Good day, ladies and gentlemen, and welcome to the second quarter 2008 SupportSoft Earnings Call. My name is Marsha, and I will be your coordinator today's call. At this time, all participants are in a listen-only mode. (Operator Instructions). As a reminder, this conference is being recorded for replay purposes. I would now like to turn the call over to Anne-Marie Eileraas, General Counsel. Please proceed.

Thank you, Marsha, and good afternoon. This is Anne-Marie Eileraas, General Counsel of SupportSoft. Joining me here in Redwood City are Josh Pickus, our Chief Executive Officer and Shelly Schaffer, our Chief Financial Officer. Before we begin, I would like to remind everyone that our remarks today will include forward-looking statements about our financial results and other matters. There are a number of risks and uncertainties that could cause our actual results to differ materially from expectations. These risks are detailed in today's press release and in the reports we filed with the SEC, all of which can be found through the Investor Relations page of our website. I would also like to point out we will present certain non-GAAP information on this call. The reconciliation of GAAP to non-GAAP financial measures is included with today's press release and is available on our Investor Relations web page. The statements we will make in this conference call are based on information we know as of today and we assume no obligation to update any of those statements. With that, I will turn it over to Shelly.

Thanks, Anne-Marie. I am going to cover financial highlights and then turn it over to Josh for color on the business as well as guidance. As a reminder, we implemented segment reporting in Q1 of 2008. Our Enterprise segment is an established business that we are operating to maintain profitability. While our Consumer segment is a new business, in which we are investing for growth. Total Q2 revenue for the quarter was $11.6 million at the low end of our guidance range, while non-GAAP net loss per share was $0.06, significantly better than our guidance. The revenue performance is a composite of three things; a modest decrease in Enterprise revenue relative to Q1, a reduction in support.com revenue following our decision to shrink marketing expenditures there while concentrating on partner rollouts, and substantial growth in our partner revenue. The EPS performance reflects the reduced support.com marketing spends as well as disciplined enterprise cost control. In the Enterprise segment, revenue of $10.7 million was down approximately $200,000 from Q1. We do not ascribe any significance to this delta. Approximately two-thirds of the license revenue in Q2 came from corporate customers using our software to support employee desktops, with the balance from digital service providers using our software to improve support for their customers and subscribers. In our Consumer segment, revenue of $891,000 represents an increase of 27%, as compared to Q1. The majority of our Consumer revenue was driven by several of our partners, and we continue to expect that partnerships will deliver most of the Consumer revenue for this year. From a spending perspective, Consumer cost of goods increased over the first quarter as a result of the addition of work from home agents, and the associated training and on boarding expenses. Sales and marketing was down approximately $700,000 from…

Thanks, Shelly. Q2 was a solid quarter in which we laid important groundwork for the future. Our Enterprise segment delivered a second consecutive quarter of profitability, while our Consumer segment grew revenue 27% sequentially, added new partners, and strengthened operations. In Enterprise, as Shelly noted, approximately two-thirds of the license revenue came from customers using our software to provide support for employee desktops. This contrasts with the first quarter when licensed revenue came primarily from digital service providers, using our software to improve support for subscribers. The diversity in our customer base provides a measure of protection against excessive reliance on any one sector and is one of the strengths of our Enterprise business. The largest transaction in the quarter occurred with the outsourcing division of Lockheed Martin for use in a health desk consolidation project at a government agency. This transaction adds Lockheed Martin to the growing list of outsourcers who rely on our software to fulfill the cost and quality commitments they make to their customers around desktop support. New customer licenses in the quarter included telecommunications firms in the Philippines, Cyprus, and the United Arab Emirates. As the communications infrastructure in Asia and the Middle East matures, demands for customer service increase driving demand for our solutions. Services activity was consistent with Q1, and it included important projects for Dell, EDS, GM, AT&T, Quest, Time Warner Cable, Belgacom, IBM, Telefonica, and (inaudible). Outside the normal course of business, many investors have asked about the effect of Alcatel's acquisition of our competitor Motive. The short answer is that we do not expect it to have a material effect on our Enterprise business. The reasoning behind the answer is that Motive and Alcatel have had a long-standing partnership, and we have been competing against the combined entity for quite…

(Operator Instruction). Your first question comes from the line of Jon Maietta from Needham & Company. You may proceed. Jon Maietta - Needham & Company: Thanks very much. Josh, I was wondering if you could help us with the partners that you signed pilots with the two retailers. Could you help us in terms of maybe number of stores, some metrics to help us kind of gauge size?

