SEC Filing | Edgio

View:

llnw-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 001-33508

Limelight Networks, Inc.

(Exact name of registrant as specified in its charter)


Delaware						20-1677033
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1465 North Scottsdale Road, Suite 400

Scottsdale, AZ 85257

(Address of principal executive offices, including Zip Code)

(602) 850-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act;


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LLNW	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share, as of July 22, 2021: 126,704,512 shares.

Table of Contents

LIMELIGHT NETWORKS, INC.

FORM 10-Q

Quarterly Period Ended June 30, 2021

TABLE OF CONTENTS


		Page
Note Regarding Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	4
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	5
	Unaudited Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2021 and 2020	6
	Unaudited Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020	7
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	9
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
Item 4.	CONTROLS AND PROCEDURES	35

PART II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	36
Item 1A.	RISK FACTORS	36
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	50
Item 3.	DEFAULTS UPON SENIOR SECURITIES	51
Item 4.	MINE SAFETY DISCLOSURES	51
Item 5.	OTHER INFORMATION	51
Item 6.	EXHIBITS	52
	SIGNATURES	53

Table of Contents

Special Note Regarding Forward-Looking Statement

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements contained in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. Forward-looking statements generally can be identified by the words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events, as well as trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These statements include, among other things:

•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 eXperience Delivery Network (XDN), as well as other products and technologies;

•our beliefs regarding the competition within the digital edge platform industry;

•our beliefs regarding the growth of our business and how that impacts our liquidity and capital resources requirements;

•our expectations regarding headcount and our ability to recruit personnel;

•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 expectations regarding litigation and other pending or potential disputes;

•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 clients, our focus on core market growth segments where we have a right-to-win, as well as our expectations regarding client turnover;

•the sufficiency of our sources of funding;

•the sufficiency of our facilities to meet our needs;

•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 clients; and

•our beliefs regarding the impact of health epidemics and pandemics, including the outbreak of COVID-19, on our current and potential clients, and our balance sheet, financial condition, and results of operations.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under the caption “Risk Factors” in Part II, Item 1A in this Quarterly Report on Form 10-Q and those discussed in other documents we file with the Securities and Exchange Commission (SEC).

In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements contained herein are based on our current expectations and assumptions and on information available as of the date of the filing of this Quarterly Report on Form 10-Q. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms "Limelight," "we," "us," and "our" in this document refer to Limelight Networks, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries. All information is presented in thousands, except per share amounts, client count, headcount and where specifically noted.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Limelight Networks, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	44,065	$	46,795
Marketable securities	75,471		76,928
Accounts receivable, net	24,867		31,675
Income taxes receivable	57		68
Prepaid expenses and other current assets	14,557		15,588
Total current assets	159,017		171,054
Property and equipment, net	42,406		46,418
Operating lease right of use assets	8,929		10,150
Marketable securities, less current portion	40		40
Deferred income taxes	1,604		1,530
Goodwill	77,642		77,753
Other assets	6,147		7,233
Total assets	$	295,785	$	314,178
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,459	$	4,587
Deferred revenue	524		933
Operating lease liability obligations	1,977		2,465
Income taxes payable	388		253
Other current liabilities	16,877		17,560
Total current liabilities	32,225		25,798
Convertible senior notes, net	121,371		100,945
Operating lease liability obligations, less current portion	10,358		11,265
Deferred income taxes	306		279
Deferred revenue, less current portion	272		220
Other long-term liabilities	369		479
Total liabilities	164,901		138,986
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; 126,705 and 123,653 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	127		124
Additional paid-in capital	550,205		556,512
Accumulated other comprehensive loss	(7,965)		(7,511)
Accumulated deficit	(411,483)		(373,933)
Total stockholders’ equity	130,884		175,192
Total liabilities and stockholders’ equity	$	295,785	$	314,178

