Notes to Consolidated Financial Statements
December 31, 2018
(In thousands, except per share amounts and where specifically noted)
1. Nature of Business
Limelight Networks Inc., a leading provider of digital content delivery, video, cloud security, and edge computing services, empowers customers to provide exceptional digital experiences. Limelight’s edge services platform includes a unique combination of global private infrastructure, intelligent software, and expert support services that enable current and future workflows.
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 consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). 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 period amounts to conform to the current period 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 annual report on Form 10-K are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or for any future periods.
Foreign Currency Translation
We translate assets and liabilities of foreign subsidiaries, whose functional currency is their local currency, at exchange rates in effect at the balance sheet date. We translate revenue and expenses at the monthly average exchange rates. We include accumulated net translation adjustments in stockholders’ equity as a component of accumulated other comprehensive income (loss).
The functional currency of our international subsidiaries is the local currency. Due to changes in exchange rates between reporting periods and changes in certain account balances, the foreign currency translation adjustment will change from period to period. During the years ended December 31, 2018, 2017, and 2016, we recorded foreign currency translation gains (losses) of
$(1,733)
,
$2,651
, and
$(142)
, respectively, in our statements of comprehensive income (loss).
Our entities occasionally transact in currencies other than their functional currencies. Assets denominated in foreign currencies other than that of the functional currency of the entity are remeasured at period-end exchange rates. Foreign currency-based revenue and expense transactions are measured at transaction date exchange rates. During the years ended December 31, 2018, 2017, and 2016, we recorded a foreign currency re-measurement gain (loss) of approximately
$(405)
,
$41
, and
$(982)
, respectively, in other income (expense) in the consolidated statements of operations.
Recent Accounting Standards
Adopted Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
We recorded a net decrease to opening accumulated deficit of
$1,496
as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to the costs to obtain a customer contract
($1,129)
, specifically commissions and upfront incentive payments, and from the recognition of revenue from customers with contracts that contain minimum commitments (greater than monthly) billed ratably over the contract term
($367)
.
Costs associated with obtaining a customer contract were previously expensed in the period they were incurred. Under Topic 606, these payments have been capitalized on our consolidated balance sheets and amortized over the expected life of the customer. The impact to sales and marketing expense for the year ended December 31, 2018 was not material as a result of applying Topic 606. As of December 31, 2018, prepaid commissions were
$1,467
, with the short term portion of
$870
included in prepaid expenses and other current assets, and the long term portion of
$597
included in other assets.
For customers with contracts that contain minimum commitments (greater than monthly) billed ratably over the contract term, previously, we either accrued or deferred revenue based on actual usage. Under Topic 606, we are required to evaluate the impact of estimating variable consideration related to these types of contracts. We use the expected value method to estimate the total revenue of the contract, constrained by the probability that there would not be a significant revenue reversal in a future period, and recognize a pro-rata share of the total revenue of the contract each month. We continue to evaluate the expected revenue over the term of the contract and adjust revenue recognition as appropriate. The impact to revenues for the year ended December 31, 2018 was an increase of
$665
, as a result of applying Topic 606.
In August 2016, the FASB issued ASU No. 2016-15, which amends ASC 230, to clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The FASB issued ASU 2016-15 with the intent of reducing diversity in practice with respect to eight types of cash flows. We have adopted this guidance effective January 1, 2018. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. We have adopted this guidance effective January 1, 2018. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, which establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for most leases. In July 2018, the FASB issued ASU No. 2018-11, which amends the guidance to add a method of adoption whereby the issuer may elect to recognize a cumulative-effect adjustment at the beginning of the period of adoption. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. To determine whether a contract conveys the right to control the use of the identified asset for a period of time, the customer has to have both (1) the right to obtain substantially all of the economic benefits from the use of the identified asset and (2) the right to direct the use of the identified asset, a contract does not contain an identified asset if the supplier has a substantive right to substitute such asset ("the leasing criteria"). Upon review of our co-location and bandwidth arrangements, we have preliminarily determined that such arrangements did not meet the leasing criteria, and therefore, we will not include these commitments in our right-of-use asset and lease liability on our balance sheet. We have preliminarily determined that our real estate leases with terms in excess of one year and do not include an option to purchase the underlying asset, do meet the leasing criteria, and will be treated similar to current operating lease accounting.
We plan to adopt the standard effective January 1, 2019, applying the package of practical expedients to leases that commenced before the effective date whereby we will elect to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. We expect to record lease right of use assets and related liabilities on our balance sheet of approximately
$4 million
related to our operating leases. We have no financing leases. We expect no change to our consolidated statements of operations or cash flows.
In January 2017, the FASB issued ASU 2017-04, which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. This guidance will become effective for us in fiscal years beginning after December 15, 2019, including interim periods within that reporting period. We will adopt this guidance using a prospective approach.
In June 2018, the FASB issued ASU 2018-07, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Some of the areas for simplification apply only to nonpublic entities. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this updated guidance are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We will adopt this guidance effective January 1, 2019. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, which removes, modifies and adds to the disclosure requirements on fair value measurements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. This guidance will become effective for us in fiscal years beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted upon issuance of this updated guidance. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this updated guidance and delay adoption of the additional disclosures until their effective date. We do not plan to early adopt this ASU, and we are currently evaluating the impact of this guidance on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15
,
to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments
.
This guidance will become effective for us in fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. We do not plan to early adopt this ASU, and are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any.
Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
Our customers generally execute contracts with terms of one year or longer, which are referred to as recurring revenue contracts or long-term contracts. These contracts generally allow the customer access to our network and commit the customer to a minimum monthly level of usage with additional charges applicable for actual usage above the monthly minimum commitment, or are entirely usage based. We define usage as customer data sent or received using our content delivery service, or content that is hosted or cached by us at the request or direction of our customers. For contracts that contain minimum monthly commitments, we recognize revenue equal to the greater of the minimum monthly committed amount or actual usage, if actual usage exceeds the monthly committed amount pursuant to Topic 606.
For contracts that contain minimum commitments over the contractual term (greater than monthly), we evaluate the amount of variable consideration by using either the expected value method or the most likely amount method. Generally, we we believe the expected value method represents the most appropriate estimate of the amount of variable consideration. 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.
These customers have entered into contracts with contract terms generally from one to four years.
We recognized revenue of approximately
$8,300
during the year ended December 31, 2018, related to these types of contracts with our customers.
As of December 31, 2018, we have approximately
$6,500
of fixed consideration related to remaining unsatisfied performance obligations. We expect to recognize approximately
80%
of the remaining unsatisfied performance obligations in 2019,
20%
in 2020 with an immaterial amount thereafter.
We may charge the customer an installation fee when services are first activated. We do not charge installation fees for contract renewals. Installation fees are not distinct within the context of the overall contractual commitment with the customer to perform our content delivery service and are therefore recognized initially as deferred revenue and recognized as revenue ratably over the estimated life of the customer.
