Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2022
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
File Number)
(I.R.S. Employer
Identification Number)
2220 W. 14th Street
Tempe, AZ 85281
(Address, including zip code, of principal executive offices)
(602) 850-5000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common stock, par value $0.001 per shareEGIONASDAQ
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.

Item 2.02Results of Operations and Financial Condition.
On August 8, 2022, Edgio, Inc. issued a press release regarding its financial results for the second quarter ended June 30, 2022, and certain other information. The full text of this press release is furnished herewith as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
104.0Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 8, 2022By:/s/ Richard Diegnan
Richard Diegnan
Chief Legal Officer & Secretary


Exhibit 99.1
Edgio Reports Second Quarter Financial Results
Record second quarter revenue of $74.3 million, up 54% year over year
Raises synergy target from Edgecast acquisition to $60 million
Raises 2022 revenue guidance and issues 2023 outlook
TEMPE, Ariz., August 8, 2022 Edgio, Inc. (Nasdaq: EGIO), securely powering the most performant applications, delivery, and streaming experiences at the edge, today reported strong financial results for the second quarter ended June 30, 2022. Continuing four consecutive quarters of improved profitability, expanding market share, and extending its product portfolio - bolstered by two transformative acquisitions - Edgio’s solutions are demonstrating value and delivering meaningful impact.
“We continue to successfully execute on our multi-year transformation plan. In the past 12 months, we have completed two acquisitions, overhauled all aspects of our operating model, removed significant costs, and implemented a new growth-oriented commercial team. Our solutions are demonstrating proof of value, our clients are doing more with us as we innovate our technology business and continue to develop solutions to respond to dynamically evolving needs. While our strategy benefits from sector tailwinds, our innovation will allow us to continue to capture market share, sustain growth and improve profitability,” said Bob Lyons, President and Chief Executive Officer.
“Second quarter 2022 revenue was ahead of plan and a historical best as we continue building on the momentum established late last year. While we do not intend to provide 2023 guidance until later this year, we have completed our initial bottom up outlook for next year. We remain very excited about these transformative acquisitions and the foundation now in place to support our strategic objective of being the global leader in edge-enabled solutions for the outcome buyer - a technology company that can deliver continuously improving growth and profitability to our shareholders,” said Lyons.
Q2 2022 highlights:
Revenue of $74.3 million, an expansion of 54% from the previous year:
Limelight contributed $61.5 million, a 27% year over year expansion, resulting from core business growth and the addition of Layer0 revenue.
Edgio had its third consecutive quarter of double-digit growth, a clear indication of the company's ability to capture market share.
Edgecast contributed $12.8 million in the quarter.
Gross margin was 30%, up 1050 basis points year over year:
A large in quarter capacity acquisition and the integration of Edgecast's excess network capacity had a temporary negative impact
New capacity will support planned Q3 and Q4 increased demand resulting from new content, Thursday Night Football and a large software client committing to double their traffic.
Online capacity adequately mitigates previously highlighted supply chain concerns.

Exhibit 99.1

Edgio’s solutions: A foundation for continued growth and profitability improvement:
Edgio AppOps provides the most powerful, comprehensive integrated cloud security, development and CDN solution suite in the world.
App Security: The most complete web application and API protection solution in the market, it includes DDoS, WAF and Bot Management capabilities, and recently stopped a 355 million packets per second DDoS attack - one of the largest ever blocked.
App Edge: Modern web development tools proven to double developer velocity.
App Platform: Integrated Suite of Edge application CDN and compute services.
Edgio Delivery, the second largest and the most performant edge delivery platform, boasts approximately 230 terabits per second and is delivered across more than 300 global PoPs.
Edgio Streaming is a mission-critical streaming platform that supports some of the most demanding, well-known companies with a unique ability to capture usage data that can be used to continuously improve viewer experience. Edgio will manage more than 30,000 live events and insert over 50 billion ads for clients this year.
Updating 2022 Guidance:
“We have implemented the first phase of our target operating model and have a clear line of sight to achieving our targeted pro forma financial performance. Based on current conditions, we are updating guidance for the remainder of 2022 as follows,” said Dan Boncel, Chief Financial Officer.
Edgio, Inc.
2022 Guidance
August 2022April 2022
Revenue$380 to $390 million$240 to $250 million
Adjusted EBITDA$13 to $16 million$24 to $28 million
Capital expendituresLess than 10% of revenue$20 to $25 million
Forward Looking Outlook
“While we will not provide 2023 guidance until later this year, we have completed our initial deep dive combined pro-forma analysis and would like to share our initial outlook,” continued Boncel.
The company completed the Edgecast acquisition on June 15 and has successfully implemented the first phase of integration.
Management has identified additional synergy opportunities beyond the original $50 million and now expects at least $60 million in annualized run rate synergies.
Management has achieved $17.5 million of synergies to date, well ahead of plan.

