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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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LLNW
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Nasdaq
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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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Emerging Growth Company o
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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
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|
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Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019
|
|
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Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019
|
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Unaudited Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019
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Unaudited Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2020 and 2019
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Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019
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|
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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.
|
LEGAL PROCEEDINGS
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|
Item 1A.
|
RISK FACTORS
|
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
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Item 5.
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OTHER INFORMATION
|
|
Item 6.
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EXHIBITS
|
|
|
SIGNATURES
|
|
|
|
|
•
|
our beliefs regarding delivery traffic growth trends and demand for digital content and edge services;
|
•
|
our expectations regarding revenue, costs, expenses, gross margin, non-GAAP earnings per share, Adjusted EBITDA and capital expenditures;
|
•
|
our plans regarding investing in our content delivery network, as well as other products and technologies;
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•
|
our beliefs regarding the growth of, and competition within, the content delivery industry;
|
•
|
our beliefs regarding the growth of our business and how that impacts our liquidity and capital resources requirements;
|
•
|
our expectations regarding headcount;
|
•
|
the impact of certain new accounting standards and guidance as well as the time and cost of continued compliance with existing rules and standards;
|
•
|
our plans with respect to investments in marketable securities;
|
•
|
our expectations and strategies regarding acquisitions;
|
•
|
our estimations regarding taxes and belief regarding our tax reserves;
|
•
|
our beliefs regarding the use of Non-GAAP financial measures;
|
•
|
our approach to identifying, attracting and keeping new and existing customers, as well as our expectations regarding customer turnover;
|
•
|
the sufficiency of and our sources of funding;
|
•
|
our beliefs regarding our interest rate risk;
|
•
|
our beliefs regarding inflation risks;
|
•
|
our beliefs regarding expense and productivity of and competition for our sales force;
|
•
|
our beliefs regarding the significance of our large customers;
|
•
|
our beliefs regarding the impact of health epidemics and pandemics, including the recent outbreak of COVID-19, on our current and potential customers; and
|
•
|
our beliefs regarding the impact of health epidemics and pandemics, including the recent outbreak of COVID-19, on our balance sheet, financial condition, and results of operations.
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|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,421
|
|
|
$