We also derive revenue from services and events sold as discrete, non-recurring events or based solely on usage. For these services, we recognize revenue when control of promised goods or services is transferred to customers at an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services.
At the inception of a customer contract for service, we make an assessment as to that customer’s ability to pay for the services provided. If we subsequently determine that collection from the customer is not probable, we record an allowance for doubtful accounts and bad debt expense or deferred revenue for that customer’s unpaid invoices and cease recognizing revenue for continued services provided until it is probable that revenue will not be reversed in a subsequent reporting period. Our standard payment terms vary by the type and location of our customer.
Arrangements with Multiple Performance Obligations
Certain of our revenue arrangements include multiple promises to our customers. Revenue arrangements with multiple promises are accounted for as separate performance obligations if each promise is distinct. Such arrangements may include a combination of some or all of the following: content delivery services, video content management services, performance services for website and web application acceleration and security, professional services, cloud storage, edge computing services, and sale of equipment.
Judgment may be required in determining whether products or services are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation. Revenue is recognized over the period in which the performance obligations are satisfied, which is generally over the contract term. We have determined that generally most of our products and services do not constitute an individual service offering to our customers, as our promise to the customer is to provide a complete edge services platform, and therefore have concluded that it represents a single performance obligation. We have determined that professional services and hardware sales represent separate performance obligations from that of our edge services platform.
Consideration is allocated to the performance obligations using the relative standalone selling price method. Generally, arrangements with performance obligations are provided over the same contract period, and therefore, revenue is recognized over the same period.
We determine standalone selling price by evaluating the overall pricing objectives and market conditions. Consideration included our discounting practices, the size and volume of our transactions, the area where services are sold, price lists, historical sales and contract prices.
Deferred Revenue
Deferred revenue represents amounts billed to customers for which revenue has not been recognized. Deferred revenue primarily consists of the unearned portion of monthly billed service fees and prepayments made by customers for services to be rendered in future periods.
Cash and Cash Equivalents
We hold our cash and cash equivalents in checking, money market, and highly-liquid investments. We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents are deposited in or managed by major financial institutions and at times exceed Federal Deposit Insurance Corporation insurance limits.
Investments in Marketable Securities
Management determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such classification as of each balance sheet date. We have classified our investments, which are all debt securities, in marketable securities as available-for-sale and as current, as our marketable securities are available to fund current operations, and carry such investments at fair value. Available-for-sale investments are initially recorded at cost with changes
in fair value recorded through comprehensive loss. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in the statements of operations. We periodically review our investments for other-than-temporary declines in fair value based on the specific identification method and would write down investments to their fair value if and when an other-than-temporary decline has occurred.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amounts and do not bear interest. We record reserves against our accounts receivable balance for service credits and for doubtful accounts. Estimates are used in determining both of these reserves. The allowance for doubtful accounts charges are included as a component of general and administrative expenses.
The allowance for doubtful accounts is based upon a calculation that uses our aging of accounts receivable and applies a reserve percentage to the specific age of the receivable to estimate the allowance for doubtful accounts. The reserve percentages are determined based on our historical write-off experience. These estimates could change significantly if our customers’ financial condition changes or if the economy in general deteriorates. In the event such conditions become known, we specifically identify balances for necessary reserves.
Our reserve for service credits relates to credits that are expected to be issued to customers during the ordinary course of business. These credits typically relate to customer disputes and billing adjustments and are estimated at the time the revenue is recognized and recorded as a reduction of revenues. Estimates for service credits are based on an analysis of credits issued in previous periods.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation or amortization. Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives of the applicable asset.
|
|
|
Network equipment
|
3 years
|
Computer equipment and software
|
3 years
|
Furniture and fixtures
|
3-5 years
|
Other equipment
|
3-5 years
|
Leasehold improvements are amortized over the shorter of the asset’s estimated useful life or the respective lease term. Repairs and maintenance are charged to expense as incurred.
Goodwill and Other Intangible Assets
Goodwill represents costs in excess of fair values assigned to the underlying net assets of the acquired company. Goodwill is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate goodwill might be impaired. We have concluded that we have
one
reporting unit and assigned the entire balance of goodwill to this reporting unit. The estimated fair value of the reporting unit is determined using a market approach. Our market capitalization is adjusted for a control premium based on the estimated average and median control premiums of transactions involving companies comparable to us. As of our annual impairment testing date of October 31, 2018, management determined that goodwill was not impaired. Management determined that the estimated fair value of its reporting unit exceeded carrying value by approximately
$443,083
or
271%
, using our market capitalization plus an estimated control premium of
33%
on October 31, 2018. We updated our analysis as of December 31, 2018, and there were no indicators of impairment at that time.
As of December 31, 2018, we have no other unamortized intangible assets. However, in prior years, our other intangible assets represented existing technologies and customer relationship intangibles. Other intangible assets are amortized over their respective estimated lives, ranging from
less than one year
to
six years
. In the event that facts and circumstances indicate intangibles or other long-lived assets may be impaired, we evaluate the recoverability and estimated useful lives of such assets. Other intangible assets are included in other assets in the accompanying consolidated balance sheets. Amortization of other intangible assets is included in depreciation and amortization in the accompanying consolidated statements of operations.
Contingencies
We record contingent liabilities resulting from asserted and unasserted claims when it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable
possibility that the ultimate loss will exceed the recorded liability. Additionally, estimating the loss, or range of loss, associated with a contingency requires analysis of multiple factors, and changes in law or other developments may ultimately cause our judgments to change. Therefore, actual losses in any future period are inherently uncertain and may be materially different from our estimate.
Long-Lived Assets
We review our long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. We recognize an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. We treat any write-downs as permanent reductions in the carrying amounts of the assets. We concluded that the carrying amounts of our long-lived assets at December 31,
2018
, and
2017
, are fully realizable and have not recorded any impairment losses.
Deferred Rent and Lease Accounting
We lease office space in various locations. At the inception of each lease, we evaluate the lease terms to determine whether the lease will be accounted for as an operating or a capital lease. The term of the lease used for this evaluation includes renewal option periods only in instances where the exercise of the renewal option can be reasonably assured and failure to exercise the option would result in an economic penalty. We record tenant improvement allowances granted under the lease agreements as leasehold improvements within property and equipment and within deferred rent.
For leases that contain rent escalation provisions, we record the total rent payable during the lease term on a straight-line basis over the term of the lease (including any “rent free” period beginning upon possession of the premises), and record any difference between the actual rent paid and the straight-line rent expense recorded as increases or decreases in deferred rent.
Cost of Revenue
Cost of revenues consists primarily of fees paid to network providers for bandwidth and backbone, costs incurred for non-settlement free peering and connection to internet service provider networks and fees paid to data center operators for housing network equipment in third party network data centers, also known as co-location costs. Cost of revenues also includes leased warehouse space and utilities, depreciation of network equipment used to deliver our content delivery services, payroll and related costs, and share-based compensation for our network operations and professional services personnel.
