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llnw-20210331

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 March 31, 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 April 22, 2021: 125,688,564 shares.

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LIMELIGHT NETWORKS, INC.

FORM 10-Q

Quarterly Period Ended March 31, 2021

TABLE OF CONTENTS


		Page
Note Regarding Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	4
	Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020	5
	Unaudited Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2021 and 2020	6
	Unaudited Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2021 and 2020	7
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
Item 4.	CONTROLS AND PROCEDURES	32

PART II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	34
Item 1A.	RISK FACTORS	34
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	48
Item 3.	DEFAULTS UPON SENIOR SECURITIES	49
Item 4.	MINE SAFETY DISCLOSURES	49
Item 5.	OTHER INFORMATION	49
Item 6.	EXHIBITS	50
	SIGNATURES	51

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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; and

•our beliefs regarding the significance of our large clients.

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.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Limelight Networks, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	35,620	$	46,795
Marketable securities	81,308		76,928
Accounts receivable, net	29,151		31,675
Income taxes receivable	102		68
Prepaid expenses and other current assets	14,784		15,588
Total current assets	160,965		171,054
Property and equipment, net	46,863		46,418
Operating lease right of use assets	9,521		10,150
Marketable securities, less current portion	40		40
Deferred income taxes	1,577		1,530
Goodwill	77,421		77,753
Other assets	6,742		7,233
Total assets	$	303,129	$	314,178
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,029	$	4,587
Deferred revenue	844		933
Operating lease liability obligations	2,233		2,465
Income taxes payable	322		253
Other current liabilities	19,264		17,560
Total current liabilities	30,692		25,798
Convertible senior notes, net	121,200		100,945
Operating lease liability obligations, less current portion	10,781		11,265
Deferred income taxes	360		279
Deferred revenue, less current portion	226		220
Other long-term liabilities	476		479
Total liabilities	163,735		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; 125,248 and 123,653 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	125		124
Additional paid-in capital	545,516		556,512
Accumulated other comprehensive loss	(8,462)		(7,511)
Accumulated deficit	(397,785)		(373,933)
Total stockholders’ equity	139,394		175,192
Total liabilities and stockholders’ equity	$	303,129	$	314,178

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

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Limelight Networks, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)


	Three Months Ended March 31,
	2021		2020
Revenue	$	51,195	$	57,012
Cost of revenue:
Cost of services	33,021		31,113
Depreciation — network	5,679		5,150
Total cost of revenue	38,700		36,263
Gross profit	12,495		20,749
Operating expenses:
General and administrative	12,948		7,882
Sales and marketing	9,835		11,894
Research and development	6,113		5,618
Depreciation and amortization	540		341
Restructuring charge	6,873		—
Total operating expenses	36,309		25,735
Operating loss	(23,814)		(4,986)
Other income (expense):
Interest expense	(1,286)		(10)
Interest income	45		25
Other, net	(214)		(110)
Total other expense	(1,455)		(95)
Loss before income taxes	(25,269)		(5,081)
Income tax expense	260		176
Net loss	$	(25,529)	$	(5,257)

Net loss per share:
Basic	$	(0.21)	$	(0.04)
Diluted	$	(0.21)	$	(0.04)

Weighted average shares used in per share calculation:
Basic	124,290		118,964
Diluted	124,290		118,964

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

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Limelight Networks, Inc.

Unaudited Consolidated Statements of Comprehensive Loss

(In thousands)


	Three Months Ended March 31,
	2021		2020
Net loss	$	(25,529)	$	(5,257)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investments	12		—
Foreign currency translation gain (loss)	(963)		(1,339)
Other comprehensive income (loss)	(951)		(1,339)
Comprehensive loss	$	(26,480)	$	(6,596)

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

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Limelight Networks, Inc.