Exhibit 99.1
Initial 2023 revenue outlook of between $550 and $560 million, and adjusted EBITDA that exceeds $65 million.
An implied revenue expansion of 44% and adjusted EBITDA margin expansion from 4% in 2022 to 12% in 2023.
Approximately 45% of total revenue falling into the high margin and recurring profile.

Exhibit 99.1
Financial Tables
Edgio, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
June 30,
March 31,
December 31,
Current assets:
Cash and cash equivalents$55,175 $27,175 $41,918 
Marketable securities22,158 34,751 37,367 
Accounts receivable, net108,445 55,040 42,217 
Income taxes receivable58 63 61 
Prepaid expenses and other current assets32,107 16,044 13,036 
Total current assets217,943 133,073 134,599 
Property and equipment, net106,059 34,792 33,622 
Operating lease right of use assets7,124 6,064 6,338 
Marketable securities, less current portion40 40 40 
Deferred income taxes2,866 1,822 1,893 
Goodwill163,489 113,463 114,511 
Intangible assets, net72,655 13,827 14,613 
Other assets7,334 4,779 5,485 
Total assets$577,510 $307,860 $311,101 
Current liabilities:
Accounts payable$19,800 $15,599 $11,631 
Deferred revenue4,790 2,189 3,266 
Operating lease liability obligations4,755 1,754 1,861 
Income taxes payable262 215 873 
Other current liabilities75,391 20,403 19,292 
Total current liabilities104,998 40,160 36,923 
Convertible senior notes, net122,202 121,991 121,782 
Operating lease liability obligations, less current portion11,352 9,209 9,616 
Deferred income taxes100 303 308 
Deferred revenue, less current portion1,530 282 116 
Other long-term liabilities716 721 777 
Total liabilities240,898 172,666 169,522 
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; 219,706, 138,178 and 134,337 shares issued and outstanding at June 30, 2022, March 31, 2022, and December 31, 2021, respectively220 138 134 
Common stock contingent consideration16,900 — — 
Additional paid-in capital793,522 590,249 576,807 
Accumulated other comprehensive loss(11,413)(9,004)(8,345)
Accumulated deficit(462,617)(446,189)(427,017)
Total stockholders’ equity336,612 135,194 141,579 
Total liabilities and stockholders’ equity$577,510 $307,860 $311,101 

