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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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Delaware
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20-1677033
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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FINANCIAL STATEMENTS (unaudited)
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Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015
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Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015
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Unaudited Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2016 and 2015
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Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
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Notes to Unaudited Consolidated Financial Statements
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Item 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 4.
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CONTROLS AND PROCEDURES
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PART II. OTHER INFORMATION
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Item 1.
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LEGAL PROCEEDINGS
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Item 1A.
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RISK FACTORS
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Item 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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Item 3.
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DEFAULTS UPON SENIOR SECURITIES
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Item 4.
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MINE SAFETY DISCLOSURES
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Item 5.
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OTHER INFORMATION
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Item 6.
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EXHIBITS
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SIGNATURES
|
|
|
|
|
•
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our expectations regarding revenue, costs and expenses;
|
•
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our plans regarding investing in our content delivery network, as well as other products and technologies;
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•
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our beliefs regarding the growth of, and competition within, the content delivery industry;
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•
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our beliefs regarding the growth of our business and how that impacts our liquidity and capital resources requirements;
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•
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the impact of certain new accounting standards and guidance as well as the time and cost of continued compliance with existing rules and standards;
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•
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our plans with respect to investments in marketable securities;
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•
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our expectations regarding litigation and other pending or potential disputes;
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•
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our estimations regarding taxes and belief regarding our tax reserves;
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•
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our beliefs regarding the use of Non-GAAP financial measures;
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•
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our approach to identifying, attracting and keeping new and existing customers, as well as our expectations regarding customer turnover;
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•
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the sufficiency of our sources of funding;
|
•
|
our belief regarding our interest rate risk;
|
•
|
our beliefs regarding inflation risks;
|
•
|
our beliefs regarding expense and productivity of and competition for our sales force; and
|
•
|
our beliefs regarding the significance of our large customers.
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September 30,
2016 |
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December 31,
2015 |
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
74,400
|
|
|
$
|
44,680
|
|
Marketable securities
|
—
|
|
|
28,322
|
|
||
Accounts receivable, net
|
22,859
|
|
|
26,795
|
|
||
Income taxes receivable
|
117
|
|
|
170
|
|
||
Deferred income taxes
|
85
|
|
|
89
|
|
||
Prepaid expenses and other current assets
|
5,347
|
|
|
9,578
|
|
||
Total current assets
|
102,808
|
|
|
109,634
|
|
||
Property and equipment, net
|
29,643
|
|
|
36,143
|
|
||
Marketable securities, less current portion
|
40
|
|
|
40
|
|
||
Deferred income taxes, less current portion
|
1,317
|
|
|
1,252
|
|
||
Goodwill
|
76,437
|
|
|
76,143
|
|
||
Other assets
|
1,848
|
|
|
2,415
|
|
||
Total assets
|
$
|
212,093
|
|
|
$
|
225,627
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,922
|
|
|
$
|
9,137
|
|
Deferred revenue
|
1,400
|
|
|
2,890
|
|
||
Capital lease obligations
|
—
|
|
|
466
|
|
||
Income taxes payable
|
141
|
|
|
204
|
|
||
Provision for litigation
|
18,000
|
|
|
—
|
|
||
Other current liabilities
|
10,828
|
|
|
10,857
|
|
||
Total current liabilities
|
40,291
|
|
|
23,554
|
|
||
Capital lease obligations, less current portion
|
—
|
|
|
1,436
|
|
||
Deferred income taxes
|
148
|
|
|
137
|
|
||
Deferred revenue, less current portion
|
30
|
|
|
92
|
|
||
Provision for litigation, less current portion
|
31,500
|
|
|
—
|
|
||
Other long-term liabilities
|
1,747
|
|
|
2,311
|
|
||
Total liabilities
|
73,716
|
|
|
27,530
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; 7,500 shares authorized; no shares issued
and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 300,000 shares authorized; 105,218 and 102,299 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
105
|
|
|
102
|
|
||
Additional paid-in capital
|
486,574
|
|
|
477,202
|
|
||
Accumulated other comprehensive loss
|
(9,901
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)
|
|
(10,812
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)
|
||
Accumulated deficit
|
(338,401
|
)
|
|
(268,395
|
)
|
||
Total stockholders’ equity
|
138,377
|
|
|
198,097
|
|
||
Total liabilities and stockholders’ equity
|
$
|
212,093
|
|
|
$
|
225,627
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
39,473
|
|
|
$
|
42,049
|
|
|
$
|
124,456
|
|
|
$
|
128,173
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of services (1)
|
18,834
|
|
|
21,502
|
|
|
59,214
|
|
|
64,430
|
|
||||
