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SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Support.com, Inc.
Form: 10-K
Date Filed: 2011-03-11
Corporate Issuer CIK: 1104855
Symbol: SPRT
Fiscal Year End: 12/31
© Copyright 2013, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.

Table of contents

  • Page 1
    ...& EXCHANGE COMMISSION EDGAR FILING Support.com, Inc. Form: 10-K Date Filed: 2011-03-11 Corporate Issuer CIK: 1104855 Symbol: SPRT Fiscal Year End: 12/31 © Copyright 2013, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of...

  • Page 2
    ... by each executive officer, director, and stockholders known by the registrant to own 10% or more of the outstanding stock based on Schedule 13G filings and other information known to us, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not...

  • Page 3
    ... of Management on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Other Information Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners...

  • Page 4
    ... such as Facebook and LinkedIn achieving increasing prominence. At the same time, technology has become increasingly mobile, with anytime, anywhere access to voice, data, video and applications becoming the standard. While these advances offer many benefits, consumers and small businesses face an...

  • Page 5
    ...availability of high speed internet connections and remote control software has caused growth in this segment of the market to accelerate. In addition to assisted services, there is an established and growing market for software tools used to manage personal computers and home networks. According to...

  • Page 6
    ... to share and stream data to social or business network in real-time from any of these web-connected devices. We deliver our services to customers using our Personal Technology Experts®, leveraging our patented market-leading proprietary technology platform. Our PTEs generally work from their...

  • Page 7
    ...'s machine to ensure that our Personal Technology Experts follow a predesigned "best practice" workflow. The Solutions Toolkit also automates time-consuming steps such as tool downloads, system diagnostics, performance optimizations and software checks. For partner programs, we leverage our Service...

  • Page 8
    ..., subscription utilization, partner program performance and many other aspects of running and optimizing our business. Our partners also receive reports and analytic information from the warehouse for their programs on a regular basis via secure data feeds. In December 2009 we acquired a family...

  • Page 9
    ..., may have on our business. Our assessment could change if and when any new regulations of such sort are enacted or adopted. Employees As of December 31, 2010, we had 761 employees, of whom 618 were Personal Technology Experts and supervisors. None of our employees is covered by collective...

  • Page 10
    ... regarding our ability to deliver premium technology services efficiently and through arrangements that are profitable; Our ability to offer subscriptions to our services in a profitable manner; Our ability to hire, train, manage and retain Personal Technology Experts in a home-based model and to...

  • Page 11
    ... relationships, and develop new relationships, with channel partners on acceptable terms or at all; Reach consumers and small businesses directly in a cost-effective fashion; Hire, train, manage and retain our home-based Personal Technology Experts and expand the breadth and flexibility of our...

  • Page 12
    ... volumes on a cost-effective basis, particularly with newer partners using models, such as subscriptions, without adequate or comparable historical data for forecasting purposes; Our reliance on a relatively small number of channel partners for a substantial portion of our revenue; Our ability...

  • Page 13
    ..., it does not require Office Depot to conduct any minimum amount of business with us, and therefore Office Depot could decide at any...partner promotions and other factors. If we are unable to attract, train and manage in a cost-effective manner adequate numbers of competent Personal Technology Experts...

  • Page 14
    ... our services and software products are still rapidly evolving, and we may not be able to compete successfully against current and potential competitors. Our ability to expand our business will depend on our ability to maintain our technological advantage, introduce timely enhanced products to meet...

  • Page 15
    ...with channel partners and harm our business and reputation. Also, computers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to...

  • Page 16
    ... regulations may require us to incur significant costs and may reduce the effectiveness of our solutions, and our failure to comply with those laws or regulations may harm our business and cause us to lose customers. Our software contains features that allow our Personal Technology Experts to access...

  • Page 17
    ... standards for computers, smart phones, and other devices. We may not be successful in supporting popular equipment and platforms; consumers and small businesses may trend toward use of equipment we do not support, and the process of migration away from platforms we support may decrease the...

  • Page 18
    ... goodwill or intangible assets occurred. ITEM 1B. UNRESOLVED STTFF COMMENTS. Not applicable. ITEM 2. PROPERTIES. Our corporate headquarters lease covers approximately 37,449 square feet at 1900 Seaport Boulevard, 3rd Floor, Redwood City, California. During the third quarter of 2009, we ceased using...

  • Page 19
    ...time it issues such a guarantee, and must disclose that information in its interim and annual financial statements. We have entered into various service level agreements with our channel partners, in which we may guarantee the maintenance of certain service level thresholds. Under some circumstances...