Unaudited Consolidated Statements of Stockholders' Equity

(In thousands)

For the Three Months Ended March 31, 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	—	—		—		—		(25,529)		(25,529)
Change in unrealized loss on available-for-sale investments, net of taxes	—	—		—		12		—		12
Foreign currency translation adjustment, net of taxes	—	—		—		(963)		—		(963)
Exercise of common stock options	1,158	1		2,847		—		—		2,848
Vesting of restricted stock units	633	—		(1)		—		—		(1)
Restricted stock units surrendered in lieu of withholding taxes	(196)	—		(671)		—		—		(671)

Share-based compensation	—	—		8,562		—		—		8,562


Balance March 31, 2021	125,248	$	125	$	545,516	$	(8,462)	$	(397,785)	$	139,394

For the Three Months Ended March 31, 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	—	—		—		—		(5,257)		(5,257)

Foreign currency translation adjustment, net of taxes	—	—		—		(1,339)		—		(1,339)
Exercise of common stock options	698	1		2,138		—		—		2,139
Vesting of restricted stock units	876	1		(1)		—		—		—
Restricted stock units surrendered in lieu of withholding taxes	(300)	—		(1,515)		—		—		(1,515)
Share-based compensation	—	—		3,298		—		—		3,298
Balance March 31, 2020	119,642	$	120	$	534,205	$	(10,549)	$	(359,913)	$	163,863

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

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Limelight Networks, Inc.

Unaudited Consolidated Statements of Cash Flows

(In thousands)


	Three Months Ended March 31,
	2021		2020
Operating activities
Net loss	$	(25,529)	$	(5,257)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6,219		5,491
Share-based compensation	8,562		5,064
Foreign currency remeasurement gain	(71)		(397)
Deferred income taxes	(10)		(44)
Accounts receivable charges	466		158
Amortization of premium on marketable securities	609		—
Noncash interest expense	199		—
Changes in operating assets and liabilities:
Accounts receivable	2,059		(285)
Prepaid expenses and other current assets	446		(1,433)
Income taxes receivable	(36)		3
Other assets	399		626
Accounts payable and other current liabilities	5,209		5,892
Deferred revenue	(84)		(250)
Income taxes payable	73		2
Other long term liabilities	(3)		6
Net cash (used in) provided by operating activities	(1,492)		9,576
Investing activities
Purchases of marketable securities	(10,874)		—
Sale and maturities of marketable securities	5,897		—
Purchases of property and equipment	(6,628)		(6,863)
Net cash used in investing activities	(11,605)		(6,863)
Financing activities
Payments of employee tax withholdings related to restricted stock vesting	(671)		(1,515)
Proceeds from employee stock plans	2,847		2,138
Net cash provided by financing activities	2,176		623
Effect of exchange rate changes on cash and cash equivalents	(254)		(250)
Net increase (decrease) in cash and cash equivalents	(11,175)		3,086
Cash and cash equivalents, beginning of period	46,795		18,335
Cash and cash equivalents, end of period	$	35,620	$	21,421
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	2,252	$	10
Cash paid during the period for income taxes, net of refunds	$	229	$	220

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

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Limelight Networks, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 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 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

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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.

Recently Issued Accounting Standards

During the three months ended March 31, 2021, there were no new accounting standards issued that would impact Limelight Networks, Inc.

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 Charge

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 either 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 March 31, 2021, we have approximately $2,901 of remaining unsatisfied performance obligations. We recognized revenue of approximately $1,901 and $2,154, respectively, during the three months ended March 31, 2021 and 2020, related to these types of contracts with our clients. We expect to recognize approximately 87% of the remaining unsatisfied performance obligations in 2021, approximately 11% 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 March 31, 2021.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Certificate of deposit	$	548	$	—	$	1	$	547
Corporate notes and bonds	49,867		5		29		49,843
Municipal securities	30,970		—		12		30,958
Total marketable securities	$	81,385	$	5	$	42	$	81,348

The amortized cost and estimated fair value of marketable securities at March 31, 2021, by maturity are shown below:

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	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
Due in one year or less	$	78,430	$	5	$	38	$	78,397
Due after one year and through five years	2,955		—		4		2,951
Total marketable securities	$	81,385	$	5	$	42	$	81,348

