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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2021
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to             
Commission file number 001-35108
 SERVICESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 81-0578975
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
707 17th Street, 25th Floor
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
(720)
889-8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 Par Value SREV The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes ☒   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes ☒   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated Filer ☒
Non-accelerated filer
☐
Smaller reporting company ☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  ☐    No  ☒
As of April 23, 2021, 97,348,525 shares of common stock of ServiceSource International, Inc. were outstanding.

TABLE OF CONTENTS
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2

ServiceSource International, Inc.
Consolidated Balance Sheets
(in thousands, except per share and par value amounts)
(unaudited)
March 31, 2021 December 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 34,171  $ 34,006 
Accounts receivable, net 34,578  38,890 
Prepaid expenses and other 10,876  9,275 
Total current assets 79,625  82,171 
Property and equipment, net 26,998  29,948 
ROU assets 27,515  29,798 
Contract acquisition costs 757  872 
Goodwill 6,334  6,334 
Other assets 3,580  3,490 
Total assets $ 144,809  $ 152,613 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 5,151  $ 1,204 
Accrued expenses 2,728  3,217 
Accrued compensation and benefits 15,313  18,342 
Revolver 15,000  15,000 
Operating lease liabilities 10,365  10,797 
Other current liabilities 827  1,209 
Total current liabilities 49,384  49,769 
Operating lease liabilities, net of current portion 23,739  25,975 
Other long-term liabilities 2,302  1,593 
Total liabilities 75,425  77,337 
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 20,000 shares authorized and none issued and outstanding
—  — 
Common stock; $0.0001 par value; 1,000,000 shares authorized; 97,470 shares issued and 97,349 shares outstanding as of March 31, 2021; 97,248 shares issued and 97,127 shares outstanding as of December 31, 2020
10  10 
Treasury stock (441) (441)
Additional paid-in capital 382,314  379,696 
Accumulated deficit (313,442) (304,607)
Accumulated other comprehensive income 943  618 
Total stockholders’ equity 69,384  75,276 
Total liabilities and stockholders’ equity $ 144,809  $ 152,613 
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
ServiceSource International, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
  For the Three Months Ended March 31,
  2021 2020
Net revenue $ 45,023  $ 50,114 
Cost of revenue 34,067  35,560 
Gross profit 10,956  14,554 
Operating expenses:
Sales and marketing 4,030  7,268 
Research and development 1,160  1,181 
General and administrative 12,190  10,688 
Restructuring and other related costs 920  467 
Total operating expenses 18,300  19,604 
Loss from operations (7,344) (5,050)
Interest and other expense, net (1,160) (874)
Loss before provision for income taxes (8,504) (5,924)
Provision for income tax expense (331) (18)
Net loss $ (8,835) $ (5,942)
Net loss per common share:
Basic and diluted $ (0.09) $ (0.06)
Weighted-average common shares outstanding:
Basic and diluted 97,234  94,968 
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
ServiceSource International, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
  For the Three Months Ended March 31,
  2021 2020
Net loss $ (8,835) $ (5,942)
Other comprehensive income
Foreign currency translation adjustments 325  498 
Other comprehensive income 325  498 
Comprehensive loss $ (8,510) $ (5,444)
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
ServiceSource International, Inc.
Consolidated Statements of Stockholders' Equity
(in thousands)
(unaudited)
Common Stock Treasury Shares/Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total
Shares Amount Shares Amount    
Balance at January 1, 2021 97,248  $ 10  (121) $ (441) $ 379,696  $ (304,607) $ 618  $ 75,276 
Net loss —  —  —  —  —  (8,835) —  (8,835)
Other comprehensive income —  —  —  —  —  —  325  325 
Stock-based compensation —  —  —  —  2,486  —  —  2,486 
Issuance of common stock, RSUs 73  —  —  —  —  —  —  — 
Proceeds from the exercise of stock options and ESPP 149  —  —  —  132  —  —  132 
Balance at March 31, 2021 97,470  $ 10  (121) $ (441) $ 382,314  $ (313,442) $ 943  $ 69,384 
Common Stock Treasury Shares/Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total
Shares Amount Shares Amount
Balance at January 1, 2020 94,972  $ 9  (121) $ (441) $ 374,525  $ (286,066) $ 410  $ 88,437 
Net loss —  —  —  —  —  (5,942) —  (5,942)
Other comprehensive income —  —  —  —  —  —  498  498 
Stock-based compensation —  —  —  —  1,066  —  —  1,066 
Issuance of common stock, RSUs 178  1  —  —  (1) —  —  — 
Proceeds from the exercise of stock options and ESPP 112  —  —  —  76  —  —  76 
Balance at March 31, 2020 95,262  $ 10  (121) $ (441) $ 375,666  $ (292,008) $ 908  $ 84,135 
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
ServiceSource International, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
For the Three Months Ended March 31,
2021 2020
Cash flows from operating activities:
Net loss $ (8,835) $ (5,942)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 3,657  3,396 
Amortization of contract acquisition costs 167  279 
Amortization of ROU assets 2,391  2,313 
Stock-based compensation 2,475  1,045 
Restructuring and other related costs 902  431 
Other 265  18 
Net changes in operating assets and liabilities:
Accounts receivable, net 4,131  (1,722)
Prepaid expenses and other assets (2,099) 1,323 
Contract acquisition costs (51) 9 
Accounts payable 3,952  (3,253)
Accrued compensation and benefits (3,673) (1,210)
Operating lease liabilities (2,738) (1,838)
Accrued expenses (511) 223 
Other liabilities 504  (741)
Net cash provided by (used in) operating activities 537  (5,669)
Cash flows from investing activities:
Purchases of property and equipment (1,019) (1,557)
