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 ~~September 30, 2020~~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 ~~October~~April 23, ~~2020, 96,595,951~~2021, 97,348,525 shares of common stock of ServiceSource International, Inc. were outstanding.

Table of Contents

TABLE OF CONTENTS

Table of Contents

Item 1. Financial Statements (unaudited)


ServiceSource International, Inc.	ServiceSource International, Inc.					ServiceSource International, Inc.
Consolidated Balance Sheets	Consolidated Balance Sheets					Consolidated Balance Sheets
(in thousands, except per share and par value amounts)	(in thousands, except per share and par value amounts)					(in thousands, except per share and par value amounts)
(unaudited)	(unaudited)					(unaudited)
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	39,180	$	27,089	Cash and cash equivalents	$	34,171	$	34,006
Accounts receivable, net	Accounts receivable, net	33,366		41,754		Accounts receivable, net	34,578		38,890
Prepaid expenses and other	Prepaid expenses and other	6,914		7,296		Prepaid expenses and other	10,876		9,275
Total current assets	Total current assets	79,460		76,139		Total current assets	79,625		82,171

Property and equipment, net	Property and equipment, net	31,319		36,149		Property and equipment, net	26,998		29,948
ROU assets	ROU assets	31,733		36,396		ROU assets	27,515		29,798
Contract acquisition costs	Contract acquisition costs	995		1,602		Contract acquisition costs	757		872
Goodwill	Goodwill	6,334		6,334		Goodwill	6,334		6,334
Other assets	Other assets	3,983		4,844		Other assets	3,580		3,490
Total assets	Total assets	$	153,824	$	161,464	Total assets	$	144,809	$	152,613

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	993	$	4,392	Accounts payable	$	5,151	$	1,204
Accrued expenses	Accrued expenses	2,411		3,366		Accrued expenses	2,728		3,217
Accrued compensation and benefits	Accrued compensation and benefits	17,754		16,700		Accrued compensation and benefits	15,313		18,342
Revolver	Revolver	15,000		0		Revolver	15,000		15,000
Operating lease liabilities	Operating lease liabilities	10,741		9,652		Operating lease liabilities	10,365		10,797
Other current liabilities	Other current liabilities	1,085		2,218		Other current liabilities	827		1,209
Total current liabilities	Total current liabilities	47,984		36,328		Total current liabilities	49,384		49,769

Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	28,129		33,716		Operating lease liabilities, net of current portion	23,739		25,975
Other long-term liabilities	Other long-term liabilities	2,313		2,983		Other long-term liabilities	2,302		1,593
Total liabilities	Total liabilities	78,426		73,027		Total liabilities	75,425		77,337

Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)	0		0

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.0001 par value; 20,000 shares authorized and NaN issued and outstanding	Preferred stock, $0.0001 par value; 20,000 shares authorized and NaN issued and outstanding	0		0		Preferred stock, $0.0001 par value; 20,000 shares authorized and NaN issued and outstanding	0		0
Common stock; $0.0001 par value; 1,000,000 shares authorized; 96,684 shares issued and 96,563 shares outstanding as of September 30, 2020; 94,972 shares issued and 94,851 shares outstanding as of December 31, 2019		10		9
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						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	Treasury stock	(441)		(441)		Treasury stock	(441)		(441)
Additional paid-in capital	Additional paid-in capital	378,309		374,525		Additional paid-in capital	382,314		379,696
Accumulated deficit	Accumulated deficit	(302,943)		(286,066)		Accumulated deficit	(313,442)		(304,607)
Accumulated other comprehensive income	Accumulated other comprehensive income	463		410		Accumulated other comprehensive income	943		618
Total stockholders’ equity	Total stockholders’ equity	75,398		88,437		Total stockholders’ equity	69,384		75,276
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	153,824	$	161,464	Total liabilities and stockholders’ equity	$	144,809	$	152,613

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

Table of Contents


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

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net revenue	Net revenue	$	45,790	$	53,395	$	143,542	$	161,264	Net revenue		$	45,023	$	50,114
Cost of revenue	Cost of revenue	33,210		37,871		103,415		115,696		Cost of revenue		34,067		35,560
Gross profit	Gross profit	12,580		15,524		40,127		45,568		Gross profit		10,956		14,554
Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	5,638		7,499		19,048		22,934		Sales and marketing		4,030		7,268
Research and development	Research and development	1,489		1,165		4,186		3,702		Research and development		1,160		1,181
General and administrative	General and administrative	10,537		10,129		31,844		32,081		General and administrative		12,190		10,688
Restructuring and other related costs	Restructuring and other related costs	0		630		703		1,836		Restructuring and other related costs		920		467
Total operating expenses	Total operating expenses	17,664		19,423		55,781		60,553		Total operating expenses		18,300		19,604
Loss from operations	Loss from operations	(5,084)		(3,899)		(15,654)		(14,985)		Loss from operations		(7,344)		(5,050)
Interest and other expense, net	Interest and other expense, net	(500)		(419)		(1,050)		(967)		Interest and other expense, net		(1,160)		(874)

Loss before provision for income taxes	Loss before provision for income taxes	(5,584)		(4,318)		(16,704)		(15,952)		Loss before provision for income taxes		(8,504)		(5,924)
Provision for income tax benefit (expense)		6		(119)		(173)		(239)
Provision for income tax expense										Provision for income tax expense		(331)		(18)
Net loss	Net loss	$	(5,578)	$	(4,437)	$	(16,877)	$	(16,191)	Net loss		$	(8,835)	$	(5,942)
Net loss per common share:	Net loss per common share:									Net loss per common share:
Basic and diluted	Basic and diluted	$	(0.06)	$	(0.05)	$	(0.18)	$	(0.17)	Basic and diluted		$	(0.09)	$	(0.06)
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic and diluted	Basic and diluted	95,963		94,228		95,437		93,637		Basic and diluted		97,234		94,968

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

Table of Contents


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

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net loss	Net loss	$	(5,578)	$	(4,437)	$	(16,877)	$	(16,191)	Net loss		$	(8,835)	$	(5,942)
Other comprehensive income (loss)
Other comprehensive income										Other comprehensive income

Foreign currency translation adjustments	Foreign currency translation adjustments	102		73		53		(111)		Foreign currency translation adjustments		325		498
Other comprehensive income (loss)		102		73		53		(111)
Other comprehensive income										Other comprehensive income		325		498
Comprehensive loss	Comprehensive loss	$	(5,476)	$	(4,364)	$	(16,824)	$	(16,302)	Comprehensive loss		$	(8,510)	$	(5,444)