  • Page 20
    ...requirements, the terms of then-existing indebtedness, general business conditions and such other factors as the Board of Directors deems relevant. Securities Tuthorized for Issuance Under Equity Compensation... and Data Processing Services Index from December 31, 2005 through December 31, 2010. The...

  • Page 21
    ... or specifically incorporate it by reference into a filing under the Securities Act of 1933 or Exchange Act. 20 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

  • Page 22
    ... in 2008 began reporting two operating segments, Enterprise and Consumer. In June, 2009 we sold our Enterprise business to Consona Corporation ("Consona"), changed our name to Support.com, Inc. and focused our efforts purely on the consumer and small business market. We added the Sammsoft family of...

  • Page 23
    Table of Contents 2010 Consolidated Balance Sheet Data: Cash, cash equivalents and investments Auction-rate security put option Working capital Total assets Long-term ...- 118,238 152,605 411 (69,190) 132,503 22 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

  • Page 24
    ... the diagnosis and repair capabilities contained in our agent toolkit, and deepening of the functionality of the desktop client used by our subscription customers. Our expanded products included new services and software, such as support for non-PC and mobile platforms and data backup offerings. Our...

  • Page 25
    ..., nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques. There have been no transfers between Level 1 and Level 2 measurements during the year of 2010. 24 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

  • Page 26
    ...goodwill is evaluated for impairment at the entity level. We test goodwill using the two-step process required by ASC 350, Intangibles - Goodwill and Other. In the first step, we compare the carrying amount of the reporting unit to the fair value based on quoted market prices of our common stock. If...

  • Page 27
    ... stock-based compensation expense could change on our consolidated financial statements. Accounting for Income Taxes We are required to estimate ...% 2010 Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit ...

  • Page 28
    ... 6,468 343 6,811 Services revenue consists primarily of fees for technology services provided either through our channel partners or directly via our website www.support.com. Service revenue was $32.3 million for the year ended December 31, 2010 compared to $16.8 million for the same period of 2009...

  • Page 29
    ... increase in 2009 as compared to 2008 reflects the increase in salary and related overhead expense as a result of growing our workforce of Personal Technology Experts in anticipation of increased demand for services for our growing partner programs. In 2011, we expect cost of services to continue to...

  • Page 30
    ... 2010.... to pay the ...2010 was due to the full-year amortization of intangible assets acquired from YTO, as well as the acquisition of substantially all of the assets of Xeriton...31, 2010, 2009 ...) Provision (benefit) for income taxes 2010 $ 88 ...business, and recorded an off-setting tax benefit...benefit...benefit...

  • Page 31
    ...million for the year ended December 31, 2010, $24.0 million for the year ended December 31, 2009, and $12.3 million for the year ended December 31, 2008. Amounts included in net loss, which do not require the use of cash, primarily include stock-based compensation expenses, realized gain/loss on our...

  • Page 32
    ...2010. If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses...headquarters office and offices...benefits at December 31, 2010... requirements for...2010 the FASB issued ASU No. 2010...2010-06 is effective for interim and annual reporting...

  • Page 33
    ... of discounts of our portfolio was approximately 0.64% at December 31, 2010 and 2.46% at December 31, 2009. A decline in interest rates over time would reduce our interest income from our investments. A decrease in interest rates of 100 basis points would cause a corresponding decrease in our annual...

  • Page 34
    ...ARS. We may similarly be required to record other-than-temporary ...events could cause us to lose part or all of our investment in these securities. As of December 31, 2010, we had... into U.S. dollars for financial reporting purposes, currency fluctuations may have ...Corporation, all rights reserved.

  • Page 35
    ... Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ...Support.com, Inc.'s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated...

  • Page 36
    ...thousands except share and per share data) December 31, 2010 2009 TSSETS Current assets: Cash and...technology, net Goodwill Intangible assets, net Other assets Total assets LITBILITIES TND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable Accrued compensation... Corporation, all rights reserved.

  • Page 37
    ...thousands except per share data) Year Ended December 31...19,106) (0.69) 0.28 (0.41) 46,098 2010 Revenue: Services Software and other Total revenue Costs of revenue: Cost of...cost of revenue Gross profit (loss) Operating expenses...Income tax provision (benefit) Loss from ...Corporation, all rights reserved.

  • Page 38
    ...compensation expense Issuance of common stock upon exercise of stock options for cash Issuance of common stock under employee...compensation expense Issuance of common stock upon exercise of stock options for cash Balances at December 31, 2010...copyright of Issuer Direct Corporation, all rights reserved.