Net cash used in investing activities (1,019) (1,557)
Cash flows from financing activities:
Repayment on finance lease obligations (161) (238)
Proceeds from Revolver —  27,000 
Proceeds from issuance of common stock 132  76 
Net cash (used in) provided by financing activities (29) 26,838 
Effect of exchange rate changes on cash and cash equivalents and restricted cash 650  480 
Net change in cash and cash equivalents and restricted cash 139  20,092 
Cash and cash equivalents and restricted cash, beginning of period 36,326  29,383 
Cash and cash equivalents and restricted cash, end of period $ 36,465  $ 49,475 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 105  $ 55 
Supplemental disclosures of non-cash activities:
Purchases of property and equipment accrued in accounts payable and accrued expenses $ 9  $ 10 
ROU assets obtained in exchange for new lease liabilities $ 618  $ 204 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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ServiceSource International, Inc.
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — The Company
ServiceSource is a leading provider of BPaaS solutions that enable the transformation of go-to-market organizations and functions for global technology clients. We design, deploy, and operate a suite of innovative solutions and complex processes that support and augment our clients’ B2B customer acquisition, engagement, expansion and retention activities. Our clients - ranging from Fortune 500 technology titans to high-growth disruptors and innovators - rely on our holistic customer engagement methodology and process excellence, global scale and delivery footprint, and data analytics and business insights to deliver trusted business outcomes that have a meaningful and material positive impact to their long-term revenue and profitability objectives. Through our unique integration of people, process and technology - leveraged against our more than 20 years of experience and domain expertise in the cloud, software, hardware, medical device and diagnostic equipment, and industrial IoT sectors - we effect and transact billions of dollars of B2B commerce in more than 175 countries on our clients’ behalf annually.
“ServiceSource,” “the Company,” “we,” “us,” or “our,” as used herein, refer to ServiceSource International, Inc. and its wholly owned subsidiaries, unless the context indicates otherwise.
For a summary of commonly used industry terms and abbreviations used in this quarterly report on Form 10-Q, see the Glossary of Terms.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements include the accounts of ServiceSource International, Inc. and its wholly owned subsidiaries and have been prepared in accordance with GAAP and with the instructions to Form 10-Q and Article 8 of Regulation S-X for interim financial information. All intercompany balances and transactions have been eliminated in consolidation. These financial statements do not include all the information required by GAAP for annual financial statements. The unaudited Consolidated Balance Sheet as of December 31, 2020 has been derived from the Company’s audited annual Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021. In the opinion of management, these Consolidated Financial Statements reflect all adjustments, including normal recurring adjustments, management considers necessary for a fair presentation of the Company’s financial position, operating results, and cash flows for the interim periods presented. These Consolidated Financial Statements and accompanying notes should be read in conjunction with our audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, included in our annual report on Form 10-K. Interim results are not necessarily indicative of results for the entire year.
Use of Estimates
The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amount of net revenue and expenses during the reporting period.
The Company bases its estimates and judgments on historical experience and on various assumptions that it believes are reasonable under the circumstances. The Company has considered the effects of the COVID-19 pandemic in determining its estimates. However, future events are difficult to predict and subject to change, especially with the risks and uncertainties related to the impact of the COVID-19 pandemic, which could cause estimates and judgments to require adjustment. Actual results and outcomes may differ from our estimates.
Cash Equivalents and Restricted Cash
The Company follows a three-tier fair value hierarchy, which is described in detail in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Cash equivalents consist of highly liquid investments with original maturities of three months or less at the time of purchase and are classified as a Level 1 investment.
Restricted cash consists of cash in money market accounts that are used to secure letters of credit in connection with two of our leased facilities. Restricted cash is recorded within "Other assets" in the Consolidated Balance Sheets and is classified as a Level 1 investment. The Company had restricted cash of $2.3 million as of March 31, 2021 and December 31, 2020.
8
The Company did not have any other financial instruments or debt measured at fair value as of March 31, 2021 and December 31, 2020. There were no transfers between levels during the three months ended March 31, 2021 and 2020.
Government Assistance
During 2020, ServiceSource received various grants from the Singapore government, including the Job Support Scheme, which assists enterprises in retaining their local employees during the COVID-19 pandemic. ServiceSource received $1.3 million related to these grants during the year ended December 31, 2020 and is expected to receive an additional $0.2 million through August 2021. There are no conditions to repay the grants. Government grants are recognized in the Company's Consolidated Statements of Operations during the same period that the expenses related to the grant are incurred if there is reasonable assurance the grant will be received, and the Company has complied with any conditions attached to the grant.  
