This section and other parts of this Quarterly Report on Form 10-Q may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions regarding our business and future performance. Such forward-looking statements are based on information that involve a number of uncertainties and risks that may cause actual events or results to differ materially from those indicated by such forward-looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "forecasts," "estimates," "seeks," "may result in," "focused on," "continue to," "on-going" and similar expressions often identify forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. We caution and advise readers that these statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein. For a summary of these risks, see the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020.

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.





OVERVIEW



Support.com, Inc. is a leading provider of customer and technical support solutions delivered through its home-based employee model. For more than twenty years, the Company's homesourcing model has produced outstanding results for enterprise clients and consumers. Support.com's proven and secure, cloud-based technology platform is designed and optimized to deliver scalable and flexible solutions from a global, home-based workforce. With this ExpertAnywhere delivery capability, Support.com is positioned to meet client needs through a global network of on-demand, custom-profiled experts. Support.com is at the forefront of a dynamic shift in the modern workplace by providing meaningful, home-based career paths to employees. The Company's transformative homesourcing model is the future of technology-enabled, expert-driven customer support that is better for clients, employees, and the planet.

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





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RECENT DEVELOPMENTS



Merger


As previously disclosed, on March 19, 2021, the Company, Greenidge and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Greenidge.

The Merger is subject to certain closing conditions, including the Stockholder Approval. A special meeting of stockholders of the Company has been scheduled for September 10, 2021 for the purpose of obtaining the Stockholder Approval. Only holders of record of the Company's common stock as of the close of business on July 26, 2021 are entitled to vote at the special meeting. The Company expects the Merger to be completed during the third quarter of 2021.

Since the announcement of the Merger, six complaints have been filed by alleged individual stockholders of the Company against the Company, the individual directors of the Company and, in two of the cases, Greenidge and Merger Sub, in various U.S. federal district courts. See ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED) - Note 3. Commitments and Contingencies - Legal Matters - Merger-Related Litigation. for a brief description of complaints filed against the Company and other parties related to the Merger.





RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 2021 and 2020





REVENUE




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                                             Three Months Ended June 30,
                                    2021         2020       $ Change      % Change
In thousands, except percentages
Services                           $ 7,979     $ 10,606     $  (2,627 )         -25 %
Software and other                     533          428           105            25 %
Total revenue                      $ 8,512     $ 11,034     $  (2,522 )




                                               Six Months Ended June 30,
                                     2021         2020       $ Change      % Change
In thousands, except percentages
Services                           $ 17,117     $ 22,117     $  (5,000 )         -23 %
Software and other                    1,026          866           160            18 %
Total revenue                      $ 18,143     $ 22,983     $  (4,840 )

Services. Service revenue consists primarily of fees for customer support services generated from our partners. We provide these services remotely, generally using service delivery personnel who utilize our proprietary technology to deliver the services. Service revenue also includes licensing of our Support.com Cloud applications.

Service revenue for the three months ended June 30, 2021 decreased by $2.6 million, or 25% from the same period in 2020. This decrease was due to a decline in revenue of $1.1 million resulting from termination of certain services by one of our major customers due to a realignment of the customer's needs, which concluded in the second quarter of 2020. The revenue derived from these services previously provided to this customer was 10% and 14% of the Company's total revenue for the three and six months ended June 30, 2020, respectively. This decrease also was due to a decline in revenue of an additional $1.1 million resulting from termination by this major customer of certain other services due to a further realignment of the customer's needs. The revenue derived from these additional services provided to this customer was 12% and 11% of the Company's total revenue for the three month and six months ended June 30, 2020, respectively. Additionally, this decline also was due to a decline of an additional $1.1 million by this major customer resulting from reduced volume requirements of certain other services. These declines in revenue were partially offset by revenue from a new line of business with this major customer of $0.5 million.

Software and other. Software and other revenue is comprised primarily of fees for end-user software products provided through direct customer downloads, and, to a lesser extent, through the sale of these software products via partners. Software and other revenue for the three and six months ended June 30, 2021 increased by $0.1 million and $0.2 million, or 25% and 18%, respectively, from the same periods in 2020 primarily due to the addition of an artificial intelligence (AI) detection engine.