|
18,335
|
|
Accounts receivable, net
|
34,603
|
|
|
34,476
|
|
||
Income taxes receivable
|
76
|
|
|
82
|
|
||
Prepaid expenses and other current assets
|
11,205
|
|
|
9,920
|
|
||
Total current assets
|
67,305
|
|
|
62,813
|
|
||
Property and equipment, net
|
46,636
|
|
|
46,136
|
|
||
Operating lease right of use assets
|
12,084
|
|
|
12,842
|
|
||
Marketable securities, less current portion
|
40
|
|
|
40
|
|
||
Deferred income taxes
|
1,361
|
|
|
1,319
|
|
||
Goodwill
|
76,867
|
|
|
77,102
|
|
||
Other assets
|
8,721
|
|
|
9,117
|
|
||
Total assets
|
$
|
213,014
|
|
|
$
|
209,369
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
14,297
|
|
|
$
|
12,020
|
|
Deferred revenue
|
726
|
|
|
976
|
|
||
Operating lease liability obligations
|
2,046
|
|
|
2,056
|
|
||
Income taxes payable
|
170
|
|
|
178
|
|
||
Other current liabilities
|
18,188
|
|
|
13,398
|
|
||
Total current liabilities
|
35,427
|
|
|
28,628
|
|
||
Operating lease liability obligations, less current portion
|
12,983
|
|
|
13,488
|
|
||
Deferred income taxes
|
262
|
|
|
239
|
|
||
Deferred revenue, less current portion
|
161
|
|
|
161
|
|
||
Other long-term liabilities
|
318
|
|
|
316
|
|
||
Total liabilities
|
49,151
|
|
|
42,832
|
|
||
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; 119,642 and 118,368 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
120
|
|
|
118
|
|
||
Additional paid-in capital
|
534,205
|
|
|
530,285
|
|
||
Accumulated other comprehensive loss
|
(10,549
|
)
|
|
(9,210
|
)
|
||
Accumulated deficit
|
(359,913
|
)
|
|
(354,656
|
)
|
||
Total stockholders’ equity
|
163,863
|
|
|
166,537
|
|
||
Total liabilities and stockholders’ equity
|
$
|
213,014
|
|
|
$
|
209,369
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue
|
$
|
57,012
|
|
|
$
|
43,280
|
|
Cost of revenue:
|
|
|
|
||||
Cost of services
|
31,113
|
|
|
22,941
|
|
||
Depreciation — network
|
5,150
|
|
|
4,317
|
|
||
Total cost of revenue
|
36,263
|
|
|
27,258
|
|
||
Gross profit
|
20,749
|
|
|
16,022
|
|
||
Operating expenses:
|
|
|
|
||||
General and administrative
|
7,882
|
|
|
7,535
|
|
||
Sales and marketing
|
11,894
|
|
|
10,972
|
|
||
Research and development
|
5,618
|
|
|
5,901
|
|
||
Depreciation and amortization
|
341
|
|
|
245
|
|
||
Total operating expenses
|
25,735
|
|
|
24,653
|
|
||
Operating loss
|
(4,986
|
)
|
|
(8,631
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(10
|
)
|
|
(10
|
)
|
||
Interest income
|
25
|
|
|
212
|
|
||
Other, net
|
(110
|
)
|
|
(6
|
)
|
||
Total other income (expense)
|
(95
|
)
|
|
196
|
|
||
Loss before income taxes
|
(5,081
|
)
|
|
(8,435
|
)
|
||
Income tax expense
|
176
|
|
|
124
|
|
||
Net loss
|
$
|
(5,257
|
)
|
|
$
|
(8,559
|
)
|
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
||||
Weighted average shares used in per share calculation:
|
|
|
|
||||
Basic
|
118,964
|
|
|
114,410
|
|
||
Diluted
|
118,964
|
|
|
114,410
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(5,257
|
)
|
|
$
|
(8,559
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain on investments
|
—
|
|
|
29
|
|
||
Foreign exchange translation (loss) gain
|
(1,339
|
)
|
|
347
|
|
||
Other comprehensive (loss) income
|
(1,339
|
)
|
|
376
|
|
||
Comprehensive loss
|
$
|
(6,596
|
)
|
|
$
|
(8,183
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||
Balance December 31, 2018
|
114,246
|
|
|
$
|
114
|
|
|
$
|
513,682
|
|
|
$
|
(10,033
|
)
|
|
$
|
(338,612
|
)
|
|
$
|
165,151
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,559
|
)
|
|
(8,559
|
)
|
|||||
Change in unrealized loss on available-for-sale investments, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|
—
|
|
|
347
|
|
|||||
Exercise of common stock options
|
5
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Vesting of restricted stock units