New Accounting Standards Adopted
Income Taxes
In December 2019, the FASB issued an ASU that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021 and the effects of this standard were applied prospectively to eligible costs incurred on or after January 1, 2021. The adoption of this standard did not have a material impact on the Consolidated Financial Statements.
New Accounting Standards Issued but Not yet Adopted
Financial Instruments - Credit Losses
In June 2016, the FASB issued an ASU that amends the measurement of credit losses on financial instruments and requires measurement and recognition of expected versus incurred credit losses for financial assets held. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2022, with early adoption permitted. This standard will apply to the Company's accounts receivable and contract assets. Based on our current analysis, the Company does not expect the adoption to have a material impact on the Consolidated Financial Statements as credit losses from trade receivables have historically been insignificant. The Company will adopt this standard effective January 1, 2023.
Note 3 — Debt
Revolving Line of Credit
In July 2018, the Company entered into a $40.0 million Revolver that allows it and the other Borrower named therein to borrow against their domestic receivables as defined in the Credit Agreement. The Revolver matures July 2021 and bears interest at a variable rate per annum based on the greater of the prime rate, the Federal Funds rate plus 0.50% or the one-month LIBOR rate plus 1.00%, plus, in each case, a margin of 1.00% for base rate borrowings or 2.00% for Eurodollar borrowings.
As of March 31, 2021, the Company had $15.0 million of borrowings under the Revolver through a one-month Eurodollar borrowing at an effective interest rate of 2.11% maturing April 2021. An additional $14.7 million was available for borrowing under the Revolver as of March 31, 2021. The Eurodollar borrowings may be extended upon maturity, converted into a base rate borrowing upon maturity or require an incremental payment if the borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.
Subsequent to March 31, 2021, the one-month $15.0 million Eurodollar borrowing was extended at an effective interest rate of approximately 2.11% maturing May 2021.
The obligations under the Credit Agreement are secured by substantially all the assets of the Borrowers and certain of their subsidiaries, including pledges of equity in certain of the Company’s subsidiaries. The Revolver has financial covenants which the Company was in compliance with as of March 31, 2021 and December 31, 2020.
Interest Expense
Interest expense related to the amortization of debt issuance costs and interest expense associated with the Company's debt obligation was $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively.
Note 4 — Leases
The Company has operating leases for office space and finance leases for certain equipment under non-cancelable agreements with various expiration dates through May 2030. Certain office leases include the option to extend the term between one to
9
seven years and certain office leases include the option to terminate the lease upon written notice within one year after lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
During 2021, the Company entered into a sublease agreement through the end of the original lease term with a third party for two floors of its Manila office space and extended its lease for a portion of its Yokohama office space through May 2024.
Supplemental income statement information related to leases was as follows:
For the Three Months Ended March 31,
2021 2020
(in thousands)
Operating lease cost $ 2,941  $ 3,107 
Finance lease cost:
Amortization of leased assets 159  188 
Interest on lease liabilities 11  31 
Total finance lease cost 170  219 
Sublease income (1,098) (892)
Net lease cost $ 2,013  $ 2,434 

Supplemental balance sheet information related to leases was as follows:
March 31, 2021 December 31, 2020
(in thousands)
Operating leases:
ROU assets $ 27,515  $ 29,798 
Operating lease liabilities $ 10,365  $ 10,797 
Operating lease liabilities, net of current portion 23,739  25,975 
Total operating lease liabilities $ 34,104  $ 36,772 
Finance leases:
Property and equipment $ 2,868  $ 2,880 
Accumulated depreciation (2,119) (1,963)
Property and equipment, net $ 749  $ 917 
Other current liabilities $ 499  $ 608 
Other long-term liabilities 11  63 
Total finance lease liabilities $ 510  $ 671 
10
Lease term and discount rate information was as follows:
For the Three Months Ended March 31,
2021 2020
Weighted-average remaining lease term (in years):
Operating lease 5.6 5.9
Finance lease 0.8 1.6
Weighted-average discount rate:
Operating lease 6.2  % 6.4  %
Finance lease 6.5  % 7.8  %

Maturities of lease liabilities were as follows as of March 31, 2021:
Operating Leases Operating Sublease Finance Leases Total
(in thousands)
Remainder of 2021 $ 9,584  $ (3,789) $ 461  $ 6,256 
2022 9,406  (2,538) 64  6,932 
2023 4,434  (623) —  3,811 
2024 3,020  —  —  3,020 
2025 2,970  —  —  2,970 
Thereafter 11,281  —  —  11,281 
Total lease payments 40,695  (6,950) 525  34,270 
Less: interest (6,591) —  (15) (6,606)
Total $ 34,104  $ (6,950) $ 510  $ 27,664 
Note 5 — Revenue Recognition
The following tables present the disaggregation of revenue from contracts with our clients:
Revenue by Performance Obligation
For the Three Months Ended March 31,
2021 2020
(in thousands)
Selling services $ 44,328  $ 49,173 
Professional services 695  941 
Total revenue $ 45,023  $ 50,114 
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Revenue by Geography
Revenue for each geography generally reflects commissions earned from sales of service contracts managed from revenue delivery centers in that geography and subscription sales and professional services to deploy the Company's solutions. Predominantly all the service contracts sold and managed by the revenue delivery centers relate to end customers located in the same geography. All NALA revenue represents revenue generated within the U.S.