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

Table of Contents


ServiceSource International, Inc.	ServiceSource International, Inc.															ServiceSource International, Inc.
Consolidated Statements of Stockholders' Equity	Consolidated Statements of Stockholders' Equity															Consolidated Statements of Stockholders' Equity
(in thousands)	(in thousands)															(in thousands)
(unaudited)	(unaudited)															(unaudited)

		Common Stock			Treasury Shares/Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total			Common Stock			Treasury Shares/Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
		Shares	Amount		Shares	Amount											Shares	Amount		Shares	Amount
Balance at January 1, 2020		94,972	$	9	(121)	$	(441)	$	374,525	$	(286,066)	$	410	$	88,437
Balance at January 1, 2021																Balance at January 1, 2021	97,248	$	10	(121)	$	(441)	$	379,696	$	(304,607)	$	618	$	75,276
Net loss	Net loss	—	—		—	—		—		(5,942)		—		(5,942)		Net loss	—	—		—	—		—		(8,835)		—		(8,835)
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		498		498		Other comprehensive income	—	—		—	—		—		—		325		325
Stock-based compensation	Stock-based compensation	—	—		—	—		1,066		—		—		1,066		Stock-based compensation	—	—		—	—		2,486		—		—		2,486
Issuance of common stock, RSUs	Issuance of common stock, RSUs	178	1		—	—		(1)		—		—		0		Issuance of common stock, RSUs	73	—		—	—		—		—		—		—
Proceeds from the exercise of stock options and ESPP	Proceeds from the exercise of stock options and ESPP	112	—		—	—		76		—		—		76		Proceeds from the exercise of stock options and ESPP	149	—		—	—		132		—		—		132

Balance at March 31, 2020		95,262	$	10	(121)	$	(441)	$	375,666	$	(292,008)	$	908	$	84,135
Net loss		—	—		—	—		—		(5,357)		—		(5,357)
Other comprehensive loss		—	—		—	—		—		—		(547)		(547)
Stock-based compensation		—	—		—	—		1,278		—		—		1,278
Issuance of common stock, RSUs		438	—		—	—		—		—		—		0

Balance at June 30, 2020		95,700	$	10	(121)	$	(441)	$	376,944	$	(297,365)	$	361	$	79,509
Net loss		—	—		—	—		—		(5,578)		—		(5,578)
Other comprehensive income		—	—		—	—		—		—		102		102
Stock-based compensation		—	—		—	—		1,282		—		—		1,282
Issuance of common stock, RSUs		877	—		—	—		—		—		—		0
Proceeds from the exercise of stock options and ESPP		107	—		—	—		83		—		—		83

Balance at September 30, 2020		96,684	$	10	(121)	$	(441)	$	378,309	$	(302,943)	$	463	$	75,398
Balance at March 31, 2021																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			Common Stock			Treasury Shares/Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
		Shares	Amount		Shares	Amount											Shares	Amount		Shares	Amount
Balance at January 1, 2019		92,895	$	9	(121)	$	(441)	$	369,246	$	(267,383)	$	402	$	101,833
Balance at January 1, 2020																Balance at January 1, 2020	94,972	$	9	(121)	$	(441)	$	374,525	$	(286,066)	$	410	$	88,437
Net loss	Net loss	—	—		—	—		—		(5,719)		—		(5,719)		Net loss	—	—		—	—		—		(5,942)		—		(5,942)
Other comprehensive income	Other comprehensive income	—	—		—	—		—		—		76		76		Other comprehensive income	—	—		—	—		—		—		498		498
Stock-based compensation	Stock-based compensation	—	—		—	—		1,564		—		—		1,564		Stock-based compensation	—	—		—	—		1,066		—		—		1,066
Issuance of common stock, RSUs	Issuance of common stock, RSUs	229	—		—	—		—		—		—		0		Issuance of common stock, RSUs	178	1		—	—		(1)		—		—		0
Proceeds from the exercise of stock options and ESPP	Proceeds from the exercise of stock options and ESPP	139	—		—	—		141		—		—		141		Proceeds from the exercise of stock options and ESPP	112	—		—	—		76		—		—		76

Balance at March 31, 2019		93,263	$	9	(121)	$	(441)	$	370,951	$	(273,102)	$	478	$	97,895
Net loss		—	—		—	—		—		(6,035)		—		(6,035)
Other comprehensive loss		—	—		—	—		—		—		(260)		(260)
Stock-based compensation		—	—		—	—		1,269		—		—		1,269
Issuance of common stock, RSUs		947	—		—	—		—		—		—		0

Net cash paid for payroll taxes on restricted stock unit releases		—	—		—	—		(19)		—		—		(19)
Balance at June 30, 2019		94,210	$	9	(121)	$	(441)	$	372,201	$	(279,137)	$	218	$	92,850
Net loss		—	—		—	—		—		(4,437)		—		(4,437)
Other comprehensive income		—	—		—	—		—		—		73		73
Stock-based compensation		—	—		—	—		1,203		—		—		1,203
Issuance of common stock, RSUs		265	—		—	—		—		—		—		0
Proceeds from the exercise of stock options and employee stock purchase plan		124	—		—	—		82		—		—		82

Balance at September 30, 2019		94,599	$	9	(121)	$	(441)	$	373,486	$	(283,574)	$	291	$	89,771
Balance at March 31, 2020																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.

Table of Contents


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

		For the Nine Months Ended September 30,				For the Three Months Ended March 31,
		2020		2019				2021		2020
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net loss	Net loss	$	(16,877)	$	(16,191)		Net loss	$	(8,835)	$	(5,942)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:							Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	10,331		10,158			Depreciation and amortization	3,657		3,396
Amortization of contract acquisition costs	Amortization of contract acquisition costs	798		1,239			Amortization of contract acquisition costs	167		279

Amortization of ROU assets	Amortization of ROU assets	7,255		7,222			Amortization of ROU assets	2,391		2,313
Stock-based compensation	Stock-based compensation	3,586		3,985			Stock-based compensation	2,475		1,045
Restructuring and other related costs	Restructuring and other related costs	633		1,785			Restructuring and other related costs	902		431

