITDA, a non-GAAP financial measure, was negative $0.2 million compared with positive $0.1 million reported for the same period in 2020. See “Non-GAAP Financial Measurements” below for a reconciliation of Adjusted EBITDA from net loss.

•Ended the quarter with $36.5 million of cash and cash equivalents and restricted cash and $15.0 million of borrowings under the Company’s $40.0 million Revolver.

Results of Operations

For the Three Months Ended March 31, 2021 Compared to the Same Period Ended March 31, 2020

Net Revenue, Cost of Revenue and Gross Profit

Net revenue is primarily attributable to commissions we earn from the sale of renewals of maintenance, support and subscription agreements on behalf of our clients. We also generate revenues from selling professional services.

Cost of revenue includes employee compensation, technology costs, including those related to the delivery of our cloud-based technologies, and allocated overhead expenses which consist of depreciation, amortization of internally developed software, facility and technology costs.


	For the Three Months Ended March 31,
	2021				2020
	Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
	(in thousands)				(in thousands)				(in thousands)
Net revenue	$	45,023	100	%	$	50,114	100	%	$	(5,091)	(10)	%
Cost of revenue	34,067		76	%	35,560		71	%	(1,493)		(4)	%
Gross profit	$	10,956	24	%	$	14,554	29	%	$	(3,598)	(25)	%

Net revenue decreased $5.1 million, or 10%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to client churn and lower bookings.

Cost of revenue decreased $1.5 million, or 4%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the following:

•$1.2 million decrease in employee related costs associated with a reduction in headcount and lower travel and entertainment expenditures;

•$0.8 million decrease in facility costs primarily related to reduced headcount, transitioning to a virtual-first operating model, and sublease income; partially offset by

•$0.6 million increase in depreciation and amortization expense.

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Operating Expenses


	For the Three Months Ended March 31,
	2021				2020
	Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
	(in thousands)				(in thousands)				(in thousands)
Operating expenses:
Sales and marketing	$	4,030	9	%	$	7,268	15	%	$	(3,238)	(45)	%
Research and development	1,160		3	%	1,181		2	%	(21)		(2)	%
General and administrative	12,190		27	%	10,688		21	%	1,502		14	%
Restructuring and other related costs	920		2	%	467		1	%	453		97	%
Total operating expenses	$	18,300	41	%	$	19,604	39	%	$	(1,304)	(7)	%

Sales and Marketing

Sales and marketing expenses primarily consist of employee compensation expense and sales commissions paid to our sales and marketing employees, amortization of contract acquisition costs, marketing programs and events, and allocated overhead expenses, which consist of depreciation, amortization of internally developed software, and facility and technology costs.

Sales and marketing expenses decreased $3.2 million, or 45%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to a $2.3 million decrease in employee related costs associated with a reduction in headcount, lower bookings, and lower travel and entertainment expenditures, a $0.8 million decrease in information technology and facility costs related to transitioning to a virtual-first operating model, and a $0.2 million decrease in marketing cost.

Research and Development

Research and development expenses primarily consist of employee compensation expense, third-party consultant costs and allocated overhead expenses, which consist of amortization of internally developed software, facility and technology costs.

Research and development expenses decreased 2%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to $0.2 million decrease in information technology costs related to transitioning to a virtual-first operating model, offset by a $0.2 million reduction in third-party capitalizable software development costs and other professional fees.

General and Administrative

General and administrative expenses primarily consist of employee compensation expense for our executive, finance, human resources, and legal functions and expenses for professional fees for accounting, tax and legal services, as well as allocated overhead expenses, which consist of depreciation, amortization of internally developed software, facility and technology costs.

General and administrative expenses increased $1.5 million, or 14%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the following:

•$1.5 million increase in stock-based compensation costs;

•$1.0 million increase in information technology and facility costs due to lower headcount in cost of revenue; partially offset by

•$0.8 million decrease in employee related costs associated with a reduction in headcount; and

•$0.3 million decrease in depreciation and amortization expense.

Restructuring and Other Related Costs

Restructuring and other related costs consist primarily of employees’ severance payments and related employee benefits, related legal fees and charges related to lease termination costs.

Restructuring and other related costs increased $0.5 million, or 97% for the three months ended March 31, 2021 compared to the same period in 2020, due to the 2020 restructuring effort resulting in a reduction of headcount and office lease costs compared to the three months ended March 31, 2020.

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Interest and Other Expense, Net

Interest and other expense, net consists of interest expense associated with our Revolver, imputed interest from finance lease payments, interest income earned on our cash and cash equivalents, amortization of debt issuance costs and foreign exchange gains and losses.