For the Three Months Ended March 31,
2021 2020
(in thousands)
NALA $ 25,334  $ 28,473 
EMEA 12,769  14,007 
APJ 6,920  7,634 
Total revenue $ 45,023  $ 50,114 
Revenue by Contract Pricing
For the Three Months Ended March 31,
2021 2020
(in thousands)
Variable consideration $ 33,211  $ 36,366 
Fixed consideration 11,812  13,748 
Total revenue $ 45,023  $ 50,114 
Contract Balances
As of March 31, 2021, contract assets and liabilities were $0.0 million and $0.2 million, respectively. As of December 31, 2020, contract assets and liabilities were $0.5 million and $0.4 million, respectively.
Transaction Price Allocated to Remaining Performance Obligations
As of March 31, 2021, assuming none of the Company’s current contracts with fixed consideration are renewed, the Company estimates receiving approximately $29.5 million in future selling services fixed consideration and approximately $0.2 million in professional services fixed consideration.
Contract Acquisition Costs
As of March 31, 2021 and December 31, 2020, capitalized contract acquisition costs were $0.8 million and $0.9 million, respectively. The Company recorded amortization expense related to capitalized contract acquisition costs of $0.2 million for the three months ended March 31, 2021 and 2020.
Impairment recognized on contract costs was insignificant for the three months ended March 31, 2021 and 2020.
Note 6 — Stock-Based Compensation
ESPP
The Company previously offered an ESPP until its expiration in February 2021.
2021 PSU Awards
During March 2021, the Company granted PSUs under the 2020 Plan to certain executives in which the number of shares ultimately received depends on the Company's achievement of two performance goals for fiscal year 2021 and a rTSR modifier based on the Company's rTSR for fiscal years 2021, 2022, and 2023 compared to a peer group. The aggregate target number of shares subject to these awards is 0.8 million. The awards were valued on the grant date using a Monte Carlo simulation for the rTSR modifier and using the Company’s closing stock price for the performance metrics for an aggregate grant date fair value of $1.2 million. The number of shares ultimately received related to these awards will range from 0% to 173% of the participant's target award and will vest on the third anniversary of the grant date. The Company's expense will be recognized over the service period and adjusted based on estimated achievement of the performance goals.
Additionally, certain senior leaders elected to receive a portion of their annual cash corporate incentive plan in PSUs. The Company granted the PSUs under the 2020 Plan during March 2021. The number of shares ultimately received depends on the
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Company's achievement of specified revenue, Adjusted EBITDA, and free cash flow performance goals for fiscal year 2021. The aggregate target number of shares subject to these awards is 0.4 million. The awards were valued using the Company's closing stock price on the grant date and had an aggregate grant date fair value of $0.6 million. The number of shares ultimately received related to these awards ranges from 0% to 200% of the participant's target award and will vest on the first anniversary of the grant date. The Company's expense will be recognized over the service period and adjusted based on estimated achievement of the performance targets.
Stock-Based Compensation Expense
The following table presents stock-based compensation expense as allocated within the Company's Consolidated Statements of Operations:
For the Three Months Ended March 31,
2021 2020
(in thousands)
Cost of revenue $ 130  $ 45 
Sales and marketing 191  377 
Research and development 15  18 
General and administrative 2,139  605 
Total stock-based compensation $ 2,475  $ 1,045 
The above table does not include capitalized stock-based compensation related to internal-use software that was insignificant for the three months ended March 31, 2021 and 2020.
Stock Awards
A summary of the Company's stock option activity and related information was as follows:
Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Intrinsic Value
(in thousands) (in thousands)
Outstanding as of December 31, 2020 3,030  $ 2.09  $ 1,372 
Exercised (268) $ 1.18 
Expired and/or forfeited (397) $ 2.03 
Outstanding as of March 31, 2021 2,365  $ 2.21  5.89 $ 552 
Exercisable as of March 31, 2021 2,118  $ 2.33  5.61 $ 431 
As of March 31, 2021, there was $0.1 million of unrecognized compensation expense related to previously granted stock options, which is expected to be recognized over a weighted-average period of 1.5 years.
A summary of the Company's RSU and PSU activity and related information was as follows:
Units Weighted-Average Grant Date Fair Value
(in thousands)
Non-vested as of December 31, 2020 7,015  $ 1.55 
Granted 1,957  $ 1.59 
Vested (73) $ 1.98 
Forfeited (940) $ 1.69 
Non-vested as of March 31, 2021 7,959  $ 1.54 
As of March 31, 2021, there was $6.7 million of unrecognized compensation expense related to previously granted RSUs and PSUs, which is expected to be recognized over a weighted-average period of 1.8 years.