Other	Other	54		(200)			Other	265		18
Net changes in operating assets and liabilities:	Net changes in operating assets and liabilities:						Net changes in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	8,544		10,238			Accounts receivable, net	4,131		(1,722)
Prepaid expenses and other assets	Prepaid expenses and other assets	1,226		507			Prepaid expenses and other assets	(2,099)		1,323
Contract acquisition costs	Contract acquisition costs	(195)		(362)			Contract acquisition costs	(51)		9
Accounts payable	Accounts payable	(3,597)		(365)			Accounts payable	3,952		(3,253)
Accrued compensation and benefits	Accrued compensation and benefits	317		(1)			Accrued compensation and benefits	(3,673)		(1,210)
Operating lease liabilities	Operating lease liabilities	(7,299)		(6,949)			Operating lease liabilities	(2,738)		(1,838)
Accrued expenses	Accrued expenses	(831)		316			Accrued expenses	(511)		223
Other liabilities	Other liabilities	(1,081)		(4,144)			Other liabilities	504		(741)
Net cash provided by operating activities		2,864		7,238
Net cash provided by (used in) operating activities							Net cash provided by (used in) operating activities	537		(5,669)
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Purchases of property and equipment	Purchases of property and equipment	(5,124)		(9,243)			Purchases of property and equipment	(1,019)		(1,557)

Net cash used in investing activities	Net cash used in investing activities	(5,124)		(9,243)			Net cash used in investing activities	(1,019)		(1,557)
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Repayment on finance lease obligations	Repayment on finance lease obligations	(730)		(666)			Repayment on finance lease obligations	(161)		(238)

Proceeds from Revolver	Proceeds from Revolver	27,000		0			Proceeds from Revolver	0		27,000
Repayment of Revolver		(12,000)		0

Proceeds from issuance of common stock	Proceeds from issuance of common stock	159		223			Proceeds from issuance of common stock	132		76
Payments related to minimum tax withholdings on RSU releases		0		(19)
Net cash provided by (used in) financing activities		14,429		(462)

Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(29)		26,838
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash	(52)		125			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	Net change in cash and cash equivalents and restricted cash	12,117		(2,342)			Net change in cash and cash equivalents and restricted cash	139		20,092
Cash and cash equivalents and restricted cash, beginning of period	Cash and cash equivalents and restricted cash, beginning of period	29,383		27,779			Cash and cash equivalents and restricted cash, beginning of period	36,326		29,383
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	41,500	$	25,437		Cash and cash equivalents and restricted cash, end of period	$	36,465	$	49,475
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:						Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	408	$	203		Cash paid for interest	$	105	$	55

Supplemental disclosures of non-cash activities:	Supplemental disclosures of non-cash activities:						Supplemental disclosures of non-cash activities:
Purchases of property and equipment accrued in accounts payable and accrued expenses	Purchases of property and equipment accrued in accounts payable and accrued expenses	$	203	$	1		Purchases of property and equipment accrued in accounts payable and accrued expenses	$	9	$	10
ROU assets obtained in exchange for new lease liabilities	ROU assets obtained in exchange for new lease liabilities	$	2,271	$	19,603		ROU assets obtained in exchange for new lease liabilities	$	618	$	204

Increase in operating lease liabilities related to the adoption of ASC 842		$	0	$	32,104
Increase in ROU assets related to the adoption of ASC 842		$	0	$	29,526
Decrease in prepaids and other assets related to the adoption of ASC 842		$	0	$	(749)
Decrease in other liabilities related to the adoption of ASC 842		$	0	$	(3,327)

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

Table of Contents

ServiceSource International, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1 — The Company

ServiceSource is a leading provider of BPaaS ~~(business process-as-a-service)~~ 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”,~~“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, ~~2019~~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, ~~2019~~2020 filed with the SEC on February ~~19, 2020.~~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, ~~2019,~~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.

~~Reclassifications~~Cash Equivalents and Restricted Cash

~~Certain items~~The Company follows a three-tier fair value hierarchy, which is described in detail in the Company's Annual Report on ~~the Consolidated Statements of Cash Flows~~Form 10-K for the ~~nine~~year ended December 31, 2020.

Cash equivalents consist of highly liquid investments with original maturities of three months ~~ended September 30, 2019 have been reclassified~~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 ~~conform to the current year presentation. These reclassifications did not affect~~secure letters of credit in connection with 2 of our leased facilities. Restricted cash is recorded within "Other assets" in the Consolidated Balance Sheets ~~Consolidated Statements~~and is classified as a Level 1 investment. The Company had restricted cash of ~~Operations, Consolidated Statements~~$2.3 million as of ~~Comprehensive Loss or Consolidated Statements of Stockholders' Equity.~~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 ~~a grant~~various grants from the Singapore government, ~~pursuant to its~~including the Job Support Scheme, which assists enterprises in retaining their local employees during the COVID-19 pandemic. ServiceSource received ~~approximately $0.5~~$1.3 million ~~and $0.9 million from the grant~~related to these grants during the ~~three and nine months~~year ended ~~September 30,~~December 31, 2020 and is expected to receive an additional ~~$0.4~~$0.2 million through ~~July~~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.

~~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. Based on our current analysis, the Company does not expect the adoption to have a material impact on the Consolidated Financial Statements. The Company will adopt this standard effective January 1, 2021.

Note 3 ~~— Fair Value of Financial Instruments~~

~~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, 2019.~~

~~The following table presents the Company's cash and cash equivalents and restricted cash by significant investment category measured at fair value:~~

September 30, 2020 December 31, 2019
(in thousands)
Level 1:
Cash $ 10,761 $ 9,142
Money market mutual funds 28,419 17,947
Cash and cash equivalents $ 39,180 $ 27,089
Restricted cash $ 2,320 $ 2,294

The Company did not have any other financial instruments or debt measured at fair value as of September 30, 2020 and December 31, 2019. There were no transfers between levels during the nine months ended September 30, 2020 and 2019.

~~Note 4~~ — Debt

Revolving Line of Credit

In July 2018, the Company entered into a $40.0 million Revolver that allows it and the other ~~Borrowers~~Borrower named therein to borrow against ~~its~~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 ~~September 30, 2020,~~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 ~~2.15%~~2.11% maturing ~~October 2020.~~April 2021. An additional ~~$14.0~~$14.7 million was available for borrowing under the Revolver as of ~~September 30, 2020.~~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 ~~Company's~~ borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.

Subsequent to ~~September 30, 2020,~~March 31, 2021, the one-month $15.0 million Eurodollar borrowing was extended at an effective interest rate of approximately ~~2.15%~~2.11% maturing ~~November 2020.~~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 ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

~~Deferred Debt Issuance Costs and~~ Interest Expense

~~Unamortized debt issuance costs related to the Revolver were $0.1 million as of September 30, 2020 and December 31, 2019.~~

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 ~~$0.04~~$0.1 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively and $0.4 million and $0.1 million for the nine months ended September 30, 2020 and 2019,~~ respectively.