Depreciation — network
|
4,401
|
|
|
4,636
|
|
|
13,558
|
|
|
13,164
|
|
||||
Total cost of revenue
|
23,235
|
|
|
26,138
|
|
|
72,772
|
|
|
77,594
|
|
||||
Gross profit
|
16,238
|
|
|
15,911
|
|
|
51,684
|
|
|
50,579
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
8,033
|
|
|
6,586
|
|
|
22,082
|
|
|
19,518
|
|
||||
Sales and marketing
|
7,711
|
|
|
9,489
|
|
|
24,730
|
|
|
29,767
|
|
||||
Research and development
|
5,626
|
|
|
7,429
|
|
|
18,241
|
|
|
21,338
|
|
||||
Depreciation and amortization
|
613
|
|
|
648
|
|
|
1,862
|
|
|
1,924
|
|
||||
Provision for litigation
|
—
|
|
|
—
|
|
|
54,000
|
|
|
—
|
|
||||
Total operating expenses
|
21,983
|
|
|
24,152
|
|
|
120,915
|
|
|
72,547
|
|
||||
Operating loss
|
(5,745
|
)
|
|
(8,241
|
)
|
|
(69,231
|
)
|
|
(21,968
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(406
|
)
|
|
—
|
|
|
(865
|
)
|
|
(4
|
)
|
||||
Interest income
|
8
|
|
|
82
|
|
|
22
|
|
|
231
|
|
||||
Other, net
|
151
|
|
|
473
|
|
|
472
|
|
|
2,155
|
|
||||
Total other income (expense)
|
(247
|
)
|
|
555
|
|
|
(371
|
)
|
|
2,382
|
|
||||
Loss before income taxes
|
(5,992
|
)
|
|
(7,686
|
)
|
|
(69,602
|
)
|
|
(19,586
|
)
|
||||
Income tax expense
|
130
|
|
|
76
|
|
|
404
|
|
|
221
|
|
||||
Net loss
|
(6,122
|
)
|
|
(7,762
|
)
|
|
(70,006
|
)
|
|
(19,807
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.06
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used in per share calculation:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
104,860
|
|
|
100,552
|
|
|
103,819
|
|
|
99,676
|
|
(1)
|
Cost of services excludes amortization related to intangibles, including existing technologies, and customer relationships, which are included in depreciation and amortization.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(6,122
|
)
|
|
$
|
(7,762
|
)
|
|
$
|
(70,006
|
)
|
|
$
|
(19,807
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on investments
|
—
|
|
|
15
|
|
|
—
|
|
|
58
|
|
||||
Foreign exchange translation (loss) gain
|
403
|
|
|
(1,132
|
)
|
|
867
|
|
|
(3,184
|
)
|
||||
Other comprehensive gain (loss), net of tax
|
403
|
|
|
(1,117
|
)
|
|
867
|
|
|
(3,126
|
)
|
||||
Comprehensive loss
|
$
|
(5,719
|
)
|
|
$
|
(8,879
|
)
|
|
$
|
(69,139
|
)
|
|
$
|
(22,933
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(70,006
|
)
|
|
$
|
(19,807
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
15,420
|
|
|
15,088
|
|
||
Share-based compensation
|
9,776
|
|
|
9,473
|
|
||
Provision for litigation
|
54,000
|
|
|
—
|
|
||
Foreign currency remeasurement loss (gain)
|
509
|
|
|
(2,083
|
)
|
||
Deferred income taxes
|
(25
|
)
|
|
(21
|
)
|
||
Gain on sale of property and equipment
|
(296
|
)
|
|
—
|
|
||
Accounts receivable charges
|
36
|
|
|
738
|
|
||
Amortization of premium on marketable securities
|
19
|
|
|
152
|
|
||
Realized loss on sale of marketable securities
|
32
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,901
|
|
|
(5,267
|
)
|
||
Prepaid expenses and other current assets
|
4,333
|
|
|
296
|
|
||
Income taxes receivable
|
54
|
|
|
35
|
|
||
Other assets
|
558
|
|
|
1,587
|
|
||
Accounts payable and other current liabilities
|
(670
|
)
|
|
510
|
|
||
Deferred revenue
|
(1,552
|
)
|
|
(251
|
)
|
||
Income taxes payable
|
(76
|
)
|
|
(78
|
)
|
||
Provision for litigation
|
(4,500
|
)
|
|
—
|
|
||
Other long term liabilities
|
(550
|
)
|
|
(669
|
)
|
||
Net cash provided by (used in) operating activities
|
10,963
|
|
|
(297
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of marketable securities
|
—
|
|
|
(16,820
|
)
|
||
Sale and maturities of marketable securities
|
28,315
|
|
|
16,920
|
|
||
Purchases of property and equipment
|
(4,666
|
)
|
|
(20,754
|
)
|
||
Net cash provided by (used in) investing activities
|
23,649
|
|
|
(20,654
|
)
|
||
Financing activities
|
|
|
|
||||
Principal payments on capital lease obligations
|
(4,685
|
)
|
|
(358
|
)
|
||
Payments of employee tax withholdings related to restricted stock vesting
|
(1,306
|
)
|
|
(2,279
|
)
|
||
Cash paid for purchase of common stock
|
—
|
|
|
(957
|
)
|
||
Proceeds from employee stock plans
|
904
|
|
|
2,731
|
|
||
Net cash used in financing activities
|
(5,087
|
)
|
|
(863
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
195
|
|
|
(501
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
29,720
|
|
|
(22,315
|
)
|
||
Cash and cash equivalents, beginning of period
|
44,680
|
|
|
57,767
|
|
||
Cash and cash equivalents, end of period
|
$
|
74,400
|
|
|
$
|
35,452
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
682
|
|
|
$
|
4
|
|
Cash paid during the period for income taxes, net of refunds
|
$
|
457
|
|
|
$
|
390
|
|
Property and equipment acquired through capital leases
|
$
|
2,659
|
|
|
$
|
—
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Certificate of deposits
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year and through five years
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Certificate of deposit
|
$
|
12,480
|
|
|
$
|
1
|
|
|
$
|
17
|
|
|
$
|
12,464
|
|
Corporate notes and bonds
|
15,940
|
|
|
2
|
|
|
44
|
|
|
15,898
|
|
||||
Total marketable securities
|
$
|
28,420
|
|
|
$
|
3
|
|
|
$
|
61
|
|
|
$
|
28,362
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
18,075
|
|
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
18,065
|
|
Due after one year and through five years
|
10,345
|
|
|
1
|
|
|
49
|
|
|
10,297
|
|
||||
|
$
|
28,420
|
|
|
$
|
3
|
|
|
$
|
61
|
|
|
$
|
28,362
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Accounts receivable
|
$
|
24,138
|
|
|
$
|
28,599
|
|
Less: credit allowance
|
(270
|
)
|
|
(460
|
)
|
||
Less: allowance for doubtful accounts
|
(1,009
|
)
|
|
(1,344
|
)
|
||
Total accounts receivable, net
|
$
|
22,859
|
|
|
$
|
26,795
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Prepaid bandwidth and backbone
|
$
|
1,560
|
|
|
$
|
2,417
|
|
VAT receivable
|
1,251
|
|
|
2,720
|
|
||
Prepaid expenses and insurance
|
1,958
|
|
|
3,641
|
|
||
Vendor deposits and other
|
578
|
|
|
800
|
|
||
Total prepaid expenses and other current assets
|
$
|
5,347
|
|
|
$
|
9,578
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Network equipment
|
$
|
112,801
|
|
|
$
|
129,172
|
|
Computer equipment and software
|
10,535
|
|
|
11,408
|
|
||
Furniture and fixtures
|
2,474
|
|
|
2,472
|
|
||
Leasehold improvements
|
5,087
|
|
|
4,976
|
|
||
Other equipment
|
168
|
|
|
166
|
|
||
Total property and equipment
|
131,065
|
|
|
148,194
|
|
||
Less: accumulated depreciation
|
(101,422
|
)
|
|
(112,051
|
)
|
||
Total property and equipment, net
|
$
|
29,643
|
|
|
$
|
36,143
|
|
•
|
sustained decline in our stock price due to a decline in our financial performance due to the loss of key customers, loss of key personnel, emergence of new technologies or new competitors and/or unfavorable outcomes of intellectual property disputes;
|
•
|
decline in overall market or economic conditions leading to a decline in our stock price; and
|
•
|
decline in observed control premiums paid in business combinations involving comparable companies.