|
928
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock units surrendered in lieu of withholding taxes
|
(305
|
)
|
|
—
|
|
|
(894
|
)
|
|
—
|
|
|
—
|
|
|
(894
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3,456
|
|
|
—
|
|
|
—
|
|
|
3,456
|
|
|||||
Balance March 31, 2019
|
114,874
|
|
|
$
|
115
|
|
|
$
|
516,251
|
|
|
$
|
(9,657
|
)
|
|
$
|
(347,171
|
)
|
|
$
|
159,538
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(5,257
|
)
|
|
$
|
(8,559
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,491
|
|
|
4,562
|
|
||
Share-based compensation
|
5,064
|
|
|
3,456
|
|
||
Foreign currency remeasurement (gain) loss
|
(397
|
)
|
|
10
|
|
||
Deferred income taxes
|
(44
|
)
|
|
(51
|
)
|
||
Gain on sale of property and equipment
|
—
|
|
|
(30
|
)
|
||
Accounts receivable charges
|
158
|
|
|
257
|
|
||
Amortization of premium on marketable securities
|
—
|
|
|
12
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(285
|
)
|
|
(3,720
|
)
|
||
Prepaid expenses and other current assets
|
(1,433
|
)
|
|
(474
|
)
|
||
Income taxes receivable
|
3
|
|
|
(2
|
)
|
||
Other assets
|
626
|
|
|
(1,737
|
)
|
||
Accounts payable and other current liabilities
|
5,892
|
|
|
2,243
|
|
||
Deferred revenue
|
(250
|
)
|
|
(297
|
)
|
||
Income taxes payable
|
2
|
|
|
62
|
|
||
Payments related to litigation, net
|
—
|
|
|
(1,520
|
)
|
||
Other long term liabilities
|
6
|
|
|
(175
|
)
|
||
Net cash provided by (used in) operating activities
|
9,576
|
|
|
(5,963
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of marketable securities
|
—
|
|
|
(9,266
|
)
|
||
Sale and maturities of marketable securities
|
—
|
|
|
12,224
|
|
||
Purchases of property and equipment
|
(6,863
|
)
|
|
(5,018
|
)
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
29
|
|
||
Net cash used in investing activities
|
(6,863
|
)
|
|
(2,031
|
)
|
||
Financing activities
|
|
|
|
||||
Payments of employee tax withholdings related to restricted stock vesting
|
(1,515
|
)
|
|
(894
|
)
|
||
Proceeds from employee stock plans
|
2,138
|
|
|
8
|
|
||
Net cash provided by (used in) financing activities
|
623
|
|
|
(886
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(250
|
)
|
|
(4
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
3,086
|
|
|
(8,884
|
)
|
||
Cash and cash equivalents, beginning of period
|
18,335
|
|
|
25,383
|
|
||
Cash and cash equivalents, end of period
|
$
|
21,421
|
|
|
$
|
16,499
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
10
|
|
|
$
|
10
|
|
Cash paid during the period for income taxes, net of refunds
|
$
|
220
|
|
|
$
|
116
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Accounts receivable
|
$
|
35,690
|
|
|
$
|
35,619
|
|
Less: credit allowance
|
(170
|
)
|
|
(170
|
)
|
||
Less: allowance for doubtful accounts
|
(917
|
)
|
|
(973
|
)
|
||
Total accounts receivable, net
|
$
|
34,603
|
|
|
$
|
34,476
|
|
|
Three Months Ended
|
|
|
March 31, 2020
|
|
Beginning of period
|
973
|
|
Provision for credit losses
|
158
|
|
Write-offs
|
(214
|
)
|
End of period
|
917
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Prepaid bandwidth and backbone
|
1,633
|
|
|
1,717
|
|
||
VAT receivable
|
3,304
|
|
|
3,068
|
|
||
Prepaid expenses and insurance
|
2,916
|
|
|
1,685
|
|
||
Vendor deposits and other
|
3,352
|
|
|
3,450
|
|
||
Total prepaid expenses and other current assets
|
$
|
11,205
|
|
|
$
|
9,920
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Network equipment
|
$
|
129,226
|
|
|
$
|
126,975
|
|
Computer equipment and software
|
7,521
|
|
|
7,603
|
|
||
Furniture and fixtures
|
1,901
|
|
|
1,906
|
|
||
Leasehold improvements
|
7,896
|
|
|
7,888
|
|
||
Other equipment
|
52
|
|
|
54
|
|
||
Total property and equipment
|
146,596
|
|
|