	For the Three Months Ended March 31,
	2021				2020
	Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
	(in thousands)				(in thousands)				(in thousands)
Interest expense	$	(158)	—	%	$	(81)	—	%	$	(77)	(95)	%
Other expense, net	$	(1,002)	(2)	%	$	(793)	(2)	%	$	(209)	(26)	%

Interest expense increased $0.1 million, or 95%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the timing of borrowings on the Company's Revolver.

Other expense, net increased $0.2 million, or 26%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to foreign currency fluctuations.

Provision for Income Tax Expense


	For the Three Months Ended March 31,
	2021				2020
	Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
	(in thousands)				(in thousands)				(in thousands)
Provision for income tax expense	$	(331)	(1)	%	$	(18)	—	%	$	(313)	*

Provision for income tax expense resulted primarily from profitable jurisdictions where no valuation allowance has been provided. Provision for income tax increased $0.3 million for the three months ended March 31, 2021 compared to the same period in 2020, due to an increase in profitable operations in certain foreign jurisdictions.

* Not considered meaningful.

Liquidity and Capital Resources

Our primary operating cash requirements include the payment of compensation and related employee costs and costs for our facilities and information technology infrastructure. Historically, we have financed our operations from cash provided by our operating activities. We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.

We have considered the effects of the COVID-19 pandemic, including customer purchasing and renewal decisions, in our assessment of the sufficiency of our liquidity and capital resources. We will continue to monitor our financial position to the extent that pandemic-related challenges continue.

As of March 31, 2021, we had cash and cash equivalents of $34.2 million, which primarily consist of demand deposits and money market mutual funds. Included in cash and cash equivalents was $6.4 million held by our foreign subsidiaries used to satisfy their operating requirements. We consider the undistributed earnings of ServiceSource Europe Ltd. and ServiceSource International Singapore Pte. Ltd. permanently reinvested in foreign operations and have not provided for U.S. income taxes on such earnings. As of March 31, 2021, the Company had no unremitted earnings from our foreign subsidiaries.

In July 2018, the Company entered into a $40.0 million Revolver that allows it and the other Borrower named therein to borrow against its domestic receivables as defined in the Credit Agreement. The Revolver matures July 2021 and bears interest at a variable rate per annum based on the greater of the prime rate, the Federal Funds rate plus 0.50% or the one-month LIBOR rate plus 1.00%, plus, in each case, a margin of 1.00% for base rate borrowings or 2.00% for Eurodollar borrowings.

As of March 31, 2021 the Company had $15.0 million of borrowings under the Revolver through a one-month Eurodollar borrowing at an effective interest rate of 2.11% maturing April 2021. An additional $14.7 million was available for borrowing under the Revolver as of March 31, 2021. The Eurodollar borrowings may be extended upon maturity, converted into a base rate borrowing upon maturity or require an incremental payment if the borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.

Subsequent to March 31, 2021, the one-month $15.0 million Eurodollar borrowing was extended at an effective interest rate of approximately 2.11% maturing May 2021.

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Letters of Credit and Restricted Cash

Cash Flows

The following table presents a summary of our cash flows:


	For the Three Months Ended March 31,
	2021		2020

	(in thousands)
Net cash provided by (used in) operating activities	$	537	$	(5,669)
Net cash used in investing activities	(1,019)		(1,557)
Net cash (used in) provided by financing activities	(29)		26,838
Effect of exchange rate changes on cash and cash equivalents and restricted cash	650		480
Net change in cash and cash equivalents and restricted cash	$	139	$	20,092

Depreciation and amortization expense were comprised of the following:


	For the Three Months Ended March 31,
	2021		2020

	(in thousands)

Internally developed software amortization	$	2,192	$	1,765
Property and equipment depreciation	1,465		1,631
Total depreciation and amortization	$	3,657	$	3,396

Operating Activities

Net cash provided by operating activities increased $6.2 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of improved cash collections from our clients during the current period compared to the prior period.

Investing Activities

Net cash used in investing activities decreased $0.5 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, due to decreased cash outflows from purchases of property and equipment during the three months ended March 31, 2021.

Financing Activities

Net cash provided by financing activities decreased $26.9 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of $27.0 million in net cash inflows from borrowings on the Revolver during the three months ended March 31, 2020.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. The Company's significant accounting policies and estimates are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2020. These policies

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were followed in preparing the Consolidated Financial Statements for the three months ended March 31, 2021 and are consistent with the year ended December 31, 2020.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 2 - "Summary of Significant Accounting Policies" to the Consolidated Financial Statements.