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Accrued compensation and benefits
|
$
|
3,710
|
|
|
$
|
4,786
|
|
Accrued cost of revenue
|
2,806
|
|
|
2,698
|
|
||
Deferred rent
|
731
|
|
|
782
|
|
||
Accrued legal fees
|
1,243
|
|
|
143
|
|
||
Other accrued expenses
|
2,338
|
|
|
2,448
|
|
||
Total other current liabilities
|
$
|
10,828
|
|
|
$
|
10,857
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Deferred rent
|
$
|
1,353
|
|
|
$
|
1,907
|
|
Income taxes payable
|
394
|
|
|
404
|
|
||
Total other long term liabilities
|
$
|
1,747
|
|
|
$
|
2,311
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(6,122
|
)
|
|
$
|
(7,762
|
)
|
|
$
|
(70,006
|
)
|
|
$
|
(19,807
|
)
|
Basic and diluted weighted average outstanding shares of
common stock
|
104,860
|
|
|
100,552
|
|
|
103,819
|
|
|
99,676
|
|
||||
Basic and diluted net loss per share:
|
$
|
(0.06
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.20
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Employee stock purchase plan
|
567
|
|
|
504
|
|
|
567
|
|
|
504
|
|
Stock options
|
54
|
|
|
1,333
|
|
|
91
|
|
|
1,843
|
|
Restricted stock units
|
1,015
|
|
|
1,760
|
|
|
713
|
|
|
2,718
|
|
|
1,636
|
|
|
3,597
|
|
|
1,371
|
|
|
5,065
|
|
|
|
|
Unrealized
|
|
|
||||||
|
|
|
Gains (Losses) on
|
|
|
||||||
|
Foreign
|
|
Available for
|
|
|
||||||
|
Currency
|
|
Sale Securities
|
|
Total
|
||||||
Balance, December 31, 2015
|
$
|
(10,768
|
)
|
|
$
|
(44
|
)
|
|
$
|
(10,812
|
)
|
Other comprehensive income before reclassifications
|
867
|
|
|
—
|
|
|
867
|
|
|||
Amounts reclassified from accumulated other comprehensive
loss
|
—
|
|
|
44
|
|
|
44
|
|
|||
Net current period other comprehensive income
|
867
|
|
|
44
|
|
|
911
|
|
|||
Balance, September 30, 2016
|
$
|
(9,901
|
)
|
|
$
|
—
|
|
|
$
|
(9,901
|
)
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Share-based compensation expense by type:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
$
|
812
|
|
|
$
|
952
|
|
|
$
|
2,755
|
|
|
$
|
3,165
|
|
Restricted stock units
|
1,999
|
|
|
1,860
|
|
|
6,467
|
|
|
5,830
|
|
||||
ESPP
|
176
|
|
|
312
|
|
|
554
|
|
|
478
|
|
||||
Total share-based compensation expense
|
$
|
2,987
|
|
|
$
|
3,124
|
|
|
$
|
9,776
|
|
|
$
|
9,473
|
|
Share-based compensation expense included in the consolidated statements of operations:
|
|
|
|
|
|
|
|
||||||||
Cost of services
|
$
|
209
|
|
|
$
|
400
|
|
|
$
|
1,118
|
|
|
$
|
1,484
|
|
General and administrative expense
|
1,616
|
|
|
1,513
|
|
|
5,119
|
|
|
4,395
|
|
||||
Sales and marketing expense
|
641
|
|
|
643
|
|
|
2,016
|
|
|
1,940
|
|
||||
Research and development expense
|
521
|
|
|
568
|
|
|
1,523
|
|
|
1,654
|
|
||||
Total share-based compensation expense
|
$
|
2,987
|
|
|
$
|
3,124
|
|
|
$
|
9,776
|
|
|
$
|
9,473
|
|
Remainder of 2016
|
$
|
913
|
|
2017
|
3,301
|
|
|
2018
|
2,915
|
|
|
2019
|
1,350
|
|
|
2020
|
505
|
|
|
Thereafter
|
413
|
|
|
Total minimum payments
|
$
|
9,397
|
|
Remainder of 2016
|
$
|
9,012
|
|
2017
|
22,854
|
|
|
2018
|
11,518
|
|
|
2019
|
3,135
|
|
|
2020
|
53
|
|
|
Thereafter
|
9
|
|
|
Total minimum payments
|
$
|
46,581
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Americas
|
$
|
24,072
|
|
61.0
|
%
|
|
$
|
24,541
|
|
58.4
|
%
|
|
$
|
74,183
|
|
59.6
|
%
|
|
$
|
78,768
|
|
61.5
|
%
|
EMEA
|
6,912
|
|
17.5
|
%
|
|
7,914
|
|
18.8
|
%
|
|
23,300
|
|
18.7
|
%
|
|
23,490
|
|
18.3
|
%
|
||||
Asia Pacific
|
8,489
|
|
21.5
|
%
|
|
9,594
|
|
22.8
|
%
|
|
26,973
|
|
21.7
|
%
|
|
25,915
|
|
20.2
|
%
|
||||
Total revenue
|
$
|
39,473
|
|
100.0
|
%
|
|
$
|
42,049
|
|
100.0
|
%
|
|
$
|
124,456
|
|
100.0
|
%
|
|
$
|
128,173
|
|
100.0
|
%
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Americas
|
$
|
17,688
|
|
|
$
|
19,692
|
|
International
|
11,955
|
|
|
16,466
|
|
||
Total long-lived assets
|
$
|
29,643
|
|
|
$
|
36,158
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