Exhibit 99.1
Edgio, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
 Three Months EndedSix Months Ended
June 30,March 31,PercentJune 30,PercentJune 30,June 30,Percent
Revenue$74,312 $57,959 28 %$48,348 54 %$132,270 $99,543 33 %
Cost of revenue:
Cost of services (1)46,088 35,070 31 %32,976 40 %81,157 66,021 23 %
Depreciation — network5,903 5,089 16 %5,929 — %10,992 11,608 (5)%
Total cost of revenue51,991 40,159 29 %38,905 34 %92,149 77,629 19 %
Gross profit22,321 17,800 25 %9,443 136 %40,121 21,914 83 %
Gross profit percentage30.0 %30.7 %19.5 %30.3 %22.0 %
Operating expenses:
General and administrative (1)26,927 15,833 70 %7,515 258 %42,760 20,412 109 %
Sales and marketing (1)10,946 7,627 44 %5,784 89 %18,573 15,631 19 %
Research and development (1)12,161 9,577 27 %5,187 134 %21,738 11,315 92 %
Depreciation and amortization1,508 1,032 46 %549 175 %2,540 1,089 133 %
Restructuring charges4,368 698 NM2,155 NM5,066 9,028 NM
Total operating expenses55,910 34,767 61 %21,190 164 %90,677 57,475 58 %
Operating loss(33,589)(16,967)NM(11,747)NM(50,556)(35,561)NM
Other income (expense):
Interest expense(1,315)(1,313)NM(1,305)NM(2,628)(2,591)NM
Interest income33 27 NM42 NM60 87 NM
Other, net(1,146)(713)NM(440)NM(1,859)(655)NM
Total other expense(2,428)(1,999)NM(1,703)NM(4,427)(3,159)NM
Loss before income taxes(36,017)(18,966)NM(13,450)NM(54,983)(38,720)NM
Income tax (benefit) expense(19,589)206 NM248 NM(19,383)507 NM
Net loss$(16,428)$(19,172)NM$(13,698)NM$(35,600)$(39,227)NM
Net loss per share:
Weighted average shares used in per share calculation:
Basic151,776 135,528 126,050 143,652 125,170 
Diluted151,776 135,528 126,050 143,652 125,170 
(1) Includes share-based compensation (see supplemental table for figures)

Exhibit 99.1
Edgio, Inc.
Supplemental Financial Data
(In thousands)
 Three Months EndedSix Months Ended
June 30,March 31,June 30,June 30,June 30,
Share-based compensation:
Cost of services$326 $408 $458 $734 $704 
General and administrative2,166 2,103 1,874 4,269 7,902 
Sales and marketing1,376 1,181 395 2,557 958 
Research and development3,423 3,320 614 6,743 985 
Restructuring charges— — 917 — 2,271 
Total share-based compensation$7,291 $7,012 $4,258 $14,303 $12,820 
Depreciation and amortization:
Network-related depreciation$5,903 $5,089 $5,929 $10,992 $11,608 
Other depreciation and amortization336 246 549 582 1,089 
Amortization of intangible assets1,172 786 — 1,958 — 
Total depreciation and amortization$7,411 $6,121 $6,478 $13,532 $12,697 
Net increase (decrease) in cash, cash equivalents and marketable securities:$15,407 $(17,359)$2,608 $(1,952)$(4,187)
End of period statistics:
Approximate number of active clients1,000 577 533 1,000 533 
Number of employees and employee equivalents1,317 556 459 1,317 459 