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Limelight Networks, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue	$	48,348	$	58,546	$	99,543	$	115,558
Cost of revenue:
Cost of services	32,976		29,389		66,021		60,502
Depreciation — network	5,929		5,360		11,608		10,510
Total cost of revenue	38,905		34,749		77,629		71,012
Gross profit	9,443		23,797		21,914		44,546
Operating expenses:
General and administrative	7,515		8,187		20,412		16,069
Sales and marketing	5,784		10,929		15,631		22,823
Research and development	5,187		5,572		11,315		11,189
Depreciation and amortization	549		323		1,089		665
Restructuring charges	2,155		—		9,028		—
Total operating expenses	21,190		25,011		57,475		50,746
Operating loss	(11,747)		(1,214)		(35,561)		(6,200)
Other income (expense):
Interest expense	(1,305)		(71)		(2,591)		(82)
Interest income	42		6		87		31
Other, net	(440)		(312)		(655)		(421)
Total other expense	(1,703)		(377)		(3,159)		(472)
Loss before income taxes	(13,450)		(1,591)		(38,720)		(6,672)
Income tax expense	248		136		507		311
Net loss	$	(13,698)	$	(1,727)	$	(39,227)	$	(6,983)

Net loss per share:
Basic	$	(0.11)	$	(0.01)	$	(0.31)	$	(0.06)
Diluted	$	(0.11)	$	(0.01)	$	(0.31)	$	(0.06)

Weighted average shares used in per share calculation:
Basic	126,050		120,230		125,170		119,597
Diluted	126,050		120,230		125,170		119,597

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Limelight Networks, Inc.

Unaudited Consolidated Statements of Comprehensive Loss

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net loss	$	(13,698)	$	(1,727)	$	(39,227)	$	(6,983)
Other comprehensive income (loss), net of tax:
Unrealized gain on investments	18		—		29		—
Foreign currency translation gain (loss)	479		518		(483)		(821)
Other comprehensive income (loss)	497		518		(454)		(821)
Comprehensive loss	$	(13,201)	$	(1,209)	$	(39,681)	$	(7,804)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Limelight Networks, Inc.

Unaudited Consolidated Statements of Stockholders' Equity

(In thousands)

For the Three Months Ended June 30, 2021


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance March 31, 2021	125,248	$	125	$	545,516	$	(8,462)	$	(397,785)	$	139,394
Cumulative effect of adoption of new accounting pronouncement	—	—		—		—		—		—
Net loss	—	—		—		—		(13,698)		(13,698)
Change in unrealized gain on available-for-sale investments, net of taxes	—	—		—		18		—		18
Foreign currency translation adjustment, net of taxes	—	—		—		479		—		479
Exercise of common stock options	777	1		1,699		—		—		1,700
Vesting of restricted stock units	461	1		(1)		—		—		—
Restricted stock units surrendered in lieu of withholding taxes	(136)	—		(427)		—		—		(427)
Issuance of common stock under employee stock purchase plan	355	—		913		—		—		913
Share-based compensation	—	—		2,505		—		—		2,505


Balance June 30, 2021	126,705	$	127	$	550,205	$	(7,965)	$	(411,483)	$	130,884

For the Three Months Ended June 30, 2020


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance March 31, 2020	119,642	$	120	$	534,205	$	(10,549)	$	(359,912)	$	163,864
Net loss	—	—		—		—		(1,727)		(1,727)

Foreign currency translation adjustment, net of taxes	—	—		—		518		—		518
Exercise of common stock options	1,162	1		2,871		—		—		2,872
Vesting of restricted stock units	869	1		6		—		—		7
Restricted stock units surrendered in lieu of withholding taxes	(281)	—		(1,430)		—		—		(1,430)
Issuance of common stock under employee stock purchase plan	300	—		1,074		—		—		1,074
Share-based compensation	—	—		4,637		—		—		4,637
Balance June 30, 2020	121,692	$	122	$	541,363	$	(10,031)	$	(361,639)	$	169,815

Table of Contents

For the Six Months Ended June 30, 2021


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance December 31, 2020	123,653	$	124	$	556,512	$	(7,511)	$	(373,933)	$	175,192
Cumulative effect of adoption of new accounting pronouncement	—	—		(21,733)		—		1,677		(20,056)
Net loss	—	—		—		—		(39,227)		(39,227)
Change in unrealized gain on available-for-sale investments, net of taxes	—	—		—		29		—		29
Foreign currency translation adjustment, net of taxes	—	—		—		(483)		—		(483)
Exercise of common stock options	1,935	2		4,545		—		—		4,547
Vesting of restricted stock units	1,094	1		(1)		—		—		—
Restricted stock units surrendered in lieu of withholding taxes	(332)	—		(1,098)		—		—		(1,098)
Issuance of common stock under employee stock purchase plan	355	—		913		—		—		913
Share-based compensation	—	—		11,067		—		—		11,067