Note 54 — 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 ~~to eight years~~ year after lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

During ~~2020,~~2021, the Company entered into a ~~22 month~~ sublease agreement through the end of the original lease term with a ~~third-party~~third party for ~~one floor~~two floors of its Manila office space ~~through October 2021, extended its lease for two of its five floors in the Kuala Lumpur office space through December 2023,~~ and extended its lease for ~~one~~a portion of its ~~three floors in the Sofia~~Yokohama office space through ~~February 2026. The Company recognizes rent expense and sublease income on a straight-line basis over the lease period and accrues for rent expense and sublease income incurred but not paid.~~May 2024.

Supplemental income statement information related to leases was as follows:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)
Operating lease cost	Operating lease cost	$	3,090	$	2,897	$	9,121	$	8,894	Operating lease cost		$	2,941	$	3,107

Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of leased assets	Amortization of leased assets	213		164		564		486		Amortization of leased assets		159		188
Interest on lease liabilities	Interest on lease liabilities	19		41		75		127		Interest on lease liabilities		11		31
Total finance lease cost	Total finance lease cost	232		205		639		613		Total finance lease cost		170		219

Sublease income	Sublease income	(905)		(602)		(2,692)		(1,538)		Sublease income		(1,098)		(892)
Net lease cost	Net lease cost	$	2,417	$	2,500	$	7,068	$	7,969	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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~~Supplemental balance sheet information related to leases was as follows:~~

September 30, 2020 December 31, 2019
(in thousands)
Operating leases:
ROU assets $ 31,733 $ 36,396
Operating lease liabilities $ 10,741 $ 9,652
Operating lease liabilities, net of current portion 28,129 33,716
Total operating lease liabilities $ 38,870 $ 43,368
Finance leases:
Property and equipment $ 2,858 $ 3,480
Accumulated depreciation (1,766) (1,823)
Property and equipment, net $ 1,092 $ 1,657
Other current liabilities $ 707 $ 952
Other long-term liabilities 186 671
Total finance lease liabilities $ 893 $ 1,623

Lease term and discount rate information was as follows:


		For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019			2021		2020
Weighted-average remaining lease term (in years):	Weighted-average remaining lease term (in years):					Weighted-average remaining lease term (in years):
Operating lease	Operating lease	5.7		5.9		Operating lease	5.6		5.9
Finance lease	Finance lease	1.2		2.0		Finance lease	0.8		1.6
Weighted-average discount rate:	Weighted-average discount rate:					Weighted-average discount rate:
Operating lease	Operating lease	6.2	%	6.5	%	Operating lease	6.2	%	6.4	%
Finance lease	Finance lease	7.0	%	8.1	%	Finance lease	6.5	%	7.8	%

Maturities of lease liabilities were as follows as of ~~September 30, 2020:~~March 31, 2021:


		Operating Leases		Operating Sublease		Finance Leases		Total			Operating Leases		Operating Sublease		Finance Leases		Total

		(in thousands)									(in thousands)
Remainder of 2020		$	3,442	$	(919)	$	235	$	2,758
2021		12,594		(3,552)		633		9,675
Remainder of 2021										Remainder of 2021	$	9,584	$	(3,789)	$	461	$	6,256
2022	2022	9,168		(2,538)		64		6,694		2022	9,406		(2,538)		64		6,932
2023	2023	4,221		(623)		0		3,598		2023	4,434		(623)		0		3,811
2024	2024	2,928		0		0		2,928		2024	3,020		0		0		3,020
2025										2025	2,970		0		0		2,970
Thereafter	Thereafter	14,243		0		0		14,243		Thereafter	11,281		0		0		11,281
Total lease payments	Total lease payments	46,596		(7,632)		932		39,896		Total lease payments	40,695		(6,950)		525		34,270
Less: interest	Less: interest	(7,690)		—		(39)		(7,729)		Less: interest	(6,591)		—		(15)		(6,606)
Less: tenant improvement reimbursements(1)		(36)		—		0		(36)
Total	Total	$	38,870	$	(7,632)	$	893	$	32,131	Total	$	34,104	$	(6,950)	$	510	$	27,664

~~(1)~~ ~~Relates to tenant improvement reimbursements incurred by the Company after lease commencement, but not received from the landlord as of September 30, 2020.~~

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Note 65 — Revenue Recognition

The following tables present the disaggregation of revenue from contracts with our clients:

Revenue by Performance Obligation


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)

Selling services	Selling services	$	44,840	$	52,663	$	140,558	$	159,707	Selling services		$	44,328	$	49,173
Professional services	Professional services	950		732		2,984		1,557		Professional services		695		941

Total revenue	Total revenue	$	45,790	$	53,395	$	143,542	$	161,264	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 September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)

NALA	NALA	$	27,204	$	32,153	$	83,235	$	94,949	NALA		$	25,334	$	28,473
EMEA	EMEA	11,984		12,918		38,837		39,972		EMEA		12,769		14,007
APJ	APJ	6,602		8,324		21,470		26,343		APJ		6,920		7,634
Total revenue	Total revenue	$	45,790	$	53,395	$	143,542	$	161,264	Total revenue		$	45,023	$	50,114

Revenue by Contract Pricing


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)

Variable consideration	Variable consideration	$	33,188	$	37,577	$	103,367	$	106,889	Variable consideration		$	33,211	$	36,366
Fixed consideration	Fixed consideration	12,602		15,818		40,175		54,375		Fixed consideration		11,812		13,748
Total revenue	Total revenue	$	45,790	$	53,395	$	143,542	$	161,264	Total revenue		$	45,023	$	50,114

Contract Balances

As of ~~September 30, 2020~~March 31, 2021, contract assets and liabilities were $0.0 million and $0.2 million, respectively. As of December 31, ~~2019,~~2020, contract ~~asset balances~~assets and liabilities were ~~insignificant and as of September 30, 2020 and December 31, 2019, contract liability balances totaled $0.3~~$0.5 million and ~~$0.8~~$0.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

As of ~~September 30, 2020,~~March 31, 2021, assuming none of the Company’s current contracts with fixed consideration are renewed, the Company estimates receiving approximately ~~$40.3~~$29.5 million in future selling services fixed consideration and approximately ~~$0.5~~$0.2 million in professional services fixed consideration.