144,426
|
|
||
Less: accumulated depreciation
|
(99,960
|
)
|
|
(98,290
|
)
|
||
Total property and equipment, net
|
$
|
46,636
|
|
|
$
|
46,136
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Accrued compensation and benefits
|
$
|
8,346
|
|
|
$
|
4,918
|
|
Accrued cost of revenue
|
5,071
|
|
|
4,176
|
|
||
Other accrued expenses
|
4,771
|
|
|
4,304
|
|
||
Total other current liabilities
|
$
|
18,188
|
|
|
$
|
13,398
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(5,257
|
)
|
|
$
|
(8,559
|
)
|
Basic weighted average outstanding shares of common stock
|
118,964
|
|
|
114,410
|
|
||
Basic weighted average outstanding shares of common stock
|
118,964
|
|
|
114,410
|
|
||
Dilutive effect of stock options, restricted stock units, and other equity incentive plans
|
—
|
|
|
—
|
|
||
Diluted weighted average outstanding shares of common stock
|
118,964
|
|
|
114,410
|
|
||
Basic net loss per share
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
Diluted net loss per share:
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Employee stock purchase plan
|
234
|
|
|
307
|
|
Stock options
|
5,905
|
|
|
2,056
|
|
Restricted stock units
|
1,851
|
|
|
939
|
|
|
7,990
|
|
|
3,302
|
|
|
|
||
|
|
||
|
Foreign
|
||
|
Currency
|
||
Balance, December 31, 2019
|
$
|
(9,210
|
)
|
Other comprehensive loss before reclassifications
|
(1,339
|
)
|
|
Amounts reclassified from accumulated other comprehensive
loss
|
—
|
|
|
Net current period other comprehensive loss
|
(1,339
|
)
|
|
Balance, March 31, 2020
|
$
|
(10,549
|
)
|
|
Three Months Ended
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Share-based compensation expense by type:
|
|
|
|
||||
Stock options
|
$
|
1,048
|
|
|
$
|
1,042
|
|
Restricted stock units
|
3,881
|
|
|
2,250
|
|
||
ESPP
|
135
|
|
|
164
|
|
||
Total share-based compensation expense
|
$
|
5,064
|
|
|
$
|
3,456
|
|
Share-based compensation expense:
|
|
|
|
||||
Cost of services
|
$
|
763
|
|
|
$
|
411
|
|
General and administrative expense
|
2,241
|
|
|
2,094
|
|
||
Sales and marketing expense
|
1,228
|
|
|
484
|
|
||
Research and development expense
|
832
|
|
|
467
|
|
||
Total share-based compensation expense
|
$
|
5,064
|
|
|
$
|
3,456
|
|
Right-of-use assets
|
$
|
12,084
|
|
|
|
||
Lease liability obligations, current
|
$
|
2,046
|
|
Lease liability obligations, less current portion
|
12,983
|
|
|
Total lease liability obligations
|
$
|
15,029
|
|
|
|
||
Weighted-average remaining lease term
|
8.35 years
|
|
|
|
|
||
Weighted-average discount rate
|
5.00
|
%
|
Remainder of 2020
|
$
|
1,930
|
|
2021
|
3,039
|
|
|
2022
|
2,212
|
|
|
2023
|
1,739
|
|
|
2024
|
1,441
|
|
|
Thereafter
|
8,269
|
|
|
Total minimum payments
|
18,630
|
|
|
Less: amount representing interest
|
3,601
|
|
|
Total
|
$
|
15,029
|
|
Remainder of 2020
|
$
|
24,682
|
|
2021
|
14,615
|
|
|
2022
|
3,471
|
|
|
2023
|
1,458
|
|
|
2024
|
344
|
|
|
Thereafter
|
—
|
|
|
Total minimum payments
|
$
|
44,570
|
|
|
Three Months Ended March 31,
|
||||||
Country / Region
|
2020
|
|
2019
|
||||
United States / Americas
|
$
|
34,018
|
|
|
$
|
23,976
|
|
United Kingdom / EMEA
|
$
|
7,594
|
|
|
$
|
5,129
|
|
Japan / Asia Pacific
|
$
|
8,222
|
|
|
$
|
5,823
|
|
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Americas
|
$
|
33,987
|
|
|
$
|
33,450
|
|
International
|
12,649
|
|
|
12,686
|
|
||
Total long-lived assets
|
$
|
46,636
|
|
|
$
|
46,136
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
Revenue
|
$
|
57,012
|
|
|
100.0
|
%
|
|
$
|
43,280
|
|
|
100.0
|
%
|
Cost of revenue
|
36,263
|
|
|
63.6
|
%
|
|
27,258
|
|
|
63.0
|
%
|
||
Gross profit
|
20,749
|
|
|
36.4
|
%
|
|
16,022
|
|
|
37.0
|
%
|
||
Operating expenses
|
25,735
|
|
|
45.1
|
%
|
|
24,653
|
|
|
57.0
|
%
|
||
Operating loss
|
(4,986
|