We enter into contracts for bandwidth with third party network providers with terms typically ranging from several months to
five years
. These contracts generally commit us to pay minimum monthly fees plus additional fees for bandwidth usage above contracted minimums. A portion of the global computing platform traffic delivery is completed through direct connection to ISP networks, called peering.
Research and Development
Research and development costs consist primarily of payroll and related personnel costs for the design, development, deployment, testing, operation, and enhancement of our services, and network. Costs incurred in the development of our services are expensed as incurred.
Advertising Costs
Costs associated with advertising are expensed as incurred. Advertising expenses, which are comprised of internet, trade show, and publications advertising, were approximately
$2,169
,
$2,001
, and
$1,411
for the years ended December 31,
2018
,
2017
, and
2016
, respectively.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance on a jurisdiction by jurisdiction basis. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
We recognize uncertain income tax positions in our financial statements when it is more-likely-than-not the position will be sustained upon examination.
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) significantly revised the U.S. corporate income tax law, by among other things, reducing the corporate income tax rate to 21% for tax years beginning in 2018, implementing a modified territorial system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and creating new taxes on certain foreign sourced earnings.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents approximate fair value due to the nature and short maturity of those instruments. The respective fair values of marketable securities are determined based on quoted market prices or other readily available market information, which approximate fair values. The carrying amounts of accounts receivable, accounts payable, and accrued liabilities reported in the consolidated balance sheets approximate their respective fair values due to the immediate or short-term maturity of these financial instruments.
Share-Based Compensation
We measure all employee share-based compensation awards using the fair-value method. The grant date fair value was determined using the Black-Scholes-Merton pricing model. The Black-Scholes-Merton valuation calculation requires us to make key assumptions such as future stock price volatility, expected terms, risk-free rates, and dividend yield. Our expected volatility is derived from our own volatility rate as a publicly traded company over the expected term of the awards. The expected term is based on our historical experience. The risk-free interest factor is based on the United States Treasury yield curve in effect at the time of the grant for zero coupon United States Treasury notes with maturities of approximately equal to each grant’s expected term. We have never paid cash dividends and do not currently intend to pay cash dividends, and therefore, have assumed a
0%
dividend yield. We develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. We will continue to use judgment in evaluating the expected term, volatility, and forfeiture rate related to our own share-based awards on a prospective basis, and in incorporating these factors into the model.
We apply the straight-line attribution method to recognize compensation costs associated with awards that are not subject to graded vesting. For awards that are subject to graded vesting and performance based awards, we recognize compensation costs separately for each vesting tranche. We also estimate when and if performance-based awards will be earned. If an award is not considered probable of being earned, no amount of share-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent our estimate of awards considered probable of being earned changes, the amount of share-based compensation recognized will also change.
3. Investments in Marketable Securities
The following is a summary of marketable securities (designated as available-for-sale) at
December 31, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
Certificate of deposit
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Corporate notes and bonds
|
25,115
|
|
|
—
|
|
|
32
|
|
|
25,083
|
|
Total marketable securities
|
$
|
25,155
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
25,123
|
|
At December 31, 2018, we evaluated our marketable securities and determined unrealized losses were due to fluctuations in interest rates. We do not believe any of the unrealized losses represented an other-than-temporary impairment based on our evaluation of available evidence as of December 31, 2018. Our intent is to hold these investments to such time as these assets are no longer impaired.
The amortized cost and estimated fair value of the marketable securities at
December 31, 2018
, 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
|
$
|
25,115
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
25,083
|
|
Due after one year and through five years
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
$
|
25,155
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
25,123
|
|
The following is a summary of marketable securities (designated as available-for-sale) at
December 31, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
Certificate of deposit
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Corporate notes and bonds
|
28,472
|
|
|
—
|
|
|
68
|
|
|
28,404
|
|
Total marketable securities
|
$
|
28,512
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
28,444
|
|
The amortized cost and estimated fair value of the marketable securities at
December 31, 2017
, 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
|
$
|
23,924
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
23,862
|
|
Due after one year and through five years
|
4,588
|
|
|
—
|
|
|
6
|
|
|
4,582
|
|
|
$
|
28,512
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
28,444
|
|
4. Accounts Receivable
Accounts receivable include:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Accounts receivable
|
$
|
27,040
|
|
|
$
|
33,519
|
|
Less: credit allowance
|
(250
|
)
|
|
(240
|
)
|
Less: allowance for doubtful accounts
|
(749
|
)
|
|
(898
|
)
|
Total accounts receivable, net
|
$
|
26,041
|
|
|
$
|
32,381
|
|
5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets include:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Settlement and patent license receivable
|
$
|
5,960
|
|
|
$
|
—
|
|
Prepaid bandwidth and backbone
|
1,395
|
|
|
1,487
|
|
VAT receivable
|
2,022
|
|
|
1,454
|
|
Prepaid expenses and insurance
|
1,816
|
|
|
1,870
|
|
Vendor deposits and other
|
3,596
|
|
|
586
|
|
Total prepaid expenses and other current assets
|
$
|
14,789
|
|
|
$
|
5,397
|
|
6. Goodwill
We have recorded goodwill as a result of past business acquisitions. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. In each of our acquisitions, the objective of the acquisition was to expand our product offerings and customer base and to achieve synergies related to cross selling opportunities, all of which contributed to the recognition of goodwill.
The changes in the carrying amount of goodwill for the years ended
December 31, 2018
, and 2017, were as follows:
|
|
|
|
|
Balance, December 31, 2016
|
$
|
76,243
|
|
Foreign currency translation adjustment
|
811
|
|
Balance, December 31, 2017
|
77,054
|
|
Foreign currency translation adjustment
|
(647
|
)
|
Balance, December 31, 2018
|
$
|
76,407
|
|
7. Property and Equipment
Property and equipment include:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Network equipment
|
$
|
105,760
|
|
|
$
|
107,916
|
|
Computer equipment and software
|
8,711
|
|
|
9,801
|
|
Furniture and fixtures
|
703
|
|
|
2,432
|
|
Leasehold improvements
|
4,587
|
|
|
3,969
|
|
Other equipment
|
156
|
|
|
183
|
|
|
119,917
|
|
|
124,301
|
|
Less: accumulated depreciation
|
(92,539
|
)
|
|
(95,310
|
)
|
Total property and equipment, net
|
$
|
27,378
|
|
|
$
|
28,991
|
|
Cost of revenue depreciation expense related to property and equipment was approximately
$16,277
,
$18,138
, and
$18,032
, respectively, for the years ended December 31,
2018
,
2017
, and
2016
, respectively.
Operating expense depreciation and amortization expense related to property and equipment was approximately
$2,313
,
$2,376
, and
$2,438
, respectively, for the years ended December 31,
2018
,
2017
, and
2016
, respectively.