Potential shares of common stock that are not included in the determination of diluted net loss per share because they are anti-dilutive for the periods presented consist of stock options and unvested RSUs and PSUs. The Company excluded from diluted earnings per share the weighted-average common share equivalents related to 1.2 million and 4.2 million shares for the three months ended March 31, 2021 and 2020, respectively, because their effect would have been anti-dilutive.
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Note 7 — Restructuring and Other Related Costs
The Company has undergone restructuring efforts to better align its cost structure with its business and market conditions. These restructuring efforts include severance and other employee costs, lease and other contract termination costs and asset impairments. Severance and other employee costs include severance payments, related employee benefits, stock-based compensation related to the accelerated vesting of certain equity awards and employee-related legal fees. Lease and other contract termination costs include charges related to lease consolidation and abandonment of spaces no longer utilized and the cancellation of certain contracts with outside vendors. Asset impairments include charges related to leasehold improvements and furniture in spaces vacated or no longer in use. The restructuring plans and future cash outlays are recorded in "Accrued expenses," "Accrued compensation," and "Other long-term liabilities" in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020.
During 2020, the Company announced a restructuring effort to align with its virtual-first operating model and reduce the operating cost structure resulting in a reduction of headcount and office lease costs. The Company recognized charges related to this restructuring effort of $0.9 million for the three months ended March 31, 2021 and expects to incur approximately $0.1 million in additional costs through 2021.
The following table presents a reconciliation of the beginning and ending fair value liability balance related to the 2020 restructuring effort:
Severance and Other Employee Costs Lease Termination Costs Total
(in thousands)
Balance as of January 1, 2020 $ —  $ —  $ — 
Restructuring and other related costs 780  59  839 
Cash paid (442) —  (442)
Balance as of December 31, 2020 338  59  397 
Restructuring and other related costs 842  78  920 
Cash paid (968) (59) (1,027)
Balance as of March 31, 2021 $ 212  $ 78  $ 290 
Note 8 — Income Taxes
The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses and foreign tax rate differences. The "Provision for income tax expense" in the Consolidated Statements of Operations primarily consists of income and withholding taxes for foreign and state jurisdictions where the Company has profitable operations, as well as valuation allowance adjustments for certain U.S. tax jurisdictions. No tax benefit was provided for losses incurred in the U.S., Ireland and Singapore because those losses are offset by a full valuation allowance. The tax years 2012 through 2020 generally remain subject to examination by federal, state and foreign tax authorities.
The gross amount of the Company’s unrecognized tax benefits was $1.0 million as of March 31, 2021 and December 31, 2020, none of which, if recognized, would affect the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the three months ended March 31, 2021 and 2020, interest and penalties recognized were insignificant.
Note 9 — Commitments and Contingencies
Letters of Credit
In connection with two of our leased facilities, the Company is required to maintain two letters of credit totaling $2.3 million. The letters of credit are secured by $2.3 million of cash in money market accounts, which are classified as restricted cash in "Other assets" in the Consolidated Balance Sheets.
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Non-cancelable Service Contract Commitments
Future minimum payments under non-cancelable service contract commitments were as follows:
March 31, 2021
(in thousands)
Remainder of 2021 $ 10,308 
2022 10,266 
2023 8,183 
2024 828 
Thereafter — 
Total $ 29,585 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and notes thereto which appear elsewhere in this quarterly report on Form 10-Q.
This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements may appear throughout this report. These forward-looking statements are generally identified by the words “believe,” “project,” "target," "forecast," “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and variations of such words or similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, those identified elsewhere in this report, including the risks and uncertainties related to the impact and duration of the COVID-19 pandemic, as well as those discussed in the sections of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021 entitled “Forward Looking Statements” and “Risk Factors” and in our other filings with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by applicable law.
Overview
ServiceSource is a leading provider of BPaaS solutions that enable the transformation of go-to-market organizations and functions for global technology clients. We design, deploy, and operate a suite of innovative solutions and complex processes that support and augment our clients’ B2B customer acquisition, engagement, expansion and retention activities. Our clients - ranging from Fortune 500 technology titans to high-growth disruptors and innovators - rely on our holistic customer engagement methodology and process excellence, global scale and delivery footprint, and data analytics and business insights to deliver trusted business outcomes that have a meaningful and material positive impact to their long-term revenue and profitability objectives. Through our unique integration of people, process and technology - leveraged against our more than 20 years of experience and domain expertise in the cloud, software, hardware, medical device and diagnostic equipment, and industrial IoT sectors - we effect and transact billions of dollars of B2B commerce in more than 175 countries on our clients’ behalf annually.
“ServiceSource,” “the Company,” “we,” “us,” or “our,” as used herein, refer to ServiceSource International, Inc. and its wholly owned subsidiaries, unless the context indicates otherwise.
For a summary of commonly used industry terms and abbreviations used in this Form 10-Q, see the Glossary of Terms.