)
|
|
(8.7
|
)%
|
|
(8,631
|
)
|
|
(19.9
|
)%
|
||
Total other income (expense)
|
(95
|
)
|
|
(0.2
|
)%
|
|
196
|
|
|
0.5
|
%
|
||
Loss before income taxes
|
(5,081
|
)
|
|
(8.9
|
)%
|
|
(8,435
|
)
|
|
(19.5
|
)%
|
||
Income tax expense
|
176
|
|
|
0.3
|
%
|
|
124
|
|
|
0.3
|
%
|
||
Net loss
|
$
|
(5,257
|
)
|
|
(9.2
|
)%
|
|
$
|
(8,559
|
)
|
|
(19.8
|
)%
|
•
|
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
|
||||||||||
|
March 31,
|
|
Dec. 31,
|
|
March 31,
|
||||||
|
2020
|
|
2019
|
|
2019
|
||||||
U.S. GAAP net (loss) income
|
$
|
(5,257
|
)
|
|
$
|
2,458
|
|
|
$
|
(8,559
|
)
|
Share-based compensation
|
5,064
|
|
|
3,315
|
|
|
3,456
|
|
|||
Non-GAAP net (loss) income
|
$
|
(193
|
)
|
|
$
|
5,773
|
|
|
$
|
(5,103
|
)
|
|
Three Months Ended
|
||||||||||
|
March 31,
|
|
Dec. 31,
|
|
March 31,
|
||||||
|
2020
|
|
2019
|
|
2019
|
||||||
U.S. GAAP net (loss) income
|
$
|
(5,257
|
)
|
|
$
|
2,458
|
|
|
$
|
(8,559
|
)
|
Depreciation and amortization
|
5,491
|
|
|
5,616
|
|
|
4,562
|
|
|||
Interest expense
|
10
|
|
|
45
|
|
|
10
|
|
|||
Interest and other (income) expense
|
85
|
|
|
(194
|
)
|
|
(206
|
)
|
|||
Income tax expense
|
176
|
|
|
206
|
|
|
124
|
|
|||
EBITDA
|
$
|
505
|
|
|
$
|
8,131
|
|
|
$
|
(4,069
|
)
|
Share-based compensation
|
5,064
|
|
|
3,315
|
|
|
3,456
|
|
|||
Adjusted EBITDA
|
$
|
5,569
|
|
|
$
|
11,446
|
|
|
$
|
(613
|
)
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
|
$
|
|
%
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|
Change
|
|||||||
Revenue
|
$
|
57,012
|
|
|
$
|
43,280
|
|
|
$
|
13,732
|
|
|
32
|
%
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
Bandwidth and co-location fees
|
$
|
20,542
|
|
|
36.0
|
%
|
|
$
|
15,128
|
|
|
35.0
|
%
|
Depreciation - network
|
5,150
|
|
|
9.0
|
%
|
|
4,317
|
|
|
10.0
|
%
|
||
Payroll and related employee costs
|
4,814
|
|
|
8.4
|
%
|
|
4,154
|
|
|
9.6
|
%
|
||
Share-based compensation
|
763
|
|
|
1.3
|
%
|
|
411
|
|
|
0.9
|
%
|
||
Other costs
|
4,994
|
|
|
8.8
|
%
|
|
3,248
|
|
|
7.5
|
%
|
||
Total cost of revenue
|
$
|
36,263
|
|
|
63.6
|
%
|
|
$
|
27,258
|
|
|
63.0
|
%
|
•
|
Bandwidth expenses increased in aggregate dollars due to higher transit fees and increased peering costs, resulting from increased traffic on our network and our continued expansion in existing, as well as new geographies.
|
•
|
Our co-location costs increased in aggregate dollars primarily due to our expansion in existing, as well as new geographies.
|
•
|
Depreciation expense increased due to increased capital expenditures during 2019.
|
•
|
Payroll and related employee costs increased as a result of additional network operations and professional services personnel.
|
•
|
Other costs increased primarily due to an increase in international re-seller costs.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
Payroll and related employee costs
|
$
|
3,215
|
|
|
5.6
|
%
|
|
$
|
2,949
|
|
|
6.8
|
%
|
Professional fees and outside services
|
757
|
|
|
1.3
|
%
|
|
882
|
|
|
2.0
|
%
|
||
Share-based compensation
|
2,241
|
|
|
3.9
|
%
|
|
2,094
|
|
|
4.8
|
%
|
||
Other costs
|
1,669
|
|
|
2.9
|
%
|
|
1,610
|
|
|
3.7
|
%
|
||
Total general and administrative
|
$
|
7,882
|
|
|
13.8
|
%
|
|
$
|
7,535
|
|
|
17.4
|
%
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
Payroll and related employee costs
|
$
|
8,195
|
|
|
14.4
|
%
|
|
$
|
7,993
|
|
|
18.5
|
%
|
Share-based compensation
|
1,228
|
|
|
2.2
|
%
|
|
484
|
|
|
1.1
|
%
|
||
Marketing programs
|
470
|
|
|
0.8
|
%
|
|
487
|
|
|
1.1
|
%
|
||
Other costs
|
2,001
|
|
|
3.5
|
%
|
|
2,008
|
|
|
4.6
|
%
|
||
Total sales and marketing
|
$
|
11,894
|
|
|
20.9
|
%
|
|
$
|
10,972
|
|
|
25.4
|
%
|
•
|
Increased payroll and related employee costs due to increased sales personnel.
