8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 13, 2013 Date of report (Date of earliest event reported)
SUPPORT.COM, INC. (Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation)	000-30901 (Commission File No.)	94-3282005 (I.R.S. Employer Identification No.)
	1900 Seaport Blvd., Third Floor, Redwood City, CA 94063 (Address of Principal Executive Offices) (Zip Code)
	(650) 556-9440 (Registrant’s telephone number, including area code)
	N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 13, 2013, Support.com, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the fourth quarter of 2012.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

The press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in the press release including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, plans and objectives of management for future operations, and compliance with credit agreement covenants are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan,” or the negative thereof or variations thereon or similar terminology. The Company cannot provide any assurance that such expectations will prove to have been correct. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated February 13, 2013

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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 hereunto duly authorized.

Date: February 13, 2013

	SUPPORT.COM, INC.
By:	/s/ Shelly Schaffer
Name:	Shelly Schaffer
Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 13, 2013

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EX-99.1

EXHIBIT 99.1

Support.com Reports Fourth Quarter and 2012 Financial Results

REDWOOD CITY, CA – February 13, 2013 - Support.com, Inc. (NASDAQ: SPRT), a leading provider of cloud-based technology services and software designed to create new revenue streams and improve customer experience, today reported unaudited financial results for its fourth quarter ended December 31, 2012.

Q4 Financial Summary

For the fourth quarter of 2012, total revenue was $18.9 million compared to $15.0 million in the fourth quarter of 2011 and $18.2 million in the third quarter of 2012.

On a GAAP basis, income from continuing operations for the fourth quarter of 2012 was $1.2 million, or $0.02 per share, compared to a loss of $4.2 million, or $(0.09) per share, in the fourth quarter of 2011 and income of $298,000, or $0.01 per share, in the third quarter of 2012.

Non-GAAP income from continuing operations for the fourth quarter of 2012 was $2.9 million, or $0.06 per share, compared to a loss of $2.8 million, or $(0.06) per share, in the fourth quarter of 2011 and income of $1.8 million, or $0.04 per share, in the third quarter of 2012.

At December 31, 2012 cash, cash equivalents and investments were $56.3 million compared to $51.6 million at September 30, 2012.

2012 Financial Summary

Total revenue for 2012 was $72.0 million compared to $53.8 million in 2011.

On a GAAP basis, loss from continuing operations for 2012 was $5.5 million, or $(0.11) per share, compared to a loss of $18.5 million, or $(0.38) per share, in 2011.

Non-GAAP income from continuing operations for 2012 was $935,000, or $0.02 per share, compared to a loss of $12.5 million, or $(0.26) per share, in 2011.

Non-GAAP results exclude stock-based compensation expense, amortization of intangible assets and other, restructuring and impairment charges, acquisition expense, other non-recurring items and tax expense associated with acquired goodwill. These items impacted results from continuing operations by $1.7 million in the fourth quarter of 2012, $1.4 million in the fourth quarter of 2011 and $1.5 million in the third quarter of 2012. On an annual basis, these items impacted results from continuing operations by $6.5 million in 2012 and $6.0 million in 2011.A reconciliation of GAAP to non-GAAP results is presented in the tables below.

“We finished 2012 strong, with record revenue, profitability and cash generation,” said Josh Pickus, President and CEO. “In 2013, our focus will be on maintaining and enhancing operating performance, building out new initiatives in SaaS and SMB, and extending our market leadership.”

Recent Company Highlights

·    Revenue growth of 34% year over year

·    Full year 2012 non-GAAP profitability

·    2012 net increase in cash, cash equivalents and investments of $3.3 million

·    First SaaS customer US Tech Support in production

·    SMB partnerships with AppDirect and OnForce

·    Tablet SKU gains traction in retail

·    New version of SUPERAntiSpyware® released; enterprise license customers added

Conference Call

Support.com will host a conference call discussing the Company's fourth quarter and full year 2012 results on Wednesday, February 13, 2013 starting at 4:30 p.m. ET (1:30 p.m. PT). The live call may be accessed by dialing (877) 388-8486 (domestic) or (408) 427-3864 (international) and referencing passcode 88124558. A live audio webcast and replay of the call will be available at the Investor Relations section of Support.com's website at http://www.support.com/investors/events.

About Support.com

Support.com, Inc. (NASDAQ: SPRT) is a leading provider of cloud-based technology services and software. We help leading brands create new revenue streams and deepen customer loyalty through programs that enhance their customers' technology experience. Our solution includes a comprehensive Service Delivery Platform, mobile and desktop apps, a scalable workforce of technology specialists and proven expertise in program design and execution. Our partners include many of the nation's leading communications providers, retailers and technology companies. For more information, please visit us at: http://www.support.com.

