Edgar Filing: Limelight Networks, Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2018



o	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.)

222 South Mill Avenue, 8^th Floor

Tempe, AZ 85281

(Address of principal executive offices, including Zip Code)

(602) 850-5000

(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

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 o	Accelerated filer þ
Non-accelerated filer o	Smaller Reporting Company o
(Do not check if a smaller reporting company)	Emerging Growth Company o

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. o

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

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share, as of July 13, 2018: 112,642,013 shares.

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LIMELIGHT NETWORKS, INC.

FORM 10-Q

Quarterly Period Ended June 30, 2018

TABLE OF CONTENTS



		Page
Note Regarding Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017	4
	Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017	5
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2018 and 2017	6
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
Item 4.	CONTROLS AND PROCEDURES	31

PART II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	32
Item 1A.	RISK FACTORS	32
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
Item 3.	DEFAULTS UPON SENIOR SECURITIES	46
Item 4.	MINE SAFETY DISCLOSURES	46
Item 5.	OTHER INFORMATION	46
Item 6.	EXHIBITS	47
	SIGNATURES	48

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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 and Section 21E of the Securities Exchange Act of 1934. 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;


•	our expectations regarding revenue, costs, expenses, gross margin, non-GAAP earnings per share, Adjusted EBITDA and capital expenditures;


•	our plans regarding investing in our content delivery network, as well as other products and technologies;


•	our beliefs regarding the growth of, and competition within, the content delivery industry;


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


•	our expectations regarding headcount;


•	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 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 customers, as well as our expectations regarding customer turnover;


•	the sufficiency of our sources of funding;


•	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 customers.

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, customer count 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)



	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	28,719		$	20,912
Marketable securities	16,851			28,404
Accounts receivable, net	31,862			32,381
Income taxes receivable	153			98
Prepaid expenses and other current assets	18,147			5,397
Total current assets	95,732			87,192
Property and equipment, net	26,303			28,991
Marketable securities, less current portion	40			40
Deferred income taxes	1,550			1,506
Goodwill	76,648			77,054
Other assets	2,235			1,665
Total assets	$	202,508		$	196,448
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,179		$	4,439
Deferred revenue	965			1,187
Income taxes payable	219			452
Provision for litigation	18,000			18,000
Other current liabilities	12,269			18,507
Total current liabilities	37,632			42,585
Deferred income taxes	124			144
Deferred revenue, less current portion	37			16
Provision for litigation, less current portion	—			9,000
Other long-term liabilities	389			558
Total liabilities	38,182			52,303
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; 112,478 and 110,824 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	112			111
Additional paid-in capital	506,684			502,312
Accumulated other comprehensive loss	(9,324		)	(8,328		)
Accumulated deficit	(333,146		)	(349,950		)
Total stockholders’ equity	164,326			144,145
Total liabilities and stockholders’ equity	$	202,508		$	196,448

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 June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenue	$	50,249		$	45,370		$	102,363		$	90,105
Cost of revenue:
Cost of services	21,206			19,464			42,260			38,471
Depreciation — network	4,196			4,531			8,576			9,088
Total cost of revenue	25,402			23,995			50,836			47,559
Gross profit	24,847			21,375			51,527			42,546
Operating expenses:
General and administrative	7,517			6,804			17,038			15,319
Sales and marketing	10,022			8,997			20,302			18,265
Research and development	6,073			6,715			12,412			12,934
Depreciation and amortization	633			597			1,221			1,186
Total operating expenses	24,245			23,113			50,973			47,704
Operating income (loss)	602			(1,738		)	554			(5,158		)
Other income (expense):
Interest expense	(7		)	(10		)	(66		)	(24		)
Interest income	134			121			263			239
Settlement and patent license income	14,900			—			14,900			—
Other, net	(221		)	153			(109		)	241
Total other income	14,806			264			14,988			456
Income (loss) before income taxes	15,408			(1,474		)	15,542			(4,702		)
Income tax expense	249			151			234			260
Net income (loss)	15,159			(1,625		)	15,308			(4,962		)

Net income (loss) per share:
Basic	$	0.14		$	(0.01	)	$	0.14		$	(0.05	)
Diluted	$	0.13		$	(0.01	)	$	0.13		$	(0.05	)

Weighted average shares used in per share calculation:
Basic	111,356			108,422			111,059			107,893
Diluted	120,033			108,422			119,454			107,893

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 Income (Loss)

(In thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income (loss)	$	15,159		$	(1,625	)	$	15,308		$	(4,962	)
Other comprehensive income (loss), net of tax:
Unrealized gain on investments	44			28			20			58
Foreign exchange translation (loss) gain	(1,507		)	994			(1,016		)	1,935
Other comprehensive (loss) income	(1,463		)	1,022			(996		)	1,993
Comprehensive income (loss)	$	13,696		$	(603	)	$	14,312		$	(2,969	)

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)



	Six Months Ended June 30,
	2018			2017
Operating activities
Net income (loss)	$	15,308		$	(4,962	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	9,797			10,274
Share-based compensation	6,924			6,330
Settlement and patent license income	(14,900		)	—
Foreign currency remeasurement (gain) loss	(161		)	579
Deferred income taxes	(70		)	(144		)
Gain on sale of property and equipment	(113		)	(92		)
Accounts receivable charges	296			490
Amortization of premium on marketable securities	58			163
Changes in operating assets and liabilities:
Accounts receivable	223			(1,226		)
Prepaid expenses and other current assets	227			867
Income taxes receivable	(63		)	21
Other assets	(567		)	8
Accounts payable and other current liabilities	(5,584		)	2,701
Deferred revenue	167			(403		)
Income taxes payable	(237		)	134
Payments for provision for litigation	(6,020		)	(9,000		)
Other long term liabilities	(170		)	(382		)
Net cash provided by operating activities	5,115			5,358
Investing activities
Purchases of marketable securities	—			(7,519		)
Sale and maturities of marketable securities	11,515			14,244
Purchases of property and equipment	(6,281		)	(10,478		)
Proceeds from sale of property and equipment	113			80
Net cash provided by (used in) by investing activities	5,347			(3,673		)
Financing activities
Payments of employee tax withholdings related to restricted stock vesting	(2,812		)	(1,916		)
Cash paid for purchase of common stock	(3,800		)	—
Proceeds from employee stock plans	4,062			1,188
Net cash used in financing activities	(2,550		)	(728		)
Effect of exchange rate changes on cash and cash equivalents	(105		)	281
Net increase in cash and cash equivalents	7,807			1,238
Cash and cash equivalents, beginning of period	20,912			21,734
Cash and cash equivalents, end of period	$	28,719		$	22,972
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	66		$	4
Cash paid during the period for income taxes, net of refunds	$	618		$	224

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

June 30, 2018

1. Nature of Business

Limelight operates a globally distributed, high-performance network and provides a suite of integrated services marketed under the Limelight Orchestrate Platform which include content delivery, video content management, website and web application acceleration, website and content security, cloud storage, and edge services.