  • Page 39
    ...106) 2010 Operating ...compensation expense Amortization of premiums and discounts on marketable securities Amortization of intangible assets Amortization of purchased technology...technology Acquisition of business, net of cash acquired...period Supplemental schedule of ...Corporation, all rights reserved.

  • Page 40
    ...digital home and small business. Our premium services and software products install, set-up, connect, repair and protect personal computers and related...Xeriton, Inc., we added software tools marketed under the Sammsoft brand to our Consumer business. As a result of the sale of the Enterprise business...

  • Page 41
    ... our credit evaluation process and reasonably short... generally do not require collateral. We make...upon a specific review of all ... market funds, commercial paper, corporate and municipal bonds and auction...reported as interest income and other in our consolidated statements of operations. On June 30, 2010...

  • Page 42
    ...and it will not be required to sell the security before the recovery of its amortized cost basis. At December 31, 2010 and 2009, the fair value... fund Certificates of deposit Agency bonds Commercial paper Corporate bonds Corporate notes U.S. government agency securities Auction-rate securities(1)...

  • Page 43
    ...our ARS at December 31, 2010 reflects an unrealized loss of $127,000, entirely related to securities classified as available-for-sale. Fair value for non-UBS ARS, classified as available-for sale, was based on a discounted cash flow valuation that takes into account a number of factors including the...

  • Page 44
    ...required...events could cause us to ...Ts of December 31, 2010 Description Commercial Paper Corporate Bonds Corporate Notes Treasuries Auction-rate securities...) Auction-Rate Security Put Option In November 2008, we signed a Rights Agreement with UBS concerning the disposition of our ...on a discounted cash ...

  • Page 45
    ...for leasehold improvements. Repairs and maintenance costs...Xeriton on December 7, 2009. We assess the impairment of goodwill annually...step process required by ASC 350, Intangibles - Goodwill and Other. In the first step, we compare the carrying amount of the reporting.... The review considers facts...

  • Page 46
    ...-from-home Personal Technology Experts who utilize our proprietary technology to deliver the services. We provide services to consumers and small business, either through our channel partners (which include brick and mortar and online retailers, anti-virus providers, PC/consumer electronics ("PC/CE...

  • Page 47
    ...process, technological...Technology...acquired purchased technology for $350,000 and recorded amortization expense related to this technology of $83,000 and $41,000 in 2010... and 2009. There were no costs capitalized in 2008. In addition, in 2010...2010...number... 2010 ...2010...

  • Page 48
    ... limitations require that on any date the compensation cost recognized is at least equal to the portion of the grant-date fair value of the award that is vested at that date. Risk-free Interest Rate: We base our risk-free interest rate upon the yield currently available on US Treasury zero coupon...

  • Page 49
    ...$ 1.12 $ Employee Stocs Purchase Plan 2010 2009 2008 n/a n/a 1.5% n/a n/a 0.5 n/a n/a 53.1% n/a n/a 0% n/a n/a $ 1.08 2010 Risk-free interest rate Expected ...sale of the Enterprise business, there was a purchase made through the Purchase Plan and the related stock compensation expense for the year...

  • Page 50
    ... partner, but is generally between 5-10 days. For referral programs...2010 and 2009, we have not been required... be corroborated by observable market data for substantially the full term ... 2010 and 2009 (in thousands): As of December 31, 2010 Money market funds Commercial paper Corporate bonds Corporate ...

  • Page 51
    ...31, 2010 and ...2010 and 2009 (in thousands): Year Ended December 31, 2010... 2010 and... Enterprise business to ...Business. Revenue from customers located... outside the United States was approximately $302,000, $274,000, and $579,000 for the years ended December 31, 2010...2010 Americas Europe and Asia ...

  • Page 52
    ...the transfers between Levels 1, 2, and 3. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. This update...of our Enterprise business to Consona Corporation. We have retained all assets and liabilities associated with our Consumer business and intend to...

  • Page 53
    ...to provision true-ups, and federal tax true-up on the Enterprise business sold to Consona Corporation. Note 3. Business Combination Xeriton, Inc. On December 7, 2009, we signed an Asset Purchase Agreement ("APA") to acquire substantially all of the assets of privately-held consumer software provider...

  • Page 54
    ... certain key YTO employees in our Consumer business segment. These key employees signed non-compete agreements restricting their ability to attain competing employment outside Support.com for two years after the Acquisition. In addition, we placed value on YTO's referral partner relationships and...