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:


	March 31,		December 31,
	2021		2020
Accounts receivable	$	30,486	$	32,857
Less: credit allowance	(210)		(170)
Less: allowance for doubtful accounts	(1,125)		(1,012)
Total accounts receivable, net	$	29,151	$	31,675

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


	Three Months Ended		Twelve Months Ended
	March 31, 2021		December 31, 2020
Beginning of period	$	1,012	$	973
Provision for credit losses	466		801
Write-offs	(353)		(762)
End of period	$	1,125	$	1,012

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include:

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	March 31,		December 31,
	2021		2020
Prepaid bandwidth and backbone	2,890		3,519
VAT receivable	4,430		4,392
Prepaid expenses and insurance	2,692		2,906
Vendor deposits and other	4,772		4,771
Total prepaid expenses and other current assets	$	14,784	$	15,588

6. Property and Equipment, net

Property and equipment, net include:


	March 31,		December 31,
	2021		2020
Network equipment	$	137,685	$	136,788
Computer equipment and software	7,147		7,358
Furniture and fixtures	1,607		1,703
Leasehold improvements	7,457		7,470
Other equipment	18		21
Total property and equipment	153,914		153,340
Less: accumulated depreciation	(107,051)		(106,922)
Total property and equipment, net	$	46,863	$	46,418

Cost of revenue depreciation expense related to property and equipment was approximately $5,679 and $5,150, respectively, for the three months ended March 31, 2021 and 2020, respectively.

Operating expense depreciation and amortization expense related to property and equipment was approximately $540 and $341, respectively, for the three months ended March 31, 2021 and 2020, respectively.

7. Other Current Liabilities

Other current liabilities include:


	March 31,		December 31,
	2021		2020
Accrued compensation and benefits	$	5,219	$	5,964
Accrued cost of revenue	4,932		5,036
Accrued interest payable	729		1,894
Restructuring charge	4,139		—
Other accrued expenses	4,245		4,666
Total other current liabilities	$	19,264	$	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 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)

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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.

During the three months ended March 31, 2021, the conditions allowing holders of the Notes to convert were not 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 March 31, 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

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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:


	March 31,		December 31,
	2021		2020
Liability component:
Principal	$	125,000	$	125,000
Debt discount (equity component)	—		(20,823)
Unamortized transaction costs	(3,800)		(3,232)
Net carrying amount	$	121,200	$	100,945

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

Interest expense recognized related to the Notes was as follows:


	Three Months Ended
	March 31, 2021		March 31, 2020
Contractual interest expense	$	1,071	$	—
Amortization of debt discount	—		—
Amortization of transaction costs	199		—
Total	$	1,270	$	—

As of March 31, 2021, and December 31, 2020, the estimated fair value of the Notes was $118,294 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 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.

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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 March 31, 2021, and December 31, 2020, we had no outstanding borrowings, and we had availability under the Credit Agreement of $20,000.

As of March 31, 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 3% above the then applicable rate.

Amendment fees and other commitment fees are included in interest expense. During the three months ended March 31, 2021 and 2020, there was no interest expense, and fees expense and amortization was $16 and $10, respectively.

Any borrowings are secured by essentially all of our domestic personal property, with a negative pledge on intellectual property. SVB’s security interest in our foreign subsidiaries is limited to 65% of the voting stock of each such foreign subsidiary.

We are required to maintain an Adjusted Quick Ratio of at least 1.0 to 1.0. We are also subject to certain customary limitations on our ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain restricted payments such as dividends, dispose of assets or undergo a change in control. As of March 31, 2021, we were in compliance with our covenant under the Credit Agreement.

9. Restructuring Charge

During the first quarter of 2021, management committed to an action to restructure certain parts of the company to focus on improved growth and profitability. As a result, certain headcount reductions were implemented, and we incurred certain charges related to share-based compensation and professional fees. We expect to incur additional restructuring charges related to this action of approximately $6,000 to $7,000 during the remainder of 2021 and through the first quarter of 2022. We do not expect any additional restructure charges related to this action beyond the first quarter of 2022.

