The following discussion of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and the
related notes included elsewhere in this Amendment. The following discussion
includes forward-looking statements. Please see the section entitled "Risk
Factors" in Item 1A of the Original Form 10-K for important information to
consider when evaluating these statements.

Overview



We provide customer and technical support solutions delivered primarily solely
through our home-based employee model. Our cloud-based technology platform is
designed to deliver scalable and flexible solutions from a global, home-based
workforce. With this ExpertAnywhere delivery capability, we meet client needs
through a network of on-demand, custom-profiled experts.

We intend the following discussion of our financial condition and results of
operations to provide information that will assist in understanding our
consolidated financial statements, the changes in certain key items in those
consolidated financial statements from year to year, and the primary factors
that accounted for those changes, as well as how certain accounting principles,
policies and estimates affect our consolidated financial statements.

Results of Operations

The following table presents certain consolidated statements of operations data for the periods indicated as a percentage of total revenue:




                                            Years Ended December 31,


                                            2020         2019



Revenue:
Services                                     95.9%        94.0%
Software and other                           4.1          6.0
Total revenue                                100.0        100.0

Cost of revenue:
Cost of services                             65.4         73.8
Cost of software and other                   0.5          0.2
Total cost of revenue                        65.9         74.0
Gross profit                                 34.1         26.0

Operating expenses:
Engineering and IT                           8.3          6.5
Sales and marketing                          5.4          2.8
General and administrative                   20.2         12.1
Total operating expenses                     33.9         21.4

Income from operations                       0.1          4.6
Interest and other income, net               1.1          1.7
Income from operations, before income taxes  1.2          6.3
Income tax provision                         0.2          0.2
Net income                                   1.0%         6.1%





                                       1

Years Ended December 31, 2020 and 2019:



Revenue


                                 Years Ended December 31,


                                 2020         2019         $ Change   % Change
In thousands, except percentages
Services                          $42,079      $59,545      $(17,466)  (29.3)%
Software and other                1,785        3,788        (2,003)    (52.9)
Total revenue                     $43,864      $63,333      $(19,469)  (30.7)%


Services. Services revenue consists primarily of fees for customer support services generated from our partners. We provide these services remotely, generally using service delivery personnel who utilize our proprietary technology or client systems as specified by the client to deliver the services. Services revenue is also comprised of licensing of our Support.com Cloud applications.



Services revenue for the year ended December 31, 2020 decreased by $17.5
million, or 29%, from the same period in 2019. This decrease was primarily due
to a decline in revenue of $18.7 million resulting from termination of certain
services by one of our major customers due to a realignment of the customer's
needs, which concluded in the second quarter of 2020. The revenue derived from
these services previously provided to this customer was 8% and 35% of the
Company's total revenue for the years ended December 31, 2020 and 2019,
respectively. To a lesser extent, this decrease also was due to a decline in
revenue of an additional $1.8 million resulting from termination by this major
customer of certain other services due to a further realignment of the
customer's needs. The revenue derived from these additional services provided to
this customer was 10% and 10% of the Company's total revenue for the years ended
December 31, 2020 and 2019, respectively. These declines in revenue were offset
by an increase in revenue from one of our other major customers of $3.0 million.

We intend to shift our focus from the direct-to-consumer market to the
enterprise business market, and from primarily U.S. based delivery capabilities
to global delivery capabilities. As with any market that is undergoing shifts,
growth opportunities in our services programs are difficult to predict, but we
are focused on delivering growth through these new strategic initiatives.

Software and other. Software and other revenue is comprised primarily of fees
for end-user software products provided through direct customer downloads, and,
to a lesser extent, through the sale of these software products via partners.
Software and other revenue for the year ended December 31, 2020 decreased by
$2.0 million, or 52.9%, from the same period in 2019 primarily due to the
cancellation of a significant customer agreement.

Revenue Mix

The components of revenue, expressed as a percentage of total revenue were:




                   Years Ended December 31,


                   2020         2019

Services            95.9%        94.0%
Software and other  4.1          6.0
Total revenue       100.0%       100.0%





                                       2


For the years ended December 31, 2020 and 2019, our two largest customers accounted for 44% and 43% and 63% and 25% of our total revenue, respectively. No other customers accounted for 10% or more of our total revenue in any year presented.




Cost of Revenue


                                 Years Ended December 31,


                                 2020         2019         $ Change   % Change
In thousands, except percentages
Cost of services                  $28,697      $46,714      $(18,017)  (38.6)%
Cost of software and other        224          151          73         48.3
Total cost of revenue             $28,921      $46,865      $(17,944)  (38.3)%



Cost of services. Cost of services consists primarily of compensation costs and
contractor expenses for people providing services, technology and
telecommunication expenses related to the delivery of services and other
personnel-related expenses in service delivery. The decrease of $18.0 million,
or 38.6%, in cost of services for the year ended December 31, 2020 compared to
the same period in 2019 was primarily due to lower personnel expenses due to a
decrease in headcount as a result of the decreased business from one of our
major customers, partially offset by one-time costs associated with the
transition of our executive team and other transition related costs.

Cost of software and other. Cost of software and other consists primarily of
third-party royalty fees for our end-user software products. Certain of these
products were developed using third-party research and development resources,
and the third party receives royalty payments on sales of products it developed.