8. Line of Credit
In February 2018, we entered into a Fourth Amendment (Fourth Amendment) to the Loan and Security Agreement (the Credit Agreement) with Silicon Valley Bank (SVB) originally entered into in November 2015. Under the Fourth Amendment, we increased the maximum principal commitment amount from
$10,000
to
$20,000
. Our borrowing capacity is the lesser of the commitment amount or
80%
of eligible accounts receivable. The Fourth Amendment extends the Credit Agreement
one year
. All outstanding borrowings owed under the Credit Agreement become due and payable no later than the final maturity date of November 2, 2020.
As of December 31, 2018, we had
no
outstanding borrowings, and we had availability under the Credit Agreement of approximately
$20,000
. We had
no
outstanding borrowings at December 31, 2017, and had availability under the Credit Agreement of approximately
$10,000
.
As of December 31, 2018, 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. We incurred an amendment fee of
$50
upon entering into the Fourth Amendment. The amendment fee and other commitment fees are included in interest expense. During the years ended December 31, 2018, 2017 and 2016, respectively, interest expense was
$0
,
$0
and
$205
, respectively, and fees expense and related amortization was
$86
,
$80
and
$321
, 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 voting stock of each such foreign subsidiary.
Under the Fourth Amendment, we are required to maintain a minimum liquidity of
$10,000
at all times, measured quarterly, with a minimum of
$5,000
of the
$10,000
in cash at SVB. In addition, 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 December 31, 2018, we were in compliance with all covenants under the Credit Agreement.
9. Other Current Liabilities
Other current liabilities include:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Accrued compensation and benefits
|
$
|
7,528
|
|
|
$
|
12,181
|
|
Accrued cost of revenue
|
2,361
|
|
|
3,170
|
|
Accrued legal fees
|
22
|
|
|
383
|
|
Deferred rent
|
145
|
|
|
434
|
|
Other accrued expenses
|
2,866
|
|
|
2,339
|
|
Total other current liabilities
|
$
|
12,922
|
|
|
$
|
18,507
|
|
10. Contingencies
Legal Matters
Akamai ‘703 Litigation
In 2016, we entered into a settlement and license agreement with Akamai Technologies, Inc. (Akamai) with respect to U.S. Patent No. 6,108,703 (the ‘703 patent) and certain other related patents, which settled all asserted and unasserted claims with respect to the licensed patents. The terms of the agreement require us to pay
$54,000
over
twelve
equal quarterly installments, which began on August 1, 2016. We took a charge in the quarter ended June 30, 2016 for the full, undiscounted amount of
$54,000
. As of December 31, 2018, there remained
$9,000
due to Akamai under the terms of the settlement and license agreement.
Other Akamai Litigation
On April 9, 2018, we entered into a definitive settlement and patent license agreement with Akamai in a separate matter where the parties agreed to (i) license certain patents to the other party, (ii) a covenant not to sue for
three years
for certain patents related to the licensed patents, and (iii) settle all outstanding legal disputes between the parties. The terms of the agreement also require Akamai to pay to Limelight a total of
$14,900
, over
five
equal quarterly installments. As of December 31, 2018, there remained
$5,960
due from Akamai.
Legal and other expenses associated with litigation have been significant. We include these litigation expenses in general and administrative expenses as incurred, as reported in the consolidated statement of operations.
Other Matters
We are subject to various other 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 are accrued as of December 31, 2018. 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.
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 customers, 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 Income (Loss) per Share
We calculate basic and diluted net income (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 earnings per share. Diluted earnings 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 income (loss) per share for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Net income (loss)
|
$
|
9,842
|
|
|
$
|
(7,630
|
)
|
|
$
|
(73,925
|
)
|
Basic weighted average outstanding shares of common stock
|
112,114
|
|
|
108,814
|
|
|
104,350
|
|
Basic weighted average outstanding shares of common stock
|
112,114
|
|
|
108,814
|
|
|
104,350
|
|
Dilutive effect of stock options, restricted stock units, and other equity incentive plans
|
7,896
|
|
|
—
|
|
|
—
|
|
Diluted weighted average outstanding shares of common stock
|
120,010
|
|
|
108,814
|
|
|
104,350
|
|
Basic net income (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.71
|
)
|
Diluted net income (loss) per share
|
$
|
0.08
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.71
|
)
|
For the years ended December 31,
2018
,
2017
and
2016
, the following potentially dilutive common stock, including awards granted under our equity incentive compensation plans were excluded from the computation of diluted net income (loss) per share because including them would have been anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Employee stock purchase plan
|
—
|
|
|
80
|
|
|
114
|
|
Stock options
|
3,288
|
|
|
2,643
|
|
|
71
|
|
Restricted stock units
|
451
|
|
|
3,332
|
|
|
1,122
|
|
|
3,739
|
|
|
6,055
|
|
|
1,307
|
|
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. This share repurchase program replaces the
$9,500
remaining from the previously announced
$15,000
share repurchase program. During the year ended December 31, 2018, we purchased and canceled
1,000
shares for
$3,800
, including commissions and expenses. We did not purchase any shares during the years ended December 31, 2017 and 2016, respectively. All repurchased shares were canceled and returned to authorized but unissued status.
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 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 December 31, 2018 was approximately
8,336
.
Employee Stock Purchase Plan
In June 2013, our stockholders approved our 2013 Employee Stock Purchase Plan (ESPP). 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 years ended December 31, 2018, 2017, and 2016, we issued
596
,
687
, and
1,324
shares, respectively, under the ESPP. Total cash proceeds from the purchase of shares under the ESPP were approximately
$2,157
,
$1,574
, and
$1,498
, respectively for the years ended December 31, 2018, 2017, and 2016. As of December 31, 2018, shares reserved for issuance to employees under this plan totaled
34
and we held employee contributions of approximately
$293
(included in other current liabilities) for future purchases under the ESPP.
Preferred Stock
Our board of directors have authorized the issuance of up to
7,500
shares of preferred stock at December 31, 2018. 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 December 31, 2018, the Board 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 year ended December 31, 2018, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Gains (Losses) on
|
|
|
|
Foreign
|
|
Available for
|
|
|
|
Currency
|
|
Sale Securities
|
|
Total
|
Balance, December 31, 2017
|
$
|
(8,259
|
)
|
|
$
|
(69
|
)
|
|
$
|
(8,328
|
)
|
Other comprehensive gain (loss) before reclassifications
|
(1,733
|
)
|
|
28
|
|
|
(1,705
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
Net current period other comprehensive gain (loss)
|
(1,733
|
)
|
|
28
|
|
|
(1,705
|
)
|
Balance, December 31, 2018
|
$
|
(9,992
|
)
|
|
$
|
(41
|
)
|
|
$
|
(10,033
|
)
|
14. Share-Based Compensation
Incentive Compensation Plans
We maintain Incentive Compensation Plans (the Plans) to attract, motivate, retain, and reward high quality executives and other employees, officers, directors, and consultants by enabling such persons to acquire or increase a proprietary interest in the Company. The Plans are intended to be qualified plans under the Internal Revenue Code.