Contract Acquisition Costs

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, capitalized contract acquisition costs were ~~$1.0~~$0.8 million and ~~$1.6~~$0.9 million, respectively. The Company recorded amortization expense related to capitalized contract acquisition costs of ~~$0.3 million and $0.4~~$0.2 million for the three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, respectively, and $0.8 million and $1.2 million for the nine months ended September 30, 2020 and 2019, respectively.~~2020.

Impairment recognized on contract costs was insignificant for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

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Note 76 — Stock-Based Compensation

~~2020 Equity Incentive Plan~~ESPP

The 2020 Plan was approved by the Company’s stockholders on May 14, 2020 and expires March 4, 2025. The 2020 Plan provides for a reserve of 6,200,000 shares of the Company's common stock that may be issued pursuant to awards under the 2020 Plan. Permitted awards include, but are not limited to, options, stock appreciation rights, restricted stock units, performance stock units and other cash and stock-based awards.Company previously offered an ESPP until its expiration in February 2021.

On May 14, 2020, following the approval of the 2020 Plan, the Company’s board of directors terminated the 2011 Plan with the effect that no additional awards may be issued under the 2011 Plan and all outstanding awards under the 2011 Plan shall continue on and be unaffected by the termination of the 2011 Plan.

~~2020~~2021 PSU Awards

During ~~May 2020 and prior to expiration of the 2011 Plan,~~March 2021, the Company granted PSUs under the 2020 Plan to certain executives ~~under~~in which the ~~2011 Plan.~~number of shares ultimately received depends on the Company's achievement of 2 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 ~~0.9 million, with~~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 ~~ranges~~will range from 0% to ~~150%~~173% of the participant's target award ~~depending on the Company's achievement of specified Adjusted EBITDA and net bookings targets over a two-year performance period~~ 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 September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)
Cost of revenue	Cost of revenue	$	110	$	126	$	245	$	414	Cost of revenue		$	130	$	45
Sales and marketing	Sales and marketing	200		518		1,021		1,390		Sales and marketing		191		377
Research and development	Research and development	14		12		33		24		Research and development		15		18
General and administrative	General and administrative	942		523		2,287		2,157		General and administrative		2,139		605

Total stock-based compensation	Total stock-based compensation	$	1,266	$	1,179	$	3,586	$	3,985	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 ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~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, 2019 4,146 $ 2.16 $ 1,580
Granted 20 $ 1.32
Expired and/or forfeited (609) $ 3.13
Outstanding as of September 30, 2020 3,557 $ 1.99 7.08 $ 866
Exercisable as of September 30, 2020 2,470 $ 2.33 6.50 $ 501


	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

~~The weighted-average fair value of options granted during the nine months ended September 30, 2020 and 2019 was $0.63 and $0.47, respectively.~~ As of ~~September 30, 2020,~~March 31, 2021, there was ~~$0.6~~$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 ~~1.9~~1.5 years.

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


		Units	Weighted-Average Grant Date Fair Value			Units	Weighted-Average Grant Date Fair Value
		(in thousands)				(in thousands)
Non-vested as of December 31, 2019		5,305	$	1.88
Non-vested as of December 31, 2020					Non-vested as of December 31, 2020	7,015	$	1.55
Granted	Granted	5,602	$	1.43	Granted	1,957	$	1.59
Vested	Vested	(1,493)	$	2.09	Vested	(73)	$	1.98
Forfeited	Forfeited	(1,180)	$	1.86	Forfeited	(940)	$	1.69
Non-vested as of September 30, 2020		8,234	$	1.54
Non-vested as of March 31, 2021					Non-vested as of March 31, 2021	7,959	$	1.54

As of ~~September 30, 2020,~~March 31, 2021, there was ~~$10.3~~$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 ~~2.2~~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, and shares to be purchased under our ESPP.~~PSUs. The Company excluded from diluted earnings per share the weighted-average common share equivalents related to ~~3.2~~1.2 million and ~~7.9~~4.2 million shares for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and 4.1 million and 8.4 million shares for the nine months ended September 30, 2020 and 2019,~~ respectively, because their effect would have been anti-dilutive.

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Note 87 — 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"~~expenses," "Accrued compensation," and "Other long-term liabilities" in the Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

During ~~2019,~~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 ~~$0.7 million for the nine months ended September 30, 2020 and $0.6 million and $1.8~~$0.9 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively. As of September 30, 2020, the Company does not expect~~March 31, 2021 and expects to incur approximately $0.1 million in additional ~~restructuring charges related to the 2019 restructuring.~~costs through 2021.

The following table presents a reconciliation of the beginning and ending fair value liability balance related to the ~~2019~~2020 restructuring effort:

Severance and Other Employee Costs Lease Termination Costs Total
(in thousands)
Balance as of January 1, 2019 $ 0 $ 0 $ 0
Restructuring and other related costs 1,806 123 1,929
Cash paid (1,624) (123) (1,747)
Balance as of December 31, 2019 182 0 182
Restructuring and other related costs 703 — 703
Cash paid (866) 0 (866)
Change in estimates and non-cash charges (19) 0 (19)
Balance as of September 30, 2020 $ 0 $ 0 $ 0

In May 2017, the Company announced a restructuring effort resulting in a headcount reduction and the reduction of office space in 4 locations. As of September 30, 2020, the Company does not expect to incur additional restructuring charges related to the May 2017 restructuring.

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~~The following table presents a reconciliation of the beginning and ending fair value liability balance related to the May 2017 restructuring effort:~~

Severance and Other Employee Costs Lease and Other Contract Termination Costs Asset Impairments Total
(in thousands)
Balance as of January 1, 2017 $ 0 $ 0 $ 0 $ 0
Restructuring and other related costs 3,483 2,939 886 7,308
Cash paid (3,060) (1,185) 0 (4,245)
Change in estimates and non-cash charges 0 0 (886) (886)
Acceleration of stock-based compensation expense in additional paid-in capital (352) 0 0 (352)
Balance as of December 31, 2017 71 1,754 0 1,825
Restructuring and other related costs 120 89 0 209
Cash paid (188) (1,133) 0 (1,321)
Change in estimates and non-cash charges (3) 252 0 249
Balance as of December 31, 2018 0 962 0 962
Cash paid 0 (183) 0 (183)
Change in estimates and non-cash charges 0 (63) 0 (63)
Balance as of December 31, 2019 0 716 0 716
Cash paid 0 (133) 0 (133)
Change in estimates and non-cash charges 0 (51) 0 (51)
Balance as of September 30, 2020 $ 0 $ 532 $ 0 $ 532


	Severance and Other Employee Costs		Lease Termination Costs		Total

	(in thousands)
Balance as of January 1, 2020	$	0	$	0	$	0
Restructuring and other related costs	780		59		839
Cash paid	(442)		0		(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 98 — 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 ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, none~~2020, NaN 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 ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ interest and penalties recognized were insignificant.