Operating expenses


                                 Years Ended December 31,


                                 2020         2019         $ Change % Change
In thousands, except percentages
Engineering and IT                $3,655       $4,078       $(423)   (10.4)%
Sales and marketing               2,362        1,760        602      34.2
General and administrative        8,874        7,679        1,195    15.6
Total operating expenses          $14,891      $13,517      $1,374   10.2%



Engineering and IT.Engineering and IT expense consists primarily of compensation
costs, third-party consulting expenses and related overhead costs for
engineering and IT personnel and are expensed as they are incurred. Engineering
and IT costs for the year ended December 31, 2020 decreased $0.4 million, or
10.4%, as compared to the same period in 2019 primarily due to reduced costs
related to contractors providing services for direct-to-consumer related
projects.

Sales and marketing.Sales and marketing expense consists primarily of
compensation costs of business development, program management and marketing
personnel, as well as expenses for lead generation and promotional activities,
including public relations, website design, advertising and marketing. Sales and
marketing costs for the year ended December 31, 2020 increased $0.6 million, or
34.2%, as compared to the same period in 2019 primarily due to costs related to
marketing campaigns targeted to generate growth opportunities as well as
one-time costs associated with the transition of our executive team and other
transition related costs.

General and administrative. General and administrative expense consists
primarily of compensation costs and related overhead costs for administrative
personnel and professional fees for legal, accounting and other professional
services. General and administrative costs for year ended December 31, 2020
increased $1.2 million, or 15.6%, as compared to the same period in 2019
primarily due to higher headcount related costs as well as one-time costs
associated with the transition of our executive team and other transition
related costs. Additionally, our indefinite-lived intangible asset was fully
impaired during 2020.



                                       3


Interest income and other, net



                                           Years Ended December 31,
In thousands, except percentages           2020              2019          

$ Change % Change Interest income and other, net $ 496 $ 1,049 $ (553 ) (52.7 )%





Interest income and other, net. Interest income and other, net consists
primarily of interest income on our cash, cash equivalents and short-term
investments. Interest income and other, net for the year ended December 31, 2020
decreased $0.6 million, or 52.7%, as compared to the same period in 2019
primarily due to lower cash and cash equivalents and short-term investments
after the $19.1 million cash dividend paid in December 2019, coupled with lower
yields on investments.

Income tax provision

                                            Years Ended December 31,

In thousands, except percentages            2020                 2019           $ Change         % Change
Income tax provision                    $        102         $        154

$ (52 ) (33.8 )%


Income tax provision.The income tax provision is comprised of estimates of
current taxes due in domestic and foreign jurisdictions and changes in deferred
tax balances. For the year ended December 31, 2020, the income tax provision
consisted of a $93,000 provision for foreign taxes and a $9,000 provision for
state income tax. For the year ended December 31, 2019, the income tax provision
consisted of a $138,000 provision for foreign taxes and a $16,000 provision for
state income tax.

Liquidity and Capital Resources



Total cash, cash equivalents and short-term investments at December 31, 2020 and
2019 was $30.0 million and $26.4 million, respectively. Cash equivalents and
short-term investments are comprised of money market funds, certificates of
deposit, corporate notes and bonds, and U.S. government agency securities.
Certain amounts of our foreign subsidiary cash may be subject to taxes or other
restrictions if we repatriate the cash to the United States. We have certain
contractual operating leases and uncertain tax positions, including interest and
penalties, which create contractual obligations.

Operating Activities

During the year ended December 31, 2020, our net cash provided by operating activities was $4.3 million as a result of net income, non-cash adjustments of $1.3 million, and a decrease in accounts receivable, partially offset by a decrease in deferred revenue.



During the year ended December 31, 2019, our net cash used in operating
activities was $4.1 million as a result of decreases in accrued legal settlement
and accrued compensation, partially offset by net income, non-cash adjustments
of $0.7 million and decreases in accounts receivable and prepaid expenses and
other current assets.

Investing Activities

During the year ended December 31, 2020, our net cash used in investing activities was $1.1 million as a result of maturities of investments, purchases of investments and purchases of property and equipment.

During the year ended December 31, 2019, our net cash provided by investing activities was $8.0 million as a result of sales and maturities of investments, purchases of investments and purchases of property and equipment.

Financing Activities

During the year ended December 31, 2020, our net cash provided by financing activities was $0.2 million, as a result of proceeds from the issuance of common stock under employee stock purchase plan and from the exercise of stock options.




                                       4


During the year ended December 31, 2019, our net cash used in financing activities was $19.0 million, as a result of a dividend payment and proceeds from the issuance of common stock under employee stock purchase plans.

Working Capital and Capital Expenditure Requirements



At December 31, 2020, we had stockholders' equity of $34.4 million and working
capital of $33.7 million. We believe that our cash and cash equivalents balances
and our ongoing cash flow from operations will be sufficient to satisfy our cash
requirements for at least the next 12 months.

If we require additional capital resources to grow our business internally or to
acquire complementary technologies and businesses at any time in the future, we
may seek to sell additional equity or debt securities. The sale of additional
equity could result in more dilution to our stockholders.

Recent Accounting Pronouncements


See Note 1 - Organization and Summary of Significant Accounting Policies to the
consolidated financial statements included in Part II, Item 8 of this Amendment
for a summary of new accounting standards.

Critical Accounting Policies and Estimates



In preparing our consolidated financial statements in conformity with accounting
principles generally accepted in the United States, management must undertake
decisions that impact the reported amounts and related disclosures. Such
decisions include the selection of the appropriate accounting principles to be
applied and assumptions upon which accounting estimates are based. Management
applies its best judgment based on its understanding and analysis of the
relevant circumstances to reach these decisions. By their nature, these
judgments are subject to an inherent degree of uncertainty. Accordingly, actual
results may vary significantly from the estimates we have applied.

Please refer to Note 1 of the notes to the consolidated financial statements in
this Amendment for a complete description of our critical accounting policies
and estimates.

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