Total
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (2)
|
$
|
65,763
|
|
|
$
|
65,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificate of deposit (1)
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
65,803
|
|
|
$
|
65,763
|
|
|
$
|
40
|
|
|
$
|
—
|
|
(1)
|
Classified in marketable securities
|
(2)
|
Classified in cash and cash equivalents
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
Description
|
Total
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1) |
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds (2)
|
$
|
725
|
|
|
$
|
725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate notes and bonds (1)
|
15,898
|
|
|
—
|
|
|
15,898
|
|
|
—
|
|
||||
Certificate of deposit (1)
|
12,464
|
|
|
—
|
|
|
12,464
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
29,087
|
|
|
$
|
725
|
|
|
$
|
28,362
|
|
|
$
|
—
|
|
(1)
|
Classified in marketable securities
|
(2)
|
Classified in cash and cash equivalents
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Revenues
|
$
|
39,473
|
|
|
100.0
|
%
|
|
$
|
42,049
|
|
|
100.0
|
%
|
|
$
|
124,456
|
|
|
100.0
|
%
|
|
$
|
128,173
|
|
|
100.0
|
%
|
Cost of revenue
|
23,235
|
|
|
58.9
|
%
|
|
26,138
|
|
|
62.2
|
%
|
|
72,772
|
|
|
58.5
|
%
|
|
77,594
|
|
|
60.5
|
%
|
||||
Gross profit
|
16,238
|
|
|
41.1
|
%
|
|
15,911
|
|
|
37.8
|
%
|
|
51,684
|
|
|
41.5
|
%
|
|
50,579
|
|
|
39.5
|
%
|
||||
Operating expenses
|
21,983
|
|
|
55.7
|
%
|
|
24,152
|
|
|
57.4
|
%
|
|
66,915
|
|
|
53.8
|
%
|
|
72,547
|
|
|
56.6
|
%
|
||||
Provision for litigation
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
54,000
|
|
|
43.4
|
%
|
|
—
|
|
|
—
|
%
|
||||
Operating loss
|
(5,745
|
)
|
|
(14.6
|
)%
|
|
(8,241
|
)
|
|
(19.6
|
)%
|
|
(69,231
|
)
|
|
(55.6
|
)%
|
|
(21,968
|
)
|
|
(17.1
|
)%
|
||||
Total other income (expense)
|
(247
|
)
|
|
(0.6
|
)%
|
|
555
|
|
|
1.3
|
%
|
|
(371
|
)
|
|
(0.3
|
)%
|
|
2,382
|
|
|
1.9
|
%
|
||||
Loss before income taxes
|
(5,992
|
)
|
|
(15.2
|
)%
|
|
(7,686
|
)
|
|
(18.3
|
)%
|
|
(69,602
|
)
|
|
(55.9
|
)%
|
|
(19,586
|
)
|
|
(15.3
|
)%
|
||||
Income tax expense
|
130
|
|
|
0.3
|
%
|
|
76
|
|
|
0.2
|
%
|
|
404
|
|
|
0.3
|
%
|
|
221
|
|
|
0.2
|
%
|
||||
Net loss
|
(6,122
|
)
|
|
(15.5
|
)%
|
|
(7,762
|
)
|
|
(18.5
|
)%
|
|
(70,006
|
)
|
|
(56.2
|
)%
|
|
(19,807
|
)
|
|
(15.5
|
)%
|
•
|
EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
•
|
these measures do not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Non- GAAP net income (loss) and Adjusted EBITDA do not reflect the cash requirements necessary for litigation costs, including provision for litigation and litigation expenses;
|
•
|
these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur;
|
•
|
these measures do not reflect income taxes or the cash requirements for any tax payments;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;
|
•
|
while share-based compensation is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and
|
•
|
other companies may calculate Non-GAAP net income (loss), EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
U.S. GAAP net loss
|
$
|
(6,122
|
)
|
|
$
|
(57,938
|
)
|
|
$
|
(7,762
|
)
|
|
$
|
(70,006
|
)
|
|
$
|
(19,807
|
)
|
Provision for litigation
|
—
|
|
|
54,000
|
|
|
—
|
|
|
54,000
|
|
|
—
|
|
|||||
Share-based compensation
|
2,987
|
|
|
3,293
|
|
|
3,124
|
|
|
9,776
|
|
|
9,473
|
|
|||||
Litigation expenses
|
2,837
|
|
|
1,271
|
|
|
140
|
|
|
5,286
|
|
|
(1,015
|
)
|
|||||
Amortization of intangible assets
|
2
|
|
|
6
|
|
|
203
|
|
|
14
|
|
|
602
|
|
|||||
Non-GAAP net income (loss)
|
$
|
(296
|
)
|
|
$
|
632
|
|
|
$
|
(4,295
|
)
|
|
$
|
(930
|
)
|
|
$
|
(10,747
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
|
Sept. 30,
|
|
June 30,
|
|
Sept. 30,
|
|
Sept. 30,
|
|
Sept. 30,
|
||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
U.S. GAAP net loss
|
$
|
(6,122
|
)
|
|
$
|
(57,938
|
)