Impact of the COVID-19 Pandemic
With the global outbreak of COVID-19 and the declaration of a pandemic by the World Health Organization on March 11, 2020, we created a dedicated crisis team to proactively implement our business continuity plans. By March 19, 2020, more than 95% of our employees had moved from an in-office to a work-from-home environment and as of April 1, 2020, we transitioned to a 100% virtual operating model. As a result of this successful work-from-home implementation, we have shifted to a virtual-first operating model whereby our employees will continue to primarily work from their home offices and our facilities will be used for collaboration, innovation, and connection. Additionally, this model includes virtual sourcing, hiring, and onboarding for new employees as well as a process for driving performance and culture in a virtual environment. As a result of the implementation of these business continuity measures, we have not experienced material disruptions in our operations.
We believe we have sufficient liquidity on hand to continue business operations during this volatile period. As of March 31, 2021, we had total available liquidity of $48.9 million consisting of cash on hand and availability under our Revolver. See "Liquidity and Capital Resources" for additional information.
There was no material adverse impact on the results of operations for the three months ended March 31, 2021 as a result of the COVID-19 pandemic. We expect to continue to invest capital to allow our employees to function in our virtual, work-from-home operating model. However, we are benefiting and will continue to benefit from decreases in certain costs related to our facilities and reduced travel and entertainment costs.
During 2020, ServiceSource received various grants from the Singapore government, including the Job Support Scheme, which assists enterprises in retaining their local employees during the COVID-19 pandemic. ServiceSource received $1.3 million related to these grants during the year ended December 31, 2020 and is expected to receive an additional $0.2 million through August 2021.
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The situation surrounding COVID-19 remains fluid and the potential for a negative impact on our financial condition and results of operations increases the longer the virus impacts the economic activity in the U.S. and globally. See “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020 for additional information.
Key Financial Results for the Three Months Ended March 31, 2021
•GAAP revenue was $45.0 million compared with $50.1 million reported for the same period in 2020.
•GAAP net loss was $8.8 million or $0.09 per diluted share, compared with GAAP net loss of $5.9 million or $0.06 per diluted share reported for the same period in 2020.
•Adjusted EBITDA, a non-GAAP financial measure, was negative $0.2 million compared with positive $0.1 million reported for the same period in 2020. See “Non-GAAP Financial Measurements” below for a reconciliation of Adjusted EBITDA from net loss.
•Ended the quarter with $36.5 million of cash and cash equivalents and restricted cash and $15.0 million of borrowings under the Company’s $40.0 million Revolver.
Results of Operations
For the Three Months Ended March 31, 2021 Compared to the Same Period Ended March 31, 2020
Net Revenue, Cost of Revenue and Gross Profit
Net revenue is primarily attributable to commissions we earn from the sale of renewals of maintenance, support and subscription agreements on behalf of our clients. We also generate revenues from selling professional services.
Cost of revenue includes employee compensation, technology costs, including those related to the delivery of our cloud-based technologies, and allocated overhead expenses which consist of depreciation, amortization of internally developed software, facility and technology costs.
  For the Three Months Ended March 31,
  2021 2020
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Net revenue $ 45,023  100  % $ 50,114  100  % $ (5,091) (10) %
Cost of revenue 34,067  76  % 35,560  71  % (1,493) (4) %
Gross profit $ 10,956  24  % $ 14,554  29  % $ (3,598) (25) %
Net revenue decreased $5.1 million, or 10%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to client churn and lower bookings.
Cost of revenue decreased $1.5 million, or 4%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the following:
•$1.2 million decrease in employee related costs associated with a reduction in headcount and lower travel and entertainment expenditures;
•$0.8 million decrease in facility costs primarily related to reduced headcount, transitioning to a virtual-first operating model, and sublease income; partially offset by
•$0.6 million increase in depreciation and amortization expense.
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Operating Expenses
For the Three Months Ended March 31,
2021 2020
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Operating expenses:
Sales and marketing $ 4,030  9  % $ 7,268  15  % $ (3,238) (45) %
Research and development 1,160  3  % 1,181  2  % (21) (2) %
General and administrative 12,190  27  % 10,688  21  % 1,502  14  %
Restructuring and other related costs 920  2  % 467  1  % 453  97  %
Total operating expenses $ 18,300  41  % $ 19,604  39  % $ (1,304) (7) %
Sales and Marketing
Sales and marketing expenses primarily consist of employee compensation expense and sales commissions paid to our sales and marketing employees, amortization of contract acquisition costs, marketing programs and events, and allocated overhead expenses, which consist of depreciation, amortization of internally developed software, and facility and technology costs.
Sales and marketing expenses decreased $3.2 million, or 45%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to a $2.3 million decrease in employee related costs associated with a reduction in headcount, lower bookings, and lower travel and entertainment expenditures, a $0.8 million decrease in information technology and facility costs related to transitioning to a virtual-first operating model, and a $0.2 million decrease in marketing cost.
Research and Development
Research and development expenses primarily consist of employee compensation expense, third-party consultant costs and allocated overhead expenses, which consist of amortization of internally developed software, facility and technology costs.