Note 109 — Commitments and Contingencies

Letters of Credit

In connection with 2 of our leased facilities, the Company is required to maintain 2 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:


		September 30, 2020			March 31, 2021
		(in thousands)			(in thousands)
Remainder of 2020		$	2,359
2021		10,385
Remainder of 2021				Remainder of 2021	$	10,308
2022	2022	9,152		2022	10,266
2023	2023	7,446		2023	8,183
2024	2024	821		2024	828

Thereafter	Thereafter	0		Thereafter	0
Total	Total	$	30,163	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",~~"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, ~~2019~~2020 filed with the SEC on February ~~19, 2020~~24, 2021 entitled “Forward Looking Statements” and “Risk Factors”~~, in the section of our Quarterly Report on Form 10-Q for the period ended March 31, 2020 filed with the SEC on April 30, 2020 entitled “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

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.

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 ~~which~~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 ~~September 30, 2020,~~March 31, 2021, we had total available liquidity of ~~$53.2~~$48.9 million consisting of cash on hand and availability under our Revolver. See "Liquidity and Capital Resources" for additional information.

~~Although there~~There was no material adverse impact on the results of operations for the three ~~and nine~~ months ended ~~September 30, 2020 resulting from COVID-19, the full impact~~March 31, 2021 as a result of the pandemic remains to be seen. By way of example, we have seen some instances of delays in responsiveness from our clients’ customers and end users on making purchasing or renewal decisions and customer payments, but on the other hand, we have seen some clients experience heightened levels of demand for their products and services.COVID-19 pandemic. We ~~have incurred and~~ expect to continue to ~~incur costs directly related to the COVID-19 pandemic such as costs for enhanced cleaning of our facilities, investing~~invest capital to allow our employees to function in our virtual, work-from-home operating ~~model and increased paid time off costs resulting from employees taking less paid time off.~~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 with our virtual-first operating model. We do not currently anticipate that these items will have a material adverse impact on our overall business and financial results.~~

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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 ~~II,~~I, Item 1A ~~- “Risk Factors”~~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 ~~September 30, 2020~~March 31, 2021

•GAAP revenue was ~~$45.8~~$45.0 million compared with ~~$53.4~~$50.1 million reported for the same period in ~~2019.~~2020.

•GAAP net loss was ~~$5.6~~$8.8 million or ~~$0.06~~$0.09 per diluted share, compared with GAAP net loss of ~~$4.4~~$5.9 million or ~~$0.05~~$0.06 per diluted share reported for the same period in ~~2019.~~2020.

•Adjusted EBITDA, a non-GAAP financial measure, was negative $0.2 million compared with positive ~~$1.1~~$0.1 million reported for the same period in ~~2019.~~2020. See “Non-GAAP Financial Measurements” below for a reconciliation of Adjusted EBITDA from net loss.

•Ended the quarter with ~~$41.5~~$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 ~~September 30, 2020~~March 31, 2021 Compared to the Same Period Ended ~~September 30, 2019~~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. ~~Historically, we earned a small percentage of our total revenue from the sale of subscriptions to our cloud-based applications.~~

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 September 30,													For the Three Months Ended March 31,
		2020				2019									2021				2020
		Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change			Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
		(in thousands)				(in thousands)				(in thousands)					(in thousands)				(in thousands)				(in thousands)
Net revenue	Net revenue	$	45,790	100	%	$	53,395	100	%	$	(7,605)	(14)	%	Net revenue	$	45,023	100	%	$	50,114	100	%	$	(5,091)	(10)	%
Cost of revenue	Cost of revenue	33,210		73	%	37,871		71	%	(4,661)		(12)	%	Cost of revenue	34,067		76	%	35,560		71	%	(1,493)		(4)	%
Gross profit	Gross profit	$	12,580	27	%	$	15,524	29	%	$	(2,944)	(19)	%	Gross profit	$	10,956	24	%	$	14,554	29	%	$	(3,598)	(25)	%

Net revenue decreased ~~$7.6~~$5.1 million, or ~~14%~~10%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to client churn and lower bookings.

Cost of revenue decreased ~~$4.7~~$1.5 million, or ~~12%~~4%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to the following:

•$~~3.1~~1.2 million decrease in employee related costs associated with a reduction in headcount ~~the receipt of the Singapore government grant~~ and lower travel and entertainment expenditures;

•$~~1.1 million decrease in information technology costs due to an increase in capitalizable software development costs and lower headcount; and~~

•~~$0.7~~0.8 million decrease in facility ~~related~~ costs primarily related to ~~sublease income,~~ reduced headcount, ~~and~~ transitioning to a virtual-first operating ~~model;~~model, and sublease income; partially offset by

•$~~0.3~~0.6 million increase in depreciation and amortization expense.

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Operating Expenses


		For the Three Months Ended September 30,													For the Three Months Ended March 31,
		2020				2019									2021				2020
		Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change			Amount		% of Net Revenue		Amount		% of Net Revenue		$ Change		% Change
		(in thousands)				(in thousands)				(in thousands)					(in thousands)				(in thousands)				(in thousands)
Operating expenses:	Operating expenses:													Operating expenses:
Sales and marketing	Sales and marketing	$	5,638	12	%	$	7,499	14	%	$	(1,861)	(25)	%	Sales and marketing	$	4,030	9	%	$	7,268	15	%	$	(3,238)	(45)	%
Research and development	Research and development	1,489		3	%	1,165		2	%	324		28	%	Research and development	1,160		3	%	1,181		2	%	(21)		(2)	%
General and administrative	General and administrative	10,537		23	%	10,129		19	%	408		4	%	General and administrative	12,190		27	%	10,688		21	%	1,502		14	%
Restructuring and other related costs	Restructuring and other related costs	—		—	%	630		1	%	(630)		(100)	%	Restructuring and other related costs	920		2	%	467		1	%	453		97	%
Total operating expenses	Total operating expenses	$	17,664	39	%	$	19,423	36	%	$	(1,759)	(9)	%	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, ~~as well as~~and allocated overhead expenses, which consist of depreciation, amortization of internally developed software, and facility and technology costs.