  • Page 55
    ...,000 in 2009, including amortization from the YTO acquisition of $143,000 and amortization from the Xeriton acquisition of $34,000. In December 2006, we acquired the use of a toll-free telephone number for cash consideration of $250,000. This asset has an indefinite useful life. The intangible asset...

  • Page 56
    ...summarizes the components of purchased technology (in thousands): Ts of December 31, Ts of December 31, 2010 2009 $ 350 $ 350...headquarters office facility located in Redwood City, California. The lease commenced on January 1, 2007 and ends on July 31, 2012. The annual...Corporation, all rights reserved.

  • Page 57
    ... 2010, minimum payments due under all noncancelable lease agreements (including for offices that have been impaired) were as follows (in thousands): Operating Leases $ 1,049 557 $ 1,606 Years ending December 31, 2011 2012 Total minimum lease and principal payments Tax contingencies We are required...

  • Page 58
    ... pay through 2011. In the second quarter of 2009, we implemented a reduction in our workforce in order to align our ongoing cost structure with the scale of our revenue following the sale of our Enterprise business. We reduced our workforce by 23 employees, or approximately 19% of our non-technology...

  • Page 59
    ...schedule for the new options granted in the exchange. Eligible Options were exchanged for an equivalent number...calculate the incremental stock compensation expense related to the...2010 Equity and Performance Incentive Plan (the "2010 Plan"), effective as of February 8, 2010. Under this Plan, the number...

  • Page 60
    ...At December 31, 2010, there was $6.4 million of unrecognized compensation cost related to existing options outstanding which is expected to be recognized over a weighted average period of 2.4 years. Employee Stock Purchase Plan In the second quarter of 2009 we sold our Enterprise business to Consona...

  • Page 61
    ...) (18) 2010 Current: Federal ...Years Ended December 31, 2010 2009 2008 (6,283) ...compensation...reporting purposes and the amounts used for income tax purposes. The Company's India...2010...review of both the positive and negative evidence, which includes our historical operating performance, reported...India...

  • Page 62
    ... to substantial annual limitation due ...business, and recorded an offsetting tax benefit of $4.9 million in continuing operations. For the year ended December 31, 2010, the Company recorded a tax benefit...requires that any liability created for unrecognized tax benefits be disclosed. The application...

  • Page 63
    ... Ended Jun. 30, Sept. 30, 2010 2010 (in thousands, except per share data) Mar. 31, 2010 Statements of Operations Data: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses: Research and...

  • Page 64
    ... an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures as defined under Exchange...

  • Page 65
    ... in their report, which is included herein. /s/ Joshua Pickus Joshua Pickus Chief Executive Officer and President /s/ Shelly Schaffer Shelly Schaffer Chief Financial Officer and Executive Vice President of Finance and Administration 64 EDGAR Stream is a copyright of Issuer Direct Corporation, all...

  • Page 66
    ...require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting...reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting...reporting...31, 2010 and ... 2010, and our report dated...

  • Page 67
    ...person who requests it by writing to the address or telephoning the number indicated under "SEC Filings and other Available Information" on page 8. We will disclose on our web site amendments to or waivers from our Code of Ethics and Business Conduct applicable to our directors or executive officers...

  • Page 68
    Table of Contents Securities Tuthorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information Ts of December 31, 2010 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) 4,885,245...

  • Page 69
    ... to Exhibit 10.9 of Support.com's annual report on Form 10-K filed on March 11, 2009). Employment Offer Letter dated as of April 20, 2010, by and between the Registrant and Timothy Krozek. Support.com, Inc. Executive Incentive Compensation Incentive Plan (incorporated by reference to Exhibit...

  • Page 70
    ... Financial Statement Schedules. No schedules have been filed because the information required to be set forth therein is not applicable or is shown in the financial statements or related notes included as part of this report. 69 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights...

  • Page 71
    ...duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 11th day of March, 2011. SUPPORT.COM, INC. By: /s/ Joshua Pickus Joshua Pickus Chief Executive Officer and President POWER OF TTTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose...

  • Page 72
    ... to Exhibit 10.9 of Support.com's annual report on Form 10-K filed on March 11, 2009). Employment Offer Letter dated as of April 20, 2010, by and between the Registrant and Timothy Krozek. Support.com, Inc. Executive Incentive Compensation Incentive Plan (incorporated by reference to Exhibit...