Research and development expenses decreased 2%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to $0.2 million decrease in information technology costs related to transitioning to a virtual-first operating model, offset by a $0.2 million reduction in third-party capitalizable software development costs and other professional fees.
General and Administrative
General and administrative expenses primarily consist of employee compensation expense for our executive, finance, human resources, and legal functions and expenses for professional fees for accounting, tax and legal services, as well as allocated overhead expenses, which consist of depreciation, amortization of internally developed software, facility and technology costs.
General and administrative expenses increased $1.5 million, or 14%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the following:
•$1.5 million increase in stock-based compensation costs;
•$1.0 million increase in information technology and facility costs due to lower headcount in cost of revenue; partially offset by
•$0.8 million decrease in employee related costs associated with a reduction in headcount; and
•$0.3 million decrease in depreciation and amortization expense.
Restructuring and Other Related Costs
Restructuring and other related costs consist primarily of employees’ severance payments and related employee benefits, related legal fees and charges related to lease termination costs.
Restructuring and other related costs increased $0.5 million, or 97% for the three months ended March 31, 2021 compared to the same period in 2020, due to the 2020 restructuring effort resulting in a reduction of headcount and office lease costs compared to the three months ended March 31, 2020.
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Interest and Other Expense, Net
Interest and other expense, net consists of interest expense associated with our Revolver, imputed interest from finance lease payments, interest income earned on our cash and cash equivalents, amortization of debt issuance costs and foreign exchange gains and losses. 
For the Three Months Ended March 31,
2021 2020
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Interest expense $ (158) —  % $ (81) —  % $ (77) (95) %
Other expense, net $ (1,002) (2) % $ (793) (2) % $ (209) (26) %
Interest expense increased $0.1 million, or 95%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to the timing of borrowings on the Company's Revolver.
Other expense, net increased $0.2 million, or 26%, for the three months ended March 31, 2021 compared to the same period in 2020, primarily due to foreign currency fluctuations.
Provision for Income Tax Expense
For the Three Months Ended March 31,
2021 2020
Amount % of Net Revenue Amount % of Net Revenue $ Change % Change
(in thousands) (in thousands) (in thousands)
Provision for income tax expense $ (331) (1) % $ (18) —  % $ (313) *
Provision for income tax expense resulted primarily from profitable jurisdictions where no valuation allowance has been provided. Provision for income tax increased $0.3 million for the three months ended March 31, 2021 compared to the same period in 2020, due to an increase in profitable operations in certain foreign jurisdictions.
* Not considered meaningful.
Liquidity and Capital Resources
Our primary operating cash requirements include the payment of compensation and related employee costs and costs for our facilities and information technology infrastructure. Historically, we have financed our operations from cash provided by our operating activities. We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.
We have considered the effects of the COVID-19 pandemic, including customer purchasing and renewal decisions, in our assessment of the sufficiency of our liquidity and capital resources. We will continue to monitor our financial position to the extent that pandemic-related challenges continue.
As of March 31, 2021, we had cash and cash equivalents of $34.2 million, which primarily consist of demand deposits and money market mutual funds. Included in cash and cash equivalents was $6.4 million held by our foreign subsidiaries used to satisfy their operating requirements. We consider the undistributed earnings of ServiceSource Europe Ltd. and ServiceSource International Singapore Pte. Ltd. permanently reinvested in foreign operations and have not provided for U.S. income taxes on such earnings. As of March 31, 2021, the Company had no unremitted earnings from our foreign subsidiaries.
In July 2018, the Company entered into a $40.0 million Revolver that allows it and the other Borrower named therein to borrow against its domestic receivables as defined in the Credit Agreement. The Revolver matures July 2021 and bears interest at a variable rate per annum based on the greater of the prime rate, the Federal Funds rate plus 0.50% or the one-month LIBOR rate plus 1.00%, plus, in each case, a margin of 1.00% for base rate borrowings or 2.00% for Eurodollar borrowings.
As of March 31, 2021 the Company had $15.0 million of borrowings under the Revolver through a one-month Eurodollar borrowing at an effective interest rate of 2.11% maturing April 2021. An additional $14.7 million was available for borrowing under the Revolver as of March 31, 2021. The Eurodollar borrowings may be extended upon maturity, converted into a base rate borrowing upon maturity or require an incremental payment if the borrowing base decreases below the current amount outstanding during the term of the Eurodollar borrowing.
Subsequent to March 31, 2021, the one-month $15.0 million Eurodollar borrowing was extended at an effective interest rate of approximately 2.11% maturing May 2021.
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The obligations under the Credit Agreement are secured by substantially all the assets of the Borrowers and certain of their subsidiaries, including pledges of equity in certain of the Company’s subsidiaries. The Revolver has financial covenants which the Company was in compliance with as of March 31, 2021 and December 31, 2020.
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.