Sales and marketing expenses decreased ~~$1.9~~$3.2 million, or ~~25%~~45%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to a ~~$1.5~~$2.3 million decrease in employee related costs associated with a reduction in headcount, lower bookings, and lower travel and entertainment expenditures, ~~and~~ a ~~$0.2~~$0.8 million decrease in information technology and facility costs related to transitioning to a virtual-first operating ~~model.~~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 ~~increased $0.3 million, or 28%~~decreased 2%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to ~~a $0.5 million reduction in third party capitalizable software development costs, partially offset by a $0.1~~$0.2 million decrease in information technology ~~and facility~~ costs related to transitioning to a virtual-first operating ~~model.~~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 ~~$0.4~~$1.5 million, or 4%14%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to the following:

•$~~0.3~~1.5 million increase ~~due to the settlement of the legal contingency~~ in ~~2019; and~~stock-based compensation costs;

•$~~0.2~~1.0 million increase in ~~professional fees;~~information technology and facility costs due to lower headcount in cost of revenue; partially offset by

•$~~0.1~~0.8 million decrease in ~~information technology support~~employee related costs associated with a reduction in headcount; and ~~other operating costs.~~

•$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 ~~decreased $0.6~~increased $0.5 million, or ~~100%~~97% for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, due to ~~timing of headcount reductions related to~~ the ~~2019~~2020 restructuring effort ~~that resulted~~resulting in a reduction of headcount and office lease ~~costs.~~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 September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Interest expense $ (161) — % $ (91) — % $ (70) (77) %
Other expense, net $ (339) (1) % $ (328) (1) % $ (11) (3) %

* Not considered meaningful.


	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 ~~77%~~95%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to the timing of borrowings on the Company's ~~Revolver during 2020.~~Revolver.

Other expense, net increased 3%$0.2 million, or 26%, for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily due to foreign currency fluctuations.

Provision for Income Tax Expense

For the Three Months Ended September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Provision for income tax benefit (expense) $ 6 — % $ (119) — % $ 125 105 %

Provision for income tax benefit (expense) resulted primarily from profitable jurisdictions where no valuation allowance has been provided. Provision for income tax decreased for the three months ended September 30, 2020 compared to the same period in 2019, due to a decrease in profitable operations in certain foreign jurisdictions.

~~For the Nine Months Ended September 30, 2020 Compared to the Same Period Ended September 30, 2019~~

~~Net Revenue, Cost of Revenue and Gross Profit~~

For the Nine Months Ended September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Net revenue $ 143,542 100 % $ 161,264 100 % $ (17,722) (11) %
Cost of revenue 103,415 72 % 115,696 72 % (12,281) (11) %
Gross profit $ 40,127 28 % $ 45,568 28 % $ (5,441) (12) %

~~Net revenue decreased $17.7 million, or 11%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to client churn and lower bookings.~~

~~Cost of revenue decreased $12.3 million, or 11%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to the following:~~

•$8.7 million decrease in employee related costs associated with a reduction in headcount, the receipt of the Singapore government grant and lower travel and entertainment expenditures, partially offset by increased paid time off costs resulting from employees taking less paid time off during the global pandemic;

•~~$2.6 million decrease in facility related costs primarily related to sublease income, reduced headcount and transitioning to a virtual-first operating model; and~~

•~~$1.8 million decrease in information technology costs due to an increase in capitalizable software development costs and lower headcount; partially offset by~~

•~~$0.9 million increase in depreciation and amortization expense.~~

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~~Operating Expenses~~

For the Nine Months Ended September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Operating expenses:
Sales and marketing $ 19,048 13 % $ 22,934 14 % $ (3,886) (17) %
Research and development 4,186 3 % 3,702 2 % 484 13 %
General and administrative 31,844 22 % 32,081 20 % (237) (1) %
Restructuring and other related costs 703 — % 1,836 1 % (1,133) (62) %
Total operating expenses $ 55,781 39 % $ 60,553 38 % $ (4,772) (8) %

~~Sales and Marketing~~

Sales and marketing expenses decreased $3.9 million, or 17%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to a $3.1 million decrease in employee related costs associated with a reduction in headcount, lower bookings, and lower travel and entertainment expenditures, and a $0.5 million decrease in information technology and facility costs related to sublease income and transitioning to a virtual-first operating model.

~~Research and Development~~

Research and development expenses increased $0.5 million, or 13%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to a $0.9 million reduction in third party capitalizable software development costs, partially offset by a $0.4 million decrease in information technology and facility costs related to sublease income and transitioning to a virtual-first operating model.

~~General and Administrative~~

~~General and administrative expenses decreased $0.2 million, or 1%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to the following:~~

•~~$0.8 million decrease in depreciation and amortization expense;~~

•$0.5 million decrease in employee related costs primarily due to lower travel and entertainment expenditures and recruiting costs, partially offset by merit increases and increased paid time off costs resulting from employees taking less paid time off during the global pandemic; and

•~~$0.1 million decrease in professional fees; partially offset by~~

•~~$0.9 million increase in information technology support and facility costs due to lower headcount in cost of revenue; and~~

•~~$0.3 million increase due to the settlement of the legal contingency in 2019.~~

~~Restructuring and Other Related Costs~~

Restructuring and other related costs decreased $1.1 million, or 62% for the nine months ended September 30, 2020 compared to the same period in 2019, due to decreased costs incurred related to the 2019 restructuring effort that resulted in a reduction of headcount and office lease costs.

~~Interest and Other Expense, Net~~

For the Nine Months Ended September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Interest expense $ (477) — % $ (303) — % $ (174) (57) %
Other expense, net $ (573) — % $ (664) — % $ 91 14 %

~~Interest expense increased $0.2 million, or 57%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to borrowings on the Company’s Revolver during 2020.~~

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~~Other expense, net decreased $0.1 million, or 14%, for the nine months ended September 30, 2020 compared to the same period in 2019, primarily due to foreign currency fluctuations.~~

~~Provision for Income Tax Expense~~

For the Nine Months Ended September 30,
2020 2019
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Provision for income tax expense $ (173) — % $ (239) — % $ 66 28 %


	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 ~~expense decreased~~increased $0.3 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, due to ~~a decrease~~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 ~~and available funds from the Revolver~~ 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, ~~and any delay in customer payments,~~ in our assessment of the sufficiency of our liquidity and capital resources. We will continue to monitor our financial position asto the extent that pandemic-related challenges ~~develop over time.~~continue.