Non-GAAP Financial Measurements

ServiceSource believes net income (loss), as defined by GAAP, is the most appropriate financial measure of our operating performance; however, ServiceSource considers Adjusted EBITDA to be useful supplemental, non-GAAP financial measure of our operating performance. We believe Adjusted EBITDA can assist investors in understanding and assessing our operating performance on a consistent basis, as it removes the impact of the Company's capital structure and other non-cash or non-recurring items from operating results and provides an additional tool to compare ServiceSource's financial results with other companies in the industry, many of which present similar non-GAAP financial measures.

EBITDA consists of net income (loss) plus provision for income tax expense (benefit), interest and other expense (income), net and depreciation and amortization. Adjusted EBITDA consists of EBITDA plus stock-based compensation, restructuring and other related costs, and amortization of contract acquisition costs related to the initial adoption of ASC 606.

This non-GAAP measure should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP.

The following table presents the reconciliation of "Net loss" to Adjusted EBITDA:


	For the Three Months Ended March 31,
		2021		2020

		(in thousands)
Net loss		$	(8,835)	$	(5,942)
Provision for income tax expense		331		18
Interest and other expense, net		1,160		874
Depreciation and amortization		3,657		3,396
EBITDA		(3,687)		(1,654)
Stock-based compensation		2,475		1,045
Restructuring and other related costs		920		467
Amortization of contract acquisition asset costs - ASC 606 initial adoption		84		218

Adjusted EBITDA		$	(208)	$	76

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies as defined by Item 10(f)(1) of Regulation S-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our CEO and CFO concluded that our disclosure controls and procedures are designed to, and are effective to, provide at a reasonable assurance level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

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SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

We continue to monitor the design and operating effectiveness of our internal controls for any effect resulting from the COVID-19 pandemic. There has not been any change in our internal control over financial reporting during the quarter covered by this report that materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

For a summary of factors which could affect results and cause results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf, see “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the risk factors as disclosed in our annual report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit Number						Description of Document





10.1*						Statement of Terms and Conditions of Employment, between ServiceSource Europe, Ltd. and Michael Naughton, dated October 28, 2011.

10.2*						Addendum to Statement of Terms and Conditions of Employment, between ServiceSource International, Inc. and Michael Naughton, dated September 21, 2018.

10.3*						2020 Equity Incentive Plan form of Restricted Stock Award Agreement (adopted March 2021).

10.4*						2020 Equity Incentive Plan form of Performance Stock Unit Award Agreement (adopted March 2021).

10.5*						2020 Equity Incentive Plan form of Performance Stock Unit Award Agreement (adopted March 2021).

31.1*						Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith.

** Furnished herewith.

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GLOSSARY OF TERMS

The following abbreviations or acronyms used in this Form 10-Q are defined below:


Abbreviations or acronyms			Definition

2020 Plan			2020 Equity Incentive Plan
APJ			Asia Pacific-Japan
ASC 606			Accounting Standards Codification Topic 606, Revenue from Contracts with Customers
ASC 740			Accounting Standards Codification Topic 740, Income Taxes

ASU			Accounting Standards Update
B2B			Business-to-business

Borrowers			ServiceSource International, Inc. and ServiceSource Delaware, Inc.
BPaaS			Business Process-as-a-Service
CEO			Chief Executive Officer
CFO			Chief Financial Officer




COVID-19			Coronavirus disease 2019
Credit Agreement			Revolving Loan Credit Agreement, dated as of July 30, 2018, among the Borrowers and Compass Bank, as Lender
EMEA			Europe, Middle East and Africa

ESPP			2011 Employee Stock Purchase Plan

FASB			Financial Accounting Standards Board
GAAP			United States Generally Accepted Accounting Principles



IoT			Internet of things

MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
NALA			North America and Latin America


PSU			Performance-based restricted stock unit
Revolver			Senior secured revolving line of credit
ROU			Right-of-use
RSU			Restricted stock unit


rTSR			Relative total stockholder return
SEC			Securities and Exchange Commission



U.S.			United States

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SERVICESOURCE INTERNATIONAL, INC. (Registrant)

Date:	April 28, 2021	By:	/s/ CHAD W. LYNE
			Chad W. Lyne Chief Financial Officer (Principal Financial and Accounting Officer)


Grant Date			March 1, 2021
Target Performance Stock Units			__________ (“Target PSUs”)
Maximum Performance Stock Units			__________ (“Max PSU”)
Performance Period			January 1, 2021 – December 31, 2021
Vesting Date			March 1, 2022
Overview			This award of Performance Stock Units entitles you to earn shares of Common Stock based on the satisfaction of the performance goals set forth in Appendix A and your Continuous Service (defined below) through the Vesting Date set forth above. Upon the termination of your Continuous Service with the Company or its Subsidiaries for any or no reason prior to the Vesting Date, you shall automatically and immediately forfeit all Performance Stock Units and rights to earn or receive Common Stock hereunder. You have no rights as a stockholder of the Company pursuant to this Agreement until such time, if any, as shares of Common Stock are issued to you.