The Plans allow us to award stock option grants and restricted stock units (RSUs) to employees, directors and consultants of the Company. During 2018, we granted awards to employees and directors. The exercise price of incentive stock options granted under the Plan may not be granted at less than
100%
of the fair market value of our common stock on the date of the grant.
Data pertaining to stock option activity under the Plans are as follows:
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
(In thousands)
|
|
|
Balance at December 31, 2015
|
14,667
|
|
|
$
|
3.33
|
|
Granted
|
3,589
|
|
|
2.22
|
|
Exercised
|
(850
|
)
|
|
1.46
|
|
Cancelled/Forfeitures
|
(1,389
|
)
|
|
3.38
|
|
Balance at December 31, 2016
|
16,017
|
|
|
3.18
|
|
Granted
|
2,082
|
|
|
4.56
|
|
Exercised
|
(384
|
)
|
|
2.79
|
|
Cancelled/Forfeitures
|
(752
|
)
|
|
11.04
|
|
Balance at December 31, 2017
|
16,963
|
|
|
2.99
|
|
Granted
|
2,126
|
|
|
3.50
|
|
Exercised
|
(1,479
|
)
|
|
2.72
|
|
Cancelled/Forfeitures
|
(667
|
)
|
|
5.23
|
|
Balance at December 31, 2018
|
16,943
|
|
|
2.99
|
|
The following table summarizes the information about stock options outstanding and exercisable at December 31,
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
Exercise Price
|
|
Number of
Options
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Options
Exercisable
|
|
Weighted
Average
Exercise
Price
|
|
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|
|
$ 0.00 — $ 1.50
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
$ 1.51 — $ 3.00
|
|
11,142
|
|
|
5.7
|
|
|
2.26
|
|
|
9,977
|
|
|
2.26
|
|
$ 3.01 — $ 4.50
|
|
3,379
|
|
|
7.6
|
|
|
3.59
|
|
|
1,268
|
|
|
3.77
|
|
$ 4.51 — $ 6.00
|
|
2,209
|
|
|
5.7
|
|
|
5.32
|
|
|
1,324
|
|
|
5.25
|
|
$ 6.01 — $ 7.50
|
|
28
|
|
|
1.8
|
|
|
6.24
|
|
|
28
|
|
|
6.24
|
|
$ 7.51 — $ 15.00
|
|
185
|
|
|
2.1
|
|
|
8.05
|
|
|
185
|
|
|
8.05
|
|
|
|
16,943
|
|
|
|
|
|
|
12,782
|
|
|
|
The weighted-average grant-date fair value of options granted during the years ended December 31,
2018
,
2017
, and
2016
on a per-share basis was approximately
$1.82
,
$2.38
, and
$1.22
, respectively. The total intrinsic value of the options exercised during the years ended December 31,
2018
,
2017
, and
2016
was approximately
$3,171
,
$594
, and
$411
, respectively. The aggregate intrinsic value of options outstanding at December 31,
2018
is approximately
$1,436
. The weighted average remaining contractual term of options currently exercisable at December 31,
2018
was
5.0
years.
The fair value of options awarded were estimated on the grant date using the following weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Expected volatility
|
51.05
|
%
|
|
53.94
|
%
|
|
58.30
|
%
|
Expected term, years
|
6.19
|
|
|
6.13
|
|
|
5.99
|
|
Risk-free interest
|
2.91
|
%
|
|
2.11
|
%
|
|
1.76
|
%
|
Expected dividends
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Unrecognized share-based compensation related to stock options totaled
$7,203
at December 31,
2018
. We expect to amortize unvested stock compensation related to stock options over a weighted average period of approximately
2.3
years at December 31, 2018.
The following table summarizes the RSUs outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
RSUs with service-based vesting conditions
|
4,248
|
|
|
5,809
|
|
|
6,673
|
|
Each RSU represents the right to receive one share of our common stock upon vesting. The fair value of these RSUs was calculated based upon our closing stock price on the date of grant.
Data pertaining to RSUs activity under the Plans is as follows:
|
|
|
|
|
|
|
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
|
(In thousands)
|
|
|
Balance at December 31, 2015
|
6,265
|
|
|
$
|
2.70
|
|
Granted
|
5,024
|
|
|
1.76
|
|
Vested
|
(3,753
|
)
|
|
2.49
|
|
Forfeitures
|
(863
|
)
|
|
2.29
|
|
Balance at December 31, 2016
|
6,673
|
|
|
2.16
|
|
Granted
|
3,435
|
|
|
3.05
|
|
Vested
|
(4,004
|
)
|
|
2.16
|
|
Forfeitures
|
(295
|
)
|
|
2.23
|
|
Balance at December 31, 2017
|
5,809
|
|
|
2.68
|
|
Granted
|
2,475
|
|
|
3.88
|
|
Vested
|
(3,501
|
)
|
|
2.49
|
|
Forfeitures
|
(535
|
)
|
|
3.39
|
|
Balance at December 31, 2018
|
4,248
|
|
|
3.45
|
|
The weighted-average grant-date fair value of RSUs granted during the years ended December 31,
2018
,
2017
, and
2016
was approximately
$3.88
,
$3.05
, and
$1.76
, respectively. The total intrinsic value of the units vested during the years ended December 31,
2018
,
2017
, and
2016
was approximately
$14,659
,
$13,531
, and
$6,314
, respectively. The aggregate intrinsic value of RSUs outstanding at December 31,
2018
is
$9,939
.
At December 31,
2018
there was approximately
$12,061
of total unrecognized compensation costs related to RSUs. That cost is expected to be recognized over a weighted-average period of approximately
2.09
years as of December 31,
2018
.
Total unrecognized aggregate share-based compensation expense totaled approximately
$19,264
at December 31,
2018
, which is expected to be recognized over a weighted average period of approximately
2.15
years.
The following table summarizes the components of share-based compensation expense included in our consolidated statement of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Share-based compensation expense by type:
|
|
|
|
|
|
Stock options
|
$
|
4,238
|
|
|
$
|
3,813
|
|
|
$
|
3,742
|
|
Restricted stock units
|
10,753
|
|
|
8,402
|
|
|
9,121
|
|
ESPP
|
839
|
|
|
529
|
|
|
596
|
|
Total share-based compensation expense
|
$
|
15,830
|
|
|
$
|
12,744
|
|
|
$
|
13,459
|
|
Share-based compensation expense included in the consolidated statements of operations:
|
Cost of services
|
$
|
1,815
|
|
|
$
|
1,450
|
|
|
$
|
1,493
|
|
General and administrative expense
|
8,458
|
|
|
6,502
|
|
|
7,070
|
|
Sales and marketing expense
|
2,837
|
|
|
2,470
|
|
|
2,792
|
|
Research and development expense
|
2,720
|
|
|
2,322
|
|
|
2,104
|
|
Total share-based compensation expense
|
$
|
15,830
|
|
|
$
|
12,744
|
|
|
$
|
13,459
|
|
On September 18, 2015, the compensation committee of our board of directors approved a stock for salary program and a stock for bonus program, wherein eligible participants elected to receive payment of his or her base salary and/or bonus in shares of our common stock beginning on January 1, 2016. The shares of common stock were issued under our 2007 Equity Incentive Plan. Eligible program participants include our Chief Executive Officer and his direct reports.