As of ~~September 30, 2020,~~March 31, 2021, we had cash and cash equivalents of ~~$39.2~~$34.2 million, which primarily ~~consisted~~consist of demand deposits and money market mutual funds. Included in cash and cash equivalents was ~~$7.3~~$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 ~~September 30, 2020,~~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 ~~Borrowers~~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 ~~September 30, 2020~~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 ~~2.15%~~2.11% maturing ~~October 2020.~~April 2021. An additional ~~$14.0~~$14.7 million was available for borrowing under the Revolver as of ~~September 30, 2020.~~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 ~~Company's~~ borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.

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Letters of Credit and Restricted Cash

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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Cash Flows

The following table presents a summary of our cash flows:


		For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019			2021		2020

		(in thousands)					(in thousands)
Net cash provided by operating activities		$	2,864	$	7,238
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	$	537	$	(5,669)
Net cash used in investing activities	Net cash used in investing activities	(5,124)		(9,243)		Net cash used in investing activities	(1,019)		(1,557)
Net cash provided by (used in) financing activities		14,429		(462)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(29)		26,838
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash	(52)		125		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	Net change in cash and cash equivalents and restricted cash	$	12,117	$	(2,342)	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 September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020

		(in thousands)									(in thousands)

Internally developed software amortization	Internally developed software amortization	$	1,983	$	1,524	$	5,597	$	4,190	Internally developed software amortization	$	2,192	$	1,765
Property and equipment depreciation	Property and equipment depreciation	1,529		1,640		4,734		5,968		Property and equipment depreciation	1,465		1,631
Total depreciation and amortization	Total depreciation and amortization	$	3,512	$	3,164	$	10,331	$	10,158	Total depreciation and amortization	$	3,657	$	3,396

Operating Activities

Net cash provided by operating activities ~~decreased $4.4~~increased $6.2 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily as a result of ~~decreased revenue and higher~~improved cash ~~payments~~collections from our clients during the current period compared to the prior ~~period related to operating costs accrued for previously.~~period.

Investing Activities

Net cash used in investing activities decreased ~~$4.1~~$0.5 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, due to decreased cash outflows from purchases of property and equipment during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Financing Activities

Net cash provided by financing activities ~~increased $14.9~~decreased $26.9 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, primarily as a result of ~~$15.0~~$27.0 million in net cash inflows from borrowings on the Revolver during the ~~nine~~three months ended ~~September 30,~~March 31, 2020.

Off-Balance Sheet Arrangements

As of ~~September 30, 2020,~~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, ~~2019.~~2020. These policies

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were followed in preparing the Consolidated Financial Statements for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and are consistent with the year ended December 31, ~~2019.~~2020.

Recent Accounting Pronouncements

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

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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 and costs attributable to establishing a litigation reserve.~~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"~~loss" to Adjusted EBITDA:


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020

		(in thousands)										(in thousands)
Net loss	Net loss	$	(5,578)	$	(4,437)	$	(16,877)	$	(16,191)	Net loss		$	(8,835)	$	(5,942)
Provision for income tax (benefit) expense		(6)		119		173		239
Provision for income tax expense										Provision for income tax expense		331		18
Interest and other expense, net	Interest and other expense, net	500		419		1,050		967		Interest and other expense, net		1,160		874
Depreciation and amortization	Depreciation and amortization	3,512		3,164		10,331		10,158		Depreciation and amortization		3,657		3,396
EBITDA	EBITDA	(1,572)		(735)		(5,323)		(4,827)		EBITDA		(3,687)		(1,654)
Stock-based compensation	Stock-based compensation	1,266		1,179		3,586		3,985		Stock-based compensation		2,475		1,045
Restructuring and other related costs	Restructuring and other related costs	—		630		703		1,836		Restructuring and other related costs		920		467
Amortization of contract acquisition asset costs - ASC 606 initial adoption	Amortization of contract acquisition asset costs - ASC 606 initial adoption	134		277		514		789		Amortization of contract acquisition asset costs - ASC 606 initial adoption		84		218
Litigation reserve		—		(256)		—		(256)

Adjusted EBITDA	Adjusted EBITDA	$	(172)	$	1,095	$	(520)	$	1,527	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.

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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 ~~1I,~~I, Item 1A of our annual report on Form 10-K for the year ended December ~~31, 2019 and “Risk Factors” in Part II, Item 1A of our quarterly report on Form 10-Q for the period ended March~~ 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, ~~2019 and our quarterly report on Form 10-Q for the period ended March 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
~~2011 Plan~~			~~2011 Equity Incentive Plan~~
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
~~ASC 842~~			~~Accounting Standards Codification Topic 842, Leases~~
ASU			Accounting Standards Update
B2B			Business-to-business

~~BPaaS~~			~~Business Process-as-a-Service~~
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:	~~October~~April 28, ~~2020~~2021	By:	/s/ ~~RICHARD G. WALKER~~CHAD W. LYNE
			~~Richard G. Walker~~Chad W. Lyne Chief Financial Officer ~~and Director~~ (Principal Financial and Accounting Officer)

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			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			1716

Item 3. Quantitative and Qualitative Disclosures About Market Risk			2421

Item 4. Controls and Procedures			2421

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			2522

Item 1A. Risk Factors			2522

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2522

Item 3. Defaults Upon Senior Securities			2522

Item 4. Mine Safety Disclosures			2522

Item 5. Other Information			2522

Item 6. Exhibits			2623

Glossary of Terms			2724


	Severance and Other Employee Costs		Lease and Other Contract Termination Costs		Asset Impairments		Total

	(in thousands)
Balance as of January 1, 2017	$	0	$	0	$	0	$	0
Restructuring and other related costs	3,483		2,939		886		7,308
Cash paid	(3,060)		(1,185)		0		(4,245)
Change in estimates and non-cash charges	0		0		(886)		(886)
Acceleration of stock-based compensation expense in additional paid-in capital	(352)		0		0		(352)
Balance as of December 31, 2017	71		1,754		0		1,825
Restructuring and other related costs	120		89		0		209
Cash paid	(188)		(1,133)		0		(1,321)
Change in estimates and non-cash charges	(3)		252		0		249
Balance as of December 31, 2018	0		962		0		962

Cash paid	0		(183)		0		(183)
Change in estimates and non-cash charges	0		(63)		0		(63)

Balance as of December 31, 2019	0		716		0		716

Cash paid	0		(133)		0		(133)
Change in estimates and non-cash charges	0		(51)		0		(51)

Balance as of September 30, 2020	$	0	$	532	$	0	$	532