Award Determination			On the Determination Date, the Company will determine the number of Performance Stock Units that vested (the “Vested PSUs”) on the Vesting Date by applying the formulas in Appendix A taking into account the level of achievement of the relevant performance goals over the Performance Period and the Target PSUs awarded to you. The Vested PSUs, if any, may be greater than or less than the Target PSUs, but can never exceed the Max PSUs. The Company shall issue you one share of Common Stock for each Vested PSU, as described in the “Payment” section below.
Determination Date			The “Determination Date” is the date on which the Company files its Annual Report on Form 10-K for the Company’s 2021 fiscal year.
Continuous Service			The term “Continuous Service” shall mean your uninterrupted service to the Company or its Subsidiaries as an Employee, Outside Director, or Consultant. The Administrator shall determine in its discretion whether and when your Continuous Service has ended (including as a result of any leave of absence); provided, however, that your Continuous Service shall not be deemed to have ended in the event you retire or otherwise terminate as an Employee but continue to perform services for the Company as an Outside Director or Consultant.


Change in Control			Prior to the End of the Performance Period In the event of a Change in Control prior to the end of the Performance Period, the Performance Period shall be deemed to have ended immediately prior to the Change in Control, and you shall be credited with a number of conditionally-earned PSUs (“Conditional PSUs”), if any, determined in accordance with Appendix A based on performance through the date of the Change in Control; provided, however, that the performance goals in Appendix A shall be adjusted in the Administrator’s sole discretion to account for the truncation of the performance period on the date of the Change in Control and the Administrator may adopt reasonable procedures for determining the level of achievement of any financial metrics, such as using audited financial statements from the most recently completed fiscal quarter. The Conditional PSUs will vest and become Vested PSUs on the Vesting Date, subject to your Continuous Service with the Company or its Subsidiaries or any successor company through such date. If this award is not assumed by the successor in any Change in Control transaction, your Conditional PSUs shall vest and become Vested PSUs immediately upon the Change in Control. On or After the End of the Performance Period In the event of a Change in Control on or following the end of the Performance Period, the Company shall promptly determine your Conditional PSUs, and may do so without waiting for the occurrence of the Determination Date and may use reasonable procedures for determining the level of achievement of any financial metrics. Your Conditional PSUs will then become Vested PSUs on the Vesting Date, subject to your Continuous Service with the Company or its Subsidiaries or any successor corporation through such date. If this award is not assumed by the successor in any Change in Control transaction, your Conditional PSUs shall vest and become Vested PSUs immediately upon the Change in Control.
Payment			The Company shall issue to you one share of Common Stock for each Vested PSU, with the delivery of such Common Stock to occur within seventy-four (74) days following the date on which such Performance Stock Units became Vested PSUs.


Employment Agreement			Nothing herein shall diminish any rights to accelerated vesting you may have under your most recent Employment and Confidential Information Agreement between you and the Company, which rights shall be in addition to any vesting rights you may have hereunder.
Other Terms and Conditions			Are set forth in the accompanying Performance Stock Unit Award Terms and Conditions and the Plan.


Performance Goals			The performance goals for this award shall be based on: •H1 Revenue •Annual Revenue •Annual Adjusted EBITDA, and •Annual Free Cash Flow. H1 Revenue, Annual Revenue, Annual Adjusted EBITDA and Annual Free Cash Flow are defined and shall be determined as set forth below.
Determination of Vested PSUs			The number of Vested PSUs shall be determined as follows: Vested PSUs = (Target PSUs x 25% x H1 Revenue Achievement %) + (Target PSUs x 25% x Annual Revenue Achievement %) + (Target PSUs x 30% x Annual Adjusted EBITDA Achievement %) + (Target PSUs x 20% x Annual Free Cash Flow Achievement %)


Special Vesting Events			Rule of 70 In the event your continued employment or service with the Company or its Subsidiaries terminates for any reason other than for Cause when your combined age and total years of employment or service with the Company or its Subsidiaries (including service on the Company’s Board) equals or exceeds 70, then any unvested Restricted Stock Units shall continue to vest on their applicable Scheduled Vesting Dates notwithstanding the termination of your continued employment or service with the Company or its Subsidiaries.