The stock for salary program permitted eligible participants to receive
0
,
25
,
50
,
75
, or
100%
of his or her 2016 salary (including any increases that may occur during the year) in shares of our common stock. On the last trading day of each calendar month, each participant will received the number of shares of our common stock determined by dividing (i) 1/12th of his or her enrolled salary by (ii) the trailing 30-day closing average of our common stock, rounded up to the nearest whole share. Once an election is made, it runs for the full year 2016 and is irrevocable. Participation levels may not be changed after the close of the enrollment period. Once purchased, there is no vesting period for the shares. During 2016, our Chief Executive Officer and two of his direct reports participated in the program. Each of the
three
participants elected to receive
50%
of their respective salary in stock. As a result of their participation in the program, we issued
335
shares of common stock and recorded
$572
of stock based compensation expense.
In 2018,
50%
of the annual corporate bonus will be awarded to eligible employees in the form of our common stock. This resulted in
$2,037
of stock based compensation expense in 2018.
15. Related Party Transactions
In July 2006, an aggregate of
39,869,960
shares of Series B Preferred Stock was issued at a purchase price of
$3.26
per share to certain accredited investors in a private placement transaction. As a result of this transaction, entities affiliated with Goldman, Sachs & Co., one of the lead underwriters of our initial public offering (IPO), became holders of more than
10%
of our common stock. On June 14, 2007, upon the closing of our IPO, all outstanding shares of our Series B Preferred Stock automatically converted into shares of common stock
on a 1-for-1 share basis
. Between November 2017 and March 2018, investment partnerships affiliated with Goldman, Sachs & Co. sold
30,272,493
shares that they had acquired upon the conversion of their Series B Preferred Stock at the time of the Company's IPO in June 2007. As of December 31,
2018
,
2017
, and
2016
Goldman, Sachs & Co. owned approximately
1%
,
14%
and
28%
, respectively, of our outstanding common stock.
We had no material related party transactions during the years ended December 31, 2018, 2017, and 2016.
16. Leases and Purchase Commitments
Operating Leases
We are committed to various non-cancellable operating leases for office space and office equipment which expire through 2022. Certain leases contain provisions for renewal options and rent escalations upon expiration of the initial lease terms. Approximate future minimum lease payments over the remaining lease periods as of December 31,
2018
are as follows:
|
|
|
|
|
2019
|
$
|
2,266
|
|
2020
|
1,309
|
|
2021
|
730
|
|
2022
|
55
|
|
2023
|
—
|
|
Thereafter
|
—
|
|
Total minimum payments
|
$
|
4,360
|
|
Purchase Commitments
We have non-cancellable long-term commitments for bandwidth usage and co-location with various networks and internet service providers or ISPs.
The following summarizes minimum commitments as of December 31,
2018
:
|
|
|
|
|
2019
|
$
|
22,078
|
|
2020
|
3,685
|
|
2021
|
904
|
|
2022
|
244
|
|
2023
|
—
|
|
Thereafter
|
—
|
|
Total minimum payments
|
$
|
26,911
|
|
Rent and operating expense relating to these operating lease agreements and bandwidth and co-location agreements was approximately
$59,593
,
$56,785
, and
$59,415
, respectively, for the years ended December 31,
2018
,
2017
, and
2016
.
17. Concentrations
During the years ended December 31, 2018 and 2017, Amazon represented approximately
30%
and
17%
, respectively, of our total revenue. During the years ended December 31, 2016, we had
no
customer who represented 10% or more of our total revenue.
Revenue from customers located within the United States, our country of domicile, was approximately
$113,102
,
$112,166
, and
$94,105
, respectively, for the years ended December 31,
2018
,
2017
, and
2016
.
During the years ended December 31, 2018 and 2017, respectively, we had
three
countries Japan, the United Kingdom and the United States, which accounted for 10% or more of our total revenue. During the year ended December 31, 2016, we had
two
countries, Japan and the United States, which accounted for 10% or more of our total revenue.
18. Income Taxes
Our income (loss) before income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Income (loss) before income taxes:
|
|
|
|
|
|
United States
|
$
|
8,648
|
|
|
$
|
(8,963
|
)
|
|
$
|
(74,130
|
)
|
Foreign
|
1,732
|
|
|
1,759
|
|
|
808
|
|
|
$
|
10,380
|
|
|
$
|
(7,204
|
)
|
|
$
|
(73,322
|
)
|
The components of the provision for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Current:
|
|
|
|
|
|
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
32
|
|
|
40
|
|
|
103
|
|
Foreign
|
489
|
|
|
711
|
|
|
330
|
|
Total current
|
521
|
|
|
751
|
|
|
433
|
|
Deferred:
|
|
|
|
|
|
Federal
|
8
|
|
|
(34
|
)
|
|
15
|
|
State
|
3
|
|
|
3
|
|
|
—
|
|
Foreign
|
6
|
|
|
(294
|
)
|
|
155
|
|
Total deferred
|
17
|
|
|
(325
|
)
|
|
170
|
|
Total provision
|
$
|
538
|
|
|
$
|
426
|
|
|
$
|
603
|
|
A reconciliation of the U.S. federal statutory rate to our effective income tax rate is shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
U.S. federal statutory tax rate
|
$
|
2,180
|
|
|
21.0
|
%
|
|
$
|
(2,521
|
)
|
|
35.0
|
%
|
|
$
|
(25,663
|
)
|
|
35.0
|
%
|
Valuation allowance
|
(1,845
|
)
|
|
(17.8
|
)%
|
|
(30,938
|
)
|
|
429.5
|
%
|
|
23,184
|
|
|
(31.6
|
)%
|
Foreign income taxes
|
150
|
|
|
1.5
|
%
|
|
(179
|
)
|
|
2.5
|
%
|
|
338
|
|
|
(0.5
|
)%
|
State income taxes
|
51
|
|
|
0.5
|
%
|
|
90
|
|
|
(1.2
|
)%
|
|
100
|
|
|
(0.2
|
)%
|
Non-deductible expenses
|
85
|
|
|
0.8
|
%
|
|
149
|
|
|
(2.1
|
)%
|
|
323
|
|
|
(0.4
|
)%
|
Uncertain tax positions
|
—
|
|
|
—
|
%
|
|
(20
|
)
|
|
0.3
|
%
|
|
(136
|
)
|
|
0.2
|
%
|
Non-deductible officer compensation
|
688
|
|
|
6.6
|
%
|
|
638
|
|
|
(8.9
|
)%
|
|
—
|
|
|
—
|
%
|
Share-based compensation
|
(745
|
)
|
|
(7.2
|
)%
|
|
873
|
|
|
(12.1
|
)%
|
|
2,439
|
|
|
(3.3
|
)%
|
Federal rate change impact
|
—
|
|
|
—
|
%
|
|
32,415
|
|
|
(450.0
|
)%
|
|
—
|
|
|
—
|
%
|
Other
|
(26
|
)
|
|
(0.2
|
)%
|
|
(81
|
)
|
|
1.1
|
%
|
|
18
|
|
|
—
|
%
|
Provision for income taxes
|
$
|
538
|
|
|
5.2
|
%
|
|
$
|
426
|
|
|
(5.9
|
)%
|
|
$
|
603
|
|
|
(0.8
|
)%
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purpose. Significant components of our deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2018
|
|
2017
|
Deferred tax assets:
|
|
|
|
Share-based compensation
|
$
|
6,552
|
|
|
$
|
6,047
|
|
Net operating loss and tax credit carry-forwards
|
46,569
|
|
|
43,543
|
|
Legal settlement
|
2,281
|
|
|
6,738
|
|
Deferred revenue
|
418
|
|
|
1,084
|
|
Accounts receivable reserves
|