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, 2017. 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, 2018, or for any future periods.

Recent Accounting Standards

Adopted Accounting Standards

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 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 Accounting Standards Codification 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 billed ratably over the contract term ($367).

The costs associated with obtaining a customer contract were previously expensed in the period they were incurred. Under Topic 606, these payments have been deferred on our consolidated balance sheets and amortized over the expected life of the customer contract. The impact to sales and marketing expense for the three and six months ended June 30, 2018 was not material as a result of applying Topic 606. As of June 30, 2018, prepaid commissions were $1,334, with the short term portion of $747 included in prepaid expenses and other current assets, and the long term portion of $587 included in other assets.

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For customers with contracts that contain minimum commitments 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 value of revenue over the term of the contract and adjust revenue recognition as appropriate. The impact to revenues for the three and six months ended June 30, 2018 was an increase of $255 and $237, respectively, as a result of applying Topic 606.

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.

We derive revenue primarily from the sale of services that comprise components of our Orchestrate Platform. 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, using the right to invoice practical expedient allowable under Topic 606.

For contracts that contain minimum commitments over the contractual term, we estimate an amount of variable consideration by using either the expected value method or the most likely amount 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 customers have entered into contracts with contract terms generally from one to four years. As of June 30, 2018, we have approximately $3,300 of remaining unsatisfied performance obligations. We recognized revenue of approximately $1,000 and $2,000 during the three and six months ended June 30, 2018, respectively, related to these types of contracts with our customers.

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 arrangement.

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 services, and sale of equipment. 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.

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.

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Adopted Accounting Standards - continued

In August 2016, the FASB issued ASU No. 2016-15, which amends Accounting Standards Codifcation 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. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. 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. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We are utilizing a comprehensive approach to assess the impact of the guidance on our lease portfolio by reviewing our current accounting policies and practices to identify potential differences that would result from applying the new requirements. We continue to make significant progress on the potential impact on our accounting policies, internal control processes including system readiness and the related disclosures that will be required under the new guidance. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted and should be applied using a modified retrospective approach. We do not plan to early adopt this ASU. We will continue to review additional leases to assess the impact under the new guidance, and expect it will result in an increase in the value of our assets and liabilities on our consolidated balance sheet. We do not know and cannot reasonably estimate quantitative information related to the impact of the new standard on our financial statements at this time.

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. Earlier adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. 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 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 Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. We do not plan to early adopt this ASU. We are currently evaluating the potential impacts of this updated guidance, and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures.

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3. Investments in Marketable Securities

The following is a summary of marketable securities (designated as available-for-sale) at June 30, 2018:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Certificate of deposits	$	40	$	—	$	—	$	40
Corporate notes and bonds	16,899		—		48		16,851
Total marketable securities	$	16,939	$	—	$	48	$	16,891

The amortized cost and estimated fair value of marketable securities at June 30, 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	$	16,899	$	—	$	48	$	16,851
Due after one year and through five years	40		—		—		40
	$	16,939	$	—	$	48	$	16,891

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 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, net

Accounts receivable, net include:



	June 30,			December 31,
	2018			2017
Accounts receivable	$	32,674		$	33,519
Less: credit allowance	(240		)	(240		)
Less: allowance for doubtful accounts	(572		)	(898		)
Total accounts receivable, net	$	31,862		$	32,381

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5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include:



	June 30,		December 31,
	2018		2017
Settlement and patent license receivable	$	11,920	$	—
Prepaid bandwidth and backbone	995		1,487
VAT receivable	1,606		1,454
Prepaid expenses and insurance	2,364		1,870
Vendor deposits and other	1,262		586
Total prepaid expenses and other current assets	$	18,147	$	5,397

6. Property and Equipment, net

Property and equipment, net include:



	June 30,			December 31,
	2018			2017
Network equipment	$	103,193		$	107,916
Computer equipment and software	9,775			9,801
Furniture and fixtures	1,333			2,432
Leasehold improvements	4,252			3,969
Other equipment	166			183
Total property and equipment	118,719			124,301
Less: accumulated depreciation	(92,416		)	(95,310		)
Total property and equipment, net	$	26,303		$	28,991

Depreciation expense related to property and equipment classified in operating expense was $633 and $597 for the three months ended June 30, 2018 and 2017, respectively and was $1,221 and $1,186 for the six months ended June 30, 2018 and 2017, respectively.

7. 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.

No interim indicators of impairment were identified as of June 30, 2018. Foreign currency translation adjustments decreased the carrying amount of goodwill by $379 for the three months ended June 30, 2018. For the six months ended June 30, 2018, foreign currency translation adjustments decreased the carrying value of goodwill by $406.

8. Other Current Liabilities

Other current liabilities include:



	June 30,		December 31,
	2018		2017
Accrued compensation and benefits	$	5,628	$	12,181
Accrued cost of revenue	2,687		3,170
Deferred rent	286		434
Accrued legal fees	23		383
Other accrued expenses	3,645		2,339
Total other current liabilities	$	12,269	$	18,507

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9. 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 June 30, 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 we had availability under the Credit Agreement of approximately $10,000.

As of June 30, 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 three months ended June 30, 2018 and 2017, there was no interest expense, and fees expense and amortization was $7 and $10, respectively. For the six months ended June 30, 2018 and 2017, there was no interest expense, and fees expense and related amortization was $66 and $24, 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 June 30, 2018, we were in compliance with all covenants under the Credit Agreement.