PARTICIPANT Signature Date			SERVICESOURCE INTERNATIONAL, INC. By: Name: Megan Fine Title: SVP, General Counsel Date


H1 Revenue Achievement Percentage	The H1 Revenue Achievement Percentage (capped at 200%) shall be determined in accordance with the following chart, based on the Company’s H1 Revenue measured over the period January 1, 2021 – June 30, 2021:
	H1 Revenue (Millions of $USD)	H1 Revenue Achievement Percentage
	$94.6 or greater	200%
	$90.3	125%
	$86.0	100%
	$81.7	75%
	$77.4	50%
	Less than $77.4	0%

Annual Revenue Achievement Percentage	The Annual Revenue Achievement Percentage (capped at 200%) shall be determined in accordance with the following chart, based on the Company’s Annual Revenue measured over the Performance Period:
	Annual Revenue (Millions of $USD)	Annual Revenue Achievement Percentage
	$193.6 or greater	200%
	$188.1	150%
	$184.4	100%
	$175.2	90%
	$166.0	50%
	Less than $166.0	0%


Annual Adjusted EBITDA Percentage	The Annual Adjusted EBITDA Achievement Percentage (capped at 200%) shall be determined in accordance with the following chart, based on the Company’s Annual Adjusted EBITDA measured over the Performance Period:

	Annual Adjusted EBITDA (Millions of $USD)	Annual Adjusted EBITDA Achievement Percentage
	$4.0 or greater	200%
	$2.0	125%
	$0.2	100%
	($2.0)	90%
	($4.0)	50%
	Less than ($4.0)	0%

Annual Free Cash Flow Achievement Percentage	The Annual Free Cash Flow Achievement Percentage (capped at 200%) shall be determined in accordance with the following chart, based on the Company’s Annual Free Cash Flow measured over the Performance Period:

	Annual Free Cash Flow (Millions of $USD)	Annual Free Cash Flow Achievement Percentage
	($3.0) or greater	200%
	($5.5)	125%
	($8.0)	100%
	($10.5)	90%
	($13.0)	50%
	Less than ($13.0)	0%

Linear Interpolation	When H1 Revenue, Annual Revenue, Annual Adjusted EBITDA, or Annual Free Cash Flow, as applicable, for the relevant period falls between any of the hurdle amounts set forth in the charts above, the applicable “Achievement Percentage” shall be determined based on linear interpolation.


Definitions			“H1 Revenue” shall be Net Revenue of the Company for the period January 1, 2021 – June 30, 2021 as set forth in the Company’s 10-Q for the period ended June 30, 2021 and/or earnings press release and 8-K for the period ended June 30, 2021. “Annual Revenue” shall be Net Revenue of the Company for the Performance Period as defined in the Company’s 10-K and/or earnings press release and 8-K for the Company’s 2021 fiscal year end. “Annual Adjusted EBITDA” shall be the cumulative Adjusted EBITDA of the Company for the Performance Period as defined in the Company’s 10-K and/or earnings press release and 8-K for the Company’s 2021 fiscal year end. Annual Free Cash Flow” shall be the Free Cash Flow of the Company for the Performance Period as defined in the Company’s 10-K and/or earnings press release and 8-K for the Company’s 2021 fiscal year end.
Determinations and Adjustments			It is the intent of the parties that the determinations herein shall mirror those under the Company’s cash-settled annual bonus plan (CIP) for fiscal year 2021, and all determinations hereunder shall be intended to match the determinations made under the annual bonus plan (CIP) for fiscal year 2021. Without limiting the foregoing, if the occurrence of any unbudgeted or unanticipated item during the Performance Period would make fair and equitable measurement of the performance goals no longer practical, the Administrator may adjust and modify the performance goals set forth herein to preserve (but not enhance) the incentives contemplated by this Award Agreement. You hereby agree that any such adjustment or modification shall not be deemed to be an amendment to the Award Documents and shall not adversely affect your rights hereunder. For purpose of this paragraph, unbudgeted or unanticipated items shall include, but not be limited to, costs associated with natural disasters, storms or pandemics (including, without limitation, COVID-19), foreign exchange variations, changes in accounting principles, material litigation costs that could not have been reasonably anticipated in the ordinary course of business, costs of severance or other reductions in force, capital markets transactions, restructurings or recapitalizations, business combinations or consolidations, stock splits or reverse splits, extraordinary special stock dividends, rights offerings, spin-offs, or similar transactions.