188
|
|
|
224
|
|
Fixed assets
|
2,687
|
|
|
2,222
|
|
Other
|
177
|
|
|
311
|
|
Total deferred tax assets
|
58,872
|
|
|
60,169
|
|
Deferred tax liabilities:
|
|
|
|
Prepaid expenses
|
(306
|
)
|
|
(81
|
)
|
Other
|
(107
|
)
|
|
(8
|
)
|
Total deferred tax liabilities
|
(413
|
)
|
|
(89
|
)
|
Valuation allowance
|
(57,149
|
)
|
|
(58,718
|
)
|
Net deferred tax assets
|
$
|
1,310
|
|
|
$
|
1,362
|
|
The federal and state net operating loss (NOL) carryforwards relate to prior years’ NOLs, which may be used to reduce tax liabilities in future years. At December 31,
2018
, we had
$186,100
federal and
$126,400
state NOL carryforwards. Our federal NOL will begin to expire in 2027 and the state NOL carryforwards will begin to expire in 2019. Pursuant to Sections 382 and 383 of the Internal Revenue Code, the utilization of NOLs and other tax attributes may be subject to substantial limitations if certain ownership changes occur during a three-year testing period (as defined by the Internal Revenue Code). We did not have any state tax credit carryforwards as of December 31,
2018
.
We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, it is more-likely-than-not that such assets will not be realized. In making the assessment under the more-likely-than-not standard, appropriate consideration must be given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods by jurisdiction, unitary versus stand-alone state tax filings, our experience with loss carryforwards not expiring unutilized, and all tax planning alternatives that may be available.
A valuation allowance has been recorded against our deferred tax assets, with the exception of deferred tax assets at certain foreign subsidiaries as management cannot conclude that it is more-likely-than-not that these assets will be realized. As of December 31, 2018, no valuation allowance was provided on $
1,600
of deferred tax assets associated with certain NOLs because we would use them to offset our liabilities relating to our uncertain tax benefits.
Estimated liabilities for unrecognized tax benefits are included in “other liabilities” on the consolidated balance sheet. These contingent liabilities relate to various tax matters that result from uncertainties in the application of complex income tax regulations in the numerous jurisdictions in which we operate. As of December 31, 2018, unrecognized tax benefits were
$1,800
, of which approximately
$203
, if recognized, would favorably impact the effective tax rate and the remaining balance would be substantially offset by valuation allowances.
A summary of the activities associated with our reserve for unrecognized tax benefits, interest and penalties follow:
|
|
|
|
|
|
Unrecognized
Tax Benefits
|
Balance at January 1, 2017
|
$
|
1,830
|
|
Additions for tax positions related to current year
|
—
|
|
Additions for tax positions related to prior years
|
26
|
|
Settlements
|
—
|
|
Adjustment related to foreign currency translation
|
3
|
|
Reductions related to the lapse of applicable statute of limitations
|
(42
|
)
|
Reduction for tax positions of prior years
|
—
|
|
Balance at December 31, 2017
|
1,817
|
|
Additions for tax positions related to current year
|
—
|
|
Additions for tax positions related to prior years
|
20
|
|
Settlements
|
(34
|
)
|
Adjustment related to foreign currency translation
|
—
|
|
Reductions related to the lapse of applicable statute of limitations
|
(3
|
)
|
Reduction for tax positions of prior years
|
—
|
|
Balance at December 31, 2018
|
$
|
1,800
|
|
We recognize interest and penalties related to unrecognized tax benefits in our tax provision. As of December 31,
2018
, we had an interest and penalties accrual related to unrecognized tax benefits of
$7
, which decreased during
2018
by
$5
. We anticipate our unrecognized tax benefits may increase or decrease within twelve months of the reporting date, as audits or reviews are initiated or settled and as a result of settled potential tax liabilities in certain foreign jurisdictions. It is not currently reasonably possible to estimate the range of change.
We file income tax returns in jurisdictions with varying statues of limitations. Tax years 2015 through 2017 remain subject to examination by federal tax authorities. Tax years 2014 through 2017 generally remain subject to examination by state tax authorities. As of December 31,
2018
, we are not under any federal or state income tax examinations.
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) significantly revised the U.S. corporate income tax law, by among other things, reducing the corporate income tax rate to 21% for tax years beginning in 2018, implementing a modified territorial system that includes a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and creating new taxes on certain foreign sourced earnings.
Also on December 22, 2017, The Securities and Exchange Commission staff issued Staff Accounting Bulletin (SAB) 118 to provide guidance for companies that are not able to complete their accounting for the income tax effects of the Tax Act in the period of enactment. SAB 118 provides for a measurement period of up to one year from the date of enactment. During the measurement period, companies need to reflect adjustments to any provisional amounts if it obtains, prepares or analyzes additional information about facts and circumstances that existed as of the enactment date that, if known, would have affected the income tax effects initially reported as provisional amounts.
At December 31, 2018 we have completed our analysis of the Tax Act.
Income tax expense for the year ending December 31, 2017 includes a
$41
tax benefit related to the re-measurement of a deferred tax liability on a long-lived asset. The remaining impact from the re-measurement of our net U.S. deferred tax asset at the lower 21% rate was offset by the valuation allowance. During 2018, this amount was finalized and no additional adjustment was required to be made.
The one-time transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from U.S. income taxes. In 2017 we recorded a provisional amount for our one-time transition tax liability for all of our foreign subsidiaries. In 2018 the transition tax calculation was completed. The transition tax that we calculated resulted in an immaterial amount of additional federal taxable income. The additional taxable income from the transition tax was offset by NOLs and did not result in cash taxes payable.
No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis differences inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining
undistributed earnings not subject to the transition tax and additional outside basis difference in these entities (i.e. basis difference in excess of that subject to the one-time transition tax) is not practicable.