10. Contingencies

Legal Matters

Akamai ‘703 Litigation

In June 2006, Akamai Technologies, Inc. (Akamai) and the Massachusetts Institute of Technology (MIT) filed a lawsuit against us in the United States District Court for the District of Massachusetts alleging that we were infringing multiple patents assigned to MIT and exclusively licensed by MIT to Akamai. In August 2016, we entered into a settlement and license agreement with 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 recorded a charge in the quarter ended June 30, 2016 for the full, undiscounted amount of $54,000. As of June 30, 2018, there remained $18,000 due to Akamai under the terms of the settlement and license agreement.

Other Akamai Litigation

In November 2015, we filed a lawsuit against Akamai and XO Communications in the District Court for the Eastern District of Virginia alleging the infringement of six of our patents covering a broad range of inventions that we believe are critical to the effective and efficient delivery of bytes by a content delivery network (the Akamai and XO Litigation). Akamai also filed counterclaims in April 2016, alleging the infringement of five of its patents. We filed an answer to Akamai’s counterclaims, denying each of the allegations of infringement in May 2016.

In February 2016, Akamai filed a complaint against us in the District Court for the District of Massachusetts alleging infringement of three of its patents. In April 2016, Akamai amended its complaint by withdrawing one of the asserted patents. In April 2016, we filed our answer to the complaint, denying each of the allegations of infringement, and asserting two counterclaims alleging infringement of two of our patents. In December 2016, Akamai filed a second complaint against us in the District Court for the District of Massachusetts alleging infringement of three additional patents, and we later filed our answer to the complaint, denying each of the allegations of infringement. The two cases were ultimately consolidated into a single action by the court.

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On April 9, 2018, we entered into a definitive settlement and patent license agreement 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. The first quarterly payment of $2,980 was received in May 2018.

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. 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 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 income (loss) per share. Diluted income (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.

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
Net income (loss)	$	15,159	$	(1,625	)	$	15,308	$	(4,962	)
Basic weighted average outstanding shares of common stock	111,356		108,422			111,059		107,893
Basic weighted average outstanding shares of common stock	111,356		108,422			111,059		107,893
Dilutive effect of stock options, restricted stock units, and other equity incentive plans	8,677		—			8,395		—
Diluted weighted average outstanding shares of common stock	120,033		108,422			119,454		107,893
Basic net income (loss) per share	$	0.14	$	(0.01	)	$	0.14	$	(0.05	)
Diluted net income (loss) per share:	$	0.13	$	(0.01	)	$	0.13	$	(0.05	)

For the three and six months ended June 30, 2018 and 2017, 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 June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Employee stock purchase plan	—	107	—	107
Stock options	2,832	1,496	3,718	844
Restricted stock units	—	2,688	—	2,382
	2,832	4,291	3,718	3,333

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 replaced the $9,500 remaining from the previously announced $15,000 share repurchase program. During the three months ended June 30, 2018, we did not repurchase any shares under the repurchase program. During the six months ended June 30, 2018, we purchased and canceled 1,000 shares for $3,800, including commissions and fees. During the three and six months ended June 30, 2017, we did not repurchase any shares under the repurchase programs. As of June 30, 2018, there remained $21,200 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 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 June 30, 2018 was approximately 10,528.

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 three and six months ended June 30, 2018, we issued 250 shares under the ESPP. Total cash proceeds from the purchase of the shares under the ESPP was approximately $1,110. As of June 30, 2018, shares reserved

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for issuance to employees under this plan totaled 380, and we held employee contributions of $332 (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 June 30, 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 June 30, 2018, 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 six months ended June 30, 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 income (loss) before reclassifications	(1,016		)	20			(996		)
Amounts reclassified from accumulated other comprehensive loss	—			—			—
Net current period other comprehensive income (loss)	(1,016		)	20			(996		)
Balance, June 30, 2018	$	(9,275	)	$	(49	)	$	(9,324	)

14. Share-Based Compensation

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Share-based compensation expense by type:
Stock options	$	1,046	$	909	$	2,107	$	1,859
Restricted stock units	2,181		2,110		4,347		4,138
ESPP	330		236		470		333
Total share-based compensation expense	$	3,557	$	3,255	$	6,924	$	6,330
Share-based compensation expense:
Cost of services	$	350	$	364	$	707	$	723
General and administrative expense	1,969		1,674		3,779		3,208
Sales and marketing expense	633		617		1,236		1,237
Research and development expense	605		600		1,202		1,162
Total share-based compensation expense	$	3,557	$	3,255	$	6,924	$	6,330

Unrecognized share-based compensation expense totaled approximately $20,805 at June 30, 2018, of which $6,580 related to stock options and $14,225 related to restricted stock units. We currently expect to recognize share-based compensation expense of $6,418 during the remainder of 2018, $9,302 in 2019 and the remainder thereafter based on scheduled vesting of the stock options and restricted stock units outstanding at June 30, 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

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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. LLC and Goldman Sachs Group, Inc. sold 30,272,493 shares that they had acquired upon the conversation of their Series B Preferred Stock at the time of the Company’s IPO in June 2007. As of June 30, 2018, Goldman, Sachs & Co. owned less than 1% of our outstanding common stock. We had no other material related party transactions during the three and six months ended June 30, 2018 and 2017.

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 June 30, 2018, are as follows:



Remainder of 2018	$	1,482
2019	1,707
2020	782
2021	466
2022	55
Thereafter	—
Total minimum payments	$	4,492

Purchase Commitments

We have long-term commitments for bandwidth usage and co-location with various networks and Internet service providers. The following summarizes minimum commitments as of June 30, 2018:



Remainder of 2018	$	18,068
2019	16,123
2020	1,987
2021	250
2022	2
Thereafter	—
Total minimum payments	$	36,430

17. Concentrations

During the three and six months ended June 30, 2018 and 2017, respectively, we had one customer, Amazon, who represented more than 10% of our total revenue.

Revenue from customers located within the United States, our country of domicile, was $30,067 for the three months ended June 30, 2018, compared to $27,018 for the three months ended June 30, 2017. For the six months ended June 30, 2018, revenue from customers located within the United States was $60,620, compared to $54,391 for the six months ended June 30, 2017.

During the three and six months ended June 30, 2018, based on customer location, we had two countries, the United States, and the United Kingdom, that accounted for 10% or more of our total revenue. During the three and six months ended June 30, 2017, we had three countries, the United States, Japan, and the United Kingdom, that accounted for 10% or more of our total revenue based on customer location.

