Support.com Reminds Investors of Its Net Operating Loss Carryforwards and Tax Benefits Preservation Plan
18 Januar 2018 - 10:05PM
Business Wire
Support.com, Inc. (NASDAQ: SPRT), a leading provider of tech
support and turnkey support center services, producer of
SUPERAntiSpyware® anti-malware products, and the maker of
Support.com® software, today reminded its current and potential
shareholders that in April 2016 its Board of Directors adopted a
tax benefits preservation plan intended to preserve the utilization
of Support.com’s federal net operating loss carryforwards, or NOLs,
to reduce its future federal income tax liability. As of October
31, 2017, Support.com had approximately $140 million of (pre-tax)
federal NOLs.
Section 382 of the Internal Revenue Code imposes limitations on
the future use of a company’s NOLs if the company undergoes an
“ownership change.” Support.com’s ability to benefit from its tax
assets would be substantially limited by Section 382 if an
“ownership change” occurred. A company experiences an “ownership
change” for tax purposes if the percentage of stock owned by one or
a group of its 5% stockholders (as defined for tax purposes)
increases by more than 50 percentage points over a rolling
three-year period over the lowest percentage of stock of such
corporation owned by such stockholders at any time during that
period.
In order to prevent the unintended limitation of its future use
of its NOLs, Support.com’s tax benefits preservation plan provides
that if any person or group (as defined in the plan) acquires 4.99%
or more of our outstanding common shares without the approval of
the Board of Directors, there would be a triggering event causing
significant dilution in the ownership interest of such person or
group subject to certain exemptions. The tax benefits preservation
plan remains in effect and will expire no later than April 20, 2019
unless earlier terminated by the Board of Directors. Additional
information with respect to the plan is contained in Support.com’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, which Support.com filed with the Securities and Exchange
Commission (“SEC”) on March 7, 2017.
“Our improvement in year-over-year profitability through the
third quarter of 2017 has generated increased shareholder interest.
Since our earnings release for that period, two shareholders have
acquired more than 4.99% of our common stock and, as a result, have
put us closer to an ownership change for purposes of Section 382.
We determined that both acquisitions were inadvertent under our tax
benefits preservation plan and have exempted such acquisitions from
the plan, but there can be no assurance that any future
acquisitions of more than 4.99% of our common shares by any
investor or group will be determined to be inadvertent, thereby
triggering our plan and significantly diluting the ownership
interest of that investor or group. As a courtesy to our
shareholders, we wanted to remind everyone of these limitations,”
said Rick Bloom, Interim President and Chief Executive Officer of
the company.
About Support.com
Support.com, Inc. (NASDAQ: SPRT) is a leading provider of
support services and software to deliver next-generation technical
support. Support.com helps leading brands in software, electronics,
communications, retail, and other connected technology industries
deepen their customer relationships. Customers want technology that
works the way it’s intended. By using Support.com services and
software, companies can deliver a fantastic customer experience,
leading to happier customers, greater brand loyalty and growing
revenues. For more information, please visit http://www.support.com
or follow us @support com.
Safe Harbor
This press release contains “forward-looking statements” as
defined under the U.S. federal securities laws, including the
Private Securities Litigation Reform Act of 1995, and is subject to
the safe harbors created by such laws. Forward-looking statements
contained in this press release may relate to, but are not limited
to, statements regarding our future taxable income, our ability to
utilize and realize the value of our net operating loss
carryforwards and how they could be substantially limited if we
experienced an ownership change as defined in Section 382 of the
Internal Revenue Code, and whether the tax benefits preservation
plan will reduce the likelihood of such an unintended ownership
change from occurring. Such forward-looking statements are based on
current expectations that involve a number of known and unknown
risks, uncertainties and other factors which may cause actual
events to be materially different from those expressed or implied
by such forward-looking statements. Information on factors that may
impact these forward-looking statements can be found in the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” sections contained in
Support.com’s periodic reports filed with the Securities and
Exchange Commission, including, but not limited to, 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. The
forward-looking statements in this press release are made as of the
date hereof. Notwithstanding changes that may occur with respect to
matters relating to any forward-looking statements, Support.com
assumes no obligation to publicly update, amend or clarify its
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may otherwise be required by
the federal securities laws. Support.com, however, reserves the
right to update such statements or any portion thereof at any time
for any reason.
Support.com, Inc. is an Equal Opportunity Employer. For more
information,
visit http://www.support.com/about-us/careers.
© 2018 Support.com, Inc. All rights reserved. Support.com and
the Support.com logo are trademarks or registered trademarks of
Support.com, Inc. in the United States and other countries. All
other marks are the property of their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20180118006314/en/
Support.comDean Morris, +1 650-556-8574Investor
RelationsDean.Morris@support.com
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