Cash Flows
The following table presents a summary of our cash flows:
For the Three Months Ended March 31,
2021 2020
(in thousands)
Net cash provided by (used in) operating activities $ 537  $ (5,669)
Net cash used in investing activities (1,019) (1,557)
Net cash (used in) provided by financing activities (29) 26,838 
Effect of exchange rate changes on cash and cash equivalents and restricted cash 650  480 
Net change in cash and cash equivalents and restricted cash $ 139  $ 20,092 
Depreciation and amortization expense were comprised of the following:
For the Three Months Ended March 31,
2021 2020
(in thousands)
Internally developed software amortization $ 2,192  $ 1,765 
Property and equipment depreciation 1,465  1,631 
Total depreciation and amortization $ 3,657  $ 3,396 
Operating Activities
Net cash provided by operating activities increased $6.2 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of improved cash collections from our clients during the current period compared to the prior period.
Investing Activities
Net cash used in investing activities decreased $0.5 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, due to decreased cash outflows from purchases of property and equipment during the three months ended March 31, 2021.
Financing Activities
Net cash provided by financing activities decreased $26.9 million for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of $27.0 million in net cash inflows from borrowings on the Revolver during the three months ended March 31, 2020.
Off-Balance Sheet Arrangements
As of March 31, 2021, we did not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. The Company's significant accounting policies and estimates are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2020. These policies
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were followed in preparing the Consolidated Financial Statements for the three months ended March 31, 2021 and are consistent with the year ended December 31, 2020.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2 - "Summary of Significant Accounting Policies" to the Consolidated Financial Statements.
Non-GAAP Financial Measurements
ServiceSource believes net income (loss), as defined by GAAP, is the most appropriate financial measure of our operating performance; however, ServiceSource considers Adjusted EBITDA to be useful supplemental, non-GAAP financial measure of our operating performance. We believe Adjusted EBITDA can assist investors in understanding and assessing our operating performance on a consistent basis, as it removes the impact of the Company's capital structure and other non-cash or non-recurring items from operating results and provides an additional tool to compare ServiceSource's financial results with other companies in the industry, many of which present similar non-GAAP financial measures.
EBITDA consists of net income (loss) plus provision for income tax expense (benefit), interest and other expense (income), net and depreciation and amortization. Adjusted EBITDA consists of EBITDA plus stock-based compensation, restructuring and other related costs, and amortization of contract acquisition costs related to the initial adoption of ASC 606.
This non-GAAP measure should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP.
The following table presents the reconciliation of "Net loss" to Adjusted EBITDA:
For the Three Months Ended March 31,
2021 2020
(in thousands)
Net loss $ (8,835) $ (5,942)
Provision for income tax expense 331  18 
Interest and other expense, net 1,160  874 
Depreciation and amortization 3,657  3,396 
EBITDA (3,687) (1,654)
Stock-based compensation 2,475  1,045 
Restructuring and other related costs 920  467 
Amortization of contract acquisition asset costs - ASC 606 initial adoption 84  218 
Adjusted EBITDA $ (208) $ 76 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies as defined by Item 10(f)(1) of Regulation S-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our CEO and CFO concluded that our disclosure controls and procedures are designed to, and are effective to, provide at a reasonable assurance level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
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SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
We continue to monitor the design and operating effectiveness of our internal controls for any effect resulting from the COVID-19 pandemic. There has not been any change in our internal control over financial reporting during the quarter covered by this report that materially affected or is reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
For a summary of factors which could affect results and cause results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf, see “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the risk factors as disclosed in our annual report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit Number Description of Document
10.1*
10.2*
10.3*
10.4*
10.5*
31.1*
31.2*
32.1**
32.2**
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.
23
GLOSSARY OF TERMS
The following abbreviations or acronyms used in this Form 10-Q are defined below:
Abbreviations or acronyms Definition
2020 Plan 2020 Equity Incentive Plan
APJ Asia Pacific-Japan
ASC 606 Accounting Standards Codification Topic 606, Revenue from Contracts with Customers
ASC 740 Accounting Standards Codification Topic 740, Income Taxes
ASU Accounting Standards Update
B2B Business-to-business
Borrowers ServiceSource International, Inc. and ServiceSource Delaware, Inc.
BPaaS Business Process-as-a-Service
CEO Chief Executive Officer
CFO Chief Financial Officer
COVID-19 Coronavirus disease 2019
Credit Agreement Revolving Loan Credit Agreement, dated as of July 30, 2018, among the Borrowers and Compass Bank, as Lender
EMEA Europe, Middle East and Africa
ESPP 2011 Employee Stock Purchase Plan
FASB Financial Accounting Standards Board
GAAP United States Generally Accepted Accounting Principles
IoT Internet of things
MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations
NALA North America and Latin America
PSU Performance-based restricted stock unit
Revolver Senior secured revolving line of credit
ROU Right-of-use
RSU Restricted stock unit
rTSR Relative total stockholder return
SEC Securities and Exchange Commission
U.S. United States

24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SERVICESOURCE INTERNATIONAL, INC.
(Registrant)
Date: April 28, 2021 By: /s/ CHAD W. LYNE
Chad W. Lyne
Chief Financial Officer
(Principal Financial and Accounting Officer)
25
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