Sure. What I can tell you is that both of them sell more PCs than Office Depot does, so we think that they are meaningful. I don't want to provide any more color, that would allow them to be identified, because both partners have indicated to us pretty plainly that until we're in market they don't want it discussed, but we do see both of them in terms of their potential as being major opportunities. Jon Maietta - Needham & Company: Got you. That's helpful. Okay. And then you had mentioned significantly increase in the number of at home agents. Could you help us there, are you looking for double the number of agents or --?

I don't know if we'll quite get to double, but we do think the increase will be substantial. There are two things going on. One is the Office Depot rollout is continuing, and those volumes are going up quite significantly, so there is a substantial amount of addition that we need to do for that. In addition, the two pilots require staffing, and there are a number of things that were not quite announceable today, that could require us to staff up. So I don't want to give a specific number other than to say we do expect a meaningful increase from where we are today over the course of this quarter. Jon Maietta - Needham & Company: Okay. And then just the final question. Given that it is a challenging economic environment, could you talk about maybe the economy's impact on the Enterprise business, could you just talk about expecting consistent performance in Q3, but any change in pipeline activity or anything like that on the Enterprise side?

I'm pleased to say that, so far this year, we really haven't seen it. Q2 was not a particularly non-linear quarter. In fact, it was a little bit better in terms of linearity than were used to. Q3 has started off with some important business done early in the quarter. So there's always risk in a business that depends on perpetual license, but we're not seeing any degradation, and I can't really comment on the future because, as you well know, it's a pretty changing environment out there, but so far, so good. Jon Maietta - Needham & Company: Thanks very much.

(Operator Instructions). Your next question comes from the line of Stephen Silk of Silk & Sons. Stephen Silk - Silk & Sons: Good afternoon. Along the lines of Dell's announcement to offer [tight help] within Wal-Mart, you used to have somewhat of a software alliance with Dell, was there an opportunity to get into Wal-Mart or is there an opportunity to be involved and part of that?

The short answer to that is, yes. There definitely is an opportunity. As you know, we've historically worked with Dell on the Enterprise side, and we have quite an extensive software relationship. We have begun very recently to work with them on the Consumer side, and they are very serious about both selling consumers in retail and about providing services related to the PCs at retail. We're encouraged by our progress there. We don't have anything definitive to report, but we definitely have an opportunity to participate with them as they roll out their retail services strategy. Stephen Silk - Silk & Sons: Okay. Now, just trying to figure out, you said there was a decrease in revenue from support.com area, as you've scaled back your marketing. And so in that overall area, you had 27% growth. But could you talk about what was the real growth as far as the -- what's left to that really, the Office people or type situations that seem to be the future?

Sure. The answer there is that two things were going on in Consumer revenue. The direct revenue, support.com revenue was down, because that's very directly related to how much we spend on advertising, and we spend a lot less money, meaningfully less money on advertising, because we can only spend so much within the guidelines we've got and we're focusing on partners right now. So you've had a meaningful decrease in support.com. And then on the other end, you had very significant growth in the partner channel. So the overall partner revenue growth was much higher than the growth that we showed in Consumer overall, but it was mitigated to some degree by that decrease in support.com. We think support.com is kind of where it is and it's going to be for a little while, and so we don't think we're going to have that offset charging forward. So that's how you understand the different elements of the Consumer revenue. Stephen Silk - Silk & Sons: And then finally, I was just trying to get an idea or your opinion. When we will get to the point where the growth in the Consumer area is going to outweigh the amount needed to spend, to get it, the increase in spending to step up? And then, do you see a hockey stick period, where we can really see material growth, so that it becomes a profitable division quickly, or it's going to be a slow line process?

Well, let tell you how we think about that. First of all, there is no confusion here that in the end what we’re trying to build is a very profitable business. The challenge we've got right now is there is so much opportunity out there that I think it would be foolish not to seize it, and seizing it always requires us to invest in advance of getting meaningful revenue. We're trying to over perform on every opportunity that we have. So I do think that we're going into a period where what we're going to have is about very interesting revenue growth and considerable cost growth. I'm not at a point where I can you tell you here is where it's going to flip and things are going to really begin generating meaningful profits, because if I give you an answer today day and three more pilots show up, then I'm going to be wrong and I just don't think it's helpful to do that. So we're very focused on designing our programs so that they will make money over the long run. We do a considerable amount of analytical work before we get into one of these arrangements to make sure that, at scale, it can be profitable in an interesting way, but there are so many different pieces of the business moving around right now, it's not possible for me to give you a very helpful timeline or when that will switch over. Stephen Silk - Silk & Sons: Okay. That's all I have. Thank you very much.