18. 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 June 30, 2018 and 2017, was $249 and $151, respectively. For the six months ended June 30, 2018 and 2017, income tax expense was $234 and $260, respectively. Income tax expense was different

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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 and six month periods.

We file income tax returns in jurisdictions with varying statutes of limitations. Tax years 2014 through 2016 remain subject to examination by federal tax authorities. Tax years 2013 through 2016 generally remain subject to examination by state tax authorities. As of June 30, 2018, we are not under any federal or state examination for income taxes.

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 SEC 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 June 30, 2018 we have not yet completed our analysis of the Tax Act; however, in certain circumstances, as described below, we have made a reasonable estimate of the effects of the Tax Act.

Provisional Amounts

Our deferred tax balances for the year ending December 31, 2017 reflected an estimated $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.

Our deferred tax balances for the year ending December 31, 2017 reflected the estimated impact from the one-time transition tax that we previously deferred from U.S. income taxes. 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 net operating losses (NOLs) and did not result in cash taxes payable.

There were no changes to the provisional amounts recorded as of December 31, 2017. We will consider the revaluation of our deferred balances and the one-time transition tax amounts as provisional amounts until our 2017 federal income tax return has been finalized.

The tax provision incorporates assumptions made based upon the Company’s current interpretation of the Tax Act, and may change as we receive additional clarification and implementation guidance and as the interpretation of the Tax Act evolves over time. The Tax Act contains several base broadening provisions that became effective on January 1, 2018 that we do not expect to 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). There was no impact to income tax expense (benefit) related to the GILTI as a result of our 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.

19. Segment Reporting and Geographic Areas

Our chief operating decision maker (whom 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 customer from which the revenue is earned. The following table sets forth our revenue by geographic area:

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	Three Months Ended June 30,								Six Months Ended June 30,
	2018				2017				2018				2017
Americas	$	31,039	62	%	$	28,413	63	%	$	63,617	62	%	$	56,608	63	%
EMEA	9,708		19	%	8,807		19	%	21,500		21	%	17,264		19	%
Asia Pacific	9,502		19	%	8,150		18	%	17,246		17	%	16,233		18	%
Total revenue	$	50,249	100	%	$	45,370	100	%	$	102,363	100	%	$	90,105	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 June 30,		Six Months Ended June 30,
Country / Region	2018	2017	2018	2017
United States / Americas	30,067	27,018	60,620	54,391
United Kingdom / EMEA	6,337	5,002	15,306	9,578
Japan / Asia Pacific	4,922	5,066	9,231	9,817

The following table sets forth long-lived assets by geographic area in which the assets are located:



	June 30,		December 31,
	2018		2017
Americas	$	17,186	$	17,119
International	9,117		11,872
Total long-lived assets	$	26,303	$	28,991

20. Fair Value Measurements

As of June 30, 2018, and December 31, 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 June 30, 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)	$	8,808	$	8,808	$	—	$	—
Certificate of deposit (1)	40		—		40		—
Corporate notes and bonds (1)	16,851		—		16,851		—
Total assets measured at fair value	$	25,699	$	8,808	$	16,891	$	—

____________


(1)	Classified in marketable securities


(2)	Classified in cash and cash equivalents

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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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2017, included in Part II of our annual report on Form 10-K, as amended filed with the SEC, on February 8, 2018.

Prior period information has been modified to conform to current year presentation. All information in this Item 2 is presented in thousands, except per share amounts, customer count and where specifically noted.

Overview

We were founded in 2001 as a provider of content delivery network services to deliver digital content over the Internet. We began development of our infrastructure in 2001 and began generating meaningful revenue in 2002. Today, we operate a globally distributed, high-performance, computing platform (our global network) and provide a suite of integrated services including content delivery, video content management, website and web application acceleration, website and content security, cloud storage, and edge services. The suite of services that we offer collectively comprise our Limelight Orchestrate Platform (the Orchestrate Platform). Our mission is to securely manage and globally deliver digital content, building customer satisfaction through exceptional reliability and performance.

We derive revenue primarily from the sale of components of the Orchestrate Platform. Our delivery services represented approximately 83% of our total revenue during the three and six months ended June 30, 2018. We also generate revenue through the sale of professional services and other infrastructure services, such as transit and rack space services.

We operate in markets that are highly competitive. We have experienced and expect to continue to experience increased competition in price, features, functionality, integration and other factors leading to customer churn and customers operating their own networks. Competition and technology advancements have resulted in declining average selling prices in the industry. We believe continued increases in content delivery traffic growth rates, driven by increased migration of applications and data to the cloud, continued growth rates of mobile device usage and increased consumption of rich media content and larger file sizes, are all important trends that will continue to outpace declining average selling prices in the industry.

During the three and six months ended June 30, 2018 and 2017, respectively, we had one customer Amazon, who accounted for 10% or more of our total revenue. Changes in revenue can be driven by a small subset of large customers who have low contractually committed obligations.

In addition to these revenue-related trends, our profitability is impacted by trends in our costs of services and operating expenses. We continuously work with our vendors to optimize our data center footprint. We continuously renegotiate our infrastructure contracts in order to scale our operations based on traffic levels and lower bandwidth costs per unit. Our operating expenses are largely driven by payroll and related employee costs. Our headcount increased from 533 at December 31, 2017, to 549 as of June 30, 2018.

In August 2016, we entered into a settlement and license agreement with Akamai Technologies, Inc. (Akamai) with respect to the U.S. Patent No. 6,108,703 (the ‘703 patent) and certain other related patents. The agreement settles 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 beginning on August 1, 2016. As of June 30, 2018, there remained $18,000 due to Akamai under the terms of the settlement and license agreement.

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. The first quarterly payment of $2,980 was received in May 2018.

Please see our discussion in Note 10 "Contingencies - Legal Matters" of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this quarterly report on Form 10-Q for more information on this and other lawsuits.

Based on current conditions, we expect full-year 2018 revenue to be between $200,000 and $203,000. We expect more than a 150 basis point improvement in gross margin for the full year. We expect full-year GAAP earnings per share to be

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between $0.07 and $0.11, and we expect full-year non-GAAP earnings per share to be between $0.13 and $0.17, and full-year Adjusted EBITDA to be between $33,000 and $37,000. We expect capital expenditures to be below $20,000 for the full year.