|
|
$
|
(7,762
|
)
|
|
$
|
(70,006
|
)
|
|
$
|
(19,807
|
)
|
Depreciation and amortization
|
5,014
|
|
|
5,115
|
|
|
5,284
|
|
|
15,420
|
|
|
15,088
|
|
|||||
Interest expense
|
406
|
|
|
279
|
|
|
—
|
|
|
865
|
|
|
4
|
|
|||||
Interest and other (income) expense
|
(159
|
)
|
|
71
|
|
|
(555
|
)
|
|
(494
|
)
|
|
(2,386
|
)
|
|||||
Income tax expense
|
130
|
|
|
115
|
|
|
76
|
|
|
404
|
|
|
221
|
|
|||||
EBITDA
|
$
|
(731
|
)
|
|
$
|
(52,358
|
)
|
|
$
|
(2,957
|
)
|
|
$
|
(53,811
|
)
|
|
$
|
(6,880
|
)
|
Provision for litigation
|
—
|
|
|
54,000
|
|
|
—
|
|
|
54,000
|
|
|
—
|
|
|||||
Share-based compensation
|
2,987
|
|
|
3,293
|
|
|
3,124
|
|
|
9,776
|
|
|
9,473
|
|
|||||
Litigation expenses
|
2,837
|
|
|
1,271
|
|
|
140
|
|
|
5,286
|
|
|
(1,015
|
)
|
|||||
Adjusted EBITDA
|
$
|
5,093
|
|
|
$
|
6,206
|
|
|
$
|
307
|
|
|
$
|
15,251
|
|
|
$
|
1,578
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
|
|
|
|
$
|
|
%
|
|
|
|
|
|
$
|
|
%
|
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||||||||
Revenue
|
$
|
39,473
|
|
|
$
|
42,049
|
|
|
$
|
(2,576
|
)
|
|
(6.1
|
)%
|
|
$
|
124,456
|
|
|
$
|
128,173
|
|
|
$
|
(3,717
|
)
|
|
(2.9
|
)%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Americas
|
$
|
24,072
|
|
61.0
|
%
|
|
$
|
24,541
|
|
58.4
|
%
|
|
$
|
74,183
|
|
59.6
|
%
|
|
$
|
78,768
|
|
61.5
|
%
|
EMEA
|
6,912
|
|
17.5
|
%
|
|
7,914
|
|
18.8
|
%
|
|
23,300
|
|
18.7
|
%
|
|
23,490
|
|
18.3
|
%
|
||||
Asia Pacific
|
8,489
|
|
21.5
|
%
|
|
9,594
|
|
22.8
|
%
|
|
26,973
|
|
21.7
|
%
|
|
25,915
|
|
20.2
|
%
|
||||
Total revenue
|
$
|
39,473
|
|
100.0
|
%
|
|
$
|
42,049
|
|
100.0
|
%
|
|
$
|
124,456
|
|
100.0
|
%
|
|
$
|
128,173
|
|
100.0
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Bandwidth and co-location fees
|
$
|
13,811
|
|
|
35.0
|
%
|
|
$
|
15,207
|
|
|
36.2
|
%
|
|
$
|
42,506
|
|
|
34.2
|
%
|
|
$
|
44,023
|
|
|
34.3
|
%
|
Depreciation - network
|
4,401
|
|
|
11.1
|
%
|
|
4,636
|
|
|
11.0
|
%
|
|
13,558
|
|
|
10.9
|
%
|
|
13,164
|
|
|
10.3
|
%
|
||||
Payroll and related employee costs
|
3,442
|
|
|
8.7
|
%
|
|
4,377
|
|
|
10.4
|
%
|
|
11,241
|
|
|
9.0
|
%
|
|
13,975
|
|
|
10.9
|
%
|
||||
Share-based compensation
|
209
|
|
|
0.5
|
%
|
|
400
|
|
|
1.0
|
%
|
|
1,118
|
|
|
0.9
|
%
|
|
1,484
|
|
|
1.2
|
%
|
||||
Other costs
|
1,372
|
|
|
3.5
|
%
|
|
1,518
|
|
|
3.6
|
%
|
|
4,349
|
|
|
3.5
|
%
|
|
4,948
|
|
|
3.9
|
%
|
||||
Total cost of revenue
|
$
|
23,235
|
|
|
58.9
|
%
|
|
$
|
26,138
|
|
|
62.2
|
%
|
|
$
|
72,772
|
|
|
58.5
|
%
|
|
$
|
77,594
|
|
|
60.5
|
%
|
•
|
decreased payroll and related employee costs due to lower operations headcount, reduction in variable compensation and lower average salary per employee. Our year to date decrease includes the reduction of payroll and related employee costs resulting from the reorganization of job responsibilities on April 1, 2015 (as further discussed below);
|
•
|
decreased bandwidth and co-location fees. Co-location fees decreased as a result of our continued consolidation efforts. Bandwidth costs decreased slightly on slightly lower volume; and
|
•
|
decreased other costs primarily due to lower professional fees, travel and facilities.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Payroll and related employee costs
|
$
|
1,513
|
|
|
3.8
|
%
|
|
$
|
2,544
|
|
|
6.1
|
%
|
|
$
|
5,731
|
|
|
4.6
|
%
|
|
$
|
8,255
|
|
|
6.4
|
%
|
Professional fees and outside services
|
907
|
|
|
2.3
|
%
|
|
896
|
|
|
2.1
|
%
|
|
2,546
|
|
|
2.0
|
%
|
|
3,376
|
|
|
2.6
|
%
|
||||
Share-based compensation
|
1,616
|
|
|
4.1
|
%
|
|
1,513
|
|
|
3.6
|
%
|
|
5,119
|
|
|
4.1
|
%
|
|
4,395
|
|
|
3.4
|
%
|
||||
Other costs
|
3,997
|
|
|
10.1
|
%
|
|
1,633
|
|
|
3.9
|
%
|
|
8,686
|
|
|
7.0
|
%
|
|
3,492
|
|
|
2.7
|
%
|
||||
Total general and administrative
|
$
|
8,033
|
|
|
20.4
|
%
|
|
$
|
6,586
|
|
|
15.7
|
%
|
|
$
|
22,082
|
|
|
17.7
|
%
|
|
$
|
19,518
|
|
|