The Tax Act contains several base broadening provisions that became effective on January 1, 2018 that did not have a material impact on future earnings due to our NOL and valuation allowance position. Also effective for 2018 is a new Global Intangible Low-Taxed Income inclusion (GILTI). The GILTI did not have a material impact on our 2018 earnings due to our NOL and valuation allowance position.
19. 401(k) Plan
We manage the Limelight Networks 401(k) Plan covering effectively all of our employees. The plan is a 401(k) profit sharing plan in which participating employees are fully vested in any contributions they make.
We will match employee deferrals as follows: a dollar-for-dollar match on eligible employee’s deferral that does not exceed
3%
of compensation for the year and a
50%
match on the next
2%
of the employee deferrals. Our employees may elect to reduce their current compensation up to the statutory limit. We made matching contributions of approximately
$1,423
,
$1,327
, and
$1,345
during the years ended December 31,
2018
,
2017
, and
2016
, respectively.
20. Segment Reporting and Geographic Information
Our chief operating decision maker (whom is our Chief Executive Officer) reviews the 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 customer from which the revenue is earned. The following table sets forth revenue by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Americas
|
$
|
118,462
|
|
61
|
%
|
|
$
|
116,112
|
|
63
|
%
|
|
$
|
100,421
|
|
60
|
%
|
EMEA
|
38,015
|
|
19
|
%
|
|
37,212
|
|
20
|
%
|
|
31,326
|
|
18
|
%
|
Asia Pacific
|
39,193
|
|
20
|
%
|
|
31,036
|
|
17
|
%
|
|
36,487
|
|
22
|
%
|
Total revenue
|
$
|
195,670
|
|
100
|
%
|
|
$
|
184,360
|
|
100
|
%
|
|
$
|
168,234
|
|
100
|
%
|
The following table sets forth the individual countries and their respective revenue for those countries whose revenue exceeded 10% of our total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Country / Region
|
|
|
|
|
|
United States / Americas
|
$
|
113,102
|
|
|
$
|
112,166
|
|
|
$
|
94,105
|
|
United Kingdom / EMEA
|
$
|
26,672
|
|
|
$
|
22,456
|
|
|
$
|
15,290
|
|
Japan / Asia Pacific
|
$
|
20,452
|
|
|
$
|
18,585
|
|
|
$
|
19,967
|
|
The following table sets forth long-lived assets by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2018
|
|
2017
|
|
2016
|
Long-lived Assets
|
|
|
|
|
|
Americas
|
$
|
18,349
|
|
|
$
|
17,119
|
|
|
$
|
18,665
|
|
International
|
9,029
|
|
|
11,872
|
|
|
11,687
|
|
Total long-lived assets
|
$
|
27,378
|
|
|
$
|
28,991
|
|
|
$
|
30,352
|
|
21. Fair Value Measurements
We evaluate our financial instruments within the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1 - defined as observable inputs such as quoted prices in active markets;
Level 2 - defined as other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of December 31, 2018, and 2017, we held certain assets and liabilities that were required to be measured at fair value on a recurring basis. The following is a summary of fair value measurements at December 31,
2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Total
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
Money market funds (2)
|
$
|
752
|
|
|
$
|
752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificate of deposit (1)
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
Corporate notes and bonds (1)
|
25,083
|
|
|
—
|
|
|
25,083
|
|
|
—
|
|
Total assets measured at fair value
|
$
|
25,875
|
|
|
$
|
752
|
|
|
$
|
25,123
|
|
|
$
|
—
|
|
___________
|
|
(1)
|
Classified in marketable securities
|
|
|
(2)
|
Classified in cash and cash equivalents
|
The following is a summary of fair value measurements at December 31,
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
Description
|
Total
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
Money market funds (2)
|
$
|
6,789
|
|
|
$
|
6,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificate of deposit (1)
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
Corporate notes and bonds (1)
|
28,404
|
|
|
—
|
|
|
28,404
|
|
|
—
|
|
Total assets measured at fair value
|
$
|
35,233
|
|
|
$
|
6,789
|
|
|
$
|
28,444
|
|
|
$
|
—
|
|
____________
|
|
(1)
|
Classified in marketable securities
|
|
|
(2)
|
Classified in cash and cash equivalents
|
The carrying amount of cash equivalents approximates fair value because their maturity is less than
three
months. The carrying amount of short-term and long-term marketable securities approximates fair value as the securities are marked to market as of each balance sheet date with any unrealized gains and losses reported in stockholders’ equity. The carrying amount of accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term maturity of the amounts.
22. Quarterly Financial Results (unaudited)
The following tables sets forth certain unaudited quarterly results of operations for the years ended December 31,
2018
and
2017
. Amounts may not foot due to rounding.
In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts below for a fair statement of the quarterly information when read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
March 31,
2018
|
|
June 30,
2018 (a)
|
|
Sept. 30,
2018
|
|
Dec. 31,
2018
|
Revenue
|
$
|
52,114
|
|
|
$
|
50,249
|
|
|
$
|
49,315
|
|
|
$
|
43,992
|
|
Gross profit
|
$
|
26,680
|
|
|
$
|
24,847
|
|
|
$
|
24,035
|
|
|
$
|
17,910
|
|
Net income (loss)
|
$
|
149
|
|
|
$
|
15,159
|
|
|
$
|
(272
|
)
|
|
$
|
(5,193
|
)
|
Basic net income (loss) per share
|
$
|
—
|
|
|
$
|
0.14
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Diluted net income (loss) per share
|
$
|
—
|
|
|
$
|
0.13
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Basic weighted average common shares outstanding
|
110,761
|
|
|
111,356
|
|
|
112,760
|
|
|
113,578
|
|
Diluted weighted average common shares outstanding
|
118,909
|
|
|
120,033
|
|
|
112,760
|
|
|
113,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
March 31,
2017
|
|
June 30,
2017
|
|
Sept. 30,
2017
|
|
Dec. 31,
2017
|
Revenue
|
$
|
44,735
|
|
|
$
|
45,370
|
|
|
$
|
46,069
|
|
|
$
|
48,186
|
|
Gross profit
|
$
|
21,171
|
|
|
$
|
21,375
|
|
|
$
|
22,276
|
|
|
$
|
22,977
|
|
Net loss
|
$
|
(3,337
|
)
|
|
$
|
(1,625
|
)
|
|
$
|
(1,756
|
)
|
|
$
|
(912
|
)
|
Basic and diluted net loss per share
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
Basic and diluted weighted average common shares
outstanding
|
107,363
|
|
|
108,422
|
|
|
109,342
|
|
|
110,128
|
|
(a) During the quarter ended June 30, 2018, we recorded
$14,900
of settlement and patent license income related to the definitive
settlement and patent license agreement entered into
with Akamai
.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2018. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2018.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth in
the
Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2018.
Our financial statements included in this annual report on Form 10-K have been audited by Ernst & Young LLP, independent registered public accounting firm, as indicated in the report included elsewhere herein. Ernst & Young LLP has also provided an attestation report on the Company’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.