The following table summarizes our revenue, costs and expenses in thousands of dollars and as a percentage of total revenue for the three and six months ended June 30, 2018 and 2017.



	Three Months Ended June 30,										Six Months Ended June 30,
	2018					2017					2018				2017
Revenues	$	50,249		100.0	%	$	45,370		100.0	%	$	102,363	100.0	%	$	90,105		100.0	%
Cost of revenue	25,402			50.6	%	23,995			52.9	%	50,836		49.7	%	47,559			52.8	%
Gross profit	24,847			49.4	%	21,375			47.1	%	51,527		50.3	%	42,546			47.2	%
Operating expenses	24,245			48.2	%	23,113			50.9	%	50,973		49.8	%	47,704			52.9	%
Operating income (loss)	602			1.2	%	(1,738		)	(3.8	)%	554		0.5	%	(5,158		)	(5.7	)%
Settlement and patent license income	14,900			29.7	%	—			—	%	14,900		14.6	%	—			—	%
Total other income (expense)	(94		)	(0.2	)%	264			0.6	%	88		0.1	%	456			0.5	%
Income (loss) before income taxes	15,408			30.7	%	(1,474		)	(3.2	)%	15,542		15.2	%	(4,702		)	(5.2	)%
Income tax expense	249			0.5	%	151			0.3	%	234		0.2	%	260			0.3	%
Net income (loss)	$	15,159		30.2	%	$	(1,625	)	(3.6	)%	$	15,308	15.0	%	$	(4,962	)	(5.5	)%

Use of Non-GAAP Financial Measures

To evaluate our business, we consider and use non-generally accepted accounting principles (Non-GAAP) net income (loss), EBITDA and Adjusted EBITDA as supplemental measures of operating performance. These measures include the same adjustments that management takes into account when it reviews and assesses operating performance on a period-to-period basis. We consider Non-GAAP net income (loss) to be an important indicator of overall business performance. We define Non-GAAP net income (loss) to be U.S. GAAP net income (loss), adjusted to exclude the settlement and patent license income, share-based compensation, and litigation expenses. We believe that EBITDA provides a useful metric to investors to compare us with other companies within our industry and across industries. We define EBITDA as U.S. GAAP net income (loss), adjusted to exclude depreciation and amortization, interest expense, interest and other (income) expense, and income tax expense (benefit). We define Adjusted EBITDA as EBITDA adjusted to exclude the settlement and patent license income, share-based compensation and litigation expenses. We use Adjusted EBITDA as a supplemental measure to review and assess operating performance. Our management uses these Non-GAAP financial measures because, collectively, they provide valuable information on the performance of our on-going operations, excluding non-cash charges, taxes and non-core activities (including interest payments related to financing activities). These measures also enable our management to compare the results of our on-going operations from period to period, and allow management to review the performance of our on-going operations against our peer companies and against other companies in our industry and adjacent industries. We believe these measures also provide similar insights to investors, and enable investors to review our results of operations “through the eyes of management.”

Furthermore, our management uses these Non-GAAP financial measures to assist them in making decisions regarding our strategic priorities and areas for future investment and focus.

In our July 19, 2018, earnings press release, as furnished on Form 8-K, we included Non-GAAP net income (loss), EBITDA and Adjusted EBITDA. The terms Non-GAAP net income (loss), EBITDA and Adjusted EBITDA are not defined under U.S. GAAP, and are not measures of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. Our Non-GAAP net income (loss), EBITDA and Adjusted EBITDA have limitations as analytical tools, and when assessing our operating performance, Non-GAAP net income (loss), EBITDA and Adjusted EBITDA should not be considered in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Some of these limitations include, but are not limited to:


•	EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;


•	these measures do not reflect changes in, or cash requirements for, our working capital needs;


•	Non- GAAP net income (loss) and Adjusted EBITDA do not reflect the cash requirements necessary for litigation costs, including provision for litigation and litigation expenses;

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•	these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt that we may incur;


•	these measures do not reflect income taxes or the cash requirements for any tax payments;


•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will be replaced sometime in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;


•	while share-based compensation is a component of operating expense, the impact on our financial statements compared to other companies can vary significantly due to such factors as the assumed life of the options and the assumed volatility of our common stock; and


•	other companies may calculate Non-GAAP net income (loss), EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations by relying primarily on our U.S. GAAP results and using Non-GAAP net income (loss), EBITDA, and Adjusted EBITDA only as supplemental support for management’s analysis of business performance. Non-GAAP net income (loss), EBITDA and Adjusted EBITDA are calculated as follows for the periods presented.

Reconciliation of Non-GAAP Financial Measures

In accordance with the requirements of Item 10(e) of Regulation S-K, we are presenting the most directly comparable U.S. GAAP financial measures and reconciling the unaudited Non-GAAP financial metrics to the comparable U.S. GAAP measures.

Reconciliation of U.S. GAAP Net Income (Loss) to Non-GAAP Net Income

(Unaudited)



	Three Months Ended								Six Months Ended
	June 30,			March 31,		June 30,			June 30,			June 30,
	2018			2018		2017			2018			2017
U.S. GAAP net income (loss)	$	15,159		$	149	$	(1,625	)	$	15,308		$	(4,962	)
Settlement and patent license income	(14,900		)	—		—			(14,900		)	—
Share-based compensation	3,557			3,367		3,255			6,924			6,330
Litigation expenses	215			2,670		1,276			2,885			3,185
Non-GAAP net income	$	4,031		$	6,186	$	2,906		$	10,217		$	4,553

Reconciliation of U.S. GAAP Net Income (Loss) to EBITDA to Adjusted EBITDA

(Unaudited)



	Three Months Ended									Six Months Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2018			2018			2017			2018			2017
U.S. GAAP net income (loss)	$	15,159		$	149		$	(1,625	)	$	15,308		$	(4,962	)
Depreciation and amortization	4,829			4,968			5,128			9,797			10,274
Interest expense	7			59			10			66			24
Interest and other (income) expense	87			(242		)	(274		)	(154		)	(480		)
Income tax (benefit) expense	249			(15		)	151			234			260
EBITDA	$	20,331		$	4,919		$	3,390		$	25,251		$	5,116
Settlement and patent license income	(14,900		)	—			—			(14,900		)	—
Share-based compensation	3,557			3,367			3,255			6,924			6,330
Litigation expenses	215			2,670			1,276			2,885			3,185
Adjusted EBITDA	$	9,203		$	10,956		$	7,921		$	20,160		$	14,631

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Critical Accounting Policies and Estimates

Please see Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of changes in significant accounting policies. In addition, our critical accounting policies and estimates are disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. During the six months ended June 30, 2018, there have been no other significant changes in our critical accounting policies and estimates.