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COST OF REVENUE



                                             Three Months Ended June 30,
                                    2021        2020       $ Change      % Change
In thousands, except percentages
Cost of services                   $ 5,401     $ 7,136     $  (1,735 )         -24 %
Cost of software and other              91          36            55           153 %
Total cost of revenue              $ 5,492     $ 7,172     $  (1,680 )




                                               Six Months Ended June 30,
                                     2021         2020       $ Change      % Change
In thousands, except percentages
Cost of services                   $ 11,406     $ 14,821     $  (3,415 )         -23 %
Cost of software and other              181           65           116           178 %
Total cost of revenue              $ 11,587     $ 14,886     $  (3,299 )

Cost of services. Cost of services consists primarily of compensation costs and contractor expenses for people providing services, technology and telecommunication expenses related to the delivery of services and other personnel-related expenses in service delivery. The decreases of $1.7 million and $3.4 million, or 24% and 23% in cost of services for the three and six months ended June 30, 2021, respectively, compared to the same periods in 2020 were primarily due to lower personnel expenses due to a decrease in headcount as a result of the decreased business from one of our major customers.

Cost of software and other. Cost of software and other consists primarily of third-party royalty fees for our end-user software products. Certain of these products were developed using third-party research and development resources, and the third party receives royalty payments on sales of products it developed. Software and other costs increased $0.1 million for both the three and six months ended June 30, 2021 as compared to the same periods in prior year due to the addition of an AI detection engine, as well as higher payroll processing fees and hosting costs.





OPERATING EXPENSES



                                             Three Months Ended June 30,
                                    2021        2020        $ Change      % Change
In thousands, except percentages
Engineering and IT                 $   555     $   968     $     (413 )         -43 %
Sales and marketing                    334         517           (183 )         -35 %
General and administrative           2,980       1,904          1,076            57 %
Total operating expenses           $ 3,869     $ 3,389     $      480






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                                              Six Months Ended June 30,
                                    2021        2020        $ Change      % Change
In thousands, except percentages
Engineering and IT                 $ 1,479     $ 2,008     $     (529 )         -26 %
Sales and marketing                    759       1,330           (571 )         -43 %
General and administrative           7,186       3,957          3,229            82 %
Total operating expenses           $ 9,424     $ 7,295     $    2,129

Engineering and IT. Engineering and IT expense consists primarily of compensation costs, third-party consulting expenses and related overhead costs for engineering and IT personnel and are expensed as they are incurred. Engineering and IT costs for the three months ended June 30, 2021 decreased $0.4 million, or 43%, as compared to the same period in 2020 primarily due to lower personnel costs and reduced costs related to contractors and consulting services for direct-to-consumer related projects. Engineering and IT costs for the six months ended June 30, 2021 decreased $0.5 million, or 26%, as compared to the same period in 2020 primarily due to reduced personnel costs as a result of lower headcount and reduced costs related to contractors and consulting services for direct-to-consumer related projects.

Sales and marketing. Sales and marketing expense consists primarily of compensation costs of business development, program management and marketing personnel, as well as expenses for lead generation and promotional activities, including public relations, website design, advertising and marketing. Sales and marketing costs for the three months ended June 30, 2021 decreased $0.2 million, or 35% compared to the same period in 2020 primarily due to reduced personnel costs as a result of lower headcount and reductions in costs related to marketing campaigns targeted to generate direct-to-consumer growth opportunities. Sales and marketing costs for the six months ended June 30, 2021 decreased $0.6 million, or 43% compared to the same period in 2020 primarily due to reduced personnel costs as a result of lower headcount and reductions in costs related to marketing campaigns targeted to generate direct-to-consumer growth opportunities.

General and administrative. General and administrative expense consists primarily of compensation costs and related overhead costs for administrative personnel and professional fees for legal, accounting and other professional services. General and administrative costs for the three months ended June 30, 2021 increased $1.1 million, or 56%, compared to the same period in 2020 primarily due to one-time costs associated with the Greenidge Merger of $0.7 million and higher personnel costs, partially offset by lower legal and overhead fees. General and administrative costs for the six months ended June 30, 2021 increased $3.2 million, or 82%, compared to the same period in 2020 primarily due to one-time costs associated with the Greenidge Merger of $2.2 million and higher personnel costs, partially offset by lower legal and overhead fees.

INTEREST INCOME AND OTHER, NET





                                             Three Months Ended June 30,
                                    2021         2020       $ Change      % Change
In thousands, except percentages
Interest income and other, net     $    75       $ 173     $      (98 )         -57 %

                                              Six Months Ended June 30,
                                    2021         2020       $ Change      % Change
In thousands, except percentages
Interest income and other, net     $   117       $ 257     $     (140 )         -54 %




Interest income and other, net. Interest income and other, net consists primarily of interest income on our cash, cash equivalents and short-term investments. Interest income and other, net for the three months ended June 30, 2021 decreased $0.1 million, or 57% compared to the same period in 2020 primarily due to lower yields on investments. Interest income and other, net for the six months ended June 30, 2021 decreased $0.1 million, or 54% compared to the same period in 2020 primarily due to lower yields on investments. During the six months ended June 30, 2021, the Company has moved funds from short-term investments to cash to increase the liquidity of the investment portfolio in connection with the Greenidge merger transaction.