15.2
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Payroll and related employee costs
|
$
|
5,205
|
|
|
13.2
|
%
|
|
$
|
6,340
|
|
|
15.1
|
%
|
|
$
|
16,955
|
|
|
13.6
|
%
|
|
$
|
19,765
|
|
|
15.4
|
%
|
Share-based compensation
|
641
|
|
|
1.6
|
%
|
|
643
|
|
|
1.5
|
%
|
|
2,016
|
|
|
1.6
|
%
|
|
1,940
|
|
|
1.5
|
%
|
||||
Marketing programs
|
330
|
|
|
0.8
|
%
|
|
392
|
|
|
0.9
|
%
|
|
1,053
|
|
|
0.8
|
%
|
|
1,366
|
|
|
1.1
|
%
|
||||
Other costs
|
1,535
|
|
|
3.9
|
%
|
|
2,114
|
|
|
5.0
|
%
|
|
4,706
|
|
|
3.8
|
%
|
|
6,696
|
|
|
5.2
|
%
|
||||
Total sales and marketing
|
$
|
7,711
|
|
|
19.5
|
%
|
|
$
|
9,489
|
|
|
22.6
|
%
|
|
$
|
24,730
|
|
|
19.9
|
%
|
|
$
|
29,767
|
|
|
23.2
|
%
|
•
|
decreased payroll and related employee costs due to decreased sales and marketing personnel and a reduction in variable compensation;
|
•
|
decreased other costs which was primarily lower travel and entertainment expenses, reduced other employee costs and lower professional fees (consulting, recruiting, and outside services); and
|
•
|
decreased marketing and public relations spending related to advertising and trade shows.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Payroll and related employee costs
|
$
|
4,081
|
|
|
10.3
|
%
|
|
$
|
5,761
|
|
|
13.7
|
%
|
|
$
|
13,764
|
|
|
11.1
|
%
|
|
$
|
16,221
|
|
|
12.7
|
%
|
Share-based compensation
|
521
|
|
|
1.3
|
%
|
|
568
|
|
|
1.4
|
%
|
|
1,523
|
|
|
1.2
|
%
|
|
1,654
|
|
|
1.3
|
%
|
||||
Other costs
|
1,024
|
|
|
2.6
|
%
|
|
1,100
|
|
|
2.6
|
%
|
|
2,954
|
|
|
2.4
|
%
|
|
3,463
|
|
|
2.7
|
%
|
||||
Total research and development
|
$
|
5,626
|
|
|
14.3
|
%
|
|
$
|
7,429
|
|
|
17.7
|
%
|
|
$
|
18,241
|
|
|
14.7
|
%
|
|
$
|
21,338
|
|
|
16.6
|
%
|
•
|
accounts receivable decreased $3,901 during the nine months ended September 30, 2016, due to a decrease in days sales outstanding as a result of timing of collections as compared to a $5,267 increase in the comparable 2015 period;
|
•
|
prepaid expenses and other current assets decreased $4,333 during the nine months ended September 30, 2016, due to the receipt of VAT refunds and the amortization of prepaid bandwidth expenses compared to a $296 decrease in the comparable 2015 period;
|
•
|
other assets decreased $558 during the nine months ended September 30, 2016, due to a decrease in vendor deposits and other long term assets versus a decrease of $1,587 for the comparable 2015 period;
|
•
|
accounts payable and other current liabilities decreased $670 during the nine months ended September 30, 2016, versus an increase of $510 for the comparable 2015 period due to timing of vendor payments and the payment of 2015 accrued compensation; and
|
•
|
provision for litigation decreased due to our initial payment of $4,500 related to our settlement agreement with Akamai.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Operating Leases
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bandwidth leases
|
|
$
|
22,251
|
|
|
$
|
14,812
|
|
|
$
|
7,369
|
|
|
$
|
70
|
|
|
$
|
—
|
|
Rack space leases
|
|
24,272
|
|
|
12,604
|
|
|
11,550
|
|
|
118
|
|
|
—
|
|
|||||
Real estate leases
|
|
9,397
|
|
|
3,458
|
|
|
4,855
|
|
|
975
|
|
|
109
|
|
|||||
Total operating leases
|
|
55,920
|
|
|
30,874
|
|
|
23,774
|
|
|
1,163
|
|
|
109
|
|
|||||
Settlement agreement
|
|
49,500
|
|
|
18,000
|
|
|
31,500
|
|
|
—
|
|
|
—
|
|
|||||
Other purchase obligations
|
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments
|
|
$
|
105,478
|
|
|
$
|
48,932
|
|
|
$
|
55,274
|
|
|
$
|
1,163
|
|
|
$
|
109
|
|
•
|
slowing demand for our services,
|
•
|
increasing competition and competitive pricing pressures,
|
•
|
any inability to provide our services in a cost-effective manner,
|
•
|
the incurrence of unforeseen expenses, difficulties, complications and delays, and
|
•
|
other risks described in this quarterly report on Form 10-Q.
