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United States securities and exchange commission logo
November 2, 2023
Stephen Cumming
Chief Financial Officer
Edgio, Inc.
11811 North Tatum Blvd., Suite 3031
Phoenix, AZ 85028
Re: Edgio, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Form 10-Q for
Fiscal Quarter Ended June 30, 2023
File No. 001-33508
Dear Stephen Cumming:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Consolidated Statements of Operations, page 49
1. Per footnote (2) on the
face of the statements of operations, you state cost of services
excludes amortization
related to various noted intangible assets and you present gross
profit that excludes
these expenses. Accordingly, it appears your presentation of "gross
profit" is a prohibited
non-GAAP financial measure pursuant to Item 10(e)(1)(ii)(C) of
Regulation S-K. Please
remove this measure from the face of your statements of
operations.
Additionally, if you present non-GAAP "gross profit" measure elsewhere in
the filing, clearly
label it as non-GAAP and include all required disclosures regarding
non-GAAP measures in
accordance with Item 10(e)(1)(i) of Regulation S-K, including a
reconciliation to the
comparable GAAP measure (whether or not the comparable GAAP
measure is presented).
Consider this comment in regard to your presentation in earnings
releases contained in
Form 8-K's furnished.
Stephen Cumming
FirstName
Edgio, Inc. LastNameStephen Cumming
Comapany 2,
November NameEdgio,
2023 Inc.
November
Page 2 2, 2023 Page 2
FirstName LastName
Note 19. Leases and Commitments, page 89
2. Please disclose, in your annual and interim period filings, the
weighted-average remaining
lease term and weighted-average discount rate for all periods
presented in accordance with
ASC 842-20-50-4(g).
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
3. You have reported several consecutive periods of operating and net
losses and negative
operating cash flows. Please discuss whether these are known trends.
In doing so, include
descriptions and amounts of matters that have had a material impact on
reported
operations, as well as matters that are reasonably likely based on
your assessment to have
a material impact on future operations. For example, consider
discussing the operational
reasons for the losses and negative operating cash flows, what you
must do to generate
positive results and operating cash flows and explain how you intend
to meet your cash
requirements and maintain operations. Refer to Item 303 of Regulation
S-K and Release
No. 33-6835 and 33-8350 for guidance.
Results of Operations
4. Please revise to quantify factors to which changes are attributed. For
example, you
attribute the revenue increase to the inclusion of revenue from the
Edgecast acquisition,
however, you do not quantify its impact, nor address how the decrease
in the number of
your active clients worldwide affected your revenue. Refer to the
introductory paragraph
of Item 303(b) of Regulation S-K and (b)(2)(i) therein, and section
501.04 of our
Codification of Financial Reporting Policies for guidance.
Liquidity and Capital Resources
Operating Activities
5. It appears your analyses in this Form 10-Q and 2022 Form 10-K do not
fully explain the
changes in net cash flows of operating activities between the
respective current and
corresponding prior year periods presented. For example, the items
cited in this Form 10-
Q analysis appear to sum to a negative change of $6,885 for the
current period when the
current period decreased by $21,187, and the items cited in the 2022
Form 10-K analysis
appear to sum to a positive change of $39,447 for the current period
when the current
period decreased by $12,758. Please expand your analysis to discuss
all material factors
affecting the reported amount of operating cash flows from period to
period and the
reasons underlying these factors. In so doing, refer to the
introductory paragraph of
section IV.B and B.1 of Release No. 33-8350 for guidance on the
analysis.
Stephen Cumming
FirstName
Edgio, Inc. LastNameStephen Cumming
Comapany 2,
November NameEdgio,
2023 Inc.
November
Page 3 2, 2023 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services