Balance June 30, 2021	126,705	$	127	$	550,205	$	(7,965)	$	(411,483)	$	130,884

For the Six Months Ended June 30, 2020


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance December 31, 2019	118,368	$	118	$	530,285	$	(9,210)	$	(354,656)	$	166,537
Net loss	—	—		—		—		(6,983)		(6,983)

Foreign currency translation adjustment, net of taxes	—	—		—		(821)		—		(821)
Exercise of common stock options	1,860	2		5,009		—		—		5,011
Vesting of restricted stock units	1,745	2		5		—		—		7
Restricted stock units surrendered in lieu of withholding taxes	(581)	—		(2,945)		—		—		(2,945)
Issuance of common stock under employee stock purchase plan	300	—		1,074		—		—		1,074
Share-based compensation	—	—		7,935		—		—		7,935
Balance June 30, 2020	121,692	$	122	$	541,363	$	(10,031)	$	(361,639)	$	169,815

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Limelight Networks, Inc.

Unaudited Consolidated Statements of Cash Flows

(In thousands)


	Six Months Ended June 30,
	2021		2020
Operating activities
Net loss	$	(39,227)	$	(6,983)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	12,697		11,175
Share-based compensation	12,820		10,315
Foreign currency remeasurement loss (gain)	186		(140)
Deferred income taxes	(81)		15
Gain on sale of property and equipment	(107)		—
Accounts receivable charges	847		313
Amortization of premium on marketable securities	1,182		—
Noncash interest expense	400		—
Changes in operating assets and liabilities:
Accounts receivable	5,962		(11,083)
Prepaid expenses and other current assets	439		(447)
Income taxes receivable	10		13
Other assets	912		1,747
Accounts payable and other current liabilities	6,732		6,937
Deferred revenue	(357)		63
Income taxes payable	141		2
Other long term liabilities	(111)		(11)
Net cash provided by operating activities	2,445		11,916
Investing activities
Purchases of marketable securities	(31,411)		—
Sale and maturities of marketable securities	31,715		—
Purchases of property and equipment	(9,614)		(14,948)
Proceeds from sale of property and equipment	107		—
Net cash used in investing activities	(9,203)		(14,948)
Financing activities
Payment of debt issuance costs	(30)		—
Payments of employee tax withholdings related to restricted stock vesting	(1,098)		(2,945)
Proceeds from employee stock plans	5,460		6,092
Net cash provided by financing activities	4,332		3,147
Effect of exchange rate changes on cash and cash equivalents	(304)		(250)
Net decrease in cash and cash equivalents	(2,730)		(135)
Cash and cash equivalents, beginning of period	46,795		18,335
Cash and cash equivalents, end of period	$	44,065	$	18,200
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	2,262	$	82
Cash paid during the period for income taxes, net of refunds	$	440	$	261

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Table of Contents

Limelight Networks, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2021

1. Nature of Business

Limelight Networks, Inc., is an industry-leader in edge access and content delivery services that provides powerful tools and a client-first approach to optimize and deliver digital experiences at the edge. We are a trusted partner to the world’s biggest brands and serve their global customers with experiences such as livestream sporting events, global movie launches, video games, or file downloads for new phone apps. We offer one of the largest, best-optimized private networks coupled with a global team of industry experts to provide edge services that are fast, secure, and reliable.

We were incorporated in Delaware in 2003, and have operated in the Phoenix metropolitan area since 2001 and elsewhere throughout the United States since 2003. We began international operations in 2004.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities Exchange Commission (SEC). They do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. Such interim financial information is unaudited but reflects all adjustments that are, in the opinion of management, necessary for the fair presentation of the interim periods presented and of a normal recurring nature. This quarterly report on Form 10-Q should be read in conjunction with our audited financial statements and footnotes included in our annual report on Form 10-K for the fiscal year ended December 31, 2020. All information is presented in thousands, except per share amounts and where specifically noted.

The consolidated financial statements include accounts of Limelight and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. In addition, certain other reclassifications have been made to prior year amounts to conform to the current year presentation.

Use of Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results and outcomes may differ from those estimates. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any future periods.