|
•
|
continued price declines arising from significant competition;
|
•
|
increasing settlement fees for certain peering relationships;
|
•
|
failure to increase sales of our Orchestrate Platform services;
|
•
|
increases in electricity, bandwidth and rack space costs or other operating expenses, and failure to achieve decreases in these costs and expenses relative to decreases in the prices we can charge for our Orchestrate Platform services and products;
|
•
|
failure of our current and planned services and software to operate as expected;
|
•
|
loss of any significant customers or loss of existing customers at a rate greater than our increase in new customers or our sales to existing customers;
|
•
|
failure to increase sales of our Orchestrate Platform services to current customers as a result of their ability to reduce their monthly usage of our services to their minimum monthly contractual commitment;
|
•
|
failure of a significant number of customers to pay our fees on a timely basis or at all or to continue to purchase our Orchestrate Platform services in accordance with their contractual commitments; and
|
•
|
inability to attract high quality customers to purchase and implement our current and planned services.
|
•
|
their satisfaction or dissatisfaction with our services;
|
•
|
the quality and reliability of our content delivery network;
|
•
|
the prices of our services;
|
•
|
the prices of services offered by our competitors;
|
•
|
discontinuation by our customers of their Internet or web-based content distribution business;
|
•
|
mergers and acquisitions affecting our customer base; and
|
•
|
reductions in our customers’ spending levels.
|
•
|
cease selling, incorporating or using products or services that incorporate the challenged intellectual property;
|
•
|
pay substantial damages;
|
•
|
obtain a license from the holder of the infringed intellectual property right, which license may or may not be available on reasonable terms or at all; or
|
•
|
redesign products or services.
|
•
|
our ability to increase sales to existing customers and attract new customers to our content delivery and other Orchestrate Platform services;
|
•
|
the addition or loss of large customers, or significant variation in their use of our content delivery and other Orchestrate Platform services;
|
•
|
costs associated with current or future intellectual property lawsuits and other lawsuits;
|
•
|
service outages or third party security breaches to our platform or to one or more of our customers’ platforms;
|
•
|
the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business, operations and infrastructure and the adequacy of available funds to meet those requirements;
|
•
|
the timing and success of new product and service introductions by us or our competitors;
|
•
|
the occurrence of significant events in a particular period that result in an increase in the use of our content delivery and other Orchestrate Platform services, such as a major media event or a customer’s online release of a new or updated video game or operating system;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the timing of recognizing revenue;
|
•
|
limitations of the capacity of our global network and related systems;
|
•
|
the timing of costs related to the development or acquisition of technologies, services or businesses;
|
•
|
the potential write-down or write-off of intangible or other long-lived assets;
|
•
|
general economic, industry and market conditions (such as fluctuations experienced in the stock and credit markets during times of deteriorated global economic conditions) and those conditions specific to Internet usage;
|
•
|
limitations on usage imposed by our customers in order to limit their online expenses; and
|
•
|
war, threat of war or terrorist actions, including cyber terrorism targeted at us, our customers, or both, and inadequate cybersecurity.
|
•
|
a general decline in Internet usage;
|
•
|
third party restrictions on on-line content (including copyright restrictions, digital rights management and restrictions in certain geographic regions);
|
•
|
system impairments or outages, including those caused by hacking or cyberattacks; and
|
•
|
a significant increase in the quality or fidelity of off-line media content beyond that available online to the point where users prefer the off-line experience.
|
•
|
increased expenses associated with sales and marketing, deploying services and maintaining our infrastructure in foreign countries;
|
•
|
competition from local content delivery service providers, many of which are very well positioned within their local markets;
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
unexpected changes in regulatory requirements preventing or limiting us from operating our global network or resulting in unanticipated costs and delays;
|
•
|
interpretations of laws or regulations that would subject us to regulatory supervision or, in the alternative, require us to exit a country, which could have a negative impact on the quality of our services or our results of operations;
|
•
|
longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
|
•
|
corporate and personal liability for violations of local laws and regulations;
|
•
|
currency exchange rate fluctuations and repatriation of funds;
|
•
|
potentially adverse tax consequences;
|
•
|
credit risk and higher levels of payment fraud; and
|
•
|
foreign exchange controls that might prevent us from repatriating cash earned in countries outside the United States.
|
•
|
the difficulty of integrating the operations, services, solutions and personnel of the acquired companies;
|
•
|
the potential disruption of our ongoing business;
|
•
|
the potential distraction of management;
|
•
|
the possibility that our business culture and the business culture of the acquired companies will not be compatible;
|
•
|
the difficulty of incorporating or integrating acquired technology and rights with or into our other services and solutions;
|
•
|
expenses related to the acquisition and to the integration of the acquired companies;
|
•
|
the impairment of relationships with employees and customers as a result of any integration of new personnel;
|
•
|
employee turnover from the acquired companies or from our current operations as we integrate businesses;
|
•
|
risks related to the businesses of acquired companies that may continue to impact the businesses following the merger; and
|
•
|
potential unknown liabilities associated with acquired companies.
|
•
|
implementing customer orders for services;
|
•
|
delivering these services; and
|
•
|
timely and accurate billing for these services.
|
•
|
announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;
|
•
|
commencement or resolution of, our involvement in and uncertainties arising from litigation;
|
•
|
changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;
|
•
|
establish that members of the board of directors may be removed only for cause upon the affirmative vote of stockholders owning a majority of our capital stock;
|
•
|
authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;
|
•
|
limit who may call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, thereby requiring stockholder actions to be taken at a meeting of the stockholders;
|
•
|
establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings;
|
•
|
provide for a board of directors with staggered terms; and
|
•
|
provide that the authorized number of directors may be changed only by a resolution of our board of directors.