Support.com, Inc. is an Equal Opportunity Employer. For more information, visit http://www.support.com/about/careers.

Copyright © 2013 Support.com, Inc. All rights reserved. Support.com and SUPERAntiSpyware are trademarks or registered trademarks of Support.com, Inc. in the U.S. and other countries.

Note on Forward-Looking Statements

Statements made in this document that are not historical facts are "forward-looking statements" and accordingly involve risks and uncertainties that could cause actual results to differ materially from those described herein. Forward-looking statements include, for example, all statements relating to projected financial performance (including without limitation statements involving projections of revenue, margin, income (loss), earnings (loss) per share, cash usage or generation, capital structure, and other financial items); the plans and objectives of management for future operations, partnerships, products, services or investments; and future performance in economic and other terms. The potential risks and uncertainties that could cause results to differ materially include, among others, our ability to retain and grow major partnerships, our ability to market and sell software and services to consumers and small businesses, our ability to market and sell our service delivery platform on a SaaS basis, our ability to maintain and grow revenue, our ability to scale and manage our workforce and our ability to control expenses and achieve desired margins. These and other risks are detailed in Support.com's reports filed with the Securities and Exchange Commission, including without limitation its latest Annual Report on Form 10-K and its latest quarterly report on Form 10-Q, copies of which may be obtained from www.sec.gov. Support.com does not intend to update this information to reflect future events or circumstances, and disclaims any obligation to do so except as may be required by law.

Disclosure Regarding Non-GAAP Financial Measures

Support.com has excluded stock-based compensation expense, amortization of intangible assets and other, restructuring and impairment charges, acquisition expense, other non-recurring items and tax expense associated with acquired goodwill from its GAAP results in order to determine the non-GAAP financial measures of income (loss) from continuing operations and income (loss) from continuing operations per share referenced in this document. We believe that the non-GAAP measures, when viewed in addition to and not in lieu of our reported GAAP results, assist investors in understanding our results of operations.

A. Stock-based compensation expense. Management excludes stock-based compensation expense when evaluating its operating performance because such expense does not require cash settlement and because such expense is not used by management to assess the performance of the Company's business. Stock-based compensation expense was $1.6 million in the fourth quarter of 2012, compared to $957,000 in the fourth quarter of 2011 and $911,000 in the third quarter of 2012.

B. Amortization of intangible assets and other. Management excludes acquisition-related intangible asset amortization and related charges when evaluating its operating performance because the Company does not acquire businesses on a predictable cycle and excluding such charges enables more consistent evaluation of the Company's operating performance. Management also excludes such charges because they represent non-cash expenses. Amortization of intangible assets and other was $368,000 in the fourth quarter of 2012, compared to $330,000 in the fourth quarter of 2011 and $397,000 in the third quarter of 2012.

C. Restructuring and impairment charges. Management excludes restructuring and impairment charges when evaluating its operating performance because the Company does not undertake restructurings on a predicable basis and excluding such charges enables more consistent evaluation of the Company's operating performance. Restructuring and impairment charges were zero in the fourth quarter of 2012, compared to zero in the fourth quarter of 2011 and $72,000 in the third quarter of 2012.

D. Acquisition expense. Management excludes acquisition expense such as legal fees and advisor fees when evaluating its operating performance because the Company does not acquire businesses on a predictable cycle and excluding such expense enables more consistent evaluation of the Company's operating performance. Acquisition expense was zero in the fourth quarter of 2012, compared to $5,000 in the fourth quarter of 2011 and $1,000 in the third quarter of 2012.

E. Other non-recurring items. Management excludes non-recurring items, that generally do not require cash settlement, when evaluating its operating performance because the Company does not incur such expenses or obtain such benefits on a predictable basis and exclusion of such expenses or benefits enables more consistent evaluation of the Company’s operating performance. Other non-recurring items resulted in a benefit of $293,000 in the fourth quarter of 2012, compared to zero in the fourth quarter of 2011 and an expense of $86,000 in the third quarter of 2012.

F. Tax expense associated with acquired goodwill. The Company is required to record a deferred tax liability and the related tax expense that results from the amortization for income tax purposes of acquired goodwill. Management excludes tax expense associated with acquired goodwill when evaluating its operating performance because the Company does not acquire businesses on a predictable cycle and excluding such expense enables more consistent evaluation of the Company's operating performance. Tax expense associated with acquired goodwill was $88,000 in the fourth quarter of 2012, compared to $67,000 in the fourth quarter of 2011 and $69,000 in the third quarter of 2012.