Exhibit 99.1
Edgio, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
 Three Months EndedSix Months Ended
June 30,March 31,June 30,June 30,June 30,
Operating activities
Net loss$(16,428)$(19,172)$(13,698)$(35,600)$(39,227)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization7,411 6,121 6,478 13,532 12,697 
Share-based compensation7,291 7,012 4,258 14,303 12,820 
Foreign currency remeasurement loss441 242 257 683 186 
Deferred income taxes(19,278)(2)(71)(19,280)(81)
Gain on sale of property and equipment(10)— (107)(10)(107)
Accounts receivable charges272 381 278 847 
Amortization of premium on marketable securities204 280 573 484 1,182 
Noncash interest expense211 209 201 420 400 
Changes in operating assets and liabilities:
Accounts receivable(4,861)(13,095)3,903 (17,956)5,962 
Prepaid expenses and other current assets(1,451)(3,174)(7)(4,625)439 
Income taxes receivable(553)(2)46 (555)10 
Other assets292 834 513 1,126 912 
Accounts payable and other current liabilities23,046 3,625 1,523 26,671 6,732 
Deferred revenue2,778 (911)(273)1,867 (357)
Income taxes payable52 (655)68 (603)141 
Other long term liabilities(2)(55)(108)(57)(111)
Net cash (used in) provided by operating activities(851)(18,471)3,937 (19,322)2,445 
Investing activities
Purchases of marketable securities(1,340)(6,839)(20,537)(8,179)(31,411)
Sale and maturities of marketable securities13,784 9,087 25,818 22,871 31,715 
Purchases of property and equipment(12,975)(5,350)(2,986)(18,325)(9,614)
Proceeds from sale of property and equipment10 — 107 10 107 
Cash acquired in acquisition of business
30,374 492 — 30,866 — 
Net cash provided by (used in) investing activities29,853 (2,610)2,402 27,243 (9,203)
Financing activities
Payment of debt issuance costs— — (30)— (30)
Payment of employee tax withholdings related to restricted stock vesting(524)(1,285)(427)(1,809)(1,098)
Proceeds from employee stock plans785 7,986 2,613 8,771 5,460 
Net cash provided by financing activities261 6,701 2,156 6,962 4,332 
Effect of exchange rate changes on cash and cash equivalents(1,263)(363)(50)(1,626)(304)
Net increase (decrease) in cash and cash equivalents28,000 (14,743)8,445 13,257 (2,730)
Cash and cash equivalents, beginning of period27,175 41,918 35,620 41,918 46,795 
Cash and cash equivalents, end of period$55,175 $27,175 $44,065 $55,175 $44,065 
Use of Non-GAAP Financial Measures
To evaluate our business, we consider and use non-generally accepted accounting principles (Non-GAAP) net income (loss), EBITDA and Adjusted EBITDA as supplemental measures of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income (loss) to be an important indicator of overall business performance. We define Non-GAAP net income (loss) to be U.S. GAAP net income (loss) adjusted to exclude share-based compensation, non-cash interest expense, restructuring and

Exhibit 99.1
transition related charges, acquisition and legal related expenses, and amortization of intangible assets. We believe that EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define EBITDA as U.S. GAAP net income (loss) adjusted to exclude depreciation and amortization, interest expense, interest and other (income) expense, and income tax expense (benefit). We define Adjusted EBITDA as EBITDA adjusted to exclude share-based compensation, restructuring and transition related charges, and acquisition and legal related expenses. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. Our management uses these Non-GAAP financial measures because, collectively, they provide valuable information on the performance of our on-going operations, excluding non-cash charges, taxes and non-core activities (including interest payments related to financing activities). These measures also enable our management to compare the results of our on-going operations from period to period, and allow management to review the performance of our on-going operations against our peer companies and against other companies in our industry and adjacent industries. We believe these measures also provide similar insights to investors and enable investors to review our results of operations “through the eyes of management.”
Furthermore, our management uses these Non-GAAP financial measures to assist them in making decisions regarding our strategic priorities and areas for future investment and focus. The terms Non-GAAP net income (loss), EBITDA and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Our Non-GAAP net income (loss), EBITDA and Adjusted EBITDA have limitations as analytical tools, and when assessing our operating performance, Non-GAAP net income (loss), EBITDA and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:
•     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.

Exhibit 99.1
We compensate for these limitations by relying primarily on our U.S. GAAP results and using Non-GAAP net income (loss), EBITDA, and Adjusted EBITDA only as supplemental support for management's analysis of business performance. Non-GAAP net income (loss), EBITDA and Adjusted EBITDA are calculated as follows for the periods presented in thousands:
Reconciliation of Non-GAAP Financial Measures
In accordance with the requirements of Item 10(e) of Regulation S-K, we are presenting the most directly comparable U.S. GAAP financial measures and reconciling the unaudited Non-GAAP financial metrics to the comparable U.S. GAAP measures. Per share amounts may not foot due to rounding.
Edgio, Inc.
Reconciliation of U.S. GAAP Net Loss to Non-GAAP Net Income (Loss)
(In thousands)
Three Months EndedSix Months Ended
June 30, 2022March 31, 2022June 30, 2021June 30, 2022June 30, 2021
AmountPer ShareAmountPer ShareAmountPer ShareAmountPer ShareAmountPer Share
U.S. GAAP net loss$(16,428)$(0.11)$(19,172)$(0.14)$(13,698)$(0.11)$(35,600)$(0.25)$(39,227)$(0.31)
Share-based compensation7,291 0.05 7,012 0.05 3,341 0.03 14,303 0.10 5,985 0.05 
Non-cash interest expense211 — 209 — 201 — 420 — 400 — 
Restructuring and transition related charges4,368 0.03 698 0.01 2,155 0.02 5,066 0.04 13,855 0.11 
Acquisition and legal related expenses14,167 0.09 5,107 0.04 — — 19,274 0.13 — — 
Amortization of intangible assets1,172 0.01 786 0.01 — — 1,958 0.01 — — 
Non-GAAP net income (loss)$10,781 $0.07 $(5,360)$(0.04)$(8,001)$(0.06)$5,421 $0.04 $(18,987)$(0.15)
Weighted average shares used in per share calculation:151,776 135,528 126,050 143,652 125,170 