The following table summarizes the activity of our restructuring accrual (recorded in other current liabilities on our condensed consolidated balance sheet) during the three months ended March 31, 2021 (in thousands):


	Employee Severance and Related Benefits		Share-Based Compensation		Professional Fees and Other		Total
Balance as of January 1, 2021	$	—	$	—	$	—	$	—
Costs incurred (recorded in restructuring charge)	3,513		1,354		2,006		6,873
Cash disbursements	(1,143)		—		(237)		(1,380)
Non-cash charges	—		(1,354)		—		(1,354)
Balance as of March 31, 2021	$	2,370	$	—	$	1,769	$	4,139

10. Contingencies

Legal Matters

We are subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows and accordingly, no legal contingencies were accrued as of March 31, 2021, and December 31, 2020. Litigation relating to the content delivery services industry is not uncommon, and we are, and from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

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Taxes

We are subject to indirect taxation in various states and foreign jurisdictions. Laws and regulations that apply to communications and commerce conducted over the Internet are becoming more prevalent, both in the United States and internationally, and may impose additional burdens on us conducting business online or providing Internet-related services. Increased regulation could negatively affect our business directly, as well as the businesses of our clients, which could reduce their demand for our services. For example, tax authorities in various states and abroad may impose taxes on the Internet-related revenue we generate based on regulations currently being applied to similar but not directly comparable industries.

There are many transactions and calculations where the ultimate tax determination is uncertain. In addition, domestic and international taxation laws are subject to change. In the future, we may come under audit, which could result in changes to our tax estimates. We believe we maintain adequate tax reserves, that are not material in amount, to offset potential liabilities that may arise upon audit. Although we believe our tax estimates and associated reserves are reasonable, the final determination of tax audits and any related litigation could be materially different than the amounts established for tax contingencies. To the extent these estimates ultimately prove to be inaccurate, the associated reserves would be adjusted, resulting in the recording of a benefit or expense in the period in which a change in estimate or a final determination is made.

11. Net Loss per Share

We calculate basic and diluted loss per weighted average share. We use the weighted-average number of shares of common stock outstanding during the period for the computation of basic loss per share. Diluted loss per share include the dilutive effect of all potentially dilutive common stock, including awards granted under our equity incentive compensation plans in the weighted-average number of shares of common stock outstanding.

The following table sets forth the components used in the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data):


	Three Months Ended March 31,
	2021		2020
Net loss	$	(25,529)	$	(5,257)
Basic weighted average outstanding shares of common stock	124,290		118,964
Basic weighted average outstanding shares of common stock	124,290		118,964
Dilutive effect of stock options, restricted stock units, and other equity incentive plans	—		—
Diluted weighted average outstanding shares of common stock	124,290		118,964
Basic net loss per share	$	(0.21)	$	(0.04)
Diluted net loss per share:	$	(0.21)	$	(0.04)

For the three months ended March 31, 2021 and 2020, respectively, the following potentially dilutive common stock, including awards granted under our equity incentive compensation plans were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive.


	Three Months Ended March 31,
	2021	2020
Employee stock purchase plan	256	234
Stock options	3,400	5,905
Restricted stock units	1,207	1,851
Convertible senior notes	14,654	—
	19,517	7,990

12. Stockholders’ Equity

Common Stock

On March 14, 2017, our board of directors authorized a $25,000 share repurchase program. Any shares repurchased under this program will be canceled and returned to authorized but unissued status. During the three months ended March 31, 2021 and 2020, we did not repurchase any shares under the repurchase program. As of March 31, 2021, there remained $21,200

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under this share repurchase program.