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing
Date
|
Provided
Herewith
|
|
|
|
|
|
|
|
3.01
|
Amended and Restated Certificate of Incorporation of Limelight Networks, Inc.
|
8-K
|
001-33508
|
3.1
|
6/14/11
|
|
|
|
|
|
|
|
|
3.02
|
Second Amended and Restated Bylaws of Limelight Networks, Inc.
|
8-K
|
001-33508
|
3.2
|
2/19/13
|
|
|
|
|
|
|
|
|
10.3.01
|
Amended and Restated 2007 Equity Incentive Plan of Limelight Networks, Inc.
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.19.01
|
Amendment to the Loan and Security Agreement between Limelight Networks, Inc. and Silicon Valley Bank dated November 2, 2015.
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.20
|
Patent Sublicense Agreement dated August 1, 2016.
|
8-K
|
001-33508
|
10.1
|
8/1/2016
|
|
|
|
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).*
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL INSTANCE DOCUMENT
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
|
|
|
|
|
X
|
|
|
LIMELIGHT NETWORKS, INC.
|
|
|
|
|
|
Date:
|
October 27, 2016
|
By:
|
/
s
/ S
AJID
M
ALHOTRA
|
|
|
|
Sajid Malhotra
Chief Financial Officer
(Principal Financial Officer)
|
A.
|
Modifications to Loan Agreement.
|
1
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.5(b) thereof:
|
2
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.5(c) thereof:
|
3
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 3.4(a) thereof:
|
4
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 3.5(a) thereof:
|
5
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 3.5(d) thereof:
|
6
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:
|
7
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.3(c) thereof:
|
8
|
The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.4 thereof:
|
9
|
The Loan Agreement shall be amended by deleting the following, appearing as Section 6.9 thereof:
|
10
|
The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Eligible Accounts” in Section 13.1 thereof:
|
11
|
The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Eligible Accounts” in Section 13.1 thereof:
|
12
|
The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof:
|
13
|
The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof:
|
14
|
The Compliance Certificate appearing as
Exhibit B
to the Loan Agreement is hereby replaced with the Compliance Certificate attached as
Schedule 1
hereto.
|
Financial Covenant
|
Required
|
Actual
|
Complies
|
|
|
|
|
Maintain at all times:
|
|
|
|
Liquidity (tested monthly when Advances are outstanding or requested in said month; otherwise, quarterly)
|
$7,500,000.00
|
$_______
|
Yes No
|
New Office, Business or Bailee Locations
|
Borrower
|
Collateral Description
|
Value of Collateral
|
|
|
|
|
|
|
|
|
|
|
|
|
LIMELIGHT NETWORKS, INC.
By:
Name:
Title:
|
BANK USE ONLY
Received by: _____________________
AUTHORIZED SIGNER
Date: _________________________
Verified: ________________________
AUTHORIZED SIGNER
Date: _________________________
Compliance Status: Yes No
|
A.
|
Aggregate amount of unrestricted and unencumbered (other than Liens in favor of Bank pursuant to the general security interest granted in this Agreement) cash and Cash Equivalents held at such time by Borrower in Deposit Accounts or Securities Accounts in Borrower’s name maintained with Bank or Bank’s Affiliates (must be at least $5,000,000.00)
|
$
|
B.
|
Availability Amount
|
$
|
C.
|
Liquidity (line A plus line B)
|
$
|
•
|
As pertains to sections 1.e, 1.f, 3, and 4, the Company has closed its subsidiaries in Colombia, Ireland, Mexico, and Spain, its branch office in Dubai, and is in the process of closing its subsidiaries in Australia, Austria, and Sweden.
|
•
|
As pertains to section 4, the following subsidiaries have changed their business addresses:
|
Complete street and mailing address, including couny
|
Name of Company/Subsidiary
|
c/o Nortons Group, Highlands House, Basingstoke Road, Spencers Wood, Reading, Berkshire, RG7 1NT, UK
|
Limelight Networks UK Ltd.
|
c/o Orangefield Hong Kong, Room 1906, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
|
Limelight Networks Hong Kong Limited
|
c/o RPI Roehm + PARTNER, Elsenheimerstr. 7, Munich, Germany 80687
|
Limelight Networks Germany GmbH
|
c/o Orangefield Group, Steupelstraat 32, 3065 JE Rotterdam, The Netherlands
|
Limelight Networks Netherlands B.V.
|
Vistra Corporate Services - 60 Paya Lebar Road, #08-43 Paya Lebar Square, Singapore 409051
|
Limelight Networks Singapore PTE LTD.
|
•
|
As pertains to section 6, the Company has paid off the entire then-outstanding debt with Dell Financial Services.
|
•
|
As pertains to section 11, Mr. Pete Perrone resigned as CFO and was replaced by Mr. Malhotra.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Limelight Networks, 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 necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 27, 2016
|
By:
|
/s/ R
OBERT
A. L
ENTO
|
|
|
Name:
|
Robert A. Lento
|
|
|
Title:
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Limelight Networks, 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 necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 27, 2016
|
By:
|
/s/ S
AJID
M
ALHOTRA
|
|
|
Name:
|
Sajid Malhotra
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
October 27, 2016
|
By:
|
/s/ R
OBERT
A. L
ENTO
|
|
|
Name:
|
Robert A. Lento
|
|
|
Title:
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
Date:
|
October 27, 2016
|
By:
|
/s/ S
AJID
M
ALHOTRA
|
|
|
Name:
|
Sajid Malhotra
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|