Your next question comes from the line Chad Bennett from Northland Securities. You may proceed.

Hey, Josh, it's actually Bill Swanson, pinch hitting here for Chad, as he has got the three calls going on here at the same time. The question I have is, I think you indicated that your expected license revenue on the Enterprise side to be flat sequentially, is that what was kind of conveyed?

I think what we've said is, a little bit more generally, we think that overall Enterprise revenue is going to be very consistent in Q3 with Q2. So it's more a common about the overall revenue than any particular elements of it.

Okay. And then specifically, on license, would you expect that to be flat, down, or what do you expect from license?

I think Enterprise will be relatively consistent with what we've got. And as I said, we did make some progress early in the quarter that's encouraging, but we’ve still got work to do. We have the coverage to get where we need to get and we need to convert those opportunities.

Okay. And then as we go into Q4 historically, there has been a little bit of a seasonal uptake in license for Q4. Should we still look at the business our way or should we look at it as the way you're describing: kind of similar on a quarter-to-quarter basis?

What we talked about for this year is really trying to deliver a consistency in that business, and make it profitable across the year. It's certainly possible that we see that object, but with the economy the way of it is, I'm not going to get more than one quarter ahead. And I think our story, which we're sticking pretty strongly to, is to maintain the profitability in that business. And if we can offer upside, we'll be delighted to do that.

Right. Okay. And then just switching gears, I would ask people. They outlined that the actual rollout they talked about on their conference calls going to 1272 stores by the end of the third quarter. They also indicated that they would expand international locations in the UK, France and Germany. Can you give us some sense that, are you part of the international program as well, and how you kind of see that fitting into your game plan?

Sure. As I have indicated before, I think there are a lot of different opportunities at OD, and at any of these major retailers beyond just what we are doing now in North American retail. International is a key one. OfficeDepot.com and their business services division is another one. Leasing programs are another one. We don't have any official right to any of those programs, but we are obviously having conversations with them about all of them. With international in particular, those discussions are going on right now and it is certainly possible, but not certain, that we would be part of that. I think we've done a good job for them. They have indicated that they are really pleased with how it's going and I think that gives us some credibility, but we got to make that happen before we can count it.

All right. Okay. Now when you look at the landscape as far as the pipeline goes, we've seen all of a sudden the international market start to drop, and other people getting into this type of business. So when you look at the pipelines in Europe, are you seeing more opportunities there now than you were, say, six months ago, or is it the same, or can you give us a little color there?

Sure. We see more opportunities both in Europe and in the US or North America. This market is clearly expanding. I mentioned two or three examples in my prepared remarks. But even just today, Target announced that they're going to start offering installation services on TVs, that's a CE device not a PC, but still an interesting fact. And there was an article in the journal about how a number of the clone companies want to offer premium technology services. So, we're seeing pipeline in both maturation and growth on both sides of the Atlantic, and it just feels to us like this market is getting more real all the time.

Right. We've seen the announcement that actually the company that's doing, what I am going to say, I believe Minneapolis-based private company, so they're definitely moving in that direction. Okay. Listen I'll jump offline and get back in the queue. Thank you very much.

Your next question comes from the line of Shawn Boyd from Westcliff Capital Management. You may proceed.

Hi, Josh. Hi, Shelly.

Hi.

Just coming in on a couple of different points here if I may. Josh, I have been a little bit late, but did you speak to the rollout on the service cards, and if so, can you just tell us at what stage that might be in?

Sure. We didn't talk about that. We launched the service cards with OD last quarter. I would say the experience there was very middling. It's definitely a different experience than when you got the full tech bench and the full associate training in there, so they were not as productive. And we didn't expect they'd be as productive as the full stores. We are seeing some improvements in that. And most interestingly, it seems like the combination is, when you got the tech bench and the service cards that you see improvement in both. That seems to be, so far at least, the formula that's most successful.