Recent Accounting Standards

Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12 to simplifying the accounting for income taxes. ASU 2019-12 is intended to simplify various aspects related to accounting for income taxes, eliminates certain exceptions to the general principles in the Accounting Standards Codification (ASC) Topic 740 related to intra-period tax allocation, simplifies when companies recognize deferred taxes in an interim period, and clarifies certain aspects of the current guidance to promote consistent application. We adopted this guidance effective January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. ASU 2020-06 also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. We early adopted this guidance on January 1, 2021, on a modified retrospective basis. As a result of the adoption of ASU 2020-06, our total remaining interest expense over the contractual terms of our convertible debt will be approximately $20,823 less than under the previous accounting standards. The adoption resulted in a $21,733 decrease in additional paid in capital from the derecognition of the bifurcated equity component, $20,255 increase in debt from the derecognition of the discount associated with the bifurcated equity component and $1,677 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the

Table of Contents

amortization of the bifurcated conversion option. We wrote-off the related deferred tax liabilities with a corresponding adjustment to the valuation allowance, resulting in no net tax impact to the cumulative adjustment to retained earnings.

Significant Accounting Policies

There have been no changes in the significant accounting policies from those that were disclosed in our Annual Report, except for restructuring charge and convertible senior notes as described below:

Restructuring Charges

We account for restructuring costs under ASC 420, Exit or Disposal Obligations. Restructuring costs are recognized when the liability is incurred. A restructuring liability related to employee terminations is recorded when a one-time benefit arrangement is communicated to an employee who is involuntarily terminated as part of a reorganization and the amount of the termination benefit is known, provided that the employee is not required to render future services in order to receive the termination benefit. If fixed assets, or other assets are to be disposed of as a result of our restructuring efforts, the assets are written off when we commit to dispose of them, and they are no longer in use. If applicable, depreciation is accelerated on fixed assets for the period of time the asset continues to be used until the asset ceases to be used. Other restructuring costs are generally recorded as the cost is incurred or the service is provided.

Convertible Senior Notes

In July 2020, we issued $125,000 aggregate principal amount of 3.50% convertible senior notes. Effective January 1, 2021, we early adopted ASU 2020-06. The conversion option that was previously accounted for under the cash conversion model or beneficial conversion feature model was recombined into a single instrument that is classified as a liability for convertible debt or equity for equity-classified preferred stock.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

For contracts that contain minimum commitments over the contractual term, we estimate an amount of variable consideration by using the expected value method. We include estimates of variable consideration in revenue only when we have a high degree of confidence that revenue will not be reversed in a subsequent reporting period. We believe that the expected value method is the most appropriate estimate of the amount of variable consideration. These clients have entered into contracts with contract terms generally from one to four years. As of June 30, 2021, we have approximately $5,159 of remaining unsatisfied performance obligations. We recognized revenue of approximately $2,455 and $1,943, respectively, during the three months ended June 30, 2021 and 2020, related to these types of contracts with our clients. During the six months ended June 30, 2021 and 2020, we recognized approximately $4,356 and $4,097, respectively. We expect to recognize approximately 67% of the remaining unsatisfied performance obligations in 2021, approximately 31% in 2022, and approximately 2% in 2023.

3. Investments in Marketable Securities

The following is a summary of marketable securities (designated as available-for-sale) at June 30, 2021:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Certificate of deposit	$	1,928	$	—	$	1	$	1,927
Corporate notes and bonds	34,334		—		13		34,321
Municipal securities	39,268		2		7		39,263
Total marketable securities	$	75,530	$	2	$	21	$	75,511

Table of Contents

The amortized cost and estimated fair value of marketable securities at June 30, 2021, by maturity are shown below:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
Due in one year or less	$	75,333	$	2	$	21	$	75,314
Due after one year and through five years	197		—		—		197
Total marketable securities	$	75,530	$	2	$	21	$	75,511

The following is a summary of marketable securities (designated as available-for-sale) at December 31, 2020:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Certificate of deposit	$	551	$	—	$	—	$	551
Corporate notes and bonds	45,426		—		41		45,385
Municipal securities	31,039		1		8		31,032
Total marketable securities	$	77,016	$	1	$	49	$	76,968

The amortized cost and estimated fair value of marketable securities at December 31, 2020, by maturity are shown below:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
Due in one year or less	$	76,976	$	1	$	49	$	76,928
Due after one year and through five years	40		—		—		40
Total marketable securities	$	77,016	$	1	$	49	$	76,968

4. Accounts Receivable, net

Accounts receivable, net include:


	June 30,		December 31,
	2021		2020
Accounts receivable	$	26,418	$	32,857
Less: credit allowance	(180)		(170)
Less: allowance for doubtful accounts	(1,371)		(1,012)
Total accounts receivable, net	$	24,867	$	31,675

The following is a roll-forward of the allowances for doubtful accounts related to trade accounts receivable for the six months ended June 30, 2021 and the twelve months ended December 31, 2020:


	Six Months Ended		Twelve Months Ended
	June 30, 2021		December 31, 2020
Beginning of period	$	1,012	$	973
Provision for credit losses	847		801
Write-offs	(488)		(762)
End of period	$	1,371	$	1,012

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include:

Table of Contents


	June 30,		December 31,
	2021		2020
Prepaid bandwidth and backbone	2,239		3,519
VAT receivable	4,733		4,392
Prepaid expenses and insurance	2,977		2,906
Vendor deposits and other	4,608		4,771
Total prepaid expenses and other current assets	$	14,557	$	15,588

6. Property and Equipment, net

Property and equipment, net include:


	June 30,		December 31,
	2021		2020
Network equipment	$	133,383	$	136,788
Computer equipment and software	7,132		7,358
Furniture and fixtures	1,607		1,703
Leasehold improvements	7,461		7,470
Other equipment	17		21
Total property and equipment	149,600		153,340
Less: accumulated depreciation	(107,194)		(106,922)
Total property and equipment, net	$	42,406	$	46,418

Cost of revenue depreciation expense related to property and equipment was approximately $5,929 and $5,360, respectively, for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, respectively, cost of revenue depreciation expense related to property and equipment was approximately $11,608 and $10,510, respectively.

Operating expense depreciation and amortization expense related to property and equipment was approximately $549 and $323, respectively, for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, respectively, operating expense depreciation expense related to property and equipment was approximately $1,089 and $665, respectively.

7. Other Current Liabilities

Other current liabilities include:


	June 30,		December 31,
	2021		2020
Accrued compensation and benefits	$	5,462	$	5,964
Accrued cost of revenue	4,075		5,036
Accrued interest payable	1,823		1,894
Restructuring charges	1,272		—
Other accrued expenses	4,245		4,666
Total other current liabilities	$	16,877	$	17,560

8. Debt

Convertible Senior Notes - Due 2025

On July 27, 2020, we issued $125,000 aggregate principal amount of 3.50% Convertible Senior Notes due 2025 (the Notes), including the initial purchasers’ exercise in full of their option to purchase an additional $15,000 principal amount of the Notes, in a private placement to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Notes was $120,741 after deducting transaction costs.

The Notes are governed by an indenture (the Indenture) between us, as the issuer, and U.S. Bank, National

Table of Contents

Association, as trustee. The Notes are senior, unsecured obligations of ours and will be equal in right of payment with our senior, unsecured indebtedness; senior in right of payment to our indebtedness that is expressly subordinated to the notes; effectively subordinated to our senior, secured indebtedness, including future borrowings, if any, under our $20,000 credit facility with Silicon Valley Bank (SVB), to the extent of the value of the collateral securing that indebtedness; and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable.

The Notes mature on August 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their term prior to the maturity date. Interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2021. The holders of the Notes may convert all or any portion of their Notes at their option only in the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 (and only during such calendar quarter), if the last reported sale price per share of our common stock exceeds 130% of the conversion price of $8.53 for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the measurement period) in which the trading price per $1 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions of our common stock;

(4) if we call such Notes for redemption; and

(5) at any time from, and including, May 1, 2025, until the close of business on the second scheduled trading day immediately before the maturity date.

On or after May 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in minimum principal amount denominations of $1 or any integral multiple of $1 in excess thereof, at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in the manner and subject to the terms and conditions provided in the Indenture. The Notes have an initial conversion rate of 117.2367 shares of our common stock per $1 principal amount of Notes, which is equal to an initial conversion price of approximately $8.53 per share of our common stock. The initial conversion price of the notes represents a premium of approximately 27.5% over the last reported sale price of our common stock on The Nasdaq Global Select Market of $6.69 per share on July 22, 2020. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will increase the conversion rate in certain circumstances for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, provided that the conversion rate will not exceed 149.4768 share of our common stock per $1 principal amount of Notes, subject to adjustment.