General Vesting and Payment Provisions			The actual number of shares of Common Stock earned, if any, is equal to the number of Performance Stock Units that become vested (“Vested PSUs”), determined as follows (except as otherwise set forth herein): •First, at the end of the Initial Measurement Period, the Company will determine a preliminary number of Performance Stock Units that may be eligible to vest (the “Preliminary PSUs”) by applying the formula(s) in Appendix A taking into account the level of achievement of the relevant performance goals and the Target PSUs awarded to you. •Next, at the end of the Performance Period, the Company will determine the number of Performance Stock Units that are eligible to vest (the “Conditional PSUs”) by applying the modification factors in Appendix B (which are based on the Company’s relative total stockholder return) to the number of Preliminary PSUs determined following the end of the Initial Measurement Period. The Conditional PSUs, if any, may be greater than or less than the Target PSUs, but can never exceed the Max PSUs. •Last, the Conditional PSUs, if any, shall become Vested PSUs based on your Continuous Service (as defined below) with the Company or its Subsidiaries following the end of the Performance Period through the Time-Vesting Date. The Company shall issue you one share of Common Stock for each Vested PSU, as described in the “Payment” section below. You have no rights as a stockholder of the Company pursuant to this Agreement until such time, if any, as shares of Common Stock are issued to you.
Award Determination			Preliminary PSUs The Company shall determine the number of your Preliminary PSUs as soon as practicable following the end of the Initial Measurement Period, generally within ten (10) days following the date on which the Company files its Annual Report on Form 10-K for the fiscal year of the Company ending coincident with the last day of the Initial Measurement Period. Conditional PSUs The Company shall determine the number of your Conditional PSUs as soon as practicable and in all events within thirty (30) days following the end of the Performance Period.
Vesting Date			Subject to your Continuous Service with the Company or its Subsidiaries from the Grant Date through the Time-Vesting Date, all Conditional PSUs shall become Vested PSUs on the Time-Vesting Date.


Continuous Service			The term “Continuous Service” shall mean your uninterrupted service to the Company or its Subsidiaries as an Employee, Outside Director, or Consultant. The Administrator shall determine in its discretion whether and when your Continuous Service has ended (including as a result of any leave of absence); provided, however, that your Continuous Service shall not be deemed to have ended in the event you retire or otherwise terminate as an Employee but continue to perform services for the Company as an Outside Director or Consultant.
Termination of Continuous Service			Except as set forth below under the headings “Special Vesting Events” or “Change in Control,” upon the termination of your Continuous Service with the Company or its Subsidiaries for any or no reason prior to the Time-Vesting Date, you shall automatically and immediately forfeit all Performance Stock Units and rights hereunder.


Special Vesting Events			Termination due to Death or Disability Prior to the End of the Initial Measurement Period. In the event that your Continuous Service with the Company or its Subsidiaries is terminated prior to the end of the Initial Measurement Period due to death or Disability, the Initial Measurement Period and the Performance Period shall both be deemed to have ended immediately prior to the date of death or Disability, and you shall immediately vest in a pro-rated number of Performance Stock Units, if any, equal to the product of (i) the number of PSUs determined in accordance with Appendix A and Appendix B based on performance and relative total stockholder return through the date of the death or Disability (for avoidance of doubt, the performance goals in Appendix A shall be adjusted in the Administrator’s sole discretion to account for the truncation of the Performance Period on the date of death or Disability, and the Administrator may adopt reasonable procedures for determining the level of achievement of any financial metrics, such as using audited financial statements from the most recently completed fiscal quarter), multiplied by (ii) a fraction, (A) the numerator of which is the number of days of your Continuous Service between the first day of the Performance Period through the date of death or Disability, and (B) the denominator of which is the total number of days between the first day of the Performance Period and the Time-Vesting Date. Vested PSUs, if any, shall be payable as set forth in the “Payment” section below. On or After the End of the Initial Measurement Period but Prior to the End of the Performance Period In the event that your Continuous Service with the Company or its Subsidiaries is terminated following the end of the Initial Measurement Period and prior to the end of the Performance Period due to death or Disability, the Performance Period shall be deemed to have ended immediately prior to the date of death or Disability, and you shall immediately vest in a pro-rated number of Performance Stock Units, if any, equal to the product of (i) the number of Preliminary PSUs calculated following the end of the Initial Measurement Period as modified by the factors in Appendix B (for avoidance of doubt, the modification shall be based on relative total stockholder return through the date of the death or Disability), multiplied by (ii) a fraction, (A) the numerator of which is the number of days of your Continuous Service between the first day of the Performance Period through the date of death or Disability, and (B) the denominator of which is the total number of days between the first day of the Performance Period and the Time-Vesting Date. Vested PSUs, if any, shall be payable as set forth in the “Payment” section below.