Okay. And just to put some numbers around that, if you do have in one store tech bench and the service card. Can you just tell us what that looks like from, maybe, attach rate perspective versus the tech bench without the service cards?

Well, the simple answer is that the attach rates are better, because you're getting the incremental services attached associated with the service cards. The more important differences seem to be that the service cards are more break fix oriented and less attachment oriented. In other words, people are more likely to say, hey I've got a problem with my computer and I'm going to buy a service card, go home and get it fix that way, whereas the attached services are heavily oriented towards on buying a PC or a router or something like that and get a service associated with that. So they seem to be a little different in the types of services that get delivered under the net. That’s sort of their early indication.

Got it. Helpful. And on the full rollout here, can we just speak to the way this is progress for a second. So, you've given us the quarter end number, if you take a simple average here of Q1, Q2 and put this around 240, 243 stores, is that fair, was it a linear roll out or was it more related toward to the back-end? And then also can you just give us a rough number that gives us the average for the first quarter?

Here's what I'd say. It hasn't been something that you could do on a linear way, because, for example, they have taken some periods off where they are concentrating their spending in other areas and wanting to make sure that their cash use is very much within projections. So, to-date, it's been difficult to sort of give you a per month stuff. What I would say now is that they seem increasingly focused on getting the entire chain ruled out, and their CEO did say on a call, I think just this week, that they want to get all the way through the rollout this quarter. We are making projections on more conservative store counts just because these things always take a while, but the sense I have is that this program has been fully embraced and that they are really after it and that you are going to see a quite a few stores coming online this quarter.

Got it. I think picked up that comment as well. So is that comes to as expected as they would hope, that's literally over 1200 stores at the end of September 30th?

Yeah. If that happen that would be exactly right.

And perhaps and your more conservative thought even in worse case scenario, you are still talking over 1200 stores by say at the end of fourth quarter?

Yeah. We've been clear since the beginning and I think they are too. The plan is to roll the full North American base in 2008, their recent comments seem to indicate a desire to get back done sooner. We are always going to be a little bit more conservative because we don't control the labors. But there is a real intensity about making this program work as it's clearly a bright spot for them, and we're obviously encouraged to see that. It's also important to remember that there is rolling a store out, which fundamentally means that tech bench is in, the Internet connection is working, the store associates have been trained and productivity out of that store is obviously a ramp time where people come up the curve. So, there is both the question of when the stores get rolled out and when they become productive? We have given up trying to be completely precise about that, but certainly the trend is in a positive direction.

Got it. Okay. And last one, I'll jump back in the queue. But the different additional potential rollout here. You mentioned international, obviously for the comp leasing programs. Can you maybe prioritize and just help us in terms of magnitude on those compared to domestic opportunity with this partner?

Shares what I'd say about them all. Office Depot is primarily a North American chain, so they don't have another 1200 stores abroad. They do have a meaningful but smaller population over there. So that's one factor there. OfficeDepot.com is a very productive channel for them. We would have to see how it works for this kind of stuff, so that's a little hard to predict, and leasing is just nil. And so, I don't really have a basis yet to project any of that. What I could say, I think overall, is that they're all very interesting opportunities for us. They would add in a meaningful way to the North American opportunity, and while we don't have any right to them, or we would work hard to participate in any and all of them, and they would further grow what the potential of OD as a partner is for us.

Okay. Very good. And just as a follow-up to that. Can you remind us of the capital commitment that OD has undertaken for this initial rollout and any thoughts as to what it would be for the other two partners that you just announced yesterday?

We've never given a specific number for OD's capital spending because they consider that on a program basis proprietary. It's not an insignificant number is what I would say. And I would say that they're making a very big commitment to this program. You can imagine programs where you never put kiosks in stores and you do this entirely with service cards. That kind of a program would obviously have a dramatically lower cost from a capital perspective. So there's going to be a lot of variation in how these retailers do things, particularly when you factor in that some of the retailers may work with us and another party, and the other party maybe involved in financing them. It's a little bit hard yet to give a number to say, a retailer needs to spend x to roll this out. But I can say that the way OD has done it is a meaningful capital commitment on their part.

Got it. Okay. Thanks, Josh, and congrats to everyone at the company on the progress here.

Thank you.

Thank you.

We have no further questions at this time. I would now like to turn it back over to management.

Okay. Thank you very much for dialing in, particularly on a busy conference call day. And we look forward to talking to you next quarter. Bye, bye.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Good day.