Results of Operations

Revenue

We derive revenue primarily from the sale of components of the Orchestrate Platform. We also generate revenue through the sale of professional services and other infrastructure services, such as transit and rack space services.

The following table reflects our revenue for the three and six months ended June 30, 2018, compared to the three and six months ended June 30, 2017:



	Three Months Ended June 30,								Six Months Ended June 30,
					$		%						$		%
	2018		2017		Change		Change		2018		2017		Change		Change
Revenue	$	50,249	$	45,370	$	4,879	11	%	$	102,363	$	90,105	$	12,258	14	%

Our revenue increased during the three and six months ended June 30, 2018, versus the comparable 2017 periods primarily due to an increase in our content delivery revenue, which was driven by increases in volumes with certain of our larger customers. During the three and six months ended June 30, 2018, we experienced a small increase in average selling price versus the comparable 2017 period, due to customer and product mix.

Our active customers worldwide decreased to 689 as of June 30, 2018, compared to 779 as of June 30, 2017. We are continuing our selective approach to accepting profitable business by following a clear process for identifying customers that value quality, performance, availability, and service.

During the three months ended June 30, 2018 and 2017, sales to our top 20 customers accounted for approximately 72% and 65%, respectively, of our total revenue. For the six months ended June 30, 2018 and 2017, sales to our top 20 customers accounted for approximately 72% and 64%, respectively, of our total revenue. The customers that comprised our top 20 customers change from time to time, and our large customers may not continue to be as significant going forward as they have been in the past.

During the three and six months ended June 30, 2018 and 2017, respectively, we had one customer, Amazon, who accounted for more than 10% of our total revenue.

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 (in thousands and as a percentage of total revenue):



	Three Months Ended June 30,								Six Months Ended June 30,
	2018				2017				2018				2017
Americas	$	31,039	62	%	$	28,413	63	%	$	63,617	62	%	$	56,608	63	%
EMEA	9,708		19	%	8,807		19	%	21,500		21	%	17,264		19	%
Asia Pacific	9,502		19	%	8,150		18	%	17,246		17	%	16,233		18	%
Total revenue	$	50,249	100	%	$	45,370	100	%	$	102,363	100	%	$	90,105	100	%

Cost of Revenue

Cost of revenue consists primarily of fees paid to network providers for bandwidth and backbone, costs incurred for non-settlement free peering and connection to Internet service providers, and fees paid to data center operators for housing of our network equipment in third party network data centers, also known as co-location costs. Cost of revenue 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. Other costs include professional fees and outside services, travel and travel-related expenses, and royalty expenses.

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Cost of revenue was composed of the following (in thousands and as a percentage of total revenue):



	Three Months Ended June 30,								Six Months Ended June 30,
	2018				2017				2018				2017
Bandwidth and co-location fees	$	14,104	28.1	%	$	13,174	29.0	%	$	28,654	28.0	%	$	26,440	29.3	%
Depreciation - network	4,196		8.4	%	4,531		10.0	%	8,576		8.4	%	9,088		10.1	%
Payroll and related employee costs	4,013		8.0	%	4,320		9.5	%	7,988		7.8	%	8,353		9.3	%
Share-based compensation	350		0.7	%	364		0.8	%	707		0.7	%	723		0.8	%
Other costs	2,739		5.5	%	1,606		3.5	%	4,911		4.8	%	2,955		3.3	%
Total cost of revenue	$	25,402	50.6	%	$	23,995	52.9	%	$	50,836	49.7	%	$	47,559	52.8	%

Our cost of revenue increased in aggregate dollars and decreased as a percentage of total revenue for the three and six months ended June 30, 2018, versus the comparable 2017 periods. The changes in cost of revenue were primarily a result of the following:

•

Bandwidth expenses, in aggregate dollars, increased due to higher transit costs resulting from increased traffic volumes on our network and expansion into new geographies. However, as a percentage of total revenue, our bandwidth expenses decreased versus the comparable 2017 periods due to renegotiated lower rates with our vendors. Our co-location costs remained consistent in aggregate dollars, but decreased as a percentage of total revenue versus the comparable 2017 periods, due to improved server and operational efficiencies, resulting in additional revenue without corresponding proportional costs.


•	Payroll and related employee costs decreased due to lower variable compensation.


•	Other costs increased primarily due to an increase in international re-seller costs.

We anticipate an improvement in gross margin of more than 150 basis points for the full year 2018 compared to 2017.

General and Administrative

General and administrative expense was composed of the following (in thousands and as a percentage of total revenue):



	Three Months Ended June 30,									Six Months Ended June 30,
	2018				2017					2018				2017
Payroll and related employee costs	$	3,008	6.0	%	$	3,311		7.3	%	$	5,940	5.8	%	$	6,115	6.8	%
Professional fees and outside services	790		1.6	%	836			1.8	%	1,578		1.5	%	1,674		1.9	%
Share-based compensation	1,969		3.9	%	1,674			3.7	%	3,779		3.7	%	3,208		3.6	%
Litigation expenses	215		0.4	%	1,276			2.8	%	2,885		2.8	%	3,185		3.5	%
Other costs	1,535		3.1	%	(293		)	(0.6	)%	2,856		2.8	%	1,137		1.3	%
Total general and administrative	$	7,517	15.0	%	$	6,804		15.0	%	$	17,038	16.6	%	$	15,319	17.0	%

Our general and administrative expense increased in aggregate dollars for the three and six months ended June 30, 2018, versus the comparable 2017 periods. As a percentage of sales, for the three months ended June 30, 2018, our general and administrative expense remained consistent with the comparable 2017 period. For the six months ended June 30, 2018, our general and administrative expense decreased as a percentage of total revenue versus the comparable 2017 period.