We may not redeem the Notes prior to August 4, 2023. We may redeem for cash all, or any portion in an authorized denomination, of the Notes, at our option, on or after August 4, 2023, and on or prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that we are not required to redeem or retire the Notes periodically.

If we undergo a fundamental change (as defined in the Indenture), holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

As of June 30, 2021, the conditions allowing holders of the Notes to convert had not been met and therefore the Notes are not yet convertible. The Notes are classified as long-term debt on our condensed consolidated balance sheet as of June 30,

Table of Contents

2021, and the liability component of the notes are classified as long-term debt on our condensed consolidated balance sheet as of December 31, 2020.

At the time of issuance in July 2020, we separately accounted for the liability and equity components of the Notes. We determined the initial carrying amount of the $102,500 liability component before consideration of debt discount and transaction fees by calculating the present value of the cash flows using an effective interest rate of 8.6%. The interest rate was determined based on non-convertible debt offerings of similar sizes and terms by companies with similar credit ratings (Level 2 inputs). The carrying amount of the equity component, representing the conversion option, was $22,500 and was calculated by deducting the initial carrying value of the liability component from the principal amount of the Notes as a whole. This difference represents a debt discount that is amortized to interest expense over the 5-year contractual term of the Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. On January 1, 2021, we early adopted ASU 2020-06 on a modified retrospective basis. As a result of the adoption of ASU 2020-06, our total remaining interest expense over the contractual terms of our convertible debt will be approximately $20,823 less than under the previous accounting standards. The adoption resulted in a $21,733 decrease in additional paid in capital from the derecognition of the bifurcated equity component, $20,255 increase in debt from the derecognition of the discount associated with the bifurcated equity component and $1,677 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the amortization of the bifurcated conversion option.

We initially allocated transaction costs related to the issuance of the Notes to the liability and equity components using the same proportions as the initial carrying value of the Notes. Transaction costs initially attributable to the liability component were $3,400 and are being amortized to interest expense using the effective interest method over the term of the Notes. Transaction costs attributable to the equity component were $859. Following the adoption of ASU 2020-06, the transaction costs attributable to the original equity component are now being amortized to interest expense over the remaining term of the Notes.

The net carrying amount of the liability and equity components of the Notes was as follows:


	June 30,		December 31,
	2021		2020
Liability component:
Principal	$	125,000	$	125,000
Debt discount (equity component)	—		(20,823)
Unamortized transaction costs	(3,629)		(3,232)
Net carrying amount	$	121,371	$	100,945

Equity component, net of transaction costs	$	—	$	21,733

Interest expense recognized related to the Notes was as follows:


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Contractual interest expense	$	1,094	$	—	$	2,165	$	—
Amortization of debt discount	—		—		—		—
Amortization of transaction costs	201		—		400		—
Total	$	1,295	$	—	$	2,565	$	—

As of June 30, 2021, and December 31, 2020, the estimated fair value of the Notes was $113,804 and $114,233, respectively. We estimated the fair value based on the quoted market prices in an inactive market on the last trading day of the reporting period, which are considered Level 2 inputs.

Capped Call Transactions

In connection with the offering of the Notes, we entered into privately negotiated capped call transactions with certain counterparties (collectively, the Capped Calls). The Capped Calls have an initial strike price of approximately $8.53 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $13.38 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the

Table of Contents

potential economic dilution of approximately 14.7 million shares to our common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. As the Capped Calls are considered indexed to our own stock and are equity classified, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $16,400 incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.

Line of Credit

In November 2015 we entered into the original Loan and Security Agreement (the Credit Agreement) with SVB. Since the inception, there have been seven amendments, with the most recent amendment being in December 2020. The maximum principal commitment amount remains at $20,000. Our borrowing capacity is the lesser of the commitment amount or 80% of eligible accounts receivable. All outstanding borrowings owed under the Credit Agreement become due and payable no later than the final maturity date of November 2, 2022. As long as our Adjusted Quick Ratio remains above 1.5 to 1, we no longer are required to submit quarterly borrowing base reports.

As of June 30, 2021, and December 31, 2020, we had no outstanding borrowings, and we had availability under the Credit Agreement of $18,000 and $20,000, respectively.

As of June 30, 2021, borrowings under the Credit Agreement bear interest at the current prime rate minus 0.25%. In the event of default, obligations shall bear interest at a rate per annum that is