Amended and Restated Equity Incentive Plan

We established the 2007 Equity Incentive Plan, or the 2007 Plan, which allows for the grant of equity, including stock options and restricted stock unit awards. In June 2016, our stockholders approved the Amended and Restated 2007 Equity Incentive Plan, or the Restated 2007 Plan, which amended and restated the 2007 Plan. Approval of the Restated 2007 Plan replaced the terms and conditions of the 2007 Plan with the terms and conditions of the Restated 2007 Plan and extended the term of the plan to April 2026. There was no increase in the aggregate amount of shares available for issuance. The total number of shares authorized for issuance under the Restated 2007 Plan as of March 31, 2021 was approximately 15,403.

Employee Stock Purchase Plan

In June 2013, our stockholders approved our 2013 Employee Stock Purchase Plan (ESPP), authorizing the issuance of 4,000 shares. In May 2019, our stockholders approved the adoption of Amendment 1 to the ESPP. Amendment 1 increased the number of shares authorized to 9,000 shares (an increase of 5,000 shares) and amended the maximum number of shares of common stock that an eligible employee may be permitted to purchase during each offering period to be 5 shares. The ESPP allows participants to purchase our common stock at a 15% discount of the lower of the beginning or end of the offering period using the closing price on that day. During the three months ended March 31, 2021 and 2020, we did not issue any shares under the ESPP. As of March 31, 2021, shares reserved for issuance to employees under this plan totaled 3,685, and we held employee contributions of $776 (included in other current liabilities) for future purchases under the ESPP.

Preferred Stock

Our board of directors has authorized the issuance of up to 7,500 shares of preferred stock at March 31, 2021. The preferred stock may be issued in one or more series pursuant to a resolution or resolutions providing for such issuance duly adopted by the board of directors. As of March 31, 2021, the board of directors had not adopted any resolutions for the issuance of preferred stock.

13. Accumulated Other Comprehensive Loss

Changes in the components of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2021, was as follows:




	Foreign		Available for
	Currency		Sale Securities		Total
Balance, December 31, 2020	$	(7,460)	$	(51)	$	(7,511)
Other comprehensive loss before reclassifications	(963)		12		(951)
Amounts reclassified from accumulated other comprehensive loss	—		—		—
Net current period other comprehensive loss	(963)		12		(951)
Balance, March 31, 2021	$	(8,423)	$	(39)	$	(8,462)

14. Share-Based Compensation

The following table summarizes the components of share-based compensation expense included in our consolidated statements of operations:

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	Three Months Ended March 31,
	2021		2020
Share-based compensation expense by type:
Stock options	$	5,910	$	1,048
Restricted stock units	2,404		3,881
ESPP	248		135
Total share-based compensation expense	$	8,562	$	5,064
Share-based compensation expense:
Cost of services	$	246	$	763
General and administrative expense	6,028		2,241
Sales and marketing expense	563		1,228
Research and development expense	371		832
Restructuring charge	$	1,354	$	—
Total share-based compensation expense	$	8,562	$	5,064

Unrecognized share-based compensation expense totaled approximately $10,397 at March 31, 2021, of which $3,502 related to stock options and $6,895 related to restricted stock units. We currently expect to recognize share-based compensation expense of $4,209 during the remainder of 2021, $3,913 in 2022, and the remainder thereafter based on scheduled vesting of the stock options and restricted stock units outstanding at March 31, 2021.

During the three months ended March 31, 2021, we entered into transition agreements with four executives which resulted in the modification of previously issued equity grants. The modifications were the result of us accelerating vesting after termination and extending the period of time the employee receives to exercise their outstanding non-qualified stock options. The extension of time to exercise their outstanding non-qualified stock options for the four individuals impacted ranged from six months to two years. The incremental expense recorded as a result of the modifications was $4,310 of which $1,116 is included in restructure charge and $3,194 included in general and administrative expense.

15. Operating Leases - Right of Use Assets and Purchase Commitments

Right of Use Assets

We have various operating leases for office space that expire through 2030. Below is a summary of our right of use assets and liabilities as of March 31, 2021.