|
•
|
Increased share-based compensation primarily due to future variable compensation that will be paid in restricted stock units.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
Payroll and related employee costs
|
$
|
3,595
|
|
|
6.3
|
%
|
|
$
|
4,320
|
|
|
10.0
|
%
|
Share-based compensation
|
832
|
|
|
1.5
|
%
|
|
467
|
|
|
1.1
|
%
|
||
Other costs
|
1,191
|
|
|
2.1
|
%
|
|
1,114
|
|
|
2.6
|
%
|
||
Total research and development
|
$
|
5,618
|
|
|
9.9
|
%
|
|
$
|
5,901
|
|
|
13.6
|
%
|
•
|
accounts receivable increased $285 during the three months ended March 31, 2020, as a result of timing of collections as compared to a $3,720 increase in the comparable 2019 period;
|
•
|
prepaid expenses and other current assets increased $1,433 during the three months ended March 31, 2020, due to an increase in prepaid expenses and insurance, and VAT receivable, offset by the amortization of prepaid bandwidth and backbone expenses, compared to a $474 increase in the comparable 2019 period;
|
•
|
accounts payable and other current liabilities increased $5,892 during the three months ended March 31, 2020, versus an increase of $2,243 for the comparable 2019 period due to timing of variable compensation and vendor payments; and
|
•
|
net payments for provision for litigation decreased $1,520 as a result of our final payments to Akamai.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Purchase Commitments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bandwidth commitments
|
|
$
|
30,004
|
|
|
$
|
21,715
|
|
|
$
|
7,924
|
|
|
$
|
365
|
|
|
$
|
—
|
|
Rack space commitments
|
|
14,566
|
|
|
7,829
|
|
|
5,835
|
|
|
902
|
|
|
—
|
|
|||||
Total purchase commitments
|
|
44,570
|
|
|
29,544
|
|
|
13,759
|
|
|
1,267
|
|
|
—
|
|
|||||
Right-of-use assets and other operating leases
|
|
18,735
|
|
|
2,861
|
|
|
4,907
|
|
|
3,055
|
|
|
7,912
|
|
|||||
Total commitments
|
|
$
|
63,305
|
|
|
$
|
32,405
|
|
|
$
|
18,666
|
|
|
$
|
4,322
|
|
|
$
|
7,912
|
|
•
|
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 report.
|
•
|
continued price declines arising from significant competition;
|
•
|
increasing settlement fees for certain peering relationships;
|
•
|
failure to increase sales of our 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 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 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 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 services;
|
•
|
the addition or loss of large customers, or significant variation in their use of our content delivery and other 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 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 or during an outbreak of an epidemic or pandemic, such as the recent COVID-19 outbreak) 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;
|
•
|
if we or our stockholders sell substantial amounts of our common stock (including shares issued upon the exercise of options and warrants);
|
•
|
market conditions in our industry, the industries of our customers and the economy as a whole, including the economic impact of the COVID-19 pandemic; and
|
•
|
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
|
8-K
|
001-33508
|
3.1
|
6/14/11
|
|
|
|
|
|
|
|
|
|
3.02
|
8-K
|
001-33508
|
3.2
|
2/19/13
|
|
|
|
|
|
|
|
|
|
10.15.04
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
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:
|
April 24, 2020
|
By:
|
/s/ SAJID MALHOTRA
|
|
|
|
Sajid Malhotra
Chief Financial Officer
(Principal Financial Officer)
|
BANK
|
BORROWER
|
SILICON VALLEY BANK
By: /s/ Kyle Larrabee
Name: Kyle Larrabee
Title: Senior Vice President
|
LIMELIGHT NETWORKS, INC.