			On or After the End of the Performance Period. In the event that your Continuous Service with the Company or its Subsidiaries is terminated following the end of the Performance Period and prior to the Time-Vesting Date due to death or Disability, your Conditional PSUs, if any, shall immediately vest on a pro-rated basis, by multiplying the number of Conditional PSUs, if any, by a fraction, (A) the numerator of which is the number of days of your Continuous Service between the first day of the Performance Period through the date of death or Disability, and (B) the denominator of which is the total number of days between the first day of the Performance Period and the Time-Vesting Date. Vested PSUs, if any, shall be payable as set forth in the “Payment” section below.
			Rule of 70 In the event your Continuous Service with the Company or its Subsidiaries terminates for any reason other than death, Disability, or Cause when your combined age and total years of employment or service with the Company or its Subsidiaries (including service on the Company’s Board) equals or exceeds 70, then your Performance Stock Units and your rights hereunder shall be unaffected by your termination of Continuous Service. The number of Vested PSUs, if any, to which you may be entitled shall be determined in accordance with the “General Vesting and Payment,” “Award Determination,” and “Vesting Date” sections above as if your employment had continued through the Time-Vesting Date, and you shall be entitled to payment in accordance with the “Payment” section below. For purposes of the “Payment” section below, the date on which your Performance Stock Units shall become Vested PSUs, if at all, shall be the Time-Vesting Date.


Performance Goals	The performance goals for this award shall be based on: •New Bookings, and •Churn New Bookings and Churn are defined and shall be determined as set forth below.
Determination of Preliminary PSUs	The number of Preliminary PSUs with which you are credited, if any, at the end of the Initial Measurement Period shall be determined as follows: Preliminary PSUs = (Target PSUs x 50% x New Bookings Achievement %) + (Target PSUs x 50% x Churn Achievement %)
New Bookings Achievement Percentage	The New Bookings Achievement Percentage (capped at 150%) shall be determined in accordance with the following chart, based on the Company’s New Bookings over the Initial Measurement Period:
	New Bookings ($MM)	New Booking Achievement %
	Less than $33.6	0%
	$33.6	50%
	$43.2	90%
	$48.0	100%
	$52.8	125%
	$55.2 or greater	150%
Churn Achievement Percentage	The Churn Achievement Percentage (capped at 150%) shall be determined in accordance with the following chart, based on the Company’s Churn over the Initial Measurement Period:
	Churn($MM)	Churn Achievement %
	Less than $(25.4)	0%
	$(25.4)	50%
	$(18.6)	90%
	$(16.9)	100%
	$(15.2)	125%
	$(14.4) or greater	150%


Linear Interpolation			When New Bookings or Churn, as applicable, for the Initial Measurement Period falls between any of the hurdle amounts set forth in the charts above, the New Bookings Achievement % or Churn Achievement % shall be determined based on linear interpolation.
Definitions			“Churn” shall mean the annual contract value (ACV) of all contract terminations or reductions in services during the Initial Measurement Period, or reductions in contract value from contractual renegotiations during the Initial Measurement Period, in either case resulting from client notifications of termination, reduction, renegotiation or non-renewal during the Initial Measurement Period. “New Bookings” shall mean the value of “Total New Bookings” that are closed and signed during the Initial Measurement Period. Total New Bookings includes the aggregate of Annual Recurring Revenue (ARR), non-recurring, technology services, professional services, expansions, and pilot bookings.
Adjustments			If the occurrence of any unbudgeted or unanticipated item during the Initial Measurement Period would make fair and equitable measurement of the Company’s New Bookings and/or Churn for the Initial Measurement Period no longer practical, the Administrator will adjust and modify the performance goals set forth herein to preserve (but not enhance) the incentives contemplated by this Award Agreement. You hereby agree that any such adjustment or modification shall not be deemed to be an amendment to the Award Documents and shall not adversely affect your rights hereunder. For purpose of this paragraph, unbudgeted or unanticipated items shall include, but not be limited to, natural disasters, storms or pandemics (including, without limitation, COVID-19), foreign exchange variations, changes in accounting principles, material litigation costs that could not have been reasonably anticipated in the ordinary course of business, costs of severance or other reductions in force, capital markets transactions, restructurings or recapitalizations, business combinations or consolidations, stock splits or reverse splits, extraordinary special stock dividends, rights offerings, spin-offs, or similar transactions.