The increase in aggregate dollars from 2017 to 2018 was primarily driven by our receipt of a state sales tax refund in 2017. In addition, we incurred an increase in share-based compensation during both the three and six month periods ended June 30, 2018 versus the comparable 2017 periods. These increases were off-set by decreased litigation expenses, due to the settlement of our intellectual property lawsuits, decreased payroll and related employee costs, primarily due to lower variable compensation, and decreased professional fees, which was primarily due to lower consulting and recruiting expenses.

Excluding litigation expenses, we expect our general and administrative expenses for 2018 to remain consistent with 2017.

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Sales and Marketing

Sales and marketing expense was composed of the following (in thousands and as a percentage of total revenue):



	Three Months Ended June 30,								Six Months Ended June 30,
	2018				2017				2018				2017
Payroll and related employee costs	$	7,139	14.2	%	$	6,380	14.1	%	$	14,458	14.1	%	$	12,610	14.0	%
Share-based compensation	633		1.3	%	617		1.4	%	1,236		1.2	%	1,237		1.4	%
Marketing programs	553		1.1	%	476		1.0	%	1,142		1.1	%	1,021		1.1	%
Other costs	1,697		3.4	%	1,524		3.4	%	3,466		3.4	%	3,397		3.8	%
Total sales and marketing	$	10,022	19.9	%	$	8,997	19.8	%	$	20,302	19.8	%	$	18,265	20.3	%

Our sales and marketing expense increased in aggregate dollars for the three and six months ended June 30, 2018, versus the comparable 2017 periods. For the three months ended June 30, 2018, our sales and marketing expense remained consistent as a percentage of total revenue with the comparable 2017 period. For the six months ended June 30, 2018, our sales and marketing expense decreased as a percentage of total revenue versus the comparable 2017 period.

The increase in sales and marketing expense was primarily as a result of the following:


•	Increased payroll and related employee costs, due to increased headcount and higher variable compensation.


•	Increased marketing spending related to public relations and trade shows.


•	Increased other costs primarily due to higher consulting, travel and entertainment, and fees and licenses.

We expect our sales and marketing expenses for 2018 to increase compared to 2017 as we expand our sales force and marketing efforts.

Research and Development

Research and development expense was composed of the following (in thousands and as a percentage of total revenue):



	Three Months Ended June 30,								Six Months Ended June 30,
	2018				2017				2018				2017
Payroll and related employee costs	$	4,372	8.7	%	$	4,936	10.9	%	$	9,032	8.8	%	$	9,607	10.7	%
Share-based compensation	605		1.2	%	600		1.3	%	1,202		1.2	%	1,162		1.3	%
Other costs	1,096		2.2	%	1,179		2.6	%	2,178		2.1	%	2,165		2.4	%
Total research and development	$	6,073	12.1	%	$	6,715	14.8	%	$	12,412	12.1	%	$	12,934	14.4	%

Our research and development expense decreased in aggregate dollars and decreased as a percentage of total revenue for the three and six months ended June 30, 2018, versus the comparable 2017 periods. The decrease in aggregate dollars was primarily due to a decrease in payroll and related employee costs due to lower variable compensation and lower average salary expense. Other costs decreased during the quarter due to lower professional fees and reduced facility costs.

We expect our research and development expenses for 2018 to remain consistent with 2017.

Depreciation and Amortization (Operating Expenses)

Depreciation and amortization expense was $633, or 1.3% of revenue, for the three months ended June 30, 2018, versus $597, or 1.3% of revenue, for the comparable 2017 period. For the six months ended June 30, 2018, depreciation and amortization expense was $1,221, or 1.2% of revenue versus $1,186, or 1.3% of revenue, for the comparable 2017 period. Depreciation expense consists of depreciation on equipment and furnishings used by general administrative, sales and marketing, and research and development personnel. Amortization expense consists of amortization of intangible assets acquired in business combinations.

Interest Expense

Interest expense was $7 for the three months ended June 30, 2018, versus $10 for the comparable 2017 period. For the six months ended June 30, 2018, interest expense was $66 versus $24 for the comparable 2017 period. The increase in the six

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months ended June 30, 2018 was due to fees associated with the Fourth Amendment (Fourth Amendment) to the Loan and Security Agreement (the Credit Agreement) with Silicon Valley Bank (SVB) originally entered into in November 2015.

Interest Income

Interest income was $134 for the three months ended June 30, 2018, versus $121 for the comparable 2017 period. For the six months ended June 30, 2018, interest income was $263 versus $239 for the comparable 2017 period. Interest income includes interest earned on invested cash balances and marketable securities.

Settlement and Patent License Income

On April 9, 2018, we entered into a definitive Settlement and Patent License Agreement (the Agreement) 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. The first quarterly payment of $2,980 was received in May 2018.

Other Income (Expense)

Other expense was $221 for the three months ended June 30, 2018, versus other income of $153 for the comparable 2017 period. For the six months ended June 30, 2018, other expense was $109 versus other income of $241 for the comparable 2017 period. For the three and six months ended June 30, 2018 and 2017, respectively, other income consisted primarily of foreign currency transaction gains and losses and the gain on sale of fixed assets.

Income Tax Expense

Based on an estimated annual effective tax rate and discrete items, the estimated income tax expense for the three and six months ended June 30, 2018, was $249 and $234, respectively, versus $151 and $260 for the comparable 2017 period. Income tax (benefit) expense on our income (loss) before income taxes was different than the statutory income tax rate primarily due to our providing for a valuation allowance on deferred tax assets in certain jurisdictions, and recording of state and foreign tax expense for the quarter and year to date periods. The effective income tax rate is based primarily upon forecasted income or loss for the year, the composition of the income or loss in different countries, and adjustments, if any, for the potential tax consequences, benefits or resolutions for tax audits.

Liquidity and Capital Resources

As of June 30, 2018, our cash, cash equivalents and marketable securities classified as current totaled $45,570. Included in this amount is approximately $5,450 of cash and cash equivalents held outside the United States. Changes in cash, cash equivalents and marketable securities are dependent upon changes in, among other things, working capital items such as deferred revenues, accounts payable, accounts receivable, accrued provision for litigation, accrued settlement and patent license agreement, and various accrued expenses, as well as purchases of property and equipment and changes in our capital and financial structure due to debt repurchases and issuances, stock option exercises, sales of equity investments, and similar events.