Exhibit 99.1
Edgio, Inc.
Reconciliation of U.S. GAAP Net Loss to EBITDA to Adjusted EBITDA
(In thousands)
Three Months EndedSix Months Ended
June 30,March 31,June 30,June 30,June 30,
U.S. GAAP net loss$(16,428)$(19,172)$(13,698)$(35,600)$(39,227)
Depreciation and amortization7,411 6,121 6,478 13,532 12,697 
Interest expense1,315 1,313 1,305 2,628 2,591 
Interest and other (income) expense 1,113 686 398 1,799 568 
Income tax (benefit) expense (19,589)206 248 (19,383)507 
EBITDA $(26,178)$(10,846)$(5,269)$(37,024)$(22,864)
Share-based compensation7,291 7,012 3,341 14,303 5,985 
Restructuring and transition related charges4,368 698 2,155 5,066 13,855 
Acquisition and legal related expenses14,167 5,107 — 19,274 — 
Adjusted EBITDA $(352)$1,971 $227 $1,619 $(3,024)
For future periods, we are unable to provide a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) as a result of the uncertainty regarding, and the potential variability of, the amounts of depreciation and amortization, interest expense, interest and other (income) expense and income tax expense (benefit), that may be incurred in the future.
Conference Call
At approximately 4:30 p.m. EDT (1:30 p.m. PDT) today, management will host a quarterly conference call for investors. Interested parties can access the call by dialing (844) 200-6205 from the United States or (929) 526-1599 internationally, with access code 974364. The conference call will also be audio cast live from www.edg.io and a replay will be available following the call from the Edgio website.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. These statements include, among others, statements regarding our expectations regarding revenue, gross margin, non-GAAP net income (loss), capital expenditures, and our future prospects, areas of investment, and product launches. Our expectations and beliefs regarding these matters may not materialize. The potential risks and uncertainties that could cause actual results or outcomes to differ materially from the results or outcomes predicted include, among other things, reduction of demand for our services from new or existing clients, unforeseen changes in our hiring patterns, adverse outcomes in litigation, experiencing expenses that exceed our expectations, and acquisition activities and contributions from acquired businesses. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Forms 10-K and 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online on our investor relations website at investors.edgio.com and on the SEC website at www.SEC.gov. All information provided in this release and in the attachments is as of August 8, 2022, and we undertake no duty to update this information in light of new information or future events, unless required by law.

Exhibit 99.1
About Edgio
Edgio (NASDAQ: EGIO) is an edge-enabled software solutions provider powering unmatched, secure digital experiences through a seamlessly integrated delivery, applications and streaming platform. Our globally-scaled technology and expert services fuel the world’s top brands with the capacity to deliver the fastest, most dynamic, and frictionless education, entertainment, events and applications to every user. Dedicated to providing unparalleled client care and extending value every step of the way, Edgio is a partner of choice, driving about 20 percent of worldwide internet traffic to support the most popular shows, movies, sports, games and music, and instant-loading websites. To learn more, visit edg.io and follow us on Twitter, LinkedIn and Facebook.
Source: Edgio
Edgio, Inc.
Investor relations: Sameet Sinha, 646-337-8909
Media relations: Katherine Webb, 919-323-6190
Ticker Slug:
Ticker: EGIO
Exchange: NASDAQ