Right-of-use assets	$	9,521

Lease liability obligations, current	$	2,233
Lease liability obligations, less current portion	10,781
Total lease liability obligations	$	13,014

Weighted-average remaining lease term	8.0 years

Weighted-average discount rate	5.05		%

During the three months ended March 31, 2021, we recognized approximately $759 in operating lease costs. Operating lease costs of $115 are included in cost of revenue, and $644 are included in operating expenses in our consolidated statements of operations. During the three months ended March 31, 2021, cash paid for operating leases was approximately $780.

During the three months ended March 31, 2020, we recognized approximately $804 in operating lease costs. Operating lease costs of $131 are included in cost of revenue, and $673 are included in operating expenses in our consolidated statements of operations. During the three months ended March 31, 2020, cash paid for operating leases was approximately $493.

Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of March 31, 2021, are as follows:

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Remainder of 2021	$	2,218
2022	2,228
2023	1,743
2024	1,441
2025	1,440
Thereafter	6,829
Total minimum payments	15,899
Less: amount representing interest	2,885
Total	$	13,014

Purchase Commitments

We have long-term commitments for bandwidth usage and co-location with various networks and Internet service providers. The following summarizes our minimum non-cancellable commitments for future periods as of March 31, 2021:


Remainder of 2021	$	33,667
2022	20,811
2023	8,480
2024	3,651
2025	3,166
Thereafter	1,268
Total minimum payments	$	71,043

16. Concentrations

During the three months ended March 31, 2021 and 2020, respectively, we had two clients, Amazon and Sony, who each represented 10% or more of our total revenue.

Revenue from clients located within the United States, our country of domicile, was $28,153 for the three months ended March 31, 2021, compared to $34,018 for the three months ended March 31, 2020.

During the three months ended March 31, 2021 and 2020, respectively, based on client location, we had three countries, the United States, Japan, and the United Kingdom, that accounted for 10% or more of our total revenue.

17. Income Taxes

Income taxes for the interim periods presented have been included in the accompanying consolidated financial statements on the basis of an estimated annual effective tax rate. Based on an estimated annual effective tax rate and discrete items, income tax expense for the three months ended March 31, 2021 and 2020 was $260 and $176, respectively. Income tax expense was different than the statutory income tax rate primarily due to us providing for a valuation allowance on deferred tax assets in certain jurisdictions, and the recording of state and foreign tax expense for the three month periods.

We file income tax returns in jurisdictions with varying statutes of limitations. Tax years 2017 through 2019 remain subject to examination by federal tax authorities. Tax years 2016 through 2019 generally remain subject to examination by state tax authorities. As of March 31, 2021, we are not under any federal or state examination for income taxes.

For the three months ended March 31, 2021 and 2020, there was no impact to income tax expense related to the Global Intangible Low-Taxed Income inclusion (GILTI) as a result of our net operating loss carryforwards (NOL) and valuation allowance position. We do not expect the GILTI to have a material impact on future earnings due to our NOL and valuation allowance position.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. We have evaluated the impact of the CARES Act, and do not expect that the NOL carryback provision of the CARES Act will result in a cash benefit to us.

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18. Segment Reporting and Geographic Areas

Our chief operating decision maker (who is our Chief Executive Officer) reviews our financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. We operate in one industry segment — content delivery and related services and we operate in three geographic areas — Americas, Europe, Middle East, and Africa (EMEA), and Asia Pacific.

Revenue by geography is based on the location of the client from which the revenue is earned. The following table sets forth our revenue by geographic area:


	Three Months Ended March 31,
	2021				2020
Americas	$	28,690	56	%	$	34,715	61	%
EMEA	9,253		18	%	9,560		17	%
Asia Pacific	13,252		26	%	12,737		22	%
Total revenue	$	51,195	100	%	$	57,012	100	%

The following table sets forth the individual countries and their respective revenue for those countries whose revenue exceeded 10% of our total revenue:


	Three Months Ended March 31,
Country / Region	2021		2020
United States / Americas	$	28,153	$	34,018
United Kingdom / EMEA	$	7,082	$	7,594
Japan / Asia Pacific	$	8,048	$	8,222