In August 2016, we entered into a settlement and license agreement with Akamai with respect to the ‘703 and certain other related patents. The agreement settles 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 beginning on August 1, 2016. As of June 30, 2018, there remained $18,000 due to Akamai under the terms of the settlement and license agreement.

On April 9, 2018, we entered into a definitive settlement 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 us a total of $14,900, over five equal quarterly installments. The first quarterly payment of $2,980 was received in May 2018.

We believe that our existing cash, cash equivalents and marketable securities, and available borrowing capacity will be sufficient to meet our anticipated cash needs for at least the next 12 months. If the assumptions underlying our business plan regarding future revenue and expenses change or if unexpected opportunities or needs arise, we may seek to raise additional cash by selling equity or debt securities.

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The major components of changes in cash flows for the six months ended June 30, 2018 and 2017, are discussed in the following paragraphs.

Operating Activities

Net cash provided by operating activities was $5,115 for the six months ended June 30, 2018, versus net cash provided by operating activities of $5,358 for the comparable 2017 period, a decrease of $243. Changes in operating assets and liabilities of $(12,024) during the six months ended June 30, 2018, versus $(7,280) in the comparable 2017 period were primarily due to:


•	accounts receivable decreased $223 during the six months ended June 30, 2018 as a result of timing of collections as compared to a $1,226 increase in the comparable 2017 period;


•	prepaid expenses and other current assets decreased $227 during the six months ended June 30, 2018, due to the amortization of prepaid bandwidth expenses and other prepaid expenses, compared to a $867 decrease in the comparable 2017 period;


•	accounts payable and other current liabilities decreased $5,584 during the six months ended June 30, 2018, versus an increase of $2,701 for the comparable 2017 period due to timing of vendor payments and the payment of 2017 variable compensation accruals; and


•	payments for provision for litigation decreased $2,980, which represented the first payment received from Akamai under the settlement and patent license agreement.

Cash provided by operating activities may not be sufficient to cover new purchases of property and equipment during the remainder of 2018 and 2019. The timing and amount of future working capital changes and our ability to manage our days sales outstanding will also affect the future amount of cash used in or provided by operating activities.

Investing Activities

Net cash provided by investing activities was $5,347 for the six months ended June 30, 2018, versus net cash used in investing activities of $3,673 for the comparable 2017 period. Net cash used in investing activities was primarily related to the purchase of marketable securities, and capital expenditures primarily for servers and network equipment associated with the build-out and expansion of our global computing platform, partially offset by cash received from the sale and maturities of marketable securities.

We expect to have ongoing capital expenditure requirements as we continue to invest in and expand our content delivery network. During the six months ended June 30, 2018, we made capital expenditures of $6,281 which represented approximately 6% of our total revenue. Our capital expenditures may increase in 2018 compared to 2017, as we continue to increase the capacity of our global network and re-fresh our systems. We currently expect capital expenditures in 2018 to be below $20,000 for the full year.

Financing Activities

Net cash used in financing activities was $2,550 for the six months ended June 30, 2018, versus net cash used in financing activities of $728 for the comparable 2017 period. Net cash used in financing activities in the six months ended June 30, 2018, primarily relates to the repurchase of our common stock of $3,800, payments of employee tax withholdings related to the net settlement of vested restricted stock units of $2,812 offset by cash received from the exercise of stock options and our employee stock purchase plan of $4,062.

Net cash used in financing activities in the six months ended June 30, 2017, primarily relates to payments of employee tax withholdings related to the net settlement of vested restricted stock units of $1,916, offset by cash received from the exercise of stock options and our employee stock purchase plan of $1,188.

Line of Credit

In February 2018, we entered into the Fourth Amendment to the Credit Agreement with 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 extended 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.

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30, 2018, and December 31, 2017, respectively, we had no outstanding borrowings, and we had availability under the Credit Agreement of approximately $20,000 and $10,000, respectively.

Financial Covenants and Borrowing Limitations

The Credit Agreement requires, and any future credit facilities will likely require, us to comply with specified financial requirements that may limit the amount we can borrow. A breach of any of these covenants could result in a default. Our ability to satisfy those covenants depends principally upon our ability to meet or exceed certain financial performance results. Any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.

For a more detailed discussion regarding our Credit Agreement and Fourth Amendment, please refer to Note 9 "Line of Credit" of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

We may be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by restrictive covenants within the Credit Agreement. These restrictions may also limit our ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to finance our operations, enter into acquisitions, execute our business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in our interest. In the future, we may also incur debt obligations that might subject us to additional and different restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to the indenture governing the Credit Agreement, or such other debt obligations if for any reason we are unable to comply with our obligations thereunder or that we will be able to refinance our debt on acceptable terms, or at all, should we seek to do so. Any such limitations on borrowing under the Credit Agreement, including payments related to litigation, could have a material adverse impact on our liquidity and our ability to continue as a going concern could be impaired.

Share Repurchases

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 replaced the $9,500 remaining from the previously announced $15,000 share repurchase program. During the six months ended June 30, 2018, we purchased and canceled 1,000 shares for $3,800, including commissions and fees. During the six months ended June 30, 2017, we did not repurchase any shares under the repurchase programs. As of June 30, 2018, there remained $21,200 under this share repurchase program.

Contractual Obligations, Contingent Liabilities, and Commercial Commitments

In the normal course of business, we make certain long-term commitments for operating leases, primarily office facilities, bandwidth, and computer rack space. These leases expire on various dates ranging from 2018 to 2022. We expect that the growth of our business will require us to continue to add to and increase our long-term commitments in 2018 and beyond. As a result of our growth strategies, we believe that our liquidity and capital resources requirements will grow.

The following table presents our contractual obligations and commercial commitments, as of June 30, 2018, over the next five years and thereafter:

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	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Operating Leases
Bandwidth leases	$	25,468	$	19,259	$	6,191	$	18	$	—
Rack space leases	10,962		9,714		1,229		19		—
Real estate leases	4,492		2,609		1,668		215		—
Total operating leases	40,922		31,582		9,088		252		—
Settlement agreement	18,000		18,000		—		—