The Company believes that non-GAAP measures have significant limitations in that they do not reflect all of the amounts associated with the Company's financial results as determined in accordance with GAAP and that these measures should only be used to evaluate the Company's financial results in conjunction with the corresponding GAAP measures. In addition, the exclusion of the items indicated above from the non-GAAP financial measures presented does not indicate an expectation by management that such items will not be incurred in subsequent periods.

SUPPORT.COM, INC.
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
	December 31,			September 30,			December 31,
	2012		(1)		2012			2011	(2)
Assets
Current assets:
Cash, cash equivalents and short-term investments	$	56,350		$	51,587		$	51,902
Accounts receivable, net		9,689			9,785			10,284
Prepaid expenses and other current assets		1,359			1,565			1,068
Total current assets		67,398			62,937			63,254
Long-term investment		-			-			1,111
Property and equipment, net		591			670			461
Purchased technology, net		62			82			144
Goodwill		14,240			14,240			13,621
Intangible assets, net		4,775			5,126			5,670
Other assets		1,193			940			735
Total assets	$	88,259		$	83,995		$	84,996
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued compensation	$	2,053		$	3,011		$	2,872
Other accrued liabilities		3,969			4,477			4,491
Short-term deferred revenue		6,618			5,971			4,723
Total current liabilities		12,640			13,459			12,086
Long-term deferred revenue		35			139			489
Other long-term liabilities		1,421			1,422			1,086
Total liabilities		14,096			15,020			13,661
Stockholders' equity:
Common stock		5			5			5
Additional paid-in-capital		242,032			237,984			233,977
Accumulated other comprehensive loss		(1,501	)		(1,343	)		(1,698	)
Accumulated deficit		(166,373	)		(167,671	)		(160,949	)
Total stockholders' equity		74,163			68,975			71,335
Total liabilities and stockholders' equity	$	88,259		$	83,995		$	84,996

Note 1: Amounts are subject to completion of managements and its independent registered public accounting firm's customary closing and review procedures.

Note 2: Derived from audited consolidated financial statements for the year ended December 31, 2011.

SUPPORT.COM, INC.
GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
	Three Months Ended									Year Ended December 31,
	December 31, 2012		(3)	September 30, 2012			December 31, 2011				2012	(3)		2011	(2)
Revenue:
Services	$	15,344		$	14,769		$	11,124		$	57,622		$	37,248
Software and other		3,533			3,407			3,880			14,332			16,591
Total revenue		18,877			18,176			15,004			71,954			53,839
Cost of revenue:
Cost of services (4)		8,648			8,815			8,585			37,343			29,919
Cost of software and other (4)		278			312			449			1,421			1,744
Total cost of revenue		8,926			9,127			9,034			38,764			31,663
Gross profit		9,951			9,049			5,970			33,190			22,176
Operating expenses:
Amortization of intangible assets and other		368			397			330			1,522			866
Research and development (4)		1,652			1,643			1,599			6,773			6,057
Sales and marketing (4)		3,377			3,789			5,509			18,285			21,791
General and administrative (4)		3,572			2,897			2,705			12,234			12,005
Total operating expenses		8,969			8,726			10,143			38,814			40,719
Income (loss) from operations		982			323			(4,173	)		(5,624	)		(18,543	)
Interest income and other, net		71			93			83			297			455
Income (loss) from continuing operations, before income taxes		1,053			416			(4,090	)		(5,327	)		(18,088	)
Income tax provision (benefit)		(145	)		118			106			208			401
Income (loss) from continuing operations, after income taxes		1,198			298			(4,196	)		(5,535	)		(18,489	)
Income (loss) from discontinued operations, net of income taxes		101			(7	)		(153	)		111			(151	)
Net income (loss)	$	1,299		$	291		$	(4,349	)	$	(5,424	)	$	(18,640	)
Income (loss) from continuing operations, after income taxes
Basic	$	0.02		$	0.01		$	(0.09	)	$	(0.11	)	$	(0.38	)
Diluted	$	0.02		$	0.01		$	(0.09	)	$	(0.11	)	$	(0.38	)
Income (loss) from discontinued operations, net of income taxes
Basic	$	0.00		$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Shares used in computing per share amounts:
Basic		49,475			48,707			48,351			48,798			48,288
Diluted		51,872			50,326			48,351			48,798			48,288

Note 3:  Amounts are subject to completion of managements and its independent registered public accounting firm's customary closing and review procedures.