  • Page 73
    ... Financial Statement Schedules. _____ No schedules have been filed because the information required to be set forth therein is not applicable or is shown in the financial statements or related notes included as part of this report. 72 EDGAR Stream is a copyright of Issuer Direct Corporation, all...

  • Page 74
    ..., Business Development reporting to our Chief Executive Officer, Josh Pickus, with a start date no later than April 20, 2010. As is our standard procedure, this offer is contingent upon the completion of a satisfactory background check. The offer will include an annual equivalent base salary of...

  • Page 75
    ... duty to the Company; (c) unreasonably refused to perform the good faith and lawful instructions of the Chief Executive Officer (d) engaged in willful misconduct or gross negligence; (e) willfully breached the Employment, Confidential Information and Invention Assignment Agreement; or (f) made any...

  • Page 76
    ... abide by the Company's rules and regulations. You are expected to comply with the Employment, Confidential Information and Invention Assignment Agreement (the "Employee NDA") you previously executed that requires, among other provisions, the assignment of patent rights to any invention made during...

  • Page 77
    ... President and Chief Executive Officer By signing this Letter, I hereby accept, acknowledge and agree to the terms and conditions as stated above. On this_____day of March, 2010 _____ Tim Krozek Address: _____ Phone: _____ 4 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights...

  • Page 78
    ... Managers and above, subject to the annual review and approval of Company management. Employees who participate in a Company sales compensation program are not eligible for the Plan. Eligibility is not automatic. A participant must be nominated by their supervisor with concurrence of the next level...

  • Page 79
    ...by quarter, semi-annually or annually. The Company ... financial goals, if applicable, that consist of ...Cost of Goods Sold (COGS...business overachievement determined by the Company. Over-achievement may be capped in an amount determined by the Company in its discretion. Eligible employees must be employed...

  • Page 80
    ... award. The Company may make exceptions to this requirement in the event of an employee's death or disability, as determined by the Company in its sole discretion. Eligible employees who terminate employment for any reason after the end of the applicable quarter will be entitled to full payment of...

  • Page 81
    ...check less applicable taxes pursuant to the Company's normal payroll policies and procedures, after the quarterly corporate performance results are available and certified by the Board of Directors and employee...as required by federal, state and/or local laws. The existence of, or an employee's ...

  • Page 82
    ... at 1900 Seaport Boulevard, Redwood City, CA 94063, and its subsidiaries (collectively, "Support.com"), and Office Depot, Inc., a Delaware corporation having its principal place of business at 6600 Military Trail, Boca Raton, FL 33496 ("Office Depot"). This Amendment Number 5 shall be effective as...

  • Page 83
    ... forth in Amendment Number 3 to the Agreement is hereby deleted in its entirety, and replaced by the following: Subscription Renewal Revenue Share and Payment. All service subscription renewals executed by Support.com on behalf of Office Depot Tech Depot ("Office Depot Subscription Renewals") shall...

  • Page 84
    ... for good reason (being one of the two following reasons: either (a) a material reduction in the annual rate of your on target earnings by the Company, without your written consent; or (b) a material change in the geographic location of your place of employment without your written consent, with...

  • Page 85
    ...still in office at the time of the election or nomination; or (ii) Any "person" (as...person resulting solely from a reduction in the aggregate number ...term "person" shall not include an employee benefit plan ... the Stock Option Agreement and the 2010 Equity and Performance Incentive Plan, which...

  • Page 86
    ... Support.com Gift Cards, Inc. SDC Software, Inc. Foreign Subsidiaries SupportSoft Belgium BVBA SDC Services Canada Inc. SupportSoft GmbH Support.com India Pvt Ltd Support.com Limited Belgium Canada Germany India UK EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

  • Page 87
    ... effectiveness of internal control over financial reporting of Support.com, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2010. /s/ ERNST & YOUNG LLP Palo Alto, California March 11, 2011 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

  • Page 88
    EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER SECTION 302 CERTIFICTTION I, Joshua Pickus, certify that: 1. I have reviewed this annual report on Form 10-K of Support.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact ...

  • Page 89
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ Shelly Schaffer Shelly Schaffer Chief Financial Officer and Executive Vice President of Finance and Tdministration Date: March 11...

  • Page 90
    ... Chief Executive Officer of Support.com, Inc. (the "Company"), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2010 (the "Report"), fully...

  • Page 91
    ..., (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2010 (the "Report"), fully complies with the requirements of section 13... Officer and Executive Vice President of Finance and Tdministration Date: March 11, 2011 A signed original of this written statement required by...