Determination of Conditional PSUs	The number of Conditional PSUs with which you are credited, if any, at the end of the Performance Period shall be determined by multiplying (x) the number of Preliminary PSUs, if any, credited following the Initial Measurement Period by (y) the applicable Modification Factor determined in accordance with the following chart based on the Company’s Relative Total Stockholder Return over the Performance Period as compared to the Peer Group (defined below):
	Company Relative Total Stockholder Return	Modification Factor
	Less than or equal to the 25th percentile of the Peer Group	85%
	Median (50th percentile) of the Peer Group	100%
	75th percentile or greater of the Peer Group	115%

Linear Interpolation	When the Company’s Relative Total Stockholder Return Period falls between any of the percentiles set forth in the chart above, the Modification Factor shall be determined based on linear interpolation.
Company Relative Total Stockholder Return	The Company’s Relative Total Stockholder Return measured against the Peer Group shall be determined by first ranking the Company and each of the Peer Companies by their respective Total Stockholder Returns (highest to lowest) over the Performance Period. The Company’s Relative Total Stockholder Return shall be the Company’s percentile ranking determined from such numerical ranking, which percentile ranking shall be calculated as 100 multiplied by a fraction, the numerator of which is (x) the number of Peer Companies that are ranked lower than the Company by their respective Total Stockholder Returns and the denominator of which is (y) the number of Peer Companies in the Peer Group at the time of the determination minus one (1).


Total Stockholder Return			Total Stockholder Return for the Company and each of the Peer Companies shall be calculated in accordance with the following formula, with the result expressed as a percentage: (EB/BB)1/n - 1 For purposes of the foregoing formula: “EB” = the sum of (x) the cumulative amount of the entity’s dividends per share for the Performance Period plus the arithmetic average per share closing price of such entity’s common stock for the last 20 consecutive trading days of the applicable Performance Period “BB” = the arithmetic average per share closing price of such entity’s common stock for the last 20 consecutive trading days prior to the beginning of the Performance Period “n” = the total number of years in the Performance Period.


Peer Group	The Peer Group for determining Relative Total Stockholder Return shall consist of the following companies (each a “Peer Company”): •SYNNEX Corporation •Insight Enterprises, Inc. •Conduent Incorporated •ScanSource, Inc. •TTEC Holdings, Inc. •Sykes Enterprises, Incorporated •ePlus inc. •ExlService Holdings, Inc. •WNS Holdings Ltd. •StarTek, Inc. •Perficient, Inc. •QuinStreet, Inc. •Computer Task Group, Incorporated •Rimini Street, Inc. •Fluent, Inc. •Zuora, Inc. •PFSweb, Inc. •PRGX Global, Inc. •Model N, Inc. •ChannelAdvisor Corporation •TechTarget, Inc.
Adjustment to the Peer Group	The Peer Group shall not be changed during the Performance Period except as set forth in the following chart to account for certain corporate transactions affecting a Peer Company:
	Corporation Transaction	Treatment of Peer Company
	Peer Company is acquired by another Peer Company	Keep the Peer Company that performed the acquisition and remove the acquired Peer Company


			A Peer Company merges with or acquires a non-peer company and the Peer Company is the surviving entity						The Peer Company remains in the Peer Group

			The Peer Company is not the surviving entity after a merger, consolidation or amalgamation with a non-peer company						The Peer Company is removed from the Peer Group

			A Peer Company spins out a portion of its business, but the Peer Company remains in place as a publicly traded entity						The Peer Company remains in the Peer Group and the per-share value of the spinoff is treated as a dividend that is reinvested in shares of the Peer Company on the spinoff date, with the spinoff amount per share and return thereon used to appropriately adjust “EB” upward or downward to account for the reinvestment.

			A spun-out entity replaces the Peer Company (i.e. there is no longer a clear surviving parent company following the transaction)						The Peer Company remains in the Peer Group

			A Peer Company is suspended from listing or trading because of misconduct						The Peer Company remains in the Peer Group but Total Stockholder Return is set to negative 100%

			A Peer Company no longer meets screening criteria						The Peer Company remains in the Peer Group

			A Peer Company goes bankrupt						The Peer Company remains in the Peer Group, but Total Stockholder Return is set to negative 100%


Date:	April 28, 2021	By:	/s/ GARY B. MOORE
			Name: Gary B. Moore
			Title: Chief Executive Officer and Director (Principal Executive Officer)