By: /s/ Sajid Malhotra
Name: Sajid Malhotra
Title: Chief Financial Officer
|
Financial Covenant
|
Required
|
Actual
|
Complies
|
|
|
|
|
Maintain at all times:
|
|
|
|
Adjusted Quick Ratio (must include at least
$5,000,000 in in accounts with Bank and
Bank’s Affiliates) (tested monthly when Advances are outstanding or requested in said month; otherwise, quarterly)
|
> 1.0 : 1.0
$5,000,000 in in accounts with
Bank and
Bank’s Affiliates
|
____ : 1.0______
$_______
in in
accounts with
Bank and
Bank’s Affiliates)
|
Yes No
|
New Office, Business or Bailee Locations
|
Borrower
|
Collateral Description
|
Value of Collateral
|
|
|
|
|
|
|
|
|
|
|
|
|
A.
|
Aggregate amount of Borrower’s unrestricted and unencumbered (other than Liens in favor of Bank pursuant to the general security interest granted in the Agreement) cash and Cash Equivalents held at such time by Borrower in Deposit Accounts or Securities Accounts maintained with Bank and, to the extent that they are subject to a fully-executed and enforceable Control Agreement in favor of Bank, Deposit Accounts or Securities Accounts maintained with Bank’s Affiliates and other financial institutions (provided that Borrower shall have at least Five Million Dollars ($5,000,000.00) in unrestricted and unencumbered (other than Liens in favor of Bank pursuant to the general security interest granted in the Agreement) cash and Cash Equivalents in Deposit Accounts or Securities Accounts in Borrower’s name maintained with Bank or Bank’s Affiliates)
|
$
|
B.
|
Aggregate value of Borrower’s net billed accounts receivable, determined according to GAAP
|
$
|
C.
|
Quick Assets (the sum of lines A and B)
|
$
|
D.
|
All obligations and liabilities of Borrower to Bank
|
$
|
E.
|
Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s balance sheet, including all Indebtedness, not otherwise reflected in line D above, that mature within one (1) year
|
$
|
F.
|
Current Liabilities (the sum of lines D and E)
|
$
|
G.
|
Deferred Revenue
|
$
|
H.
|
Adjusted Quick Ratio ((i) line C divided by (ii) line F minus line G)
|
|
a.
|
Is the Company any of the following:
|
(i)
|
a public company or an issuer of securities that are registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 or that is required to file reports under Section 15(d) of that Act;
|
(ii)
|
an investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940;
|
(iii)
|
an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940; or
|
(iv)
|
a pooled investment vehicle operated or advised by a regulated financial institution (including an SEC-registered investment adviser)?
|
b.
|
Is the Company a pooled investment vehicle that is not operated or advised by a regulated financial institution?
|
c.
|
Does any individual, directly or indirectly (for example, if applicable, through such individual’s equity interests in the Company’s parent entity), through any contract, arrangement, understanding, relationship or otherwise, own 25% or more of the equity interests of the Company:
|
|
Name
|
Date of birth
|
Residential address
|
For US Persons, Social Security Number:
(non-US persons should provide SSN if available)
|
For Non-US Persons: Type of ID, ID number, country of issuance, expiration date
|
Percentage of ownership
(if indirect ownership, explain structure)
|
1
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
d.
|
Identify one individual with significant responsibility for managing the Company, i.e., an executive officer or senior manager (e.g., Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Chief Operating Officer, Managing Member or General Partner) or any other individual who regularly performs similar functions. If appropriate, an individual listed in Section 14(c) above may also be listed here.
|
|
Name
|
Date of birth
|
Residential address
|
For US Persons, Social Security Number:
(non-US persons should provide SSN if available)
|
For Non-US Persons: Type of ID, ID number, country of issuance, expiration date
|
1
|
|
|
|
|
|
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:
|
April 24, 2020
|
By:
|
/s/ ROBERT A. LENTO
|
|
|
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:
|
April 24, 2020
|
By:
|
/s/ SAJID MALHOTRA
|
|
|
Name:
|
Sajid Malhotra
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
April 24, 2020
|
By:
|
/s/ ROBERT A. LENTO
|
|
|
Name:
|
Robert A. Lento
|
|
|
Title:
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
Date:
|
April 24, 2020
|
By:
|
/s/ SAJID MALHOTRA
|
|
|
Name:
|
Sajid Malhotra
|
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|