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INCOME TAX PROVISION



                                             Three Months Ended June 30,
                                    2021         2020       $ Change      % Change
In thousands, except percentages
Income tax provision               $   25       $   29      $      (4 )         -14 %

                                              Six Months Ended June 30,
                                    2021         2020       $ Change      % Change
In thousands, except percentages
Income tax provision               $   42       $   78      $     (36 )         -46 %



Income tax provision. For the three and six months ended June 30, 2021, the income tax provision primarily consisted of state income tax and foreign taxes.

LIQUIDITY AND CAPITAL RESOURCES

Total cash, cash equivalents and investments at June 30, 2021 and December 31, 2020 were $38 million and $30 million, respectively. The increase in cash, cash equivalents and investments was primarily driven by proceeds from the sale of common stock of the Company to 210 Capital, pursuant to the Subscription Agreement, as well as stock option exercises.




Operating Activities


Net cash provided by operating activities was $0.3 million and $4.1 million for the six months ended June 30, 2021 and 2020, respectively. Net cash used in operating activities primarily consists of the net income (loss) for the period, adjusted for non-cash items and changes in operating assets and liabilities. Non-cash items include depreciation, amortization and stock-based compensation expense. The sum of these non-cash items totaled $0.5 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively.

Net cash provided by operating activities during the six months ended June 30, 2021 was the result of a net loss of $2.8 million, which was lower primarily due to one-time costs associated the aforementioned merger activities during the first quarter of 2021, adjustments for non-cash items of $0.5 million, decreases in accounts receivable of $1.5 million and net increases in accounts payable, accrued liabilities, accrued compensation and deferred revenue of $0.9 million.





Investing Activities


Net cash provided by investing activities was $10.2 million and $7.0 million for the six months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021, net cash provided by investing activities was primarily due to investment maturities of $10.7 million, partially offset by the purchase of marketable securities of $0.4 million and purchases of fixed assets of $0.1 million. For the six months ended June 30, 2020, net cash provided by investing activities was primarily due to investment maturities of $7.9 million, partially offset by purchases of fixed assets of $0.8 million.






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Financing Activities


Net cash provided by financing activities was $8.3 million for the six months ended June 30, 2021 due to proceeds from the sale of common stock of the Company to 210 Capital pursuant to the Subscription Agreement and from the exercise of certain stock options.

Working Capital and Capital Expenditure Requirements

At June 30, 2021, we had stockholders' equity of $40.2 million and working capital of $39.7 million. We believe that our existing cash balances will be sufficient to meet our working capital requirements, as well as our planned capital expenditures, for at least the next 12 months.

If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses at any time in the future, we may seek to sell additional equity or debt securities. The current economic environment, however, could limit our ability to raise capital by issuing new equity or debt securities on acceptable terms, and lenders may be unwilling to lend funds on acceptable terms that would be required to support operations. The sale of additional equity or convertible debt securities could result in dilution to our existing stockholders. The issuance of debt securities would result in increased interest expenses and could impose new restrictive covenants that would limit our operating flexibility.

We plan to continue to make investments in our business during 2021. We believe these investments are essential to creating sustainable growth in our business in the future. Additionally, we may choose to acquire other businesses or complimentary technologies to enhance our product capabilities and such acquisitions would likely require the use of cash.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing the interim condensed consolidated financial statements, we make estimates, assumptions and judgments that can have a significant impact on net revenue, operating income or loss and net income or loss, as well as on the value of certain assets and liabilities on our condensed consolidated balance sheet. We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our estimates, assumptions and judgments, and make changes accordingly. We believe that the estimates, assumptions and judgments involved in the accounting for revenue recognition, fair value measurements, purchase accounting in business combinations, self-insurance accruals, accounting for intangible assets, stock-based compensation and accounting for income taxes have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. For further information on our critical accounting policies and estimates, see Note 1 to our consolidated financial statements on Form 10-K for the year ended December 31, 2020. There have been no significant changes in these critical accounting policies and estimates during the three months ended June 30, 2021.

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