Note 4: Includes stock-based compensation expense, restructuring and impairment charges, acquisition expense and other non-recurring items, as follows:

	Three Months Ended						Year Ended December 31,
	December 31, 2012		September 30, 2012		December 31, 2011		2012		2011
Cost of revenue:
Cost of services	$	83	$	86	$	75	$	353	$	337
Cost of software and other		2		3		16		26		29
Operating expenses:
Research and development		199		252		271		1,019		816
Sales and marketing		111		94		138		623		896
General and administrative		1,191		635		462		2,926		2,703
Total	$	1,586	$	1,070	$	962	$	4,947	$	4,781

SUPPORT.COM, INC.
RECONCILIATION OF GAAP FINANCIAL RESULTS TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
(unaudited)
	Three Months Ended									Year Ended December 31,
	December 31, 2012			September 30, 2012			December 31, 2011			2012			2011
GAAP cost of revenue	$	8,926		$	9,127		$	9,034		$	38,764		$	31,663
Stock-based compensation expense (Cost of revenue portion only)		(85	)		(89	)		(91	)		(380	)		(274	)
Restructuring and impairment charges (Cost of revenue portion only)		-			-			-			1			(93	)
Non-GAAP cost of revenue	$	8,841		$	9,038		$	8,943		$	38,385		$	31,296
GAAP operating expenses	$	8,969		$	8,726		$	10,143		$	38,814		$	40,719
Stock-based compensation expense (Excl. cost of revenue portion)		(1,501	)		(822	)		(866	)		(4,145	)		(3,494	)
Amortization of intangible assets and other		(368	)		(397	)		(330	)		(1,522	)		(866	)
Restructuring and impairment charges (Excl. cost of revenue portion)		-			(72	)		-			(244	)		(377	)
Acquisition expense		-			(1	)		(5	)		(36	)		(543	)
Other non-recurring items		-			(86	)		-			(143	)		-
Non-GAAP operating expenses	$	7,100		$	7,348		$	8,942		$	32,724		$	35,439
GAAP income tax provision (benefit)	$	(145	)	$	118		$	106		$	208		$	401
Tax expense associated with acquired goodwill		(88	)		(69	)		(67	)		(294	)		(337	)
Other non-recurring items		293			-			-			293			-
Non-GAAP income tax provision (benefit)	$	60		$	49		$	39		$	207		$	64
GAAP income (loss) from continuing operations, after income taxes	$	1,198		$	298		$	(4,196	)	$	(5,535	)	$	(18,489	)
Stock-based compensation expense		1,586			911			957			4,525			3,768
Amortization of intangible assets and other		368			397			330			1,522			866
Restructuring and impairment charges		-			72			-			243			470
Acquisition expense		-			1			5			36			543
Other non-recurring items		(293	)		86			-			(150	)		-
Tax expense associated with acquired goodwill		88			69			67			294			337
Total impact of Non-GAAP exclusions		1,749			1,536			1,359			6,470			5,984
Non-GAAP income (loss) from continuing operations, after income taxes	$	2,947		$	1,834		$	(2,837	)	$	935		$	(12,505	)
Income (loss) from continuing operations, after income taxes
Basic - GAAP	$	0.02		$	0.01		$	(0.09	)	$	(0.11	)	$	(0.38	)
Basic - Non-GAAP	$	0.06		$	0.04		$	(0.06	)	$	0.02		$	(0.26	)
Diluted - GAAP	$	0.02		$	0.01		$	(0.09	)	$	(0.11	)	$	(0.38	)
Diluted - Non-GAAP	$	0.06		$	0.04		$	(0.06	)	$	0.02		$	(0.26	)
Shares used in computing per share amounts (GAAP)
Basic		49,475			48,707			48,351			48,798			48,288
Diluted		51,872			50,326			48,351			48,798			48,288
Shares used in computing per share amounts (Non-GAAP)
Basic		49,475			48,707			48,351			48,798			48,288
Diluted		51,872			50,326			48,351			50,273			48,288

The adjustments above reconcile the Companys GAAP financial results to the non-GAAP financial measures used by the Company. The Companys non-GAAP financial measures exclude stock-based compensation expense, amortization of intangible assets and other, restructuring and impairment charges, acquisition expense, other non-recurring items and tax expense associated with acquired goodwill. The Company believes that presentation of these non-GAAP items provides meaningful supplemental information to investors, when viewed in conjunction with, and not in lieu of, the Companys GAAP results. However, the non-GAAP financial measures have not been prepared under a comprehensive set of accounting rules or principles. Non-GAAP information should not be considered in isolation from, or as a substitute for, information prepared in accordance with GAAP. Moreover, there are material limitations associated with the use of non-GAAP financial measures.  See the text of this press release for more information on non-GAAP financial measures.

2012 Amounts are subject to completion of managements and its independent registered public accounting firm's customary closing and review procedures.

Contact Information:

Investor Contact

Carolyn Bass and Jacob Moelter

Market Street Partners

(415) 445-3235

sprt@marketstreetpartners.com

Media Contact

Seth Geisler

Martin Levy Public Relations, Inc.

(858) 610-9860

seth@martinlevypr.com